BUILDING A REGULATED INVESTMENT PLATFORM AND SECURITY TOKEN EXCHANGE FOR START-UPS AND SMEs

Transcription

1 BUILDING A REGULATED INVESTMENT PLATFORM AND SECURITY TOKEN EXCHANGE FOR START-UPS AND SMEs Q4 2018

2 Disclaimer This document has been prepared by Kambio Ltd. ( Kambio Ventures or Kambio ) solely for use in connection with the proposed offering and sale ofpayment tokens by it (the Offering ). The information contained in this document has not been independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein. The information set out herein may be subject to updating, revision, verification and amendment and such information may change materially. Kambio is under no obligation toupdate or keep current the information contained in this document and any opinions expressed in it are subject tochange without notice. Neither Kambio nor any of its respective affiliates, advisers or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss whatsoever arising from any use ofthis document or its contents, or otherwise arising inconnection with this document. In member states of the European Economic Area (the EEA), this document is directed only at persons who are Qualified Investors within the meaning of the Prospectus Directive and amendments thereto. For the purposes of this provision, the expression Prospectus Directive means Directive 2003/71/EC, as amended, and includes any relevant implementing measure in each member state of the EEA which has implemented the Prospectus Directive. In the United Kingdom, this document is directed only at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order ), (ii) who are high net worth entities as described in Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise lawfully be distributed (all such persons together being referred to as Relevant Persons ). Any investment or investment activity to which this document may relate would, if made available and engaged in, be made available only to and engaged in only with such persons. This document must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors. Other persons should not rely or act upon this document or any of its contents. This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities ofkambio nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Any such offer, subscription or solicitation will be made by means of an information memorandum to be issued by Kambio in due course in connection with the Offering (the Information Memorandum ) and any decision to purchase payment tokens in connection with the Offering should be made solely on the basis of the information contained in such Information Memorandum. This document does not constitute a recommendation regarding the payment tokens proposed to be offered by Kambio. This document and the information contained herein are not an offer of securities for sale in the United States and are not for publication or distribution to persons in the United States (within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the Securities Act )). Following the joint announcement by the People s Bank of China along with six other ministries of the People s Republic of China on 4 September 2017, respectively, the Cyberspace Administration of China, the Ministry of Industry and Information Technology of the People s Republic of China, the State Administration for Industry and Commerce of the People s Republic of China, the China Banking Regulatory Commission, the China Securities Regulatory Commission and the China Insurance Regulatory Commission, initial coin offerings and other forms of digital token financing are prohibited in the People s Republic of China. Accordingly, the distribution of this document in or into the People s Republic of China is restricted and no invitation is made by this document or the information contained herein to enter into, or offer to enter into, any agreement to purchase, acquire, dispose of, subscribe for or underwrite any tokens or other securities or structured products in the People s Republic of China. This document is being communicated only to persons outside the People s Republic of China and has not been reviewed by any regulatory authority therein. No invitation is made by this document or the information contained herein to enter into, or offer to enter into, any agreement to purchase, acquire, dispose of, subscribe for or underwrite any securities or structured products, and no offer is made of any shares in or debentures ofa company for purchase or subscription, except as permitted under the laws ofhong Kong. This document is being communicated only to persons in Hong Kong who are Professional Investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. Certain statements in this document, including those related to the Offering, constitute forward-looking statements. These statements, which contain the words anticipate, believe, intend, estimate, expect and words of similar meaning, reflect Kambio s beliefs and expectations and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, changing business or other market conditions and the prospects for investment and growth anticipated by Kambio. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. As a result, you are cautioned not to place undue reliance on such forward-looking statements. Kambio disclaims any obligation to update its view of such risks and uncertainties or to publicly announce the result of any revisions to the forward-looking statements made herein, except where it would be required to do so under applicable law.

3 Contents Mission 4 Funding Challenge 5 Funding Solution 10 Business Edge 18 Roadmap 24 3

4 MISSION At the forefront of blockchain-enabled capital markets providing simple and global access to growth capital 4

5 FUNDING CHALLENGE 5

6 Search for Growth Capital High-growth SMEs frustrated with lack of funding options Limited Options Poor Access Complex Process Fragmented Market Execution Time Cost Burden 6

7 SME Funding Gap Financial industry fails to deliver - focus on Europe Demand 23M companies create over $4T in value, Europe alone * Supply 3M Europeans hold non-real estate assets in excess of $1M $1T up to 20% gap ** * Annual Report on European SMEs, 2016 ** Estimating the financing gap of small and medium-sized enterprises Florencio Lopez de Silanes, Joseph McCahery, Dirk Schoenmaker, Dragana Stanišić 21 August

8 SME Market Opportunity 6% * of all European SMEs are classified as high-growth European SME Overview** 23M 93M $4T $4T $1.7T Number of Companies Staff Employed Value Creation Debt Funding Equity Funding 1.4M High-growth SME Number of Companies 12M European Opportunity Global Opportunity * Nesta, The vital 6 per cent, 2009 ** Efme, Finance for Growth (2017) The Shortage of Risk Capital for Europe s High Growth Businesses 8

9 Two Main Equity Funding Options Overwhelming and time consuming PRIVATE SALE HURDLES Networking Targeting investors Pitching Due diligence Negotiating Terms Growth Company Round 1 Round 2 Round 3 Round 4 Round X PRIVATE SALE Acquiring Entity PUBLIC EXCHANGE HURDLES Minimum criteria Heavy costs Due diligence Documentation Approvals Reporting PUBLIC EXCHANGE Public Exchange YEARS MONTHS 9

10 FUNDING SOLUTION 10

11 Third Funding Option by Kambio Direct, seamless and secure DAYS PRIVATE EXCHANGE Growth Company Round 1 Round 2 Round 3 Round 4 Round X PRIVATE SALE Acquiring Entity PUBLIC EXCHANGE Public Exchange YEARS MONTHS 11

12 Kambio Benefits New era in capital markets GROWTH CAPITAL SHAREHOLDER MANAGEMENT GLOBAL ACCESS LIQUIDITY ENABLED SIMPLE TURNKEY COMMUNITY NETWORK INSTANT DELIVERY ATTRACTIVE PRICING 12

13 Business Concept Next-generation investment platform and securities exchange R E G U L A T O R Y F R A M E W O R K ADVISORY Access to primary capital for earlystage startups and SMEs. Robust due diligence processes EXCHANGE Syndicated investing alongside institutional capital. Unlocking shareholder value COMMUNITY Knowledge-sharing, wholesale product & services offering, and investment empowerment CUSTODY Tiered exchange membership with intuitive client interface. Secure and segregated assets. B u s i n e s s O p e r a t i o n s I T ( B L O C K C H A I N ) A R C H I T E C T U R E 13

14 Regulated Exchange Framework End-to-end execution within a fully-regulated framework P O R T A L G A T E W A Y S Advisory Exchange Operations Community Custody New Venture Onboarding Processes Member Access Internal Access Regulator Access Member Access New Member Onboarding Process P R I M A R Y I S S U A N C E S E C O N D A R Y T R A D I N G Pre-issuance Agreement Structuring (Type & Logic) Post-issuance Settlement & Registration Pre-trade Order Entry Record & Time Stamp Post-trade Clearing, Reconciliation & Settlement A C C O U N T C U S T O D Y Pre-approved KYC, AML & Self-certified Post-approved Account Opening Book-building & Subscription Execution Payment Management Issuance of Regulated Tokens (SABR) Price Discovery, Matching Execution Payment Management Regulated Exchange for SABR Tokens (Order Matching) R E G U L A T O R Y F R A M E W O R K Execution Custody asset segregation Regulated Custodian for SABR Tokens 16

15 Why Regulate? Transcend Traditional Securities Standards Mass Adoption Transparency Records Accountability Recourse T R U S T Guidance Fair Necessary Discipline Monitored Security Best Practice 15

16 Blockchain-enabled IT Architecture Modular architecture for interoperability of diverse systems Advisory Portal Exchange Portal P L A T F O R M I N T E R F A C E Custody Portal Community Portal S M A R T ( O P S ) C O N T R A C T S P R E S E N T A T I O N L A Y E R Operations Portal PASS SC STX SC SAFE SC COMS SC OPS SC B U S I N E S S L O G I C L A Y E R ( S t a t e M a c h i n e ) O N / O F F / P R I V A T E - C H A I N ( D A T A A C C E S S L A Y E R ) Smart Contracts (Data Handling) I T ( B L O C K C H A I N ) A R C H I T E C T U R E 16

17 Why Blockchain? Systematic Trust Ownership Instant & Straightthrough Transparency Permanence Smart T R U S T Fair Access Speed Smart Compliance Security Cost Global Access 17

18 BUSINESS EDGE 18

19 Key Building Blocks Kambio is creating a sustainable business model Experienced Team Innovation Relationship -centric Best Practices 19

20 Founder s Track Record 75 years combined experience in start-ups and investments Serial Entrepreneurs Co-founders of Jabbar, serial early stage investors. Jointly founded, incubated and invested in dozens of start-ups. $1+ Billion Exits Partnership Formation Jabbar Group Formed Broker / Technology Stocks Global Head Investment Funds CEO Macro Hedge Fund Experienced Investment Manager Partner of Jabbar, co-founder Plurimi. Several senior investment management roles. $250 Billion Assets $2 Billion Revenue 20

21 Token Innovation Growth-enabler supporting a frictionless ecosystem KMB Payment Token KMB used for all Kambio fees and loyalty rewards Fixed supply of tokens with generation event ERC-20 compliant token Smart contract facilitate immutable ownership, transaction history and regulatory reporting Proposed listing on multiple exchanges SABR Digital Security SABR is a security asset-backed receipt Each listed high-growth SME is issued with an individual SABR Enhanced ERC-20 compliant token Smart contracts will replicate notional performance for each listed SABR Smart contract facilitate immutable ownership, transaction history and regulatory reporting Exclusive listing on Kambio Exchange 21

22 Simple Relationship-centric Processes Eight steps to list a new SME 1 3 Private company, e.g. High Growth Venture Ltd. ( HGV ) is sourced and onboarded Issuance of a new asset-backed token, a dedicated SABR HGV HGV Equity rights and structure is reviewed and translated within a digitized agreement SABR HGV starts fund raising led by an approved Advisor Primary listing on Kambio Exchange, HGV PLC 7 Member purchases HGV PLC, thereafter held in a segregated account with secure custody Secondary trading enabled on Kambio Exchange HGV PLC connects with the Kambio Community, providing ongoing reporting and updates

23 Competitive Landscape Many unregulated entrants vying for multi-trillion dollar market opportunity Corporate Advisory Security Tokenization Security Token Exchange Kambio will apply for regulatory permissions for the whole capital markets journey 23

24 ROADMAP 24

25 Community Network Roll-out city by city Engage all stakeholders Develop local partners Deliver best-practices Access global capital Build local investor base Tap local start-up network L O N D O N D U B A I B E R L I N B A N G A L O R E Z U R I C H S E O U L P A R I S B A R C E L O N A S I N G A P O R E J A K A R T A S H A N G H A I V I E N N A S T O C K H O L M S A N PA U L O 25

26 Timetable Platform Delivery H Q Q Concept Late 2017 Exchange portal (Beta) Custody portal (Beta) City hub Zurich City hub Berlin Regulatory applications Platform (MVP) City hub London Institutional roadshow Company formation New strategic partners Company website launched Legal advisors retained H Q Q SABR regulatory approval City hub Dubai Advisory portal (Beta) Community portal (Beta) London office opened Final Whitepaper Regulatory roadmap Token event website Dubai office opened Technical roadmap Operational roadmap Corporate branding Platform Launch Early

27 KMB Token Event Token Generation Institutional Pre-event Main Event Hard Token Cap 800 million Institutional Target Raise USD 10 million Main Target Raise USD 20 million Soft Event Cap 500 million Institutional Issue Price 25% Discount Main Issue Price USD 0.10 Overallotment (Greenshoe) 300 million Institutional Minimum USD 1 million Main Minimum USD 5,000 Any Remaining Tokens* Strategic Institutional Offer Period Q Main Offer Period Q Management (3yr Lock-up) 2 Strategic* (5yr Airdrop, City Hub Roll-out) PLANNED TOKEN DISTRIBUTION (Percent) 40 Main (No Lock-up) Marketing Advisors 8 PLANNED USE OF PROCEEDS (USD million) 10 Operations & Staff 30 Institutional (Institutional 1yr Lock-up) 10 Investment Platform & Exchange (IT Architecture & Regulatory Framework) 27

28 THANK YOU