1. Existing shareholders
Before the capital increase in which Spreds Finance will participate at the end of the offer, the entrepreneurs of Posaia (Itinari) jointly hold 57,23% of the shares of the company while the external investors hold jointly 42,77% of the shares.
2. Forecasted capital increase
The capital increase to which Spreds Finance will participate is part of a broader funding of Posaia considered between 401,063 EUR and 450,963 EUR. This funding will be allocated as follow :
- Between minimum 50,000 EUR and maximum 99,900 EUR will be subscribed by Spreds Finance based on the results of the issuing Notes ;
- 351,063 EUR have already been invested by other investors, i.e business angels.
The value of the company before this increase in capital is presently estimated to be a maximum of 1,193,614 EUR. Following this increase in capital, the value of the company will be between 1,594,677 EUR and 1,644,577 EUR, meaning an estimated valuation of 1,193,614 EUR before increase of capital plus between 401,063 EUR and 450,963 EUR of new money brought in.
The table below presents the percentages of the capital held by the Posaia account of Spreds Finance depending on the results of the Notes issue (i.e., a minimum of 50,000 EUR and maximum of 99,900 EUR) and the amount contributed by the other investors (i.e., 351,063 EUR).
3. Dilutive Instruments
Please note that the participation of Spreds Finance, and hence of noteholders, may be reduced if the conditions set out below are met, it being understood that it aims to encourage entrepreneurs to search for the best possible exit.
If within 15 months after the capital increase of April 16, 2018,
- a further capital increase is based on a pre-money valuation of EUR 5,000,000 (ie 4.19 times the current pre-money valuation of EUR 1,193,614) or more
- an allotment of the Company's shares will be held for a value of EUR 5,000,000 (ie 4.19 times the current pre-money valuation of EUR 1,193,614) or more;
then investors in this capital increase undertake to return to the Reference Shareholders 42.55% of their shares at a price of EUR 1 per share.