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….

#StartupVic launches new-look #pitch event

The team at Startup Victoria have been working hard over the summer: not only have they brought on a whole bunch of new commercial sponsors, but they have also launched a new format for their pitch nights. The idea is to invite startup founders to register their interest in pitching to a panel of judges. The contestants get the opportunity to compete in front of a live audience, for a chance to win face time with local VC’s, along with some other startup goodies.

global_446720634It’s not Shark Tank (there’s no hard cash on offer), nor is it an open mic night (there is a pre-screening and audition process) – but it does enable entrepreneurs to test their pitch, get some early exposure, and receive some great feedback and advice. It also doesn’t matter what stage the startups are at, although businesses that already have some market traction or have built and tested an MVP are probably in a better position to compete.

The launch night saw pitches from four startups, who are at various stages of development. In no particular order they were:

Ad Hoc Media with Passenger Pad, a digital Out Of Home advertising medium for taxis, using interactive touch screens inside the cab. To date, there has been a low take-up rate of this technology by the taxi industry in Australia, mainly due to regulatory issues, but the landscape is changing. With a background in taxi electronics and hardware, the founders are about to launch with 400 taxis in Melbourne, and plan to expand to other cities. There is no doubt that using a combination of passenger, location and fare data (duration, time of day, pick-up and drop-off points), the screens will be able to offer brands and their media buyers targeted audiences and in-depth customer analytics. The challenge will be to offer advertisers a competitive rate card, especially as this is essentially a new medium: it offers viewer choice like TV, can serve up targeted content like web or mobile, and is ideal for special offers linked to location and time of day.

Global Patient Portal offers a free platform for e-health records. Having already launched in Kolkata, India with 40,000 users signed up in 11 weeks, GPP is aiming at lower socio-economic communities and emerging markets. The initial business goal is simple: to support ownership of e-health records by users. Using a combination of bootstrapping and NGO funding, GPP has been able to hire a team of “scribes” in India who sit in on patient consultations and capture the medical notes, which can then be referred to at the next consultation. (Currently, a lot of time and resource is wasted because patient records are captured on paper, which is easily lost once the patient leaves the clinic.) Commercial revenue will come from selling anonymized patient data (subject to legal compliance, privacy obligations and data accuracy) for research and policy planning purposes. In choosing to launch in Kolkata, GPP was aware that in some more affluent urban communities in India, the favoured means of patient communication is WhatsApp?, so they would be less likely to adopt a separate platform. Also, in Australia, having talked to GPs about the various government attempts to establish the e-health system for patient records, I am aware of a reluctance within the medical profession to buy in to the scheme: first, there is no financial incentive for them to capture patient data via a common e-health platform; second, why would they want to share patient data with their competitors?

prevyou is aiming to disrupt a large part of the recruitment and job ad market, by directly connecting students with job opportunities at SMEs. The two-sided market effectively crowdsources available jobs from SMEs, who typically do not have access to the hiring market or to full-time and dedicated HR resources. The goal is to streamline the hiring process, and to offer a mix of standard and premium services (e.g., video resumes, applicant screening, skills matching, personality profiling etc.) and later to add validation of applicant credentials and qualifications. In return, the business will take a commission once a job has been offered and/or candidate hired. While the focus is initially on capturing the market for casual and part-time jobs, the judges urged them to look at the enterprise HR market (under an outsourcing or white label model?). Looking ahead, there is the opportunity include student internships (although, like the legal issues with Year 10 work experience, internships and placements present additional challenges such as achieving student learning outcomes and other employment law issues).

OurHome is an app to help families manage, share and track household chores, so that children learn to take some responsibility around the house, and they can get rewarded for their contribution. It emerged out of an earlier app, Fairshare, that was aimed at shared houses. Apparently, people living in shared houses don’t care enough about whose turn it is to clean the bathroom, or are happy with paper charts and lists on the fridge door. Describing itself as “an integral household tool with indirect network effects (i.e., like Google, not Facebook)”, OurHome also claims to be the #1 chores app. Using advanced algorithms, and other features such as customisation and Dropbox integration, the app also introduces an element of gamification through rewards (intrinsic and extrinsic). For busy families, it replaces those fridge notes and task charts (although, as the judges noted, there’s no calendar yet). Of particular interest is the very positive feedback the team have had from families who have children with ADD.

Despite a few technical glitches (concerning mics and audio quality), the first new-look pitch night was a success, and Global Patient Portal won the on-line audience vote. I was luck enough to meet with one of the teams a few days later. They thought it was a useful experience, but they hadn’t quite known what to expect, and they had anticipated more of a grilling from the judges and tougher questions from the audience.

Next week: More In The Moment

 

 

 

A Tale of Two #FinTech Cities – Melbourne vs. Sydney….

Inter-city rivalry between Melbourne and Sydney is nothing new. The fact that neither city is the national capital only adds to the frisson. The usual debates as to which is the better for sport, culture, beaches, food, weather, property prices, live music, public transport and coffee normally mean Melbourne edges out Sydney in most categories. (But then, I’m probably biased – however, having lived and worked in both, I think I am reasonably objective.)*

When it comes to startups, and FinTech in particular, the debate is beginning to hot up. At a recent FinTech Melbourne Meetup the topic was “is there room for both?”. The speakers, Toby Heap for Sydney, and Stuart Richardson for Melbourne, remained tactful and diplomatic, as it’s not really appropriate to talk about which is better – more a case of choosing “which is the right location for your own particular FinTech”. So, the debate avoided mere point-scoring, and tried to establish some commonalities, as well as provide some considered views on the benefits inherent within the key differences.

Both cities have a growing reputation for startup success, built on some core foundations: groups of angel investors and VC funds with an increasing FinTech focus; several accelerator programs, incubators and co-working spaces; and a community of founders and aspiring tech entrepreneurs.

From an industry perspective, two of the four Pillar Banks are headquartered in Sydney, and two in Melbourne. More insurers have their HQ’s in Sydney compared to Melbourne (apart from health insurance, where Melbourne hosts the largest market providers), while Tier 2 and regional banks (by their very nature) are more likely to be located outside either city (not including wholly owned brands of the Big 4).

As for pension funds and asset management, particularly in relation to Australia’s superannuation sector, Melbourne is clearly the bigger player, particularly for the largest industry funds (based on their historical links to the trade union movement). In addition, Melbourne is home to some substantial family offices, as well as specialist asset managers, including overseas firms. After all, Melbourne’s establishment wealth comes from the nineteenth century gold boom.

When it comes to markets, Sydney wins out by virtue of housing the main equities exchange, as well as being a hub for futures, fixed income and forex. Sydney also hosts more investment banks, including local branches of foreign players.

In some respects, the differences can be likened to the market roles and dynamics of London vs Edinburgh, New York vs Boston, Frankfurt vs Munich, or even Hong Kong vs Singapore, for example.

For me, however, the key distinction between Sydney and Melbourne can be summarised as: “Sydney trades, Melbourne invests”.

* Note: Content in Context is taking a well-deserved break. Starting this week, the next few posts will feature some brief blogs on different aspects of FinTech. Normal service will be resumed in early November

Next week: do we need a #FinTech safe harbour?

Sharing the love – tips from #startup founders

Startup Victoria, with support from inspire9, BlueChilli, PwC and the Australian Computer Society brought together a mix of expert speakers who shared their insights, experience and advice for aspiring startups. The evening took the form of a series of lightning talks, and again demonstrated the contribution and importance of the Lean Startup Melbourne Meetup events to the local startup community.

First up, Adam Stone from Speedlancer reflected on his experience of the 500 Startups accelerator program, via 6 simple lessons:

  1. Make sure you connect, network and avoid all marketing BS in your pitch
  2. Achieve the target of three growth hacks a week
  3. Work out your Unit Economics
  4. Remember to hustle – it’s important to secure market tests and investor meetings
  5. Play ping-pong (a lot)
  6. Target angel investors rather than VCs

Next, Kristeene Phelan, who was the first regional employee at Etsy, explored the theme of communication, when working with global and remote development teams:

  • Choose your collaboration tools carefully, and have a backup for your backup
  • Know your international time zones (and daylight saving changes…)
  • Compromise the scheduling of cross-border conference calls
  • Slow it down when talking live to multicultural and multilingual teams
  • Get the team together in person whenever possible, and also make time for 1:1 dialogue – face to face time is important

Then, Thomas Banks, Creative Director at the Centre for Access made a very personal and impassioned presentation on website accessibility: about 99% of websites are inaccessible to people with disabilities, underscoring the importance of having an inclusive approach to web and app design.

Geoff Dumsday talked about the significant work CSIRO is doing in accelerated innovation. Most of us probably know about CSIRO’s role in inventing WiFi and polymer banknotes. But perhaps less well-known is the fact that CSIRO work with around 1600 clients, including 350 multi-national companies, and have over 300 commercial licenses in use for technology and inventions coming out of the work their scientists and researchers do. As Australia’s innovation catalyst, CSIRO is enhancing the entrepreneurial culture through evidence-based R&D. Such as the invention of non-animal gelatine for use in biomedicine, food and cosmetics.

LIFX co-founder Daniel May pitched the need to make products that add value or make a difference to the world. As examples, he referred to his new project, AgreeTree, which is trying to take the pain out of drafting commercial contracts; and also to the work of the Asylum Seeker Resource Centre and how it is engaging entrepreneurs via an accelerator program.

Finally, Layla Foord from Envato covered the topic of building successful teams, especially when hiring early-stage employees. Using the theme of “pitch in, not mark territory”, she emphasised leveraging attitude and mindset over job titles.

This smorgasbord of ideas and content was a useful reminder to aspiring founders and entrepreneurs that while a great idea (backed by a solid business plan, market traction and protectable IP) will help get you motivated, the human touch is vital to gaining momentum for your project.

Next week: #FinTech – A Tale of Two Cities: Melbourne vs Sydney