Frequently Asked Questions 2017-03-20T20:49:38+00:00

FREQUENTLY ASKED QUESTIONS

READERS ARE REFERRED TO VESTDECK’S FAQs RISK WARNINGS AND NOTICES SECTION AT THE BOTTOM OF THIS PAGE.

These FAQs are intended to provide background information about Vestdeck Limited. By their nature they are selective and are not necessarily subject to revision or updating. No person considering an investment in Vestdeck Limited should do so on the basis of these FAQs.

THE HISTORY OF VESTDECK LIMITED

COMPANY CHANGE OF NAME TO “VESTDECK LIMITED”

On June 23rd 2016 Unquoted Limited changed its name to Vestdeck Limited. This decision was made to better reflect the current business plan, which aims to deliver an innovative investor relations and B2B social media platform for the unlisted and quoted companies marketplace. The new proposed name and associated trademarks will offer a brand that can grow in accordance with the management teams longer term plans.

FINANCE | FUNDRAISING

Vestdeck is offering investors 12.5% of its equity for the raising of £250,000. To date Company has raised £50,000 for the development of its phase one minimum viable product which is due for launch in September 2017.

Vestdeck will apply the proceeds from its initial £250,000 placing of shares to complete its Minimum Viable Product (MVP). This is estimated to be completed by September 2017 at which point a follow-up £250,000 round will be aimed at underpinning efforts to increase the legacy user and new investor community.

These first two rounds will also assist with building Vestdeck’s technical network, improving its virtual presence, refining in-house systems and supporting its campaign to draw targeted professionals to Vestdeck.com in increasing numbers.

By growing a large global professional membership audience, Vestdeck will position itself as an innovative, capable and trustworthy service provider and will become an increasingly important brand in its own right.

Vestdeck’s development roadmap anticipates multiple financing rounds, each at successively higher valuations supported by the business realising pre-determined milestones to justify these.

If additional funds are raised through the issuance of new equity or equity-linked securities of Vestdeck other than on a pro rata basis to existing shareholders, the percentage ownership of the existing shareholders will be reduced.

Additional equity fundraising would only be required if Vestdeck needed to finance working capital, expansion of the business, new developments relating to existing operations or new acquisitions.

Whilst Vestdeck has no current plans to raise additional capital and is of the opinion that the working capital to be raised will be sufficient for its present requirements, it is possible that it may need to raise extra capital in the future to develop the business. No assurance can be given that any such additional financing will be available or that, if available, it will be available on terms favourable to Vestdeck or its shareholders.

Further equity financing may be dilutive to our shareholders or result in an issuance of securities whose rights, preferences and privileges are senior to the holders of Ordinary Shares. The directors may seek debt finance to fund all or part of any future development. There can be no assurance that Vestdeck will be able to raise those debt funds, whether on attractive terms (including acceptable covenants) or at all.

INTELLECTUAL PROPERTY | TRADE MARKS

Beck Greener is a London-based firm of patent attorneys, trade mark attorneys, design attorneys and IP Litigators.

Vestdeck have retained Beck Greener to protect our trade marks, brand identity, intellectual property and software services.

Trade Mark application: UK00003198756

RISKS

It depends what your definition of failure is.

In the unlikely event that Vestdeck fails to become the innovative positioning player as envisioned, we will still be a resource with a unique and interesting collection of user tools and still have a value.

Failure would result in us either being wound up or sold for a nominal price. This may result in shareholders losing some or all of the value of their investment.

There are three key risks when investing in Vestdeck Limited;

  1. The first is simply that the business will fail, and investors won’t get any money back.
  2. Secondly, even if the business succeeds, an investment is likely to be illiquid for a period of time – in this case for about five years – meaning that shareholders are unlikely to be able to sell the investment and will not receive dividends from it either.
  3. Finally, there is the risk of dilution. If we need to raise more capital later on, the percentage of equity existing shareholders hold in it will decrease relative to what they originally had.

Investors may only receive their money back if they sell shares in the trade sale planned after five years. Investors should understand that there is no liquid secondary market for unquoted shares and therefore they may not be able to sell shares or realise the value of the investment. Investors should understand that investing in shares in Vestdeck should only ever be seen as a long-term investment.

They should also understand that investing in shares in companies with start-up operations is a high-risk activity, with a high risk of failure. Also, when investors invest in private company shares they normally try to spread their risk by investing across a number of different companies or asset classes to minimise default risk.

Investors should understand that even if Vestdeck became regulated by the FCA, shareholders in Vestdeck would not be able to claim under the Financial Services Compensation Scheme established by the FCA if Vestdeck becomes insolvent. Investing in early stage businesses involves risks, including illiquidity, lack of dividends, loss of investment and dilution and it should be done only as part of a diversified portfolio. Vestdeck is exclusively targeting investors who are sufficiently sophisticated to understand these risks and make their own investment decisions.

Vestdeck is not engaged in any material litigation, claim or arbitration, either as plaintiff or defendant, which has or would have a material effect on our financial position.

Our directors do not know of any proceedings pending or threatened or of any facts likely to give rise to any proceedings which might materially and adversely affect Vestdeck’s position or business.

However, there can be no assurance that there would be no proceedings in the future that could adversely affect the position, financial performance, prospects or business of Vestdeck.

The market for Vestdeck’s products and services is characterised by continued evolution in technology, evolving industry standards, changes in customer needs, heavy competition and frequent new product introductions.

If Vestdeck is unable to anticipate changes in technology and customer requirements, or fails to develop and introduce its software and services on a timely basis, it may have an adverse impact on Vestdeck’s business and prospects.

There can be no assurance that Vestdeck will have sufficient resources to make the significant investment of resources in its software and services to ensure that the fast changing needs of its target markets are met. Also, if any technical or other difficulties that could delay the introduction of new technologies or enhancements are encountered, further investment may be required to ensure the desirability of Vestdeck’s software and services to customers.

VOTING RIGHTS

The Ordinary Shares which are held by the directors and investors hold equal voting rights in the company. One share equals one proxy vote.

COMMUNICATION

Of course. Engagement with our backers does not end the day money arrives into our bank account. We are in the business of investor relations and are keen to listen to our shareholders who we are sure will have comments, questions and feedback on our progress. We will keep all investors updated on how aspects of the project are progressing such as delivery dates of our platform’s digital innovations.

Most importantly we want to maximise the non-financial contributions our shareholders can make to our project in terms of ideas and direction. It helps us step back, assess the situation and change strategy if required.

We’re happy to answer any questions which you can put to us via email: info@vestdeck.com

Vestdeck will be informed of the identity of applicants before any investment is completed and, in certain cases, the investments may be recorded in public filings with Companies House or elsewhere.

We process, store and use personal information and other data in accordance with all relevant governmental regulation and other legal obligations related to privacy.

ICO is an abbreviation for the Information Commissioner’s Office. It is the UK’s independent authority set up to uphold information rights in the public interest, promoting openness by public bodies and data privacy for individuals.

The ICO gives guidance to citizens and organisations, rules on eligible complaints, and takes appropriate action when the law is broken.

The Information Commissioner is appointed by the Queen and responsible for administering the provisions of the Data Protection Act 1998 and the Freedom of Information Act 2000. For more information visit www.ico.org.uk

The Unquoted News Service (UNS) will allow for companies to communicate with their investors and is a key component of investor relations, IR. A Regulated News Service, RNS is the channel by which all investors are informed simultaneously about key developments that would normally affect a share price, either positively or negatively.

For companies using the UNS channel, there would be no quoted share price, however, it’s good practice to keep shareholders informed and will ensure companies have the processes in place to ensure they comply with regulations if they become a listed company.

PROFIT | TAX RELIEF | SEIS

Vestdeck is expected to make a profit within its second year of trading.

Investments in Vestdeck Limited are eligible for tax relief under the Seed Enterprise Investment Scheme (SEIS).

View our Advance Assurance letter from HMRC

SEIS offers eligible investors the opportunity to claim back up to 50% of their investment in eligible companies through income tax relief (for investments of up to £100,000). Additionally, investors will not pay any capital gains tax (CGT) on the disposal of shares at a profit, and may be able to claim loss relief if the shares are disposed of at a loss.

To benefit from the SEIS, the HMRC imposes certain conditions in order to prevent tax avoidance. These include a requirement that investors hold the shares for at least three years and a requirement that Unquoted Limited not engage in a list of prohibited trades, among others. More information on the conditions for claiming SEIS relief can be found on the HMRC’s website: Seed Enterprise Investment Scheme

THE VESTDECK TEAM | PARTNERSHIPS

Vestdeck’s future growth and success does indeed depend, in part, upon the leadership and performance and continuing service of its directors, senior management and contributors.

Our current team possesses the financial, marketing and administrative skills and experience that are important to the operation of Vestdeck’s business. Our ability, therefore, to meet our operational requirements and future growth and profitability is dependent upon, amongst other things, those personnel.

If any key person resigns, a suitable replacement with requisite skills, contacts and experience may not be immediately found and Vestdeck may experience negative market or industry perception, which could have a material adverse effect on our business, financial condition, prospects and results of operations.

Vestdeck has developed strong and mutually beneficial relationships with the following key technology partners and consultants;

REGULATION | AUDITORS | SOLICITORS

Stavrou & Company Limited are responsible for Vestdeck’s bookkeeping and accountancy.

MSP Secretaries are responsible for Vestdeck’s corporate governance work, to include the filing of company accounts, legal agreements and the issuance of share certificates to investors.

CORE VALUES | CLIENTS | COMPETITION

Our core values are Professional Intelligence, Honest Transparency and Communications Excellence. Vestdeck aims to become recognised as the pre-eminent communication platform for growth companies, and the leading ambassador for investor relations between companies, investors and professional service providers.

Vestdeck has the advantage of inheriting a significant 150,000 strong user database from the original Unquoted and Aimquoted websites. We will re-engage with that legacy database and target potential users with our new services.

According to company information and business intelligence firm Bureau van Dijk the total number of potential unquoted companies in the United Kingdom that may want to be active in investor relations is estimated at 48,000.

Through the clever and swift deployment of our marketing plan Vestdeck aims to enrol 0.15% of this market by the end of Year 1. We anticipate this number will grow to 0.6% by the end of Year 2 and will reach 2% of the total identified market by Year 3.

Since undergoing a change of name the new management have reviewed Vestdeck’s potential positioning in today’s market.

Dozens of investor information and network-based websites, including bulletin boards and social networks have all been launched over the past few years while more established internet-based operations have consolidated their positions.

We believe that the existing platforms of social networks, reporting style sites, Companies House-style listings and company review sites are fragmented. While these are split between a large number of players, none of them fulfil all the needs of companies, investors and professionals.

Vestdeck will harmonise elements of social media technology applications, modern angel network and venture capital businesses, whilst regenerating investor trust to stimulate lending and growth in the small and medium enterprise (SME) market.

TRADE SALE ‘EXIT WINDOW’ | DIVIDENDS

Shareholders will be able to sell their Vestdeck shares via a possible trade sale ‘exit window’ after five years from the current fundraise.

Vestdeck, or its advisers, will attempt to arrange to have other investors willing and eager to buy up the shares that existing shareholders want to sell.

To ensure any trade sale does not compromise the business, Vestdeck will attempt to ensure our figures including sales, profits, and profit margins are moving in the right direction; endeavour to build up a relationship with incoming shareholders to develop a ‘feel’ for their intentions and maintain our relationship with intermediaries.

We currently intend to retain any future earnings to finance the operation and expansion of our business and therefore don’t expect to declare or pay any dividends before the planned trade sale.

VESTDECK FAQs RISK WARNINGS AND NOTICES

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This FAQs section does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in Vestdeck Limited, nor shall it (or any part of it) or the fact of its publication on Vestdeck Limited’s website, form the basis of, or be relied on in connection with, or act as an inducement to enter into any contract or commitment thereof.

By accessing this FAQs section the reader acknowledges that they will be solely responsible for their own assessment of the market and the market position of Vestdeck Limited and that they will conduct their own analysis and due diligence investigation of Vestdeck Limited and be solely responsible for forming their own view of the potential future performance of Vestdeck Limited’s business.

The information in this FAQs section is subject to updating, completion, revision, further verification and amendment without notice. Vestdeck Limited has no obligation to ensure that the information contained in this FAQs section is updated regularly and readers should not rely on any content herein as final. The information provided does not purport to be all-inclusive or to contain all of the information that a reader may require to make a full analysis of the matters referred to herein.

No representation or warranty, express or implied is made or given by or on behalf of Vestdeck Limited, any of their respective directors, officers or employees or any other person as to the accuracy or completeness or fairness of the information or opinions contained in this FAQs section and no responsibility or liability is accepted by any of them for such information or opinions or for any errors, omissions, misstatements, negligent or otherwise, or for any communication written or otherwise, contained or referred to in this FAQs section.

Certain statements in this FAQs section including, but not limited to, estimates and projections of future trends and of the anticipated future performance of Vestdeck Limited, constitute “forward looking statements”. Such forward looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Vestdeck, or industry results, to differ materially from any future results, performance or achievements implied by such forward looking statements. The information contained herein is not intended to act as advice or a solicitation for business and should not be construed as such.

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