What is our position? Are we a ‘syndicate lead’? What level of investment are we required to contribute to hold this position? And what equity do we need for this? i.e. is it just a tick box exercise? It says ‘substantial’ what does that mean? This seems to be a key point, because it also affects our monetisation options as well, so it would be great to get more clarity around
Are we certain we match the requirements to be considered a sophisticated investor? Presumably it’s the business (EAH) that is the syndicate lead?
Nominated lead needs to be sophisticated investor -
In short, how are other syndicates operating: what do we need to be mindful of avoiding doing?
Can we bring investors to the platform? How do we do this in a way that isn’t considered to be promoting a deal? Do you offer any guidance on what we can/cannot say to investors?
any deal where the Syndicate Lead does not receive any fee/carried interest, it is likely that the Syndicate Lead would not be carrying out any activity 'by way of business'”, but then it says “if, as part of the deal that you, as Syndicate Lead, are participating in as a substantive investor, you have negotiated additional rights to receive carried interest or other fees in recognition of your work in carrying out due diligence for instance, it is Odin's view that the exclusion from the requirement to be authorised to arrange such deals will still be relevant”.
I’m unclear on the specificity here - how do we establish that we are safe here?
Do you offer any revenue share for investors we bring to the platform?
reasonable membership fee?
What value add do you offer as compared to us using a lawyer to pull these deals together?
Someone specific needs to be called the syndicate lead, and that person needs to be considered a sophisticated investor, he doesn’t think it can be the company, EAH, that can be that role, although he said they might be able to flex that on their side in the back end of the website.
Investors needs to self certify that they are sophisticated.
Regulatorily, they’ve had the approach scrutinised many times by many different legal teams and so they are confident in their approach.
Basically, they’ve found a way to essentially run a fund without running a fund: We can have investors pledge a certain amount, and then we can tell them this is the deal that we are proceeding with, essentially operating as if we are a fund.
The thing that makes me uncomfortable is: why isn’t anyone else able to do this? He said that their regulation covers the ability to arrange deals, which isn’t something that most of the competitors have, so maybe that’s the difference.
The other key point is that, since we are investing in the deal (with £1K), we are considered to be a part of the deal. This reduces liability significantly, because making us a part of the deal means that we aren’t operating in the course of business.
There is an ethical concern here - approaching investors, and then creating deals that we are then telling them to invest in. There’s a reason this is regulated.
I asked the specific question - if we are bringing investors and deals to the platform, what is it that means that we are not arranging a deal and not promoting a deal? He said the fact that we already have the investors in our network is the main reason why this isn’t an issue.
Basically, we have full flexibility when it comes to this. There are no restrictions or requirements here. We can charge membership fees, we can charge fees for the deals, we can charge carry, whatever we can sell to the customers, we can charge.
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