Wayhome

Key Information

1. Valuation:

The pre-money valuation for Wayhome has been calculated on a fully diluted basis, including existing rights to equity that may convert and dilute investors in the future. In this case, the pre-money valuation on the campaign reflects;

(i) issued shares
(ii) existing options
(iii) additional shares being granted to option holders, founders and employees as part of this round for incentivisation and anti-dilution
(iv) the principal amounts of the existing Volution and Augmentum CLNs converting alongside this round as outlined in section 4.
(v) the principal amounts of the interim funding mechanism outlined below in section 3.

Please note that the pre-money valuation of the business when taking into account only issued share capital, is £10,444,028.30.

2. Share Classes:

All investors in the round, including Seedrs’, will receive Series A Shares. The rights of each share class are as follows:

Series A Shares:
- Dividend rights
- 1x non-participating EIS eligible preference on an exit and liquidation, with the option to convert into Ordinary Shares.
- Broad-based weighted average ratchet anti-dilution rights: right to be issued additional shares on a down round (such right can be waived – for EIS compliance).
- Voting rights

A Preferred Shares:
- Dividend rights
- No exit or liquidation preference
- Broad-based weighted average ratchet anti-dilution rights: right to be issued additional shares on a down round (such right can be waived – for EIS compliance).
- Voting rights

Seed Preferred Shares:
- Dividend rights
- No exit or liquidation preference
- Voting rights

Ordinary Shares:
- No dividend to be declared on Ordinary Shares whilst there are any arrears on the Series A, A Preferred or Seed Preferred Shares.
- No exit or liquidation preference
- Voting rights

New Voting Growth Shares, Tranche 1 New Voting Growth Shares, Non-Voting Growth Shares and Voting Growth Shares:
- Voting Growth Shares, New Voting Growth Shares, Tranche 1 New Voting Growth Shares and Non-Voting Growth Shares will share in the proceeds of the Company only after the relevant growth hurdle has been met.

3. Interim Funding:

There has been an interim financing round prior to this priced equity round which has been raised through two convertible instruments; a Convertible Loan Note and an Advanced Subscription Agreement. Before this equity round has completed, the Company expects to drawdown a total of £2.27M through these mechanisms which have the following terms:

1. Convertible Loan Note with the following terms:
- 20% Discount.
- 7% Interest per annum.

The following investors are expected to invest through this vehicle; Allianz Strategic Investments, Augmentum & Volution.

2. Advanced Subscription Agreement with the following terms:
- 20% Discount.

The following investors are expected to invest through this vehicle; Love Ventures, IFG & an angel investor.

The capital injection from this interim funding round has been used for cashflow purposes and to settle outstanding payables owed to trade creditors and HMRC. In total, around £500k will be repaid using this funding to ensure the funds raised in this priced equity round can be used for growth of the business moving forward.

The following investors will also be participating in the price equity round; Allianz Strategic Investments, Augmentum & ADV.

These investments will convert as part of this round on the terms outlined above. The principal amount has been priced into the pre-money figures for the campaign. The amount accrued through interest under the CLN has not been factored in, as this will depend on when exactly the conversion occurs. This will cause some further dilution to the round.

4. Convertible Loans (Converting in this round):

The company has the following outstanding convertible loans, which will convert to equity on completion of this round. The details of the convertible loans are below:

1. £1,000,000 loan from Augmentum, with the following key terms:
- Discount: 20%
- Interest rate: 7%
- Valuation Cap: £30,000,000
- Share class: The most senior class of Equity Securities being issued in the qualifying Financing Round
- Maturity date: 31/12/22.

2. £1,500,000 loan from Volution, with the following key terms:
- Discount: 20%
- Interest rate: 7%
- Valuation Cap: £30,000,000
- Share class: The most senior class of Equity Securities being issued in the qualifying Financing Round
- Maturity date: 31/12/22.

Please note that the principal amounts of these loans have been factored into the pre-money calculation for the campaign. The amount accrued under interest has not been factored in, as this will depend on when exactly the conversion occurs. This will cause some further dilution to the round.

5. Convertible Loans (Not converting in this round):

The Company has the following outstanding convertible loan, which may convert to equity after this round and dilute existing shareholders. The Company have confirmed with the below note holders that the loans below will not convert as part of this round:

1. £4,000,000 loan from Allianz Strategic Investments, with the following key terms:

- Interest rate: 7%

- Conversion trigger: An equity financing round of at least £5,000,000 (a “Financing Round”), an Exit Event or a Change of Control.

- Conversion price:
(i) With respect to an automatic conversion in connection with a Financing Round or an Exit Event, the Loans shall convert at the lower of:
- 80 per cent of the lowest price per share at which shares in the Company are (A) issued in a Financing Round or (B) sold in an Exit Event; and
- a price per share equal to the Valuation Cap divided by the Fully Diluted Capitalisation; and

(ii) With respect to a Maturity Conversion or a conversion in connection with a Change of Control, at a default share price being equal to £25,000,000 divided by the Fully Diluted Capitalisation at the time of the agreement;

- Valuation Cap: £30,000,000

- Share class: The most senior class of Equity Securities being issued in the qualifying Financing Round or, with respect to a Non Financing Conversion, the most senior class of Equity Securities of the Company then outstanding or to which rights to receive such Equity Securities are then outstanding, as applicable.

- Maturity date: 31/12/22. The Company is currently in talks with Allianz to extend the redemption date by a further 18-24 months and will finalise this prior to the close of this funding round. Upon maturity of the loan the investor has the right to declare that all or part of the outstanding loan is immediately due and payable.

6. Corporate Structure:

Investors in this round are investing into and will become shareholders of Unmortgage Ltd, 10395239. This is the holding company for the group, within which there are three whole owned subsidiaries. The subsidiaries are as follows:

1. Wayhome Property Management Ltd (13133425). Responsible for property management services.
2. Wayhome Nominees Ltd (13085562). Responsible for the Limited Liability Partnership administration / designated partner.
3. Unmortgage Arrangers Ltd (11842567). This entity is regulated by the FCA (ref. 838366). Responsible for insurance mediation.