The language of the Issue Memorandum is English
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The Law and Lore of Repackaging
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Spotted, in the wild, in an offering memorandum:
“The language of the Issue Memorandum is English.”
We know not which magic circle foundry forged the fever dream which prompted this baffling disclosure, but only a spirit broken by years of relentless beasting could be quite so abstruse.
Look, we can giggle at those well-meaning Belgian jobsworths, hell-bent, with their KIIDS, on demystifying all the manifold arcana of capital markets prospectusry — but surely not even the haughtiest Eurocrat could be so pedantic as to demand one attests to ones own mother tongue.
A cursory review of the Prospectus Directive confirms this: Art 27(2) requires an offer document to be drawn up in an official language of the European Union, but does not require one to disclose what that language is.
Could one, honestly, over the weft and warp of a two-hundred and seventy pages prospectus, really be in any doubt? Could a reader carry on thinking, well, this looks like English, but there remains an outside chance that it is Bulgarian?
Perhaps our Magic circle clerk has a more defensive plan in mind. Is it an admission? There are lengthy stretches of any securities offering which, for all the sense they make to a reasonably educated Brit, may as well be in Swahili. Is this rider there to assure the reader no, she is not seeing things, this really is intended, with a straight face, as informational content for prospective investor?
There is, in any case, a paradox at the heart of this industry, however well-intended.