The company begins by working with an investment bank or banker to draft an offering memorandum. This memorandum complies with securities laws outlined by the Securities and Exchange Commission (SEC). The prospectus must be approved by the competent authority in the United Kingdom, which is currently the Financial Conduct Authority (FCA) in its capacity as the United Kingdom Listing Authority. If the purpose of the prospectus is to induce people to engage in an investment activity, it will also need to be issued or approved by an 'authorised person' or it will constitute an unlawful financial promotion under section 21 of the Financial Services and Markets Act 2000. Publication of information in relation to the issue of securities in the United Kingdom is governed by the Prospectus Rules, which implement the European law Prospectus Directive. A prospectus must be published where certain types of securities either are offered to the public or are requested for admission on a regulated market. We are all overloaded with information, but your marketing package should make it very easy to get the deal points quickly. For example, all new memos will need a new subject line, no matter what. There’s a better option out there! If you're a private investor, an Offering Memorandum will help you to know what your are getting into.