Each company is then required to provide a presentation as well as a detailed Information Memorandum for investors, and we generally also commission a short 6-8 minute video in which the senior management team can present the technology and the commercial opportunity directly to prospective investors.
Each individual investment will usually represent a significant minority equity position in the portfolio company, usually in the range of 5% to 25% of a portfolio company’s equity.
The terms of each fund-raising engagement are written into a subscription or investment agreement. Together with the company’s Articles of Association and sometimes an additional shareholders’ agreement, these together cover all rights and minority protections, corporate governance and shareholder consent provisions.
All investments will be made in a Cayman Islands SPC or Segregated Portfolio Company, with a separate SP or Segregated Portfolio established for each investee company. The SPC will represent clients’ interests in the investee company, also offering an attractive solution for the investee companies that allows them to raise funding from a number of investors whilst maintaining a clean share register and dealing with one shareholder on an ongoing basis.
Harwell Capital SPC issues Participating Shares in the Segregated Portfolio specific to the underlying technology company investment to investors, with the rights of investors, risk factors and Harwell structure set out in detail in the offering documents drawn up by our legal advisers, leading Cayman Islands law firm Ogier.
We monitor the progress of all our portfolio companies closely, and the agreements also include our rights to appoint a Non-Executive Director or Observer to the Board, depending on our interest in the company. Our partners Midven act as Observer on the Boards of most of our portfolio companies and report regularly to us.