FAQ
Republic Europe is officially breaking down the barriers to later-stage investing. Through our new special purpose vehicle (SPV) structures, UK and European investors can now secure a seat at the table with established private companies.
Opportunities historically limited by high minimum investments are now open to the Republic community.
Check out each campaign page for the full details of these unique opportunities. Have questions? Our FAQ below covers everything you need to know about how Republic Europe’s SPVs work.
What is an SPV campaign?
Republic Europe investors will be given a chance to invest into an SPV through the nominee structure. An SPV is a ‘special purpose vehicle’ created to hold shares in a specific company (the Underlying Company). The shares held by the SPV will usually be purchased from an existing shareholder in the Underlying Company and transferred to the SPV. The SPV will not invest directly into the Underlying Company. By investing in a SPV Campaign, Republic Europe Investors will become shareholders in the SPV and gain indirect economic exposure to the Underlying Company through the SPV’s shareholding.
Am I investing directly into the company?
No, you are investing in the SPV. On completion of a successful campaign, the SPV will use the funds raised to acquire shares in the Underlying Company from an existing shareholder. Once these shares are transferred, the SPV will become the shareholder in that Underlying Company. Republic Europe investors will be issued shares in the SPV, and the SPV will hold the shares in the Underlying Company on their behalf.
Can I sell my investment later?
Shares in an SPV may be eligible for listing on Republic Europe’s Secondary Market, but this is not guaranteed and should not be relied on as an exit. You should consider this a long-term, illiquid investment.
Investors may be given the chance to receive tokens, at Republic Europe’s discretion no earlier than 12 months following this campaign. If tokens are offered, receiving tokens will be optional for investors.
Is this available in my country?
Yes, SPV campaigns are available to retail investors who meet Republic Europe’s eligibility, categorisation, and appropriateness requirements.
Is my return guaranteed?
No. The SPV’s sole purpose is to hold shares in the Underlying Company so the value of your investment depends on the Underlying Company. There is no guarantee of returns. The timing or occurrence of a liquidity event in the Underlying Company or the SPV is uncertain. Investing in this type of product carries a high risk to capital and may result in the total loss of your investment.
How is the SPV valued?
The share price for the SPV will be set by reference to the share price of the Underlying Company. Fees and costs incurred by the SPV and Republic Europe, such as stamp duty, will be factored into the SPV share price and taken into account when setting the investment terms.
As a shareholder in the SPV, will I have any voting rights in the Underlying Company?
You will be a shareholder in the SPV, so you will not have a relationship with the Underlying Company.
This means you will not benefit from pre-emption rights (which may result in dilution if the Underlying Company raises further equity investment), information rights (no updates will be provided by the Underlying Company) or other contractual rights in the Underlying Company.
The SPV will be managed by Republic Europe or another manager as determined by Republic Europe. The SPV as a shareholder in the Underlying Company, will have certain shareholder rights. Any decisions related to these will be taken by Republic Europe in its role as manager of the SPV, acting for investors as a group. Decisions may not align with the preferences of individual investors.
The only circumstance in which Republic Europe may ask investors to vote is if the SPV is offered to voluntarily sell its shares in the Underlying Company.
If there are any distributions to be made to shareholders in the Underlying Company, will I receive these as a shareholder in the SPV?
Yes, the SPV will be structured such that distributions that it receives as a result of being a shareholder in the Underlying Company will go to the Republic Europe investors as shareholders in the SPV, subject to any applicable taxes, costs, and administrative processes. Distributions are not guaranteed and may be delayed or reduced.
