The following description is taken from the Prospectus (Title II, Section D).
For more information on investment, you are invited to read the Prospectus, in particular the risk factors described therein (in Title III of the Prospectus), before making any investment decision.
The terms with capitalized letters are defined in the glossary of the Prospectus.
The main risks relating to the proposed investment can be described as follows:
- The risk relating to the holding of a claim against a company that was recently founded, the Issuer, MyMicroInvest Finance, which purpose is to take participations in companies which are generally starting their activities and whose financial solidity cannot be evaluated on the basis of concrete elements. MyMicroInvest Finance’s debts are guaranteed by MyMicroInvest, the risk of insolvency of MyMicroInvest Finance is thus also linked to the insolvency of MyMicroInvest.
- The risk linked to the fact that the value of the SSX shares (i.e. 2.50 GBP per share) is the result of negotiations between existing shareholders, based on management’s financial plan and the amount of share capital invested so far in SSX, and not the result of valuations based on comparable companies, given the limited number of similar actors in the market and the absence of transaction prices. The offered price per share has, until now, been paid by a very limited number of investors and is substantively higher than the net asset value per share on 31 December 2015 (i.e. 0.15 GBP) and 30 June 2016 (i.e. 0.10 GBP). It cannot be reasonably justified by a traditional method of valuation. In addition, the offered price is highly sensitive to various factors such as variations in the profit forecasts and the survival probability of SSX. The forecasts from the management of SSX show a strong growth of revenues, primarily based on the growth rate observed in the last financial year from July 2015 to July 2016. There is no guarantee that the forecasted positive evolution in terms of revenues and profit will materialise.
- Taking into account the fact that the reimbursement and yield of the Notes depend entirely on the future development of SSX, the investment presents risks at least comparable to a direct investment in the shares of SSX, which naturally bears a high level of risk, clearly above the risks incurred with large, publicly traded industrial, real estate or financial companies. There is, in particular, the risk of losing 100% of the investment. This is all the more so that SSX activities have so far resulted in significant losses carried forward (with cumulative losses over previous years totalling 3,502,703 GBP as at 31 July 2016). It is foreseen that the activities of SSX will generate additional losses until at least 2017. The risk remains that SSX will not emerge from this loss-making condition, or not sufficiently quickly, and this could hinder its access to external sources of financing or lead to its insolvency. On the date of this Prospectus, SSX is of the opinion that taking into account its available cash and cash equivalents on July 31, 2016, the Company does not have sufficient working capital for its present requirements, that is for at least the 12 month period from the date of the Prospectus. Based on current projections and expectations the Directors are of the opinion that the Company needs further funding of 250,000 GBP by the end of 2016 in order to have sufficient working capital for at least the next 12 months and to prevent a shortfall in working capital occurring in Q1 of 2017. If this capital raise does not successfully raise a minimum of 250,000 GBP by the year-end 2016 and alternative sources of financing cannot be identified to cover such a circumstance, there is a risk of insolvency in the short term
- The risk relating to the lack of liquidity, which means that the subscriber might not find a buyer for the Notes that he might want to sell later on, as well as the risk related to the lack of liquidity of the shares of the Underlying Company, resulting in particular from the statutory and contractual restrictions on transferability, which are subject to amendment over time and which might result in difficulties for MyMicroInvest Finance to sell them whereas the final return and repayment of the Notes depend on this sale. MyMicroInvest Finance will try to obtain the best possible price on the basis of its competence but due to contractual or statutory restrictions on the transferability of the SSX Shares (i.e. a drag along right), MyMicroInvest Finance may be compelled to sell the SSX shares at a time or at conditions which are not favourable to the Noteholders. MyMicroInvest Finance can therefore not guarantee that it will be able to act in the best interests of the Noteholders.. However, any decision of MyMicroInvest Finance to sell any SSX shares shall be subject to the approval of Noteholders representing at least 75% of the SSX Notes then outstanding, except if (i) the consideration payable to MyMicroInvest Finance for the sale of the SSX shares is such that the Notes will yield, after such sale, a cumulative annual return before taxes of at least 5% since the Closing Date or (ii) MyMicroInvest Finance is required to sell pursuant to a contractual or statutory provision (e.g., a drag-along clause in a shareholders’ agreement or in the articles of association of SSX). In any case, if MMIF decides to sell any SSX shares, it is not excluded that the Issuer will postpone a part of the repayment of the Notes in case a warranty provision is agreed with the purchaser in the context of representations and warranties granted by MMIF. The total repayment of the Notes will thus be postponed until the date of the expiration of the warranty period, being understood that the duration of such period is subject to the pre-sale negotiations with the purchaser and may depend on the applicable prescription rules. During the warranty period, MMIF might be obliged to compensate the damage suffered by the purchaser because of a breach of the representations and warranties and therefore, the Net Proceeds and internal rate of return for the Noteholders will be reduced.
- The risk linked to absence of interest on the Notes to the extent that (i) the interest is said to be variable and depends on revenue received by MyMicroInvest Finance on its investment in SSX and (ii) the intention of SSX is not to pay dividends over the first years following the issue of the Notes. Distributions to Noteholders are therefore unlikely before the Maturity Date.
- The risk linked to the fact that due to the 5% Subscription Fee (charged in addition to the Nominal Amount) and due to the Expenses related to the Underlying Assets borne by the Noteholders, the return of the Notes may be negative even if the Proceeds received by MyMicroInvest Finance in relation to the shares of SSX exceed the amount invested in SSX with the proceeds from the issue of the Notes. The amount of the Expenses Relating to the Underlying Assets, which are not capped, is not determinable at this stage. A detailed statement of the Expenses Relating to the Underlying Assets will be provided to the Noteholders on the Maturity Date, and simultaneously with any payment made by MyMicroInvest Finance to the Noteholders prior to the Maturity Date.
- The risk linked to the fact that the participation of MyMicroInvest Finance in SSX may be diluted due to the stock option plan for the management and staff of SSX, enabling them potentially to acquire up to 15% of the total number of issued SSX 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 currency risk: The Notes will be issued in GBP and will, as the case may be, be reimbursed in GBP. For the Noteholders who have a bank account in EUR, the Investors are therefore exposed to a currency risk due to fluctuations in exchange rate between EURO and GBP.
- The risk linked to the Brexit: The exit of the United Kingdom from the European Union is leading to an uncertainty on the political and economical future of the United Kingdom which might impact the activities of the companies active there.
- The risk linked to the fact that MyMicroInvest Finance has only carried out a limited verification on the information provided by SSX and that MyMicroInvest Finance does not verify the investment opportunity and has no say in the price at which the shares of SSX are offered. In its capacity as managing director of Inventures, MyMicroInvest has analysed the financial plan of SSX. On the basis of such analysis, Inventures has decided to participate in the First Capital Increase of SSX for an amount of 250,000 GBP. However, the Investors' attention is drawn to the fact that MyMicroInvest Finance does not give any warranty and expresses no opinion on the soundness of the financial plan of SSX or on the figures and assumptions underlying such financial plan. It is up to the Investors to make their own analysis of this financial plan and to make their own judgment on the opportunity to subscribe to the Notes.
- The risk linked to the fact that the ability of MyMicroInvest Finance to select and manage participations in the target companies, and to realise capital gains on such investments has not yet been tested and is not proven. MyMicroInvest Finance has recently sold its first participation. This sale relates to all the shares held by MyMicroInvest Finance in Definitive Groove SA and results in a negative return for the holders of the notes Definitive Grove.
- The services proposed by SSX not rest on know-how or on specific intellectual property and can therefore be copied relatively easily.
- The risk linked to the fact that SSX is active in an emerging market and that this sector may not grow as expected and may limit the potential growth of SSX, limiting its ability to generate profits.
The attention of the reader is directed to the fact that there is no mandatory reporting after the offer, which means that the Investors will not receive any information regarding the value of their investment once it is completed. SSX nonetheless reserves itself the right to provide information to the Investors after the offering.
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