Procedural Questions

All you need to do is complete a simple online registration form and then accept the Terms and Conditions.  Investors and Advisers have to satisfy additional requirements and only gain access if they are able to certify they are high net worth or sophisticated.

For Investors and Advisers, we provide:
Grouping together to discuss opportunities in chat rooms and share documentation;
Building a relationship with the team behind the venture;
Deal management;
Doing due diligence;
Price negotiation.

For Entrepreneurs, we provide:
Using social networking technology;
Providing virtual coaching for entrepreneurs on legal and business requirements;
Providing a permanent solution for keeping in contact with your fund;
Equity division.

You can 'create a project' to showcase your business to potential investors.  Enter basic details in the 'create a project' page.  You can then build in more information on your page such as milestones, adding documents and using the reporting tool and equity division tool.

This platform is free to Members.  Registering is free of charge. We seek to promote entrepreneurial activity in the UK.  At no stage do we charge Investors.  Where funds are successfully raised by entrepreneurs we charge 2% commission on funds raised. InEn Global LLP (platform provider) will invoice you directly.

Log in with your old email address and go to personal details link. Change your email address on the form, confirm your password and submit. When you next log in please use your new email address.

Within the log in box is a link ‘Forgotten your password’. Click this and follow the instructions and a new password will be forwarded to you.

You may choose what documents you upload but bear in mind that, if you are seeking to raise capital, in order to attract Investors these documents should provide the information that potential Investors will find useful. Typically, the type of documents that Entrepreneurs upload are executive summaries, business plans, accounts, private placement memoranda, prospectuses and company brochures.  Public companies can offer their shares to the public but private companies must not do so and therefore private companies must not put up offers or application forms.

This is correct. Other Entrepreneurs’ business proposals are only available to those who self-certify as high net worth or sophisticated Investors.  This is because of the way that financial services law operates in the UK.

All users are required to use a user name and password to access the web site. We use the latest security programming to protect our site and all information. 

You can set your investment preferences under 'profile'.
You can explore investment opportunities under 'Companies' and click 'Search' to explore. You can filter results by category, stage, raise amount etc.
Under 'Groups' you can create a group or request to join a group.  Groups allow investors to discuss investment opportunities or share market intelligence.

If you are a Corporate Adviser, Solicitor or Accountant you need to register.  Once registered you can open a Company Room, invite contacts and when the appropriate documents are uploaded you can open the Company Room to Investors. 

The 5 star system is a simple system to allow Members to pass on their views on investment opportunities in a quick but meaningful way.  Simply click on the star which you think best reflects the company you are rating.  If you want a more detailed list to help you rate a company, you could use the list below.

Company rating to be answered by potential Investors  
1 Does the company's product exist in a form that is sellable? Yes No
2 Can the company prove a well-defined customer need and a ready market for its product? Yes No
3 Is the product easily scalable? Yes No
4 Are there reasonably high barriers to entry for competitors? Yes No
5 Has the team worked together before? Yes No
6 Has at least one team member shown he or she can make money? Yes No
7 Has the team the necessary professional technical and management experience for the business? Yes No
8 Does the company have revenues? Yes No
9 Can the company demonstrate that its product or service has reasonably high margins? Yes No
10 Can the person controlling finances demonstrate experience of tight control and is there a believable exit strategy for Investors? Yes No
Score [number of yes’s] 

Legal and Regulatory

You can only register as an Investor or Adviser if you are able to certify yourself as either a high net worth individual or a sophisticated Investor.  You only qualify as a high net worth individual if at least one of the following applies -

(a) you had, during the financial year immediately preceding the date of registration (or certificate issue date), an annual income to the value of £100,000 or more;
(b) you held, throughout the financial year immediately preceding the date of registration (or certificate issue date), net assets to the value of £250,000 or more. Net assets for these purposes do not include -
(i) the property which is your primary residence or any loan secured on that residence;
(ii) any rights of yours under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or
(iii) any benefits (in the form of pensions or otherwise) which are payable on the termination of your service or on your death or retirement and to which you are (or your dependants are), or may be, entitled.

You can only register as an Investor or Adviser if you are able to certify yourself as either a high net worth individual or a sophisticated Investor.  You only qualify as a sophisticated Investor if at least one of the following applies –

(a) you are a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date of registration (or certificate issue date);
(b) you have made more than one investment in an unlisted company in the two years prior to the date of registration (or certificate issue date);
(c) you are working, or have worked in the two years prior to the date of registration (or certificate issue date), in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises;
(d) you are currently, or have been in the two years prior to the date of registration (or certificate issue date), a director of a company with an annual turnover of at least £1 million.

Financial Services and Markets Act 2000 states a person “must not, in the course of business, communicate an invitation or inducement to engage in investment activity”.  This criminal offence is known as the Financial Promotion Restriction.  It does not apply, within limits, to communications by Authorised or Exempt persons or to communications to persons exempt under the Financial Promotion Order 2005.
InEn (platform provider) is an Exempt person but to fall into line with perceived public policy it adds an extra regulatory layer.  The following persons may receive financial promotions without breaching the law:

A Self Certified High Net Worth Investor (self certifies as having an annual income in the last financial year in excess of £100,000 or net assets of £250,000 or more (excluding primary residence, certain insurances and pensions)).
A Self Certified Sophisticated Investor (signs an appropriate certificate, which confirms that he or she is qualified to make investments and acknowledges his awareness that he or she may lose all his or her property).
We provide FREE self-certification as well as email reminder services because certificates are only valid for a maximum of 12 months.
We also enable Entrepreneurs to post their business plans which can be seen free of charge by Investors. 
We do not solve all the problems of marketing securities to private individuals but it is part of the solution and it does help to create awareness and to generate interest.
InEn (platform provider) is a not for profit set up to promote enterprise in the UK. The intended benefits of
·     Entrepreneurs: help them to communicate their business proposals to Investors;
·     Investors: explore investment opportunities (while preserving anonymity);
·     Communications: Investors are invited to make direct contact with the featured companies and/or their Adviser. 

1.     You agree to act honestly in all your dealings with other users.
2.     You agree to show respect and politeness to other users. 
3.     You will not assist any person to breach the Code or applicable law.
4.     You must comply with company law, financial services law and any professional rules applicable to you.
5.     You will respect the confidentiality of, and not steal the property of, other users.
6.     You will give feedback that is honest and helpful to other users.
7.     You must not put any information on the site unless you:
(a)             believe it (excluding opinions, views and forecasts) is true;
(b)            believe any opinions, views and forecasts contained in such information are honestly held; and
(c)             do not deliberately omit any material matter of which you are aware which makes such information to your knowledge, inaccurate or misleading.

Under the Financial Services and Markets Act 2000 and its related legislation either (or both) of the following triggers the requirement for a prospectus:
1. A public offer of transferable securities in the EU;
2. The admission of transferable securities to trading on an EU regulated market.
There are certain exemptions to both or either of the triggers contained the in Financial Services and Markets Act 2000 and the Prospectus Rules. 
What is a Public Offer?
There is an offer of transferable securities to the public if there is a communication to any person which presents sufficient information on the securities and the terms on which they are to be offered to enable an Investor to decide to buy or subscribe for the securities in question. 
What is a regulated market?
In the UK the following markets are “regulated markets” for the purpose of the prospectus requirements:
The Regulated Market of the London Stock Exchange;
ICE Futures Europe;
The London Metal Exchange;
The PLUS-listed market
·      Note that AIM is not a “regulated market” and so admission to AIM will not require a prospectus (provided there is no offer to the public).
Once it has been decided that there has been either a public offer or an admission to trading on a relevant market, or both, a prospectus will be needed unless there is a relevant exemption.  Where transferable securities are being offered to the public and are being admitted to a regulated market, the issuer will need to find exemptions that apply to both the public offer trigger and the admission to market trigger in order to avoid the need for a prospectus.  The following section lists examples of some of the exemptions for the public offer trigger.  These questions and answers do not deal with admissions to market.

Consideration less than EUR 2.5 million: Where the total consideration of the offer is less than EUR 2.5 million.  This will increase to EUR 5 million on or before 1 July 2012.  The Government has stated that it wishes to increase this threshold before then.
CIS: Units in an open-ended collective investment scheme;
Scrip Dividend: Free of charge scrip dividend;
Employee Offer: Offer of securities to existing or former directors or employees by their employer or by an affiliated undertaking;
100 Persons: Offers made or directed at fewer than 100 persons, other than qualified Investors, per EEA state.  This will increase to 150 before 1 July 2012.  The Government has stated that it wishes to increase this threshold before then.  Note that offers by financial intermediaries are treated as those of the issuer.
Minimum Consideration: Where the minimum consideration that may be paid by any person is at least EUR 50,000.  This will increase to EUR 100,000 before 1 July 2012;
Maximum Consideration: Where the total consideration for the transferable securities being offered cannot exceed EUR 100,000 (to include all offers open at any time within the last 12 months relying on this exemption). (S 86 Financial Services and Markets Act 2000)

A private company commits an offence if it offers its shares to the public (S.755 Companies Act 2006).  An offer is not treated as made to the public if it can properly be regarded (S.756 Companies Act 2006): “a. as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer; or b.     as being a domestic concern of the persons receiving and making it.”
This means that when raising money for private companies you must be very cautious before attaching an application form.  Normally it is done in a stepped process.  Initially there is a business plan (which must not contain an offer) or other communication to Investors.  If an Investor likes what he or she sees a dialogue starts which may lead to a specific letter to or agreement with that Investor.  This process makes it clear that the application form or subscription agreement is not open to anyone other than the named Investor.  The matter is complicated by S.755 Companies Act 2006 which states it is evidence that an allotment of shares was made with a view to their being offered for sale to the public if an offer to the public is made within six months after the allotment.  Raising equity capital for private companies whose shares are thereafter to be traded is a complex process.
Thus business plans (or information memorandum) circulated by private companies ought not to contain an offer of securities.  Offers should only be made when the number of Investors have been narrowed to a select few and then offers then made to them individually (orally or in writing).

Our objective is to help companies access capital.  It does not intend to have any form of trading facility for shares.  We feel that the market for trading shares is adequately catered for elsewhere.  However the Company Rooms could be used as a starting point to find buyers for minority or majority sales in Companies.

S.19 Financial Services and Markets Act 2000 states “no person may carry on a regulated activity in the UK unless he is an authorised person or an exempt person”.  It is arguable that part of InEn’s activity might be carrying on the regulated activity of “arranging deals in investments”. 
InEn was incorporated in September 2015 and has always operated as a not for profit company promoting private enterprise in the UK and as such when InEn carries on any activity which could be classified as a regulated activity InEn is an exempt body by virtue of Financial Services and Markets Act 2000 (Exemption) Order 2001.  In addition the Financial Promotion Restriction does not apply to InEn by virtue of the way in which InEn operates.
One of the exemptions on which InEn relies has its roots in legislation made by Michael Heseltine (former deputy Prime Minister) who told InEn’s founder that his staff was always producing legislation that was far too burdensome and was delighted to create exemptions such as the one that applies to InEn.

If you raise capital by using a prospectus then you must comply with the prospectus standards.  If you use a private placing memorandum then there must be no omissions which make the information you provide misleading.  This does not require you to make public disclosure of all information that could be potentially damaging to your company through our website.  However there is a requirement in our terms and conditions that anyone seeking to raise capital will fairly disclose information to persons introduced through the site.  Please note our terms and conditions do have high standards for those using our facilities to raise capital.  However they are intended to be subjective standards (e.g. “you honestly believe…”) rather than the objective standards set out in Prospectus law (e.g. a prospectus shall “contain all such information as Investors would reasonably require, and reasonably expect to find there…”). 
In addition Rooms are set up initially as private and then the Leader has control over whether to allow in Investors.  If he or she does so initially Investors only get in to see whatever documents the team discloses.  If an Investor is interested he must accept a confidentiality agreement and then ask for access to additional information and such access is subject to the Leader’s approval.  The Leader gets access to parts of the Investor’s profile.