What are you doing to master online marketing in 2012?

img

Diary of an entrepreneur raising capital: The ‘Claytons’ Stock Market

February 2, 2010 | By Steve Sherlock

Oodles.com founder Steve Sherlock has set himself the goal of raising a multimillion dollar Series A funding round by early 2010. He is documenting his trials and tribulations and seeking feedback from readers on AnthillOnline.com. This is the eighth post in his series.


Week 8: The Clayton Stock market

When I embarked on my current search for new funding, I thought I was familiar with most of the likely sources: friends (relatives and fools), angels, angels with teeth – Venture Capital (VC), strategic investors (the Holy Grail), an IPO or Lotto.

But it turned out that there was one I wasn’t aware of: The Australian Small Scale Offerings Board (ASSOB), or as I like to call it, the Claytons Stock Market (you know, the stock market you have when you’re not having a stock market).

An alternative listing on ASSOB?

ASSOB is essentially a mini stock market that allows companies to raise up to $2 million (in total) by making personal offers (i.e. not via prospectus or advertised) to a maximum of 20 Australian-based retail investors. An additional $3 million can be raised from so-called sophisticated investors* and overseas investors.

I learned about the organisation late last year when I attended a meeting of the Brisbane Executive Club at which ASSOB CEO Paul Niederer gave a presentation. I subsequently contacted Niederer, who put me in contact with Simon Ward from Melbourne-based Tauro Capital, an accredited ASSOB member.

I met Simon last week and he provided more detail on the ASSOB ‘listing’ process.

One of the more attractive elements is the relatively (and I mean relatively) low costs involved. ASX listing fees for an IPO can range from $25k to more than $200k, and that’s before you pay to have your accounts audited and success fees to various corporate advisors, including underwriters and lawyers. According to the ASX, for an IPO of less than $10 million, total fees can typically amount to an average 10 percent of the amount raised.

By comparison, ASSOB charges an application fee of just $990 and a listing fee of $4,000. Accounts don’t need to be audited, which also saves money. But an applicant must engage an accredited ASSOB member to sponsor it — that’s where a company such as Tauro Capital would come in — and the sponsor will charge a retainer and a success fee (budget on around $30k retainer and a five percent success fee). You still have to pay for legal advice.

A sponsor’s primary responsibility is to help navigate you through the pre-listing process, including the creation of an offer document (including an IM), production of a promotional video and compliance with the Corporations Act.

After speaking to Simon, it seems the tough part is convincing a sponsor to actually take you on. A company like Tauro isn’t going to commit its time and resources unless there’s a good chance for success, which means it employs a fairly rigorous vetting process. This appears to work, as he claimed over 80 percent of companies listing on ASSOB did get funded.

The ASSOB platform itself has an inbuilt incentive for early birds, with shares being offered in three rounds at staggered values. For example, shares could cost seven cents in round one, 10 cents in round two and 12 cents in rounds in round three.

Once the final round is completed, shares can be bought and sold in a secondary market, similar to the ASX (founders often can’t trade shares during a 12 months escrow period).

Simon said (had to get that one in!) that in preparing the offer documents, applicants were required to use Tauro’s own suppliers of graphics, PR and legal advice. He claimed his company did not get a kickback from these suppliers — it was purely about maintaining quality. That sounded reasonable to me, but you’d have to think that the absence of competition would do little to help keep costs down.

From a PR perspective, working with ASSOB does not provide the same leverage as an IPO, but it’s still a listing so there are PR opportunities.

The pitching process is pretty much done by the offer document and video, which can be accessed by up to 10,000 potential investors. I was given a few offer documents to have a look at, and they are very professional, although at around 40 pages long there is a lot of information to digest (i.e. I mostly looked at the pictures).

After meeting with Simon I can see how ASSOB would make sense for some entrepreneurs.

The process takes care of a lot of issues, such as putting together an IM and finding quality investors, which means the capital raising process can be less distracting than trying to do it all yourself. Plus, most companies that participate are not revenue positive — that would be a problem for the ASX** — which means ASSOB seems to provide a genuine alternative to very early stage startups.

The Holy Grail

From Oodles’ perspective, however, I don’t think the model is a particularly good fit at the moment because we want to target a specific type of investor — ideally strategically-aligned travel companies who would bring a lot more than just cash to the deal.

Having said that, Oodles’ development could still be at too early a stage for strategic investors, and if that proves to be the case then I may consider the ASSOB model. In other words I’m keeping an open mind.

If you have any questions on ASSOB, post them below now. Simon and his colleague Chris have promised to monitor the discussion and answer any specific queries.

*A sophisticated investor is defined as an investor who has for two years running earned at least $250k gross per annum and has a minimum $2.5 million in Net Tangible Assets (NTA).

** According to the ASX (http://www.asx.com.au/professionals/pdf/asx_ipo_brochure.pdf), companies undertaking an IPO must be profitable – in fact that have to show an aggregated profit after tax of at least $1m over three years plus $400,000 over the last 12 months. If that’s not the case then they need at least $2m in net tangible assets (including amounts raised under the IPO or a market capitalisation of at least $10million post-IPO.

Steve Sherlock is co-founder of Oodles.com, one of Australia’s leading online car rental aggregators.

 

  • Simon Ward

    A very good summary Steve! The only thing that we would like to add is that under the ASSOB model, a company can raise $5 million every 12 months, but you can only have 20 retail investors every 12 months. This is subtly different from what you have written.

    In practice, investors come in to the process as a mixture of retail and sophisticated, and crucially, issuers can say ‘no’ to a retail investor in favour of including a sophisticated investor into the mix. As the ASSOB sponsor, it is our job to keep an eye on the investor mix.

    However if you assume only retail investors proceed in the early stages, 20 parcels at $50K each still gets you to $1 million, which is a pretty good start! At that point the business has money in the bank and increased bargaining power when it comes to dealing with the bigger fish.

    Also your comments on the costs of an ASX listing are dead accurate. They usually run close to $1 million even for a very small IPO, which makes it an incredibly expensive option.

    Since the GFC the ASX are now making it even more difficult for smaller companies to IPO and now require that most are profitable – which makes it unsuitable for companies that need funding for R&D, working capital or further development expenditure.

    Simon Ward
    Managin Director
    Tauro Capital Partners
    E: sward@taurocapital.com.au
    P: 0422 380 810

    [Reply]

    Steve Sherlock Reply:

    @simon.

    good point about getting some funding in to increase bargaining power.

    though i guess the game breaker for many cash strapped start-ups is that ‘ironically’, they’d need to ‘raise money’ so that they can afford to ‘raise money’. Perhaps that’s where friends, family and fools come in (oh or lotto ;-)

    [Reply]

  • http://www.alkaway.com.au ian hamilton

    Love the concept of ASSOB (unfortunate acronym though) but on checking the offers of some of the companies I was a bit perplexed that their financial data (history) wasn’t available. I understand small company’s need for non-disclosure, but…. I need data!

    [Reply]

  • Simon Ward

    Ian many of the companies are pure start ups and don’t have historicals. Where they exist we always include them. We also require clients include a balance sheet as well.

    Check out 2 new listings by way of example:

    [Editor's note: text deleted at the request of commenter.]

    It’s important to realise that there are a number of different ASSOB sponsors and opportunities listed on the board and they do vary in quality in my opinion. Our strategy has been to restrict our listings to high quality business opportunities. We get approached by many groups who try to enlist our aid in the capital raising process.

    A very real problem for many customers is that they are not investor ready. Being investor ready requires (among other things):

    1. All IP residing in the entity being used for the capital raising
    2. 3 way driver based financial forecasts need to be prepared
    3. Proper corporate governance principles need to be used in setting up CEO delegations, Board reporting and decision making processes
    4. All necessary approvals to do the raising must be obtained
    5. There must be a high quality independent board in place
    6. Founders need to clean up any shareholder loans that are sitting on the balance sheet

    Also agree on the acronym not being sensational, a small price to pay for us.

    [Reply]

  • John Michaels

    I was just reading this article and the relative feedback and beeing very familiar with the ASIC Class Order 02-273 (The exemption that ASSOB operate under as a Matching Service). I am a little perplexed as to how the names and identities of 2 companies seeking investment have been revealed prior to anyone accepting the ASIC warnings as dictated by the ASIC Class Order 02-273.

    It’s all well and good to send someone to ASSOB’s site to register as a member, but the cat has already been let out of the bag by mentioning the indentities of the companies seeking capital?

    I have watched ASSOB over the years, and they themselves have gone from a licensing model, to an accredited agent model and from everything in between.

    ASSOB does not really enjoy a a particularly good reputation in the industry, and nor does the man behind ASSOB pulling the marketeering strings “Mr. Adam Hudson” a former Henry Kaye associate and known mareteer and spruiker. A man much maligned by a Mr. Neil Jenman.

    There were mention of the ASSOB fees in this article, and it eluded to the fact that an accredited ASSOB agent needed to be appointed. But at the end of the day, this works out to about a total of $10,000 up front, and close to 10% in success fees on capital raised, be it introduced or other and if you speak to other ASSOB Accredited agents like Stepping Stone Equity, they say (when asked directly) it is likely that only 10% of the investment sought might come from ASSOB’s database. I am no mathematician, but it sounds like that if you seeking to raise $1,000,000 and it cost you $10,000 (Before legals and everything else) and lets just assume that you can actually raise the $1,000,000 and ASSOB mngaed to introduce $100,000 of this capital, then effectively a $100,000 success fee would be pyable back to ASSOB and the Accredited Agent collectively.

    ASSOB I believe have also listed on the NSX (The Old Newcastele Stock Exchange) have they not? A lot of ASSOB’s database apparantly invested in ASSOB themselves and the last I heard, the share price was many times lower than that of the offer price and it was strugling to stay afloat? We good on them if they have managed to keep the boat afloat. But don’t quote me, take a look at http://www.nsxa.com.au/charts_nsx.asp?tradingcode=AOB for further research.

    In any case good people, there are quite a few alternatives to ASSOB out there and often far more affordable ones for early stage and start up companies. Checking Google.com.au is a good start. I am just about to board a plane for the USA so I hope this doesn’t create too much of a stir in my absence.

    Regards

    John Michaels “Angel Investor”

    [Reply]

  • John Michaels

    Sorry for the typos, I didn’t run a spell check and was sitting in a crowded boarding lounge.

    [Reply]

  • Matt Samuels

    I have met with an Assob sponsor and was presented with the promotional material outlined by Steve and Simon.

    The questions I could not get answered are – How much money has been raised because of the investors from Assobs networks? In my meeting I understood that i had to raise the money from my networks, with the Assob members assistance.

    How did “over 80 percent of companies listing on ASSOB did get funded”? This seems high. How is this measured?

    I was quoted was a fee 10% not 5%. Why the difference? In your post you mentioned about the staggered share price “The ASSOB platform itself has an inbuilt incentive for early birds, with shares being offered in three rounds at staggered values.” When I was demonstrated this for my company, I could not justify to potential investors the valuations I was being shown.

    My capital has now been raised and I did so through my own networks (which is what the Assob sponsor was going to do) and it did not cost me the 1/4 of the upfront fees nor the 10% commission. Best of all, I was not forced to beg for the Assob sponsor to take me on.

    I noticed a previous post was removed. Why was that?

    [Reply]

    James Tuckerman Reply:

    Hi Matt – Indeed the previous TWO posts were removed. It’s rare that we resort to moderating comments… extremely rare. In fact, out of all the thousands of comments we receive each month, I could count on my fingers and toes the number of times that we have needed to jump in and moderate a comment. We don’t have too many rules. But it seems that this debate has opened a legal can of worms, involving the issue of soliciting capital without a prospectus (among other things). So, we made the collective decision (at about 5pm today) to err on the side of caution and put both posts into ‘pending moderation’ until we could decide ‘what next?’ To check out our online ‘enagagement policy’, visit http://anthillonline.com/terms-conditions/.

    [Reply]

  • Andrew Lorking

    Matt
    As with most services, not all providers are the same. By this I mean, different levels of service, networks and dare I say competence will invariably be displayed by service providers supposedly offering the same service.

    Each ASSOB sponsor have their own model for fee generation.
    We use a retainer model and success fee on amount raised to, but have a range in the success fee based on level of work/hours anticipated and amount raised. Therefore the higher the value raised, the lower the percentage and vice versa (ranging from 5-10%).

    The staggered value of shares should have no effect on the value of the company – its a way to engineer additional value for early investors. In other words if round 1 raised $100k at 5cents per share, then 2 million shares are issued, and if round 2 raises $100k at 10cents per share then 1 million shares are issued (you raise the same amount in each round and give up less shareholding in round 2).
    A company valuation is usually a subjective exercise arrived at by using a few market accepted methodologies. Even then, 2 qualified persons using the same methodology may come up with different answers. It should be an iterative process between vendor (you), advisor and investor.

    I hope that helps explain a couple of things.

    Andrew Lorking
    Polaris Capital
    m: 0434142624
    e: andrew@polariscapital.com.au

    [Reply]

  • Matt Samuels

    Andrew, you may want to check this comment “The staggered value of shares should have no effect on the value of the company – its a way to engineer additional value for early investors.”

    It is wrong!

    If the price of a share goes up, so does the value of the company. The reason the early investors receive additional value, is because the value of the company has increased, due to the price of the share increasing.

    [Reply]

  • http://www.assob.com.au Paul Niederer

    Matt, firstly well done raising your capital through your own networks. For those that are able to do it, have the time and skills and the ability to do it in a compliant manner this is the way to go. An article I recently wrote sets out the steps for someone to do this.
    http://digg.com/d31GoZf However many businesses dont have the time, knowledge or preparation ability to raise their capital in the $300k to $5 million area.

    In regard to your questions … How much money has been raised because of the investors from ASSOB’s networks? This always depends on what I call “The Story” and how it is communicated. I have been at ASSOB organised Investor Meetings where attendees afterwards have invested up to $150,000. What usually happens though for an attractive matter with a good story, is that Round One funding (around $300k) is usually Friends, Family and Fans. Round Two is a mix of this and contacts obtained during the Pre-launch and VIP stages of the ASSOB Capital Raising Process and Round Three is usually beyond Friends, Family and Fans. For a successful matter 70% of funding happens in Round Three which means the Capital Raising needs to stretch well beyond Friends, Families and Fans at this stage. A short answer to your question would be some matters are not attractive outside of friends, family and fans and raise no money form ASSOB’s 12,500 investor base and the Sponsors and issuers marketing endeavours. Others raise a good percentage of their capital through “new” contacts obtained and matched while listed on the ASSOB Capital Raising Platform.

    How did “over 80 percent of companies listing on ASSOB did get funded”? We are probably one of the few Capital Raising Platforms in the world that show exactly how much capital has been raised for an issuer. Every Red Square on an ASSOB Issuers page shows that around $30,000 has been raised. That is money banked through the Trust Account attached to the Capital Raising. That is how it is precisely measured. The funding was achieved by progressing set by step through the Capital Raising Process.

    A previous post answered your question about fees. Some Issuers come to an ASSOB sponsor with an IM and all the paper work done. The fee they are charged will be a lot less than someone that needs everything prepared. In regard to percentages. ASSOB charges 1.5%. The rest is negotiated arms length with the company managing the capital raising. ASSOB is not party to this agreement.

    In regard to staggered share prices. As each tranch of investment is received (Round One, Round Two, Round Three) the value to the new investor increases. Perhaps in Round One a new machine was purchased that improved productivity and profitability. The Directors must be comfortable with the value and share price uplift. Some companies may have the same price through all three rounds. At the end of the day it is the Director’s Offer Document, they sign it and take responsibility for it. ASSOB just provides the process and the platform. Both of which are well proven to raise capital in a difficult and often thankless segment of the market.

    Trust the above answers your questions, if not please feel free to email me ay
    paul(at) assob.com.au

    Paul Niederer
    C.E.O
    Australian Small Scale Offerings Board

    [Reply]

    Murray Hallam Reply:

    I am very impressed with the ASSOB model and it would appear to be an excellent way for very small companies to get funded.
    Just a housekeeping question. When are the investor funds paid over to the company seeking funding ? When and as they come to hand, as each little square is filled, or when the entire round or group of rounds are finished ?

    [Reply]

    Paul Niederer Reply:

    Murray
    The handling of funds are in an independent trust account not managed by ASSOB but under instructions from the company raising funds. Normally though there is a minimum subscription amount that must be reached before any funds are paid out. This amount usually reflects an amount that has a specific purpose and is in the “Use of Funds” schedule. After the minimum subscription amount is reached the trust account usually pays out amounts as they are received.
    Rgds
    Paul

    [Reply]

  • http://www.ozscientific.com Ranjan Sharma PhD MBA

    Raising capital at an early stage of any business is a challenging process. The main reason that 80% of small companies fail to last longer than 3 years is the lack of sound cashflow. Of course other resons are also contibutory such as business fundamentals, management structure and market forces. Keeping in mind that all investments carry a certain amount of risk, I think ASSOB is a cost-effective and transparent platform for raising equity capital. Of course, honesty on the part of the company raining the capital and due diligence on the part of the investor can lead to a win-win situation.

    [Reply]

  • http://twitter.com/stevesherlock Steve Sherlock

    @paul (&others) thanks for contributing.

    i figured this was a good opportunity to put the Assob model to be tested in a social media setting. i.e. everyone’s got an opinion and its great that they share it, some more colourfully than others, but all contributes to a good debate.

    i think it’s also a good example of the importance of keeping track of what and where things are being said about a company/brand.

    If any company missed a conversation like this one, they’d risk not having their brand’s voice heard in real time, and thereby allowing a conversation to go off on a potentially damaging tangent.

    I’ve started to trial some “social media monitoring tools” so that our brand can join the conversation, like you’ve demonstrated here.

    [Reply]

  • Matt Samuels

    @Paul that is helpful.

    I could see how it could be of use for the first 2 rounds, however at a rate of 10% it did not seem viable when they were to come from my friends, family and fans. The Assob rate of 1.5% is very reasonable.

    How much has been raised from your network of 12,500 investors? I still dont understand the 80% success rate. In looking at your website, there is more then 20% without their funding.

    [Reply]

    Paul Niederer Reply:

    Matt, Once companies have raised funds they either stay to be part of the Secondary Sales Board or go. That alters the stats for those that are left and are visible. Also just as many companies are not yet visible as they are in various stages of pre-live and in most cases have already raised capital.

    However when you consider every red square is around $30,000 it’s a pretty good run rate for businesses that in many cases came to ASSOB after trying many other avenues and were turned away.

    I’d like to give you the figure that you are seeking but it is not possibe. In my previous post I used the words “in a difficult and often thankless segment of the market”. What I mean here is if the money is raised the company moves on and grows and where the funds came from isn’t often attributed to ASSOB nor recorded as such. Money raised is money raised. If the money is not raised then the blame is easily laid at the door of ASSOB. I’ve seen cases where Friends and Family were totally against investing until they saw the transparency and legitimacy of the ASSOB process and the resultant support materials. I’ve only been with ASSOB just over a year and I can say that in some capital raisings as much as 70% of the funds come from our lists and other promotional avenues however up front we always say dont rely on our list. In reality it is the engagement of the Founders and Management with their Sponsors in the full capital raising process that delivers value. It’s “Teamwork” and “Mentoring” in action that works. Just writing an Offer Document and putting it up on ASSOB seldom works. Like anything else good teamwork, focus and integrity work best. To me focussing on mentoring people on their journey through the ASSOB Capital Raising Platform capital is very rewarding but like anything else in life it has its ups and downs.
    Rgds
    Paul Niederer
    C.E.O
    Australian Small Scale Offerings Board
    paul@assob.com.au
    M: 0411 968 362

    [Reply]

blog comments powered by Disqus

Find Us on facebook

Latest Video

What are you doing to master online marketing in 2012?

The Anthill Masterclass has already helped hundreds of Australian business owners, marketing professionals and web developers embrace the future of marketing and get real results from their websites and social media.

More>>

Latest Comments

Ant Mart

Anthill Amabassadors

Tech & Innovation

Sponsored by Google

What do you know about Google AdWords? This hub was developed to answer the questions you already have, and those you haven’t thought yet to ask.

More>>

thumb

Tech & Innovation

Sponsored by AusIndustry

AusIndustry is a specialist program delivery division within the Department of Innovation, Industry, Science and Research.

More>>

thumb

Anty-Climax

Sponsored by Antmart

It’s a group buying site specifically created for entrepreneurs and business builders.

More>>

thumb

Marketing & Media

Sponsored by Do you need branding advice you can trust?

For over 20 years, SIGNARAMA consultants have been working closely with companies to create customised branding and signage strategies.

More>>

thumb

Upcoming Events

FEB
29

The 5th annual Angel Investor Conference to focus on sustainability of investment

Sustainability of investment is the main focus of the 5th Annual National Angel Investor Conference. The Melbourne Angels are inviting entrepreneurs to come, collaborate, hear about the latest industry trends and learn of smart investment oppourtunities.

More>>

Jan
9

Spruce up your video pitch for Innovation Bay’s next Angels Dinner

For those of you who’ve not had the pleasure, Innovation Bay’s Angel Dinners bring together angels and entrepreneurs. To date, the organisation has assisted entrepreneurs raise over $10 million in seed investment as a result of these dinners. (Heard of Spreets? Yup? Innovation Bay kick started the group buying behemoths capital raising endeavours.) If you’re an entrepreneur in the high-tech space and fancy a bit of funding, you may wish to apply.

More>>