Offer identifier

Identifier of the offer as set out in Article 3

Project owner and project name

Type of offer and instrument type

Target amount

Target amount and currency of the crowdfunding offer, including the equivalent value in euro and the date of the exchange rate, if the crowdfunding offer provides for a non-euro currency.

Deadline

The date on which the offer will be closed for prospective investors.

(a)

Project owner and crowdfunding project  (1)

[Complete this Section by including the information indicated below, as applicable]

Identity:

Legal name of the project owner, country of incorporation/registration and registration number.

Legal form:

Legal form.

Contact details:

Website, address of the registered office, email and phone number.

Ownership:

The date of the last change of ownership and a brief description of the ownership structure of the project owner and, where relevant, the project. This information may be presented as a diagram. (2)

Management:

A brief description of the project owner’s management bodies. Where available and deemed appropriate, a hyperlink to the curricula vitae of the members of the management bodies may be included.

(b)

Responsibility for the information provided in this key investment information sheet

‘The project owner declares that, to the best of its knowledge, no information has been omitted or is materially misleading or inaccurate. The project owner is responsible for the preparation of this key investment information sheet.’

[Complete this Section by listing the natural and legal persons who are responsible for the information given in the key investment information sheet in accordance with national law. In the case of natural persons, such as the members of the project owner’s administrative, management or supervisory bodies, indicate their names and functions. In the case of legal persons, indicate their names and registered offices.]

‘The declaration of [each of] the above person[s] with respect to their responsibility for the information given in this key investment information sheet pursuant to Article 23(9) of Regulation (EU) 2020/1503 of the European Parliament and of the Council* (3) is included as [Annex [A] hereto (4)]’.

(c)

Principal activities of the project owner; products or services offered by the project owner

A short description of the nature of the project owner's current principal activities and business achievements, including, where relevant, a brief presentation of its strategy and added value created.

(d)

Hyperlink to the most recent financial statements of the project owner

To the extent available, a hyperlink to the most recent financial statements of the project owner shall be included.

If the financial statements have been audited, a hyperlink to the relevant audit report(s) may also be included.

If the most recent financial statements are not available, this fact shall be explicitly mentioned. The reasons for such unavailability may be specified. Only where the most recent financial statements are not available, a hyperlink to the up-to-date balance sheet of the project owner may be included instead, if available.

Where there is a special purpose vehicle interposed between the project owner and the investors, the information above may be provided also with regard to the SPV.

(e)

Key annual financial figures and ratios for the project owner for the last three years

Presentation of the key annual financial figures and ratios such as:

(f)

Description of the crowdfunding project, including its purpose and main features

A description of the crowdfunding project, including its purpose and main features and the intended use of the funds raised.

(a)

Minimum [target capital to be raised] or [target funds to be borrowed] in a single crowdfunding offer

[Amount and currency]

The number of offers (public or non-public) that have already been completed by the project owner or crowdfunding provider for this crowdfunding project

Type of offer and instruments offered

Completion date

Amount [raised / borrowed] and target amount (including the euro-equivalent value and the date of the exchange rate in case of non-euro currencies)

Other relevant information, if any

(b)

Deadline for reaching the [target capital to be raised] or [target funds to be borrowed]:

[The date on which the offer will be closed for potential investors.]

(c)

Information on the consequences if the [target capital is not raised] or [target funds are not borrowed] by the deadline

Information on the consequences relating to the crowdfunding process and the investors’ participations, if the crowdfunding offer does not reach the targeted minimum amount, including:

(d)

The maximum offer amount when different from the [target capital] or [target funds] referred to in point (a)

Maximum offer amount and currency (including the euro-equivalent value in case of a non-euro currency), if such amount is different from the [target capital] or [target funds].

(e)

Amount of own funds committed to the crowdfunding project by the project owner

An indication of whether major shareholders or members of the project owner’s management, supervisory or administrative bodies have invested in, subscribed for or committed to invest in or subscribe for the offered instruments, and the amount thereof, including as a percentage with respect to the offer’s target amount.

(f)

Change of the composition of the project owner’s capital or loans related to the crowdfunding offer

A description of the changes that will result in the composition of the project owner’s capital and indebtedness as a consequence of the crowdfunding offer.

Presentation of the main risks

Complete this Section by describing the main risks associated with the crowdfunding project according to the types of main risks identified below.

The following list of the types of main risk is non-exhaustive. Any other main risk which is relevant to the crowdfunding project, the crowdfunding offer, the project owner, the transferable securities, and the admitted instruments for crowdfunding purposes or loans shall also be described in this Part.

Type 1 – Project risk

Risks that are inherent to the project and that may cause the project to fail. Those risks may concern, but are not limited to:

Type 2 – Sector risk

Risks that are inherent to the specific sector. Such risks may be caused, for instance, by a change in the macro-economic circumstances, a decrease of demand in the sector in which the crowdfunding project operates and dependencies on other sectors.

The sector of the project shall be described by using the classification referred to in Article 2(1), point (a), of Regulation (EC) No 1893/2006 of the European Parliament and of the Council (5).

Type 3 – Risk of default

The risk that a project or the project owner may be subject to bankruptcy or other insolvency proceedings, and other occurrences concerning the project or the project owner which may result in the loss of the investment for the investors.

Such risks may be caused by a variety of factors, including:

Type 4 – Risk of lower, delayed or no returns

The risk that the return is lower than expected, delayed or that the project defaults on capital or interest payments.

Type 5 – Risk of a platform failure

The risk that the crowdfunding platform is temporarily or permanently not able to provide its services.

Type 6 – Risk of illiquidity of the investment

The risk that investors cannot sell their investment.

Type 7 – Other risks

Risks that are, inter alia, out of the project owner’s control, such as political and regulatory risks.

(a)

Total amount and type of [transferable securities] or [admitted instruments for crowdfunding purposes] to be offered

The following information shall be specified:

(b)

Subscription price

The price at which the [transferable securities] or [admitted instruments for crowdfunding purposes] will be offered. Where applicable, this Section shall also indicate the minimum subscription amount per investor.

(c)

Whether oversubscriptions are accepted and how they are allocated

(d)

Terms of subscription and payment

This Section shall include a clear description of the terms of subscription, including the transfer of the subscription price, and of the payment process, including timing and method.

This Section may also include a hyperlink to a description of the subscription process and instructions.

(e)

Custody and delivery of [transferable securities] or [admitted instruments for crowdfunding purposes] to investors

This Section shall specify the delivery date (or where no such firm commitment can be made, the latest possible delivery date) and the process of delivery of the relevant instruments (including any collateral to the instruments), and indicate the name and contact details (including e-mail) of the issuer or its agent.

Where custody services are not provided by the crowdfunding service provider, a clear statement to that effect shall be made.

This Section shall include the identity, registration number and contact details of the custodian. It shall be mentioned whether or not any fee shall be due by the investor to the custodian.

(f)

Information relating to the guarantee or collateral by which the investment is secured (where applicable)

(g)

Information relating to a firm commitment to buy back the [transferable securities] or [admitted instruments for crowdfunding purposes] (where applicable)

Description of the buy-back arrangement

This Section shall provide clear and concise information with respect to any buy-back commitment. Where appropriate, more detailed information may be provided by way of a hyperlink.

Time period for the buy-back

Description of the conditions to participate in the buy-back (including any applicable deadlines).

(h)

Interest rate and maturity information

This Section shall apply to non-equity transferable securities (such as bonds) or hybrid instruments (such as bonds convertible to shares).

Nominal interest rate:

The nominal interest rate per year shall be clearly stated. Furthermore, this Section shall include a brief explanation of the method used for its calculation or a hyperlink to the website of the crowdfunding service provider including such explanation.

The annual interest rate shall be disclosed with two decimals of precision and in the following preferred format:

[•] % per year (calculated by way of the [include the applied calculation method]); or where the interest rate is variable, brief information about the key factors determining the interest rate (e.g. Euro Interbank Offered Rate, EURIBOR, plus X %) and its calculation.

Date from which the interest becomes payable:

Due dates for interest payments:

Maturity date (including intermediate repayments where applicable):

Applicable yield:

The yield shall be calculated as a yearly rate and in line with the method used for the calculation of the annual nominal interest rate and provided with two decimals of precision. The key assumptions on which the yield calculation is based shall also be briefly disclosed.

(a)

Is an SPV interposed between the project owner and the investor?

Yes/no

(b)

Contact details of the SPV

If the answer to the above question is ‘yes’, this Section shall specify the SPV’s identity, legal form and registered office.

(a)

Key rights attached to the [transferable securities] or [admitted instruments for crowdfunding purposes]

A short description of the key rights attached to the instruments, grouped by types, such as:

A hyperlink to the project owner’s constitutional documents or any other relevant legal documents, together with references to the relevant articles or section numbers, may be included.

(b) and (c)

Restrictions to which the [transferable securities] or [admitted instruments for crowdfunding purposes] are subject and restrictions on the transferring of the instruments.

This Section shall include a description of any shareholders’ agreement or other arrangement preventing or in any case limiting the transferability of the instruments, such as clauses restricting the right to sell the instruments (for example approval clauses or temporary inalienability clauses).

This Section shall also include a description of other restrictions to which the instruments are subject, such as any forced disposal clause (for example exclusion clauses, repurchase clauses, joint exit obligation in the event of a change of control, drag-along rights), specifying in particular the financial conditions of such disposals.

(d)

Opportunities for the investor to exit the investment

(e)

For equity instruments, distribution of capital and voting rights before and after the capital increase resulting from the offer (assuming all the [transferable securities] or [admitted instruments for crowdfunding purposes] will be subscribed)

When presenting the distribution of capital and voting rights before and after the capital increase resulting from the offer, the following information shall be included for each class of share capital:

If there are shares not representing capital, state the number and main characteristics of such shares.

(a)

The nature, duration and other material terms of the loan

(b)

The applicable interest rates or, where applicable, other compensation to the investor

The applicable interest rates per year shall be clearly stated. Furthermore, this Section shall include a brief explanation of the method used for their calculation or a link to the website of the crowdfunding service provider including such explanation.

The annual interest rates shall be disclosed with two decimals of precision and in the following preferred format:

[•] % per year (calculated by way of the [include the applied calculation method]); or where the interest rate is variable, brief information about the key factors determining the interest rate (e.g. EURIBOR plus X %) and its calculation.

(c)

Risk mitigation measures, including the existence of collateral providers or guarantors or other types of guarantees

(d)

The schedule for the repayment of the principal and payment of interest

Where advance repayment is permitted, on the initiative of the project owner or of the lender, it shall be described, stipulating repayment terms and conditions.

(e)

Any default on credit agreements by the project owner within the past five years

[For the purposes of this Section, the definition of default as set out in Article 1 of Commission Delegated Regulation (EU) 2022/2115  (6)]

(f)

The servicing of the loan (including in situations where the project owner does not meet its obligations)

This Section shall specify the entity (including its legal name, registration number and place of registration, registered office and contact details) responsible for the servicing of the loan and provide brief information with respect to its servicing policy, which shall include information about the procedures undertaken in case that the obligations under the loan are not met. A hyperlink may be provided to the relevant page or document containing the detailed servicing policy.

(a)

Fees and costs incurred by the investor relating to the investment (including administrative costs resulting from the sale of admitted instruments for crowdfunding purposes)

This Section shall contain a presentation in table-format of all direct and indirect fees, commissions, costs and charges incurred by the investor in relation to their investment and exit from the investment.

Where euro (or other applicable currency) amounts and percentage values are stated, they shall be calculated for a hypothetical investment of EUR 10 000 and on an annual basis.

Fees, Charges and other Costs

in euros

(or other applicable currency)

as percentage of total investment amount

Examples

(non-exhaustive)

One-off

Entry costs (please provide details)

EUR […]

[…]%

The costs the investor pays when entering the investment. Those costs comprise of costs relating to the investor’s subscription (such as notary fees, up-front-loads, and stamp duties), and costs relating to the underlying asset (such as finder’s and agent fees, notary fees, real estate and other acquisition taxes)

Exit costs

(please provide details)

EUR […]

[…]%

The costs the investor pays when exiting the investment at maturity (such as finder’s and agent fees, notary fees, real estate and other acquisition taxes, winding-down expenses)

Ongoing

EUR […]

[…]%

The costs the investor incurs during the holding period of the investment (such as custody and management fees, audit and legal fees, ongoing taxes relating to your investment or the underlying asset)

Incidental

Performance fees/

Carried interest (please provide details)

EUR […]

[…]%

Fees the investor pays to the project owner(s) if certain success parameters are met

Other incidental fees (please provide details)

EUR […]

[…]%

Finder’s fees, refinancing fees, transaction fees (to the extent not already included in the one-off fees)

(b)

Where and how additional information about the crowdfunding project, the project owner [and, where applicable, the SPV] can be obtained free of charge

(c)

How and to whom the investor may address a complaint about the investment or about the conduct of the project owner or the crowdfunding service provider

The following information shall be provided in summary: