A new co-operative model for equity #crowdfunding

**Updated with some clarifications** Last week, I attended the launch of a new equity crowdfunding scheme, called The Innovation Co-op (THINC). It’s the latest model I have seen that is trying alternative approaches to startup and SME funding – given that equity crowdfunding still isn’t possible in Australia.* There’s been the venture bank model, straightforward sweat equity, slicing the pie, and of course, the small-scale offering approach. What they are all trying to do is connect three core assets: capital, ideas and expertise.

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THINC works on the basis that the Co-operatives National Law allows members to come together for a common benefit. This includes the financial benefit of generating economies of scale via the collective purchase of goods and services, the use of capital for the group’s common interest, and the distribution of profits to members from investment and trading activities. Co-operatives fall outside the Corporations Law (so, are not regulated by ASIC), but are subject to the State-based Consumer Affairs and/or Fair Trading authorities.

Participation in THINC involves three types of membership:

  1. Custodians – the founders of THINC, who form the initial Board of Management and represent the “expertise“, will provide commercial services to the companies that THINC invests in (see #2). As founders, they also control 50% of the equity in THINC itself. Based on a notional valuation of the cash and in-kind contributions they have made in setting up THINC, they calculate that they have provided around $1m in contributed equity.
  2. Pioneers – entrepreneurs, founders and SME owners (the “ideas“) in whose businesses THINC will take an equity stake (initially 10%, but may rise to 50%), in return for which the Pioneers receive help in the form of commercialisation strategies and other support to grow their companies. Pioneers are subject to a number of selection criteria, and are expected to use the shared managed services offered by the Custodians (at discounted rates).
  3. Champions – general members of THINC, who also provide the “capital” as investing members by buying Capital Contribution Units (CCU). Collectively, they hold the other 50% of THINC’s equity (albeit as a different class of share to the Custodians) and will also split any distributions or dividends with the Custodians (the latter can only attract a maximum 12% of any dividends, leaving the rest for distribution to Champions, for operating capital, and for maintaining cash on hand).

I should say upfront, that I have applied for membership of THINC as a Champion, but I haven’t yet decided whether or not to invest via the purchase of the CCU scheme. I am seeking clarification on the legal and financial structure, as it is quite complex, and not as straightforward as buying shares or bonds in a company, purchasing units in a managed fund, or becoming a member of a “traditional” mutual such as a credit union, building society or member-owned community bank, for example. Also, I am not qualified to say if this is a good investment, and anyone interested should seek their own professional advice.

Some advantages of this co-operative model are that, unlike other small-scale offerings limited to “sophisticated” investors (legally defined), anyone can invest, and there is no cap on the number of investors. Each CCU costs $500, and Champions may invest up to $5,000 (any more may breach the maximum individual shareholdings of a co-operative). On the other hand, regardless of how many CCUs a member owns, they only have one vote (whereas with normal equity, voting weight is in proportion to the number of shares). And while the CCUs are tradeable, they can only be sold or transferred to other members.

THINC expects to exit each investment it makes after 5 years. I understand that THINC itself may be dissolved or divested, and the final proceeds distributed to the relevant members in proportion to their CCU holdings.

Whatever else, the organisers behind THINC must be applauded for their ingenuity – innovation comes from pushing the envelope. (There is even a patent pending on the model – generating an additional revenue stream from licensing opportunities?) However, I am somewhat wary of schemes that are largely designed to get around either tax issues or legal impediments. Generally, I would say it is preferable to start with a clear set of goals and objectives, and choose the most appropriate funding vehicle or legal structure to achieve that outcome, rather than identifying a structure and fitting the business model to fit.

* Footnote: Although there’s some draft legislation going through Parliament, it hasn’t been passed by the Senate, and some commentators say that the Bill does not achieve the stated goals of what most people would regard as an equity crowdfunding model.

Next week: Design thinking is not just for hipsters….

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