Idea-equity-label
Convertible

Investing via convertible bonds gives you the right to convert the invested amount into share certificates of this company in the future

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I OV team 5
I OV Den Haag, NL

CheckedID online verification

ID document validation with owner verification in real time for professional organizations. Secure, fast and GDPR-proof. No more hassle of handling ID-copies.

$292,432 INVESTED
100%
$291,105 0
Minimum target amount Days left
€300.000 7.00%
Maximum target amount Interest rate
Small_thumb_jid_logo_d1_large_rgb CheckedID online verification
INNER CIRCLE
The concept

CheckedID wants to dramatically improve the way the connected world handles identity documents: no more copies! 

Verification of identity is becoming increasingly important. CheckedID developed a unique service for ID-document validation with owner verification in real time. The product is ready and first paying customers are serviced as of Q2 2018. You can now become a shareholder in CheckedID's success.

Summary of the issuance

Potential investors should read this summary as an introduction to the information memorandum. Every decision to invest should be based on studying the full information memorandum, including the attachments.

  • Issuing entity: JanusID B.V.
  • Websites issuing entity: www.janusid.nl www.checkedid.nl
  • Type of issuance: Convertible bond
  • Issuance amount: minimum amount €250.000 and maximum amount €300.000
  • Minimal nominal value per participation: €20
  • Issuance price: €20
  • Conversion discount:
    • 3 to 12 months after issuance of the convertible bond: 15%
    • 12 to 18 months after issuance of the convertible bond: 20%
    • >18 months after issuance of the convertible bond: 30%
  • Use of funds: repayment of bridge loan, further investments and working capital (see detailed investment plan)
  • Risk profile: Very high (Risk profile Very High because the issuing entity exists no longer than 3 years, click here for more information on Symbid risk profiles)
  • Interest: 7% (simple)
  • Collateral: None
  • Repayment: After 4 years, but issuing entity has option for extension of another 2 years
  • Early repayment option: No
  • Symbid costs investor: 1% administration fee (Excl. VAT)
  • Symbid costs issuing entity: €10.000 success fee (Excl. VAT)
  • Target group issuance: Retail investors
  • Expected return: Not fixed, depends on performance issuing entity (see detailed ROI scenarios)

Unique Selling Points

  • No more hassle of dealing with unreliable copies of ID-documents, because now the originals can easily be processed
  • End-to-end service offering secure and GDPR-proof verification of identity documents
  • Plug-and-play, no upfront investments or ICT implementation needed
  • State-of-the-art technology can now be used by businesses of any size
  • Easy verification of identities of persons who are at remote locations
  • First generally available verification service to include smartphone NFC reading of the ID-document's chip, giving the highest level of assurance
  • Dramatic decrease of the time it takes to truly verify ID-documents and their holders
  • Saves costs and enhances customer satisfaction

Revenue model

Business customers pay a one-off onboarding fee, and a yearly subscription. Main revenue is generated by delivering verification reports to customers. These are charged by volume. The revenue covers cost of services bought and JanusID operations with a sustainable margin.

Achieved so far

  • CheckedID is designed and built to meet GDPR requirements, i.e. 'Designed for Privacy', and has bank-grade security. Personal data is safe and can not be tampered with during any stage of the process.
  • The CheckedID app is available in both Google Play and Apple iTunes.
  • The CheckedID service is ready and available for market roll-out. First paying customers are serviced as of Q2 2018.
  • Relations are established for further roll-out in H2 2018.
  • Partnerships are made with suppliers of supporting services, with which CheckedID is to be integrated.
  • In 2016-2017 JanusID built the JiD-identity platform, as an open and GDPR-proof alternative to e.g. government, bank, Google and Facebook identity and login services. CheckedID provides the identity verification component for this platform. The JiD-platform is available for testing.
  • In October 2018 JanusID joins the NL Pavillion at IT-SA Nürnberg with eight other companies and The Hague Security Delta / Innovation Quarter to promote Dutch cyber security services in the DACH area.
  • All JanusID's investments so far have been funded from owner's resources; i.e. no external debts.

Required investment and purpose

With the minimum target amount of €250.000, we will be able to invest in the following:

  • development and operation of CheckedID (€45.000)
  • sales (€21.500)
  • marketing (€13.000)
  • customer support (€9.000)
  • administrative and legal support (€15.500)
  • management & staff (no fixed personnel yet) (€52.000)
  • Symbid success fee (€10.000)
  • Other expenses (€14.000)
  • repayment of bridge loan shareholders (€70.000; which has been used to pre-pay for the development of CheckedID so far and will serve as liquidity buffer for the investment plan) 
With the maximum target amount of €300.000, we will be able to invest additionally in the following:
  • development of CheckedID and related products
  • sales
  • marketing

See here our detailed investment plan and cash flow projections.

Note that shareholders have so far invested heavily in JanusID and CheckedID, and continue to do so.


For the investors
The funds are to be used for the go-to-market, operations and additional investments in the system and app. As until now the JanusID partners were investing 'their own money', and will also participate in this funding, you can expect them remain prudent in their decision to spend or invest these funds.

In the document 'ROI scenarios' you find (in Dutch) scenarios for the return on investments for eight potential conversion values for these bonds.
1. Basically, if JanusID does not increase in value compared to what it may be worth now, the return will be around zero. Moderate increases in valuation already bring positive yields for investors. In case the value decreases from now on, investors will incur losses, which may amount to a total loss of investment in case of default.
Note that at conversion investors never receive more than 49% of shares.

2. If the company's value increases further up to about five-fold, the yield will be between 12% and 28% per year. This is mainly dependent on the moment of conversion. The sooner, the higher the return. Note that within this fairly wide valuation range the return is similar. I.e. the bonds interest yield plus conversion discount.

3. When the total value of JanusID shares exceeds €3mln at the time of conversion investors will benefit from a cap on the valuation of the shares they acquire. No matter how much higher than €3mln JanusID may be valued at that time, they will get the shares as if the company's worth were €3 million. This may lead to substantial higher returns than from 'standard' convertible bonds.
Note that at conversion investors will never receive less than 8,33% of shares, excluding interest.


Risks
General risks associated with SME investing
  • Risk of competition in markets where the issuing entity is active.
  • Negative impact through changes in rules and regulations by political decisions.
  • Changes in macroeconomic conditions.
  • Performance of issuing entity is dependent upon functioning of board members.
  • There is a risk the issuing entity may go bankrupt.
  • Tax risks through changes in regulations, new regulations or political decisions.
Company specific Risks
  • New player on a new market. This means substantial effort needs to be put on creating awareness with and entries to potential customers to ensure access to the targeted markets. This risk is lowered by closely working with a group of (sales) partners.
  • Dependency on technology partners. This means that potentially partners may want to stop their business or revise or stop their relation with JanusID. There are a few potential technology providers in the market that JanusID could partner with for CheckedID, which decreases the risk of lock-out.
  • Legislative changes on identification documents and verification practices. Potentially governments could declare a ban on non-governmental identity services. However, this is not on their roadmap and would take many years to implement. Also governments could decide to change to way citizens may identify themselves. This also would require a major overhaul of all related processes, stretching far beyond the scope and markets of CheckedID. Such a change would take even longer than the one previously mentioned.

Product specific Risks when investing in convertible bonds

  • The lender agrees that its claims against the borrower under the convertible bond agreement used on the Symbid platform rank below all other, non-subordinated, claims against the Lender as referred to in Section 3:277.2 Dutch Civil Code (‘BW’).

  • Borrower issues a (subordinated) convertible bond, which the Lender can convert at a later stage to depository receipts to become a shareholder of the company. Lender expects an (exponential) growth of value of the company with the possibility to sell the depository receipts with a capital gain. However, in most situations, such capital gains do take more than an additional five years after conversion to be realized. In exchange for the possibility of a high return in case of a scenario of exponential growth of the value of the company, there is a risk the investment will be lost in case the company is not doing well.

  • Order of payment: Payment of returns will happen after payments to creditors and redemptions have been done. There is a risk that the issuing entity has inadequate liquid assets to pay the returns. This means that (a part of) your return can't be paid, if this occurs. In case of a bankruptcy, the following payments have priority over the payments of the returns of this convertible bond: Outstanding creditors and existing loans. This means that in case of a bankruptcy the return on the convertible bond cannot be paid.

  • There is no formal secondary market for the convertible bonds, hence options for trading these convertible bonds are limited. It may be that there is no buyer in case you wish to sell your convertible bond(s). This means there is a risk you can't get your money on the desired moment and have to hold on to your investment or sell the convertible bond for a lower price.

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Irwin M.N. Oedayrajsingh Varma
initiator & managing director

Eager curiosity and a continuous drive for improvement have always been Irwin’s trademarks. Through his work he lets technology become suitable for running a business; no innovation without practical purpose. Since 2013 he’s working on JanusID, aiming to provide both suppliers and users of internet services easy tools to let them interact freely and trusted. Irwin is married, with two daughters.

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Matthijs Ballintijn
managing partner

Solid track record in international sales, sales improvement, (project) management and operational excellence. Is driven by simplifying complexity. Keeps focus on big picture whilst keeping a sharp eye on details and dependencies. Joined JanusID in 2016 after having worked at Microsoft, ING and Cap Gemini. Matthijs is married and has two daughters and a son.

Legal structure

JanusID is a Besloten Vennootschap (BV) incorporated on 28 January 2016. Chamber of Commerce: 65206231. The address of JanusID BV is Benoordenhoutseweg 21-23, 2596BA The Hague. The issuing entity's directors are Irwin MN Oedayrajsingh Varma and Matthijs Ballintijn.
The company's shareholders are Phronetic Holding B.V. (63,2%) and Suizebol Holding B.V. (36,8%). These shareholding companies are fully owned by current management.




The company's main websites are www.janusid.nl and www.checkedid.nl.
Contact person for investors:
Irwin MN Oedayrajsingh Varma
irwin@janusid.nl
+31707830708

Human development

The company is working with dedicated staff employed at partner companies. Thus we ensure high quality and motivated professionals are working on JanusID development and service delivery, while keeping fixed staff cost at a minimum. When growth of business requires, JanusID will start hiring own staff. The set-up with dedicated partners will, at least for some time, remain core to our operations and staffing model.

The product

CheckedID offers a ready-to-go, end-to-end service for verifying the identity of any person, anywhere, anytime. Targeted at companies and organizations that need to have certainty whom they are dealing with, even for persons at a remote location. All that is needed is a government issued identity document (e.g. passport, ID card, residence permit or driving licence) and a standard smartphone (Android or iOS) which is connected to the internet. By applying state-of-the-art optical document and character recognition it is possible to determine the validity of ID-documents from all generally recognized countries. And through facial biometrics it can be established that the document is in the hands of its rightful holder.
CheckedID has an app which lets the user automatically capture all documents and data needed. This app is highly secure and leaves no data traces after it's finished. In less than a minute a protected and GDPR-proof identity verification report is delivered to our customer.




A special feature of the Android app is NFC-reading of the document's chip. This ensures to the highest degree that the document is valid and has not been tampered with.
CheckedID benefits our business customers as well as their customers. No longer has to be dealt with the non-transparent, customer unfriendly and labour intensive copies of identity documents. CheckedID helps complying with GDPR requirements, by assuring the data is correct and to whom it belongs. And that the identified person was actively involved in and consenting to the verification process before any of his/her data was sent out for processing.

Unique Selling Points

At the moment several providers from all over the world offer good tools for verifying identities and identity documents. Some provide services built with these tools. But so far none offer a comprehensive service like CheckedID that facilitates the complete business process of identity verification. Supported by a customer portal to manage and configure all aspects of the verification flow and work process. Also, no competitor has yet included NFC-validation as standard part of their product.
CheckedID has been designed for Privacy and built from scratch. The best-in-class third party components are used to serve present day business demands and meet the relevant GDPR-requirements.


Revenue model

CheckedID will be sold to businesses and organizations that value a reliable and user-friendly identity verification process. Either because they are required by law and regulations, but perhaps even more because this sets them apart as being more trustworthy towards their customers.
CheckedID will be offered on a pay-as-you-go subscription model, with a modest yearly subscription fee. The fee per verification depends on the flow and data parameters set by the customers, but will not exceed €5 per verification.

Scalability

CheckedID recognizes ID-documents from 200+ countries. It can be used on any smartphone with internet connection. CheckedID verification and reporting is fully automated. The system has been designed with scalability in mind: a self-service portal enables customers to onboard to the service by themselves. They can fully set up their employees or their customers to use the app. This ensures CheckedID can be used anywhere in the world, anytime and by anyone without requiring extensive supporting resources.

Current status

In Q2 2018 the CheckedID service and app comes to market and will be available to a limited number of launching customers. During this period the service will be optimized for scaling up to a broader audience.


Planned developments

First and foremost, the focus of JanusID will be on establishing CheckedID as a leading identity verification service. But at the same time, CheckedID is part of the larger JanusID trusted identity platform. Related and complementary products have been designed, and partly built, that can expand on the success of CheckedID. One example is ShowID: a service through which individuals can share parts of, or claims about their verified identity to businesses and organisations they want to interact with. For instance at a shop counter, ShowID lets you proof an age limit is met, whithout showing the identity document on which this proof is based. Or when checking into a hotel you can share your verified name and passport number directly into the hotel's system, without the need to copy the passport and have the hotel clerk retype the data.

All current and future JanusID products ensure that GDPR and related requirements can easily be met by our customers.

Target group

The market for identity verification is broad, diverse and global. The  required level of assurance is one variable. Live identification is not always required as a level of assurance. Sometimes a derived proof of identity suffices; e.g. by logging into an online bank account you proof to be known by this bank after you once identified yourself. However, in a substantial number of cases a higher level of assurance is required. CheckedID targets all scenarios that require the proof to be based on direct, live and secure verification of an individual's identity. 


This requirement is often a legal requirement as for instance set forth in the 'Wet op de Identificatieplicht' (WID) in The Netherlands.  

Examples of where WiD or similar law applies are corporate and temporary recruitment, financial services onboarding processes, privileged access control and the rental/ lease/ sharing market.

Market size

Temporary recruitment market

The initial focus of CheckedID will be on the temporary recruitment market. We estimate that in The Netherlands alone, about 4 million temporary labour contracts per year are transacted that require direct, live and secure verification of the employee's identity. This number likely exceeds 25 million per year for the Benelux, Germany and France. Within the recruitment market, CheckedID will initially focus on the recruitment market where job flexibility is more common, characterized by shorter term and seasonal work, etc. 


Corporate recruitment market

A second focus of CheckedID will be on the corporate recruitment market, and especially of corporates that employ employees with a relative high turnover. Also here, direct, live and secure verification of the employee's identity is requiredExamples of this can be found in the logistics market, postal services market, etc. Some corporates in this market already use similar identity verification services, which we can target by offering a much better and more reliable service. This is a relatively hard to quantify market backed by industry data, but we expect that in The Netherlands alone more than 200.000 labour contracts are signed each year that fit into this category. Based on CBS StatLine data we estimate the total number of new labour contracts in The Netherlands at over 700.000 per year.


Rental/ Lease/ Sharing market

This is a broad market and in this context we will focus on cars only. Over the past few years, many car sharing initiatives have launched (e.g. Car2Go, Drivenow, Flinkster, Zipcar, enjoy, Grab, ZigZag). It is hard to get reliable numbers on the uptake of these initiatives. The only thing we know is that this market will grow (and this market will see a shakeout). The private car lease market in The Netherlands in 2017 is sized at 103.000 contracts (source VNA). Renting or leasing a car requires direct, live and secure verification of the applicant.


Mortgage application market

In The Netherlands, 4,3 million residences belong to private individuals owner-occupied housing. Of the owner-occupied housing, 3,5 million are wholly or partially financed by a mortgage loan. According to the Dutch Banking Association, in 2017 250.000 mortgage transactions took place, all requiring direct, live and secure verification of the applicant's identity. Note that all these persons need to verify themselves both with the notary, who is involved in the mortgage process, as well as the lender (e.g. bank, insurance company).

Competition

The competition fo CheckedID is diverse and international. Here we consider only competing verification services that handle a formal identity document, or a copy of it.




1. Processors of ID-copies sent in by customers. These processors do optical verification of the copy received. This may be done automatically and/or by a human. The result highly depends on the quality of the copy received. No check on the holder is done, so the copy might be sent in by someone other than the rightful holder. The copy is usually not protected, so securing it and adhering to GDPR is difficult.


2. ID-verification desk boxes. These can be found at offices where employees scan real ID-documents that customers hand in at their desk. This requires physical presence of the ID's holder, limiting the scaling to a larger customer group. GDPR compliance may be hindered by the manual handling of the ID-doc by the employee, who may not be sufficiently qualified or supervised.


3. Providers of verification technology. Typically offer similar technology for document capture and facial recognition as CheckedID incorporates. However, these are offered as building blocks, and not as a fully functioning, highly configurable end-to-end service. So, customers need to build their own implementation, which may turn out too difficult or expensive.

Customer feedback

CheckedID services have come to market early May 2018. A few customers (both corporate and temporary recruitment) using the service for employment purposes. We have agreed not to disclose names yet at this time.

The feedback received on the customer pitches given so far, is very positive and promising. Aspects that are perceived as differentiating are the ease of use of the app, the speed of execution (from capturing the ID-document to receiving the verification outcome in a detailed but well readable report), the chip readout capabilities and the adherence to the highest privacy standards.

New customers

We target processing at least 1.000.000 verification transactions per year in year 3 after launch. We expect requiring 600 customers to achieve this, of which the majority will be onboarded through indirect sales channels and self service sign up.

In the temporary recruitment market, we aim for at least 10% of the Dutch market which equates to 400.000 verifications per year within the next 3 years. In year 2 and 3, we aim to capture at least 1,5% of this market in Belgium, Germany and France which equates to 375.000 verifications per year.

Our goals in year 3 in other designated markets:
  1. Corporate recruitment: 100.000 verification transactions per year
  2. Rental/ Lease/ Sharing: 50.000 verification transactions per year
  3. Mortgage/ Loan market: 125.000 verification transactions per year

Sales pitch

CheckedID is a service for businesses and organizations who require simple, fast and reliable identity verification of customers or employees anywhere. Unlike current methods used, CheckedID does not suffer from manual handling, read errors, waiting time nor left behind ID-data. It provides the quickest, safest and most privacy friendly way to verify the authenticity of an ID-document and its holder, covering over 200 nationalities. This ensures that the person hired or onboarded is legitimate and that all personal data is handled according to GDPR requirements.    

What has been done before

The CheckedID sales activities thus far have been limited. The main reason for this is that we noticed that the service and app really convince people when they see it working realtime. And we have only been able to demonstrate it realtime since three weeks. 

In the process leading up to developing the service, we have talked to a handful of temporary staffing firms to gather input.

To set up our indirect sales channels, we have met and have ongoing discussions with two leading digital signing platforms in The Netherlands and a platform provider for the temporary recruitment market.  

Marketing & sales channels

We plan using the following marketing channels to reach our target audience:

1. Engage with industry specific branch organisations, e.g. HR and temporary recruitment related organisations

2. Publish opinion articles in industry media, e.g. HR media

3. Presence at relevant events 

To influence organizations with an interest in enhancing their customer onboarding processes we plan executing general influencing activities by engaging with politicians focussed on privacy, privacy focussed consultant firms and by publishing opinion articles in privacy or cyber security focussed media.

Our salesmodel:

In order to reach the required selling scalability we will use a mix of direct and indirect sales channels:
1. Direct, with focus on creating self-service procurement, training and implementation. Timing will be dependent on early customer experience and feedback.
The first six to twelve months we will target selling towards: 

   - Organizations in The Netherlands that currently already use a less sophisticated verification solution
   - Flagship names in the temporary staffing, corporate, rent/ lease/ loan and mortgage market
2. Indirect: resell through temporary recruitment platform provider(s)
3. Indirect: resell through online signing solution provider(s)

Marketing objective

We aim to set up a campaign for being the first substitute for the current (mal)practice of sharing copies of ID-documents (in Dutch ' kopietje paspoort'). The goal is to raise public, commercial and official awareness and interest. 

Partnerships

In order to reach the required selling scalability we need to establish indirect sales channels which can help us resell CheckedID. We are currently in the process of reaching agreements with:

  - A recruitment platform provider
  - An online signing solution provider

Turnover so far

The issuing entity has been incorporated in 2016. The following financial information is the most recent information available.


Profit and loss statement 2016 and 2017

The following information applies to the period 1 January 1 2017 to 31 December 2017 and is the most recent available information.

Since the start of the business JanusID has been investing in product development. Over the fiscal years 2016 and 2017 this lead to losses of €27.000 and €34.000, respectively.


Most recent Balance sheet information

The balance sheet date of this information is 8 May 2018.

Total equity is €80.700 and consists of:

  • Paid-up capital
  • Share premium reserve

Total debt is €185.000 and consists of:

  • Current account debt (€1.000)
  • Annuity obligation (€114.000) (lower in rank than convertible)
  • Bridge loans from shareholders (€70.000)

The equity/debt ratio is 30/70. After the issuance of convertible bond with the minimum target of €250.000 this ratio equals 18/82. After the issuance of the convertible bond with the maximum amount of €300.000 this ratio will be 16/84.

The Annuity obligation is the postponed payment of goodwill to the founder. This compensates for the first three years of work and investments in JanusID, prior to it becoming a 'Besloten Vennootschap', or B.V.

As of 8 May 2018 working capital equals €45.600 and consists of:

  • Current bank accounts (€35.300)
  • VAT returns (€11.300)
  • Current account debt (€1.000)


Recent balance sheet events

The shareholders have provided bridge loans to the company of €70.000 in the form of a 6% note to prepay certain investments as described in the investment plan. These bridge loans will be repaid when JanusID is successfully closing this crowdfunding campaign. 

The following information is about the situation after issuance of the securities offered in this investment round. After the issuance of the convertible bond the working capital will be, with the minimum target amount of €250.000, €225.600 and with a maximum target amount of €300.000 this will be €275.600 which assumes the repayment of the bridge loan of €70.000 provided by shareholders under the condition as described above. Current shareholders warrant short term liquidity needs, thus ensuring continuing development and operations of CheckedID.

Securities

The issuing entity has provided no securities to the investors in the convertible bond.

Projected turnover

Two scenarios are provided in the P&L statements attached.

1. a Base scenario which aims at capturing a market share of ca 5% of the Dutch temporary employment market after three years (i.e. 225.000 transactions in year 3). The revenues in this scenario are projected as follows: 

2018: €42.000 

2019: €250.000 

2020: €1,1 million

2. a Target scenario which aims at capturing additional markets in other sectors and countries, leading to a four to five times larger turnover then scenario 1 after three years. In this target scenario the revenues are projected as follows: 

2018: €130.000 

2019: €1,1 million 

2020: €5 million

Both scenarios lead to a positive >14% YoY result for investors. Note that the result depends on the valuation of the company at conversion date. Scenario 2 will likely exceed the Maximum Conversion Value, and thus generate considerably higher returns. However no guarantees can be provided these returns will be realized.

Assumptions

  • EU legislation and supervision regarding identification of individuals will remain at least as strict as currently;
  • Awareness of risks related to online and (semi-)automated identity proofing will remain at least at the current level for both organisations and individuals;
  • Market acceptance of automated online identity and security tools will remain at least at the current level;
  • Smartphone use and mobile connectivity will remain at least at the current level;
  • The market for temporary and flexible employment contracts will remain at least at the 2016 level;
  • Government issued ID-documents will at least for the next five years remain to adhere to common and global standards, like those from ICAO.

Invested so far

Since the company's start the owners have spent a considerable amount of their time, resources and money in developing JanusID's concepts and systems to their current state. The exact value has not been calculated. However, considering 5000+ work hours and more than €150.000 investments plus expenses, the amount JanusID's owners contributed so far is valued well above €300.000.

Investment requirement

Currently, with focus on roll-out of CheckedID, the financial need lies at €250.000. No additional funding is currently sought.
Future investments may require additional funding, depending on the situation at that time (market, organisation, etc.)

Purpose of investment

With the minimum target amount of €250.000, we will be able to invest in the following:

  • development and operation of CheckedID (€45.000)
  • sales (€21.500)
  • marketing (€13.000)
  • customer support (€9.000)
  • administrative and legal support (€15.500)
  • management & staff (no fixed personnel yet) (€52.000)
  • Symbid success fee (€10.000)
  • other expenses (€14.000)
  • repayment of bridge loan shareholders (€70.000; which has been used to pre-pay for the developmentof CheckedID and will serve as liquidity buffer for the investment plan)
With the maximum target amount of €300.000, we will be able to invest additionally in the following:
  • development of CheckedID and related products
  • sales
  • marketing

Return

I. Interest

The return will be simple interest of 7% on the convertible bond. Next to that in case of conversion to certificates of shares there may be dividends and/ or increase in value in case of selling these certificates of shares.

II. Conversion

Each investor can convert his/ her full investment to certificates of shares via a STAK (Stichting Administratie Kantoor) of the issuing entity in all situations in which:

  1. The convertible bond becomes payable.

  2. The issuing entity issues equity to one or more third parties for a total consideration of at least €200.000.

  3. A transaction is executed as a result of which one or more third parties will become a shareholder for more than 10% of the outstanding shares in the issuing entity.

  4. The initial or extended duration of the agreement will expire within a month.

III. Conversion discount

You will receive certificates of shares in the issuing entity on the same terms as a follow-up investor, but with a discount. This is to reward investors for the fact that you have invested already at an earlier stage. The discount will be as follows:

a. 15% if conversion occurs after 3 months but before 12 months after closing the this convertible bond.

b. 20% if conversion occurs after 12 months but before 18 months after closing the this convertible bond.

c. 30% if conversion occurs after 18 months after closing the this convertible bond.

Only if conversion takes place within 3 months after issuance of the loan no discount will apply.

The lender will receive simple interest for the duration of the convertible bond over the initial loan amount. This amount will not be paid but is accumulated to the initial invested amount and paid out when the loan will be converted to certificates of shares.

Redemption of the convertible bond can take place at the initiative of the issuing entity, at the end of the duration, and only if the issuing entity is capable of doing so.

Next to the investors there are no other persons who receive income (other than "costs") from this investment.

Risks

For an extensive explanation of the risks please have a look at the Risk section under "summary" at the top of this page.


Declaration issuing entity

No significant changes

Since the most recently published and audited Financial Statements of the issuing entity, no significant negative changes have occurred in the issuing entity’s prospects.


Trends

There is no information about known trends, uncertainties, requirements, obligations or events that can reasonably be assumed to have material consequences for the prospects of the issuing entity, for the current financial year.


No significant alteration in the financial or trading position

Since the most recently published and audited Financial Statements of the issuing entity, there has been no alteration of tenor in the financial or trading position of the issuing entity and the group to which the issuing entity belongs.


Corporate Governance Code

As the Dutch Corporate Governance Code only applies to companies with registered offices in the Netherlands, whose shares or certificates of shares are admitted to the official listing of a government-approved regulated market (securities exchange), the issuing entity (unlisted) does not apply this code.


Potential conflicting interests

There are no (potential) conflicts of interests between the obligations of the executive board members of the issuing entity on the one hand, and their own interests and / or other obligations on the other.


Procedures

There are no government interventions, court cases, or arbitrations, including such procedures that are pending or may be initiated, to the best of knowledge of the issuing entity, over a period of at least the previous 12 months that may have a significant impact, or have recently had, on the financial position or profitability of the issuing entity or the group to which the issuer belongs.


Figures

All figures in this information memorandum are not audited, unless explicitly stated otherwise.


Symbid and the platform

Some Background Information on Symbid

Symbid's operations largely consist of the acceptance and disclosure of orders for retail, wealthy, and professional investors. Through its activities, Symbid supports the interaction between affected investors and progressive start-ups and growing companies in the SME in the Netherlands. This involves the financing of various types of projects that realize a positive impact the society with the help of an affected group of investors or ambassadors. Our platform provides a non-personalized, online recommendation to a broad audience, by allowing organizations to profile their project in a transparent and financially sound manner, and to professionally build and maintain the relationship with its financiers / investors.

Tied agent

Symbid Cooperation UA is a tied agent of the Limited company (Besloten Vennootschap), Ilfa Tools & Services B.V. as defined in the Dutch Act on Financial Supervision (Wet op het financieel toezicht (Wft)). Ilfa is an investment firm as defined in the Wft and has a license as defined in article 2:96 Wft. As a result hereof Symbid and Ilfa are both under supervision of the AFM.


Other parties involved with issuance

During the issuance, the following legal entities play an important role:

  • Symbid Crowdfunding, a trade name of Symbid Coöperatie UA., a cooperative association with limited liability, registered in Rotterdam, office at Marconistraat 16, Rotterdam, and registered in the commercial register of the Chamber of Commerce under number 52466825;

  • JanusID BV, a limited liability entity which is the issuing entity;