R&D Finance R&D and Australian Grant Cashflow Financing

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1 September 2015 R&D Finance R&D and Australian Grant Cashflow Financing The Torii gates of Japan symbolically marks the transition from the profane to the sacred. So too, R&D Finance acts as a gateway to support turning large technology ideas into a commercial reality by fast tracking much needed funding. Page 1 Greenard Willing Pty Ltd ABN AFSL

2 R&D Finance What is it? R&D Finance is a debt instrument that is offered to Australian companies, listed and unlisted, who expect to receive Government funding, mainly through the AusIndustry Research and Development ( R&D ) Tax Incentives programme, but also from other expenditure related Australian Government Grants ( the Loan ). Summary Greenard Willing has structured an innovative financing product ( R&D Finance ) that provides both listed and unlisted companies undertaking R&D projects, to receive the benefits of the AusIndustry R&D cash rebates prior to receipt from the Government. The product is designed for companies with significant R&D projects as part of their ongoing operations and who do not currently benefit from substantial revenues or cash flows from ordinary activities. Investors enter into a secured loan agreement with the company to provide funding, which will be refunded from the expected AusIndustry R&D Tax Incentive rebates ( R&D Rebate ), received via the Australian Tax Office (ATO). R&D Grants Companies typically interested in this type of financing are technology-heavy companies undertaking significant R&D in the normal course of business. One of the greatest costs to these business types is the opportunity cost of technology deployment. The faster they can deploy their technologies, the less the cost to the business. This cost is often referred to as the cost of Technology Decay. R&D grants can be a reliable source of future cashflows for eligible companies, however the lead-time from when expenditure occurs on R&D activities to when the companies receive the R&D Rebate is often greater than 12 months. R&D Finance allows eligible companies to accesses these R&D Rebates early, reducing the cost of Technology Decay. How does it work? The company develops a project plan for the R&D project; The plan must be written in compliance with AusIndustry s R&D Tax Incentive program; The project plan will be subject to review by a R&D Tax consultant approved by Greenard Willing, as well as being subject to formal due diligence; Based on the project plan, Greenard Willing will finance an amount (loan principal) up to the expected R&D Rebate, less cash costs associated with the financing; The approved loan principle will be provided to the company on a regular basis in accordance with the company s approved expenditure forecast (monthly or quarterly); The loan principal is repaid from the R&D Rebate received by the company from the ATO. Page 2 Greenard Willing Pty Ltd ABN AFSL

3 The Loan The Loan s basic structure includes: Loan terms from 6-36 months (with options to extend); Drawn and Undrawn Interest rates; Interest payment options include: (a) A secured coupon at the end of the Term; (b) Upfront as shares at a percentage of the price of the listed securities; (c) Quarterly in advance; or (d) Monthly in arrears; The cashflows from the R&D Rebates are used to repay the loan and interest coupon; First ranking, secured creditor status including a registered charge over the company, or company s assets via a General Security Agreement (GSA) and a Secured Loan Agreement. Additional optionality includes: Rolling facility into the following year s grant refunds; Interest paid up-front as company securities in lieu of cash (included above); Option to convert loan principal to company securities (as agreed by the lender and borrower); Multi-year R&D project financing (e.g. 3 years), with a Ruling from AusIndustry / ATO. The Security And Repayment The R&D Rebate is the primary method of repayment of the R&D Finance loan and interest. The R&D Finance loan is protected by an enforceable contract which requires a company and its directors to: I. Immediately pay down the loan and interest coupon upon receipt of the R&D Rebate from the ATO; II. Nominate a blocked deposit account (or Control Account) to quarantine the funds until expiry of the loan; III. Advise the ATO and its accountants of the deposit account for automatic transfer of any credit funds, including the R&D Rebate. Security of the R&D Finance loan is further reinforced by our process of due diligence undertaken for each loan assessment. Core to this due diligence is the review by our third-party R&D experts. These experts are selected for their experience and ATO audit history. Our primary specialist has in excess of 15 years experience, processed over 400 R&D claims, and received with no negative ATO audits. Beyond our primary specialist, we have other similar credentialed experts who will conduct due diligence on a company s R&D program to validate the R&D expenditure being claimable and therefore a company s ability to repay the loan. To date, there have been no defaults on any R&D Finance loans and all investors have received their agreed entitlements in full. This is due to the extensive due diligence undertaken on the primary source of security, being the AusIndustry R&D grant refunds. Page 3 Greenard Willing Pty Ltd ABN AFSL

4 Security controls will take the form of: Secured Loan Agreement; First Ranking General Security Deed over all the security interests registered on the Personal Properties Securities Register (PPSR); Deed of Irrevocable Direction and Pledge (DIRP) pledge and assignment to the Lender of the Borrower s rights to a R&D Incentive Rebate; irrevocable covenant by the Borrower to instruct the Australian Taxation Office to pay any Tax Credit (including any R&D Incentive Rebate) to the Control Account; Charge over Deposit/Paymaster Agreement charge by Borrower to the Lender over Control Account provision that Borrower may only withdraw funds to meet approved expenditure which must comply with ongoing funding risk calculation; Additional shares held in escrow (issued as part of loan agreement). Proposition To The Company Benefit It allows companies to access anticipated future cash flows early, reducing Technology Decay by up to 12 months; It can assist companies to leverage greater support from equity capital markets; Aligns with shareholder interest by avoiding a fully dilutive capital raising; Increases the probability of a successful capital raising via more traditional methods; and Helps to deliver a fully funded outcome to a company s shareholders. Cost Document preparation costs of ~$7,500 - $50,000; Facility Fee paid to Lead Arranger [AFSL Adviser]; Drawn & Undrawn Interest rates, Break and Prepayment Fees. Questions/Answers Q: What happens to the loan at the end of the term what options are there? A: The standard option is to have the loan principal and interest paid in full, from the proceeds of the R&D Rebate. Other options at expiry can also include: (i) (ii) Converting the loan to company securities; Receiving the interest coupon and rolling the principal into a new facility for the following year s R&D refund. Q: Can the loan be converted into shares in the company? A: This option is typically agreed to by both the borrower and lender prior to signing of loan documentation. The decision to activate this option will always be with the consent of the lender, but typically at the sole discretion of the lender. Page 4 Greenard Willing Pty Ltd ABN AFSL

5 Q: What happens if the R&D Refund is less than the loan amount (shortfall)? A: The loan documents and loan management processes have been designed to mitigate this occurrence. Additionally, due diligence on the borrowers, their R&D program and subsequent claim, mitigates the likelihood of this situation occurring. Where this happens, the shortfall converts into a default rate of interest and rolls into the following year s R&D claims. If no further R&D claims are expected then the borrower will exercise its security rights as per the registered charge(s). Q: Have there been any cases where the refund hasn t been as expected? A: There has been one instance where this happened. The result was the borrower rolled the shortfall into the next year s R&D Rebate at a higher rate of interest and under tighter covenants. Although the risk is always present, the shortfall events are likely to be less than 20% of the loan value. In our opinion this risk and its effect on the lender is mitigated by the due diligence we undertake, the Loan to Security ( LSR ) Ratio we lend against, the use of funds controls we place the borrower under, the additional security available to the lender, and the flexibility of rolling these shortfalls into following year s R&D Rebates. Q: What are the main risks for R&D Finance? A: Shortfall of the primary security to repay the loan is the key risk, triggered, if ever by the following: (i) Administration, realising: a. Unpaid employee entitlements; b. Unpaid ATO or tax liabilities. Q: Are the funds received from the R&D grants held in a trust account until maturity? A: The combination of the DIDP and loan agreements, enforce direction from the ATO to the lender s control account subject to agreement on settlement in accordance with the loan documents. Q: What happens if the company doesn t spend enough to receive expected R&D Refunds? A: The R&D Finance product is designed to ensure that loans can only be advanced where the company has expended funds that qualify for a R&D Rebate equal to the loan balance adjusted for the approved LSR. This means that the lender does not take funding risk. Q: Where do R&D Finance loans rank in terms of other debt? A: R&D Finance loans typically enjoy a first ranking charge over company assets along with other controls built into the loan agreements. Q: What is the risk that a retrospective change in government policy voids or limits R&D refunds? A: Legislation changes suggest that the government is becoming more supportive of R&D innovation. However, should the government alter legislation that voids or limits R&D refunds, such changes cannot occur retrospectively. Q: In the event of administration, what priority creditors rank ahead of the R&D Finance Lender and how is this potential risk managed? A: In the unlikely event of administration, there may exist priority creditors that rank ahead of the R&D Finance Lender, such as employee entitlements and ATO liabilities. Although these potential priority creditors are typically small in relation to loan size, GW applies industry best practice to ensure these risks are managed and regularly monitored. Additionally, should the Non-Control Account structure be chosen, the risk of employee entitlements is eliminated, leaving only ATO liabilities. Additionally, the R&D Finance Lender typically holds a first ranking charge over company assets that can be used to cover any remaining shortfall. Page 5 Greenard Willing Pty Ltd ABN AFSL

6 DISCLOSURE AND DISCLAIMER This document is not an invitation, recommendation or offer of securities for subscription, purchase or sale in any jurisdiction. The information contained in this document is of general nature and is for information purposes only, and has been prepared by Greenard Willing Pty Ltd in good faith and with due care but no representation or warranty, express or implied, is provided in relation to the accuracy or completeness of the information. The information in this document does not constitute financial product advice (nor investment, tax, accounting or legal advice) and has been prepared without taking account of any person s investment objectives, financial situation or particular needs. Statements in this document are made only as of the date of this document unless otherwise stated and the information in this Report remains subject to change without notice. This document contains certain forward-looking statements. The words anticipate, believe, expect, project, forecast, estimate, likely, intend, should, could, may, target, plan and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Any forecasts or other forward looking statements contained in this document are subject to known and unknown risks and uncertainties and may involve significant elements of subjective judgment and assumptions as to future events which may or may not be correct. While due care and attention have been used in the preparation of forecast information, such forward-looking statements are not guarantees of future outcomes and involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. None of Greenard Willing Pty Ltd or its affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the Document Writers) guarantee or make any representation or warranty as to, or take responsibility for, the accuracy, reliability or completeness of the information contained in this document. Nothing contained in this document is, or shall be relied upon as, a promise, representation, warranty or guarantee, whether as to the past, the present or the future. To the maximum extent permitted by law, the Document Writers disclaim all liability that may otherwise arise due to any information contained in this document being inaccurate or due to information being omitted from this document, whether by way of negligence or otherwise. The recipient agrees to the fullest extent permitted by the law that they shall not seek to sue or to hold the Document Writers liable in any respect in connection with this document. Each paragraph of this disclaimer shall be deemed to be separate and severable from each other. If any paragraph is found to be illegal, prohibited or unenforceable, then this shall not invalidate any other paragraphs. The author of this document, Greenard Willing Pty Ltd is the holder of Australian Financial Services License ACCEPTANCE By accepting, accessing or reviewing this document you acknowledge and agree to the above. Page 6 Greenard Willing Pty Ltd ABN AFSL

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