“offering memorandum”, in respect of an offer to sell interests in a partnership that is a limited partnership (in this section and in section 622.2 referred to as the “limited partnership”) to a prospective subscriber, means one or more documents in writing setting out(1) all facts concerning the limited partnership and its activities or proposed activities that significantly affect, or could reasonably be expected to have a significant effect on, the value of those interests;
(2) the price at which those interests are being offered; and
(3) the date on which ownership of the interests is to be transferred to persons who subscribe to the offering;