Investor’s frequently asked questions

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 if 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 incorporated, shareholders of CEF can express the asset manager their interest in selling their shares though the website.

Purchase and Sale of fund shares. Once the initial incorporation of the fund is completed, shareholders of CEF can express the asset manager their interest to buy or sale their shares though the website.

1. Shareholders of the fund can express the asset manager their interest to buy or sale their shares
2. In the case of matching interest, the transaction is completed.
3. In case any investor irregularities are detected, the investor will be expelled from the system.

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 or alternatively a large enough number of trades in the relevant market;
   
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.

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 and at least 400,000 euros of sales in the last twelve months.
2. A Shareholders Agreement that protects the interests of minority shareholders.
3. 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 flow or the ability to reach it with their existing cash.
4. Companies with a valuation of less than 10x sales.
5. Company stakes between 5% and 49%.
6. Minimum investment is 300,000 euros.

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.

Being invested in by Bewater Funds has advantages for the company:

• Lower financing costs than listing in an official market (listing a company in the MAB can cost more than € 300,000 and an annual cost of over € 100,000).
• Valuation of the company, endorsed by selection by the Asset Manager.
• Support from the Asset Management team to help grow the company.
• Possibility of simplifying the capital structure of the company, grouping several investors into a single Fund.
• Access to a new pool of investors who could meet future capital increases if necessary.
• The company can gain exposure of the investor universe.
• Availability of a vehicle to provide the investors in the company that want to exit or enterpreneurs that would like to diversify the risk liquidity

Investing through Bewater Funds has many advantages:

• Pre-selection of companies by the asset manager, composed of a team that has invested in more than 50 private companies.
• Follow up by the Asset Manager, who requires all SLs to have a shareholders agreement to protect the interests of minority shareholders.
• Possibility of investing in a single fund, or diversifying through investments in multiple funds.
• Shareholders of CEF can express their interest in selling their shares though the website with a simple click.
• Commissions up to 74% lower than an average Spanish venture capital fund: Fees.
• High level of skin in the game by the management team, who invest at least 20% of every fund at the incorporation

The following risks, among others, are assumed with the acquisition of Shares of the Fund that entail economic rights to a company:

General risks:

1. Market risk: consisting of the depreciation of the market value that the shares may experience during the time of being a shareholder of the Bewater Funds, and up until the sale of the shares to a third party.
2. Liquidity risk: consisting of the difficulty in finding a buyer for the Assets or their shares.
3. Counterparty risk: Consisting of the delay in the acquisition of the Assets, or even upon the lack of payment of total or partial disposal thereof.
4. Risk of non-compliance: with the restitution of contributions or payment of dividends, interest or principal by the Investee.
5. Risk of lack of diversification: the investor may choose to invest in a single fund, but it is advisable to invest in more than 10 funds.

Specific risks:

1. It is possible to lose all the money invested in a fund, so it is advisable to diversify.
2. The Asset Management Company invests 0.5% of each fund at fund constitution and generally puts its shares up for sale after two years.
3. The Bewater Funds management team takes at least 10% in the constitution of the fund. Over time, you can reduce your position in the fund by expressing your interest to the Asset Management Company.
4. If units are subscribed after the constitution, it may happen that at the time of liquidation of the fund some shareholders gain and others lose, due to the different subscription price of each one. The Asset Management Company may be forced to sell at an undesirable price because it usually signs a drag along clause whereby, in general, 51% of the capital of a company can drag along the other partners. This is done to make it easier for companies to sell themselves, but sometimes we will be dragged against our opinion. In addition, the Asset Management Company must act in the best interest of the majority of the fund's capital, so it could vote to sell a company in which the majority of the fund's capital gains and a minority % of the fund's capital loses.
5. The management company can be hired to intermediate the sale of shares subscribed in a fund, but there is no guarantee that a counterparty will be found for it.
6. The funds have no fixed end date. Therefore, on the one hand, they can remain in a company's capital for a long time, which is often a positive situation, but can lead to illiquidity over a very long period of time. However, all the companies in which the Asset Management Company invests are intended to be sold.

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 release of information, and we usually also ask for a waiver of the current shareholder prefered acquisition right over the shares for sale.
3. Then, Bewater Funds 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 fixed 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 prefered acquisition rights (usually they have done so), the remaining partners will be notified and given X days (according to bylaws, 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:

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.

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 the investor the possibility to sell the CEF shares if a buyer is found.

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.
• 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, waive the preferred shareholder's rights or the free allocations corresponding to that investment.
• Generally, 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 if a buyer is found (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.

Therefore, in order to always defend the interests of the investor, Bewater Asset Management will only invest in companies that have a shareholders agreement protecting the interests of minority investors.

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.

1. Shareholders of CEF can express their interest in selling their shares though the website to find a buyer. Therefore, possible limitations of transferability no longer affect it. However, it is necessary to find a buyer for the fund shares.
2. The company will interact with only one shareholder, Bewater Funds, thereby simplifying the cap table.

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.

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.

Summary:

• Management fee between 1% and 1.5% per annum on the entry cost (depending on the fund), paid in advance by the shareholder, with a proportional reimbursement in case of selling shares before the year end.
• A fee on the capital gains between 10% - 15% (depending on the fund) 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 funds, 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 will amount to a figure between 1% and 1.5% annually (depending on the fund) 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.

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 a bell.
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.
• Adequate information: Companies included have the obligation to provide complete and accurate information to be updated biannually.
• Bewater Funds will enforce their shareholders agreement, that protects the interests of minoritary shareholders.

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.

Related with the obligation to prepare a Policy for the exercise of voting rights included in article 37 of Delegated Regulation (EU) 231/2013, Bewater Asset Management SGEIC SA., points out that:

• The manager has decided to participate as an observer on the boards of directors instead of acting as administrator on them.
• The manager will exercise the vote at the General Shareholders' Meeting, always taking into account the best interest of the fund's investors.

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.

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 shareholders will be able to gain new capital increases through Bewater Funds.
3. Increased company valuation. The CEF shares have less restrictions to be sell 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.
5. Access to new partners
6. Lower cost of financing compared to other formulas such as listing on a regulated market.
7. Value from illiquid assets Bewater Funds could invest in stock options or phantom shares.

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.

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 info@indexacapital.com
• At Indexa Capital you will work with a team that has successfully invested in more than 50 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.