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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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Anne Pleun van Eijsden team 6
Anne Pleun van Eijsden Amersfoort, NL

Forest-friendly notebooks

Paper on the Rocks is on a mission towards a forest-friendly stationery industry. Invest in scaling a sustainable notebook company and certified B corporation.

$154,122 INVESTED
46%
$337,681 22
Minimum target amount Days left
€ 700.000 6.00%
Maximum target amount Interest rate
The concept

The current paper industry is a very polluting industry. Grinding down forests, destroying ecosystems, building production-forests, swallowing unimaginable amounts of water and tons of CO² emissions added to the mix. 

Needless to say, we need to explore paper alternatives and create a more diverse paper industry. Luckily, alternatives are up for grabs. 

We develop and sell tree-free, kind-to-resources stationery, made from stone and agricultural waste to make notebooks of the highest quality. Designed for smooth writing, doodling, and drawing. Ideal for writers, creatives, professionals, and anyone that wants to change the world by the stroke of a pen.


Business for good

Paper on the Rocks makes attractive stationery products from sustainable paper alternatives:


Rockbooks - made from stone rubble

Leafbooks - made from plant waste 


We are on a mission




We educate consumers and companies about the paper industry and help scale paper alternatives, all the while keeping the discussion and innovation within the paper industry alive. 

How Paper on the Rocks creates a healthy ecosystem:

  • Diversify the paper industry by scaling paper alternatives.
  • Create awareness & educate about the importance of forests and forest/resource protection.
  • Build a circulair loop in the recycling/upcycling and production of paper alternatives.
  • Develop stationery products made from paper alternatives.


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: On The Rocks BV
  • Website issuing entity: https://paperontherocks.com/nl/
  • Type of issuance: Convertible bond
  • Issuance amount: € 290.000 -  € 700.000
  • Minimal nominal value per participation: € 200,-
  • Issue price: € 200,-
  • Conversion option: Under certain circumstances the bond can convert to shares of issuing entity
  • Conversion discount: 
    • 10% when conversion is within 1 year after the start of the convertible bond
    • 15% when conversion is after one year but within 18 months after the start of the convertible
    • 20% when the conversion is after 18 months after the start of the convertible
    • Only when conversion is within 3 months after the start of the convertible there will be no conversion discount.
  • Use of funds: Growth, marketing and R&D.
  • Risk profile: High (grower existing longer than 3 years, find out more about our risk profiles)
  • Interest: 6% (single)
  • Collateral: None
  • Repayment: After 5 years, but issuing entity has option for extension of another 2 years
  • Early repayment option: No
  • Symbid costs issuing entity: 4-7% success fee (Excl. VAT)
  • Symbid costs investor: 1% administration fee (Excl. VAT)
  • Target group issuance: Retail investors
  • Expected return: Not fixed, depends on performance issuing entity

The issuing entity is offering two convertible notes: 

  • Convertible A for investors investing a minimum amount of € 50.000 who at conversion will participate directly in the share capital of the issuing entity;
  • Convertible B for investors investing an amount below €50.000 who at conversion will be issued depository receipts through a STAK. 

Unique Selling Points

The most forest-friendly notebook company on the planet

  • Strong impact story & mission to change the way we produce and consume paper.
  • High end quality products that compete with other A-brand notebooks.
  • Innovative and sustainable products made from waste material (stonepaper and agricultural waste paper)
  • Anne Pleun (CEO) – awarded female entrepreneur (MKB Export Award, TedXAmsterdam Women pitch competition semi-finalist, TheNextWomen pitch competition finalist). 
  • Adoption by international A-brands (Red Bull, FrieslandCampina, Triodos)

Revenue model

To consumers

Europe-wide sales of regular and limited edition Rockbooks, Leafbooks and 3rd party stationery through paperontherocks.com. 


To Retail

Retail sales in various shops and webshops in Benelux, France and Germany. 


To B2B customers

Sales of large(r) orders of regular and branded Rockbooks and Leafbooks (starting from 100pcs). 


Achieved so far




  • Paper on the Rocks has worked for more than 4 years in the market of stationery and paper alternatives, forming valuable connections with key players in the market, to revolutionise the industry.
  • Developed a high quality notebook collection, the Rockbooks, that were adopted widely (worldwide orders)
  • Raised awareness about issues in the paper industry.
  • Sales to A-brands: FrieslandCampina, Red Bull & Triodos
  • Professional team with over 5 -10 years of experience in respective fields.





Milestones

  • winner : MKB Export Award 2017
  • semi-finalist : TedX Amsterdam 2017
  • finalist : Next Women Pitch Competition 2018



Required investment and purpose




We are looking for a convertible loan of 290k - with possible extension to 700k.
This will give us a runaway time until 2021, the year in which we will become profitable.


Investment will be spend on (based on 290k):

  • Growing and professionalizing the team (50%): €145.000
  • Marketing and telling our story (26%): €75,400
  • Overhead (15%): €43.500
  • Impact programs (5%): €14.500
  • Contingency (4%): €11.600

When we reach the maximum target amount of €700.000 we will additionally invest in


  • Marketing & PR activities: €210.000

  • R&D track stone paper: €100.000

  • Extend sales capacity: €100.000


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

  • Operations in a new field of the industry. Tree-free notebooks are increasingly popular, which is raising attention of traditional notebook companies. However, based on trends in the market up until now, it is not so likely that these companies will convert their entire production towards paper alternatives
  • Competition with a stronger financial position may pop up. Therefore, we will strengthen our brand- and retail position as fast as possible.
  • Supply chain management. We work with suppliers for the paper supply. There is a risk of instability in that supply chain, which we can only partly influence. However, with this investment we would be able to further strengthen our position as a player in that supply chain.
  • Long lead time for high-volume orders. Our biggest B2B customers often have a long lead time when it comes to decision making regarding orders with a high volume.

Product specific risks associated with investing through 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.

  • Repayment in cash of the convertible bond can only be on the initiative of the borrower, taking in consideration the subordinated status applicable to the convertible bond. Also the lender agrees conversion can take place early in certain circumstances resulting in lower or no conversion discounts.

  • A conversion discount will not be applicable for lender in all conversion scenario's, this might have a negative impact on the financial return.

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Anne Pleun
Founder & CEO

Anne founded the company in 2015. With a background in e-commerce, History (of social movements and revolutions), European Union Law and Chinese Language, she can be described as a generalist. From the age of 11 she knew she wanted to change the world for the better, through building a regenerative company. Her daughter is also a big inspiration in her efforts to improve the state of the World

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Mark Gijlstra
Lead strategy & impact

Mark is an outdoor enthusiast and is responsible for marketing, R&D and impact. He is an experienced business developer at social startups and multinationals as WakaWaka, Philips and Elho.

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Tessel van der Lugt
Office & supply chain manager

Tessel is our star in coordinating and organization. She coordinates custom designs, manage production, shipping, invoicing and manage financial administration and office operations.

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Philip Groen
Sales manager B2B

Philip has joined PotR this summer, having left his consulting position in the financial industry. He successfully searched for a more meaningful career, in which a positive impact to both clients and the planet is now his primary focus. As B2B Sales Manager, Philip enjoys connecting to everyone with a sustainable mindset, to share the positive message of paper alternatives to corporate clients.

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Rest of team
Marketing, communication, sales, design & analyst

Stijn : retail sales & trade marketing manager
Richard : business analyst & controller
Lieke : marketing communication
Honorata : visual brand & product development
Lisa : social media
Harjo : chief finance officer

Legal structure

The provider is not the issuer of the Convertible bond. The issuer On the Rocks B.V. is a private company, established on 21-09-2015 and located in Amersfoort under the Chamber of Commerce number 64170551. The address of the issuer is Computerweg 1-H, 3821 AA, Amersfoort.


The company website: https://paperontherocks.com .


Contact person: Anne Pleun van Eijsden - Anne@paperontherocks.com - +31 6 29 707 383

The issuing entity is managed by Blue Ice Holding BV, the holding of Anne Pleun van Eijsden (+31 6 297 07 383) 


70% of the shares in the issuer are held by Blue ice holding bv and 30% by Anstruwe BV

Human development

The team will be expanded as follows:


In case of raising between 290-400k, we plan to make the following hires:

- Q3 2020, Marketing senior

- Q4 2020, (international) B2B Sales manager


In case of raising between >400k-700k, we plan to make the following additional hires:

- Q2 2020, (international) B2B Sales manager

- Q2 2020, (international) Retail Sales manager


The product

Paper on the rocks is a Bcorp certified social enterprise doing business for good. We are on a mission to save our forest and transform the way we produce and consume paper. We are passionate about anything paper related. Writing, drawing, doodling, coloring… You name it, we love it. Producing paper products designed with an eye for detail, with that elusive book-ish smell, touch and feel- it just tickles us in all the right places. And you wouldn’t be here if you didn’t have that too, it takes one to know one.

Notebooks wraps both in one solid solution:




Rockbook

Stone rubble notebook

The key ingredient of our Rockbook collection is stone rubble. Ironically, their grainy beginnings result in the smoothest writing surface known to man, and woman. Trust us, we’re biased. Sleek design and cheekily waterproof, these books ensure that your memories, ideas, and drawings are made to last.

In hard- and softcover I 5 colors I 80 ruled stone paper sheets | waterproof and durable | softcover books are made without a single drop of water | super white paper, without bleach or toxins | hardcover books include elastic closure and ribbon | dimensions: 13 x 21 cm


Branded Rockbook / Leafbook

Personalized and unique Rockbook or Leafbook

A branded notebook with your own branding to share a green story and make an impact.

Same specifications as our regular notebooks | brand the cover with your logo and tagline, in the colour of your choice | customise the text on the inside of the cover – for example, with a mission statement | minimum order: 100 books


Leafbook

Recycled plant waste notebook

Plant waste... becomes plant- based! The Leafbook collection is our latest innovation. As you can see, we’re branching out. A high quality notebook made from recycled agricultural waste. With a design that’s sure to leave an impression, these books let you capture your ideas, memories and drawings on a guilt-free surface. Beleaf us yet?


96 ruled sheets made from agricultural waste paper | beautiful and durable design | 5 colors I made without unnecessary use of water | no bleach or toxins | 100% circular product | dimensions: 14.8 x 21cm


Unique Selling Points

The most forest friendly notebooks on the planet


Per segment

Consumer & retail

  • The only notebook on the market that combines sustainability and superior quality. 

  • Innovative and sustainable product made from waste, connecting to the desire of a circulair world.

  • Connects to the global trend to live more sustainable and save our planet. 

  • Strong impact story strategy and tactics 

  • In size growing collection: more colors and prints

  • (PG) No use of bleach or toxins in the production process


B2B

  • The only notebook on the market that combines sustainability and superior quality. 

  • The only sustainable and superior quality notebook on the market that can be branded/personalized. 

  • Innovative and sustainable product made from waste, connecting to the desire of a circulair world.

  • Connects to the global trend to be more sustainable and do business for good. 

  • Strong impact story appeals to many businesses

  • In size growing collection: more colors and prints

  • (PG) No use of bleach or toxins in the production process



Specific USP’s per book


Rockbooks

  • Waterproof

  • Silky smooth writing experience

  • Rockbooks are perceived as high-end, chique notebooks


Leafbooks

  • Eco/sustainable look and feel of the product

  • Immediately creates positive brand image

Revenue model

We strive to grow the volumes of our notebook productions, to aim for a margin on or above 50% for each notebook sold. In the industry of B2B goods we already have a healthy margin at this moment in time. However, in the higher-end segment of the B2C/Retail notebook industry, the current margin is considered on to be on the lower end of the spectrum. 


Our margin will increase once we have a steady high production volume. Important to note here, is the fact that we can combine different notebook production rounds (e.g. hardcovers in different colours, B2B and B2C orders) in one run. This means, when the volumes increase, these kinds of combinations of orders can increase our margin significantly. 


Currently margins on all of our products are between 40-50%. 


B2B notebooks (custom made)

Rockbook

Branded, softcover: €11 - €3 (depending on #)

Branded, hardcover: €13- €5 (depending on #)


Leafbook

Branded, softcover: €11 - €3 (depending on #)

Branded, hardcover: €13- €5 (depending on #)


B2C notebooks (retail + webshop)

Rockbook 

Regular softcover: €11,95 (inc VAT)

Regular hardcover: €16,95 (inc VAT)

Limited edition: €11,95 - €18,95 (inc VAT)


Leafbook

Regular softcover: €9,95 (inc VAT)

Scalability

Sales

Retail markets: sales in Benelux, France, Germany and Italy. We need agents to accelerate sales outside the Netherlands.  


B2B markets: focus on Western Europe, with some sales to strong (impact) brands around the world. We need agents to accelerate sales outside the Netherlands.  


Production and distribution

Production: same model as now, local production

Supply: distribution from HQ



Current status

Product development


Regular books : 2020 colors

Launch : Q4 2019

Own development with production partners


Limited editions : 3 new editions

Own development with production partners

Launch : Q4 2019


Backpack book

Development and production with partners

Launch : Q4 2019




Planned developments

Product development 2020-2021

  • Regular books: annually new trend colors
  • Regular books: more sizes and different formats
  • Limited editions: every quarter 3 new limited editions based on trends
  • Personalized books
  • Stationery products beyond notebooks

Target group

Paper on the rocks focusses on conscious consumers and businesses in Western Europe and rest of the world with eye for quality and design. 


B2B customers

B2B sales all around the world. 

Segments: finance, government, education, tech and impact


Consumers

We have customers all around the world, but our focus lies on Western Europe 


Quality seekers - those who desire high quality stationery

Planet savers - those who want to do good with each sale

Design edicts - those who love surprising and trendy designs


Retail

Retail is new for us and we already launched campaigns in the Benelux and France. Germany is our next step.


High end shops - like the Bijenkorf, Selfridges

Medium end shops - bookshops like Bruna and Akko

Concept and sustainability shops  

Market size

The global market for stationery products is growing to 226.2 billion dollars by 2020. In this industry, the high-end notebook industry is growing especially fast in Western Europe. In Europe there is a trend to move away from the 'simple' notebooks, towards more advanced luxury products with premium pricing. There are no serious competitors in sustainable notebooks around the world, even though trend reports indicate a growing interest in tree-free notebooks. There is a gap to be filled in this segment of the market, where Paper on the Rocks has a first mover advantage


Competition

The annual turnover of Moleskine, the Italian notebook manufacturer that sells worldwide and especially offline, is 128 million euros. The annual turnover of Paperblanks, a stationery brand is 20 million euros (2018)Paperblanks is valued at 90million euros (2018). 


Competition

General notebook competition (top 3)

Moleskin
Leuchtturm 1917
Paperchase


General stationery brands usually differentiate based on designs and functionality of the books. We also aim to have a signature 'Paper on the Rocks' style for our notebooks. Since this is mainly aimed at the B2C segment of the market in which we are not really present yet, the development of these collections is part of the reason why we started the current investment round. 


Competition in tree-free notebooks

Currently some players are popping up in the domain of stonepaper notebook (Karst, A Good Company) in other parts of the world. Paper on the Rocks holds the first mover advantage (still) in this domain. 

However, we have a broader focus compared to these companies. Where the 'competition' mainly focusses on stonepaper notebooks (Karst), or to form a lifestyle brand (A Good Company), we focus on improving the industry, supply chain and becoming involved in further development of paper alternatives, to create a healthy and differentiated paper industry. 


B2B segment

Noting from the year reports of some competitors, the focus of traditional stationery companies that have been around for a longer period of time, is that they rely heavily on their B2C presence. The B2B segment is only a small part of their business. When we look at Paper on the Rocks, currently the largest chunk of our turnover stems from B2B sales. That means, there is a world to win when we become a primary player in the B2B segment but also expand into the B2C market, internationally. 

Customer feedback

B2B customers




Customer feedback

We like the look and feel!  Especially the way the rockbook has been created, makes it a valuable and innovative item for daily use. The size and shape makes it easy to take it with you everywhere.

Triodos Investment Management


" We love Rockbooks here at Danone headquarters. Not only do I love that they are made of rocks- what a great story, but I love the quality- they feel sort of slippery and they are waterproof, terrific.

With love and appreciation from these rock stars!"

Lorna Davis - Danone

New customers


Sales pitch

Consumer

We are Paper on the Rocks. An activistic stationary company that uses business to inspire and implement solutions to protect our forests and planet. We use tree-free and resource-friendly paper, made from construction (stone) and  agricultural (plant) waste resulting in nature-friendly notebooks. Our books are of the highest quality, beautifully designed for the smoothest writing and drawing experience. Ideal for writers, creatives and professionals.


B2B

We are Paper on the Rocks. An activistic stationary company that uses business to inspire and implement solutions to protect our forests and planet. We use tree-free and resource-friendly paper, made from construction (stone) and  agricultural (plant) waste resulting in nature-friendly notebooks. Our books are of the highest quality, beautifully designed for the smoothest writing and drawing experience.

Looking for an end-of-year gift, a notebook for your team to jot down their great ideas, or a nice give-away for an event? We’ve got just the book for you.

Marketing & sales channels

Consumers (own web sales)

  • Worldwide sales of regular and limited edition notebooks
  • Sales through paperontherocks.com
  • Campaigns run through fairs, social media, newsletter, influencers, PR and (paid) advertising.
  • Growth will be realized by product development, better customer experience and marketing. 


Retail

  • Retail sales in various shops and webshops in Benelux.
  • Channels: high-end-, mid-end-, concept- and sustainability- shop
  • Campaigns run through fairs, PR and direct approach.
  • Growth will be realized to attract more retail partners who sell our books in the Benelux, partnerships and internationalization. 


B2B 

Sales of large(r) orders of regular and branded Rockbooks and Leafbooks. 


  • In Sales, we work with distributors and wholesalers to reach retail customers

  • Our Sales team also connects with major retailers directly

  • Our PR is designed to reach retail decisionmakers through news and business media

  • To reach consumers, we employ our social media channels, collaborations with food boxes and other ‘trial’ channels, food bloggers, large food events, PR/publicity and instore marketing

  • We create large amounts of attractive content: flyers, recipes, mini cookbooks, cooking videos etc.

Marketing objective

3 objectives


1) create awareness about the paper problems (pollution etc)

2) we offer sustainable paper alternatives made from waste to offer a green alternative. 

2) we sell sustainable books, which are also great looking & high quality books

Partnerships

Investering & kennis partners

Pymwymic

Dreamleaders B.V. 


Impact & media partners

Blab Europe

Impacthub

Nudge

Blyde


Retail partner (BeNeLux)

Quantore



Turnover so far

The issuing entity is active since 2015. The following financial information is the most recent information available.


P&L

The following information applies to the book year 2018:

  • Revenues: € 156.800

  • Cost price of sales: € 47.140

  • Operational costs: € 56.966

  • Other costs: € 13.516

  • Net profit: € -72.003

The following information applies to the results until september 2019:

  • Revenues: € 172.199

  • Cost price of sales: € 96.393

  • Operational costs: € 87.095

  • Other costs: € 17.005

  • Net profit: € -158.744


Balance sheet

The balance sheet data per 31st december 2018

Total equity equals €-98.247, and consists of:

  • Issued capital:   € 1.000

  • Other reserves: € -99.247

Total liabilities equals €174.546, and consists of:

  • Non current liabilities:   € 126.608

  • Current liabilities: € 47.938


The most recent balance sheet date is of 30-09-2019

Total equity is €-256.991 and consists of:

  • Issued capital  €            1.000

  • Legal reserves  €            -99.247 

  • Other reserves   €           -158.744


Total liabilities equals € 373.151 and consists of:

  • Non current liabilities  €       191.607

  • Current liabilities mid term   €      55.000

  • Current liabilities short term   €126.543

The equity/debt ratio per 31 December 2018 equals 0/100 (equals 100) and per 30 September 2019 equals 0/100. After the issuance of convertible bond with the minimum target of € 290.000 this ratio equals 0/100. After the issuance of the convertible bond with the maximum amount of €700.000 this ratio will be 0/100


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 € 290.000, €56.743 and with a maximum target amount of € 700.000 this will be €466.743. This contains of:

  • Cash: €25.790 with the minimal funding target (€435.790 with the maximum funding target)

  • Claims: €88.705

  • Stock: 11.327

  • Trade and other receivables: € -69.079

Total loans outstanding equals € 246.608 and consists of:

  • Loan PYMWYMIC Dif      €                 41.108 
  • Loan Angel Investor #2    €                 50.500 
  • Loan Angel Investor #2    €               100.000
  • Loan Family                      €                35.000 
  • Loan Family #2                 €                20.000 


Securities

The issuing entity has provided no securities to the investors in the convertible bond. However securities have been provided to other current creditors.

Projected turnover

Expected revenue 


2019: € 335.958

2020: € 1.204.255

2021: € 3.018.767


Assumptions

The projected turnover is prepared in close collaboration with our senior finance advisor. 


The main drivers behind the projected turnover are the increase in sales volume, the productivity and growth in the team, and an increase in product margin. 


Sales volume


The predicted sales volumes are an estimation and based on a steady growth of our historic sales performance.

The predicted volumes are based mainly on a growth in B2B clients, and on recurring B2B customers. Currently around 40% of our B2B clients are recurring clients.

At this moment we don't work on a contract basis with our B2B clients. We are in the process of changing that, so we can rely on a steady stream of B2B sales.

In our predictions there is hardly any volume calculated from B2C sales efforts at this moment. The reasoning behind that, is that we are new in this field of business and aim for a realistic forecasting of our volumes. We are entering the B2C market in the Netherlands and adjust our forecasts on a monthly basis, to base our expenses on an accurate prediction of turnover. We expect the B2C sales volume to increase significantly in the coming months. However, consulting with our senior advisors (who are very familiar in the consumer product segment of the market) it could take some time to establish our brand firmly in the retail(B2C) segment of the market.


Team growth and productivity


Currently our sales capacity is limited due to the fact that there is only one team member fully dedicated towards B2B sales. We expect the sales to increase when the capacity in the team is extended and we can also become more pro-active in international sales. 


Increase in product margin


The predicted volume growth will lead to a healthy product margin in the near future. Produced in small volumes, our notebooks have a relatively unhealthy margin, but once we cross a set threshold on more production sprints, the margin will increase overall and lead to a sustainable and healthy margin on our side (>50%). 

Invested so far

In 2018 we had a first seed investment round, in the form of a convertible loan.


- Pymwymic and an Italian angel investor stepped on board with an investment totalling €90.500.


In the current investment round, €100k is already committed by a Dutch angel investor. 

Investment requirement

We are looking for a minimum investment of €290k in the form of a convertible loan. The maximum and ideal scenario would involve a total investment of €700k in the form of a convertible loan through this crowdfunding campaign. 

Purpose of investment

Use of funds:

With the minimum target amount of €290k investment will be spend on (based on 290k):

  • Growing and professionalizing the team (50%): €145.000
  • Marketing and telling our story (26%): €75.400
  • Overhead (15%): €43.500
  • Impact programs (5%): €14.500
  • Contingency (4%): €11.600

When we reach the maximum target amount of €700.000 we will additionally invest in:

  • Marketing & PR activities: €210.000
  • R&D track stone paper: €100.000
  • Extend sales capacity: €100.000

Return

Return & Exit

Interest

The return will be single interest of 6% on the convertible bond. Next to that in case of conversion to shares (Borrowers-A) or certificates of shares (Borrowers-B) there may be dividends and/ or increase in value in case of selling these shares or certificates of shares.

Conversion

Each investor can convert his/ her full investment to shares or 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 €300.000.

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

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

Conversion discount

As a borrower-A in the convertible bond, you will receive shares in the issuing entity and as a Borrower-B 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:

-10% if conversion occurs after 3 months but before 12 months after closing this convertible bond.

-15% if conversion occurs after 12 months but before 18 months after closing this convertible bond.

-20% if conversion occurs after 18 months after closing this convertible bond.

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

The lender will receive single 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 repaid or converted to shares or 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.

The return will not be paid from the investments of other investors in this round.

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


Risks

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 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 compiled and published 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 B.V., limited liability entity, registered in Rotterdam, office at Marconistraat 16, Rotterdam, and registered in the commercial register of the Chamber of Commerce under number 52466825;


  • On The Rocks BV: a limited liability entity which is the issuing entity;

  • Intersolve EGI B.V: Symbid has a partnership with Intersolve - First European E-money Trust - a Dutch financial institution that specializes in providing services in the field of settlement of payment transactions and electronic money. In order to be able to offer its financial services in accordance with the applicable financial legislation and regulations, Intersolve has a license as Electronic Money Institution and Intersolve is supervised by De Nederlandsche Bank (DNB) plus the Netherlands Authority for the Financial Markets (AFM).