QED Naval

Key Information

Convertible Key Terms

Investments in this Campaign will be made under an Advanced Subscription Agreement (“ASA”). Under an ASA, investments convert into shares upon the occurrence of a future specified trigger (at a price dependent on the type of trigger). Please also refer to the “Key Terms” document attached to this Campaign in the Documents section for more detailed information.

If the Company raises at least £15 million in new equity investment over one or more funding rounds in the next 6 months, that will constitute a “Qualifying Equity Fundraise”.

If there is a Qualifying Equity Fundraise, a sale of the Company resulting in a change of control (a “Change of Control”) or an IPO, then the ASA will convert at a 20% discount to the lowest price of a share issued (or sold) in connection with that Qualifying Equity Fundraise, Change of Control or IPO.

If there is no Qualifying Equity Fundraise, Change of Control or IPO within 6 months of the ASA, or there is a winding-up or cessation of business by the Company of any kind prior to any such event, then the ASA will convert into shares at a price per share of £20.71 based on the last funding round pre-money valuation of £14,899,333.

Material Debt

The Company has the following outstanding loans:

1 - £107,000.00 Shareholders loan with 10% interest rate per annum. This loan is to be repaid in August 2025

2 - £60,000.00 Management loan with 10% interest rate per annum and no repayment date.

There’s also an overdraft facility of £10,000.00 from RBS, but currently none of this is utilised. The funds raised from this investment round will not be used to repay these loans.

Group Structure

Investors in this round are investing into and will become shareholders of QED Naval Limited, Company number SC339873, which is the Parent Co. for the group and holds all IP and assets related to Subhub.

The group structure is as follows:

QED Naval Ltd has two wholly owned subsidiaries, the details of which are:
1. QED Marine Projects Limited (SC655270), established as a marine projects entity holding assets of workboats and equipment.
2. Mor Energy Limited (13832903), established for the planned project and site development in Morlais.

QED Naval Ltd also acquired the following subsidiaries through a joint venture with HydroWing, a fellow tidal energy project and technology developer. The following subsidiaries are held 50:50 with HydroWing:
1. Tocardo BV whose commercial registry number is 77427319, is a developer of tidal turbines and solutions.
2. Tocardo OTP BV whose commercial registry number is 81106270, is a tidal energy project operator
3. Tocardo Limited (12474213), a UK holding Company for Tocardo IP and turbine equipment.

Majority Investor Owned

The Company is majority investor owned, with the largest stake being held by Scottish Enterprise.

The managing team holds 20% of the fully diluted equity.

The Managing Director holds just over 14% of the fully diluted equity with a further 3% share options.

Outstanding dispute

There is an open dispute with a Lead Partner and the Management Authority of an EU-funded Interreg project. The company is owed circa €102,000 of grant related to confirmed eligible costs.

Tax relief

Shares issued upon conversion of this Advanced Subscription Agreement are expected to qualify for EIS Tax relief. The company is currently applying for Advance Assurance from HMRC. Please note that eligibility for EIS and the availability of associated tax reliefs depend on individual circumstances and are subject to change by HMRC or future legislation.