FAQs for Investors

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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 2021as 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.

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.

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

1. 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.

1. 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.

1. 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.

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

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

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.

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

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.

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

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.

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).

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.

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

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

Please refer to the Glossary of Terms.

Please refer to the Glossary of Terms.

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.

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.