This is how it works:Inventors post their ideas
confidentially and securely, without having to commit to any
future involvement in starting growing or managing the future
business - but keeping a large stake in it.
Managers with a broad range of commercial skills have secure
access to these ideas, and subject to strict confidentiality
select those that in their judgment and experience have the best
profit potential. For this, the manager can grow a business in
which he has his own large personal stake.
The first step is for the manager, at his own time and
reputation risk, to define a not-for-profit 'Proof of Concept'
project to test and confirm that all the factors needed to
realise commercial potential are there - protectable
intellectual property, market, price points, manufacture, and so
forth.
Investors from Angels Den - again securely and confidentially
- have access to those ideas pre-selected by the managers, and
give their financial backing to the projects they choose. By
backing the skills and experience of the manager, rather than
the idea, they greatly improve the risk-reward ratio of
investing and so have a far better chance of profit while
absolutely limiting their downside.
Investors are guaranteed to be able to back the successful
projects, or if they wish they can sell their rights to invest
for an early, smaller, profit.
Inventor, manager and investor each have a minimum of 30% of
the shares in the business. Because nothing can be realised
until a cash exit the management have a real incentive to work
towards this goal as early and as profitably as possible.
And in detail:
THE PROCESS - FIRST STAGE
- ‘Concept’ created by Inventor and posted on secure website
- ‘Concept’ is identified as possibly having significant
commercial potential
by highly skilled and sector-experienced Manager
- At his own time and reputation risk Manager specifies and
costs ‘Proof of
Concept’ project
- ‘Proof of Concept’ project paper written for posting for
Investors and to act
as project template
- ‘microFunding’ invited from Investors in units of £2500
- If sufficient funds raised successfully, subscription
agreements
completed by solicitors. Investors have priority rights to
subscribe to next
stage
- Company formed and IPR assigned
- The Project is independently supervised, and audited by a
firm of
Chartered Accountants
THE PROCESS - SECOND STAGE
If the concept is not Proven, then:
- Company and IPR are re-assigned back to the Inventor
- Any residual funds returned pro-rata to Investors - it is
very possible that
an opportunity will come up against a fatal flaw at an early
stage, before
all the enquiries have been completed and so before all funds
have been
committed
- Auditor provides Certificate; Investors may be eligible to
claim tax relief on
losses
If the concept is Proven, then:
- A report of the investigations provides the basis for the
future Business
Plan, and is circulated to priority Investors
- Investors decide whether or not to take up their right to
subscribe further
- Exactly 30% of equity is available: if the assessed
valuation is less than
equitable for the required funding (and the deal is
nonetheless worth
doing), then part of the funds raised will presumably be as
loan. If the
value is greater than would be equitable, 30% is still
available, which is
the quid pro quo for taking the early stage risk
- If an Investor fails to take up his option to invest
further, co-Investors have
right of first refusal, and then the option is saleable on the
open market,
possibly for a significant gain in the right circumstances!
- 30% of the equity is for the Inventor
- 30% of the equity is retained by the manager for
performance-related
options
- 2.5% is retained by microFunding for fees; and 7.5% is
retained for
contingencies but this may not ultimately all be issued
- (if appropriate and required) EIS applied for
- Shareholder agreements completed by solicitors
THE PROCESS - THIRD STAGE
Once the business is funded:
- The manager's role now starts in earnest. His main reward
for succeeding in this process will be when he can sell his
shares. This means that the Manager is very motivated to
create a favourable exit in as short a time as is
realistically possible for as high a value as possible
Which is surely what everyone else wants too, isn't it?
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