Conditional upon Admission, the Company has agreed to acquire the Initial Portfolio. On Admission the Company will, by virtue of the Acquisition, have a portfolio of five investments with an aggregate valuation of approximately £33.3 million as at 31 December 2017 (the latest practicable date prior to the publication of this Prospectus).
The Initial Portfolio will be acquired by way of the acquisition by the Company of all of the limited partnership interests in the Partnership and the acquisition by the General Partner (a wholly owned subsidiary of the Company) of the general partnership interest in the Partnership.
The Initial Portfolio comprises the assets below.
Summary of the Initial Portfolio
The Initial Portfolio comprises the following five investments held by the Partnership.
The valuations below are as at 31 December 2017 (audited). Since the date of such valuation, there have been no changes to the constituents of the Initial Portfolio and there has been no material change to the valuation of the Partnership.
|Trading name||Legal name||Valuation (£)||Investment type||Percentage shareholding in portfolio company1||Percentage of Gross Assets of the Company2|
|BullionVault||Galmarley Ltd||£8.4 million||Ordinary shares||11.0%||8.4%|
|Interactive Investor||Antler Holdco Limited||£3.0 million||A ordinary shares||4.0%||3.0%|
|Seedrs||Seedrs Limited||£1.9 million||Series A prefered shares||4.0%||1.9%|
|SRL Global||Maya Technologies Limited||£1.5 million||Ordinary shares||10.0%||1.5%|
|Zopa||Zopa Group Limited||£18.5 million||Series 3 preferred shares||7.4%||18.5%|
1 On a fully diluted basis.
2 Assuming 100 million Shares are issued pursuant to the Issue.
Further information on the Initial Portfolio
BullionVault is the world’s largest retail precious metals investment and trading platform, established in 2005. The platform allows retail investors to hold and transact in investment grade bullion gold and silver; it has approximately US$2 billion in stored bullion on the platform with more than 70,000 users from 175 countries. It earns revenue from commission, custody fees, interest receipts and the difference between buying and selling prices of gold.
Augmentum invested in 2010 alongside the World Gold Council.
Whisky Invest Direct
In addition the initial Portfolio includes an interest in Whisky Invest Direct which is held through the investment in BullionVault.
Whisky Invest Direct was founded in 2015; it gives retail investors access to maturing whisky as an asset class. This is an asset class that has a long track record of growth and has previously been opaque and inaccessible. The business seeks to change the way some of the 3 billion litres of maturing Scottish whisky is owned, stored and financed which would give self-directed investors an opportunity to profit from whisky ownership.
Interactive Investor is now the second largest online broker in the UK after Hargreaves Lansdown. The business was established in 1995 and provides execution-only products and services to facilitate trading and investing in shares, funds, exchange traded funds and investment trusts for a flat quarterly fee. More than 1 million unique users visit the website every month.
Augmentum invested in 2014, since which point Interactive Investor has grown its assets under administration from approximately £3 billion to approximately £20 billion following the recent acquisition of TD Direct UK. JC Flowers, amongst others, provided the capital for this acquisition and is the largest shareholder.
Seedrs is Europe’s leading equity crowdfunding platform that has funded over 600 deals and has had over £320 million invested on the platform. Augmentum invested in 2015 alongside Woodford Patient Capital Trust plc.
2017 was a record year for Seedrs, with a total of £125 million invested into campaigns on the platform. In June 2017 Seedrs launched its Secondary Market, which facilitates secondary trading of shares in private companies funded through the platform.
The company has been named The Most Active Funder in UK Private Companies in 2017.
SRL Global provides a platform that allows large family offices, endowments and pension funds to monitor, measure and manage their investments across any number of sub-managers. Augmentum invested in 2010.
Zopa was established in 2005 and is the world’s first peer-to-peer lending platform. Augmentum invested in 2012, at which point loan disbursals in the previous 12 months had been less than £50 million. Since that time loan disbursals have grown at a compound annual growth rate of 61% reaching approximately £1 billion in 2017 with more than £3 billion lent to UK customers so far. Over 60,000 active individual investors choose to lend through the platform with over 277,000 borrowers approved. Most recently, Zopa has announced plans to launch a bank in 2018 and is in the process of obtaining its banking licence.
Zopa has won multiple awards: Winner 2017, Most Trusted P2P Platform for Borrowers and Investors, Moneywise Customer Service Awards; and Winner 2017, Best Personal Loan Provider and Best Alternative Finance Provider, British Bank Awards, among others.
Zopa’s institutional backers include Bessemer Venture Partners, Arrowgrass, Northzone and Wadhawan Global Capital, among others.
The Management Team has identified a pipeline of potential opportunities for the Company to invest in high growth disruptive players across the sub-sectors where it will focus. Through the Management Team's existing industry relationships, the Company expects to be able to benefit from access to an identified pipeline of assets currently in excess of £100 million. In addition to acquiring the Initial Portfolio and subject to the due diligence and transaction management processes, the Company will seek to conclude shortly after Admission a number of these investments.
The Company aims to substantially deploy the net proceeds of the Issue within 12 months of Admission.
The pipeline information is indicative only and there can be no assurance that any of the opportunities in the pipeline will be acquired by the Company.