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nHouse

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We make beautiful, spacious eco-friendly homes...for all. Designed to last. Built offsite in the UK.

294%
 - 
Funded 11 Aug 2020
£50,000 target
£147,480 from 526 investors
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Business overview

Location Norwich, United Kingdom
Social media
Website www.the-nhouse.com
Sectors Property Non-Digital Mixed B2B/B2C
Company number 10453844
Incorporation date 31 Oct 2016
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Investment summary

Type Convertible
Discount 20%
Share price N/A
Tax relief N/A
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Business highlights

  • Full 'mortgage friendly' quality accreditation achieved (BOPAS)
  • Sales pipeline of over 30 houses being prepared or in planning
  • Highly experienced management team and award winning architects
  • Demand for houses is 300,000 per year in the UK
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Key features

  • Secondary Market
  • Nominee investment min. £10.00 +
  • Idea
  • Key Information
  • Team
  • Updates
  • Investors 526
  • Discussion
  • Documents

Learn more about convertible campaigns.

Idea

Introduction

nHouse is a young disruptive housing company challenging the status quo of the UK residential construction sector.

We make houses using modular methods - which means they are constructed in separate parts in a factory before being transported and connected together at a building site.

The 12 homes in our range are eco-friendly, full of lifestyle technology, spacious, have healthy home attributes, are low cost to run and are made of high-quality materials - we have BOPAS accreditation meaning they are mortgage friendly and have a 60 year structural warranty.

Our market includes self-builders, developers and volume house purchasers (e.g. Housing Associations).

The UK government wants the 'offsite' sector to help solve the housing crisis, tackling the 100,000 annual housing supply shortfall, particularly because we can make a house in 12-16 weeks.

We aim to sell hundreds of homes annually. Since 2016 we have been backed by over 1915 private investors.

Substantial accomplishments to date

Sales.

By August 2020 we aim to have completed our fifth house.

Between 2020 March-May, we received 300+ sales enquiries. This could average to 1,400+ sales enquiries over the next 12 months.

We aim to convert 3% of inquiries into sales. Following an 8 month lead-to-sale pipeline this would result in 24 houses being sold next year (£4.8m revenue.)

30 nHouses are now in the planning process. We have signed an MOU with a major developer for 50 homes to be supplied by nHouse on a scheme with planning in Lancashire.

Money.

Since launch we have raised over £1.7m from 1,600 investors via three crowd raises and private investment.

nHouse have contracts equating to over £800K of income to date.

A report by McKinsey predicts offsite sector value to be $130 billion by 2030

Products.

nHouse has developed a range of 12 properties, from flats and bungalows right up to large six-bed houses, using a variety of construction materials, finishes and specifications as well as optional extras.

We have selected manufacturing partners, secured supply chains, reached design and engineering 'freeze' on core range and achieved BOPAS accreditation.

Marketing.

nHouse has created a strong brand with brochures, a website and other marketing materials.

We have exhibited at numerous conferences and events including Grand Designs and ModMatch.

We are ranked on the front page of Google for modular house searches.

We have been written about by major UK newspapers like the FT, The Times, The Guardian, and The Sun.

Monetisation strategy

Our business plan outlines planned sales and revenues:

2021 - 24 houses

2022 - 72 houses

2023 - 216 houses

nHouse operates with a 7% Gross Margin and aims to increase this over the next few years.

This Seedrs round is designed to provide funds to 'bridge' to a Series A / VC round

The Series A / VC round is looking to raise over £4m and to take place in 2021. A much higher company valuation target is set for 2021

Future VC funds will be used to expand sales, increase awareness and market share, increase production capacity and improve margins.

After 2025 we aim to generate a strong return for shareholders via either a listing or trade sale.

Use of proceeds

The £50K will support working capital to extend the runway of nHouse into 2021.

Disclosures

The company has the following outstanding loans:

1. £38,000 shareholder loan. This loan has no interest and no agreed repayment date.
2. £37,855 director loan. This loan has no interest and no agreed repayment date.

None of the funds raised will be used to repay these loans.

Key Information

Convertible key terms

This investment round is being raised by way of a convertible equity investment structure, in this case, an 'advanced subscription agreement'.

The key terms that apply to the Company’s advanced subscription agreement are set out below. See also attached Key Terms document for further details.

Discount – conversion at a 20% discount to the valuation set by a Trigger Event.

Valuation cap of £30m.

Conversion is triggered by ("Trigger Events"):

- An Equity Fundraise – defined as the Company raising investment capital of at least £500,000 from one transaction or a series of transactions, in exchange for the company issuing Ordinary shares;

- A Change of Control of the company (transfer of more than 50% of the share capital); or

- An IPO – being a listing of the company’s shares on a recognised stock market or secondary market.

- Longstop Date is 12 months from the date of the advance subscription agreement.

If conversion has not been triggered by the Longstop Date shares will be issued on the longstop date at the Default Share Price, which is the lower of:

- the lowest price of any shares issued after the date of this Agreement; and

- a price per share based on a pre-money company valuation of £5,375,987.30 on a fully diluted basis.

- The convertible would also convert to equity at the Default Share Price in the event of winding up or liquidation of the company.

EIS relief

This investment round is being raised by way of a convertible equity investment instrument, in this case an "advanced subscription agreement" (or ASA) - which is structured to meet HMRC requirements for EIS relief eligibility.

Investors who intend to seek EIS relief on this investment should note that HMRC published guidance on claiming EIS relief on an advanced subscription agreements/convertible instruments in January 2020.

The guidance provides five key requirements; no refunds; no variations, cancellations, or assignments; no interest-bearing on the instrument; no investor protections; and that the agreement, must contain a longstop date. It also states that the longstop date is "expected to be no more than 6 months from the date of the agreement".

We have structured this advanced subscription agreement to meet all five of the requirements, but the Longstop Date will be 12 months from the date of the agreement.

nHouse has previously received advanced assurance under the EIS schemes. As this statement from HMRC is guidance only and there is no requirement in the rules or legislation that an ASA must have a 6 month longstop date, we intend to claim EIS relief on the instrument upon conversion and establish that the investment meets the necessary conditions for EIS relief. However, there is a risk that EIS relief will be denied by HMRC due to the longstop date guidance.

Investors should seek their own advice if this is material to their investment decision. Seedrs cannot provide tax advice. Tax treatment depends on individual circumstances and is subject to change in the future.

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If you successfully purchase a share lot of this business, you will be granted access.

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Only shareholders can access this page

If you successfully purchase a share lot of this business, you will be granted access.

Buy shares

Only shareholders can access this page

If you successfully purchase a share lot of this business, you will be granted access.

Buy shares

Only shareholders can access this page

If you successfully purchase a share lot of this business, you will be granted access.

Buy shares

Share on:

Investing involves risks, including loss of capital, illiquidity, lack of dividends and dilution, and should be done only as part of a diversified portfolio. Please read the Risk Warnings before investing. Investments should only be made by investors who understand these risks. Tax treatment depends on individual circumstances and is subject to change in future.

This campaign for nHouse has been approved by Seedrs Limited (trading as Republic Europe) ("Republic Europe", "us" or "we"), as of 15 June 2020 as a financial promotion. Republic Europe is authorised and regulated by the Financial Conduct Authority with firm reference number 550317. In approving this campaign, Republic Europe has concluded that the information, taken as a whole, is "fair, clear and not misleading." This means that for factual statements we have reviewed evidence of their accuracy, and that for aspirational statements we believe they are phrased appropriately in light of their speculative nature. You should note that in the case of factual statements, the evidence we review is provided by the business, and we do not audit it, which means that we may not be able to identify forged or altered evidence. You should further note that in the case of aspirational statements, the nature of the type of businesses presented on the Republic Europe platform is such that they are likely to have high ambitions, and we may approve statements that convey those ambitions even where we do not believe, or we do not have a view on whether it is likely, that they will be fully realised. The pre-money valuation and investment sought in the campaign are those set by the business: they are not reviewed or established by us, and the valuation is not an independent view of what the business is worth. Given the nature and type of businesses presented on the Republic Europe platform, it is possible that the business has very little cash remaining prior to receiving this investment, and the investment sought may be necessary for the business's on-going existence.

Republic Europe does not make investment recommendations to you. No communications from Republic Europe, through this website or any other medium, should be construed as an investment recommendation. Further, nothing on this website shall be considered an offer to sell, or a solicitation of an offer to buy, any security to any person in any jurisdiction to whom or in which such offer, solicitation or sale is unlawful. Republic Europe does not provide legal, financial or tax advice of any kind. If you have any questions with respect to legal, financial or tax matters relevant to your interactions with Republic Europe, you should consult a professional adviser.

Tax Relief (SEIS)

This business is eligible for SEIS relief - providing qualifying investors with income tax relief of 50% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Tax Relief (EIS)

This business is eligible for EIS relief - providing qualifying investors with income tax relief of 30% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Valuation (pre-money)

Valuation rounded from Convertible

This is the fully-diluted pre-money valuation of the business (i.e. before the new investment comes in and including issued options and other equity interests). In contrast, the post-money valuation is based on inclusion of the new investment in the value.

It is calculated as the pre-money valuation plus the amount of new investment. e.g. If Company A is ascribed a pre-money valuation of £1,200,000 by prospective investors investing £300,000, its post-money valuation is £1,500,000.

The investee business is responsible for setting its own valuation, it has not been prescribed by Seedrs.

Pitch type

Investing in a convertible campaign allows you to invest today, with your investment converting into equity in the future, at a discount compared to other investors.

Learn more about pitch type on Seedrs

Equity Offered

The equity offered is the percentage of the company’s shares being issued in return for the amount of investment raised.

When the amount raised is less than 100%, the equity offered is based on the target raise. Once the company has raised over 100% it is based on the total raised.

In some scenarios, entrepreneurs may accept additional direct investment after closing their Seedrs campaign. Provided this is within 6 months of the closing and on the same terms, we do not typically offer pre-emption rights on that extra investment (where you have the opportunity to invest again to maintain your percentage shareholding).

Learn more about investing and pre-emption rights.

Nominee investment

This shows if you are able to choose, when making an investment, that you be represented by, and your shareholding be managed by, the Nominee investment.

Find out more

Custodian

If you invest in this Campaign, Seedrs will act as Custodian rather than provide our standard nominee service. This is due to the fact that the business is not directly involved in the share sale and Seedrs will not benefit from any rights under a shareholder agreement. As a result, Seedrs will handle administrative tasks as we do normally, but you will not have information or voting rights, updates from the business, preemption on future fundraising, or ongoing support about business trading activity.

Learn more about Custodian here

Secondary market

This shows if the business has opted-in or opted-out of allowing its shares to be bought and sold on the secondary market.

Find out more

Direct investment

This is an option to invest and hold shares 'directly' in the company (rather than via the Nominee investment). This option is only available to those investing over the threshold amount, which is determined by the fundraising company.

If you choose to hold your shares directly, you will be responsible for any contractual or administrative arrangements with the company you are investing in.

Find out more

Payment options

We are not able to accept card payments for investments into this sector. You can pay for your investment by creating a bank transfer, using funds in your investment account or create a Pay by Bank payment. Your investment will only be completed once the funds have reached our account.

Business Involvement

This Campaign offers shares for sale in business that is not directly involved in this Campaign or the sale. As a result, the Campaign and post-investment experience, including investor rights, will differ from a business-led campaign on Seedrs. Most notably, the business will not engage with investors in the discussion forums both during and after the sale or provide any updates to investors.

Learn more here

Payment options

We are not able to accept Pay by Bank payments for investments into this sector. You can pay for your investment with a card payment, by creating a bank transfer or by using funds in your investment account. Your investment will only be completed once the funds have reached our account.

Drawdowns

This campaign offers the ability to pay for an investment by drawdowns.

Security Token

A security token is a digital asset that represents ownership or other rights. It is a digital form of traditional investments. In the future, you may be able to trade your investment through compatible exchanges.

Warning

You are following a link outside of europe.republic.com.

None of the information in constitutes part of the campaign and it has not been approved or reviewed by Seedrs.

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