Dear Reader

I am writing this from the excellent EBAN 2008 Congress which is proving to be a fascinating and valuable event. There is so much going on here that there is not time to write about it this month, but we will be writing a special article on it in next month's AngelNewsletter Online.

Thank-you so much for all your great comments about our NEW WEBSITE! The Useful links page is now up – hope it helps!

This month we have a great interview with Andrew Miles, Group Managing Director of Pera Innovation Ltd. We also have an article picking up our recent survey results. Check out “It’s a buying opportunity for investors”. You might also enjoy our guest article from Nick Gurney-Sharpe from 3en who has written about Doing it differently, Doing it well.

We have changed the format of the AngelNewsletter Online this month with lots of ads and events from amongst others Imperial Innovations, the Institute of Chartered Accountants in England & Wales and also a great one from SIP Drinks who have launched a new healthy ice lolly! I hope you like this format, but let us know if there is other content you would like us to start including. I would love you to email me with comments as it is great to hear what we are doing well and what we could do better. My email is Modwenna@angelnews.co.uk . If you would benefit from having more exposure on our AngelNewsletter Online, please email adverts@anglenews.co.uk and we will try to help. The AngelNewsletter goes to investors, entrepreneurs, governments, journalists and many more in 58 countries in the world these days, so we thought now might be the time to invite you to engage with us a bit more!

Have a great month.

Best

Modwenna

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For more information on these stories look at the new AngelNews website www.angelnews.co.uk

If you have visited the AngelNews website in the last month, you would have noticed a new section titled ‘BROKERS TIPS’. We are now working alongside Daniel Stewart to publish their morning reports on the state of the stock market and to give you up to the minute research on stocks and shares covered by Daniel Stewart’s team of analysts.

There are two reasons why we have launched this section on our website:

1. We know that you, as professionals in the investment industry, are interested in quoted stocks, as well as private deals, and we thought you would find it invaluable to have a high quality source of information on which ones are likely to perform well or badly.
2. It provides a further way for you to do a competitive analysis on companies operating in the sector which your existing or target private company is exploiting.

We have been publishing these morning reports since 19th March and here is an idea of how some of the shares have performed since Daniel Stewart tipped them:

The three best tips in March

Brokers Tips is to become a regular feature in our newsletter and every month we will include a short summary of the recommendations made by Daniel Stewart. We will also shortly be adding Daniel Stewart’s general sector research to our site.

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Now is your chance to get involved in HM Government’s Consultation on the Enterprise Investment Scheme.

HM Revenue & Customs and HM Treasury have issued a white paper on the EIS Scheme seeking responses on a number of questions.

You can download it here http://www.hm-treasury.gov.uk/media/4/C/bud08_eis_758.pdf.

We are currently considering the detail included in the document and also the questions that have been asked. Next month we will let you know our observations and also invite you to respond to our survey so that we can reflect your views when we submit our views to HMRC & HM Treasury.

In the meantime if you have any immediate comments, feel free to email us at Modwenna@angelnews.co.uk.

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DOING IT DIFFERENTLY, DOING IT WELL - By Nick Gurney-Sharpe, CIO, 3en Ventures

In the UK it has never been easy to raise money for a new business, but in the current economic climate it is particularly difficult; even for those businesses that are progressing well, the days of a quick Initial Public Offering (IPO) are over.
Investors, both private and institutional, are reluctant to part with cash, and the due diligence process is now measured in months - rather than weeks.

VC’s, along with all other investors, now cast an ever more sceptical eye on many of the same business plans that once received prompt support.

Even if the shakeout following the collapse of sub-prime has brought a more rational approach to investing, the country is effectively in a period of non investment.

The outcome for an entrepreneur in the UK looking for funding is that the search is now harder than ever.
It is within this context that the two visible - and measurable - sources of capital for early-stage businesses need to be reviewed.

The Enterprise Investment Scheme (EIS) – the major tax break for private investors.

The latest BERR numbers suggest that EIS is flat when Capital Gains Tax, Inheritance Tax and Income Tax receipts have risen steadily, and the stock market has performed strongly.

Fortunately HM Government has just issued a consultation document on EIS which will give everyone an opportunity to contribute to the debate.

The Small Firms Loan Guarantee Scheme (SFLGS) the principal source
of unsecured debt for early-stage private businesses.

Recently released data from BERR has evidenced that the level of SFLGS funding has declined by 46% over the last 12 months.

The banks are looking at failure rates of between 20% and 40% on DTI sponsored loans, versus their normal level for NPLs (non-performing loans) of around 3-5%

Hence individual managers have become increasingly cautious about recommending such schemes to their credit committees.

It is within this context of an increasingly tough market for raising early-stage risk capital that 3en has developed its Ten Rules of Investment:

1. WE ONLY INVEST IN STRONG (EVEN IF NOT QUORATE) MANAGEMENT TEAMS … AND ONLY WITH PEOPLE WE LIKE AND RESPECT

We recognize that early-stage companies are high-risk investments and therefore it is vitally important that management can identify, address and solve problems quickly and use limited capital efficiently - to create real value.
This is the hallmark of the successful entrepreneur.
Equally working with people you both like and respect will make the process of managing investments much easier; there will be sufficient issues in regards to the development of the business without “chemistry” creating further tensions
Hence we want to see the core management team in place before we commit.

2. WE USE NON-EXECUTIVE DIRECTORS IN ORDER TO FOCUS AND DRIVE STRATEGY… WE GET THE “RIGHT” N.E.D.’s ON BOARD

We have built up a strong register of experienced non-executive directors who are both willing and able to operate in relatively unformalised environments; we look for a track record of building similar early-stage businesses.
We avoid private investors looking to “buy” themselves jobs.

3. WE ONLY INVEST ONLY IF BUSINESSES DON'T REALLY “NEED” MONEY - BUT WANT IT IN ORDER TO DRIVE GROWTH… YOU CAN'T OVERCAPITALISE AN EARLY STAGE BUSINESS….

Early-stage high-technology companies will always run into problems, and will always be short of capital, as they have to continually invest in their technology and resultant products.

Hence we invest in support of an opportunity - not a problem; it's not the VC’s responsibility to sort out the disarray created by management, or earlier inappropriate lending and investment.

Entrepreneurs, by nature, are optimists; they will often need breathing space before their businesses can achieve profitability, and management needs to be focused on the commercial and operational issues - not shepherding cash.

4. WE LOOK FOR LARGE BUT DEFINABLE, AND HENCE TARGETABLE, POTENTIAL MARKETS …

Large markets are intuitively more attractive than small; this is because the cost of development of a technology / product in a small-market is the same as for a large-market.

If management cannot name its five key target customers, its five key competitors, and the five businesses most likely to buy it, they don't really know their sector.

5. WE IDENTIFY A FAVOURABLE ENTREPRENEURIAL ENVIRONMENT …

Companies within an entrepreneurial environment of “critical mass” e.g. with a number of similar companies, will enjoy a larger pool of available employment talent.

Should one company fail, employees can easily move to other companies, and fill their emergent needs.

A fragmented but high-growth sector suggests both user demand, and the opportunity for a consolidation-play; larger businesses may well be using acquisitions in order to fuel growth, and thus present potential VC exit routes.

6. WE USE EXTERNAL DEBT TO BOTH LEVERAGE RETURNS, AND LAY-OFF RISK…

We rarely fully fund an investment alone; we almost always syndicate risk with other funders.

The presence of 3en as venture capitalists - through tacit commercial endorsement - makes such syndication easier.

7. WE LOOK FOR SOME EARLY-STAGE REVENUES, IF NOT PROFITABILITY…

Banks will not fund losses, but we often must.

We look for recognizable customer “names”…. both actual and potential, and undertake detailed analysis of the putative sales pipeline; we invest only on a construct based upon realistic cash flows.

8. WE LOOK FOR A SUSTAINABLE INCOME STREAM - WHICH IS ANNUITY-BASED….

Businesses which continue to receive an income stream post-sale, have a much better chance of survival than those depending on large “one-off” sales; having a list of potential customers is not the same as having a long term commercial relationship.

In all matters - cash is king.

9. WE LOOK FOR SOME INTELLECTUAL PROPERTY RIGHTS, EVEN IF NOT PATENTED NOR FORMALLY PROTECTED…. AND ABOVE ALL, WE NEED TO SEE VIABLE TECHNOLOGY

With the exception of medical devices and biotechnology, patents mean very little; anything worth copying will be copied.

We accept the principle that IPR is difficult to protect legally, but we don't want to divert a disproportionate amount of management focus and capital towards patent attorneys.

What separates strong companies from weak ones is implementation.

First-mover advantage doesn't often matter; the real key is "first to scale."

Technology needs to meet a need; if not proven in-vivo, it is probably of little commercial value.

We believe risk can be mitigated by offering funding in stages, investing only as the company passes each technical or commercial milestone.

10. FINALLY, WE FOCUS UPON SUCCESS - NOT FAILURE…

We believe time spent nursing sick investments is better spent assisting the high-performers - that will generate the returns that the fund requires.

Ultimately the VC is a fund, not a business manager, and it is the role of management - and to a lesser extent the non-execs appointed by the fund - to address the inevitable problems and challenges that will arise.

Nick Gurney-Sharpe is chief investment officer of 3en Ventures - a Hampshire-based venture capital fund.

3en is one of a number of funds managed by Innvotec, and in common with most of its siblings, focuses upon early-stage ICT investments.

The fund is unique in a number of ways, but principally by being the only fund in the UK which is capitalised entirely by local authority - Basingstoke & Deane - set up under the aegis of what is known as a Section 106 scheme.

(NB Section 106’s Agreements are used to secure capital contributions from developers; contributions are used for the development or enhancement of local social assets, and more recently for the enhancement of the resident economic infrastructure - to deliver sustainable development.)

The fund has also bucked the trend of many early-stage technology funds, and to date shown a relatively low failure rate alongside a number of high performing investments.

Nick puts the success down to a combination of timing, luck and critically a contrarian’s approach to investment, and the “rules” that fund managers often apply.

It also demonstrates that a relatively small fund can be run both profitably and fruitfully; this again Nick puts down to an unorthodox approach, and in particular inflexibility in regard to the fund's requirements for investment.

Nick can be reached at nickgurneysharpe@aol.com or through 3en’s web site www.3enventures.com

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EASY Investment Forum, Barcelona, 21st-22nd April 2008
CCIB, International Conventions Centre of Barcelona

EASY Barcelona partners announce that the Spring 2008 EASY Investment Forum will be held in Barcelona, Spain.

This important cross- border event aimed at the early stage investment market is being hosted by 22@, BANC and HGP. The event will be included in the local annual Investment Forum organized by CIDEM (Centre for Innovation and Business Development of Catalonia), giving it an international scope.

This event offers business angels, seed funds and early stage venture capital funds from across Europe the chance to identify investment opportunities in 15 selected European companies representing the following 3 sectors:

• Med-tech and Healthcare
• Media and IT
• Cleantech

During the event, 10 additional selected Spanish companies will be allowed to display their activities through video presentation.

Entrepreneurs wishing to apply to participate in the EASY Investment Forum event will need to comply with the following core requirements:

• High growth potential in the agreed sectors
• Marked international focus

All the selected companies will receive coaching for preparation for the event and further specific preparation the day before the Investment Forum event presentation.
the Investment Forum event presentation.

The deadline for receipt of applications is scheduled for the 10th March 2008.
Please register to the EASY Investment Forum by clicking HERE

The Easy Investment Forum in Barcelona on 21st & 22nd April 2008 is aimed at investors interested in seeking cross-border investment opportunities in internationally focused businesses across Europe seeking up to €2m in the above 3 sectors.

You will receive details of all of the 15 selected companies in advance and see pitch presentations from each of the companies, including the opportunity to meet and network with fellow early stage investors from across Europe and with a view to potential syndications.

If you are interested in participating in this event, please register to the EASY Investment Forum by clicking HERE or contact info@earlystageinvestors.org

Please find here the Forum Brochure

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It’s a buying opportunity for investors: Only 1 in 5 entrepreneurs do not expect to be hit by the credit crunch

Our survey of AngelNews companies and readers in the middle of March revealed that the effects of the credit crunch are not just being felt by the City. Only 19.2% of entrepreneurs who responded told us they have not been affected by the credit crunch and do not expect to be in the next 6 months. About 11.5% don’t yet know and the rest 68.9% have already been badly hit or expect to be within the next 6 months.

In contrast roughly half of investors have not been affected by the crunch and do not expect to be and half are already badly hit or expect to be in the next 6 months. Only one third of advisers are not and do not expect to be affected in the same period.

Blame for the credit crunch is being placed squarely on the government:
“The UK government’s response to this has been too slow. Compared to the US, which is in a worse state theoretically, they are dithering and that does not inspire confidence. I’m assuming that they want to be re-elected?” said one entrepreneur.

“Resign” said one investor.

The general view is that we remain an overtaxed and over regulated country, particularly in the workplace. The repeated message we receive from entrepreneurs and angels is that they want lower taxes, through reductions of both direct and indirect taxes and they strongly want reduced regulation in the workplace. The last clear message is that the heavy handed approach to regulation around investment should also be dropped.

But the credit crunch has created great buying opportunities for investors especially in great target sectors like med tech and B2B ICT which are less exposed to a consumer downturn, financial services and property. A good example of someone exploiting the opportunity is Amphion Innovations (LSE: AMP) which is an investor that builds shareholder value in the med tech sector with a very hands on approach. Take a look at Myconostica (see www.AngelNews.co.uk) which it is backing. Really early stage companies which have had some funding will also be good targets. As one investor put it:

“As an equity investor we are seeing a high number of quality opportunities that have previously would have been debt funded entirely.”

Another told us:

“The credit crunch is not an issue for young companies equity funded by investors. There is a barrier to achieving/making investment: compliance is so heavy handed that the two sides are prevented from getting together.”

So investors are in pole position to exploit the opportunity and with any luck will not take the downturn as an excuse to shut up shop.

What about views on the government’s post credit crunch tactics? Interestingly they may not be getting it as wrong as one might guess. We asked what people felt government tactics should be in terms of dealing with the credit crunch. Only 22% of investors, 23% of advisers and 39% of and entrepreneurs wanted more government backed venture funds – so ironically with the government only launching 3 ECFs this year (of which one is very likely to be a film fund) it appears to be listening to the market! People are less keen on the government supporting the liquidity of the banks (22% of investors, 32% of advisers, 35% of entrepreneurs were supportive), but are keener on giving more government contracts to growing businesses (33% of investors, 41% of advisers and 37% of entrepreneurs). This last point is becoming a cornerstone of government enterprise policy, so well done them!

As you know we never believe that the government has done enough to help enterprise. So what else can they do to help entrepreneurs and encourage the investors that back them? Doing more for our market might mean we can do something to stop the slide into recession. We and some others are looking to the review of EIS which is currently underway as a potential solution to the problem. (More about that next month).

But the most original ideas always come from the market. Take R Williamson’s idea that there should be a flat tax for business at 10% and that the banks collect it on behalf of government!

Richard Price of Treenergy Ltd had other original ideas:

“For many, some kind of structured VAT/PAYE “holiday” could provide a short term lifeline. Some method of underwriting development capital in a more accessible way would also be welcome.”

Dennis Cox of Risk Reward wants a change in accounting policies IAS39 and SFAS 157 which have been mucking around with how assets and liabilities are reported which is affecting balance sheets and profit & loss statements and therefore investment and credit worthiness.

The overall the message to government is clear: if you are going to tinker, keep it simple and make sure changes are about reducing not raising taxes; don’t waste taxpayers money on things that do not stimulate enterprise; and whatever you do, do it quick. The most important thing now is to stop the drain of entrepreneurial and investment talent abroad.

In the words of Pete Smith co-founder of Songkick www.songkick.com

”Britain is missing a wonderful opportunity, and meanwhile the US is waking up to the cost of their restrictive visa laws. Although Songkick is based here in the UK, we are seriously considering leaving for New York within a year. Incentives to stay would make a big difference to us.”

Regardless of government, investors now need to take a view on what they should do. We know the non-dom angels are leaving, and may never come back, so the pool is shrinking. Here at AngelNews we think the combination of factors is good news for angels and other early stage investors with cash available. Ignore the old stock-broking adage of “sell in May and go away”; but instead “buy in May, but don’t overpay to play!”

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Imperial Innovations, the IP commercialisation and investment company based at Imperial College London, was ranked second in the UK on volume of deals by Director magazine in 2007. We thrive on being at the forefront of innovation and start-up company incubation.

To enhance the quality of our deal flow pipeline in the cleantech sector, we are collaborating with the Carbon Trust and WRAP to deliver incubation services to the best low-carbon and recycling technology start-ups in the UK.

What's in it for us?

An opportunity to work with the best UK-based businesses and potentially invest in their further development.

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Angels are typically experienced business people. More often than not they have made their money by building and disposing of their business. Others may have made their money “in the City.” When they start out, not all angels realize that investing in angel deals is not going to be the same as investing in and building their own business. Angel investing is much more akin to investing in property or other assets such as the stock market or commodities. Few people would invest in any of the latter without talking to experts who understand those markets, and yet many angels seem to think that they do not need to take advice on their angel investment portfolio.

Sure, they may ask their lawyer to take a cursory check over the legal agreements or they may talk to their accountant about the tax effectiveness of their investment structure, but unless you are backing a company which is operating in exactly your sector or have done so many angel deals that you really understand the issues it is wise to take as much advice as you possibly can, both free and what you must pay for.

The first step to taking advice is to understand what budget you wish to allocate to that advice and who is going to pay the advisory bills. It is normal for upto 10-15% of the value of the investment to be spent the costs of doing the deal. Perhaps 5% of that will be paid away in commissions to the people arranging the deal e.g the business angel network or the corporate finance adviser to the company, but this still leaves 5-10% which can be made available for advice.

These are the sorts of advice taken by people who are exceptionally good at angel investing.

1. Checks on the management
There are great merits to the “look them in the eye” approach to management due diligence, but with simple credit checks costing a £5 via Experian there is really no reason not to do this and it may throw up some interesting facts about how the management treat other peoples’ money. Clearly if you are investing in a business involving vulnerable people, a police check might also be a good idea. Always take up references and double check CVs,not just on the people you meet but also on the senior people in the team behind them. Some VCs have been known to hire private investigators – possibly this is going too far, but it may be worth employing a headhunter or making a few phone calls yourself to see if the senior people have a reputation for delivering on their promises. If there have been employees who have left the firm or directors who have resigned, find out why.

2. IP due diligence
It’s a very common misperception in the angel world that a company with patents is stronger than one without, particularly in technology businesses. In a previous article AngelNewsletter Online #43 Carpmaels & Ransford talked about IP due diligence. The main point to reiterate here is that a patent can be issued and give the company the right to make/deliver something, but if someone has a wider patent over the area concerned this may prevent your investee company from ever commercializing the opportunity because they would immediately breach the other patent. If a patent has not yet been issued, it is possible that it may never be, so why not talk to a patent lawyer about the likelihood of this happening. Remember a patent is no guarantee that something will actually work in a commercial arena.

Copyright is a major issue. Do the web designers actually own the copyright to the website and does the designer own the logo? What is going to the cost of buying out the copyright?

3. Due diligence on the financials of the investee company
The worst story I have heard about an angel deal was one where it took the company 3 days to spend £250,000 of new money paying off old debts. Have a really thorough check of the financial history of the company and relate it to where they are today. Did that website really cost only £5,000 or is there another bill for £20,000 hidden away. Check with the people who built the website.

One of the most important reasons to employ an accountant is to look at the future cash projections. Working capital is often seen as an old fashioned concept, but it is none the worse for that. What is the margin for error in the cashflow projections? Have a chat to the company’s bank manager to see if, in these credit crunch days, the company may find its credit facilities may be pulled. Those of you who have lived through this experience in the past will know what I mean.

4. Tax advice on your position as an investor
Lots of deals are sold on their EIS qualifying status. There are three things to think about here. One, it is all too easy for a company or indeed other investors to take an action that breaches the EIS rules ending in all investors having their EIS relief pulled. If this happens not only will you not qualify for breaks on the profits when you exit, but also you will have to repay with interest any relief you have already claimed. EIS is also under review at the moment so things may change. If you have any doubts, it would be worth doing a deal with the entrepreneurs so that you are compensated if the relief is pulled.

Secondly, I can see no logic in investors paying a higher price for EIS qualifying shares than for other shares, simply because the shares qualify for EIS. Your tax position as regards EIS should be between you and the taxman, not between you and the company. So think long and hard before accepting a deal where others are getting a better deal than you are because you can buy EIS shares.

Thirdly, remember that EIS is available on ordinary shares only, but this does not mean you cannot also buy preferred shares or options and lend the company money. As long as there is not a direct return of capital to you via the other types of share or option, which has clearly come to you because you have also invested in the EIS shares, you should be in the clear, but this article is not tax advice. Pay a good accountant who understands personal tax and tax effective schemes to help you out.

5. Checks on the “quality of the deal”
It’s amazing how many new investors do not talk to other existing and potential investors in a company which they plan to back. Make those phone calls and find out what other people think, even if it is an informal view. Chat around the industry in which the company operates. You will be surprised how many of the big corporates will have already spotted their potential challengers and the businesses with who they might want to trade at some point.

Chat also to VCs and others who have a good handle on current valuations – compare the valuation to quoted companies on AIM, PLUS MARKETS or NASDAQ. The cost here may be your time, but there are also plenty of deal databases that your accountant or friendly corporate financier can get details from.

6. Environmental impact
The rules and regulations around CO2 emissions are only going to get tighter. It’s a brave investor who does not consider the potential impact of carbon taxes etc on a business, even if it is only because the costs of rubbish collection are much higher than you originally thought! Talk to one of the many bodies such as The Carbon Trust or use a good environmental consultant or lawyer to help you out.

7. The legals
It goes without saying that you should use a lawyer to check out the legal agreements you are about to sign, but are you using the right lawyer who really understands angel deals. The lawyer you use for your commercial affairs or for family matters may not have the detailed experience of angel agreements, particularly in the context of companies that may need several rounds of investment before you can exit. A good lawyer might be able to write an agreement that does not simply get torn up the next time new investors come into the deal.

8. Insurance
Often overlooked, but mistakenly so. Does your potential investee company actually have the right insurance and in the right amounts. If a business suffers from a major fire, it can take 18 months or more to get back up and running: check out the loss of profits cover as soon as possible. Also think about key man insurance; your devoted entrepreneur may be prepared to work for peanuts, but what if they become incapacitated and you have to hire a professional from outside to do their job?

As a rule, people of all types feel warmly about angel investments and will give you a lot of help for little money. Sometimes this is because they like the idea of helping and sometimes they have an eye to building a relationship with you as an investor or the investee company itself, thus generating good fee income in the future. Take advantage of goodwill and use your advice budget wisely.

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Two Venture Capitalists went to lunch.

One said to the other, “Let’s relax while we eat and talk about something other than investment for once.”

“Good idea”, said the other, “Let’s talk about women.”

“Okay, common or preferred?”

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Furniture producer turns itself into an automotive technology company

Andrew Miles told us of this story about an old customer of his from his days in the plastics sector.

Prior to my time at Pera, I was involved in machinery sales in the plastics sector. After some time with Pera, one of my old customers was facing a hard time selling to the furniture industry, and with the introduction of global sourcing by his main customers, the business looked in terminal decline.

The MD’s brief was to help him change business models and sectors, but with very limited budget! Running through the front end market focused work with him, we identified a gap in the market for self powered devices, where we pull otherwise wasted energy parasitically from the environment that the device is operating within.

Our first approach to the EC resulted in €1million to develop a self-powered tyre pressure monitoring device for the automotive sector. Together with the associated IP portfolio we helped him to create, he is now on the cusp of signing up his first licence deal. Along the way, we realised that there could also be a significant market in the haulage fleet market, and when approached the EC agreed to a further €1.4m to develop this second market opportunity.

You would struggle to find a nicer guy, and it was real pleasure helping him to transform his business, but neither he nor I could possibly have believed that when we started out on this road that we would end up building his business into a hi-tech company in a completely different sector!

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If you had been investing back in March 1983, these are the sort of opportunities that would have been on offer to you!

Did you back any of them or do you know someone who did? Perhaps you know what happened to them for some other reason. If so, please let us know – we would love to find out (email replies to modwenna@angelnews.co.uk)

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We know you all want to meet each other, get more out of us and our Preferred Partners and generally make AngelNews work for you. So we have decided to up the ante on the number of events we would like to invite you to. Here is a list of them. We do hope you will be able to make it to one soon.