Kudo Insurance

Key Information

FCA Regulatory Approval

Kudo Insurance (Toggle Data Services Limited) is a company registered in the UK, with a registered office at 49 Greek Street, London, England, W1D 4EG, company number 10368531. Toggle Data Services Limited is not authorised by the Financial Conduct Authority (FCA).

Kudo MGA Limited (13392723) is a wholly owned subsidiary of Toggle Data Services Limited. Kudo MGA Limited has been approved as an Appointed Representative, acting on behalf of its principal Blagrove Underwriting Agency Limited (04209302). As an Authorised Representative of Blagrove Underwriting Agency Limited, Kudo MGA Limited will be fully approved to sell insurance policies once two Kudo MGA Limited team members have had their Approved Persons applications approved. Both team members have been approved persons with a number of insurers in the past.

Please note that Kudo MGA Limited is currently party to a FCA related reportable event. Kudo MGA Limited sold one policy when the company should have held its own regulatory status as an Appointed Representative (AR) of Blagrove. When Blagrove identified this error, policy quotes and sales were immediately switched off within the Kudo App. Given the policy was sold under Blagrove’s insurance arrangements it is a requirement of Blagrove to report the sale of the policy to the FCA, and explain why Kudo MGA Limited did not have the correct permission at the time of the policy sale.

Convertible Loan Note

The company has an outstanding secured convertible loan, which may convert to equity after this round and dilute existing shareholders (the ‘CLN’). The terms of the convertible loan are as follows:

- Loan value: £500,000
- Lender: XS Direct
- Security: Fixed and floating charge over all the Company’s assets
- Interest rate: 12% p.a.
- Conversion:
(i) Conversion trigger: Equity raise of not less than £1,000,000 in aggregate, if XS Direct elects to convert
(ii) Conversion price: 40% discount on share price of the equity raise
(iii) Share class: The same share class as issued in the trigger round
- Repayment:
(i) Repayment date: December 2023, if not already paid / converted
(ii) The CLN shall also be repayable on either a default of the CLN or change of control in the Company

Share Classes

The company currently has four classes of shares: A Ordinary, B Ordinary, C Ordinary and Ordinary (for employee options), which each have equal rights to voting, dividends and distributions of capital.

All investors in this round, including Seedrs investors, will be receiving C Ordinary shares.

Company Structure

Investors in this round are investing into and will become shareholders of Toggle Data Services Limited. This is the holding company of Kudo MGA Limited.

Outstanding Invoice:

During the early development of Kudo, the Company used a service provider to develop the proof of concept for the mobile application. As part of that agreement the Company prepaid for ‘service credits’ and the contract also provided for further payments by the Company. These services were ceased in 2019. There remains a service credit which the Company does not believe that it will use nor will it recover the costs. At the time, the Company ceased its relationship with this provider an invoice was issued for further service credits to the amount of $190.000. The service provider has not requested payment and has subsequently been acquired. For good accounting practice the Company holds the amount as a “payable” in its accounts and intends to do so for a period of six years from 2018.