B-Shares: Equity as a security
What are B-shares?
B-shares is a new investment form on Companisto, which - like the A-shares - was created for professional investors. B-shares are securities issued by a special purpose vehicle (“SPV”) created specifically for the financing round. The B-shares represent a share in the start-up (i.e. the target company Lyke GmbH).
Investors thus acquire an indirect share in the start-up: The GmbH shares of the B-share investors of the Lyke GmbH are not held by the B-share investors themselves, but purchased in bundles by the SPV. The SPV becomes shareholder of the start-up and passes on the dividends and exit proceeds from the GmbH shares to the B-share investors. In addition, the SPV represents the B-share investors in shareholder resolutions. The B-share investors vote beforehand in a pooling vote on shareholder resolutions of the start-up, and the SPV then votes uniformly for the B-share investors at the shareholders' meeting.
Both the B-shares issued by the SPV and acquired by the investors as well as the SPV's share in the start-up are equity capital within the meaning of the German Commercial Code ("HGB").
What is the difference between A-shares and B-shares?
A-shares and B-shares both indirectly convey voting rights in shareholders' meetings. The GmbH shares are held by the A-share investors themselves and they agree in a pooling agreement to have their voting rights exercised only uniformly by a pool leader. In the case of the B shares, the GmbH shares are held by the SPV, which exercises its voting rights in accordance with the investors' instructions.
The subscription of A-shares requires the (one-time) granting of a notarised power of attorney, while B-shares can be subscribed online (without granting power of attorney). Only A-share investments can be sponsored with the INVEST grant.
(no notarized power of attorney required)
How does the investment in B-shares work?
B-shares can be subscribed directly online (a notarised power of attorney is not required). Any amount of investment can be selected (minimum investment: €10,000). There will be no bidding process.
B-shares are depositable through Clearstream connection
The B-shares are depositable securities with their own WKN (Securities Identification Number) and ISIN (International Securities Identification Number). Through a Clearstream connection, the B-shares can be deposited and held in any securities account of a bank or an online broker. The deposit of the B-shares into your account will be initiated by Companisto after the completion of the financing round. All we need is your securities account number and your bank sort code or BIC.
