Financial inclusion is a central approach towards a sustainable financial system and a vital factor
for healthy socio-economic development. Today, there is an acute shortage of funding for SMMEs and startups.
On the other hand, the high minimum ticket sizes and requirements for those seeking investments have resulted
in the exclusion of a large portion of society from actively participating in the capital markets.
The ordinary investor is typically only able to invest through unit trusts and the likes, which limit funds
circulation to the financial and stock markets, not to the real world of small and medium businesses, and almost
never to micro-businesses and startups.
More impactful investments outside of listed stocks are usually made through fund managers and investment
houses, which serve large sophisticated investors and other institutions, with a minimum investment out of
the reach of most people. Such fund managers, although with a wider and more open appetite for alternative
investments, do not commonly allocate much investment in SMMEs or new businesses.
Our Equity financing platform has a major role to play in changing this status quo. The online and
decentralized nature of our
Equity financing platforms creates wide reach, potentially bringing funds to those who had been left out.
Since the decision on where the money goes to is now in the hands of the many, there is a greater
propensity for it to go to businesses that are familiar or attractive to the masses, from social
enterprises to innovative startups. Popular equity financing campaigns by SMEs and startups can raise
enough capital to kick start new businesses or provide funds for important projects, giving a chance for
these businesses to grow and reach a scale where they can compete confidently in the open market.
the same time, Equity financing is characterized by its open and democratic nature, allowing virtually
anyone with some extra money to invest, as long as they
reach the minimum threshold which is in most cases just a few rands.
Job Opportunities
The advancement in technology has rendered many jobs from across every industry obsolete. The finance industry is also hard-hit, where digital or mobile-only financial services disrupt the traditionally infrastructured-heavy brick-and-mortar financial institutions. For almost every traditional job, there is a digital counterpart, for sure, post-graduation employment is not what it used to be.
New companies, especially SMMEs, represent the most important source of new employment.
” In Africa researches also demonstrates that almost all net job creation is accredited to startups and new businesses. What these SMMEs and start-ups depend on to grow is funding which is not readily accessible through banks and other traditional avenues. Equity financing comes into the picture to fund these companies, to support their vision, leading to growth and more employment. The nature of equity financing platforms being flexible and open to new ideas and in many cases new models increases the survival rate of such business and averages their growth rates. Addition of more jobs, also creates variety of jobs in the market.
Market Growth
In times of economic slowdown or recession, small businesses and entrepreneurs are most vulnerable, equity financing comes in with fresh capital, injecting funds into a drowsy economy from non- typical sources and generating new revenue.
For investors, it features diversified investments in asset classes beyond the conventional ones, allowing them to own equity in exclusive and unique businesses.
For businesses, it is easily accessible, global and markedly effective, helping themstay afloat, stay motivated and compete with larger corporations. This does not only apply to early-stage businesses but
also includes well-established companies for expansion, increasing reach and identifying potential customers.
Furthermore, Our equity financing platform is transparent and centralized and is great in reducing fraud.
As there are no funds that directly go through our platforms, we make sure that we connect the investor to
the enterprenuer before any transaction is made . Yes it is an obvious fact the more quality businesses come on
board, creating a virtuous cycle of growth. It is likely that fraudulent projects may also seek to take advantage of
this platform , posing a threat to this thriving funding ecosystem. To safe guard investors,our platform performs
screening and verification of projects before they are featured, ensuring high levels of transparency and disclosures
which will scare off the " would- be fraudsters". There is also the ‘wisdomof the crowd’, where out of a large
number of investors, there will be those who can sniff out and spot dubious projects.
How does our equity financing model help SMMEs and start-ups ?
Equity financing allows
SMMEs and start-ups to quickly raise capital in an easier
manner other than through Venture Capitalists and bank loans. Additionally, issuers get capital from
issuing shares while still maintaining management of their own business. Raising funds through our equity financing
platform serves these companies by assisting them attract new investors to increase their probability of business
success. A successfully funded and concluded campaign gives great validation and proof of concept for the
company, eventually opening up follow-on investments from Venture Capital and institutional investors.
On the
other hand and beyond the money, equity investors are characterized by their passion and selectiveness in
choosing business. This means that once a business i chosen, it is more than just about making money but also about
supporting and believing in the cause, gaining the business a community of avid supporters.
In summary, equity financing brings significant benefits to the society. Central to this is the ability of equity
financing being an attractive proposition for investors, by giving investors a range of new investment choices
allowing for active selection and diversification of their investment portfolios. The best part is that it is done
through the internet, reducing the hassle of traditional investing. Investors can join a community of like-minded
individuals from around the world to assist the growth of a project that they support.
Additionally,
there are no criteria for investing
and low minimums for investors which makes it available for all income levels.
Are private companies legally allowed to trade their shares when raising capital in South Africa ?
Section 39 of the companies act 71 of 2008 deals with the subscription of shares and
states vividly in subsection one article (b) that the said section applies to the private companies and
personal liability companies in respect to the issue of shares .
Subsection 2 that if a company proposes to issue shares each shareholder of that company has
the right before any other person to be offered and within reasonable time subscribe to the percentage of
shares issued.
Subsection 4 read together with article (b) states that except to the extent that the private company's
memorandum of incorporation states otherwise (b) shares not subscribed by shareholders within reasonable time
may be offered to other person(s) to the extent permitted by the memorandum of incorporation
And the article 2 of a memorandum of incorporation of private companies deals with the securities of the company
and
section 2 of it read together with paragrath (e) states that the company must not make offer to the
public ( public markets e.g JSE and the likes ) any of its securities and an issued share must not be transfered to
any person other than another person approved by the company before a transfer is effected .
So in condlution yes private companies are also allowed to sell share to raise capital even though they are not
allowed to trade in public markets, this is because every potencial shareholder has to be known before subscription
is effected
Explaining different classes of shares
A company can have different types of shares depending on its capital requirements. All companies will
have ;/
a type of ordinary shares, which are non-redeemable (sometimes referred to as irredeemable) shares with full
voting rights. Companies may then have other types of ordinary share, preference shares which give a preference
to the holders – usually in respect of dividends .
Though there are different types of shares available, the only types of shares we are going to deal with in
this article are ;
- Authorised ordinary shares
- Authorised preference shares
It is worth noting that under every type of shares you can create different classes of shares and denote
alphabets
to distinguish each class .(
see companies act 71 of 2008 section 36 subsection 1 article(b))
And for every class you can prescribe preferences , rights ,limitation and other terms associated
with that
particular class of shares
Defining ordinary shares
Ordinary shares, also known as common shares, are defined as shares of a company that give shareholders
the right to vote in the company's meeting and also an income in the form of dividends from the corporation's
profits.
Understanding Ordinary Shares
Odinary shares are one of the most common types of shares. The number of ordinary shares
an investor
owns is proportional to the percentage of ownership he/she has in a company. For example , if a
company has 50
shares and out of all of its 50 shares and you own 30 of them. You would have a 60% ownership
of the
company
Ordinary shares come with a wide array of benefits. Not only do you have the right to vote in the
company's meetings on various matters concerned with the shareholders, but you can also claim a
proportional income in the form of dividends depending on the company's performance.
Also, common shares do not carry a maturity date. Meaning your ownership in the company
remains unaffected until the company decides to close down or until you choose to sell them.
Further About Ordinary Shares
Ordinary or common shares are generally issued to raise capital for the private companies
Even if the company wishes to issue more shares in the future, shareholders are first given the
option to purchase the issued shares in proportion to your prevailing ownership through the rights issued.
This ensures that the holders' shares in the company remains undiluted.
Ordinary shareholders are often referred to as unsecured creditors as the se shareholders are the last in
line to
receive dividends if any. The company first distributes the dividends among its preferred shareholders. Only
then are the dividends, if any, made available to the ordinary shareholders.
Despite the high financial risk, ordinary shareholders are rewarded greater when compared to preferred
shareholders. Unlike the preference share holders whose dividends are fixed or limited, ordinary shareholders
are entitled to a greater chunk of the profits if the company performs well.
What Are Preference Shares?
Preference shares commonly known as preferred stocks, are
those shares that enable shareholders to receive dividends announced by the company before the equity
shareholders.
If the company has decided to pay out its dividends to investors, preference shareholders are the first
to receive payouts from the company. Preference shares are released to raise capital for the company,
which is known as preference share capital. If the company is going through a loss and winding up,
the last payments will be made to preference shareholders before paying to equity shareholders.
Preference shares that can be easily converted into equi
shares are known as convertible preference
shares. Some preference shares also receive arrears of dividends, which are called cumulative preference shares.
Types of Preference Shares
There are nine different types of preference shares given below:
Preference Shares
These shares do not benefit the shareholders the additional option of earning dividends fromt he surplus
profits earned
by the company, but they receive fixed dividends offered by the company.
Convertible Preference Shares
Convertible preference shares are those shares that can be easily converted into equity shares.
Non-Convertible Preference Shares
Non-Convertible preference shares are those shares that cannot be converted into equity shares.
Redeamable Preference Shares
Redeemable preference shares are those shares that can be repurchased or redeemed by the issuing company at a fixed
rate and date. These types of shares help the company by providing a cushion during times of inflation.
Non-Redeemable Preference Shares
Non-redeemble preference shares are those shares that cannot be redeemed or repurchased by the issuing
company at a fixed date. Non-redeemable preference shares help companies by acting as a lifesaver during times
of inflation.
Participating Preference Shares
Participating preference shares help shareholders demand a part in the company’s profit at the time of the company’s
liquidation after the dividends have been paid to other shareholders.
However, these shareholders receive fixed dividends and get part of the profit of the company along with equity
shareholders.
Cumulative Preference Shares
Cumulative preference shares are those type of shares that give shareholders the right to enjoy cumulative dividend
payout by the company even if they are not making any profit.
These dividends will be counted as arrears in years when the company is not earning profit and will be paid on a
cumulative basis the next year when the business generates profits.
Non - Cumulative Preference Shares
Non - Cumulative Preference Shares do not collect dividends in the formof arrears. In the case of these types of shares,
the dividend payout takes place fromthe profits made by the company in the current year.
So if a company does not make any profit in a single year, then the shareholders will not receive any dividends
for that
year. Also, they cannot claim dividends in any future profit or year.
Adjustable Preference Shares
In the case of adjustable preference shares, the dividend rate is not fixed and is influenced by current
market rates
Key Features of Preference Shares
"Several features of preference shares have made normal investors superior
earners even during low phases of economic growth"
The most attractive features of preference shares are given below:
They Can Be Converted Into Common Stock
Preference shares can be easily converted into common stock. If a shareholder wants to change its holding position,
they
are converted into a predetermined number of preference stocks.
Some preference shares inform investors that they can be converted beyond a specific date, while others may require
permission and approval fromthe company’s board of directors to be converted.
Dividend Payout
Preference shares allow shareholders to receive dividend payouts when other stockholders may receive dividends later or
may not be receiving dividends.
Dividend Preference
When it comes to dividends, preference shareholders have the major advantage of receiving dividends first compared to
equity and other shareholders.
Voting Rights
Preference shareholders are entitled to the right to vote in case of extraordinary events. However, this happens in only
some cases. Generally, purchasing a company’s stock does not give one voting rights in the company’s management.
Preference In Assets
While discussing a company’s assets in the case of liquidation, preference shareholders have priority over
non-preferential shareholders.
Authorised Redeemable shares
What are Redeemable Shares of Stock?
Redeemable Shares are shares of stock that can be repurchased by the issuing company on or after a predetermined date
or following a specific event. These shares have a built-in call option that enables the issuer to exchange the shares
for cash at a predetermined point in future on predetermined terms .
What are the Types of Redeemable Shares?
Maturity Date Shares - A share may carry a maturity date when the company is obligated to redeem the shares.
The company pays the shareholders the par value that was predetermined when the share holder subscribed for that class
of shares on thats fixed date and the share then ceases to exist. It is worth noting that the par value is static,
unlike market value, which fluctuates with marketdemand and interest rate fluctuations. The par value is assigned at the
time the security is issued.
Call Date Shares - Another type of redeemable shares may carry a call date. The company is allowed to exchange those
shares for cash on or after the call date. However, they are not obligated to do so.
The companies may issue mandatorily redeemable shares to its employees as sort of a compensation kicker. The company
issues such shares to its employees with a call option. If an employee holding the share decides to leave the firm, the
employer exercises the call option and buys back the shares from the leaving employee. The employee is obliged to sell
their share in the exchange of cash. The companies often exercise this right if the share is a restricted share or the
company is a closely-held company with a small number of shares in the market.
The redemption terms will have been set out in the share issue documents, the prescribed particulars for the shares and,
potentially be included in the company’s articles of association. The redemption terms will include the redemption date
or dates and the basis for the redemption price.
The redemption date may be:
a fixed date (eg redeemed on a set date or a set number of years after issue); at the directors’ discretion;
at the company’s option; or at the shareholder’s option.
The redemption price will generally be a fixed amount or calculated in a fixed way. This can be the same as the nominal
value, the issue price or any other price.
Why issue redeemable shares?
Companies will issue redeemable shares for a variety of reasons. The main is to provide a third party investor (eg a venture capitalist) with an agreed exit strategy albeit subject to the company
having sufficient distributable reserves.
What to consider before issuing redeemable shares
Acompany, before issuing the shares, should ensure that its articles of association allow redeemable shares to be issued.
If not, then the company can either amend its MOI or pass an
ordinary resolution giving authority to the directors to issue redeemable shares. See section 16 (1)of companies act .
Provided that the directors have the right to issue redeemable shares they need to agree to the terms and conditions of
the redeemable shares and include these in the share issue documents, the prescribed particulars for the shares and, if
considered appropriate, in the company’s articles of association.
Once the above has been completed the redeemable shares can be issued.
What needs to be done to complete a redemption of shares?
The procedures to follow to redeemshares will depend on a number of factors including:
The company’s articles of association; The prescribed particulars of the shares; How the redemption is to be financed;
Any shareholders’ agreement; and
whether or not the company is following the terms of the redemption set out in the share issue documents or in the
articles of association.
Where the shares are redeemed in line with the articles of association then, unless required by them, the shareholders
do not need to approve the redemption. The directors then, provided the company has sufficient distributable reserves or
is issuing new shares with sufficient proceeds, just need to pass a board resolution approving the redemption.
If, however, the articles of association or any shareholders’ agreement require the redemption to be approved by the
shareholders then the appropriate ordinary or special resolution, as applicable, of the shareholders will be required in
addition to a board's resolution.
Where the redeemable shares are being purchased other than in accordance with the articles of association then the
buyback of the shares should be treated as a purchase of own shares and the requirements for doing this is followed.
There are certain statutory restrictions on the redemption of shares. The main requirement, as for a purchase of own
shares, is that the company may only redeemthe shares out of distributable reserves (basically accumulated profits) or
the proceeds of a new issue of shares. However, if the company is a private limited company then it can potentially
finance the redemption in part or in full out of capital. But all available distributable reserves and the proceeds
of any new share issue must be used first.
Is it possible to increase the number of shares in my company or change the rights and limitations of shares ?
Section 36 subsection 2 & 3 states clearly that rights, terms ,limitations and restrictions of
shares can be changed and number of shares can be increased or decreased and it provide guidance to that.