FAQs for Investors: Future Fund - British Business Bank

All defined terms in this document are set out in the Glossary of Terms document available on the portal.

These FAQs are provided for informative purposes. They are not intended to provide advice of any kind (including legal, financial, tax or other professional advice). You should seek professional or specialist advice before doing anything on the basis of this content.

The Future Fund scheme has now closed for new applicants. We are now processing applications which were correctly completed and submitted by a lead investor and matched by the investee business before 23:59 GMT on Sunday, 31 January 2021, when the scheme closed to new applications. The online portal will remain open for Investee companies with legally completed CLAs to submit information and MI for portfolio monitoring purposes.

Please see the Closure of Scheme FAQs for further information on how this impacts new and existing applicants.

Who can apply for the Future Fund?

This is an investor-led scheme which means the Lead Investor applies on behalf of itself, the Investee Company and the Other Investors and provides information about the Investee Company and the Other Investors. Initial stages of the Application will be made by the Lead Investor, with the Investee Company subsequently providing and verifying information during the later stages of the Application. Information about the Lead Investor and the Other Investors is used by the portal to conduct certain checks on them, to compile execution versions of the legal documentation and to send those execution versions out to the Lead Investor and the Other Investors.

What is the definition of ‘Other Investors’?

Please refer to the Glossary of Terms.

What is the definition of ‘Lead Investor’?

Please refer to the Glossary of Terms.

If I want to be a Lead Investor in a number of companies can I make a single application for all the companies in which I am planning to invest in order to receive the Future Fund matched funding?

No. The Lead Investor will have to make a separate Application for each company for which it is leading a proposed investment.

Does the Lead Investor have to commit the largest matched investment?

No, however, the Lead Investor must invest at least £12,500.

Is there a limit to the number of companies in which I can invest, either as an Other Investor or Lead Investor?

There is no limit to the number of companies in which you can invest, whether as Lead Investor or otherwise.

What should I do if I am unsure about my eligibility status or whether to invest in the Future Fund?

It is each Investor’s responsibility to ensure that you are eligible to make a Loan and to ensure you are comfortable making such a Loan. If in doubt, you should seek independent legal advice and/or seek advice from a financial adviser who is authorised under the Financial Services and Markets Act 2000.

Please ensure that all preparatory work and confirmations required for an application are completed and approved by the business ahead of 23:59 GMT on Sunday 31 January 2021 as this is the point at which the portal will be closed to new applications. Any changes to the application (such as a change in the lead investor, change to investment amount etc) after this date may delay the processing of the application or may result in the application being rejected.

What are the investor eligibility criteria for the Future Fund?

Investor eligibility criteria can be found on the Investor page of the website. Find further information about the scheme.

Can Other investors oversubscribe / overmatch?

Yes, the matched funding requirement is that the Lead Investor and the Other Investors invest in aggregate an amount equal to or greater than the amount requested from the Future Fund.

In addition, following completion of the CLA transaction in which the Investors participate, it is also possible for Investee Companies to raise further sums within 90 days up to the headroom amount agreed in the CLA. Note that such further investment must be arranged by the Investee Company outside of the portal and does not qualify for matched funding from the Future Fund.

Why are Other Investors (i.e. investors other than Future Fund and the Lead Investor) limited to 147?

The number of Other Investors should not exceed 147 to avoid Investee Companies having to produce a prospectus. The Prospectus Regulation includes an exemption whereby a prospectus is not required if an offer is made to fewer than 150 investors. Limiting the number of Other Investors to 147 and adding the Lead Investor and the Future Fund ensures the total number of investors in any Investee Company are fewer than 150.

Will the CLA be SEIS or EIS eligible?

HM Treasury and HMRC are responsible for all decisions on tax reliefs, including on SEIS and EIS.

It is our understanding that the structure of the CLA does not meet existing rules for SEIS or EIS eligibility. Compatibility with tax schemes is a matter for HM Treasury and HMRC.

Will the CLA be eligible for Venture Capital Trust (VCT) investment?

HM Treasury and HMRC are responsible for all decisions on tax relief schemes, including VCTs.

It is our understanding that the structure of the CLA does not meet existing rules for VCT eligibility. Compatibility with tax schemes is a matter for HM Treasury and HMRC

Will you be monitoring if investors do become signatories of the Investing in Women Code?

HM Treasury maintains an up-to-date public list of signatories to the Investing in Women Code.

The British Business Bank works closely with HM Treasury to support and promote the Investing in Women Code. As part of the evaluation of the Future Fund, the Bank expects to monitor investors’ commitment to the Code.

Will entering into the CLA affect the SEIS or EIS compatibility of investments made prior to the CLA?

HM Treasury and HMRC are responsible for all decisions on tax reliefs, including on SEIS and EIS.

The government has confirmed that such previous investments will not be affected where the convertible loan converts into shares. Where the convertible loan note redeems, we have been alerted that the government intends to make changes to the rules to clarify that this is compatible with such previous investments.

Will entering into the CLA affect the SEIS or EIS compatibility of future investments?

HM Treasury and HMRC are responsible for all decisions on tax reliefs, including on SEIS and EIS.

What is meant by “public sector funding”?

For these purposes, public sector funding includes (but is not limited to) funding from central Government departments, local authorities, local enterprise partnerships, public sector investors and European Structural and Investment Funds.

Can investors who have received public sector funding (from any source) prior to applying to the Future Fund make an Application with the public sector funding being used as source of funds?

Yes, provided such investors are Eligible Investors and meet all three of the following criteria:

Investment decisions are made by private sector investment advisers, fund managers or trustees (or similar) with no influence from any public sector bodies or public sector investors.

This means that having a public sector body or representative sitting as part of an investment committee or exercising any other control over which investments were made would rule that investor out.

Public sector investors may, however, agree a defined investment mandate at the outset (which may be designed to achieve certain outcomes, such as investing in an equity gap), and provided the adviser, manager or trustee has full discretion in executing that mandate, investment decision making will be considered sufficiently independent for these purposes.

Participation of a public sector body or representative in an investor advisory committee, oversight panel or strategic board (or similar), will also be considered compatible with independent investment decisions making, provided such committees, panels, boards or similar are advisory only and have no power or authority to control investment decisions.

There must be a carried interest provision, profit share, or equivalent performance-based compensation, to incentivise the private sector manager, adviser or trustee (or similar) to make commercial decisions.

Evidence of this will be requested as part of the application process. This can include, for example, copies of limited partnership agreements or investment management agreements. We appreciate that each structure is different and the evidence required may vary.

The public sector funding must be deployed alongside private sector funding in your structure.

Private sector funding can sit alongside the public investment in different ways. For example, in a fund that is set up as a form of partnership, public sector funders and private sector funds invest alongside each other as limited partners. In a co-investment structure, private sector funding would be deployed alongside public sector funding on a match funded, deal-by-deal basis.

A Future Fund investment pursuant to a CLA will not count as private sector match funding for the purpose any of the rules applicable to the public sector funder, including those related to meeting its state aid obligations.

For these purposes, funding sourced from the European Investment Fund’s or the European Investment Bank’s own funds is considered private sector. Pension funds whose members are public sector beneficiaries (e.g. local authority pension funds) are also considered private because the source of funding is members’ savings and not public sector funding.

Does a crowdfunding nominee SPV which represents all of the underlying crowdfunding investors qualify as a Lead Investor?

Yes, if the platform’s nominee SPV is the investor on record and a party to the CLA on behalf of the underlying crowdfunding investors.

If any crowdfunding investors are also to invest directly (outside the nominee structure) they would need to be added as “Other Investors” through the Application, with their details to be provided as they would also become parties to the CLA.

Do AIM quoted companies qualify, as under tax guidance they are unlisted and unquoted?

No. AIM quoted companies will not qualify, nor will companies with shares admitted to trading on any other similar market, stock exchange or listing venue.

Will companies incorporated in Scotland, Wales or Northern Ireland also be able access this funding?

The Future Fund is open to eligible companies incorporated in England and Wales, Scotland or Northern Ireland.

What sectors can access the Future Fund?

The Future Fund is open to eligible companies operating in all sectors.

What is the timeframe for investment under the Future Fund?

The Future Fund launched in May 2020 and the scheme has now closed for new applicants. We are now processing applications which were correctly completed and submitted by a lead investor and matched by the investee business before 23:59 GMT on Sunday, 31 January 2021, when the scheme closed to new applications. The online portal will remain open for Investee companies with legally completed CLAs to submit information and MI for portfolio monitoring purposes.

Won’t this crowd out private investment / distort the market?

This is a temporary and targeted programme to address funding challenges arising from the Coronavirus pandemic.

Does the Government expect to make a return?

The Future Fund will operate on a fully commercial basis, on the same terms as third-party investors.

Will angel investors who have invested in start-ups qualify?

Yes, subject to meeting the eligibility criteria for the Future Fund.

Why are you asking investors to sign the Investing in Women Code?

The Future Fund has signed the Investing in Women Code and is encouraging other investors to sign because we strongly believe in the value of diverse teams and their importance in business.

The Investing in Women Code is a voluntary commitment to support the advancement of female entrepreneurship in the UK by improving female entrepreneurs’ access to tools, resources and finance from the financial services sector.

The Code requires signatories to take steps to ensure senior responsibility and data transparency and that they adopt appropriate internal practices.

Investors can read further information and sign the Code.

Can the £250,000 previous third-party investment requirement include shares transferred (instead of new shares issued) e.g. secondary purchase of shares as opposed to buying new shares?

No. Only new shares issued by the Company and subscribed for by third party investors will count towards this eligibility criterion – share transfers will not be relevant to this criterion.

When do I have to have previously raised £250,000 external equity funding by?

An Investee Company must have closed at least £250,000 of equity investment for cash consideration from third-party investors in the period 1 April 2015 to 19 April 2020 inclusive. Any application will be subject to the eligibility criteria.

Can directors’ and employees’ investments to date count towards the £250,000?

The Investee Company must have raised at least £250,000 in equity from third-party investors in previous funding rounds in the last five years (from 1 April 2015 to 19 April 2020, inclusive). Third-party investors means investors other than any connected person of the Investee Company, any founder, employee, worker or consultant or their connected persons (see Glossary of Terms for full definition).

Investment from any non-executive directors and directors appointed by investors are considered “third party” for the purpose of this company eligibility criterion.

Can a director, founder, CEO, employee, consultant or other persons working for an Investee company invest in the CLA?

In order for their investment to qualify for matched funding when investing in the round alongside the Future Fund and other Investors, investors working for the Investee Company will need to fall within one of the categories of Eligible Investor and also qualify as a Private Investor(s). See the Glossary of Terms for the definitions of “Eligible Investor” and “Private Investor”.

A director who is eligible to invest on this basis cannot act as both a Lead Investor and the signatory of the Director’s Certificate on behalf of the Investee Company. A different director would need to execute the certificate.

If a director, founder, CEO, employee, consultant or other person working for the Investee Company does not qualify as a Private Investor, any investment from such a person will not qualify for matched funding by the Future Fund. However, under the terms of the CLA, it is possible for additional investment from further investors to be subscribed as part of the Headroom Amount.

If I own a majority of the shares in an Investee Company can I invest in the CLA?

Eligible Investor must also qualify as Private Investors. Please see the Glossary for details of these defined terms. Private Investors exclude investors who are “connected persons” as defined in the Corporation Tax Act 2010 sections 1122-1123. Broadly speaking, a connected person is a person who controls a company alone or with persons connected with that person. As such, a majority owner or connected persons that own a majority of shares in an Investee Company will not be able to invest in the CLA and qualify for matched funding by the Future Fund.

However, under the terms of the CLA, it is possible for additional investment from non-private investors to be subscribed as part of the Headroom Amount.

If you are unsure of whether you, or persons you are connected with, are connected persons within the meaning of the Corporation Tax Act 2010, please consult with your legal advisers.

What happens if the eligibility criteria are not met?

If the eligibility criteria are not met, your Application will not be able to proceed.

Will the Future Fund be split into sub-funds for different sizes of investment?

No. Applications will be processed on a “first come, first served” basis. The Future Fund will not be split into sub-funds for different sizes allocated by size of investment.

How will the Future Fund ensure that funding is distributed to companies across the UK?

The Future Fund is open to companies in all regions and countries of the UK.

Applications from potential investors will be assessed and allocated funding on a first-come-first served basis, subject to meeting the eligibility criteria. Controls are in place to reduce privileged access by more advanced potential investors submitting Applications in respect of a large number of companies on the same day.

How do I start an Application?

You can start an Application by clicking the ‘Start a new application’ button of the Investor page on our website.

How long does it take to fill in the initial part of the Application?

Completion of the initial part of the Application should not take a long time, but will require the Lead Investor to have certain information to hand – this information is set out at the start of the Application process.

Can I submit multiple applications at the same time?

Yes, you can submit multiple Applications. Each Application on behalf of a company must be made separately (i.e. you cannot submit one Application for multiple companies).

Can an Investee Company have more than one Application?

No, only one Application per Investee Company can be accepted. A Lead Investor must initiate an Application on behalf of all the Investors (other than the Future Fund) that would propose to participate in the funding. Matched funding must be evidenced in full for the Application to be processed.

I’ve submitted an Application. What happens next?

Given the high volumes received in the final days of the scheme we are experiencing a longer application processing timeframe. The difference between application timelines will depend on a number of factors including the speed at which applicants are able to provide information and review documentation.

Investee Company to confirm application

The Investee Company will provide additional information in support of the Application and confirm that they are happy for the full Application to be processed.

You should receive an email with more information about what happens next in the process.

Is there a minimum commitment required per Eligible Investor?

There is a required investment of at least £12,500 for the Lead Investor, but there is no minimum investment for Other Investors.

Will all matched funding need to be agreed when submitting the Application?

The Lead Investor completing the Application, is required to provide details of the total amount of funding proposed to be raised under the CLA, along with contact details and amounts to be invested by all Other Investors.

The amount of funding available from the Lead Investor and the Other Investors would also determine the amount that could be matched by the Future Fund.

Is there a limit on the number of companies that a Lead Investor can apply to be funded?

No, there is no limit.

If a Lead Investor in conjunction with or on behalf of a group of Other Investors, submits multiple applications on the same day and there are a high number of other applications on that day then only one application made by that Lead Investor may be processed on that day.

Is there a currency requirement for the investment funds?

All investment funds need to be in pounds sterling. All investments being made by Investors will also need to be made in pounds sterling.

Are any terms of the CLA negotiable?

The form of the CLA is a fixed, standard form document. However, certain terms of the CLA, including the interest rate, conversion discount, headroom amount and valuation cap are negotiable between the Investors (other than the Future Fund) and the Investee Company in advance of Application. However, the interest and discount rates cannot be lower than 8% and 20% respectively. If no headroom amount or valuation cap is agreed, they will default to zero and void, respectively.

What is the conversion discount rate?

The conversion discount will be 20%, unless a higher rate has been agreed with the Investee Company and the Investors (other than the Future Fund). Please refer to CLA for further details.

In the scenario where the Loans convert, which government entity would be on the relevant Investee Company’s cap tables?

UK FF Nominees Limited. This entity holds legal title to the Future Fund’s Loans and any shares resulting from their conversion on behalf of the government.

Can an Investee Company repay the Loans if it chooses?

The Investee Company cannot choose to repay its Loan. The Loans will either convert into shares or be repayable in certain circumstances, such as: specific exit events; maturity of the Loan; or on an event of default by the Investee Company.

How do the Loans rank with existing debts of the Investee Company?

The Loans shall rank pari passu with all other unsecured indebtedness or obligations of the Investee Company and shall be subordinated to any secured debt of the Investee Company.

How does this rank with existing ASA’s and would they qualify as a match?

Existing ASA’s do not qualify as a matched funding for the purposes of the Future Fund, nor do they qualify as equity raised until they have converted into shares.

How will the Future Fund ensure that funding decisions are fair and that it supports a broad range of companies?

The Future Fund allocates funding by applying a set of standardised eligibility criteria. These criteria are published on the website. They have been developed to allow for a broad range of companies to benefit from the Future Fund, while protecting taxpayer investment.

To protect the use of public funds, all applications will be assessed against UK Government investment standards on specific jurisdictions by reference to factors such as sanctions, tax transparency, and the cost and complexity of implementation. The UK Government will also take into account concerns around the proper use of public finances and wider public policy risks, as well as whether investment would undermine the integrity or public credibility of the Future Fund.

Why are you collecting information on diversity as part of the Application process? What will you do with this data?

The Future Fund is collecting data on the diversity of companies to enable us to monitor the diversity of the Applications we receive. The Application asks for the gender mix and ethnicity mix of the management team and the region where the company is based. Providing gender mix and ethnicity mix data information is optional (region is given by the company address).

The Future Fund and British Business Bank will anonymise and aggregate this data and plan to publish it to contribute to increased transparency of the investment markets.

View our privacy notice here.

Will diversity statistics for the Future Fund be published? If so, when will these statistics be available?

The Future Fund and British Business Bank plan to publish anonymised and aggregated diversity statistics to contribute to increased transparency of the investment markets. These statistics will be published once a sufficient number of applications have been made to Future Fund for data to be meaningful.

View our privacy notice here.

Will the CLA have tax consequences for the Investee Company, the Lead Investor and/or any Other Investor?

Entering into the CLA and/or undertaking any of the actions contemplated by it may have tax consequences for the Investee Company and/or any of the Lead Investor or the Other Investors, some of which could potentially be adverse. We would strongly recommend that the Investee Company and each Lead Investor and Other Investor seeks its own tax advice prior to entering into the CLA and/or undertaking any of the actions contemplated by it.

Will the CLA have accounting consequences for the Investee Company and/or the Lead Investor or any Other Investor?

Entering into the CLA and/or undertaking any of the actions contemplated by it will have complex accounting consequences for the Investee Company and each of the Lead Investor and the Other Investors. We would strongly recommend that the Investee Company and each Lead Investor and Other Investor seek accounting advice prior to entering into the CLA and/or undertaking any of the actions contemplated by it.

How does the interest rate work?

The rate of interest applicable will be no less than 8% (non-compounding), but may be higher for all Investors (including the Future Fund) if that has been agreed between the Investee Company and Investors (other than the Future Fund) prior to the Application.

When can the Loans convert into equity?

The Loans can convert into shares in the Investee Company in a variety of circumstances, including fundraisings, exit events and upon the maturity of the Loans. Please note that Loans may alternatively be repaid on an exit event or at their maturity date either at the election of Investors or, in certain cases, automatically.

When will the Loans mature?

The Loans will mature 36 months after the execution date of the CLA.

How do I view open Applications?

You can view all open Applications by logging into your Future Fund online account, and clicking on the ‘View open applications’ button. Here you can see the status of the Application.

How do I sign into my account?

You can sign into your account by clicking on the profile icon on our website (top right-hand corner).

What information does a Lead Investor need to submit an Application concerning a company?

You will need the following information on the Investee Company:

Investee Company name

We will use this to source and automatically populate the following information which we ask you to check:

legal form;
date of incorporation;
country of incorporation;
UK Company Registration Number;
registered address;
operating/trading address (if different);
website address (if applicable);
industry (SIC Code); and
nature of business.

You will need to provide the current stage of equity financing of the Investee Company (for instance, start up, seed, early stage, later stage, venture capital, growth capital).

You will need the following information on the proposed investment:

aggregate amount of the Loans proposed to be provided by the Investors (other than the Future Fund);
amount of the Loan requested from the Future Fund;
amount you, as the Lead Investor, propose to invest and
whether you have previously invested in the Investee Company (yes/no).

If you are investing with Other Investors:

number of Other Investors
for each Other Investor:
- whether they are an Investor who is an individual or Investor Company;
- if an individual: Name, Date of birth;
- if a company: Name, UK Company Registration Number;
- email address;
- telephone number; and
- investment amount.

You will need the following information on reasons for applying for the Future Fund:

reason for applying; and
the intended use of funds.

You will need the following information for a contact at the Investee Company:

name;
job title (must be a director or company secretary);
email address; and
telephone number.

Once an Application is submitted, we will perform checks and may request further evidence.

What information do I need to create a Future Fund account, as an Investor: if I am an Investor and an entity (regulated entity or non-regulated entity)?

To submit the application you must be a director or company secretary of the entity.

You will need the following information to set up a Future Fund portal account:

name;
job title;
email address;
password; and
telephone number.

You will need the following information on your entity:

entity name.

We will use this to source and automatically populate the following information which we ask you to check:

legal form;
date of incorporation;
country of incorporation; and
Company registration number.
registered address
operating/trading address (if different)

You will need the following information if the entity is regulated:

regulatory authority; and
regulated reference number (e.g. FCA FRN).

You will need the following information on yourself:

name;
date of birth;
country of birth;
citizenship;
residential address; and
image or scanned copy of a photo ID (driving licence, passport, identity card).

You will need to tell us if your entity has received any other public sector funding prior to applying for funding from the Future Fund.

Once an Application is submitted, we will perform checks and may request further evidence.

What information do I need to create a Future Fund account, as an Investor: if I am an investment or fund manager/advisor and an entity (regulated entity or non-regulated entity)?

You will need the following information to set up a Future Fund portal account:

name;
job title;
email address;
password; and
telephone number.

You will need the following information on your entity:

entity name.

We will use this to source and automatically populate the following information which we ask you to check:

legal form;
date of incorporation;
country of incorporation;
Company registration number;
registered address; and
operating/trading address (if different).

You will need the following information if the entity is regulated:

regulatory authority; and
regulated reference number (e.g. FCA FRN).

You will need the following information on the investment/fund manager/advisor:

fund (fund, entity or managed account) name (as applicable); and
fund (fund, entity or managed account) LEI (as applicable).

You will need the following information on yourself:

name;
date of birth;
country of birth;
citizenship;
residential address; and
image or scanned copy of a photo ID (driving licence, passport, identity card).

You will need to tell us if your entity has received any other public sector funding prior to applying for funding from the Future Fund.

Once an application is submitted, we will perform checks and may request further evidence.

What information do I need to create a Future Fund account, as an Investor: if I am an Investor who is an individual (regulated individual or non-regulated Individual)?

You will need the following information to set up a Future Fund portal account:

name;
job title;
email address;
password; and
telephone number.

You will need the following information on the Investor:

name;
date of birth;
country of birth;
citizenship;
residential address; and
image or scanned copy of a photo ID (driving licence, passport, identity card).

Once an application is submitted, we will perform checks and may request further evidence.

What information do I need to create a Future Fund account, as an Investor: if I am an investment or fund manager/advisor who is an individual (regulated individual or non-regulated individual)?

You will need the following information to set up a Future Fund portal account:

name;
job title;
email address;
password; and
telephone number.

You will need the following information on the Investor:

name;
date of birth;
country of birth;
citizenship;
residential address; and
image or scanned copy of a photo ID (driving licence, passport, identity card).

You will need the following information on yourself:

name;
date of birth;
country of birth;
citizenship;
residential address; and
image or scanned copy of a photo ID (driving licence, passport, identity card).

You will need to tell us if your entity has received any other public sector funding prior to applying for funding from the Future Fund.

Once an application is submitted, we will perform checks and may request further evidence.

I am an overseas investor, can I invest in the Future Fund?

Yes provided you are an Equivalent Professional, High-Net Worth, Institutional or Sophisticated Investor; that your access to the portal is permitted within your jurisdiction; that you have followed all necessary formalities and obtained all necessary consents required to participate in the Future Fund scheme; and you are able to enter into the CLA without it constituting a breach of any laws in your jurisdiction.

If you are uncertain, please seek independent legal or professional advice on the consequences of making or participating in an Application.

Is the Future Fund making any offer of Loans or shares to the public through this portal?

No. The Future Fund is the name of a UK Government COVID19 support scheme and is not a legal person or entity or fund vehicle. It is not offering any securities or shares to the public.

Instead, Eligible Investors who have decided to make a Loan to an eligible Investee Company on the terms of a Convertible Loan Agreement may apply to the Future Fund for a Loan to be made to the Investee Company on a matched basis on the terms set out in this portal.

This portal contains details on, and access to, the Application process only. It does not contain any information on any particular Investors or Investee Companies who may choose to participate in the Future Fund scheme. The Future Fund does not offer a ‘matchmaking’ service where companies can find investors (and vice versa) on the portal.

Could Investee Companies be making an offer of Loans or shares to the public through the portal or otherwise?

Investee Companies are not able to make any offer of their Loans (or shares after conversion) through the Future Fund portal.

The Application process is Investor-led and the parties Investors (other than the Future Fund) and the Investee Company will need to have already decided to apply for a matching Loan from the Future Fund before submitting an Application. This portal does not contain any information on any particular Investors or Investee Companies who may choose to participate in the Future Fund scheme.

It is possible that Investee Companies and Investors may need to have regard to relevant securities offering laws in the United Kingdom or in other markets in relation to their activities prior to making an Application on this portal and thereafter.

A limit of 147 Other Investors (in addition to the Future Fund and the Lead Investor) has been included in the Application process to ensure that a Convertible Loan Agreement is always entered into by fewer than 150 persons. This is to ensure that this portal does not inadvertently trigger a requirement for the publication of a prospectus by the Investee Company, but no guarantee is provided that this is the case and Investors and Investee Companies are solely responsible for compliance with all applicable securities laws (including in the United Kingdom). In particular, it is the responsibility of Investee Companies looking to consider this limit when seeking further investment from additional investors after the Convertible Loan Agreement is completed as between Investors and Investee Company.

All Investors and Investee Companies should therefore seek independent advice on the legal, regulatory, financial, accounting and tax consequences of making or participating in an Application and entering into a Convertible Loan Agreement from their respective advisers. No advice is given as to the suitability of any action for any Investor or Investee Company concerned.

Are there securities law restrictions on Investors which are resident or registered in particular overseas jurisdictions?

The release, publication or distribution of the information on this portal in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements.

In particular, the ability of persons who are not resident in the United Kingdom, to apply as a Lead Investor or to participate in a Loan as an Other Investor may be affected by the laws of the relevant jurisdictions in which they are located.

Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.

To the fullest extent permitted by applicable law, all responsibility or liability for the violation of such restrictions by any person is disclaimed by the Future Fund, FF UK Nominees Limited or their agents, beneficiaries, trustees or advisers. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access the portal.

Will the Loans or any share into which they convert be offered or registered in any jurisdiction?

It is not expected that the Convertible Loan Agreements or any shares in Investee Companies on conversion will be registered under applicable securities laws of any state, province, territory or jurisdiction (including the United States Canada, Australia or Japan). Accordingly, where that is the case, neither the Convertible Loan Agreements nor any shares in Investee Companies on conversion may (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold, delivered or transferred, directly or indirectly, in or into any state, province, territory or jurisdiction (including the United States Canada, Australia or Japan) if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.

I’ve forgotten my password. What do I do?

There is a ‘Reset password’ button on the sign in page. Navigate to the sign in page and follow the instructions on screen.

How do I change my personal account information?

You can edit your profile information by clicking on the ‘Edit profile’ button when you have signed into your account.

I realise I’ve submitted inaccurate information in my Application. What do I do?

Contact our customer support team as soon as possible. Contact details are on the Support page.

The pre-populated information in the Application is inaccurate. What do I do?

Continue with your Application and submit the Application. Then contact our customer support team as soon as possible. Contact details are on the Support page.

What are the Future Fund terms and conditions?

View the Future Fund terms and conditions. If your application is successful, you will be entering into a CLA. The terms and condition of the CLA can be found on the Solicitors page of the Future Fund website.

Who is UK FF Nominees Limited?

UK FF Nominees Limited is the entity that enters into Convertible Loan Agreements on behalf of the Future Fund. UK FF Nominees Limited is the legal titleholder to the Future Fund’s Loans and any shares resulting from their conversion. It holds beneficial interest in the Loans (and any shares resulting from their conversion) on bare trust for the benefit of the Secretary of State for Business, Energy and Industrial Strategy.

Is the Freedom of Information Act applicable to the Future Fund?

The Future Fund is designed by government and delivered by the British Business Bank. As such, the Future Fund, and FF UK Nominees Limited, are subject to the Freedom of Information (FOI) Act, which gives individuals a right to request any recorded information held by a public authority. Under the FOI Act, public authorities have the right to withhold information using the relevant exemptions included in the Act Any information requested which is commercially sensitive to either the British Business Bank, the Future Fund, Investors or Investee Companies can be withheld under S43(2) commercial interests. Where required, the British Business Bank may consult with you to understand how the release of requested information under the FOI Act would or would be likely to prejudice your commercial interests.

If you want to find out more about the Freedom of Information Act please visit https://www.gov.uk/make-a-freedom-of-information-request.

How do I log a complaint?

You can log a complaint by (1) completing the online enquiry form, (2) emailing our support team, or (3) phoning our support team. Contact details can be found on the support page.

Can I speak to someone?

If you have a general query about how to access the scheme please contact us on 03307260230 or email FutureFundSupport@british-business-bank.co.uk. If you want specific advice such as legal, tax or investment advice please speak to an appropriately qualified professional.

I applied to the Future Fund early to save my place in the queue but do not have all of the necessary documents or approvals yet, will my application be timed out?

Throughout the application process we will reach out to you when we need further information. We will use the contact details you have supplied to do this. It is important that you respond to these requests for information. If our attempts to contact you do not elicit a reply which would enable us to progress your application in the timeframes we set out in the correspondence, the application will be timed out and closed. A notice will then be issued from the Future Fund confirming that. A timed-out application does not prevent you from re applying at a later date whilst the Future Fund is still open for applications.

Will an existing shareholder who holds a liquidation preference and who would potentially be entitled to a majority of the assets on a winding up on that basis be considered a “connected person” of the Company and therefore precluded from investing alongside the Future Fund as a matched lender?

No, shareholders with liquidation preferences will not be automatically excluded from the scheme. A “connected person”, as referred to in clause 2 of the director’s certificate, shall not be deemed to include any shareholder who would become such a connected person solely because of their holding a liquidation preference that would potentially entitle them to a majority of the assets on a winding up. For these purposes, the definition of “control” as used in the definition of “connected person” in section 1122 CTA shall be deemed to exclude section 450(3) (c) and (d) of the CTA from its meaning.

How does the requirement that an investor must be a Private Investor apply to funds and fund structures?

An Eligible Investor must also qualify as a Private Investor to be eligible for matched funding from the Future Fund. Please see the Glossary for details of these defined terms. In broad terms, “Private Investor” is defined as “a person, company or fund who is not connected with an Investee Company… or with a connected person of the Investee Company…”.

“Connected persons” are defined using the definitions set out in sections 1122 – 1123 of the Corporation Tax Act 2010 (and by inference, sections 450–451, but excluding section 450(3) (c) and (d)), which amount to a concept of majority control defined by reference to ownership of the majority of shares in issue or control over the majority of voting rights.

These criteria apply to funds under the Future Fund eligibility rules. Whilst in different contexts and for different purposes a fund may not be a legal person and/or a fund may be considered to be a transparent look through entity, for the purposes of the Future Fund eligibility rules, all funds managed or advised by a single discretionary manager are considered to be a single investor regardless of their legal form. For this reason, multiple funds that are managed or advised by the same discretionary manager are also considered to be acting as a single investor.

The Future Fund is designed so that public investment is matched with investors who are not currently majority owners (and/or decision makers) of businesses. This is to ensure commercial outcomes for state aid and policy reasons, and to minimise the risk of conflicting interests.

Can any of the matched funding come from another company that has received funding from the Future Fund?

One of the basic principles underlying the Future Fund is matching its investment with independent private funding from third-party investors. The Lead Investor will be asked to confirm on behalf of itself and the Other Investors (so far as it is aware in respect of those Other Investors) that none of their proposed funding is wholly or partly derived from the proceeds of another Future Fund application