Crowd Capital Bridging the gap www.crowdcapitalng.com Investor SOLUTION Benefits of crowdfunding Start building your portfolio today with as little as NGN 10,000 and help our local businesses grow. Introduction Crowd Capital is a Our GOals We look forward to helping you business investment plat- - Provide start ups and sme’s get ahead. form that supports the funding Freedom Access Allows investors to investigate numerous potential investments online and determine quickly whether the company fits their portfolio strategy and risk appetite. Democratise and expand access to capital by enabling the community and it’s people to decide which entrepreneurs and small business entrepreneurs obtain funds for growth. Opportunity Support network Create an opportunity in the diaspora to contribute to local businesses and remit money back to their country of origin. Give start ups and sme’s a support network through highly motivated crowd, many of whom may have skills from which entrepreneurs can benefit and may even help the business form valuable connections to Enabling mechanism Expantion Serve as an enabling mechanism for new venture formations, job creation and inclusive economic growth. Provide a new source of early stage venture. Expand geographic range of angel investors. with access to capital. of start ups and SME expansion through crowd funding for equity - Cultivate high growth entrepre- or debt instruments(convertible neurs in developing communi- notes), giving entrepreneurs a ties. platform to connect with people and raise venture capital. - Create a support system and network for start ups and sme’s People with an interest in invest- that improves their chances of ing in start ups and SMEs now success. have an easy way to invest in people and companies that they - Catalyzing flows of capital with want to support as well as follow and between communities ir- a company’s progress and be part respective of distance. of their success. 2 3 Investment models Equity Funding 1 Businesses sell financial instruments(shares) in order to raise capital and in the process Debt Funding(convertible notes) 1 Raising debt capital in the form of loans that could be converted into equity shares. creating a potential for investors to share in the profitability of the venture. How equity funding works 2 Companies offering equity based crowd funding projects post offerings on a How debt funding works 2 Businesses offer a debt instrument that pays a fixed rate of interest determined by the campaign page. They can use social media to invite investors themselves. The entrepreneur agrees a fixed potential investors to review the offerings along with schedule for the return of the principal investment. our database of local investors. When that schedule is reached, investors can decide to cash their money out of the business or convert that debt notes into shares based on a pre arranged value of shares. *only sme’s with a track record and cash flow can issue debt instruments. Required information from entrepreneurs issuing equity 3 Information about the business and the owners i.e business plan, and intended use of funds. Type of equity security being offered e.g A shares or B shares. Percentage of the company being offered and target amount. Length of time of offer. Required information for sme’s issuing debt instrument 3 Information about the business and the owners and intended use of funds. Type of debt security being offered e.g loans, bonds etc. Life span of loan and target interest rates along with terms of the instrument. Assurance and documentation that debt holders will be senior to equity holders in the case of bankruptcy Pre requisites for equity offerings 4 Business must be registered with corporate affairs commission. Pre requisites for debt offerings 4 Business must be registered with corporate affairs commission. Provide certificates of incorporation and all relevant share holding documentation. Provide certificates of incorporation and all relevant share holding documentation. Owners must supply background and personal information, and relevant experience in their area of business will be advantageous. Owners/directors must supply background and personal information, and relevant experience in the business. Indepth and detailed business plan including how intended capital will be deployed and company valuation. Indepth and detailed plan on how intended loan will be deployed. Financial model/forecast for the next 3 years. Financial statements for the last 3 years, and cash flow statement. Clear exit strategies for investors i.e IPO, Company sale, buy back options etc. Clear terms on loan, principal return schedule and how and when interests will be payed to investors. If all these requirements are satisfied, your application will be accepted and the next stage is the pitch. The pitch is what will appear on the entrepreneurs campaign page along with the business plan. The pitch is the compelling reason why investors should invest and other relevant details and information about the business etc. The pitch will be accompanied with a video that serves as an elevator pitch. A chance to establish a connection with the investors and speak to them. Successful crowd funding campaign Once crowd funding target is met , there will be a 14days cooling off period for investors to finalize all due diligence and for all paper work to be signed before funds can be transferred. Progress made towards funding target if any. Terms and conditions of accepting funds All business ideas will be carefully vetted by an expert team before it is listed on the platform. This will Entrepreneurs must have an open dialogue and communication with investors through our Customised investor relations portal. help weed out unrealistic proposals and reduce wastage of time and resources. We will enter into a strategic partnership with a business consultancy and adopt their baest practices as a standard template. Applicants will be encouraged to seek assistance from our partner consultants to improve their chances of approval i.e if your application is vetted and approved by the consultancy, you will be auto- Quarterly business and progress reports on how finances are being used. (Financial statements and cash flow that will be audited by the crowdcap team). Full cooperation with investors upon request of any information that is deemed reasonable. matically accepted onto the platform. Applications can still be approved by crowdcap without input of our partners provided all pre requisites are Entrepreneurs must engage with our chosen legal partners to adopt our articles of association and all terms and conditions that encourage best practices and encourage swift transfer of shares. fulfilled. 4 5 CrowdCapital fees Special investments Once crowd funding target is reached, there is a 10% success fee of total funds raised paid to crowdcap. Special investments are investments that contribute to either infrastructural developments or the agricultural sector. With these types of investments, we aim to partner with the bank of industry, world bank and state/ federal,governments to guarantee 50% of the target funds. i.e once a campaign has been 50% funded by the crowd, one of our partners will join the campaign by investing the remaining 50%. There is a 120,000 Naira legal and administration fee relating to drafting of all paper work and allotment of new shares to investors once. This fee is payable upon successful campaign. E.g Taiwo and sons require 5million Naira to establish a commercial rice farm. Once the crowd have invested upto 2.5million Naira, bank of industry will partner with the crowd by investing the remaining 2.5million Naira. Membership for entrepreneurs is free. Campaign page and pitch listing is free. There is no charge for investors to register. Investors who accumulate over a 1million Naira of investments in a year are liable to pay 1 percent management fee of overall investments. *year is calculated from the date of your first investment. Framework protecting investors You can only invest a maximum of 10% of your annual income per deal. Investors money to be held in an escrow or third party account independent of crowdcap and will only be released to entrepreneurs once funding target is reached and all paperwork are completed. Potential creation of a secondary market Selling of private company shares between investors. There is a potential to create a secondary market for investors who no longer wish to hold on to their equity shares or debt instruments to sell to other investors within our platform. This will help increase flow of cash and increase liquidity within our platform and offering our investors an extra level of security by offering them another exit strategy. * owners of securities are free to set their asking price with the final agreement given by a third party broker. . * there will be a regulatory team keeping an eye on the market to avoid money laundering and financial abuse. Funds can only be transferred through wire transfer and card payment for security reasons. How we are involving private sector and creating strategic partnership Mentorship programs. Our aim is to partner with top tier companies in Nigeria who are willing to allow one of their C level executives or senior management to mentor one or some of our start up entrepreneurs. They can use their skills and expertise to help nurture the next generation of budding entrepreneurs. 1 Co working spaces. We aim to create a co working space in our offices where entrepreneurs can come and share ideas and work on their businesses. We would provide internet access, laptops, printers, scanners etc as well as accountants, lawyers and other professionals who can help them with the day to day running of their business. We would also like to create a system were our entrepreneurs can visit established business’s offices to experience how their operations are run which will serve as a source of inspiration and motivation for them. 3 2 Peer learning opportunities. We aim to partner with professionals and academics who can host seminars and lectures on business practices and several other topics centered around business and ethics. All of these is to serve as a support system and network for our members and entrepreneurs. We will also host similar lectures for our investors to help improve their knowledge on investing, building a portfolio, and spreading their risk. We will foster partnerships with INFODEV to help facilitate skills training for entrepreneurs which overviews main tenants on crowd funding , pitch training to improve their chances of success. Co investing strategies through partnerships The aim of the co investing strategy is to partner with the bank of industry, state/federal government to co invest in stand out ideas that require bigger capital. This is a chance for the organizations to further boost their outreach programs to sme’s and start ups whilst kick starting businesses that will contribute to the economy through taxes and job creation. We would also look at investment companies, banks and other seasoned investors to act as anchor investors. Anchor investors are investors that will kick start a campaign by investing at least 30% of the target funds. 6 Crowdfunding risks, fraud, failure and fulfillments. Funds transfer in crowd funding; Crowd funding investors must deposit investment funds directly through an electronic automated clearing house which will then be transferred to an escrow agent on behalf of crowdcap. The use of this and registered banks would help provide a robust framework for compliance and auditing. 1 Lack of investor sophistication; crowd funding investment is primarily targeted at non accredited investors & non professional investors who may be less qualified to make informal decisions about investments. Our platform will communicate clearly that investments are not guaranteed. 3 Business failure risk; investing in early stage companies carries a significant amount of risk because of lack of revenue history, mature management team and adequate structure. Potential investors need disclosure document to help them understand the risks, lack of guarantees, liquidity limitations and other potential pitfalls. There is a need to partner with third parties to produce a robust, easily understood investor educational tools. 2 Money laundering; There are international anti money laundering laws which crowd funding investors must comply so therefore the risk is not any greater in comparison to traditional investments. The mechanism used by electronic payment processors and clearing houses also contain protection against money laundering. 4 Fraud; so far, there hasn’t been successful fraud registered on crowd funding platforms in the developed world. Fraud in crowd funding investments would have to occur on a many to many basis . A potential fraudster would have to stand up to the wisdom, queries and insights of the entire crowd. For this reasons, the most likely scenario for successful fraud involves criminals creating a fake crowd funding platforms and fake companies to attract investors money. 5 7 CrowdCapital Protective mechanism against potential fraud fraud - mitigating tactics 1 Background checks for issuers of equity and debt instruments. fraud - mitigating tactics No guarantee on return ; educating inves- 4 tors about portfolio diversification as a means to prevent total loss of investments. Mandatory auditing, financial disclosures and business review. Requiring all or nothing financing prevents fraudsters running when difficult questions are being asked. Restricting or monitoring social media communication about offerings. Providing investor education to learn how fraud has been perpetrated in the past so that investors can identify in future. Mandatory holding period to prevent pump and dump. Sector risk - mitigating tactics 2 Anti money laundering mitigating tactics. Placing caps on amount that may be in- 5 vested within specific time periods. and funds transfer to allow for further diligence by investors. Subsequent funding failure mitigating tactics 6 Bringing on crowd fund investors creates a more complicated investor table that may deter subsequent investors. This can be mitigated by ; Raise small amounts of capital to show market interest and customer validation. The use of special purpose vehicles to group all crowd fund investors into one voting group to ease commu- Consider leveraging the crowd for only a small part of nication and voice. the overall capital raised to identify interest and de risk the bigger investment. Offer to buyout crowd fund investors at subsequent rounds of financing at an agreed price. (Investor) Investor liquidity & losses - Mitigating tactics 3 Crowd funded stocks are not liquid, businesses do fail and investors can loose their investments. This can be mitigated by; please note, crowdcap offers NO GUARANTEES on performance of companies or their ability to repay investments or loans. A cooling off period between reaching funding target (Entrepreneur) Lack of issuer experience - Mitigating tactics 7 Entrepreneurs do not always have all the Regulatory and compliance risk - Mitigating tactics. 8 Regulatory bodies may resist or reject the argument that crowd funding is an appro- priate and effective method of financing early stage companies. This can be mitigated by; Working with local governments prior to offering crowd fund investing. Engage with local regulatory and policy constituents to build crowd founding framework. (Industry) Market rejection Mitigating tactics 9 Investor community might not have an appetite for this new emerging asset class. Thus can be mitigated by; Leveraging the media to share success stories of businesses that have been successful with crowd funding investing and jobs that has been created. Share early financial engagement stories of investors who have backed crowd funded companies and why. experience needed to build, run and raise capital for a business. This can be mitigated by; Offer crowd fund investments in tandem with more traditional investments to act as an honest broker. Investment limits for non accredited investors. Allowing for crowd vetting and crowd diligence to discuss the merits/risks of the offering in a public manner. Promote the creation of secondary markets after a 12 months holding period where shares maybe traded based on supply and demand. 8 Create education programs about how to build a business. Create education programs about how to raise money from crowd and follow through with a plan once funded. Requiring the participation of either a securities broker/dealer, an attorney or accountant. 9 So why crowd fund with us? Management team with experience in raising capital for businesses, cross border investment management and client relationship management. Working partnerships with the private sector and reputable organizations. Innovator in the crowd funding space in Nigeria. Opportunity to participate in the growth of businesses in Nigeria and subsequently in the growth of the Nigerian economy. Opportunities to make healthy returns on start up investments and build/diversify your investment portfolio. Offer expertise as an angel investor to budding entrepreneurs in your area of interest and experience. Start building your portfolio today with as little as NGN 10,000 and help our local businesses grow. 10 11 Get in touch Crowd Captal. Phone +234 809 082 1348 E-mailrgbadamosi@crowdcapitalng.com www.crowdcapitalng.com Crowd Capital
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