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Archangels Investors | Rules of Membership

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ARCHANGELS INVESTORS | RULES OF MEMBERSHIP

Adopted on 26 October 2016

 

Name and administration

Archangels Investors (“Archangels“) is an unincorporated association consisting of a Management Board (as defined below) and a larger group of members (together with the Management Board, the “Members“) that was formed by its founder Members on 26 October 2016.

Archangels is administered by Archangel Investors Limited (“AIL“) (company number  SC209206).  AIL has been nominated by the Management Board to assess and vet investment opportunities and to carry out initial due diligence on such opportunities before passing them on to the Management Board.  If the Management Board considers it appropriate, they will then contact Members to provide the Members with details of any potential investment opportunity and the terms on which an investment in the proposed investee company is to take place (the “Investment Proposal“).

All regulated activities in connection with the business of Archangels are carried out by Archangel Investors (Management) Limited (company number SC490050), a subsidiary of AIL which is authorised and regulated by the Financial Conduct Authority.

Archangels does not carry on any business or undertake any regulated activities.

Membership arrangements

Membership

Members will be invited to join Archangels on an annual basis at the discretion of the Management Board.  The membership year shall run from 1 January to 31 December unless changed at the discretion of the Management Board.
All Members must, as a condition of their annual membership, enter into (and agree to update as and when reasonably requested by the Management Board): (i) a power of attorney appointing a representative of AIL to enter into relevant documentation in relation to the acquisition or disposal of any investments which the Member decides to make; and (ii) a financial promotion certificate, confirming that they are a sophisticated investor or a high net worth investor and as such can lawfully receive information relating to the Investment Proposals. All investment decisions are made entirely by Members individually and AIL does not provide investment advice or recommendations.

Members acknowledge and agree that investment in an entity which is the subject of an Investment Proposal (an “Investee Company”) involves risk and a summary of certain of the key risks is set out at the end of these rules.

Fees

All Members will be invoiced an annual membership fee in advance. The membership fee is set at a rate to make a contribution to the running costs of the Archangels’ office, but not to make a profit. AIL may issue invoices on behalf of Archangels. All fees will be reviewed annually by the Management Board.
Where an Investee Company has been subject to a successful, profitable exit, a discretionary 5% charge will be made by AIL to the profit on exit of each Member who has invested in such Investee Company to incentivise the management team of AIL who have been involved in identifying the Investee Company and managing it through to exit. This is not a mandatory payment, but will be deducted from the Member’s proceeds unless the Member notifies the Archangels’ office in writing otherwise.

Investment

Members shall be entitled to participate in any Investment Proposal on the same terms as the other Members. AIL shall allocate each Member’s entitlement based on their indication of interest and Members shall be entitled to indicate their interest in taking an excess entitlement above their pro rata entitlement provided that entitlements may in certain circumstances be adjusted at the Management Board’s discretion in order to facilitate a fair allocation of entitlements in an Investee Company or to address legal or practical considerations.

There may be certain exceptional circumstances where members of the Management Board invest in investee companies that the Management Board do not consider appropriate to offer to Members as a result of the size or stage of development of such company and Members may be offered the opportunity to invest during a later round of investment. Where possible, the Management Board will endeavour to ensure that Members are not disadvantaged in these circumstances.

In the case of any Investment Proposal in respect of an Investee Company in which Members have previously made an investment as individuals, those Members having previously made an investment shall be offered priority to make the follow-on investment in that Investee Company and remaining Members shall be entitled to invest as individuals on the same terms in any unallocated investment.

All Members will receive the following in their capacity as Members:

·       regular updates on the Investee Companies in respect of which they have an investment, including an annual report;
·       access to the investment portal hosted by AIL;
·       invitations to the Chorus event organised by AIL, including the annual dinner, showcase and training half day;
·       an invitation to the Convocation event organised by AIL;
·      invitations to the various social events organised by AIL for the Members; and
·       access to such further information relating to Investee Companies as the Management Board decides to make available to Members.

The Management Board may also offer the management team of AIL the opportunity to invest in Investee Companies on the same terms as Members.  There are no obligations on the management team of AIL to invest and they may do so at their discretion.

Management Board

The Management Board shall be responsible for the management, affairs, promotion and control of Archangels and shall have the power and authority to do all things necessary to carry out the purpose of Archangels. The Management Board currently consists of five Members and the Management Board may supplement or reduce in size as the then members of the Management Board think fit. Members of the Management Board currently receive no remuneration for their services.

Meetings of the Management Board and its various sub-committees shall be held regularly and in any event at least four times per year.  All decisions of the Management Board shall be taken by simple majority and the chairman shall not have a casting vote.

The members of the Management Board shall not be liable, responsible or accountable in damages or otherwise to any of the Members, their successors, or assigns, except by reason of acts or omissions due to bad faith, negligence or wilful default, material breach of these rules, or for not having acted in good faith in the reasonable belief that the Management Board’s or their actions were in, or not opposed to, the best interests of the Members of Archangels.

Meetings of Members

Meetings of the Members shall be held at least once per calendar year.

No transfer of membership

Members are not permitted to sell or transfer their memberships.

Cessation of membership

Any Member may cease to be a Member at any time during the annual membership term by giving not less than one month’s written notice (or such shorter period as is accepted by the Management Board) to the Management Board of their intention to cease to be a Member.  The obligations in respect of confidentiality set out below continue after the cessation of membership.

The annual membership fees are non-refundable.

The Articles of Association of all Investee Companies contain “drag” provisions, which allow minority shareholders to be swept up on an exit event, even where they have ceased to be Members of Archangels.

Confidentiality

Each Member undertakes that he shall not at any time, either during the term of their membership of Archangels or thereafter, disclose to any person any Confidential Information concerning the business or affairs of Archangels or the other Members or of any Investee Company.

Each Member may disclose Confidential Information as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

No Member shall use any Confidential Information for any purpose other than to perform their obligations under these rules or to make any decision in relation to an investment in or a disposal of their interest in an Investee Company.

All Confidential Information shall, as between each Member, and Archangels, be deemed to be the property of the Management Board on behalf of Archangels.

Each Member shall immediately inform the Management Board if they become aware of the possession, use or knowledge of any Confidential Information by any person who is not authorised to possess, use or have knowledge of it.

For the purposes of these rules “Confidential Information” means any of the following information, documents, papers or property which, at any time, comes into the Management Board’s or any other Member’s possession or under their control in the course of the business and which the Management Board regards or could reasonably be expected to regard as confidential, whether or not such information is, in itself, confidential, marked as “confidential” or reduced to tangible form:

  • any information relating to the Members, Archangels, AIL or the Investee Companies;
  • any information relating to the prospective business, technical processes, computer software, intellectual property or finances of Archangels or AIL, including potential Investee Companies;
  • any information relating to the affairs of any Member or any director, employee, agent or sub-contractor of AIL;
  • all documents, papers and property which may have been made or prepared by, or at the request of, the Management Board, AIL or any Member or which come into the Management Board’s, AIL’s or any Member’s possession or under their control in the course of the business; and
  • compilations of two or more items of such information and all information which has been, or may be, derived or obtained from any such information.

Amendment

The Management Board shall be entitled to amend these rules at its entire discretion provided that Members shall be given 30 days’ prior written notice of any amendment.

 

 

Summary of Key Risk Factors

  1. The typical Investee Companies that the Management Board may provide Members with information on are smaller, early-stage companies, usually with no or a limited trading record and so generally are at a stage where they are not profitable and may not have any revenue stream or turnover.
  2. Investments in unquoted securities are highly speculative, carrying high risk. Members should only consider investing if they understand the risks associated with such investments and are able to suffer any losses that may be incurred and are recommended to seek independent financial advice.  There is no ready market for the realisation of investments in unquoted securities.
  3. Investee Companies are likely to carry substantially higher risks than would an investment in larger or longer-established businesses. The early stage nature of the Investee Companies, and the fact that many are in high-risk sectors or developing potentially untested or unproved business ideas and/or intellectual property, may mean a number of them may fail and Members who invest in some only of the Investee Companies may find themselves invested in transactions with a higher failure rate than the average over all the Investee Companies available.  Investee Companies will often have limited product lines, markets or financial resources and may be dependent for their management on a smaller number of key individuals.
  4. Investee Companies are likely to require multiple investment rounds, possibly at higher or lower valuations, and should Members not commit further funds to such future investment rounds they may find their shareholding is diluted. Investee Companies may also be more difficult to accurately value than more established businesses.
  5. While AIL may look for certain rights in respect of Investee Companies, it will not control the companies or their boards of directors and may not always be in a position to fully protect members’ interests and its influence over the Investee Company may be restricted. Where AIL appoints an investor director then such investor director will not owe any duty to Members and will be a non-executive board member. The ability of the director to influence a board may therefore be restricted.
  6. The market for stock in Investee Companies is likely to be less liquid than that for stock in larger companies, bringing with it potential difficulties in acquiring, valuing and disposing of such stock. Shares in Investee Companies may also be subject to restrictions on the transfer and/or disposal of shares which may limit a Member’s ability to dispose of them for valuable consideration.
  7. Certain assumptions may be made in the calculations and analysis and projections in any information provided on an Investee Company. No representation is made that the projections, estimates or description of prospects detailed will be achieved in the future. Any information provided on an Investee Company is based upon information which AIL considers reliable but no representation is made that it is accurate or complete and nor should it be relied upon as such. Certain economic and market information contained in it may have been obtained from sources prepared by other parties. While such sources are believed to be reliable, neither AIL, nor any of its advisers, assumes any responsibility for the accuracy or completeness of such information.
  8. Where AIL undertakes any due diligence on an Investee Company then such due diligence shall be limited compared with the scope of due diligence carried out by institutional investment funds. This is due to resource and the size of deals and is therefore unlikely to catch every issue which might otherwise surface and/or may not identify all or any material factors which may influence a Member’s decision to invest.
  9. Any information provided on an Investee Company does not purport to provide a complete description of that company or its future prospects or performance. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions or projections contained therein. All expressions of opinion are subject to change without notice and do not constitute advice and should not be relied upon.  To the fullest extent permitted by law, neither AIL nor any of its directors, shareholders, partners, employees, consultants, advisers or representatives shall have any responsibility or liability whatsoever for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with this document, or any information provided pursuant to this document, whether in the form of due diligence reports or otherwise.
  10. Members are required to confirm that they are experienced in business matters, understand the risks and are able and willing to suffer losses that will result from such early stage investing.
  11. Members acknowledge that Archangels, the Management Board and AIL, its shareholders, directors and investment officers (i) do not owe Members a duty of care and (ii) will not and are not permitted to provide any investment advice or recommendation as to any investment or investment decision (including whether Members should invest or not invest or whether a person should become a Member), and Members will not regard any correspondence or communication as constituting investment advice.