How to invest

  • All you have to do is sign up as a user through our registration form. By registering as a user, you will have access to information about the companies in which the CEF are invested. However, in order to invest in the funds, we will have to qualify you as an investor. To qualify as an investor, you must fill out and send us the signed Investor Registration Document. In addition, you must send us supporting documentation so that we can verify the information from the questionnaire.

  • There are two possible investment situations: the initial offer during the creation of a new fund and the subsequent investment-divestment in shares of the fund.

    Initial offer in the creation of a new fund. Bewater Funds incorporates and manages investment funds whose assets are invested in unlisted companies. To incorporate the fund Bewater Funds must have sufficient expressions of interest. The process is very simple:

    1. Bewater Funds selects unlisted companies that meet established conditions. Information about the selected companies will be available on our site.
    2. Expressions of interest associated with the economic rights of the company are collected from future shareholders in the Fund.
    3. Once the specified time has elapsed and there is sufficient interest, the initial offer is closed and the CEF (Closed-End Fund) is created with the original shareholders.
    4. Once the Fund is set up, it will be displayed on the website where shareholders can offer their shares for sale if they wish.

    Purchase and Sale of fund shares. Once the initial incorporation of the fund is completed, fund shares may be sold and purchased through Bewater funds, in accordance to the following procedure:

    1. Shareholders of the fund can offer their shares for sale (price and quantity) through the web while potential investors can indicate their interest in subscribing to the fund (price and quantity).
    2. In the case of coinciding interest, the transaction is completed.
    3. In case any investor irregularities are detected, the investor will be expelled from the system of expressions of interest.
  • Investing in Bewater Funds can be undertaken by persons considered to be professional investors (Artículo 75 de la Ley 22/2014).

    Professional clients, in accordance with Article 205 of the “Texto Refundido de la ley del Mercado de Valores”, are considered to be those who possess the experience, knowledge and financial capacity necessary to make their own investment decisions and correctly assess the risks involved in these decisions.

    In addition to professional and certain institutional investors, companies meeting the following criteria may also be considered:

    1. Total assets must be greater or equal to 20 million euros;
    2. Annual turnover is greater than or equal to 40 million euros;
    3. Their share capital is greater than or equal to 2 million euros.

    Persons not included in preceding categories may request to be considered as professionals if they meet two of the following criteria:

    1. Having realised significant trades in capital markets, averaging ten per quarter during the last four quarters;
    2. The value of cash and securities deposited is greater than 500,000 euros;
    3. The client has occupied, for at least one year, a professional position in the financial sector, requiring knowledge of operations or services provided.

    If you wish to register as an investor and do not fulfil any of these conditions, please contact us.

    Register as a professional investor

Investments

  • Bewater Funds has an investment policy published on bewaterfunds.com and available to all accredited investors on the website. Specifically, according to the following guidelines: :

    1. Companies with high levels of growth that justify the existence of investment partners.
    2. Companies with a professional minority investor who can defend the right of minority investors such as Bewater Funds. The investor does not need to be an institutional investor but must be able to, according to the Asset Manager, analyze investments in companies related to the fund.
    3. A Shareholders Agreement that protects the interests of minority shareholders.
    4. Only companies that have sales of their products or services. It is not necessary for the company to have profits, but generally investments will be made in companies with positive cash flows or the ability to reach it with their existing cash.
    5. Companies with a valuation of less than 10x sales.

    These requirements are established with the objective of improving the protection of minority shareholders, as well as establishing adequate governance in the companies in which the Funds managed by Bewater Asset Management invest.

  • Bewater Funds can not offer any guarantee on investments made. The investor assumes all the risks involved in investing in companies with a recent and unconsolidated history. That is why we have decided that this product can only be acquired by investors with sufficient knowledge and experience involved with the investment.

  • With the acquisition of shares containing economic rights over a company, the following risks, among others, are assumed:

    1. Market Risk: Consists of the possible depreciation of market value experienced by shareholders in Bewater Funds up until the sale of shares to a third party.
    2. Liquidity Risk: difficulty in finding a buyer for stocks or shares.
    3. Counterparty Risk: consists of the delay, absence of partial or total payment in the acquisition of shares.
    4. Default Risk : risk of restitution or payment of dividends, interest or principal from the investee.
  • The initial process of purchasing the shares of a company by Bewater Funds and the subsequent purchase of participating shares containing economic rights is very simple:

    1. The owner of the company’s shares offers them to Bewater Funds at a maximum price. To do this, please contact us.
    2. The company whose shares are being sold is requested to sign a contract for the transfer of information, we usually also ask for a waiver of the preemptive right over the shares for sale. Here you can find an example of the information contract
    3. Bewater Funds then prepares a report based on the information provided by the company that is published on our site. Here’s an example.
    4. The shares are offered for sale on bewaterfunds.com. Expressions of interest can be collected over a set period, between 3 and 90 days, during which investor’s offers (price and quantity) are registered.
    5. After this time, if there is enough interest, the offer is closed.
    6. If the sellers have not previously renounced their preemptive acquisition rights (usually they have done so), the remaining partners will be notified and given X days (according to statutes, shareholder agreements, or the law) to exercise their pre-emptive acquisition rights.
    7. Bewater Funds will pay investors future profits of the shares at the time they occur, both dividends and capital gains.
  • The CEFs that constitute Bewater Asset Management are subject to corporate tax. This means that any income obtained by the CEF, no matter the origin, will be subject to corporate tax in Spain.

    However, in accordance to article 21.1 of the LIS, dividends received by the CEF from the TARGET in which it participates will be exempt from paying corporate tax provided that the following requirements are met:

    That the percentage of participation in the capital or equity of the TARGET is at least 5%, or that the acquisition value of the participation exceeds 20 million euros.

    That uninterrupted participation in the company has been maintained during the year prior to the distribution of benefits or, failing this, participation must subsequently be maintained to complete said term.

    Additionally, section 3 of article 21 states that positive income obtained in the transfer of participation in an entity will be exempt, when the aforementioned requirements are met. However, we must point out that this exemption will only be applicable when the participation requirements (5% or 20 million euros or more, of acquisition value) and minimum holding period (1 year) are met on the day of the transmission.

    Generally, the fund manager will seek investments of more than 5% in companies. Maintaining participation for a period exceeding one year so as not to be taxed under corporate law, neither for capital gains nor for dividends.

  • A shareholder of the CEF, a natural person and fiscal Spanish resident, who transfers their shares.

    The transfer of shares in the CEF provokes a capital gain for the purpose of the income tax law. This capital gain or loss, subject to the income tax law, must be included in the taxable savings amount. In this sense, the income tax law establishes that patrimonial gains or losses will be taxed according to the following table:

    Tax brackets on Capital Gains Applicable marginal tax rate
    First 6000 € 19%
    From 6000 € to 50000 € 21%
    Above 50000 € 23%

    Given that the CEF does not have the fiscal benefits of a collective investment institution, the Manager may not withhold capital gains resulting from the transfer or sale of shares representing the capital or assets of the CEF.

    However, the distribution of returns by the CEF would fit within the concept of capital gains tax. Therefore, if the CEF distributes returns to its shareholders, fiscal residents in Spain, said income (return) will be subject to a 19% withholding tax.

    A shareholder of the CEF, a natural or legal person who is not a tax resident in Spain, has transmitted his shares.

    Generally, for a shareholder who does not have permanent residence in Spain and who is a fiscal resident of country with a Double Taxation Treaty with Spain, the capital gains derived from the transfer of shares in the CEF would only be taxed in accordance to the tax legislation of their country of residence.

    To the extent that the capital gain is not subject in Spain under a Double Taxation Treaty, the manager should not exercise any withholding tax on returns. However, the Double Taxation Treaty may present unknown specifics, so we recommend that you consult a tax advisor.

    With respect to the assumption that the CEF would distribute profits to non-resident shareholders, we would find ourselves in one the following categories:

    the shareholder resides in a country with a DTT (Double Taxation Treaty) with Spain: Generally, the withholding rate established by said agreement must be applied.

    the shareholder resides in a country without DTT with Spain: Under the income tax law there is an obligation to apply withholding on dividends and the distribution of benefits. The manager should apply a withholding rate of 19% in accordance with the provisions of art. 31.2 of the LIRNR.

    A shareholder of the CEF, legal entity and fiscal resident of Spain, having transmitted their shares.

    Provided the requirements mentioned in article 21.3 of the LIS are met, the income derived from the transfer of shares in the CEF will generally be exempt from corporate tax.

    In this sense, article 21.1 of the LIS establishes that: “In the event that the entity obtains dividends, profits or income derived from the transfer of securities representing the capital or the equity of entities in more than 70 percent of their income, the application of this exemption with respect to said income will require the taxpayer to have an indirect participation in those entities that meets the indicated requirements".

    In accordance with the above, shareholders in the CEF will not be able to apply the exemption of article 21 of the LIS unless they have an indirect participation on TARGET complying with the minimum participation requirements (5% or 20 million euros or more, of acquisition value).

    That is to say, having maintained an indirect participation in the TARGET of more than 5% or 20 million euros or more, of acquisition value, the shareholder in the CEF (individual or legal entity residing in Spain) may apply the exemption of Article 21 of the LIS for capital gains obtained.

    The management company must not apply a withholding tax on the transfer or reimbursements of stocks or shares representing the capital or assets of the CEF.

    In the event that the CEF distributes benefits to the participating legal entity resident in Spain, no withholding shall be applied to the distributions of benefits of the FICC provided that the participant complies with the requirements of article 21.1 of the LIS. In the event that the participant does not comply with the requirements established in article 21.1 of the LIS, a 19% withholding rate must be applied to the distribution of benefits.

Fund shares

  • The economic rights allow an investor of a certain class of shares of the Closed End Fund to benefit from the company’s returns but without being able to exercise the political rights associated with the shares. The main advantage of owning economic rights rather than direct ownership of shares is that they are freely transferable and therefore offer a greater potential liquidity to the the investor.

  • Bewater Asset Management S.G.E.I.C, de Tipo Cerrado, S.A. incorporates the CEF (Closed End Fund) for the acquisition of the shares of companies seeking investors. The manager will retain political rights and issue fund shares with the following economic rights. Investors will have the right to:

    • Returns (dividends or interest), if any, received by the Fund from the investment in that company.
    • The restitution of contributions, payment of net instalments, free allocation of shares, repayment of principal, assets or any other amounts that the Fund receives from the investment.
    • Price or consideration received as a result of the transmission of that investment.
    • Price or considerations received as a result of the transfer of that investment.
    • The preferred shareholder's rights belonging to that investment.
    • However, the Management Company will have the ability to, in all cases taking into account the interests of shareholders, to waive the preferred shareholder's rights or the free allocations corresponding to that investment.
    • Generally, to any economic right derived from the investment.

    Investors will purchase shares of the Fund of the company in which they wish to invest. These shares of the Fund are freely transferable to any investor (unless they are from a private fund).

  • The political rights in the invested company are exercised by Bewater Asset Management as the manager of the CEF and holder of shares and will generally delegate them to the lead investor of the company. In case of a conflict of interest with the lead investor, Bewater Asset Management will exercise the political rights in the best interest of the investors.

    Therefore, in order to always defend the interests of the investor, Bewater Asset Management will only invest in companies that have:
    1. a shareholders agreement protecting the interests of minority investors.
    2. have professional minority investors.
  • Direct investment in shares of a company has its pros and cons. The main disadvantages of a direct purchase of shares are:
    1. Illiquidity: any sale of shares must be authorised by the shareholders so they can exercise their preferred shareholders right or not. Usually a shareholders agreement restricts the free transferability of these shares. The lack of liquidity often entails a discounted price.
    2. Lack of opportunity: unlisted companies tend to prefer not to have fragmented cap tables thereby making it difficult to access investment opportunities.

    These problems are resolved through investing in shares of Bewater Funds:
    1. Increased liquidity as investors can freely transfer fund shares. Therefore, possible limitations of transferability no longer affect it. However, it is necessary to find a buyer for the fund shares. In order to do this the shareholder contacts Bewater Funds with their intention to sell the shares, this interest is then published on the website where potential investors may access the information.
    2. Improved access: The company will interact with only one shareholder, Bewater Funds, thereby simplifying the cap table.
  • Companies invested in by Bewater Funds assume a commitment to provide the following information:
    1. Audited Annual Accounts Yearly Annual Accounts (Balance Sheet, Income Statement, Statement of Retained Earning and Cash Flow statements) provided within two months following its formulation by management of the investee.
    2. Biannual information On a quarterly basis:
      • Detailed report of sales.
      • number of employees at the date of report.
      • Net debt position of company accounts
      • Information on the evolution of the business
      • EBITDA
      • Relevant news occurring during the period
    3. Relevant Facts
      • proposals for capital increases and reductions
      • purchase and sale of company shares between partners or third parties
      • mergers
      • dissolution
      • assignment of assets and liabilities
      • transfer of registered office
      • change in the shareholders agreement
      • amendments to corporate bylaws
      • date paid and amount of dividends
      • announcement of general shareholders meeting
      • appointment or change of auditors
      • changes in the board of the company, as well as appointments, dismissals or resignations within it
      • dissolution and liquidation of the company
      • contracting, anulling or cancellation of loans, lines of credit or other relevant obligations borne by the company
      • significant litigations that the company is party to
      • significant debtors insolvency
      • new licenses, patents, and any significant trademarks
      • significant orders received from customers
      • any proposals for social agreements or relevant events that could significantly affect the capital and/or organizational structure of the company or the progress of the business
    4. Other relevant information on the company. Any other documentation or relevant information that the company brings to the attention of any other shareholder of the company, that is not a represented in the board of the company.
  • The shares of the fund are recorded in the books of the asset manager, Bewater Asset Management SGEIC, SA, registered with the CNMV.

    Additionally, the entire investment and divestment process or signature of agreements is recorded in Bewater Funds database. Particularly, both the interests and transactions are stored.

Operation of the website

  • There are two possible investment situations: the initial offer during the creation of a new fund and the subsequent investment-divestment in shares of the fund.

    Initial offer. The initial process of purchasing the shares of a company by Bewater Funds and the subsequent purchase of participating shares containing economic rights is very simple:

    1. The owner of the shares contacts the members of Bewater Funds’ Board of Directors, Indexa Capital or a third party to offer said shares at a determined price and quantity. To do so, please contact us.
    2. The company whose shares are to be sold is requested to sign a contract for the transfer of information to Bewater Funds. Here you can find details about the contract.
    3. Bewater Funds will publish information about the selected company: description, figures, previous expressions of interest received, transactions, related persons, etc. Here’s an example.
    4. The shares are offered for sale on bewaterfunds.com. Expressions of interest can be collected over a set period, between 3 and 90 days, during which investor’s offers (price and quantity) are recorded.
    5. After this time, if there is enough interest, the offer is closed.
    6. If the sellers have not previously renounced their preemptive acquisition rights (usually they have done so), the remaining partners will be notified and given X days (according to statutes, partner agreements, or the law) to exercise their pre-emptive acquisition rights.
    7. After this time has elapsed, either shareholders have used their preemptive rights or Bewater Funds acquires the company shares, establishes the fund, and sells the fund shares containing economic rights to investors.
    8. Bewater Funds will pay investors future returns on the shares at the moment in which they occur: both dividends and capital gains (discounting the corresponding commissions).
  • All people involved in the management of Bewater Funds adhere to a strict code of conduct that, among other things, establishes the procedure for resolution of potential conflicts of interest.

    The code to which they adhere is the one established by the CNMV and you can find it here.

    A conflict of interest is considered any situation in which the interest of the client or investor clashes with the personal interest of a partner, administrator or employee of the Management Company.

    In the event that a shareholder, administrator or employee has a conflict of interest, they must communicate the conflict in writing to the secretary of the Board of Directors who will take the necessary appropriate measures aimed at resolving the conflict. In case a resolution can not be reached, the conflict will be communicated to all parties with the greatest possible transparency.

  • Summary:

    • Management fee of 1% per annum on the entry cost, paid in advance by the shareholder, with a proportional reimbursement in case of selling shares before the year end.
    • A 10% fee on the capital gains incurred in the event of fund shares sale.
    • A transaction fee of 0.75% on the value of the fund shares sold to be paid by the seller. This fee is charged only in the event that the sale occurs.

    As manager of the CEF, Bewater Funds charges the following fees:

    1. Management Fee: The Asset Manager will receive a management fee as compensation for the corresponding CEF management service. This fee amounts to 1% per year on the initial value of the fund shares, regardless of any future appreciation. This fee is paid when the investor becomes a shareholder or when there is a capital increase in the fund.
    2. Carried interest: The Asset Manager will receive the fees exclusively on the capital gains realised by the shareholder after liquidating part of or the whole investment. The fee will be charged at the time of reimbursement and will be deducted by the Management Company from the amount reimbursed or distributed. This fee will be 10% of realised capital gains. Acquisition value is calculated as the acquisition value of the fund shares, minus the dividends and positive cash flows obtained by the investor during the period and to which are added, the management costs paid by the shareholder.
    3. Share transfer fees: The asset manager will receive a commission of 0.75% on the value of fund shares transferred. This fee is charged in consideration of services provided by Bewater Funds in finding a counterpart for the seller and is only charged once the sale is completed.

      If the seller earns capital gains from the sale, they will have to pay this fee as well as the carried interest described above. If not, only the 0.75% commission will be charged.

    4. The commissions described above are exempt from VAT since they are management and brokerage commissions. The LMV art. 108 establishes the exemption of VAT for management and brokerage commissions as well as advisory services, and the VAT law 37/1992 art. 20.1 n) and 18 letter g, declares exempt management and brokerage commissions as well as advisory services of collective investment vehicles.

      You can see all the details on the terms and methods of payment of fees in the Tarif list.

  • Bewater Funds establishes the necessary mechanisms to avoid the use of insider information by investors. Particularly:

    1. The identity of persons the manager knows could have insider information about the company (administrators or persons attending board meetings) is available on the company’s website (under the “people” tab). Additionally, any expressions of interest presented by said persons will always be marked with an asterisk.
    2. In the information disclosure document signed by the company, it is established that any sensitive and relevant information disseminated to persons not included in the previous list, must be notified to all investors immediately.
  • Bewater Funds takes the interests of companies and investors related to the funds very seriously. Therefore, we have defined the following protection elements for investors and companies.

    Protection for investors (shareholders):

    • Investors must understand the risks they are assuming.
    • Funds can only be created with companies having a professional minority investor defending the interests of other minority shareholders.
    • Adequate information: Companies included have the obligation to provide complete and accurate information to be updated biannually.

    Protection for invested companies:

    • Bewater Asset Management S.G.E.I.C, de Tipo Cerrado S.A. , is the guarantor that the company will receive payments from shareholders.
    • Bewater Funds guarantees all contractual information will be duly signed and filed.
    • Obligation to keep a central archive of positions and transactions.
  • Steps to creating a CEF:

    • Sellers indicate a maximum price and a quantity, for example 100 shares of Dropbox at € 100 per share. The period for collecting expressions of interest is opened and prospective investors are shown a draft of the fund's prospectus.
    • Bewater Funds notifies accredited investors that they can send their expressions of interest.
    • For example 2 investors send expressions of interest, one of 70 shares at € 80 and another of 50 shares at € 100.
    • The seller sees both offers in order to see which they prefer.
    • The seller confirms that they prefer to sell 100 shares at 80€ per share. The operation is closed by bewaterfunds.com. Investors in the fund are then given 5 days to deposit the money in the fund’s account.
    • The fund’s prospectus is delivered to investors, who transfer payment to the fund’s account and receive a payment receipt.
    • The Asset Manager then goes to the notary to buy the shares of the company and transfers the money to the seller.
    • Bewater Asset Management creates the Closed End Fund (CEF) Bewater Dropbox and the shares are issued. The fund manager transfers the shares of the CEF to the shareholders (all shares have the same price).

  • If you have any complaints or claims regarding the operation of the website bewaterfunds.com, please, contact us indicating your complaint or claim in the title and we will contact you within a maximum of 3 business days.

  • Contact us with any other questions you may have.

  • All information available to the user once identified with his email and password is considered Confidential Information and cannot be revealed to a third party without the express consent of Bewater Asset Management SGEIC. When the user registers at the website, he accepts the Confidentiality Agreement available at Terms and Conditions and Legal Notice.

Add a company to the web

  • Yes, it is convenient , to guarantee the quality of the information provided to investors by Bewater Funds it is necessary to have a commitment of information from the company.

    In some cases it may be necessary to make a few small changes to the company’s existing shareholders agreement to make room for Bewater Funds as an investor.

    1. Increased company visibility.
    2. New source of financing, given that investors will be able to gain new capital increases through Bewater Funds.
    3. Increased company valuation. The CEF shares will generally become more liquid than company shares, and subsequent transactions will reflect the evolution of their value. This CEF is especially interesting for stock option plan employee remuneration or capital increases.
    4. Simplification of share ownership.Bewater Funds allows for several shareholders to be replaced by Bewater Funds, who will syndicate their political rights with a professional investor.
    5. Access to new partners
    6. Lower cost of obtaining liquidity compared to other formulas such as listing on a regulated market.
    7. Value from illiquid assets Stock options or phantom shares could find liquidity in Bewater Funds.
  • To be able to provide information on the company through bewaterfunds.com, it is required to have an official commitment to provide information on behalf of the company. Here is an example of the information contract.

    In some cases it may be necessary to make a few small changes to the existing shareholders agreement in the company to accommodate Bewater Funds as an investor.

    • Bewater Asset Management has an agreement with Indexa Capital to present us with investment opportunities that it analyses and filters. You can contact Indexa Capital at indexits@indexacapital.com
    • At Indexa Capital you will work with a team that has successfully invested in more than 40 unlisted companies.
    • They are fast, you should know if there is interest for the purchase of shares in your company within 30 days.
    • They can value your company and your shares.
    • They only charge you if your shares are sold. They can charge up to 5% for their mediation services.
    • They usually reduce the liquidity discount of shares in unlisted companies, often going for 25 to 50% below the market price.