Procedural Q&A


Registering with InEn is free of charge. All you need to do is complete a simple online registration form and then accept the InEn Terms and Conditions.  Investors and Advisers have to satisfy additional requirements and only gain access if they are able to certify they are high net worth or sophisticated.

InEn is free to Members.  InEn is a not for profit organisation seeking to promote entrepreneurial activity in the UK.  Where it can it will seek to recover its reasonable costs.

Log in with your old email address and go to personal details link. Change your email address on the form, confirm your password and submit. When you next log in please use your new email address.

If you are a Corporate Adviser, Solicitor or Accountant you need to register.  Once registered you can open a Project Room, invite contacts and when the appropriate documents are uploaded you can open the Project Room to Investors. 

Within the log in box is a link ‘Forgotten your password’. Click this and follow the instructions and a new password will be forwarded to you.

You may choose what documents you put on InEn but bear in mind that, if you are seeking to raise capital, in order to attract Investors these documents should provide the information that potential Investors will find useful. Typically, the type of documents that Entrepreneurs place on InEn are executive summaries, business plans, accounts, private placement memoranda, prospectuses and company brochures.  Public companies can offer their shares to the public but private companies must not do so and therefore private companies must not put up offers or application forms.

This is correct. Other Entrepreneurs’ business proposals are only available to those who self-certify as high net worth or sophisticated Investors.  This is because of the way that financial services law operates in the UK.  It also protects the privacy of your business ideas and plans.

All users are required to use a user name and password to access InEn.  All users are required to confirm their email address.  Member profile photo, LinkedIn details and Skype details all work towards ensuring our members are real.  InEn has a code of conduct (below).  We use best practice in back end security.

InEn is intended as a utility to be used by its Members.  The 5 star system is a simple system to allow Members to pass on their views on investment opportunities in a quick but meaningful way.  Simply click on the star which you think best reflects the project you are rating.  If you want a more detailed list to help you rate a project, you could use the list below.

InEn – Project rating to be answered by potential Investors

Market

 

 

 

1.

Does the company's product exist in a form that is sellable?

Yes

No

2.

Can the company prove a well-defined customer need and a ready market for its product?

Yes

No

3.

Is the product easily scalable?

Yes

No

4.

Are there reasonably high barriers to entry for competitors?

Yes

No

Management

 

 

 

5.

Has the team worked together before?

Yes

No

6.

Has at least one team member shown he or she can make money?

Yes

No

7.

Has the team the necessary professional technical and management experience for the business?

Yes

No

Finances

 

 

 

8.

Does the company have revenues?

Yes

No

9.

Can the company demonstrate that its product or service has reasonably high margins?

Yes

No

10.

Can the person controlling finances demonstrate experience of tight control and is there a believable exit strategy for Investors?

Yes

No

Score

[number of yes’s]

 

 

InEn will require 3% commission on funding secured through InEn and 3% share options in the company.  0% will be charged on money raised from investors that companies themselves bring to the round.  This is fairer than most models which charge between 6 to 20% commission.  We do not believe in being greedy. We want to be fair to the entrepreneur but we also want to be able to improve our offering and keep providing free legal and business tools.

For reference, here are some examples of crowdfunding platform fees (we are not a crowdfunding platform, we are a platform for sophisticated Investors, this is merely for comparison):

  • Seedrs charge 7.5% of the profit made from the investment (so if investors expected a 6x return on their £100k investment they would end up paying £37.5k in commission compared to £3k charged by InEn - wow! I know which I'd choose!).
  • Crowdcube charge 7% on all investment even if you raised funding yourself (and you are advised to raise 1/3 of funding outside of crowdcube).  Therefore it is more like a 10.5% commission (so keeping with the £100k investment example, you'd pay £10.5k commission).
  • Syndicate Room charge 4% commission plus a monthly fee (£150-250) and a £1,500 setup fee.
  • Gust charge investors annual license fees. Start-ups, however, are not charged, and Gust does not take a percentage of any money they raise nor any of their equity. Start-ups are not vetted by Gust so a lot of junk ends up on there.  Individual Investors cannot join Gust, you must be part of a pre-existing group.

Any other comparisons you know of please email me and I will add them (Christina@inen.global).

 

Legal and Regulatory


You can only register as an Investor or Adviser if you are able to certify yourself as either a high net worth individual or a sophisticated Investor.  You only qualify as a high net worth individual for InEn if at least one of the following applies -

  • (a) you had, during the financial year immediately preceding the date of registration (or certificate issue date), an annual income to the value of £100,000 or more;
  • (b) you held, throughout the financial year immediately preceding the date of registration (or certificate issue date), net assets to the value of £250,000 or more. Net assets for these purposes do not include -
    • (i) the property which is your primary residence or any loan secured on that residence;
    • (ii) any rights of yours under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or

(iii) any benefits (in the form of pensions or otherwise) which are payable on the termination of your service or on your death or retirement and to which you are (or your dependants are), or may be, entitled.

You can only register as an Investor or Adviser if you are able to certify yourself as either a high net worth individual or a sophisticated Investor.  You only qualify as a sophisticated Investor for InEn if at least one of the following applies

  •  (a) you are a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date of registration (or certificate issue date);
  • (b) you have made more than one investment in an unlisted company in the two years prior to the date of registration (or certificate issue date);
  • (c) you are working, or have worked in the two years prior to the date of registration (or certificate issue date), in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises;
  • (d) you are currently, or have been in the two years prior to the date of registration (or certificate issue date), a director of a company with an annual turnover of at least £1 million.

Financial Services and Markets Act 2000 states a person “must not, in the course of business, communicate an invitation or inducement to engage in investment activity”.  This criminal offence is known as the Financial Promotion Restriction.  It does not apply, within limits, to communications by Authorised or Exempt persons or to communications to persons exempt under the Financial Promotion Order 2005.

InEn is an Exempt person but to fall into line with perceived public policy it adds an extra regulatory layer.  The following persons may receive financial promotions without breaching the law:

  • A Self Certified High Net Worth Investor (self certifies as having an annual income in the last financial year in excess of £100,000 or net assets of £250,000 or more (excluding primary residence, certain insurances and pensions)).
  • A Self Certified Sophisticated Investor (signs an appropriate certificate, which confirms that he or she is qualified to make investments and acknowledges his awareness that he or she may lose all his or her property).

 www.InEn.global provides FREE self-certification as well as email reminder services because certificates are only valid for a maximum of 12 months.

InEn also enables Entrepreneurs to post their business plans which can be seen free of charge by Investors.  

InEn does not solve all the problems of marketing securities to private individuals but it is part of the solution and it does help to create awareness and to generate interest.

 

InEn is not for profit set up to promote enterprise in the UK. The intended benefits of www.InEn.global are:

  • Entrepreneurs: help them to communicate their business proposals to Investors;
  • Investors: provide investment opportunities (while preserving anonymity);
  • Communications: Investors are invited to make direct contact with the featured companies and/or their Adviser.  InEn does not get in the way nor interfere with this process. 
  • Cost: InEn does not charge commissions or success fees. It leaves such fees to the exclusive preserve of professional Advisers.

InEn has built a robust computerised system for self-certifying and provides it free to Investors.  Documents are displayed in a legally compliant way.

  1. You agree to act honestly in all your dealings with other users of InEn.
  2. You agree to show respect and politeness to other users of InEn. 
  3. You will not assist any person to breach the InEn Code or applicable law.
  4. You must comply with company law, financial services law and any professional rules applicable to you.
  5. You will respect the confidentiality of, and not steal the property of, other users of InEn.
  6. You will give feedback that is honest and helpful to other users of InEn.
  7. You must not put any information on the site unless you:
    1. believe it (excluding opinions, views and forecasts) is true;
    2. believe any opinions, views and forecasts contained in such information are honestly held; and
    3. do not deliberately omit any material matter of which you are aware which makes such information to your knowledge, inaccurate or misleading.

Under the Financial Services and Markets Act 2000 and its related legislation either (or both) of the following triggers the requirement for a prospectus:

  1. A public offer of transferable securities in the EU;
  2. The admission of transferable securities to trading on an EU regulated market.

There are certain exemptions to both or either of the triggers contained the in Financial Services and Markets Act 2000 and the Prospectus Rules. 

What is a Public Offer?

There is an offer of transferable securities to the public if there is a communication to any person which presents sufficient information on the securities and the terms on which they are to be offered to enable an Investor to decide to buy or subscribe for the securities in question. 

What is a regulated market?

In the UK the following markets are “regulated markets” for the purpose of the prospectus requirements:

The Regulated Market of the London Stock Exchange;
ICE Futures Europe;
The London Metal Exchange;
EDX;
LIFFE;
The PLUS-listed market

·      Note that AIM is not a “regulated market” and so admission to AIM will not require a prospectus (provided there is no offer to the public).

Once it has been decided that there has been either a public offer or an admission to trading on a relevant market, or both, a prospectus will be needed unless there is a relevant exemption.  Where transferable securities are being offered to the public and are being admitted to a regulated market, the issuer will need to find exemptions that apply to both the public offer trigger and the admission to market trigger in order to avoid the need for a prospectus.  The following section lists examples of some of the exemptions for the public offer trigger.  These questions and answers do not deal with admissions to market.

 

SOME EXAMPLES OF EXEMPT PUBLIC OFFERS

  • Consideration less than EUR 2.5 million: Where the total consideration of the offer is less than EUR 2.5 million.  This will increase to EUR 5 million on or before 1 July 2012.  The Government has stated that it wishes to increase this threshold before then.
  • CIS: Units in an open-ended collective investment scheme;
  • Scrip Dividend: Free of charge scrip dividend;
  • Employee Offer: Offer of securities to existing or former directors or employees by their employer or by an affiliated undertaking;
  • 100 Persons: Offers made or directed at fewer than 100 persons, other than qualified Investors, per EEA state.  This will increase to 150 before 1 July 2012.  The Government has stated that it wishes to increase this threshold before then.  Note that offers by financial intermediaries are treated as those of the issuer.
  • Minimum Consideration: Where the minimum consideration that may be paid by any person is at least EUR 50,000.  This will increase to EUR 100,000 before 1 July 2012;
  • Maximum Consideration: Where the total consideration for the transferable securities being offered cannot exceed EUR 100,000 (to include all offers open at any time within the last 12 months relying on this exemption). Ref: S 86 Financial Services and Markets Act 2000.

A private company commits an offence if it offers its shares to the public (S.755 Companies Act 2006).  An offer is not treated as made to the public if it can properly be regarded (S.756 Companies Act 2006): “a. as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer; or b.     as being a domestic concern of the persons receiving and making it.”

This means that when raising money for private companies you must be very cautious before attaching an application form.  Normally it is done in a stepped process.  Initially there is a business plan (which must not contain an offer) or other communication to Investors.  If an Investor likes what he or she sees a dialogue starts which may lead to a specific letter to or agreement with that Investor.  This process makes it clear that the application form or subscription agreement is not open to anyone other than the named Investor.  The matter is complicated by S.755 Companies Act 2006 which states it is evidence that an allotment of shares was made with a view to their being offered for sale to the public if an offer to the public is made within six months after the allotment.  Raising equity capital for private companies whose shares are thereafter to be traded is a complex process.

Thus business plans (or information memorandum) circulated by private companies ought not to contain an offer of securities.  Offers should only be made when the number of Investors have been narrowed to a select few and then offers then made to them individually (orally or in writing).

InEn’s objective is to help companies access capital.  It does not intend to have any form of trading facility for shares.  InEn feels that the market for trading shares is adequately catered for elsewhere.  However, the Project Rooms could be used as a starting point to find buyers for minority or majority sales in Companies.

S.19 Financial Services and Markets Act 2000 states “no person may carry on a regulated activity in the UK unless he is an authorised person or an exempt person”.  It is arguable that part of InEn’s activity might be carrying on the regulated activity of “arranging deals in investments”. 

InEn was incorporated in April 2003 and has always operated as a not for profit company promoting private enterprise in the UK and as such when InEn carries on any activity which could be classified as a regulated activity InEn is an exempt body by virtue of Financial Services and Markets Act 2000 (Exemption) Order 2001.  In addition the Financial Promotion Restriction does not apply to InEn by virtue of the way in which InEn operates.

One of the exemptions on which InEn relies has its roots in legislation made by Michael Heseltine (former deputy Prime Minister) who told InEn’s founder that his staff was always producing legislation that was far too burdensome and was delighted to create exemptions such as the one that applies to InEn.

If you raise capital by using a prospectus, then you must comply with the prospectus standards.  If you use a private placing memorandum, then there must be no omissions which make the information you provide misleading.  This does not require you to make public disclosure of all information that could be potentially damaging to your company through our website.  However, there is a requirement in our terms and conditions that anyone seeking to raise capital will fairly disclose information to persons introduced through the site.  Please note our terms and conditions (e.g. 5.3 and the InEn Code) do have high standards for those using our facilities to raise capital.  However, they are intended to be subjective standards (e.g. “you honestly believe…”) rather than the objective standards set out in Prospectus law (e.g. a prospectus shall “contain all such information as Investors would reasonably require, and reasonably expect to find there…”). 

In addition, Project Rooms are set up initially as private and then the Project Leader has control over whether to allow in Investors.  If he or she does so initially Investors only get in to see whatever documents the Project team discloses.  If an Investor is interested, he must accept a confidentiality agreement and then ask for access to additional information and such access is subject to the Project Leader’s approval.  The Project Leader gets access to parts of the Investor’s profile.

InEn Directors


Tom Mackay and Christina Mackay 

Tom

Contact: tom@InEn.global

Tom is a corporate/commercial lawyer with considerable international and financial services experience.  Over 35 years’ experience as a Solicitor mainly as a partner in international law firms in the City but also as head of legal departments at 3i PLC and London Stock Exchange.  In:

·         2011 set up Mackay Carter Shaw LLP with a former colleague to offer City experience at reasonable rates for entrepreneurs and their investors.  During 2012 his main preoccupation was helping a client build a fund platform in Malta where the plan is to have 100 funds in next few years.  Tom has advised on hundreds of private company investments as well as on about 30 public company offerings several on London Stock Exchange (including 5 where he also acted as an approved Sponsor to the Main Market).  Illustrations of legal work include: private placement memorandum, investment and subscription agreements (both debt and equity), fund work, options, articles, broker agreements, investment management agreements, joint venture agreements, licensing agreements and LLP agreements, sale and purchase agreements;

·         first decade of 2000 worked mainly in the oil industry for various governments but also continued to work with entrepreneurs and on funds.  Until 2011 was the senior English law partner in a New York firm with 14 offices in 10 jurisdictions;

·         1990s focussed on public offerings first becoming head of legal department at London Stock Exchange before entering private practice and becoming authorised as a Sponsor to the Main Market.  During dot com era Tom worked with a lot of innovative software/internet companies;

·         1980s focussed on venture capital and became head of legal department and a director of 3i PLC when it was hugely innovative and  largest VC in Europe (28 area offices throughout the UK and about 4,000 equity and loan investments) and were controlled by Bank of England and UK banks;

Tom was born in England, raised Scotland, qualified as a solicitor first in Scotland then in England.  When he was making money from software engineers one of his clients persuaded him to give something back and he set up Tomslaw in 1998 as a website giving free precedent documents to entrepreneurs and their investors.  Subsequently he set up InEn in 2002 on a not-for-profit basis helping entrepreneurs communicate with investors.

Tom is experienced in corporate and financial services law and has served on numerous government and Law Society committees.  

Christina

Contact: christina@InEn.global

Co-Founder and Managing Director of InEn, an online platform connecting Investors, Entrepreneurs and Adviser (www.inen.global). 

Management Consultant for eight years with Ernst & Young living in New York and London.  Working with entrepreneurs to help them grow their businesses.  Specialized in Strategy and Program Management.   

MBA from Cambridge University.  Speaker Liaison for The Cambridge Union.  Poets & Quants named me as an, “MBA to watch”.  Recipient of Cambridge University Entrepreneurs Social Enterprise Award.  Performing in a play at the Edinburgh Fringe Festival.  Law degree and CIMA certificate in Business Accounting.  Visited over 30 countries.  Trekked on Mt Everest, on Mount Kilimanjaro and on the Inca Trail.