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Convertible

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FNG Holding BV team 8
FNG Holding BV 's-Hertogenbosch, NL

Reinvent connecting with fans

Fangage allows influencers (like DJ's) to develop, engage and monetize their own database of fans. Founded & marketed by Sam Feldt, one of the world's best DJs.

$279.437 INVESTED
80%
$349.326 1
Minimum target amount Days left
€600.000 7,00%
Maximum target amount Interest rate
The concept

Famous DJ's, artists, sportsmen and other influencers all have millions of fans on social media platforms like Facebook and Instagram, but they don't know who they are and cannot connect and engage with them as the social media platforms limit their reach and engagement. Influencers are now required to pay to reach their own fans and it is therefore very hard to engage and monetize their own fanbase.

  • Social networks like Facebook and Instagram are congested
  • Influencers see social following increasing but their reach declining
  • 98% of all Facebook posts never get seen by any of your fans
  • Organic engagement on socials is at an all time low
  • Fans feel disconnected because they are not seeing the updates
  • Influencers are now required to pay to reach their own fans

To safeguard and grow their brand and business, they must convert fans from third party (borrowed) platforms like Facebook and Instagram to their own database (owned).


The solution

Fangage offers SaaS fan engagement as-a-service and is an all-in-one solution that allows influencers to analyze, engage and monetize their fanbase directly. By creating Fan Engagement Portals for influencers and allowing fans to unlock exclusive content & experiences we enable a 1-on-1 direct connection between fans en their heroes.

We are NOT trying to create a new social network or compete with the existing ones. We encourage influencers to start using social media in a different way, where third party platforms such as Instagram and Facebook serve as traffic sources that are used to identify and funnel fans to a platform and database you own and control.


Time to scale up

Fangage was founded by one of the world's best DJ's Sam Feldt and is now successfully serving 35+ top influencers in the fields of music and entertainment. Now it's time to take the next step.



Summary of the issuance
Potential investors should read this summary as an introduction to the information memorandum. Every decision to invest should be based on studying the full information memorandum, including the attachments.

  • Issuing entity: FNG Holding BV

  • Website issuing entity: www.fangage.me

  • Type of issuance: Convertible bond

  • Issuance amount: €300.000 - €600.000

  • Minimal nominal value per participation: €20

  • Issue price: €20

  • Conversion option: Under certain circumstances the bond can convert to shares of issuing entity

  • Conversion discount:

    • 3 to 12 months after issuance of the convertible bond: 15%

    • 12 to 18 months after issuance of the convertible bond: 20%

    • >18 months after issuance of the convertible bond: 30%

  • Use of funds: Product development (60%), People and Sales (20%) and Marketing (20%)

  • Risk profile: Very high

  • Interest: 7% (single)

  • Collateral: None

  • Repayment: After 5 years, but issuing entity has option for extension of another 2 years

  • Symbid costs issuing entity: 7% success fee (Excl. VAT)

  • Symbid costs investor: 1% administration fee (Excl. VAT)

  • Target group issuance: Retail investors

  • Expected return: Not fixed, depends on performance issuing entity

Unique Selling Points

  • Founded by a top influencer (DJ Sam Feldt, one of the world's best DJ's) that understands the needs of the market.
  • Used by 35+ DJ Mag Top 100 DJ's & other premium influencers on a daily basis.
  • Most sophisticated all-in-one platform with all tools an influencer needs.
  • Outstanding UX/UI for both influencers and their fans.

Revenue model

As a SAAS company, the Fangage business model is currently based on two streams of revenue: 

  1. Subscription fee paid by the influencer (currently ranging from €75 - €275 per month) 
  2. Credits spent (€10 per 1000 credits) to send engagements to their fanbase. 
All fees are paid for by the influencer, not the fan. We are currently researching a secondary business model, which will allow Fangage to analyze fan data and broker laser targeted brand partnerships for its clients. Furthermore, we are developing a loyalty layer on top of the Fangage platform that we will up-sell to clients as a paid module once it has been finalized. 

After funding of the target amount, we expect to grow the amount of clients to 560 in the year 2022, resulting in an expected turnover of €1.508.188 in that year at an 80% profit margin. Detailed financial and marketing projections can be found in the attachments on this page.

Achieved so far

Over the past years, we've been able to successfully develop and expand the Fangage platform and we are proud to serve over 35+ top influencers in the fields of music and entertainment. In these years, over 200.000+ fans signed up to the platform, which allowed us to learn a lot about their behaviour and further optimize the platform.



Our platform is based on a recurring subscription model, bringing in more than €75.000 in revenues in 2018. Furthermore, we have managed to establish brand partnerships for our clients with a-brands such as Heineken and Castlery (the IKEA of Singapore) and we've been able to secure interest in the platform from other industries such as events, sports, health and magazines.

Required investment and purpose

We have proven the solution is the answer to an urgent problem influencers are facing and we are generating monthly recurring revenue from 35+ top influencers.

The minimum target amount is €300.000 and the maximum target amount is €600.000. For those target amounts, detailed financial projections and a marketing/growth plan has been developed.

With the minimum target amount of €300.000, we will be able to invest in the following:

  • Automating sign-up and portal creation;
  • Optimizing sales and aftersales funnel, with a focus on Europe and North America;
  • Identifying and targeting new interesting markets;
  • Increasing PR and company exposure;
  • Integrating advanced analytics and insights;
  • Symbid costs. 
With the maximum target amount of €600.000, we will be able to additionally invest in the following:
  • Development of a mobile, blockchain based loyalty layer & wallet (FanGold);
  • Adding multi-language and multi-country support;
  • Integrating Facebook Messenger and WhatsApp engagements;
  • Development of features on the platform that have been requested by our users;
  • Additional marketing and sales in different markets and regions including Asia and South America;
  • Symbid costs. 
Please look at our detailed financial projections for an overview of how funds are spent in each scenario.



SPECIAL OFFER FOR INVESTORS

Investors who invest at least €200 can win a trip with Sam Feldt to one of his performances abroad. 

The winner can join him together with a friend, fly with Sam to the location, join his performance backstage, and also your stay in a hotel will be arranged.

This way you can experience for yourself how the interaction between an artist and his fans works.






Risks

General risks associated with SME investing

  • Risk of competition in markets where the issuing entity is active.

  • Negative impact through changes in rules and regulations by political decisions.

  • Changes in macroeconomic conditions.

  • Performance of issuing entity is dependent upon functioning of board members.

  • There is a risk the issuing entity may go bankrupt.

  • Tax risks through changes in regulations, new regulations or political decisions.

Company specific Risks

  • Changes in fan-influencer relationships may result in social media networks being less used by fans or in a different way, was a result of which we have to reconsider the setup of our product;

  • Social media companies can decide to change the API's used to fetch data from social media networks as a result of which Fangage will now longer be able to operate as it currently does.

  • The social media landscape is a fast changing environment which makes it challenging to stay relevant for customers.

Product specific risks associated with investing through convertible bonds
  • The lender agrees that its claims against the borrower under the convertible bond agreement used on the Symbid platform rank below all other, non-subordinated, claims against the Lender as referred to in Section 3:277.2 Dutch Civil Code (‘BW’).

  • Borrower issues a (subordinated) convertible bond, which the lender can convert at a later stage to depository receipts to become a shareholder of the company. Lender expects an (exponential) growth of value of the company with the possibility to sell the depository receipts with a capital gain. However, in most situations, such capital gains do take more than an additional five years after conversion to be realized. In exchange for the possibility of a high return in case of a scenario of exponential growth of the value of the company, there is a risk the investment will be lost in case the company is not doing well.

  • Order of payment: Payment of returns will happen after payments to creditors and redemptions have been done. There is a risk that the issuing entity has inadequate liquid assets to pay the returns. This means that (a part of) your return can't be paid, if this occurs. In case of a bankruptcy, the following payments have priority over the payments of the returns of this convertible bond: Outstanding creditors and existing loans. This means that in case of a bankruptcy the return on the convertible bond cannot be paid.

  • There is no formal secondary market for the convertible bonds, hence options for trading these convertible bonds are limited. It may be that there is no buyer in case you wish to sell your convertible bond(s). This means there is a risk you can't get your money on the desired moment and have to hold on to your investment or sell the convertible bond for a lower price.

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Jasper Schrijver
Founder

With over 10 years of hands-on experience, Jasper has established himself as a true tech entrepreneur with a strong focus on data and e-commerce. In his role as chairman and as one of the founders of the company, Jasper is involved in strategic product decisions and expanding the Fangage network.

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Sam Renders
Founder

After struggling to find ways to connect with his growing fan base, Sam - also known under as DJ Sam Feldt - founded Fangage as his brainchild. Using his strong background in business, web development and music, he is the driving force behind the Fangage brand. Taking more than 200 flights every year, we're proud to call Sam our flying Dutchman.

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Michelle Rademakers
General Manager

Focussing on business development and overseeing general operations - Michelle creates long-term value for our clients by researching and developing new markets and features. She is responsible for the overall growth of the company as well as identifying new opportunities in current or different markets.

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Johan Krijt
Lead Developer

With over 15 years of experience in web & application development, our tech genius Johan is responsible for most of the coding that runs the Fangage platform. His side projects include running the #1 Laravel (the framework Fangage is built on) community of the Netherlands.

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Eric Disseldorp
Lead Designer

After finishing a University degree in Communication and Multimedia design and gaining experience as web designer at several companies since 2010, Eric is now responsible for the UX and UI of the Fangage product.

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Robert Verboon
Product Owner

After working for complex project organisations and financial institutions as (project) manager, Robert made the move into tech and currently holds the function of product owner. He is responsible for the development and stability of all Fangage products and services.

Legal structure

FNG Holding BV is a Besloten Vennootschap (BV) incorporated on 6th of June, 2018 and located in Amsterdam, the Netherlands. Chamber of Commerce: 72105895. The address of FNG Holding BV is Kabelweg 42a 1014BB Amsterdam. The company website: www.fangage.me.

Contact person: Jasper Schrijver, jasper@fangage.me, 088-FANGAGE

The issuing entity is managed by Jasper Schrijver and Sam Renders.

Fangage B.V. is fully owned by FNG Holding B.V. See below overview. 


The product

Fangage offers Fan Relationship Management (F.R.M.) portals that allow influencers to collect important data on each of their fans in exchange for exclusive content. Using the Fangage platform, we enable them to take back control of their fan data, engage with fans directly via SMS and email and accelerate their business and brand.


We are NOT trying to create a new social network or compete with the existing ones. We encourage influencers to start using social media in a different way, where third party platforms such as Instagram and Facebook serve as traffic sources that are used to identify and funnel fans to a platform and database you own and control.


For a full summary of the platform and it's features, please visit the Fangage website or watch this 2-minute video.



Unique Selling Points

  • Tried, tested and trusted by 35+ top influencers in the fields of music and sports.
  • Founded by an influencer (DJ Sam Feldt) that understands the needs of the market.
  • Most sophisticated all-in-one platform with all tools an influencer needs.
  • Outstanding UX/UI for both influencers and their fans.



Revenue model

Current situation

As a SAAS company, the Fangage business model is currently based on two streams of revenue: Subscription fees (currently ranging from €75 - €275 per month) and credits spent (€10 per 1000 credits) to send engagements to their fanbase via e-mail and SMS. All fees are paid for by the influencer, not the fan. We are currently researching a secondary business model, which will allow Fangage to analyze fan data and broker laser targeted brand partnerships for its clients.


Looking at the future

After launching the V2 of our service, which will allow automated portal creation, we aim to lower our subscription fees by 35% to make our service more accessible to a mass market. A large percentage of funds raised will be allocated to product development. 

We believe, that by launching new features and expanding the functionality of our platform, we will be able to increase the credit spend with 20% per year. Furthermore, we are developing a loyalty module that will be launched as a paid up-sell to our clients after development has finished in 2021. This is estimated to result in a monthly extra revenue per client of €50, based on the conversations and interest we have had from our current clients. 

After funding of the target amount, we expect to grow the amount of clients to 560 in the year 2022, resulting in an expected turnover of €1.508.188 in that year at an 80% profit margin. Detailed financial and marketing projections can be found in the attachments on this page.

To get a full overview of the potential growth and to better understand the business model, please have a look at our financials tab/attachments.

Scalability

60% of all funds raised will be allocated to the development of a new, updated core of the Fangage software that will be completely scalable where users are able to sign-up and create a fan engagement portal directly - eliminating the manual set up process and enabling us to offer the product at a more affordable price, appealing to a mass market. As mentioned earlier, Fangage has already proven itself in the market and funds raised will be used to scale up - not test a business model.

Current status

Over the past years, we've been able to successfully develop and expand the Fangage platform and we are proud to serve over 35+ top influencers in the fields of music and entertainment. In these years, over 200.000+ fans signed up to the platform, which allowed us to learn a lot about their behaviour and further optimize the platform.


  • We've launched 35+ paying portals for leading influencers.
  • 200k+ users in database (average 20% growth per month) 
  • Over €75.000 in revenue in 2018
  • First clients from other industries: events, sports, health, magazines
  • Brand Partnerships with Heineken & Castlery

Our platform is based on a recurring subscription model, bringing in more than €75.000 in revenues in 2018. Furthermore, we have managed to establish brand partnerships for our clients with a-brands such as Heineken and Castlery (the IKEA of Singapore) and we've been able to secure interest in the platform from other industries such as events, sports, health and magazines.

Planned developments

Next to making our platform 100% scalable and SAAS-ready, we will allocate the funds raised to the following goals and milestones:

  • Automating sign-up and portal creation
  • Optimizing sales and aftersales funnel
  • Identifying and targeting new interesting markets
  • Increasing PR and company exposure
  • Integrating advanced analytics and insights
  • Adding multi-language support (including Asian markets)
  • Integrating Facebook Messenger and WhatsApp engagements
  • Development of a mobile, blockchain based loyalty layer & wallet (FanGold)

Target group

Our potential target markt can be defined as all influencers globally in the fields of music, lifestyle, sports and entertainment that have a reasonable fanbase (10.000+ following on social media) and content to share. This is estimated to be 5 million influencers.

As long as you have fans and content, you are a potential client. Future resources will be spent heavily on researching new potential markets such as (e)sports and health. 

So far, we have focused on clients in the music and entertainment industries, because of the huge network one of our founders (DJ Sam Feldt) has in these markets. 



Market size

5.000.000 qualifying influencers

x €2196 yearly average revenue (years 2019-2022)

€10.980.000.000 addressable market.

Please see our financial projections for a detailed overview of our yearly estimated revenues.

Competition

The current solutions on the market for this are far from perfect. It’s therefore complicated for influencers to develop, engage and monetize their own database of fans; some tools are available but are often scattered, offer limited features or lack usability. For example, a competitor may offer e-mail sign ups but lacks CMS or e-commerce functionalities. Examples include Click.DJ, Toneden, and Hive.co.

Fangage aims to be a all-in-one solution and does this by building integrations with the tools and services influencers are already using the most. Therefore, we will always be one step ahead of the competition, since we can easily integrate with other platforms via our API and are thus fully scalable. 

It might be good to understand that the platform got launched by an influencer (DJ Sam Feldt) out of the personal frustration of not being able to find a good solution for his needs and problems. 

The alternative option for influencers is to build a website with similar capabilities as Fangage themselves, for which the investment will be much higher.

Customer feedback

We are currently servicing the fan portals for 35+ top influencers in the fields of music and entertainment, including premium artist brands such as Sam Feldt, Laidback Luke, Bassjackers, Blasterjaxx and music labels such as Armada Music and Future House Music.

Customer feedback

While our churn rate is extremely low (5% yearly) and customer satisfaction is a top priority for us, we are constantly learning from our clients and improving the Fangage service. Our account managers have monthly calls with all our clients that allow them to provide feedback and request features and we prioritize development resources to focus on the most urgent or most requested features.


Here's what our users have to say:

“After hitting a million followers on social media about two years ago, I experienced my social media reach going down and felt like networks like Facebook and Instagram were pressuring me to pay up to reach my own fanbase. To me, that sounded insane! These were people that I worked hard for to develop a relationship with in the first place, only to have them taken from me! That’s when I decided to develop the system that is now Fangage, allowing artists and other influencers to gain direct access to their fans, build their own community and develop a deeper relationship with them. Through Fangage, I hope to shift the power back to where it belongs: the artists and their fans.” - Sam Feldt (Artist and founder of Fangage)


“We’ve been working with Fangage for two years now and have used the platform for several of our artists. Through excellent communication and by listening and responding closely to our needs, we’ve built a great relationship over time. We’ve been using Fangage extensively to set up activations, giveaways and other artist engagements. The platform looks awesome and is very user friendly, allowing you to analyze and engage your hardcore fans easily.” - Sophie Paasse (Manager of Laidback Luke)


"Fangage provides the closest thing to a perfect solution for a modern day record label / music industry professional. It caters to the most popular needs and wants and provided us with a platform to get the most out of our fan engagement." - Gino van Eijk (Future House Music)


“Fangage is a game changer for me. It’s nice to finally be able to interact and see where my fans are from. The team is incredibly professional helping you whenever you need it as well as keeping updated with you to make sure your not missing anything on your website. Having this platform has helped my career and highly recommend it to artists looking to learn about their fan base.” - Gil Glaze (Rising Star)



"Thanks to Fangage we have found a way to connect with our fanbase on more creative and deeper levels! It also gave us much more insights in where our fans come from and we can use all this knowledge perfectly for targeted campaigns for our releases”- Theracords (Record Label)



“For me, Fangage is the number one way to increase fan engagement as an artist. It allows you to find out more about your most valuable fans and further deepen the relationship you have with them. It really fills a void in the market of social media services for artists.” - Sandro Silva (EDM DJ)


“Nowadays it’s getting harder to reach all the fans on different platforms and that’s a shame! Fangage came with a solution, a platform where you can engage with your fans without the annoying algorithms. It goes even further then that! They made it also possible to see where your fans are from, not only which country but also which city. It’s also possible to send a fan a personal text message that tells them that they have won a guest-list spot for tonight’s show.. how cool is that?!” - Audiotricz (Hardstyle Artists)


Fangage definitely is a game changer in the field of fan engagement. I’ve been involved from the moment it started and with the Fangage team and our team we build Sam Feldt’s Heartfeldt.me platform. It’s been great to see the overwhelming response from all the fans on the different activations we set out on the platform. We now have tens of thousands of fans we can reach directly by unique contests, interactive activations or even a personal text message. Over the years Fangage has developed itself into an indispensable start up. Every time we have an idea, they are open to discuss and they have a team of experts to brainstorm with us to get our platform to the next level. - Madeleine van Geuns (Artist Manager of multiple DJ Mag Top 100 DJ’s)

New customers

After launching the new version of the Fangage system, that will allow users to sign up and launch their own fan portal directly we expect to be able to lower our product pricing and make the Fangage system accessible to a mass market. This, together with the automated creation of portals, will remove the bottleneck that limits the amount of clients we can serve/sign up and allow us to invest more in marketing/scale the business. Our goal is to grow to 560 clients at the end of 2022 , based on our financial projections.

Sales pitch

  • Social networks like Facebook and Instagram are congested
  • Influencers see social following increasing but their reach declining
  • 98% of all posts never get seen by any of your fans
  • Organic engagement is at an all time low (average 0.005%)
  • Fans feel disconnected because they are not seeing the updates
  • Influencers are required to pay to reach their own fans

So..

  • To safeguard and grow their brand and business, they must convert fans from third party (borrowed) platforms to their own database (owned) 

  • The current solutions for this are far from perfect. It’s therefore complicated for influencers to develop, engage and monetize their own database of fans; some tools are available but are often scattered, offer limited features or lack usability.

Enter Fangage..

Fangage offers Fan Relationship Management (F.R.M.) portals that allow influencers to collect important data on each of their fans in exchange for exclusive content. Using the Fangage platform, we enable them to take back control of their fan data, engage with fans directly via SMS and email and accelerate their business and brand.

What has been done before

So far, we've focussed on the top of the influencer market in music and sports and managed to sign up 35+ premium influencers and 200.000+ of their fans to the Fangage service via word of mouth and direct sales.


Marketing & sales channels

In the future, after completing the automated sign-up wizard functionality, our goal is to move towards a more scalable and self-service approach. Clients will be able to sign up and create a Fangage portal directly and even try it out for free for a limited time. This will remove the bottleneck we face right now in terms of how many portals we can launch and will allow us to implement more mass media marketing strategies such as Adwords and Social Advertising campaigns. Also, we will work together with our leading PR Agency "The Media Nanny" (known from the successes of Martin Garrix and David Guetta) to generate more buzz around te platform, leveraging the network and reputation of DJ Sam Feldt as one of our co-founders in the market. 

Marketing objective

By automating the sign up process and marketing to a bigger target audience using mass media marketing strategies, we aim to sign up at least 560 artists and influencers to the service by 2022 - as well as improve brand recognition. Our ultimate vision is to become the primary platform for influencers to analyze and engage their audience on directly, cutting out the middle man and shifting the power back to where it belongs.

Partnerships

Fangage currently works and integrates with all platforms influencers and fans already use, including YouTube, Spotify, SoundCloud and Facebook - but also more market specific tools such as BandsInTown and A-Boss. We also provide full WooCommerce and Shopify integrations, allowing clients to sell merchandise, tickets and digital content straight from their Fangage portal. On the brand partnerships side, we have established partnerships for our influencers together with Heineken and Castlery (a big furniture brand in Singapore).  

Turnover so far

The issuing entity is active since 6th of June, 2018. The following financial information is the most recent information available of Fangage B.V. which is fully owned by the issuing entity FNG Holding B.V. 

P&L

The preliminary P&L results for the period 2018 are as follows:

  • Revenues: €78.809
  • Cost price of sales: €20.874
  • Operational costs: €98.559
  • Financial expenses: €5.885
  • Net loss: €51.509

Balance sheet

The balance sheet date of this information is 31 December 2018.

Total equity is -€69.027 and consists of: 

  • Issued capital: €3 
  • Additional paid in capital: €45.000 
  • Other reserves: -€62.521
  • Result 2018: -€51.509 

Total debt is €125.796 and consists of: 

  • Creditors €3.462 
  • Shareholder loans: €118.719
  • Taxes: €2.865
  • Revenues invoiced in advance: €750  

Working capital equals -€117.552 and consists of:

  • Current assets: €8.244
  • Short-term debts: €125.796

Situation after issuance of convertible bond

The equity/debt ratio is 0/100 (equals 100). After the issuance of the convertible bond with the minimum target amount of €300.000 this ratio equals 0/100. After the issuance of the convertible bond with the maximum amount of €600.000 this ratio will be 0/100.  

The working capital after the issuance of the convertible bond with a minimum target amount of €300.000 will equal €182.448. After the issuance of the convertible bond with a maximum target amount of €600.000 the working capital equals €482.448. The working capital consists of: 

  • Current assets: €308.244 (€608.244 in case of maximum target amount of €600.000)
  • Short-term debts: €125.796

Securities

The issuing entity has provided no securities to the investors in the convertible bond. Securities has been provided to other current creditors.

Projected turnover

Based on the scenario for the minimum target amount of €300.000, we are forecasting the following turnover:

  • 2019: €123.409 
  • 2020: €245.366
  • 2021: €565.875
  • 2022: €1.103.852

Based on the scenario for the maximum target amount of €600.000, we are forecasting the following turnover:

  • 2019: €181.106 
  • 2020: €376.569
  • 2021: €1.176.320
  • 2022: €2.333.239

Assumptions

The above expected turnover is based on the assumption of having 560 live fan portals in the year 2022 (including a 5% yearly churn ratio), for which an in-depth marketing & sales plan has been developed in cooperation with our marketing partner Squeezely.tech. 


This number has been based on the following assumptions:

  • Marketing budget until 2022: €160.000
  • Visitor to Lead ratio: 4%
  • Lead to Sales Qualified Lead ratio: 36%
  • SQL to Sales ratio: 27%
  • Audience size: 10.372.400
  • Average CPM:  €12,22
  • Total impressions: 13.055.512
  • Click Through Rate: 1,10%
  • Total clicks to website: 143.864
  • Cost per paying consumer: €285,28

For our detailed online marketing plan, including audiences, projections and creative ideas please have a look at the attachments.

Invested so far

Currently, there are no external investors in the company. The shares are divided 50/50 between the two founders of the company. The shareholders provided additional loans of €118.719 in the startup stage of the company, these shareholder loans will remain within the company and no repayments will be done from the amount raised in the funding round. 

Investment requirement

We are looking to raise a maximum target amount of €600.000. The minimum target amount is €300.000. For both scenario's a detailed scenario analysis has been provided in the P&L and the cash flow projections. 

Purpose of investment

The minimum target amount is €300.000 and the maximum target amount is €600.000. For those target amounts, detailed financial projections and a marketing/growth plan has been developed.

With the minimum target amount of €300.000, we will be able to invest in the following:



  • Automating sign-up and portal creation;

  • Optimizing sales and aftersales funnel, with a focus on Europe and North America;

  • Identifying and targeting new interesting markets;

  • Increasing PR and company exposure;

  • Integrating advanced analytics and insights;

  • Symbid costs. 


With the maximum target amount of €600.000, we will be able to additionally invest in the following:



  • Development of a mobile, blockchain based loyalty layer & wallet (FanGold);

  • Adding multi-language and multi-country support;

  • Integrating Facebook Messenger and WhatsApp engagements;

  • Development of features on the platform that have been requested by our users;

  • Additional marketing and sales in different markets and regions including Asia and South America;

  • Symbid costs. 


Please look at our detailed financial projections for an overview of how funds are spent in each scenario.

Return

Interest

The return will be single interest of 7% on the convertible bond. Next to that in case of conversion to shares (Borrowers-A) or certificates of shares (Borrowers-B) there may be dividends and/ or increase in value in case of selling these shares or certificates of shares.


Conversion

Each investor can convert his/ her full investment to shares or certificates of shares via a STAK (Stichting Administratie Kantoor) of the issuing entity in all situations in which:

  1. The convertible bond becomes payable.

  2. The issuing entity issues equity to one or more third parties for a total consideration of at least €250.000.

  3. A transaction is executed as a result of which one or more third parties will become a shareholder for more than half of the outstanding shares in the issuing entity.

  4. The initial or extended duration of the agreement will expire within a month.

Conversion discount

As a borrower-A in the convertible bond, you will receive shares in the issuing entity and as a Borrower-B you will receive certificates of shares in the issuing entity on the same terms as a follow-up investor, but with a discount. This is to reward investors for the fact that you have invested already at an earlier stage. The discount will be as follows:

  • 15% if conversion occurs after 3 months but before 12 months after closing the this convertible bond.
  • 20% if conversion occurs after 12 months but before 18 months after closing the this convertible bond.
  • 30% if conversion occurs after 18 months after closing the this convertible bond.

Only if conversion takes place within 3 months after issuance of the loan no discount will apply.

The lender will receive single interest for the duration of the convertible bond over the initial loan amount. This amount will not be paid but is accumulated to the initial invested amount and paid out when the loan will be repaid or converted to shares or certificates of shares.

Redemption of the convertible bond can take place at the initiative of the issuing entity, at the end of the duration, and only of the issuing entity is capable of doing so.

The return will not be paid from the investments of other investors.

Next to the investors there are no other persons who receive income (other than "costs") from this investment.


Exit Strategy

Fangage is aiming for a future acquisition by a media agency, tech giant or investment group. For them most value will be in our network of influencers and their fanbases. Our focus will be on signing many influencers and as a result their fan bases. The goal is to have 2.520.000 fans on our platform by 2022 with a recurring revenue of over €1.500.000. Having a direct connection to so many influencers in different markets, including their fan base, offers enormous opportunities for a potential acquisition partners. Considering this, as well as with the intellectual property and technology in the company, we believe an acquisition is the most likely exit strategy at this point. 

Risks

For an extensive explanation of the risks please have a look at the Risk section under "summary" at the top of this page.


Declaration issuing entity

No significant changes

Since the most recently published Financial Statements of the issuing entity, no significant negative changes have occurred in the issuing entity’s prospects.


Trends

There is no information about known trends, uncertainties, requirements, obligations or events that can reasonably be assumed to have material consequences for the prospects of the issuing entity, for the current financial year.


No significant alteration in the financial or trading position

Since the most recently compiled and published Financial Statements of the issuing entity, there has been no alteration of tenor in the financial or trading position of the issuing entity and the group to which the issuing entity belongs.


Corporate Governance Code

As the Dutch Corporate Governance Code only applies to companies with registered offices in the Netherlands, whose shares or certificates of shares are admitted to the official listing of a government-approved regulated market (securities exchange), the issuing entity (unlisted) does not apply this code.


Potential conflicting interests

There are no (potential) conflicts of interests between the obligations of the executive board members of the issuing entity on the one hand, and their own interests and / or other obligations on the other.


Procedures

There are no government interventions, court cases, or arbitrations, including such procedures that are pending or may be initiated, to the best of knowledge of the issuing entity, over a period of at least the previous 12 months that may have a significant impact, or have recently had, on the financial position or profitability of the issuing entity or the group to which the issuer belongs.


Figures

All figures in this information memorandum are not audited, unless explicitly stated otherwise.


Symbid and the platform

Some Background Information on Symbid

Symbid's operations largely consist of the acceptance and disclosure of orders for retail, wealthy, and professional investors. Through its activities, Symbid supports the interaction between affected investors and progressive start-ups and growing companies in the SME in the Netherlands. This involves the financing of various types of projects that realize a positive impact the society with the help of an affected group of investors or ambassadors. Our platform provides a non-personalized, online recommendation to a broad audience, by allowing organizations to profile their project in a transparent and financially sound manner, and to professionally build and maintain the relationship with its financiers / investors.


Tied agent

Symbid Cooperation UA is a tied agent of the Limited company (Besloten Vennootschap), Ilfa Tools & Services B.V. as defined in the Dutch Act on Financial Supervision (Wet op het financieel toezicht (Wft)). Ilfa is an investment firm as defined in the Wft and has a license  as defined in article 2:96 Wft. As a result hereof Symbid and Ilfa are both under supervision of the AFM.


Other parties involved with issuance

During the issuance, the following legal entities play an important role:

  • FNG Holding BV: a limited liability entity which is the issuing entity;

  • Symbid Crowdfunding, a trade name of Symbid Coöperatie UA., a cooperative association with limited liability, registered in Rotterdam, office at Marconistraat 16, Rotterdam, and registered in the commercial register of the Chamber of Commerce under number 52466825;

  • Intersolve EGI B.V: Symbid has a partnership with Intersolve - First European E-money Trust - a Dutch financial institution that specializes in providing services in the field of settlement of payment transactions and electronic money. In order to be able to offer its financial services in accordance with the applicable financial legislation and regulations, Intersolve has a license as Electronic Money Institution and Intersolve is supervised by De Nederlandsche Bank (DNB) plus the Netherlands Authority for the Financial Markets (AFM).