30 days to go
€ 1.842.542 of € 2.500.000
Administrative Foundation Informal Investors Ampyx Power
30 days to go
€ 1.842.542 of € 2.500.000
Administrative Foundation Informal Investors Ampyx Power
Our goal is to raise a total of € 2.5 million new informal capital this year. Prior to this crowdfunding campaign, which we launched on April 11, 2017, our existing informal investors invested in Ampyx Power in a pre-launch campaign, in which holders of depository receipts via the Administrative Foundation Informal Investors Ampyx Power have invested over € 520,000, and new investments of € 900,000 were made by our angel investors. These amounts are included in the status bar.
The need for renewable energy is increasing rapidly. Ampyx Power develops a disruptive novel technology to produce low-cost renewable power with Airborne Wind Energy Systems (AWES).
We have been working on developing our technology for eight years, during which we built three generations of prototypes with which we have proven all aspects of our technology concept. In December 2016, after a design process lasting two years, we started construction of our fourth and final generation prototype, with which we will demonstrate the full functionality and performance of our AWES. Thereafter, we will commercialize our technology, in close cooperation with our launching customer E.ON, one of the largest energy companies in Europe, and other compelling partners. In 2016, we started the development of our initial commercial product, a 2.0MW AWES.
With this campaign we aim to raise the funds to allow us to complete the construction of our last prototype. We hope to reach this goal together with you. Therefore, we invite the crowd to invest in our company. With an investment in Ampyx Power, you take a stake in tomorrow’s energy.
Richard Kooloos, investor and board member STAK Informele Investeerders Ampyx PowerDirector Sustainable Banking ABN AMRO Bank
Our plan for the future
We have a clear strategy for the commercialization of our technology and we have everything in place to develop our commercial products. This year, our international team of 45 experts is constructing an Airborne Wind Energy System that can autonomously operate and generate power 24/7. This is a final prototype before we will develop and market a certified commercial 2 MW AWES. By 2020, with a single AWES, 2000 households can be provided with renewable power.
Over the next decade or two, Airborne Wind Energy Systems have the potential to replace conventional wind turbines altogether – allowing wind energy to be produced at lower costs, with less environmental, visual and noise impact, and at locations which are currently not feasible for wind energy production.
How are we financed?
Ampyx Power is an independent company. Over the past 8 years we realized financing of in total € 22 million, of which approximately 55% consisted of Dutch and European innovation subsidies and other grants. About € 15 million has been invested in technology and market development until early April 2017, the remaining funding of more than € 7 million is still available in the form of cash, granted subsidies, and other confirmed contributions which we will receive in future.
The crucial role of informal investors
Our informal investors consist of angel investors and investors who have invested through the Administrative Foundation Informal Investors Ampyx Power (the AF). Until the end of 2016, in previous campaigns, about 400 people jointly made equity investments of approximately € 4 million, of which over € 3 million through the AF. In addition, informal investors provided convertible loans in 2015/16, totaling approximately € 1.5 million.
In the pre-launch campaign, equity investments by informal investors have increased to € 5.7 million, through new investments of € 520,000 through the AF, new investments of € 900,000 by angel investors, and the balance by conversion of loans (Only the new investments are included in the above status bar). With this, more than 70% of the total equity investments in Ampyx Power have been provided by informal investors. Investment funds accounted for the remaining € 2.3 million.
Interested in joining us too? Invest today in the energy of tomorrow!
With the aim to fund the construction of our fully functional final prototype, we appeal to the crowd once more. More information? By registering on our investor portal, you will get access to the Memorandum Financing Round 1-2017, in which our business plans and our proposition to invest in depository receipts of shares in the capital of Ampyx Power through the AF is explained in detail. You can also make your investment online through the investor portal.
In order to offer an attractive investment opportunity to new angel investors who wish to make an investment of € 200,000 or more, we are currently implementing changes to our legal structure. In the course of May 2017 we will start actively offering this proposition. Should you be interested to become one of our angel investors, please contact Wolbert Allaart, our Managing Director, at email@example.com.
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Udo Zillmann, investor in Ampyx PowerManaging Partner Daidalos Capital and AWE specialist
We have developed an online portal for this investment round where you can purchase your share (Depository Receipts) in our company. Please create a profile on our portal. You will receive an e-mail notification with login instructions. Once you are in the portal you can request our memorandum and after that you can make an investment in just a few steps. You can join us by purchasing Depository Receipts of preferred Class D shares in the capital of Ampyx Power B.V.. The price per Depository Receipt is € 6,50.
You can pay with Ideal or by bank transfer.
About informal investors and other financiers of Ampyx Power
The main purpose of this crowdfunding round is to raise the capital required to complete the construction of our latest prototype. Your investment will help us to build a fully functional Airborne Wind Energy System, which we will test and demonstrate with our partner E.ON in Ireland.
In addition, we would like to attract a large number of new informal investors to our business.
In short, informal investors are essential – without informal investments, Ampyx Power could not have built its leading position in the emerging Airborne Wind Energy sector. Informal investors therefore play a crucial role in the creation and commercialisation of our groundbreaking technology. Informal investors have so far provided more than 70% of the required share capital. This share capital is needed to materialize other sources of funding, such as subsidies and grants – as donors almost always demand a significant percentage of own contribution in subsidized projects. This own contribution has thus largely been provided by informal investors.
So far, more than half of Ampyx Power’s funding has come from subsidies, grants and contributions from large companies. 70% of Ampyx Power’s share capital has been provided by informal investors, and 30% by investment funds.
In total, Ampyx Power has realized over € 22 million financing since its inception. Of this, more than 25%, € 5.7 million, has been provided by informal investors. More than half of Ampyx Power’s funding has come from subsidies, grants and contributions from large companies.
No. Ampyx Power is nowadays well positioned to raise capital from professional investors – the cooperation with E.ON is a clear proof of market interest in Ampyx Power’s technology and the time needed for commercialization of technology is acceptable to professional investors. In recent years informal investments were crucial to the company’s progress, and during 2017 informal investments will remain an important element of Ampyx Power’s financing. It is our expectation that the capital we will raise as of 2018 will largely be provided by professional investors.
These terms are used interchangeably. Informal investors are private investors investing their own funds, unlike investment funds, which generally manage the resources of others.
Holders of depository receipts have invested through the Administrative Foundation Informal Investments Ampyx Power (AF), generally in amounts up to € 200,000. Informal investors who have invested € 200,000 or more hold (indirect) shares in Ampyx Power. These include the investors who made their initial investments in the years before 2014, when the AF had not yet been established. The informal investors who have not invested through the STAK are also called “angel investors”.
No. Investors who invest larger amounts will not be offered a discount because we find it important that the financial proposition for all our investors is equal regardless of the amount of funds invested.
However, investors willing to commit amounts of € 200,000 or more, may invest through a holding called Investor Network Ampyx Power B.V. This could have fiscal advantages. Whilst for holders of depository receipts, the Board of the AF exercises the voting rights on the underlying shares, investors through Investor Network Ampyx Power B.V., as an (indirect) shareholder have a more direct impact on Ampyx Power’s governance and decision-making, and also receive more detailed information about the company’s progress. As a consequence, these investors are bound by the confidentiality obligations that apply to them as part of the shareholders’ agreement of Ampyx Power.
About governance, shareholdings, role of the Board of the AF, and information rights
The day-to-day management of the company is exercised by three directors: Wolbert Allaart (Managing Director), Richard Ruiterkamp (Founder and Technical Director) and Pim Breukelman (Commercial Director). This Board of Directors of Ampyx Power is governed by the General Meeting of Shareholders (GMS). For certain decisions of the Board of Directors, prior approval of the GMS is required. It is intended to install a Supervisory Board in the course of 2017 in addition.
Shares in the company consist of STAK (22%, D shares), Stichting Administratiekantoor Medewerkers Ampyx Power (45%, B shares) and other investors (33%, shares A and D). For most decisions of the AVA, at least half of the votes of shares A and D (the investors so) are required – it is thus not that management and employees with their 45% interest, together with a very small proportion of investors Can make decisions.
Shareholders in the company include the AF (22%, Class D shares), the Administrative Foundation Employees Ampyx Power (45%, Class B shares) and the remaining investors (33%, Class A and Class D shares). For most resolutions of the GMS, at least half of the votes of Class A and Class D shares jointly (hence, the investors jointly) are required.
The Board of the AF exercises the voting rights of the shares held by the AF in the GMS, and does so in accordance with the AF’s Statutes and Terms of Administration. The AF is the largest investing shareholder with a stake of more than 20% in the company, and with that, has an important voice in the GMS.
Four out of five Board members are elected by the holders of depository receipts, and the fifth Board member is nominated by Ampyx Power. Each holder of depository receipts may nominate him/herself to be elected to the Board. The Board is elected every two years. The current Board was installed on July 15, 2016, so the next elections will take place in the summer of 2018.
Several shareholders’ meetings are held each year. The Board of the AF represents the holders of depository receipts in these meetings. Individual holders of depository receipts do not have the right to attend shareholders’ meetings or to vote in shareholders’ meetings. However, each holder of depository receipts may pursue to be elected to the Board of the AF.
No formal meetings of holders of depository receipts have been held to date. Ampyx Power itself does regularly organize information sessions for holders of depository receipts.
To date, we have regularly sent newsletters to holders of depository receipts, and in addition to information sessions are regularly organized. Now that the number of holders of depository receipts has significantly increased during this campaign, we are also planning to provide quarterly reports for holders of depository receipts.
About company value, the rights, risks and tax, related to depository receipts and the transfer of the receipts
A Depository Receipt is comparable to a share in the equity of Ampyx Power, with the difference that Depository Receipts do not give voting rights in the shareholders meetings of Ampyx Power. Depository Receipts are issued by the AF, and are linked to an underlying share, which is held by the AF. All financial benefits of the underlying shares will be for the holders of Depository Receipts, while the Board of the AF exercises the voting rights of the underlying shares.
Ampyx Power has issued ordinary shares classes A and B, and preferred class D shares. Preferred class D shares (these are the shares issued to the AF) have an extra feature: if Ampyx Power will be sold, all holders of preferred class D shares will first get their original investment back. The remaining exit proceeds will be distributed equally over all shares (including preferred class D shares). Holders of class A shares (issued to angel investors) will also receive their investments back prior to further distributions of exit proceeds.
If new shares are offered to third parties, existing shareholders have a pre-emptive right. The pre-emptive rights that are linked to the underlying shares held by the AF, will at all times be for the benefit of the holders of depository receipts. The shareholders” meeting of Ampyx Power may decide to exclude the pre-emptive rights related to an issue of shares – but only if that exclusion applies to all existing shareholders.
An investment in Ampyx Power has a very high risk profile. Under the rules of the AFM, the Dutch Authority for the Financial Markets, for this crowdfunding campaign, Ampyx Power is not obliged to subject the offering memorandum to AFM approval, or prepare a financial information package (financiële bijsluiter).
However, Ampyx Power finds it extremely important to inform you that if Ampyx Power were to provide a risk classification for investments in depository receipts of shares in the capital of Ampyx Power B.V., such classification would be, without a doubt, in the category with the highest possible risk.
Holders of depository receipts cannot be obliged to make additional investments, and there is no liability for any losses or obligations of the company on the part of holders of depository receipts.
Ampyx Power does not provide tax advice. Taxation implications of investments differ per country. Should tax considerations be an important element in your decision whether or not to invest, please contact us.
In principle, Ampyx Power regards investment transactions and cooperation agreements as separate tracks. However, some suppliers of Ampyx Power have elected to be (partly) compensated with Depository Receipts.
Both. Legally speaking, this concerns financing of the company. Investments made through crowdfunding benefit the construction of the prototype, but this cash flow is not necessarily linked to the construction costs of the prototype.
Depository receipts may be transferred without any restrictions. However, the AF must be informed of transfers, such that the register of holders of depository receipts may be adjusted in association with the transfer.
An investment in Depository Receipts is a long-term investment. There is currently no active market on which Depository Receipts are traded. The Depository Receipts may be monetized if Ampyx Power is purchased by a market party (such as a wind turbine manufacturer such as Vestas, Siemens or GE). It is not foreseen that Ampyx Power will always remain independent and will list its shares on a stock exchange. Another scenario in which Depository Receipts could be redeemed is if at any time there is more offer of professional investment than the company needs. Then, professional investors could deposit additional capital from which a purchase program of certificates can be funded. At which moment opportunities to redeem Depository Receipts will occur, is difficult to definitively assess at this point in time.
For information and context regarding company valuation and potential returns on an investment in Depository Receipts, we refer to the Offering Memorandum. This memorandum is available after registration on the investor portal.
We will be organising some crowdfunding events during the campaign. The events are in Dutch. Please click on the below buttons to register.
Note! An investment in Ampyx Power has a very high risk profile. As per the rules of the AFM (The Dutch Financial Markets Authority) there is no obligation to subject this proposition to AFM approval, or to provide a financial rider. But Ampyx Power and the Administrative Foundation Informal Investors Ampyx Power think it is important to inform you that, if there was a risk classification available for investing in share certificates in the capital of Ampyx power, it would without doubt be of the highest risk category.