Term Sheet
Scenario A
ISSUER:
Pagelife.
NATURE OF OFFERING:
50 Pagelife shares (200).
TYPE OF SECURITY:
To be determined.
ISSUE PRICE:
£1000.
COMMISSION:
20%.
CAPITALISATION:
To be determined.
DIVIDENDS:
25%.
PREFERENTIAL LIQUIDATION RIGHTS:
To be determined.
DEFINITION OF LIQUIDISATION EVENT:
To be determined.
CONVERSION RIGHTS:
The preferred shares carry dividends and the common shares do not. The preferred shareholder is the only recipient of dividends while he remains a shareholder. Prior to buying back the stock, Pagelife will offer a further 30 shares to the preferred shareholder at the original share price, in return for allowing a conversion offer on the common shares. This new agreement would make the original preferred shareholder’s stock a 1/3 stake in the company, owed 1/12 of the revenue as dividend, on equal terms with the remaining shareholders. The dividend would be paid along with loan payments at the same rate of no less than £10000 per month but as high as Pagelife’s budget allows, with no commission, until the loan was repaid or closure of trade at the break even point.
ANTI-DILUTION:
Pagelife may buy out the preferred shareholder at 10000 per month from December 2020. This will directly affect the shareholders voting power. With the approval of Pagelife and it’s funding partners, the preferred shareholder may offer declaration of intent to purchase further stock in March 2021 as detailed below, and in such circumstance would retain voting rights lost through the stock repurchase, although the stock would still be diluted by the addition of the monies from the fifth funding round.
VOTING RIGHTS:
As a fully incorporated partner of Pagelife you will have appropriate access to the existing investors, and be introduced to prospective investors. You may also be involved in decisions to accept them. You will not be permitted to make choices on the production timeline, or the hiring and firing of Pagelife staff. You will will not be free to instruct or advise any other member of the Pagelife funding circle or the staff, concerning any part of Pagelife’s production, or organisation. You may take an active role in sourcing potential funding or marketing partners, and to contribute your own suggestions towards planning in these areas, but Pagelife reserves the right to complete control over it’s product and organisation, as well as to the rights of investors, as set down in our investment contracts.
USE OF PROCEEDS:
Wage budget is £130000.
CLOSING CONDITIONS:
To be determined.
CLOSING DATE:
May 2021
Scenario B
ISSUER: Pagelife
NATURE OF OFFERING:
100 Pagelife shares (300) Over 2 rounds.
TYPE OF SECURITY:
To be determined.
ISSUE PRICE:
£1000.
COMMISSION:
33%.
CAPITALISATION:
To be determined.
DIVIDENDS:
17.5%.
PREFERENTIAL LIQUIDATION RIGHTS:
To be determined.
DEFINITION OF LIQUIDISATION EVENT:
To be determined.
CONVERSION RIGHTS:
There will be no share conversion.
ANTI-DILUTION:
All shareholders are preferred shareholders and will hold equal rights. Shares will be diluted equally as Pagelife re-buys stock. This will be carried out monthly as soon as revenue begins to come in, at a rate of 50%, the other 50% being working capital and dividend at Pagelife’s discretion, although Pagelife will be a non-profiting partner.
VOTING RIGHTS:
Pagelife, and Investor 2 (THE RECIPIENT) and 3 (The Arts Council) will select candidates for Investor 4 and 5 as equal partners.
USE OF PROCEEDS:
Wage budget is £225000.
CLOSING CONDITIONS:
To be determined.
CLOSING DATE:
May 2021.
Scenario C
ISSUER:
Pagelife.
NATURE OF OFFERING:
33333 Pagelife shares
TYPE OF SECURITY:
To be determined.
ISSUE PRICE:
£7.50.
COMMISSION:
Various:
CAPITALISATION:
To be determined.
DIVIDENDS:
0%.
PREFERENTIAL LIQUIDATION RIGHTS:
To be determined.
DEFINITION OF LIQUIDISATION EVENT:
To be determined.
CONVERSION RIGHTS:
To be determined.
ANTI-DILUTION:
To be determined.
VOTING RIGHTS:
To be determined.
USE OF PROCEEDS:
Wage budget is £130000.
CLOSING CONDITIONS:
To be determined.
CLOSING DATE:
May 2021