Thrift+

Key Information

ASA Terms Sheet

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.

Conversion is triggered by ("Trigger Events"):


- An Equity Fundraise – defined as the Company raising investment capital of at least £2,000,000 from one transaction or a series of transactions, in exchange for the company issuing equity 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.


On the occurrence of a Trigger Event, your investment will convert at the lower of:


- A 30% discount to the valuation set by a Trigger Event; or

- A valuation cap of £15,988,496.

Longstop Date is 8th July 2024. 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 valuation of £7,994,248 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.

Outstanding Debt

The company has the following loans and creditors:

1. A Shareholder loan of £300,000 with an interest rate of 18%. The loan is being repaid in monthly installments of £35,000, with the final payment due in April 2025.

2. £128k owed to HMRC relating to PAYE. This is being paid via £5.6k per month from Nov 23 - May 25.

3. £126k owed to partners in respect of vouchers awarded to customers - paid over the next 6 months.

The funds raised in this round will not be used to repay this debts.

Share Classes

The company currently has 4 classes of shares, Seed Preferred Shares, Seed Ordinary Shares, Ordinary Shares & B Ordinary Shares. All investors in this round, including Seedrs investors, will be receiving Seed Preferred shares. The rights attached to the share classes are as follows:

1. Seed Preferred Shares
- Senior 1x non-participating preference on liquidation, exit or return of capital
- Dividend rights
- Voting rights
- Pre-emption rights

2. Seed Ordinary Shares
- Junior 1x non-participating preference on liquidation, exit or return of capital
- Dividend rights
- Voting rights
- Pre-emption rights

3. Ordinary Shares
- Dividend rights
- Voting rights
- Pre-emption rights

4. B Ordinary Shares
- No dividend rights
- No voting rights
- No pre-emption rights

Preference:

On a liquidation, exit or return of capital, the proceeds will be distributed as follows:

(i) Seed Preference Shares will first receive:
- an amount equal to the aggregate issue price of all shares held by those shareholders (i.e. a sum equal to their total investment in the company), or;
- where the proceeds are not enough to repay all investments, an amount pro-rata to their respective number of shares

(ii) Once the amount at (i) has been paid, if there are proceeds left to distribute then the Seed Ordinary Shares will receive:
- an amount equal to the aggregate issue price of all shares held by those shareholders (i.e. a sum equal to their total investment in the company), or;
- where the proceeds are not enough to repay all investments, an amount pro-rata to their respective number of shares

(iii) The remaining proceeds after (i) and (ii) have been satisfied will be distributed pro-rata between Ordinary Shares and B Ordinary Shares.

NB. if Seed Preferred Shareholders and Seed Ordinary Shareholders would receive a greater return if the distribution was simply divided equally between all shareholders then the preferences at (i) and (ii) will be deemed to fall away and the net proceeds will be distributed pro-rata