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Securing Business Finance Workshop
Presented by Nick Lawson
Woking, 10 September 2014
© Tectona Partnership
www.tectonapartnership.com
Who are we?
Click through to our video – just 61 secs long
© Tectona Partnership
www.tectonapartnership.com
A case study
Aim – walk through the process of funding a growing start-up and
highlight useful lessons learnt along the way
• Secure voice payments and PCI de-scoping
• Formed July 2009
• 2013 – turnover of £3.8m, net assets of £(0.8)m
• Funds raised to Dec 13 - £3.7m over four funding rounds
© Tectona Partnership
www.tectonapartnership.com
Round 1 – preparation Aug/Sept 2009
For EIS share issue
• vehicle
• ownership of IP and registration/patent
• start-up costs
• board – regular meetings/documentation
© Tectona Partnership
www.tectonapartnership.com
Round 1 – execution – two stages
• staff equity issue at £0.10 par of £21k
• kept founders under 30% and off the board
• friends and family equity issue at £4.70 premium and
founders at par
• 10% option pool identified for EMI in shareholders’
agreement
• no financial model
• Founders now hold 27% each (excl. option pool) – £410k
raised
© Tectona Partnership
www.tectonapartnership.com
Round 2 - preparation
• corporate finance advisors on board
• teaser “deck” for potential investors (product, plan,
people)
• full financial model – P&L, B/S and funds flow – and
detailed business plan
• meet the investors “beauty parade”
© Tectona Partnership
www.tectonapartnership.com
Round 2 – execution June 2010/11
• Octopus VCT and EIS investor presentation
• due diligence – legal, financial and commercial
• EIS pre-approval by lawyers
• £2m EIS raise limit (now £5m) so invested in two stages
• Founders diluted to 15% each and Octopus took 41% for
£1.8m (£4.4m EV)
• Fees – Octopus £54k, DD £32k, Semafone lawyer £14k
and CF advisors £89k - £189k/10.5%
© Tectona Partnership
www.tectonapartnership.com
Round 3 – execution March 2012
• Octopus follow on £1.3m at £8.1 per share
• founders now at 11%
• Octopus hold 51% at EV of £6.7m
• new class of share and preference on exit – they double
their money first
© Tectona Partnership
www.tectonapartnership.com
Founder holding % versus value
Round 1 2 3 4
Holding 30% 27% 15% 11%
Share of EV - £k 6 116 660 737
© Tectona Partnership
www.tectonapartnership.com
Lessons learned
1. Get structure right at outset
2. Think about the board
3. Keep an eye on the shareholding levels for EIS/SEIS
4. Think about options and splash a bit of equity
5. Use your own network
6. Invest in your presentation and financial model – build
some confidence in your investors
© Tectona Partnership
www.tectonapartnership.com
Contact us
www.tectonapartnership.com
020 3503 0002