Bluestone has partnered with innovative equity and/or debt funding partners
Innovative Debt Funding scenario
Offshore funders will provide 100% funding at an interest rate of 8.5% (fixed) p.a in local currency over a maximum period of 20 years. (No FOREX challenges)
Viable & sustainable projects on merit but we prefer real estate development; green projects and the acquisition of an operating business.
No surety or collateral is required.
The offshore funder will take up 51% shareholding in the Company to be funded and this shareholding will reduce (2.55% on an annual basis on condition that the Client repays the loan diligently, with the result that after the loan period the Client would not have an external shareholder.
The decision to accept a project will take a maximum of two weeks. Once the Funder has indicated that we would like to proceed it will take up to three (3) months before the money is paid over to the Clients account. However, the norm is between 68 and 70 days.
In order for us to make a decision regarding your project, we require the following:
Detailed Business Plan
Due Diligence List of Information
Legal due diligence list of information required for Applicants seeking funding
1. Corporate Information
1.1. CIPC Certificate of Incorporation
1.2. Memorandum of Incorporation
1.3. Share register confirming list of shareholders and shares held
1.4. Copies of share certificates issued to shareholders
1.5. Tax Clearance Certificate; and Outstanding
1.6. Financial Intelligence Centre Act, 2001 (FICA) Documents
1.6.1. Individual. Copy of ID document (SA Citizens)
1.6.2. Proof of address less than three months old (for example utility bill)
1.6.3. Bank statement with address
2. Governance Structure
2.1. Board composition (list of directors, board committees, copies of Identity Documents); and
2.2. Shareholders Agreement
3. Management Structure
3.1. Organogram of management (roles & responsibilities)
3.2. CV’s / Resume
3.3. Management contracts (restraints of trade/register of interest)
3.4 Company Secretary details and CV and Copy of Identity Document
4. Contractual Obligations
All agreements to which the company is a party such as those relating to sale and supply of goods and services, leased premises, employment, loans, consultancy, licensing, technology transfer, and the like.
5. Regulatory framework
5.1. Laws and regulations applicable to the business/product or technology; and
5.2. Regulatory approval (permits, licenses, authorizations certificates, and notifications).
6. Pending or threatened litigation
6.1. Details of any litigation, arbitration, investigations, pending or threatened action by or against the applicant; and
6.2. Details of all awards, settlement, or arrangements
7. Auditors Financial Statements (Not required if the applicant is newly established entity)
7.1 Audited and Signed Financial Statements for the past three years on all companies involved.
Option 1: Asset Instrument: Funders Shares
With reference to clause 4.9 of the Shareholders Funding Agreement, the Funder undertakes that should it for whatsoever reason be unable to raise the funds required for the project after a period of six months has expired, Veritas will sell those shares and the client will receive a 20% return on investment should the share price remain on $10 / share. Should the share price then either remain constant or should the share price dip below $10 / share, the client will get $12 / share.
However, should the share price rise above the $12 / share the clients return of investment would then be equal to that price that the shares are then sold – for example $14 / share. This means that whatever happens to the share price the client would receive a minimum return of investment of 20% or greater. In this latest scenario the client would earn $4/ share, meaning that the return on investment will be 40%.
For ease of reference, we hereby include clauses 4.4 and 4.9 which reads as follows:
“The Parties agree that the payment by the Recipient of the Principal Amount of R0 000 000.00 (_______Million Rand) as per clause 2.2.9 is a prerequisite before any fund sourcing will commence as to enable the Funder to pay such associated costs to compile and finalize the equity bond as to source funds on the global markets. The Funder will within a reasonable time, after confirmation of payment received as per the Principal Amount, issue the Recipient with a share certificate for the number of shares (hereinafter referred to as “Preferred Shares”) so purchased on behalf of the Recipient based at a placement value of US $10.00 per share on the Bermuda Stock Exchange (BSX) under the Funders listing portfolio with trading symbol VERI.BH. Selling of such shares by the Recipient will be restricted for a period of six (6) months from date of issue of such shares. The Recipient will pay the said Principal Amount to the following special purpose vehicle (SPV) account:
4.9 Should the Funder be unable to raise the amount as per clause 4.1 within a period of six months from the date the Preferred Shares had been issued in accordance with clause 4.4, then at the sole discretion of the Recipient (or in the event that the issued shares have been ceded, then the “Holder” of such shares) the Preferred Shares can be Converted into the Funder’s freely tradable Common Shares. Should the share price be below $12.00 per share, then the stock converts based on this Premium conversion of 20% upside formula (A).
(A) = (Invested amount) Divided by (share price) (time 1.2) = (number of shares issued)