An inspiring motto hangs on a meeting room wall in the offices of high-tech investment house Durlacher: ‘Remember, shares may go down as well as through the roof’.
My occasion to be in this room was a meeting between the suits and anoraks involved in Durlacher’s innovative and much-publicised nothing-ventured.com website. This is its new online service, which allows the general public to invest in some of the companies that Durlacher backs via a dedicated website. Retail applications are made online only and investors have to subscribe to the nothing-ventured service, which costs £50.
To date, the involvement of my company, Marriott Harrison, in the wave of internet financings has been typical of this kind of work. Depending on the size of the company and the stage it has reached, we advise on incubator funding for start-ups, venture capital funding, private equity placings and raising money on stock markets – principally AIM, but also, full listings/OFEX/Nasdaq and Frankfurt’s Neuer Markt.
However, the firm’s involvement with nothing-ventured.com has run much deeper, and has involved advising on the online product itself.
As the website is allowing members of the public to apply online to invest in Durlacher-backed companies, parts of the website constitute an investment advertisement in legal terms and as such they are regulated by the Financial Services Act 1986.
The corporate finance team at Marriott Harrison has acted for Durlacher in a high proportion of its internet investments during the last four years. Even so, it was exciting that it should turn to us to advise on some of the Financial Services Act compliance aspects of the new venture.
And so it was that I entered a room that was occupied by four of the ‘techies’ behind the nothing-ventured.com website to discuss the detail of the site and the process for online application for shares.
On first impressions, the five of us corresponded absolutely to type: I was dressed in a suit, the four of them in jeans and T-shirts with a selection of goatees and stubble surrounded by pizzas and Coca-Cola.
“Hello, I’m your lawyer,” was my brilliantly intuitive opening gambit, which gave rise to nervous glances all around.
Our job together was to go through the website and check every page, every statement, every dot and every comma in this dot.com venture. We had to work along the entire path of the user, from the home page to the account opening procedure, through to making the application for shares in the companies promoted on the site. The technical team had
produced a test site, which I also had to check.
Further aspects were the terms and conditions of applying for the shares of the companies and the online retail application form. I had drafted a hard copy explanation of how the form should work and what it should look like. Now the techie team had to appraise what I had done in terms of technical feasibility and programme it into the site.
This was the first of a number of meetings and the speed at which we came to a common understanding of the job that had to be done, I am glad to say, boded extremely well for the future. It quickly became obvious that the technical team were at the top of their tree in terms of their expertise. They played with the code and altered the web pages with impressive speed.
We were an unlikely team – two very different disciplines coming from largely different worlds – yet we worked together well and accomplished all we had set out to.
Nothing-ventured.com has been a project that has excited all of us on the Marriott Harrison team.
We have been involved with internet financings since 1997 and acted on one of the first internet share offerings: the OFEX listing of iMVS (Internet Music and Video shop, which reversed into Boxman AB, a Swedish company, last year). Groundbreaking at the time, I remember our client’s momentary attack of nerves at inadvertently offering shares worldwide. “Is there a problem with this?” he asked. “Not at all,” my partner Jonathan Pearce reassured. “You just have to decide under which jurisdiction you would rather go to prison.”
Having been there at the start of the dotcom wave, it is gratifying to become more involved, even if peripherally, in the technical development of online business.
However, what we are all eagerly waiting for is the advent of the ‘paperless offering’. Despite innovations such as nothing-ventured.com – and there is no doubt there are many more to come in a similar vein – it is not yet possible to do a completely online offering.
It is still necessary for a hard copy of the prospectus to be lodged with the Registrar of Companies and hard copies also have to be available for 14 days at the registered office of the company.
With the first company to be offered for investment on the nothing-ventured.com site, Bizzbuild.com plc, we still had to prepare the usual documentation; placing agreement for the AIM listing, hard copy prospectus and all the supporting documentation.
There are currently moves by the Department of Trade and Industry to change the rules and, no doubt, the requirements for hard copy documentation will be whittled away; a development we look forward to with interest.
Meanwhile, time for another pizza.
Duncan Innes is a corporate finance partner at Marriott Harrison.
