FAQ’s
Here you can find answers to frequently asked questions and a glossary of terms used in our tool
Frequently Asked Questions
What is a professional investor?
A person who is qualified as such by the MiFID directive and other applicable Spanish legislation.
Can a non-professional investor register in PI?
A non-professional investor can only obtain access to the PIn platform if he is a shareholder in a company with a PI Screen. To ensure the company is in full compliance with MiFID regulations, non-professional investors will not see the blind profiles of other companies included in the platform.
What is the difference between a professional investor and a private equity professional in the Private Investments platform?
Private Investments Network (PIn) considers professional investors to be the persons defined as such in the MiFID directive (See EU directive). Most professional investors are occasional investors in non-listed companies and only an active minority are dedicated on a more organised and recurring basis to managing a portfolio of unlisted investee companies. The latter are known as private equity professionals. In PIn each of these two types of investor accesses the information of their investee companies in a different way, to facilitate the management of each of them in accordance with their needs.
Can a professional investor find new investment opportunities with PI?
A professional investor can access blind company profiles from his PIn Portfolio Screen.
If he wants to obtain more information about a blind profile he can send a request for information to the company from the same screen. If the company accepts the professional investor, he will be able to access the information that the company places at his disposal.
Before allowing the investor access, the company will check his identity and his personal and professional data.
Which companies can benefit from PI?
Any unlisted company with some investors as shareholders or a certain number of shareholders who need a platform such as PIn: The service that Pln offers for this type of company enables the relationship with shareholders and other potential investors to be optimised. It meets a need both in the first stage of establishing a company and once it has been converted into an important family group. The only companies that no longer have this need are listed companies. However until the public offering, it may be a good idea to make use of the Pln services.
How does PI help start-ups?
Start-up companies accessing the 3Fs (families, friends and fools) to gradually obtain capital soon realise the problems posed by having investors who are somewhat unsophisticated. For this reason, PIn has set up an assistance programme for start-ups to accompany them during their first 4 years of life, subsidising all or part of the subscription price. This is a commitment by PIn to promote the development of new businesses and to rebuild the economy.
Why is there no risk of the company making a covert public offering using PIn when raising cash, or to raise cash?
The company will never send a request to the investors or make an offer. In this way the company is not in a position to make a public offering that should be authorised by the CNMV.
The investors may ask the company for access to their data when they are interested in an absolutely blind profile. The new relations established with the platform are only information requests made by professional investors. There is no public share offering on the part of the company.
In the private market only the company shareholders and authorised professional investors can interact, after requesting access to the company information by indicating (anonymously) the share purchase or sale operations they want to make. No-one outside this group can access that information, much less interact with them.
Is PI a tool that helps the company raise cash?
PI does not allow cash-raising as such. The companies cannot offer their shares except for those with self-owned portfolios who wish to manage them. These offerings are limited to shareholders and authorised investors.
However, using PIn favours this type of operation as it allows the company to:
– increase its transparency to the point that if they wish, it can serve as a virtual due-diligence room for all the information required for a corporate finance operation. This transparency reinforces the investor’s peace of mind as he knows what is going on in his investee company, not only at certain times during the capital-raising process but constantly during the life of the company.
– receive requests from investors who are interested in their blind profile and thus identify potential subscribers for those operations.
In the event of developing a private market, it also allows access to a cash pool and consequently the generation of more investment and/or exit opportunities (partial or total) for the investor, since by promoting his exit it also brings investments.
How can the company avoid having new undesired investors?
The company has complete control over the persons authorised to access its information and thus access its private market, if it has decided to have one. Before authorising an investor to see its information the company can check all the personal and professional data of the professional investor through the platform, and can establish contact with him if it wishes.
What information can professional investors see in the blind profiles?
The company can examine its blind profile beforehand.
What security measures does the platform have?
Private Investments Network has the same security measures as those you would use in making online transactions with your bank. For more information see the following link.
Private Investments Network offers users a sophisticated security system to allow them to access information and perform their transactions with total confidence.
The platform offers the following guarantees:
- Communications are made in a safe environment through the SSL (Secure Sockets Layer) encrypted protocol with 128-bit codes.
- Authentication: guarantees the identity of the server participating in the communication.
- Non-disclosure: ensures that the information transmitted in communications between customers and the server can only be read by these two organisations.
- Integrity: ensures that the information transmitted in communications between customers and the server has not been altered while travelling through the Internet.
- Symantec (formerly VeriSign, a leading international online certification company) accredits and guarantees its security by certifying our organisation and our website with the most stringent protocols in the market.
How is the process of authentication at the platform?
Authentication is carried out in two steps:
- email address and password encrypted in our servers, completely non-accessible for any person.
- code sent by SMS to your mobile phone
This method will be used in the following processes:
- activating the account
- authentication
- changing the user email address
- retrieving the password
- purchase/selling operations
What is the advantage of using the basic communication tool provided by PI?
There are many advantages, but the main one is that of facilitating relations with shareholders, thereby saving time and costs in those relations. Furthermore, investors appreciate the transparency efforts of the companies. The company has peace of mind because it controls the information. On one hand, it knows that all the shareholders who must be informed have been informed, and on the other, it knows who has access to what at all times.
With PIn the company can automate sending documentation to its shareholders, depending on the profile of each one (members of the board or important shareholders, e.g. Private Equity professionals).
Information can be imported to the platform automatically, thereby minimising the time the devoted to this by the company.
The platform allows unlimited records to be saved, facilitating all consultations made by the shareholders.
Can PI be used to send out legal calls (to general assemblies, board meetings, etc.)?
Yes. At present it can be specified in the company articles that relations can be established through electronic channels. In this case, companies with a web page developed by Pin can, if they wish, enter the calls in the platform and the respective emails will automatically be sent out to the persons called to attend, as well as the Minutes, etc.
How does PI facilitate the information obligations of the board of directors, if there is one?
PIn ensures that the board members will have centralised, updated information. PIn allows the people to have access to each document to be defined, so that the board members can have all the information that is defined with the company.
This limits the legal risks associated with acting as a member of the company board (legally or on a de facto basis) since board members have a solution which enables them to have all the pertinent information about the company, and they can request any additional information they consider necessary to ensure there are no management errors which they could be asked to account for in the future.
What is a private market used for?
A private market is used to:
- generate occasional liquidity opportunities for investors (current and potential) and allow them to purchase or sell shares.
- it allows a fair price to be established between the different parts of this market in a transparent manner, respecting all corporate agreements (including shareholder agreements among others)
How are shareholder agreements (or any other restrictive agreement with respect to shares) managed in PI?
Shareholder agreements can be converted into logical rules. Some of them can be automated through market fixings and others will be adapted manually by the authorised Back Office.
Some clauses may be so restrictive that they prevent shareholders transactions, except in the case of corporate operations. In these cases, if interested in implementing a private market, it will be necessary to make a change in the shareholder agreements.
What is the Authorised Back Office (ABO)?
It is a strategic PIn partner that is entrusted with carrying out all the necessary bank office operations in the event of sales and purchases of company shares.
Each company must select and hire an ABO to operate a private market with PIn’s PI market tool.
Glossary
PI Admin
An internal management tool used by the PI Platform. PI Admin allows internal PI users to manage customer information and confirm transactions made through PI Matching.
PI Corporate Admin
A set of screens in the PI Platform which the company can access to control its information, configure its data, access information about its shareholders/partners, post information, etc. In other words, the interface that allows the company to use the contracted PI Platform services.
Authorised Back Office
A service company which has a framework agreement with PI to provide the PI Admin service to companies. If the company has contracted the PI Market service, it must contract an Authorised Back Office (the one of its choice, if there are several) to ensure the positive outcome of the transactions in a timely manner (i.e, before reaching the next Fix).
Purchaser
A natural person or body corporate authorised by a company (i.e. a company shareholder or investor who follows that company in the PI Platform) who/which proposes a purchase offer for equity participations/shares in the company through the PI Platform, if that company has contracted the PI Market service.
Partner/Shareholder conditions of use
The PI Platform conditions of use which must be accepted by the company partners or shareholders to allow them to access the company PI Screen through the company website and benefit from the services offered to them by the PI Platform.
Fixing Date
The date of the Fixing, which is freely chosen by the company.
Company
A company which is a PI customer. It will in all cases be an unlisted company.
Fixing
A comparison of current purchase and sale instructions entered during the Period between Fixings against the equity participations or shares of a company that has signed up for the PI Matching service.
Historical Fixings
Historical information about the latest transactions made with the company shares.
Investor(s)
This term is used to refer to both Professional Investors and Private Equity Professionals.
PE Reporting Tool
A tool used for posting information obtained in the PEP Screen. This tool will be developed specially for each project, taking into account the customer’s needs.
Blind Profile
A summary of information related to the company which may include, for example, the company sector, country, last price, change in price, date of last Fixing and capitalisation; in no case does it allow the company to which the data correspond to be identified.
Period between Fixings
The period between each Fixing, which should be sufficient for the Authorised Back Office to complete the transactions resulting from the previous Fixing.
PI Data Repository
A service storing all company information for the purpose of automating relations with Private Equity Professionals who are company partners or shareholders, or who have requested access to the company information and have been accepted by the company and, if contracting the PI Screen service, with the rest of its partners/shareholders.
PI Matching
A tool to manage intentions to buy and sell shares of the company.
PI Screen
An interface screen for relations between the company and the partners/shareholders, included in the company website. This screen may include 3 types of information and functionalities:
- only company information for partners/shareholders,
- company information and information about the latest Fixings,
- information about the company and the private market through PI Matching.
PI provides this screen by posting the information entered by the company in the PI Platform through the Data Repository service. This page will be standard but customised with the company colours and logo. This page can only be accessed by company partners/shareholders and the Investors authorised by the company. Access is obtained with a username and password provided by PI in the “shareholder” (or similar) page of the company website.
Professional Investor
a Professional Investor as defined by the Mifid Directive and other legislation applicable in Spain.
Seller
A natural person or body corporate who/which is a shareholder or partner in a company that issues a sales offer on the company equity participations/shares through the PI Platform.
Shareholder page
A section of the company website that can be accessed by partners/shareholders by means of a username and password, in which the company posts information which it considers relevant for its partners/shareholders. In the event that the company signs up for the PI Screen service, this page will be prepared and provided by PI.