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Community DevelopmentVenture Capital Alliance 1
Promoting Venture Capital to Support the Croatian SME Sector
“Investing Patient Capital”
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Part 1: Context
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Financing & Political Elite:“The Families”
Middle Class
Vulnerable
Impoverished
Mission of SME Investment: Poverty Reduction
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Business Financing Alternatives
CashShort- Term Debt
Long-Term Debt
Subordinated Debt
Venture Capital
Private Equity
Trade Credit
Asset- Backed
Financing
Public Equity
Convertible Debt
Debt with Royalties
Debt with Warrants
Equity
Financing Spectrum
Institutional and Private (Business Angel)
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01
234
56
78
Self Fun
ding
Credit C
ards
Family
Suppli
ers
Commercial
Banks
Asset
Based
Lende
rsIns
titutio
ns
Insuran
ce C
ompan
ies
Ventur
e Cap
italist
sPriv
ate Equity
Public
Debt
Commercial
Paper
Sources of Funding
Firm
Mat
urity
The Stages of Financing: General
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0
1
2
3
4
5
6
7
8
Self Fu
nding
Family
Suppli
ers
Commerc
ial B
anks
Commerc
ial P
aper
Sources of Funding
Firm
Mat
urity
Stages of Financing: Croatia
What happens here?
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Few Experienced ManagersLess Robust Deal Flow
Need to Build TrustLack of Leverage
Exit ChallengesLegal/Accounting
Challenges to SME Investment
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Venture Capital for SMEs: Some Key Points
Venture capital is building companies, not “finance”There is not ONE model to copy or applyA unified Government strategy is KEY
A “Champion” is equally as important
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Part 2: Key Issues in Private Equity Investing
Venture Capital and Business Angels
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Equity: Categories
Equity
Public
Private
Venture Capital
Risk Capital
CDVC
SME VC
Private Equity
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Equity: Categories
Venture Capital
Risk Capital
CDVC
SME VC
Stage Company Status Competitive Sources of Capital
SEED Pre-Business Plan Friends, Mom
Start-Up Plan and Most of Team.
Pre-Product, Pre- Revenue
Angels
Growth Full team, Product, Customers,
Predictable Business Model
Strategic Partners, Corporate,
Venture Capital
Mezzanine Predictable and Profitable
Strategic, Corporate, VC
Public Predictable and Profitable
Public Markets
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Analysis of Debt and EquityDebt Equity
1. Objective: Limit downside risk Maximize upside reward
2. Decision Process: Credit-worthiness, historic and future
cash flows, collateral value
Business value, future potential and risk
3. Return: Limited, even if company performs
well
Depends on company performance, potentially
high
4. Cost of Capital: Low w/ fixed or variable coupon
High. Percentage of company value
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Analysis of Debt and EquityDebt Equity
5. Investor relationship w/ entrepreneur:
Minimal: review of financial position
and loan covenants
Significant: board seat and involvement in day to day business
operations
6. Repayment or exit:
Exit through repayment of debt
from cash flow
Exit through source other than current income: sale to 3rd
party or IPO
7.Complexity: Boilerplate, less complex
Customized, more complex
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1. ObjectiveDebt
Limit downside risk• Unsecured: Senior debt or subordinated debt• Secured debt: senior secured debt or senior
subordinated debt (collateralized or guaranteed)Fixed or floating interest rate – no upsideConvertible debt
Preferred StockConvertible preferred stock
EquityCommon stock
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2. Decision Process Is Based OnDebt
CreditworthinessHistorical and future cashflowCollateral value
EquityValuation: what is the business worth?
• Comparable businesses• Discounted cashflow analysis• Recent sales of similar businesses
Future potentialRisk
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3. Return
DebtLimited, even if company performs well
EquityDepends on company performancePotentially high
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4. Cost of Capital
DebtEntrepreneur – how much does it cost you to finance your business?
EquityEntrepreneur – High: giving up percentage of ownership
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5. Investor Relationship with Entrepreneur
DebtMinimal: review of financial position and loan covenants
EquitySignificant: shareholder, board seat and involvement in day to day business operations
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6. Repayment or Exit
DebtExit through repayment of debt from cash flow
EquityExit through source other than current income: sale to 3rd party, management buyout, or IPO
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7. Complexity
DebtBoilerplate, less complex
EquityCustomized, more complex
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Debt vs. Equity: Debt
DebtCapital supplied in form of loan [as claim against company assets]Fixed time period, interest rate and feesInvestor focus on predictability of repayment through cash flowsBorrowers pledge assets as collateral in the event cash flow is insufficient to retire debt
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Debt vs. Equity: Equity
EquityCapital is supplied as investment in exchange for ownership in the companyReturns derived from growth and increased value of company which translates into higher equity value to investorInvestors seek to “exit” investments by selling their equity at higher value
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The Power of Equity: Financing GrowthYear 1 2 3 4 5 6 7 8 9 10 11
Positive
CashFlow
Negative
Startup 1st Stage
2nd Stage
4th Stage Growth
Personal S
avings
Angels and
Venture Capita
l
Friends &
Family
Debt
Private Place
ment
IPO
Credit Card
sESOP
Mgt Buy Back
Expansion Stage
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Equity Investing: Highlights
Successful deal structuring involves balancing returns – whether social or financial – with the risk presented by a companyA well-structured and documented deal affords the fund legal protection and is a critical step in the investment processThere is no substitute for a good screening process, a complete and thoughtful due diligence review, and a monitoring program that tracks investee operating and financial performance
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Who Are Business Angels?Business Angels are (typically) self made, high net worth individuals who invest their own money directly in unquoted companies and are likely to play a hands on role in their investee businessesBusiness Angels comprise the informal venture capital marketBusiness Angels are distinctive from:
• Family and friends (different motives)• Private equity investors in pooled funds (participative)• Venture capitalists (investing their own money)
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Who Are Business Angels?
Different types of angels:Guardian angelsEntrepreneur angelsOperational angels Financial angelsJob seeking angels
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Who are Business Angels?Angels are increasingly grouping together to invest in syndicates – various operating modes: e.g. manager- led and member-led
Opportunity for novice angels to learnBusy angels can be passive (in certain models)Wider skill sets for due diligence and supportDiversificationSuperior deal flowCan do bigger deals, make follow-on financingSocial benefitsResponse to the funding gap left by VC funds as a result on the increase in the deal size of VC funds
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Who are Business Angels?
Stylised facts:Predominantly male (over 90%)Mostly 45-65 years oldPredominantly with an entrepreneurial background (many are serial entrepreneurs)Multiple motivations: financial reward (capital gain), psychic income (involvement in the entrepreneurial process), philanthropic (‘putting something back’)Generally allocate 5-15% of their overall investment portfolio to informal investmentsTypically are ‘hands on’ investors
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Who are Business Angels?Most have clear investment preferences: industry, stage, locationGenerally invest in markets and industries that they know and understandActual investments often do not match their stated preferencesInvest in less than 10% of their deal flowTypically have less than 5 investments in their portfolio40% of investments fail; 23% are very successful
National differences in characteristics?
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Economic Significance of Business Angels
What they invest in:Stage of business developmentIndustry
How much they invest:Amount investedLeverage effectLink with VC funds
Nature of the investment:‘smart money’ – hands on investment = value added impact
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Economic Significance of Business AngelsWhere they invest:
‘local’ investments: retaining and recycling wealth in the regions in which it was generated; role in cluster development30% of investments are long distance
Scale issues:Number of business angelsNumber of investments and amount invested, cf. VC fundsUntapped potential: existing angels willing to invest more (opportunity constrained); potential to expand the population of business angels
Note: possibility of national differences in the development of the informal venture capital market
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Public Policy Issues
Supply side measures: encourage more high net worth individuals to become business angels
Exit opportunities for entrepreneursTax: capital gains tax, CGT rollover relief, front- end tax reliefs, cut in tax on dividends, loss reliefEducation and awareness raising
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Public Policy Issues
Reducing information inefficiencies: make the market operate more efficiently
Business angel networksPromoting angel syndicatesPromote links between business angels and venture capital fundsSecurities legislation: advertising of investmentsEducating investors and entrepreneurs on how to do the dealEducating intermediaries: accountants, lawyers, small business advisors
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Public Policy Issues
Demand side constraints:Increasing the number of entrepreneurial businessesReducing equity aversion by entrepreneursTax treatment of raising equity vs. loansEducation to increase ‘investment readiness’ amongst businesses seeking venture capital
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Business Angel Networks
The objective of business angel networks (BANs) is to overcome the high search costs of entrepreneurs and business angels and the desire of most business angels for anonymityUK evaluation
Positive direct effects: mobilisation of previously invisible source of capital; effect on demand side – latent demand; investment activityInduced investment effects: leverage effects on other sources of finance; follow-on finance by angels; commercial benefits/resource acquisition; hands on involvement of investorsIndirect effects: advisory and signposting functions; feedback; education and training; cultural change – equity culture; demonstration effectsEffective in cost-per job terms
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Issues in the Establishment of Business Angel Networks
Achieving scaleNeed a critical mass of investors and entrepreneursActive promotionGeographical operating area: population amount/density, accessibility
Delivery modeNational serviceRegional servicesHybrid
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Issues in the Establishment of Business Angel Networks
Organisation of introductionspublicationscomputer matchinginternetpresentationsventure fair
Additional functionsNeed to educate the market: investment ready seminars, angel ’schools’, ”doing the deal” workshops, educational materialsPromoting angel syndicatesDeveloping pro formas (e.g. standard investment agreements)
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Issues in the Establishment of Business Angel Networks
Management skillsMarketing and promotion abilityEmpathy with both investors and entrepreneursDetailed knowledge of investment preferences of investorsMissionary zeal
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Issues in the Establishment of Business Angel Networks
Sponsoring organisationPublic sector agencyPrivate sector organisation (e.g. accountant, lawyer)Not-for-profit organisation: e.g. university, chamber of commerce, enterprise agencyMust be seen to be an ‘honest broker’, no conflicts of interest, and well networked
FinancingShould clients be charged?Basis of charging: membership fees, pay-as-you go fees, success fees, equityFees likely to be insufficient to cover operating costs: will need sponsorship or government support
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Business Angels: Example of the U.S.
Private equity financing for new businesses:
Institutional venture capital volume doubled between 1996 and 2002 to $21.0 billionOnly 2% of these dollars went to seed and start-up businesses
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Business Angels: Example of the U.S.
Start-up businesses need outside equity capital and mentoring
Overwhelmingly, this capital comes from individual, angel investors, who number between 250,000 and 500,000
2002: 200,000 private individual investors placed US$14 billion into 36,000 businesses
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Business Angels: Example of the U.S.
U.S. business angels invest between US$200,000 and US$1.0 million per company, preference for seed and early-stageTraditionally, access to these investors was informal, word-of-mouth, “who do you know?”Recognition of role of these investors has led to efforts to organize: 1996: 10 groups seeking to organize angels. 2002: more than 170 such “portals”
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Business Angels: RAIN Funds and Bioverse, Inc., a Case Study
Background: Hard Economic Times in the Rural United States
Manufacturing jobs are disappearing in the rural midwest – rural factories in the U.S. cut 4.6% of their workforce in 2002, and 140 plants were permanently closed.2000 census shows 30% more people live below the poverty line in rural areas than urban.The rate of serious crime in Nebraska, Kansas, Oklahoma and Utah is as much as 50% higher than the State of New York (FBI October 2002)
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Business Angels: RAIN Funds and Bioverse, Inc., a Case Study
Minnesota Investment Network Corporation (MIN- Corp), a CDVC fund founded in 1998 to promote community economic development in rural MinnesotaTo create capacity in rural areas in Minnesota, MIN- Corp developed a model for a small, regional fund comprised of wealthy individuals who lived in the area, RAIN fund
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Business Angels: RAIN Funds and Bioverse, Inc., a Case Study
Regional Area Investor Network: “RAIN Funds”, a limited liability company comprised of no fewer than 10 individuals, each of whom contributes approximately $50,000MIN-Corp. contributes 10% and a template for legal documentation to reduce costsLocal control of investment decisions
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Business Angels: RAIN Funds and Bioverse, Inc., a Case Study
RAIN Funds: Prairie Capital LLC, founded in 2002, 12 individuals from Worthington, Minnesota, contributed a total of $640,000 to the fundWorthington is 175 miles from MN’s largest city, Minneapolis1960 –Worthington had 9,015 residents2000 -- 11,283 people
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Business Angels: RAIN Funds and Bioverse, Inc., a Case Study
To date, $520,000 invested into six local companies through Prairie Capital LLCLeverage: Individuals invested an additional $620,000 into portfolio companies, so investment totals $1.140 million
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Business Angels: RAIN Funds and Bioverse, Inc., a Case Study
Portfolio Company: Bioverse, Inc.Bioverse markets and packages environmentally sound freshwater management systems.2002 Revenue: US$872,0002003 Revenue (anticipated): US$2.5 millionPrairie Capital invested in 2002 Received co-investment from Prairie Capital’s chairman, Dr. Conrad Schmidt
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Business Angels: RAIN Funds and Bioverse, Inc., a Case Study
Portfolio Company: Bioverse, Inc.Dr. Schmidt is classic value-added angel investor: business expertise, a hands-on investor and source of capitalVeterinarian who founded an animal health laboratory later sold to Upjohn CompanyA Bioverse director, encouraged Bioverse to search for agricultural applications for its product
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Business Angels: Example of Slovenia
Klub Poslovhnih AngelovFounded in 2001Joint Venture Between Podjetnik magazine and the Small Business Development Center
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Business Angels: Example of Slovenia
Reviewed approximately 95 business plans since forming20 angel investors, most of whom are former entrepreneurs27 meetings to date, 4 deals negotiated with varying degrees of successAverage invested in two deals closed to date: 26,000 Euroshttp://www.pcmg.si
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Business Angels: Example of Slovenia
In Context: Slovenia has six venture capital funds that were active in 2002, with total capital of more than EU60 million
2002, 2 deals closed by these funds for a total of EU18 millionVenture Capital Association formed in 2002But -- regulatory obstacles to venture capital formation
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Part 3: Private Equity Financing in Croatia
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Private Equity Financing in Croatia: Investment Funds
CC Partnership, LP:Established 1997Initial capital: $30MM; 8 investments in Croatia1 successful exit “Overseas Express”
Quaestus Fund:Established 2003
SEAF Croatia:Established 1997US$10.4MM Capital; US$4.4MM Invested
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Private Equity Financing in Croatia: Developing Economy Characteristics
Third-party ownership is not often accepted or understoodPersonalized ownership is not easily transferred
“Return” from shareholdings is less prevalent than US/Western Europe (i.e., owning a large block of shares gives rights to receive a “return” from the companyElements necessary for vibrant capital markets to support IPOs are going in wrong direction
Lack of transparency, regulatory leadershipNo critical mass of capital market – relative gap is increasing
No long term pattern of successful financial ownership
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Private Equity Financing in Croatia: Developing Economy Characteristics
Investment Exits:Divestment process must be agreed at inception of investmentAssumption of friendly capital markets and deep merger/acquisition candidates is not validManagement/entrepreneur must be committed to process (continuous from day one!)Three exit routes – two reliable
• Industry consolidation• Strategic buyer• “Praying for rain”
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Private Equity Financing in Croatia: Existing Investment Incentives
Investment Promotion LawTaxes on profits range from 0% (for twenty year holding period) to 7% (for 10 year holding period), provided employment levels are maintained (30 – 75 employees)Direct assistance for job creation – up to 15,000 kunas per employee
Small Business Development Programme 2003-2006
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Profile of a Croatian Venture Capital Fund
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Part 4: Public Policy to Promote Private Equity Financing for SMEs
Government Support:“Regulation + Incentives”
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Government Support
A national, cohesive policy of promoting equity investing ensures constructive development of the SME sector
Countries without a “holistic” view of SME sector development and equity investing have experienced difficulties
Core areas to address:TransparencyLegal and regulatory compatibility Training
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Government Support
Policy Focus: Reduce Risk or Increase Potential ReturnTax CreditsGrants and Loans to FundsCo-Investment in FundsPartial Guarantee Against LossesLeveraged Investment in Funds
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Government Support: Example of U.S.
Bank Enterprise Awards Program
Native American CDFI Technical Assistance
Small and Emerging CDFI Assistance
New Markets Tax Credits
CORE/IntermediaryDepartment of Treasury, CDFI Fund
Small Business Investment Company
New Markets Venture Capital
Specialized Small Business Investment Company
The Small Business
Administration
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Government Support: Example of U.S.
Small Business Investment Company ProgramProgram established in 1959, targeting SMEsGovernment guarantee provides liquidity and leverage58% of 2002 U.S. venture capital investments were made through SBICsProgram being replicated in numerous countries
SBIC(Corporation,
LP, LLC)
SME
Equity Cash
Market
CashDebenture
SBA Private Investors
Cash
EquityGuarantee
Step 1Step 2
Step 3
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Government Support: Example of U.S.Community Development Venture CapitalFederal grants and low- interest loans provide working capital for technical assistanceFunds focus on SMEs in low-income communitiesNearly 80 funds established
Management Company
(“For-Profit”)
Parent(“Non- Profit”)
Investment Fund(“For- Profit”)
Investors
Foundations, Government,
Others
SME
Grants/ PRIs
Technical Assistance
CashCash
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Government Support: Example of U.S.
Federal Tax Incentives for Equity Investment“Qualified Small Business Stock” allows individual investors to reduce their tax on capital gains by 50%
• Stock must be held by the investor for at least five years• Capital gain from QSB stock held more than six months
can also be rolled into new QSB, thus avoiding tax
New Markets Tax Credit Program
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Government Support: Example of U.S.
State tax incentives for Equity investmentAll 50 States in the U.S. also impose taxes on individuals who reside or do business in their stateThree states with significant economic development issues, each of whom has little or no venture capital, offer tax incentives to help stimulate angel and community venture capital investing
• Iowa, Oklahoma, Maine
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Government Support: Example of U.S.
Iowa allocated $10MM for tax credits for investments (angels and others) in qualifying businesses or in community-based seed capital funds (defined as a fund having $500,000 to $3.0 million)Credit cannot exceed 20% of the taxpayer’s investment, not to exceed $50,000 per business
State of IowaPopulation: 2.9MM
52 per Sq. Mile2002 VC Record: 1 Investment
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Government Support: Example of U.S.
Credit against Oklahoma State income tax of 30% of the amount of equity investment in an Oklahoma small business venture located in a rural area, 20% in non-rural area, either as an angel investor or through a qualifying fund
State of OklahomaPopulation: 3.5MM
50 per Sq. Mile2002 VC Record: 5 Investments
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Government Support: Example of U.S.
Individual investors receive tax credit of up to 40% of the cash equity provided to eligible Maine businesses, and up to 60% credit for investments in high unemployment areasInvestments up to $5MM, five year holding period.Companies must be located in Maine, have gross sales of less than $3.0 million per year
State of MainePopulation: 1.3MM
41 per Sq. Mile2002 VC Record: 5 Investments
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Government Support:Example of Israel
Yozma Program, 1993Ten funds, $210MM total40% Government/60% Private Investors
Key Points to Success:Government as a CatalystLowered RiskMarket Failure ConditionsPredetermined Exit ConditionsTimed Entry and ExitNo Government ControlIndirect Investments (Funds)
Australia
Taiwan
Czech Republic
South Africa
New Zealand
Denmark
Korea
Governments applying the “Yozma Model”
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Government Support: Example of Latin America
30.5
211.75286.75
379
839916
437.5 475
156 100.7535.5 14.5 56.4 123 58 67.5 75.5
0
200
400
600
800
1000
1993 1994 1995 1996 1997 1998 1999 2000 2001 2002
Market commitment (US mm), NOT including private equity funds
MIF sponsored Funds commitment
Brazil: Business plan competitions, Venture Capital forumsChile: Program recently launched similar to the SBIC programPeru: VC lobbying associationMexico: Partnerships with U.S. firms and associations to improve market
Start of VC
Privatization and “dot-com”
bubbleMarket
returning, with MIF support$MM
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Government Support: U.K.’s Recent Strides, a Case Study
BackgroundGovernment recognized that the extraordinary wealth creation in England in the ’80’s and ’90’s was unevenly distributed and that significant gaps existed in investment flows into deprived areasSmall businesses were suffering from lack of investment capital
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Government Support: U.K.’s Recent Strides, a Case Study
Social Investment Task ForceAnnounced by Chancellor of the Exchequer in February 2000 – Reported in October 2000Chairman - Sir Ronald Cohen, Chairman of Apax Partners
Remit of Task Force: “To set out how entrepreneurial practices can be applied to obtain higher social and financial returns from social investment, to harness new talents and skills to address economic regeneration and to unleash new sources of private and institutional investment.”“In addition the Task Force should explore innovative roles that the voluntary sector, businesses and Government could play as partners in this area”
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Government Support: U.K.’s Recent Strides, a Case Study
Social Investment Task Force Recommendations:A Community Investment Tax Credit (CITC) to encourage private investment in under-invested communities.Community Development Venture FundsDisclosure by banksGreater latitude and encouragement for charitable trusts and foundations to invest in community development activitiesSupport for Community Development Financial Institutions
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Government Support: U.K.’s Recent Strides, a Case Study
Bridges Community Ventures: SummaryLaunched in May 2002, funds closed in September 2002Mission led – invest for purpose as well as a profitThe first Community Development Venture Capital fund in the UK£40MM fund: £20MM from the private sector with £20MM in matching investment from the GovernmentProvide venture capital to businesses in the most under- invested areas in EnglandMust achieve an attractive financial return for investors
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Government Support: U.K.’s Recent Strides, a Case Study
Bridges Community Ventures: Fund Structure£20MM of Government funds - £10MM is subordinatedDrawn down firstPaid back last5% capped returnFund management fee: 3%20% carry with no hurdle
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Government Support: U.K.’s Recent Strides, a Case Study
Tier 3: Entrepreneurs’ ClubSuccessful entrepreneurs and business people£20K - £100K plus commitment as Non-Exec
Tier 2: Strategic InvestorsVenture capital companies, high net worth individuals, private sector
institutions£500K - £1MM
Tier 1: Cornerstone Institutional InvestorsBanks and Pension Funds
£1MM – £4MM
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Government Support: U.K.’s Recent Strides, a Case Study
Bridges Community Ventures: Investment Strategy:Equity investments between £125K and £2MM in any one CompanyAll stages consideredAll sectors considered, with emphasis on manufacturing, services, media, retail and leisureExit horizon 3 – 5 years, but flexible6 – 12 Investments a year
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Government Support: U.K.’s Recent Strides, a Case Study
Bridges Community Ventures: “Entrepreneurs’ Club”Invested in FundCo-investment in individual companies offeredSuccessful entrepreneurs and business people who have “cashed out”Committed to an unpaid non-executive position on the board of at least one company and/or technical advisory work
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Part 5: Conclusions and Steps Forward
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Conclusions and Steps ForwardPhase One:
Form an action “Task Force”Structure an educational program to address awareness gap
• Investors/Potential Investors• Entrepreneurs: Need for equity capital• Professional advisors: Lawyers, accountants
Review of existing regulations in order to provide specific recommendations to various Government authorities to promote the sectorGather existing venture capital funds into an Association with regular meetings and advocacy initiativePromotion of business angel activitiesAssociation of entrepreneurs
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Promoting Venture Capital to Support the Croatian SME Sector
“Investing Patient Capital”