Financial Instruments offered
MyMicroInvest operates a crowdfunding platform that enables the public to finance innovative companies by participating in their capitalisation. The investment offered, for a minimum amount of 100 GBP, comprises Notes issued under Belgian law which represent a claim against the issuer, MyMicroInvest Finance, a public limited company under Belgian law having its corporate headquarters at Place Sainte Gudule 5, 1000 Brussels (n°5 38.839.354, R.P.M. Nivelles).
The total amount brought in at the end of the offer shall be used by MyMicroInvest Finance to subscribe to a capital increase in The Social Stock Exchange. The Notes are denominated in Pounds. They do not offer any guaranty of yield or of reimbursement of capital. The Notes have an unlimited duration and the duration and the sum reimbursed depends entirely on the performance of the investment made via the proceeds of the Notes issued by MyMicroInvest Finance.
The nominal value of the Notes corresponds to the sum of the subscription and does not include the costs of the issue nor the payment of expenses described below. MyMicroInvest Finance charges an additional subscription fee amounting to 5% of the nominal amount. The expenses linked to the payment of the subscription amount are borne by the investors. They amount to 1.85% in case of credit card payment and 2% in case of bank transfer, and are null if the bank transfer is made directly online on the website www.mymicroinvest.com. The Noteholders bear the Expenses Relating to the Underlying Assets. The amount of the Expenses Relating to the Underlying Assets, which are not capped, is not determinable at this stage.
The investors should be taxed on the income paid by MyMicroInvest Finance as if such income were paid directly to them (as dividends subject, as a general rule, for private individuals who are Belgian residents, to a withholding tax of 27% pursuant to article 269 of the Income Tax Code, or capital gains). It is necessary to read the Prospectus attentively before subscribing to the Notes, and in particular, to consider the risk factors that are described therein before making any decision on investment.
We draw the attention of the potential investor to the fact that there is a risk that the goals of The Social Stock exchange will not be reached, which might lead to a substantial reduction in the expected revenue and thus incur a risk of insolvency or at least of low yield, even zero or negative yield for the investors. The Social Stock Exchange has been in deficit since its incorporation in 2007, with cumulative losses over previous years totalling 3,502,703 GBP as at 31 July 2016.
It is not intended to list the Notes on a market and, thus, their liquidity is not guaranteed.
Any complaint relating to an investment in the Notes can be addressed to the headquarters of the issuer indicated above or to the Service de Médiation pour le Consommateur, Boulevard du Roi Albert II 8 - 1000 Brussels, tel.: 02/702.52.20, fax.:02/808.71.29, email: firstname.lastname@example.org.
Shareholding structure prior the forecasted capital increase
Joseph Rowntree Charitable TRUST has notified to Social Stock Exchange that they would like to sell their shareholding in Social Stock Exchange.
Forecasted capital increase
The capital increase to which MyMicroInvest Finance will participate is part of a broader funding of Social Stock Exchange considered between 500,000 GBP and 5,000,000 GBP.
This financing can be broken down as follows:
- A first capital increase (the “First Capital Increase”) of 250,000 GBP was subscribed in cash on July 22nd, 2016 by Inventures SA at a pre-money valuation (i.e., valuation prior to the First Capital Increase) of 4,474,884 GBP, i.e. at a price per share of 2.5 GBP.
- Between minimum 250,000 GBP and maximum 2,750,000 GBP (depending on the result of the issue of the Notes) shall be contributed by MyMicroInvest Finance in a second capital increase of Social Stock Exchange at pre-money valuation of 4,724,884 GBP (i.e., valuation after to the First Capital Increase) (“the Second Capital Increase”). Up to 4,500,000 GBP will be invested by other investors, i.e business angels as part of the Second Capital Increase, as long as the Second Capital Increase does not reach a maximum of 4,750,000 GBP.
Both the First and the Second Capital Increases has been/will be made at a subscription price per share of 2.5 GBP.
The table below indicates the distribution of the shares of the company following the Total Capital Increase assuming that the result of the issue of the Notes allows MyMicroInvest Finance to subscribe the minimum amount of 250,000 GBP and there is no additional amount raised at the Second Capital Increase to the amount subscribed by MyMicroInvest Finance.
The table below presents the percentages of the capital held by the Social Stock Exchange account of MyMicroInvest Finance depending on the results of the Notes issue (i.e., a minimum of 250,000 GBP and maximum of 2,750,000 GBP) and the minimum and maximum amounts contributed by the other investors following the Total Capital Increase (i.e., a minimum of 250,000 GBP and a maximum of 4,750,000 GBP).
The participation of MyMicroInvest Finance in Social Stock Exchange may be diluted due to the stock option plan for the management and staff of Social Stock Exchange, enabling them potentially to acquire up to 15% of the total number of issued Social Stock Exchange shares. The exercise price for options already granted (representing 9.5% of the total issued capital as at the date of this prospectus) is 2.50 GBP per share, the same as that for the shares to be acquired by MyMicroInvest Finance as a result of the present offer.The Notes shall only be issued if the cumulative conditions precedent to the subscription of MyMicroInvest Finance in the Second Capital Increase are fulfilled within 60 business days after the Closing Date;
·The total amount of firm commitments of subscription to the Second Capital Increase reaches minimum 250,000 GBP and does not exceed 4,750,000 GBPas long as the amount to be subscribed by MyMicroInvest Finance reaches between 250,000 GBP and 2,750,000 GBP;
·The subscription price of the Social Stock Exchange shares (including issue premium) to which MyMicroInvest Finance will subscribe is based on a valuation of Social Stock Exchange before the Second Capital Increase not exceeding 4,724,884 GBP;
·MyMicroInvest Finance is granted equal rights in terms of transferability of the shares of Social Stock Exchange as those stipulated for the benefit of the other investors participating in the Second Capital Increase and MyMicroInvest Finance is granted a tag-along right with regard to all of the shareholders of Social Stock Exchange in the sense that in case of transfer of shares of more than 50% of the votes in a general meeting of the Company by any shareholder (including the sale, transfer, exchange, etc. of shares).
MyMicroInvest Finance will be able to transfer its shares in Social Stock Exchange at the same time, in the same proportion and under the same conditions.
MyMicroInvest Finance checks if such conditions precedent are fulfilled no later than 60 business days after the Closing Date (“Date of Validation of the Conditions”). In case one or several of these conditions is not fulfilled on the Date of Validation of the Conditions, the Notes shall not be issued, the subscription shall be terminated and the investors will be reimbursed the Subscription Amount no later than 15 working days from the Date of Validation of the Conditions.
The attention of the potential investor is directed to the fact that at this stage, no investor has made a firm commitment to subscribe to the Second Capital Increase.
For more information about the valuation of Social Stock Exchange, please refer to Title VI 11.3 of the Prospectus. MyMicroInvest Finance has only carried out a limited verification on the information provided by Social Stock Exchange and that MyMicroInvest Finance does not verify the investment opportunity and has no say in the price at which the shares of Social Stock Exchange, in which the net amount raised through this issue will be invested, are offered. The Investors are expected to make their own judgment about the investment opportunity based on the information given to them.
Use of Funds
The use of proceeds of the Second Capital Increase will first be applied to the working capital needs of the business i.e. 250,000 GBP for the next 12 months from the date of this prospectus, based on the forecast outlined in this Prospectus. If only the minimum amount of 250,000 GBP for the Second Capital Increase is raised, then this will be the sole use of proceeds and therefore, the investments detailed below won’t be realized leading to a minimalist strategy of development for Social Stock Exchange, as provided in the forecast presented in this Prospectus.
In order to further develop the business, over and above the growth assumed within the forecast within this prospectus, Social Stock Exchange would like to invest in a number of initiatives as detailed below. The investment costs for the possible investments listed below are not included within the financial forecast presented in this Prospectus and nor are the expected benefits to be derived from those projects. In the case of the maximum amount of the Second Capital Increase being successfully raised then Social Stock Exchange intends that all the projects listed below would be undertaken. Each investment would be subject to:
1. Individual business case justification and approval; and
2. The company having the available funds to invest in the projects either through capital raised in excess of the 250,000 GBP minimum requirement as outlined in this Prospectus, through third party provision or through cash generated within the business.
The most significant possible investments planned in the future are (by order of priority depending on the amount raised):