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Dear Asplan SA (AproPLAN) investors,
During the months of January 2017, you invested in a company named Asplan (holding company of the AproPLAN firm). To remind you, this financing round allowed the company to raise more than 5 000 000 € among investors such as Inventures, the Matexi firm and other business angels.
AproPLAN is a digital service created to facilitate the collaboration between the different actors involved in a construction site and in the renovation of buildings, from the first sketches to the end of the project.
The company has had many great developments during the year 2016. Indeed, AproPLAN recently signed a strategic partnership with the 60 biggest contractors in Belgium to make the country the first one where all on-site construction processes can be done digitally. Following this great progress, a new institutional investor, Fortino, showed interest in investing €1,760,000 in the company which will allow AproPLAN to speed up its development and to maintain its leadership position on the market. The existing shareholders have the possibility to reinvest in the company for a total amount of €1,740,000 in a total funding of €3,500,000.
Following this news, we are giving you the opportunity to reinvest in AproPLAN along with Inventures, the Matexi firm and the new investor. This will reduce the impact of the dilution of your participation and also to offer you the opportunity to invest under the same conditions as the new investor.
This new campaign will be short and will take place between June 2nd 2017 and June 9th 2017. In other words, if you are interested you will have to act fast!
Here is a quick overview of the investment modalities:
- The valuation of the company following the capital increase (post money) in January 2017 was set at €6,000,000. Today, the new investor and a few of the existing shareholders are reinvesting at a valuation of €9,000,000 (Pre Money). This increase in value is of course still virtual.
- The existing shareholders are giving up their preferential right (35%) in order to welcome this new investor. Certain shareholders have already confirmed their contribution: Inventures for €260,574, Matexi for €400,000 and three business angels for a total amount of €408,240. The other shareholders will have to give their answer in the coming weeks, as will you! The noteholders will be able to participate for a total amount of €18,371. In the case of an over-subscription, your investment will be recalculated on a prorata basis (and the difference will be refunded).
- Please note that it is planned for new investors (new investors and existing shareholders who decide to reinvest) to benefit from a preferential liquidation right. In other words, in case of liquidation (sale of a part or all of the shares), the new investors will have priority during the general reimbursement of shareholders.
- A stock option plan will be put into place in order to ensure the loyalty of the best managers and employees of the company but also to make them benefit from value creation. This procedure has a dilutive effect of maximum 10% on the existing shareholders.
The simplification of the legal structure
The conversations and analyses with the new investor made it clear that the current structure, made of the companies Asplan and AproPLAN , was too complex and could cause fiscal uncertainties in the case of resale of the company or of part of the shares. It was therefore decided to simplify it by merging the Asplan Holding (which possesses the shareholding) and the AproPLAN company (which possesses the business).
As a reminder, the structure before the merger is displayed as follows (see graph 1):
- The entrepreneurs hold 30% of the Asplan shares;
- The investors hold 70% of the Asplan shares as well as bonds (we wish to remind you that when you invested, for every €100 invested, each note represented €20 of shares and €80 of bonds);
- An Asplan financing in the form of an inter-company convertible debt towards AproPLAN;
- Direct business angels investments in AproPLAN.
Due to the projected merger, the inter-company debt will be eliminated. Furthermore, the bonds will be converted into shares in order to avoid gaps between the various shareholders of the merged company.
To maintain the balance of share percentages while preserving the economical modalities, the following steps will be taken:
- In order to allow the entrepreneurs to maintain the same level of contribution, 30% of the bonds that are held by investors (you) will be transferred to the entrepreneurs who will commit, at the time of the exit, to maintaining the payment of the planned 10% of interest (calculated since the moment of issue in February 2017 until June 2020). See graph 2;
- All of the bonds (30% belonging to entrepreneurs and 70% belonging to investors) will be converted into shares which will benefit from a preferential right on the product of the liquidation with an interest rate of 10% (calculated since the moment of issue in February 2017 until June 2020). In other words, the right to be reimbursed before the entirety of the shareholders (but after the reimbursement of the amount invested during this new round by the new investors. Economically, the underlying principles of the bonds are maintained. See graph 3.
- The business angels exchange their AproPLAN shares for Asplan shares. See graph 4.
- The Asplan/AproPLAN merger is done. See graph 5.
- The €3,500,000 capital increase is carried out with the previously mentioned conditions. See graph 6.
General assembly of Noteholders
The formalisation with the new investor of everything we have just mentioned is going very well. Like every growing start-up, the reality of the situation and the success of this type of operation calls for a certain promptness and agility of execution. That is why MyMicroInvest Finance is doing everything in its power to not halt this operation.
For this reason we have the pleasure to invite you to the general assembly of Asplan noteholders which will take place on June 15th at 6p.m. in our offices at Co.Station Brussels.
This general assembly will vote on the following agenda:
- The authorisation to accept or to deny the capital increase under the previously mentioned conditions, including the modifications to the underlying assets of the Notes (this process will bring a legal change to the nature of your financial instruments since there won’t be a mix of shares and bonds anymore, only shares will remain).
Because we have to reach a 50% quorum and because we wish to avoid a second general assembly, please confirm your presence at the following address: firstname.lastname@example.org If you are not able to attend, please send us a proxy (see template of proxy attached) or vote by correspondence. Please know that you can choose to mandate “Sarah Kawa” (our legal & compliance officer) to represent you.
If the quorum of this assembly is not reached, a second general assembly will take place the following day, June 16th at 9a.m. You will also find the necessary documents attached to this email (including the official invitation to the second general assembly)
We wish to remind you that Inventures, Matexi and some business angels have already confirmed their participation in this new capital increase. If you wish to join them in the support of this growing company and to benefit from the same conditions than the new investor, a campaign will be launched tomorrow, June 2nd 2017 at noon and will end a week later, on June 9th 2017.
For any questions, don’t hesitate to contact us via email@example.com.