An offering memorandum is simply a selling document put together by an investment banker (typically while conducting an auction process) to generate real interested from prospective buyers. 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. 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. If an attorney or private equity professional is assisting you with your Offering Memorandum, they like to include a Risk Factor section to protect themselves as well. Have an attorney review or produce your Risk Factor section. The least that can happen is that you would be required to refund any monies you raised. This can be very difficult if you've already spent a sizable portion before the legal problem arises. There are numerous exceptions to the requirement to publish a prospectus, although an exempt company may still be required to publish listing particulars where it is seeking admission of its shares to the full list or an admission document where it is seeking admission of its shares to AIM.