There comes a time when the RNKGI Notes will be converted into shares. This usually happens when a large investor decides to invest. The value of the shares is than determined by the price offered by the large investor. After conversion, investors are pooled through a Special Purpose Vehicle (SPV) and act as a single investor in the SMEs shareholders meeting.
The Conversion will happen as soon as:
A large (€100,000) angel investor invests in fresh shares in the SME. The startup is acquired by another company. When the Final Conversion Date arrives. At this date a conversion will be triggered automatically.
After conversion you hold shares in the company via an SPV. By investing you took a considerable risk. To compensate for this risk, you receive both an Interest on the value of your RNKGI Note, and a Discount on the price of the shares. The share price is just taken from the investment round that triggers the conversion. If the convertible expires without an investment, because of the Final Conversion Date, then the SME will agree the correct market price of the shares with the investors, or else an external referee is asked to assess it. In each case the investor will benefit from the Interest and from a Discount. The Interest and the Discount are found in the Informative Statement. What is not fixed is what % of the company you will eventually get.
Example: An investor has invested €20,000. After one year this has risen by 10% interest to €22.000.- There is a conversion because a new investor decides to invest €100,000 in new shares in MedicAll B.V. at a valuation of €660 per share. At conversion there is an additional 20% Discount on the shares for the RNKGI Note holders, so they only pay €528,- per share. For this reason, the investor receives €22.000,- / €528 = 42 shares, with a total value of €27,720. The shares will be held in an SPV together with the shares of the other RNKGI Note investors.