Prospectus and Offering Documents Editing and Proofreading Services

A prospectus is drafted by a committee under time pressure and read, later, by people looking for something to complain about. Its purpose is to give investors the information they need to make an informed decision; its practical purpose, as every working group understands, is to be the document that survives when the share price falls and someone asks what they were told. Those two purposes are not in conflict, but they pull the drafting in different directions — towards saying more, and towards saying less that could be held against you.

We edit what issuers, advisers and law firms produce — equity and debt prospectuses and registration statements, offering circulars and information memoranda, risk factor sections, use of proceeds statements, operating and financial review sections, business and market description sections, summary and key information sections, pricing statements and supplements, admission documents for growth markets, base prospectuses and final terms for programmes, shareholder circulars and class 1 documentation, and comfort letter and verification support material. Our editors work within the working group's conventions and to a timetable, and we check for the internal inconsistencies that a document assembled from many contributors reliably produces.

The use of proceeds statement is short, closely read, and frequently the weakest paragraph in the entire document. Written as "general corporate purposes and to strengthen the balance sheet", it tells an investor nothing about what their money will do and gives them no basis to hold anyone to anything. Written specifically, it is the strongest statement of intent in the prospectus. We work on these so proceeds are allocated to named uses with amounts and expected timing, so any portion genuinely unallocated is disclosed as unallocated rather than dressed as strategy, so repayment of existing debt is identified with the facility and the lender where that lender is connected to the offering, and so the statement is consistent with the business section's stated plans and the risk factors' description of funding needs. Where proceeds may be redirected, the circumstances belong in the statement itself. Investors treat a specific use of proceeds as evidence that management has a plan, and it costs nothing to give them.

Everything you send is treated in strict confidence, and we are used to working under working group protocols on documents that are price-sensitive until publication. We are editors rather than lawyers, accountants or advisers, and nothing here is legal or financial advice — verification, due diligence and approval remain with your advisers. What we can do is make a long multi-author document consistent, readable and internally coherent, quickly.