1. In the Appendix 7 (the Term Sheet), you are using a statement saying that „The CVC Fund shall invest in Investment Targets at round A or B stage” as well as „By way of exception, seed Investments and round C Follow-on Investments shall be allowed”.
In the documentation, I have not found any definition of any one particular round, nor any differentiation between them. Can I kindly ask for an explanation as to what do exactly rounds A,B and C mean?
According to the market practice of the venture capital industry, typically for capital funds investing in innovative projects and companies carrying out the R&D, there’s a differentiation and definition of the following investing stages :
-pre-seed and seed: the founders are investors themselves, along with so called friends-and-family, business angels as well as seed funds;
-early stage: typically divided up into two „substages”:
- start-up (sometimes called „pre-A”) – the entity ends its product development and begins to build the demand. This stage is typically funded through seed funds and some VC funds
-first stage (or more commonly: „Round A”) – the beginning of commercialization (e.g. of production and sales). A domain of classic VC funds set for Early Stage Investing
-expansion stage: it spans about 2 to 3 rounds of funding:
- So called Late series A (a continuation of the first stage of comercialization)
- Round B (product improvements and beginning of the global roll-out)
- Round C (scaling of operations and full global expansion – building a global distribution network and direct sales)
2. The current term sheet (point 26th, Distribution of proceeds from exits from Investment in Investment Targets) despite the prior announcements, does not include any preferences concerning private investors (unlike e.g Starter Program). Is there still a chance to discuss such preferences ? Is the earlier announced Corporate Investor option not going to be available any longer ?
The program is being implemented in the open call formula with no public help. Therefor, both public and private investor participate in the fund on equal terms (pari passu). We assume that the Call Option is possible and its parameters will be agreed upon at the stage of negotiating the Investment Agreement
3. Is the structure of closing CVC Fund in two rounds allowed? Also, is it allowed to increase the Declared Capitalisation outside of the procedure mentioned in point 13th? That is, the first closing takes place at the time of submitting one offer with one corporate investor and the next private / corporate investor gets involved thereafter as well as the declared CVC Fund capitalisations gets increased along with a co-investment from PFR Ventures ?
The described situation may well take place, whereby the contribution from PFR NCBR CVC into the increased Declared Capitalization must not exceed 20 percent of the PFR NCBR CVC investment budget
4. Within the point 32.b of the Term Sheet („Follow-on Investments”), following the Investment Period (as per point i.), it has been stipulated that in order to carry out such a follow-on investment, the Investment Agreement shall be concluded by 31 December 2017 . Where is this requirement coming from ? Will the CVC Funds who have signed the Investment Agreement past that date be excluded from the opportunity to make a Follow-On Investment after the Investment Period ?
This requirement results from the article 42 of Regulation (EU) No 1303/2013 of the European Parliament and of the Council of 17 December 2013 It is likely that this regulation may change and the deadline will be extended.
5. Can the Appendix 5 - „Scope of the Investment Strategy” come in the form of a PowerPoint presentation?
Yes it can
6. In the call procedure, point 4.6 – how to understand it. Can the entity (TFI, share-holding company, etc.) who has created its own separate organizational and legal structure for different CVC Funds ( comprised of completely different investing profile and with various different investors and teams) still be expecting the opportunity of submitting more than one offering?
Point 4.6 concerns a situation where more than one tender offer for establishing the same CVC Fund is submitted. However regardless of that, within the CVC Bridge we are looking to sign an investment agreement with only one entity from one capital group in order to diversify risk and for the sake of transparency of the portfolio funds’ investment operations.
7. The call procedure, point 10.1 b) states: „Each Member of the Key Personnel has a verifiable history of completed equity investments”. How should that be interpreted ? Does it mean that teams where one Key Personnel has not made any capital investment (but may well have been an entrepreneur, had experience in e.g. strategic advisory for restructuring, finding funding for companies, etc.), will get disqualified at this stage of evaluation of the offering?
Each member of the Key Personnel has to have verifiable history of capital investments made in the past. It is the PFR Venture’s goal for the Key Personnel to be comprised of the capital market practitioners with documented experience in investments.
This requirement (The call procedure, point 10.1 b) results directly from the Specificity of Significant Terms of Contract during the proceedings for granting a public tender in the course of an unlimited tender, complying with the regulations from 29th January 2004. The Public Procurement Law (Journal of Laws of 2015 item 2164 incl. later changes), the subject of which in to: „elect the Fund of Funds’ Manager within the BRIdge VC” Proceedings No 18/16/PN.
At the same time, it’s worth to note that the point 10.1 a) allows for establishing a management team in which its members only or only its key investor or the team’s partner have experience in the management of Capital Funds operating at the stage seed, early stage, series „A” or „B” in which the private investors’ contribution exceeded EUR 5m, especially in the investments of
8. I’d like to inquire about the criteria that should be met by the foreign companies presented in the potential investment pipeline ?
Foreign companies that are there in the pipeline must meet the same criteria as the companies registered in Poland (point 29th of the term-sheet)
Company which at the time of the initial Investment by CVC Fund meets all of the following conditions:
• has the status of micro, small or medium-sized enterprise within the meaning Commission Recommendation 2003/361/EC of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises (OJ L 124, 20.05.2003, p. 36), and
• meets the criteria of an unlisted SME, which means that it is not listed on the stock exchange index, except for multi-lateral trading platforms in alternative trading systems (e.g. the Polish platform NewConnect). For the avoidance of doubt, it shall be acceptable to acquire shares in an Investment Target under a private offering preceding the initial public offering (Pre-IPO),
• it does not carry on business in any market or has been carrying on business in any market for less than 7 years since its first commercial sale defined as the first sale of products or services by the company in the market, except limited sales for market research purposes, and
• requires an initial risk finance Investment which, based on a business plan prepared in view of launching a product or service developed through scientific research and experimental development in a new product or geographical market, is higher than 50 % of their average annual turnover in the preceding 5 years,
• has a link with Poland (Polish Nexus).has a link with Poland (Polish Nexus).
According to the Procedure it is defined as follows:
"Polish Nexus means a link, either existing or to be created within a specified time limit, in accordance with the investment agreement, between the Investment Target (Investment Target) and Poland, which will have a direct positive impact over a five year perspective on the Polish Research and Development Sector or the market environment closely related to it."
9. Can funds from Financial Intermediary (PFR Ventures funds or funds from private investors) constitute own contribution for subsidies/grants?
The whole financing from VC fund granted to the portfolio company (both, funds from public investor and from private investors) cannot be presented as “contribution from own sources”/”private contribution” by the portfolio company for the purpose of getting a grant.