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How it works

Companies
Investors

Teaser

  • Provide information
  • Capitalizer produces a blind Teaser
1
  • Analyze the Teaser
  • Express interest
2

Information Memorandum

  • Receive Expressions of Interest from investors
  • Receive non-disclosure agreement from investors
  • Provide comprehensive information
  • Capitalizer produces a presentation (“Information Memorandum”)
3
  • Sign a non-disclosure agreement
  • Access the company's Information Memorandum
4

Non-binding Offer

  • Answer questions from investors
  • Receive Non-binding Offers
  • Select investor(s) to the next stage
6
  • Submit questions
  • Submit Non-binding Offers
5

Final Offer

  • Provide information in the Data Room
  • Answer questions from investors
  • Receive Final Offer(s)
  • Select investor to enter final negotiations
8
  • Access the Data Room
  • Questions and answers (Q&A)
  • Submit a Final Offer
7

Closing

  • Negotiate directly with the investor(s)
  • Agree the final terms of the deal
  • Close the envisaged transaction
9
  • Negotiate directly with the company
  • Agree the final terms of the deal
  • Close the envisaged transaction
9

How it works

Teaser

  • Company provides information
  • Capitalizer produces a blind Teaser
  • Investors analyze the Teaser
  • Expression of Interest from investors

Information Memorandum

  • Company provides information
  • Capitalizer produces a presentation ("Information Memorandum")
  • Signing of Non-disclosure Agreement
  • Investors analyze the Information Memorandum

Non-Binding Offer

  • Q&A (question and answers)
  • Non-binding Offers from investors
  • Company selects investor(s) for the next stage

Final Offer

  • Virtual data room with company information
  • Q&A (questions and answers)
  • Final Offers form investors
  • Company selects investor(s) for final negotiation

Closing

  • Direct negotiations between company and investor(s)
  • Agreement on the final terms of the deal
  • Closing of the transaction

Frequently Asked Questions

Capitalizer is an online platform designed to empower established SMEs to access capital from professional investors. It is specifically suited for companies which:

  • - Have an operational result of at least € 300.000
  • - Have positive net income
  • - Are looking to raise at least € 300.000

The investors registered in the platform are professional investors, as defined in Directive 2014/65/EU of 15 May 2014 (MiFID II) under the article 4(1)(10), actively looking to invest in SMEs, including private equities, corporate investors, investment funds or family offices.

In an initial stage of the capital raising process, the investors will only have access to a one-page blind profile of your company (Teaser) which will not disclose the identity of the Company. Only investors who have expressed interest, signed a Non-disclosure Agreement and who are approved by you will have access to detailed information on your company.

 

You will be asked to submit information regarding your company through a simple and structured process, consisting on the filling of online forms. Based on this information Capitalizer will prepare two information packages with different degrees of detail, in particular, the Teaser and the Information Memorandum.

 

The Teaser will consist of a brief one page blind overview of your company, describing its activity, key financial and operational performance information, why it makes sense to invest in it and the amount and use of the funds to be raised.

 

The Information Memorandum will consist of a more detailed presentation of the Company, containing information regarding the following main areas: i) industry and competition; ii) description of main products / services; iii) management team; iv) historical financial information; and v) business plan.

 

The Information Memorandum will be conceived with a view of enabling potential Investors to perform an analysis of the Company and present Non-binding Offers.

 

Subsequently, should you accept any Non-binding Offer, there will be a virtual data-room to share comprehensive information with the investor(s) you have selected.

When you start the process, a blind Teaser (previously approved by you) will be sent to investors with the profile of your company. This will be enough for investors to decide if they're interested to find out more, but not enough to identify the company.

 

Based on this document, investors may submit an expression of interest to analyse additional information. You will previously approve the Investors which will be invited to analyse the company in more detail. Those investors will be required to sign a non-disclosure agreement prior to receiving any information and, as such, will become legally obliged to hold confidential all information disclosed.

The Investors evaluating your company are highly experienced professionals which are used to determine a company’s value on a recurring basis. In that sense, the terms offered by these entities will typically be consistent with a company’s fair value and in accordance with market practices.

 

These investors will estimate a company’s fair value by recurring to several different valuation methods. The industry’s most widely used and internationally accepted valuation methods are the Discounted Cash Flow approach and Market or Transaction Multiples. These techniques are mostly based on observable information such as the recent financial performance of the company and its future business plan, and influenced by current market conditions and consensus inputs such as assumptions regarding the future of specific industries or the overall economy evolution.

You are free to accept, negotiate or reject any offers you receive through Capitalizer, and will never be obliged to agree with any offer.

Through Capitalizer a company typically may raise equity funds, either through a capital increase or a sale of shares.

 

However, Capitalizer provides flexibility for other types of funds, namely mezzanine debt. This type of debt provides the lender the right to convert the borrowed amount into an ownership or equity interest in the company in case of default or by an agreement between both parties at the maturity of the loan. In terms of seniority, mezzanine debt is ranked between equity and senior debt, meaning that in case of default it will be repaid only after all the senior lenders are repaid.

Capitalizer’s highly experienced investment banking professionals will be available to support you at any time of the private placement process.

 

The support can range from advisory services in the tailor-made preparation of the information packages to be disclosed to potential investors,  in the analysis of the offers received or during the negotiations to be developed with investors.

Capitalizer provides access to a renewing pool of established SMEs actively looking to raise capital. This will allow investors to screen through investment opportunities without leaving the desktop.

 

In addition to Capitalizer’s time saving features regarding market screening, you will be able to efficiently run the critical stages of an investment process, compliant with investment banking’s international best practices.

 

Capitalizer allows you to analyze information and execute most of the transaction process in a transparent, confidential and structured way.

 

The information made available through Capitalizer is intended solely to present companies and does not exempt the analysis of additional informative elements nor the closing of a subsequent negotiation process related to the execution of an investment.

 

Capitalizer may not be used by the Investor to order the subscription of any contract, product of financial instrument.

The access to Capitalizer is exclusively available to professional investors, as defined in Directive 2014/65/EU of 15 May 2014 (MiFID II) under the article 4(1)(10). In case you are not a professional investor, you may not use this service. The general public does not have access to Capitalizer.

In Capitalizer Investors will gain access to a pool of established SMEs from any sector of activity and from any EU country. In particular, Capitalizer is specifically targeting companies which:

  • - Have an operational result of at least € 300.000
  • - Have positive net income
  • - Are looking to raise at least € 300.000

Capitalizer is a highly flexible platform in what regards transaction structures. Investors may propose different structures to companies, including capital increases, acquisition of shares and mezzanine loans.

Capitalizer allows Investors to perform most of the typical phases of a private placement, increasing the efficiency of the investment process.

 

The platform’s main features for Investors include:

  • - Receipt and analysis of the Teaser
  • - Expression of interest in receiving further detailed information
  • - Signing of confidentiality letter
  • - Receipt and analysis of the Information Memorandum, and submission of questions to the company
  • - Submission of non-binding offers
  • - Virtual data room supporting the due diligence
  • - Q&A regarding the company information
  • - Submission of final offers

 

The final negotiations and legal formalization of the transaction shall be performed in person by the parties involved.

The information made available through Capitalizer shall not be used as contractual or pre-contractual information to support any investment decision. Such information shall not replace, in any, case, the development of an adequate due diligence and valuation judgement from the users.

Currently we do not charge any fee to investors, either for registration, execution or closing deals originated through the platform.

Referrers are typically business service providers such as lawyers, accountants and consultants, who refer companies seeking capital to Capitalizer.

As a Referrer, you will be entitled to a referrer fee upon the successful completion of a transaction involving a company you referred to Capitalizer.

As a Referrer of a company that successfully raises capital through Capitalizer you will be entitled to a referrer fee which corresponds to a percentage of the success fee earned by Capitalizer.

 

Please register without compromise to learn more about our success fee-sharing scheme.

Established small and medium enterprises (SMEs) looking to raise funds from professional investors are considered to be suitable to be present in Capitalizer.

 

The platform is especially suited for companies which:

  • - Have an operational result of at least € 300.000
  • - Have positive net income
  • - Are looking to raise at least € 300.000

Yes, as a referrer you are allowed to refer an unlimited number of companies.

The referral fee shall be due upon Capitalizer’s receipt of its respective success fee regarding the closing of a transaction by a company referred by you.