Future Fund: the essential Q&A for innovative businesses
The Future Fund was announced by the Government on 20 April 2020 as part of a support package for sectors which drive innovation and development in the UK.
Specific support for the sector was needed as many innovative businesses were either pre-revenue or pre-profit and couldn’t access other Government business programmes such as CBILS.
What support is available?
In April, a £1.25 billion government support package was announced, which comprised:
- a £500 million loan scheme for high growth firms (the Future Fund); and
- £750 million of targeted support for small and medium sized businesses focussing on research and development (R&D Support).
The Government committed an initial £250 million to the Future Fund, to be matched by private investors, but more funding is being made available as a result of the scheme’s popularity, with the scale of the scheme kept under review. The Future Fund is open for applications until the end of September 2020.
How does the Future Fund work?
Companies will be provided with between £125,000 and £5 million in Government support which must be at least matched by co-investment from third-party investors, meaning that only those eligible companies that can attract at least £125,000 of third-party investment will receive funding via the Future Fund. The minimum loan to a company is therefore £250,000 in total.
The Future Fund is structured as a “convertible loan” which enables a lender to convert its loan to shares at a specified timeframe. As a result a company applying for a Future Fund loan doesn’t have to:
- value the company or the price of its shares, which is clearly advantageous in the current climate where company valuations may be significantly impacted by COVID-19; or
- make regular repayments.
Application to the Future Fund is initiated by a lead investor via an online platform. The lead investor will provide information about the investment, itself, any other investors and the company seeking the Future Fund loan. If the application is successful, documentation will be generated for the company and all of the investors to sign.
A solicitor must be appointed as part of the arrangement to facilitate the mechanics of payment of the loan.
The online application platform opened on 20 May 2020.
Who can apply for the Future Fund?
To be eligible, the company receiving the Future Fund loan must:
- be incorporated in the UK or be eligible to apply as a non-UK parent company;
- provide supporting evidence to demonstrate that it has raised at least £250,000 in equity investment in the last 5 years from third-party investors (i.e. not directors/employees/other connected persons);
- not trade any of its shares on a regulated market, multilateral trading facility or other market, stock exchange or listing venue;
- have been incorporated on or before 31 December 2019 (save that if the company receiving the Future Fund is a non-UK jurisdiction company, this only applies to one UK subsidiary operating company);
- have at least half of its employees based in the UK; or
- generate at least half of its revenue from UK sales.
If a company is part of a corporate group, only the parent company is eligible to access the Future Fund.
Non-UK jurisdiction parent companies must meet specific criteria, one of which is that it must have participated in an Accelerator Programme on or before 19 April 2020.
The investors must also meet specific criteria, one of which is that they cannot be a director, employee, a member of family or a friend.
What are the headline terms?
The loans will have a minimum interest charge of 8% per annum, however this could be higher if agreed between the company and the investors. Interest is not payable on a monthly basis, rather it accrues until the loan converts at which point either the interest is repaid or converted to equity.
Subject to certain events including insolvency, the loan matures after 3 years at which point it will either be converted to shares or repaid. In the event of repayment, a 100% redemption premium will be payable.
How long will it take?
The British Business Bank anticipates that funding will be awarded after at least 21 days from the date of the application but this may increase in certain circumstances, such as a delay in providing information as part of the application process. The process is also likely to take longer where a non-UK parent company is applying.
Where the British Business Bank requests further information to progress the application and its request is not responded to, the application will be timed out and closed. A subsequent application could still be made providing the Future Fund is open for applications.
What will the paperwork look like?
The following documents must be entered into, all pre-defined and not subject to negotiation, save for four commercial terms in the loan agreement including the applicable rate of interest:
- a directors’ certificate;
- a convertible loan agreement between (1) the company, (2) the Government entity administering the Future Fund loan and (3) all other third party investors; and
- a confirmation letter entered into by the solicitor instructed to act in relation to the application.
The director is required to confirm in the certificate that, amongst other things, the other lenders are not connected persons as defined in the Corporation Tax Act 2010 (CTA).
What should be considered when applying for a Future Fund loan?
No lender is obliged to make a loan to the company unless all other loans are made simultaneously. If one third party investor pulls out the Government is not obliged to lend either.
Concerns had been raised that Future Fund loans did not meet current Enterprise Investment Scheme (EIS) or Seed Enterprise Investment Scheme (SEIS) qualifying requirements and relevant tax relief would not be applicable on an EIS or SEIS qualifying investment. The British Business Bank has confirmed that:
- it does not believe the structure of the convertible loan agreement meets existing rules for EIS or SEIS; and
- previous investments will not be affected.
It has, however, caveated this confirmation by stipulating that tax reliefs are a matter for HM Treasury and HMRC who are responsible for all such decisions.
Money received via the Future Fund cannot be used for the following purposes:
- to repay any borrowings from a shareholder or a shareholder related party;
- to pay dividends or other distributions;
- to make a bonus or other discretionary payment to any employee, consultant or director of the Company (other than those which are contractual prior to the date of the agreement and as paid by the company in the ordinary course of business) for a period of twelve months from the date the agreement is entered into; or
- to pay any advisory or placement fees or bonuses to any corporate finance entity or investment bank or similar service provider on monies advanced by the Future Fund.
Loans, together with the 100% redemption premium and accrued but unpaid interest, are repayable on demand in the event of an “Event of Default” as defined in the loan agreement.
The loan agreement provides the relevant Government entity with various rights, including:
- quarterly reporting, with financial information due within 90 days of entering into the Future Fund agreement and thereafter on a quarterly basis; and
- the right to request a meeting with the company.
Concerns had also been raised that an existing shareholder with a liquidation preference, potentially entitling that shareholder to a majority of the assets on a winding up, could be a “connected person” and accordingly that shareholder would be prevented from being a matching co-investor as part of the scheme. The British Business Bank has clarified that such a shareholder will not be deemed to be a “connected person” solely by virtue of their holding of a liquidation preference and the reference to the definitions in sections 1122 and 1123 of the CTA in the directors’ certificate is deemed to be amended so as to exclude section 450(3)(c) and (d) of the CTA.
How can the R&D Support be accessed?
Innovate UK, the national innovation agency, will accelerate up to £200 million of grant and loan payments for its 2,500 existing Innovate UK customers on an opt-in basis. An extra £550 million will also be made available to increase support for existing customers and £175,000 of support will be offered to around 1,200 firms not currently in receipt of Innovate UK funding.
Where can I find further information?
For more information regarding Future Fund visit the British Business Bank's website or contact our experts listed below.
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