#TOKEPORTAL

Glossary

(pre) registration

Registration at app.tokeportal.hu with an e-mail address or social media profile. The registration itself enables Users to browse the contents on the Portal. Further Identification of the User’s completed profile must be completed prior to initiating any Transaction. The pre-registration is the registration of Users during the pre-launch phase called beta on the Portal.

Angel, Business angel, Angel investor

An Angel is individual person, who possesses significant knowledge in the field of investment, entrepreneurship or relevant industry, and who contributes to the development of early-phase companies with his or her investment, advice and personal network. An Angel Investor may assume the role of Lead Investor in an equity-based crowdfunding campaign in exchange for a…

Campaign Agreement

The bilateral written agreement between Tőkeportál Zrt. and the Campaign Owner, which – in compliance with the Terms and Conditions – includes all the Campaign conditions, this includes the Funding Target, the campaign structure, the related rights and responsibilities, as well as the conditions of future cooperation. The Campaign Agreement includes an exclusivity for half…

Campaign Documentation

The documentation that the Campaign Initiator submits to Tokeportal.hu for campaign review and approval. The Campaign Documentation contains the following elements that describe the introduction of the Campaign Owner and the outline of the use of funds which will be available to all identified Users with an Investor Profile throughout the Campaign: the Campaign video…

Campaign Owner

The private limited company that has signed the Campaign Agreement with Tőkeportál Zrt.in order to launch a Campaign on the Portal to attract the attention of crowd investors and raise capital.

Campaign Pre-qualification or Scoring

Campaign review, validation

Over the course of the preparation for the Campaign, Tokeportal.hu reviews all data that is provided by the Campaign Initiator whether the Campaign is suitable for fundraising. 1) During the preparatory phase Tokeportal.hu and its mentor partners score the Campaign, validate the business plan, and value the company; 2) The Lead Investor (if there is…

Campaign Video

Campaign Initiators launch a Campaign on Tokeportal.hu in order to attract the attention of crowd investors and raise capital. The Campaign is always lead by the Founder of the Campaign Initiator company and/or its Lead investor. As the funds are raised in the form of share capital, a campaign can be launched by the private…

Campaign, Crowdfunding Campaign

A Campaign is an online communication project submitted by the Campaign Owner and disclosed on the Portal after being approved by Tokeportal.hu, which has a pre-defined Campaign Duration with aims to raise share capital. The Campaign includes the electronic Campaign Documentation (containing the one pager, the investment deck, a summary of the financial plan and…

Complaint

A notice, which the User submits either orally (in person or by phone) or in writing (in postal mail, e-mail or on the website) in compliance with the Complaint Handling Rules. The Complaint of the Complainant is related to an activity or omission of Tokeportal.hu regarding the implementation of the General terms of use between…

Crowdfunding, crowd investing

Crowdfunding in general is an online form of alternative (non-banking) finance. Crowdinvesting refers to the Campaigns of private limited companies aimed at raising share capital through specialized online portals. The conditions of crowdfunding comply with the regulations of private placement within the European Union. The general information regarding the Campaign  may be accessed by anyone,…

Custodian

The Custodian is a financial institution, which is independent both from Tokeportal.hu and the Campaign Initiators. The Custodian holds separate custodian accounts or special bank accounts for each Campaign Owner. Both Tokeportal.hu and the Campaign Owner can only get informed about the balance of the custodian account but do not exercise control over the amounts…

Custodian Account

The Custodian Account (or special bank account) is an account of the Campaign Initiator, managed by the Custodian, where the Campaign Initiator receives the advance payments of the investments. Investors may fulfil their Declarations of Commitment by transferring the advance payment of their investment to the custodian account. The scale of the advance payment is…

Declaration of Commitment

Identified investors with an investor profile indicate their intent to invest in the selected Campaign by declaring their commitment to invest an indicated amount. The Campaign Owner acknowledges the validity of this commitment when receiving an advance payment.

Entry Knowledge Test

A short online test to be filled in by each non-professional investor, which calls attention to the specific risks of investing in early-phase companies (startups).

Exit

Exit occurs when investors sell all their shares in the company, usually years after purchasing them, when the company is acquired or if it goes public. Investors of early-phase companies usually realize a return on their investment during an Exit. Tokeportal.hu is not a regulated market and does not facilitate secondary trading, although it may…

Final Campaign

Campaigns that during their preparation, meet all the conditions described in the Regulations of Tőkeportál Zrt. Campaign Owners may publish Final Campaigns on the Portal after receiving the consent of Tokeportal.hu.

Follow-up information disclosure

This includes the regular publication of the Key Performance Indicators (KPIs) that are determined by the Campaign Initiator; as well as the Information interval, during which Investors may ask questions posed to the Campaign Initiator regarding the performance of the company.

Funding Target

The Funding Target is the HUF or EUR amount of capital that the Campaign Initiator intends to raise. The Campaign Initiator may set both a Minimum and a Maximum Funding Target. The Campaign is considered successful if it reaches the Minimum Funding Target. The foreign exchange rate of the funding target is calculated on the…

Hidden Campaign

Campaign Initiators may decide to make their Campaign available only to certain registered Investors on the Portal. The purpose of the hidden phase may be to find a Lead investor or to make the campaign available only to invited investors.

Identification

Any person who wishes to use the Portal can register with their e-mail address or with their social media account after accepting the Terms and Conditions and the Privacy Policy. In order to gain access to the contents of the Portal and to become entitled to initiate transactions, Users must create a User Profile and…

Impact, Social Impact

If the business solution is profitable, solves social problems and provides sustainability it makes the Campaign more attractive to crowd investors. Companies with a social impact may be especially suitable for crowdfunding as the communities affected by the social problem may become investors of the Campaign in order to contribute to the solution.

Information Interval and Liability for Providing Information

A quarterly recurring interval after the campaign has been closed, when the shareholders may ask their questions posed to the Campaign Owner regarding the operation and the strategy of the company. Since crowdfunded companies usually have a large number of shareholders, this interval and the regulation on shareholders’ rights are required in order to make…

Investment indication, subscription for shares

The transactions (investments) are not carried out through Tokeportal.hu. When Identified Users with an Investor profile click on the “Invest” button on the Campaign’s page, then they become entitled to review the complete terms of investment and indicate their intent to invest.

Investor, Crowd Investor, Qualified Investor, Lead Investor

In general, Users with an Investor Profile at Tokeportal.hu are called Crowd Investors, or simply, Investors. We distinguish two categories of investors in accordance with European Regulations (MiFID): qualified and non-qualified investors. An Investor may be designated a professional investor by their investment service provider. Only identified Investors can indicate their intent to invest in…

Issuance of shares

KELER Ltd. has the right to issue new shares for Hungarian Campaign initiators. Foreign Campaign Initiators – after seeking proper legal advice in which Tokeportal.hu can help – can arrange the issuance in partnership with a Hungarian licenced investment service provider. Upon the instruction of the Campaign Initiator and Tokeportal.hu, KELER Zrt. issues and allocates…

Issue price of one share and the conditions of accessing the issue price

The issue price refers to the amount above the nominal value of one share, it is the wealth of the company above its capital stock. The minimum investible amount in a Campaign may only be a multiple of the issue price of one (new) share, expressed in HUF. The issue price of one share is…

Issuing of new shares and the allocation

Issuing of new shares of the Campaign Initiator Company is conducted by KELER Ltd. The allocation of the new shares pro rata to their invested capital is conducted by the Issuer, that is, the Campaign Initiator Company and upon its instructions the shares are transferred to the Investors’ securities accounts that is  verified in their…

Key Performance Indicators (KPI’s)

Indicators disclosed in the Campaign that represent the planned milestones of realizing the business plan that is introduced in the Campaign Documentation. The Campaign Initiator discloses the fulfilment of the indicators both to Tokeportal.hu and their own online sites. Furthermore, in accordance to the information rules set forth in the Term Sheet, the Campaign Initiator…

Liquidity

An asset is considered liquid if it can be sold at market price within a typical time frame. The shares of startup companies are usually transferable but not liquid as there is no organised secondary market for trading them. This lack of liquidity (illiquidity) is one of the main risks of investing in early-phase companies

Mentoring, Incubation

The mentoring service provided by Tokeportal.hu and its Partners to the Campaign Initiators is aimed at preparing the Campaign Initiators to launch their campaign and begin the capital increase process. The mentoring service is offered at favourable pre-agreed startup prices.

Monthly fixed cost, burn rate

Perks

In accordance with the international best practices of crowdfunding, the Campaign Initiator may offer small rewards (perks) in order to attract the attention of investors. The specific investment amounts together with the perks make up the investment package.

Pitch

A presentation of the investment offer based on the Campaign Documentation, including the Funding Target and the use of funds. It is usually a 3-8 minute long oral presentation that introduces the financial plan, and is accompanied by a written presentation (Investment deck or pitch deck) of 15-20 slides. Campaigns and campaign videos are often…

Portal, Tokeportal.hu

The website, which can be accessed at tokeportal.hu and app.tokeportal.hu. The Portal is available and operable 24 hours per day, customer service is available via phone, e-mail or chat service on working days between 09.00-16.00 excluding a lunch break between 12.00-13.00.

Post Payment

A Tőkeportál Zrt.-nek a sikeres Kampány után a Kampánygazda vállalkozás által egy meghatározott időszakon belül bevont további tőkéből, illetve adózás utáni eredményből való kismértékű részesedése a Díjszabályzat szerint.

Pricing, offering, valuation

The offering constitutes of a (minority) stake in the business, its valuation is expressed in percentages of the total share-capital after the capital increase (this is called pricing) that the Campaign Initiator offers to Investors in exchange for the requested funds (Minimum Funding Target), in form of share capital.

Professional Investor

Users who have created an Investor Profile and are considered professional investors or eligible counterparties based on § 48-51. of Act CXXXVIII of 2007 on Investment Firms and Commodity Dealers, that is based on the EU’s MiFID requirements.

Return on investment

There is a return on the investment required for the implementation of the financial plan, when the free cash flow of the firm (which is the remaining amount after covering the monthly expenses from the generated revenues) reaches the amount of investment. The return can be realized through dividends or exit. The Term Sheet discloses…

Risk, Risk warning

The most significant risk when investing in an equity-based crowdfunding campaign is that the Investors may lose their investment over time, or may not realize the expected return or simply, they must do without the initial investment for many years. The Risk Warning aims to inform prospective Investors about the risks involved in the transactions.…

Runway, Burn rate

The Runway of the company refers to the number of months when the fixed costs indicated in the financial plan (burn rate) are covered, funded. The Campaign Initiator discloses its Runway in its executive summary and in the summary of the financial plan.

Securities account

In the case of successful equity-based Campaigns, the Investors receive their dematerialized shares through allocation to their securities account, therefore an investor needs a securities account to gain Investor status on Tokeportal.hu. The securities account is a record of the dematerialized securities and related rights of the securities account owner. Securities account can be opened…

Start Up

An early-phase fundraising company or project that has been validated as eligible for investment, that has in general: a previously existing product with significant growth potential and/or considerable social impact and/or significant online presence. At Tokeportal.hu, the incorporation of such projects as a company limited by shares is necessary as the Campaigns are to raise…

Success fee, commission

The net commission, that the Campaign Initiator pays to Tokeportal.hu from the capital raised during the campaign period according to the Fee Regulation of Tokeportal.hu.

Successful Campaign

Tokeportal.hu considers a Campaign successful after the amounts arriving to the Custodian account of the Campaign Initiator reach the Campaign’s Minimum Funding Target. The Campaign continues until its expiry date or until reaching its Maximum Funding Target. After the Campaign has been closed, all investors shall wire the difference between the already paid advance payment…

Successful capital increase

Term Sheet

The Term Sheet of a Campaign includes the prospective shareholders’ rights, the pricing and all other relevant information. The Campaign Initiator discloses the Term Sheet among the Campaign Details and is accessible to all Users holding an Investor Profile. In the case of a successful Campaign, the Campaign Initiator increases capital, makes changes to the…

The First and the Last day of the Campaign

The First day of the Campaign is the banking day, when the Campaign Initiator publishes and launches its Final Campaign on the Portal. The Last Day of the Campaign is the last banking day indicated in the Campaign conditions. If the Campaign has reached its Minimum Funding Target before that, then it is closed on…

Trade

Transaction

We distinguish two different Transactions: Investment Indication and Campaign Launch. In both cases the Transaction is realized only upon approval by Tokeportal.hu. Both Transactions include two steps: The Investment Indication Transaction includes wiring the advance payment (which is to be calculated based on the submitted investment amount) after clicking on the Invest button, and in…

User

Persons or legal entities who have registered on the Portal but haven’t completed the identification process. Users  have limited access to content on the Portal

User

validation

The process during which Tokeportal.hu as well as its mentor partners and advisors check, assess and score the Campaign Initiator’s business model, it’s product, solution, product-market fit etc. The User Identification process is also called Validation, during which Tokeportal.hu, at its discretion, with a specialized service provider and in discussion with the issuer of the…

Valuation

The Company Valuation is the pre-money (pre-campaign) valuation, which can be calculated by subtracting the value of the offered equity (the Minimum Funding Target) from the future company valuation (including the capital to be raised).

*RISKS

Risk warning

The full range of information about investment opportunities are available only to investors approved by Tőkeportál Zrt. Tokeportal does not give investment advice, nor does it make offers. The enterprises raising capital through Tokeportal.hu are usually early-phase small and medium sized companies. Investing in such companies bears the risk of losing part of or even the entire capital invested. Invest in companies registered at Tokeportal.hu only if you fully understand and accept the risks involved. For further information please check:

LINKEDIN

@Tokeportal

FACEBOOK

@Tokeportal

EMAIL

hello@tokeportal.hu