1. What is the PFR Open Innovations FIZ approach to the relationship of the Management Entity with a Private Investor or a Co-investor?
The Management Entity should be completely independent. Any potential areas for conflicts of interest along with how they are to be mitigated, should be described in detail in Appendix 3 - Investment Policy.
2. Is it possible to increase the capitalization of the VC fund?
Increasing the VC Fund’s capitalization is possible by increasing the contribution of PFR Open Innovations FIZ to no more than PLN 78m, on the condition that at least 65% of the Investment Budget has already been invested over the Investment Period and that PFR Open Innovations FIZ has available funds for distribuion to the VC Funds.
3. In what currency can the Investment Budget be denominated?
The Investment Budget along with the Operational Budget and reporting to the PFR Open Innovations FIZ should be conducted in PLN. Settlement of the VC Fund and the return of the PFR Open Innovations FIZ’s contribution should also be conducted in PLN.
4. Can the Co-investor (Model 2) invest above the originally declared amount of money?
Yes.
5. Will PFR Open Innovations FIZ contact selected co-investors during the veryfication of the Tender submited by Tenderer?
Yes, PFR Open Innovations FIZ should have the possibility to contact the co-investors.
6. Is it possible for a different fund created under another PFR Ventures’ program to be the Co-investor in Model 2?
No, in Model 2 co-investors who make a contribution to the Investment (40% together with the Managing Entity) can only be Private Investors whose funds come from their own resources and are not subject to any form of liability and are free of any public support and/or public aid and, in particular, are not public funds within the meaning of the Act of 27 August 2009 on Public Finance.
7. Can the VC Fund invest alongside other VC funds estabished under another PFR Ventures’ program during one and the same round of financing?
Yes (on the condition that the cumulative amount of money coming from public aid invested in a given startup, does not exceed EUR 15 m).
8. Can the Team members of the Managing Entity also act as Coinvestor in Model 2?
No, they cannot.
9. Who can be the Tenderer?
The Tenderer can be an established Venture Capital Fund or a Managing Entity that, if succsesfully selected, will establish a Venture Capital Fund.
10. Is it necessary to provide the names of companies that will be managed and supported at the stage of applying to PFR Open Innovations FIZ program? And if it is not required, then will the application of such companies at this stage be somehow rewarded?
Will funds dedicated for investing, provided by PFR Open Innovations FIZ, be transferred in full at the time of signing the Investment Agreement or in the form of financing provided under the calls for the specific investments?
11. Will funds dedicated for investing, provided by PFR Open Innovations FIZ, be transferred in full at the time of signing the Investment Agreement or in the form of financing provided under the calls for the specific investments?
The funds dedicated for investing, provided by PFR Open Innovations FIZ, will be transferred under the calls for the specific investments.
12. Is a written declaration of contribution from investors sufficient at the application stage?
Yes.
13. What kind of experience of Key Personnel members is preferred? Is it the experience in the capital markets, successful launching of startups, running efficient multi-threaded / multi-tasking projects, professional asset management, oy maybe any other?
The preferred experience when it comes to Key Personnel members is described in Section 43 of the Term Sheet - preferred teams will be experienced professionals from the venture capital market and/or displaying entrepreneurial experience, experienced in the transfer of technology and commercialization of research and development works, have the knowledge of the venture capital market (including in particular the Polish venture capital market), have specialistic and unique industry experience that stands out compared to other Tenderers. There will be a preference towards the teams with combination of the above mentioned experiences and it is important that at least one of the Key Personnel members has experience in both the investments and exits in a VC fund.
14. Will one of the fund models be preferred with regards to the Tender (Model 1 - the standard VC model or Model 2 – the deal by deal approach)?
No. The selection of the Model will be assessed in a hollistic manner, taking into account the Tenderer's investment policy.
15. Will any of the options for demonstrating contributions from private investors be preferred in Model 1?
Yes. According tothe section 43 of the Term Sheet, Tenderers who have chosen Option 1 to demonstrate a private contribution to the VC Fund’s Declared Capitalization will be preferred (that is, 100% private contribution at the time of submission of the Tender).
16. Should the Letter of Intent for cooperation between the Managing Entity / VC Fund and the Co-investors be demonstrated in the deal by deal approach?
This is not required. However, Tenderers who have submitted letters of intent or other forms of trust between the Managing Entity / VC Fund and Coinvestors will be preferred.
17. How should the Open Innovation formula be understood?
The Open Innovation formula assumes the creation of innovation using the knowledge, resources and technology from external sources, that is, from the science sector and/or in collaboration with organization’s stakeholders. Examples of implementing projects in the formula of Open Innovation are presented in section 11 of the Term Sheet.
18. In Model 2 - the deal by deal approach, are the fees received from the co-investors included in the limits presented in the sections 36 and 37 of the Term Sheet?
No, in the Model 2 – the deal by deal approach, the management fee limits set forth in the sections 36 and 37 of the Term Sheet concern only the fees received from Investors who have contributed to the Declared Capitalization of the VC Fund (that is, PFR Open Innovations FIZ and the Managing Entity).
19. At the time of signing the Investment Agreement, does the VC Fund have to have the ASI status in the KNF register?
With respect to the Tenderers who have been selected during the call and have not yet been registered in the ZASI register, at the time of signing the Investment Agreement, such Investment Agreement will enter into force on condition of obtaining the entry into the ZASI register (condition precedent), that is, it will enter into force upon entry.
For other ASI requirements, we encourage you to read the information at https://www.pfrventures.pl/en/detail/46/pfr-starter-fiz-information-for-the-four-men/, which also apply to the Tenderers for PFR Open Innovations FIZ.
20. Should the appendices 8(i) and/or 8(ii), regarding the statements of private investors, be filled out when submitting the Tender?
When the Tenderer submit the Tender in Model 2, cells dedicated for attaching appendices 8(i) and 8(ii) should be left empty. Those documents concern private investor’s statements made in Model 1.
21. How will the pace of making investments be checked during the Fund’s Investment Period?
In order to calculate the pace of the funds invested, one has to take into consideration the total cashflows transferred from the Fund to the Portfolio Companies as a percentage of the entire Investment Budget, the size of which has been established at the moment of signing the Investment Agreement. The limits of the invested funds’ pace are set at 30%, 50% and 70% at the end of year 2,3 and 4 respectively.
22. In model 2, at what level (fund level or transaction level ) is the weighted average of the private contribution percentage share calculated when comparing it to the required minimum of 40%?
This calculation is done at the fund level.
23. Is it possible to charge variable fees upfront, especially at a later stage of the life cycle of the fund, when the share of the fixed fee (paid upfront) in the total remuneration diminishes?
According to point 36 of the Term Sheet, the fixed part of remuneration will be paid every six months upfront, while the variable part will be payable in arrears (at the frequency agreed with the VC Fund), but we are considering the introduction of a liquidity buffer, which will be determined at the stage of negotiations of agreements.
24. How is the Co-investor's independence from the Portfolio Company understood?
This independence is understood as a lack of capital and personal links.
25. Can a member of the Investment Committee who is an external expert, be a member of an investment committee in another fund?
As a general rule, this is not disallowed. Potential conflicts of interest should be presented along with the way in which they will be mitigated.
26. Can a member of the Investment Committee who is an external expert be a member of key personnel in another fund?
As a general rule, this is not disallowed. Potential conflicts of interest should be presented along with the way in which they will be mitigated.
27. While I'm opening the sheet containing the Financial Schedule for Model 2 in Appendix 1, a recurring referrals message appears, what should I do?
You need to enable recurring referrals as follows:
File -> Options -> Formulas -> check the option "Enable iterative calculation"
28. Is it allowed to submit an offer as a group of private persons?
Yes
29. Is it possible to create a VC fund, in which the private investor will be a TFI (Towarzystwo Funduszy Inwestycyjnych - investment fund company) and where the private contribution to the VC fund will come from TFI investors?
In the case that the private contribution comes from TFI investors, due diligence will not be carried out only at TFI level - it will apply directly to TFI investors. Therefore, if all information on ultimate beneficiaries (TFI investors) will not be made available, then such a structure will not be acceptable.
30. Does submitting an offer in the legal form of SKA (limited join-stock partnership) for a co-investment fund (Model 2), in which there are two investors (PFR Otwarte Innowacje FIZ and managing entity) is required to enter the register of ASI?
In this case, an entry in the ASI register is required.
31. Does the declared contribution of the management entity (key personnel and other team members) have to be paid in full when the VC fund is established?
No. Contribution to the VC fund, both for investment and for management fees, are contributed through capital calls, in which the management entity participates in proportion to its share in the declared capitalization of the VC fund. Therefore, it is not required that at the time of application, individual members of the team should have cash resources equivalent to 100% of their declared contribution to the VC fund - they should ensure, in a way that does not require complicated calculations, that during capital calls they will be able to provide the funds required from them.
32. Is it possible to change members of key personnel during the investment horizon?
During the analysis of the offer by PFR Otwarte Innowacje FIZ the team of the managing entity is assessed as a whole, therefore, at the time of managing the VC fund, any change in the key personnel will require the consent of PFR Otwarte Innowacje FIZ.
33. Is it possible to use a mixed model, i.e. some private investors contribute to the VC fund, and private investors will join on the deal by deal basis?
No. It is not allowed.
34. What exactly means that at the stage of submitting the application, the external entity managing the future VC Fund established in the form of S.K.A. must be established in accordance with the applicable law of the place of registration? Is it enough to be an sp. z o. o. in the organization? Does the sp. z o. o. have to already be registered in the National Court Register (KRS)? Or maybe it is required to be already registered as a ZASI with the Polish Financial Oversight Commission (KNF)?
If the application is submitted by the entity managing the future VC fund, it is enough for it to be a sp. z o. o. in organization.
35. Does PFR Ventures allow the possibility of concluding agreements with co-investors (Model II), which assume buy-outs in the further perspective of the Fund's shares by the co-investor, and if so, can the terms of such a buy-out be fixed in advance?
No
36. In the case of a Fund operating in the form of S.K.A, is it allowed that the mechanism of making contributions by the Managing Entity occur as acquisition of shares in S.K.A. by natural persons being part of eithert the Key Personel or the Management Board or should the contribution be made by the Managing Entity as a business entity?
The contribution should be made by the Managing Entity.
37. What can be a source of a member of Key Personnel declared contribution? Is it only cash or also other forms of assets such as shares of public companies or shares of private companies?
As part of the declared contribution, both cash on the bank account and other forms of assets are taken into account, e.g. shares of public / private companies (depending on the possibility of their liquidation)
38. 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.
