Crowdfunding round eight, Wed 14 Sep 2022 🎈

What happens to crowdfunder acquired shs if and when fteetrade IPOs on a regular stock market?

I am interested but due to the potential different tax implications of buying crowdfunder shs and also the problems one might face with selling them I shall wait until the IPO on a regular stock market.

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If / When Freetrade floats on the stock market all shares will converted into the same class of share and distributed to your broker ie Freetrade.

There maybe be a ‘lock up’ period where you cannot sell shares, this is common and can last 180+ days.

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Will freetrade be registered on Primary Bid by then?

The reason I ask is this sort of service shall allow freetrades current customers (at the time of the IPO) to get first dibs on IPO’d shares.

I know deliveroo and pensionbee did it. You could only sign up for those campaigns on Primary Bid if you could provide proof of being a customer.

With pension bee it was your account number and with deliveroo it was an order number dated in the last 2 months iirc.

Ones freetrade customer number could be used in the same way allowing fteetrade customers to Q jump by using Primary Bid

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I’m not 100% sure but both the companies you mentioned didn’t offer any crowdfunding opportunities, they raised only through institutions.

Given you could have brought shares in Freetrade every year from the launch that seems the most sensible way of securing a pre-IPO investment.

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Brilliant touch @Viktor :rofl::rofl: Juno something we don’t know (sorry Brian couldn’t resist mate)….

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This! Well said, öregem.

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This is a good shout and would benefit current Freetrade investors to top up their current holdings outside of the current yearly raise window

May also be good for Molton Ventures seeing as they also hold a stake in PrimaryBid too :smiley:

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Bored as only Queen stuff on tv so read the forum on the CC pitch and bloody hell it is negative :slight_smile: I know us R7 investors got a pounding but some of the comments go a bit far.

TBH, I do not understand the real reasoning for the huge valuation falls and it does seem crazy FT say we have X, Y and Z KPIs increasing and better than others etc but the share value has plummeted. I also get that the last round was probably valued unrealistically high so do understand the frustration but some of it borders on conspiracy :slight_smile:

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With a pre-ipo company the valuation is in the hands of the VCs. They put in £X based on their own risk/reward criteria and that determines the valuation. The valuation increases or decreases depending on how much they are willing to put in future rounds. Of course, in the end the market (or a future buyer) may or may not agree with the valuation - at the moment we are talking paper gains or losses.

As for the metrics you mention - the general point you need to think about is relevance. There are thousands of metrics - and they all have a purpose. Many of the metrics help in the management of the business. As an investor you have to ask yourself whether those metrics help you to invest or not. When you compare different businesses, in the same space, ask yourself where they are in the business cycle too.

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I get that and companies do tend to only mention KPIs that back up what they want you to hear :slight_smile: Just think it would be nice if companies were a bit more upfront about the negatives as equal as they are about the positives but that goes for all companies and won’t change any time soon for many.

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Different business sectors have different metrics which are ”accepted” as the norm for the industry sector. You need to know what is relevant to the industry sector that interests you. U.K. Company law also stipulates what has to be in the annual report. Finally, pre and post IPO companies have different levels of scrutiny. This makes investing in a pre-ipo company a higher risk activity.

I am not in any way suggesting FT cheat or do anything wrong or not report the truth. What I am saying is in their comments that are not in a regulated format they only say the KPIs that sound good/positive and kind of hide from the questions that are not all rosy.

That seems to be where the slightly more absurd comments stem from and grow out of proportion. Comms have definitely not been a good point for a while now to an awful lot of customers it seems.

Revenue is tiny and the company is burning through cash.

The 2019 predictions for 2021 were 1m customers and 32m revenue.

Agreed - the success tax is a poor model for investors and I’d encourage Freetrade to look elsewhere for their next raise.

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£2,000,000 passed

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When do we know the share price? I did try and read the threads but I’ve been out of the loop for ages.

There isn’t one for this round, its a convertible loan.

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Hi @topdrog88, welcome back to the forum :wave:

As @Mattywallace says, this round is slightly different. You can find more details on the page below and also an explainer on the convertible loan note (CLN) on the pitch page.

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Honestly, I messaged @adam on this and I really think stating that this is different doesn’t give this CLN the credit it deserves. Without a doubt people need to understand what a CLN is - there is plenty of information available on the crowdcube page and elsewhere - however, the fundamentals are being missed

  1. There is a valuation cap at 400m. Buying the CLN now means that any money raised in the next 12 months - a date Freetrade should confirm, will result in your shares being struck at a max price equivalent to a valuation of 400m.
  2. There is a valuation floor, if also by that date, if no funding is raised. Your CLN will convert to shares at the floor value at 250m, approx £3.77. A heavy discount.
  3. If funding is raised at a valuation of less than £400m, you will receive a 20% discount on the share price.
  4. If Freetrade failed before the conversion or is sold, owning debt will give you priority over shareholders. The amount you get will be dependent on the amount Freetrade is sold for. If failing, I expect selling the Tech stack will likely generate enough money to repay some of the debt. A sale of £50m plus would likely give all debt bearers their money back (someone else can confirm this, maybe @Viktor)
  5. Once the CLN converts, it converts to preference shares giving similar benefits to those mentioned in 4. You will be repaid up to 100% before the other shareholders get any disbursement.
  6. And no, there is no interest being accrued on this CLN. As per 7 - institutions agreed to this too.
  7. The terms of the CLN were struck many months ago by the institutions and Freetrade - so you as an investor need to establish whether the markets are worse or better than then and whether this remains a good deal (I have my opinions, but they are not relevant to others when deciding to invest)
  8. Freetrade would not be able to issue shares currently to the crowd, as this event would automatically trigger the terms of the CLN for the institutions.
  9. If regulatory capital is required in the interim, the CLN would be converted to shares at the floor value - I do not know the order of preference on this conversion events amongst CLN holders. Though some as per Adam’s prior correspondence, already have.

Now I am not an expert and just sharing what I’ve gleaned, but I do believe these points should be front and centre. Simply stating the CLN is different doesn’t even start to explain how this proposal can be considered better than a straight-out share issuance.

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New pitch update from Adam: deep dive into Freetrade’s Business Model

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