What are the costs for rolling up investors with Odin?
We charge $1,400 / £1,000 plus 1.9% of funds raised. This is capped at a maximum of £2,000 / $2,700. All prices include VAT.
Who pays the fees? Investors or the investee company?
Either - that's up to you.
My investors are UK tax-resident - can they claim S/EIS?
Yes. The investee is responsible for issuing the relevant document to the underlying investors in order for them to claim their tax relief. This is a straightforward process.
What legal structure do you use?
We use a United Kingdom Bare Trust to administer your investments.
This means a non-operating subsidiary of Join Odin Limited holds investor shares in custody. As investor, you sign some terms and conditions with Odin and a declaration of trust with this non-operating subsidiary. However, you remain the beneficial owner of the underlying assets.
It is completely tax transparent, and in a liquidity event you, as beneficial owner of the shares, pay tax wherever you are tax resident. You do not have any UK tax liability.
The specific terms of investments in a deal, including things like carried interest payable to the lead, are outlined in a side-agreement for each deal. It also specifies governance and other rights.
Yes. Investors anywhere can invest in companies anywhere. Any returns will be subject to taxation in the jurisdiction where the investor is domiciled.
Are any changes to articles or shareholders agreement needed to support a nominee structure?
No, not typically.
What about voting / investor consent?
Voting / investor consent may be carried out by each individual investor, or the group of investors may agree to proxy this activity to the founder or the chair of the board. It's at your discretion. We recommend proxying to the chair.
In general, all the investors in the syndicate are entitled to exercise their pre-emption rights, and can do so directly or via another SPV structure in future rounds.
You can choose to control pre-emption, information rights and voting only if you are a regulated fund manager.
Who is the signatory on my company's legal documents?
The signatory is Odin.
How does reporting work?
Reporting to underlying investors is at the discretion of the company and is typically specified as monthly or quarterly in your shareholder subscription agreement. All underlying investors in the Odin SPV will have the same information rights as other investors, unless you issue them shares without information rights.
Can an investor in the SPV sell their shares via a secondary transaction?
As standard, it is possible for investors to trade in and out of their positions in the SPV. They will usually need to offer pre-emption to existing shareholders in the company first. We charge a 1% transaction fee for managing this process.
How does this work from a regulatory perspective? Do investors need to be accredited / sophisticated?
In short, yes. According to FCA and SEC regulations, you have to be a sophisticated investor to invest in alternative investments such as private deals, venture capital, angel syndicates, etc.
An accredited / sophisticated investor has a strong understanding of the risks associated with alternative investments gained through experience in the sector and/or exceeds a specific net worth or income threshold depending on the regulation of the country they are resident of. If your investors do not meet these requirements, you may be legally liable.