Centaur Robotics

Key Information

Share Classes

The Company currently has two classes of shares, A Ordinary Shares and Ordinary Shares. All investors in this round, including Seedrs investors, will receive A Ordinary Shares.

Holders of A Ordinary Shares and Ordinary Shares will receive voting rights and dividend rights, and from 1 January 2028, will be entitled to a cash dividend of no less than 20% of the available profits, pro rata to their shareholding.

Liquidation waterfall

The rights attached to the share classes on a liquidation or exit are as follows, listed in the order of preference:

• First, A Ordinary Shareholders will receive the higher of (i) 1x their investment back or (ii) their pro rata share of the proceeds;
• Second, Ordinary Shareholders will receive their pro rata share of the remaining proceeds.

Please note that the preference on the A Ordinary Shares has been drafted to be compatible with EIS relief.

Anti-Dilution protection

A Ordinary Shareholders can benefit from anti-dilution protection calculated on a broad based weighted average basis. This means if shares are issued at a price below the price that those shareholders invested at, they will be issued new shares to mitigate the dilution suffered. However, no Seedrs investors will receive the benefit of anti-dilution protection in order to comply with EIS relief.

Lead Investor Rights

The Lead Investor in this round is Midven, who are investing funds on behalf of the Midlands Engine Investment Fund (MEIF). MEIF is an investment fund managed by the British Business Bank. There are certain conditions attached to the investment from MEIF:

(1) MEIF only drag right
• From the date falling 5 years after completion of MEIF’s investment, MEIF shall have the unilateral right to drag all shareholders into a total sale of the company. The sale must be on bona fide arm’s length terms and the consideration for the sale will be distributed to shareholders in accordance with the liquidation and exit terms set out in section 1.
• Please note that shareholders may still be dragged into a sale within the 5 year period under the general drag-along mechanism, but this right can only be triggered by the decision of at least 75% of the shareholders (which must include an Investor Majority).

(2) Clawback rights
• In the event of (a) certain breaches by the company or its management team of (i) MEIF’s investment guidelines; or (ii) certain provisions of the shareholders agreement; or (b) MEIF being required to repay or otherwise return monies to MEIF investors, MEIF will be entitled to clawback their entire investment (and any unpaid sums lent to the company) immediately.
• Following a clawback, MEIF will still retain its shareholding, however, in an exit or liquidation scenario, any amounts MEIF has already received as clawback will be deducted from its share of the proceeds and be made available to other shareholders.

Majority Ownership

The Company is majority investor owned, with the largest stakes being held by two private investors at 12.89% and 9.13% on a fully diluted pre-money basis.

The Management Team together holds c.15.9% including issued equity and options.

Management team time commitments

Eric Kihlstrom (CEO) works full time at Centaur and spends one day per week on complimentary projects. These include:

•Creo Advisory Board - a mobility for disabled industry body focused on innovation.
•Innovate UK Healthy Ageing Expert Advisor - a community of practice run by Innovate UK Healthy Ageing Challenge.
•Innovate UK assessor and monitoring officer - assess and oversee grant application/contracts.

Paul Campbell (CPO) and Philip Poyner (CFO) work at Centaur 4 days a week as is currently required by the business.

Please note, as agreed with the lead investor for this round, Midven, the Management Team will remain at a minimum time commitment of 80%.