Closing a Secondary deal
Confirmation of final investment details - approx. 8 days
The first step in Odin’s closing process is to thoroughly check all received payments from your investors and calculate any associated fees to confirm the final investment amount:
- Where Stamp Duty is applicable (eg. on UK secondaries), it will be charged to the Odin fee payer by default. In practice, Odin will deduct stamp duty from the final investment amount, which amounts to 0.5% of the total (and is rounded up to the nearest £5).
- As a reminder, Odin’s deal fees can be charged to one of three parties. Below you can get a quick refresher on who can pay Odin’s deal fees, and the practicalities of how they’re taken.
- Syndicate Lead - If you would like to pay Odin’s fee yourself, we will simply invoice you during the closing process to pay our fees by bank transfer. Many syndicate leads actually offset these fees by charging their own investors a management fee, or syndicate lead fee. You can read more on this below.
- Seller(s) - You can specify that the seller(s) of the shares pay Odin’s fees. Ordinarily, we would net out our fees from the final investment amounts that we wire to each seller at the end of the closing process. If required, Odin can also invoice the seller(s) for the fees during the closing process, and they would then pay the invoice via bank transfer. However, you’d need to inform our team about this up-front.
- Investors Pro-Rata - If your investors are happy to pay Odin’s platform fee, you can also pro-rate Odin’s fees among them. The fee amount will vary according to the investor’s ticket size - i.e. an investor on a £50k ticket pays 10x more of the fee than one on a £5k ticket. At the point of closing, Odin will calculate the final fee, net it out from the total amount wired to Odin by your investors, and send the remainder to the investee company.
Once fees are finalised, the final investment amount will then be communicated via email by our Deal Operations team to you first for confirmation. Once you confirm you’re happy with things, we’ll contact the Seller(s), and share the numbers and the signature block details for legal documents. If we have a draft copy of the investment legals, the team will also communicate any required changes to the legal terms as part of this email.
You, as the Syndicate Lead, will be copied into this communication.
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Signing legal documents - approx. 4 days
Once numbers are finalised, the Seller(s) or Buyer must send Odin’s legal team the investment documents to sign.
The simplest way of getting Odin’s signature on the investment legals is for the Seller(s) or Buyer(s) to send them across to Odin’s Legal team via Docusign or similar.
Once Odin’s Legal team have received the final legals for signature and are happy to sign, they will add Odin’s signature on behalf of the SPV, having first shared the documents with you to verify.
Once all parties have signed the documents, Odin will request the completed set of legals for our records.
Fully-executed legal documents will be available via the “investment agreement” link on the deal page. By default, all investors will be able to access the complete, executed set of legals through the Odin platform.
Odin will then begin the process of wiring the purchase amounts to the Seller(s) of the shares.
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Wiring funds and confirming receipt - approx. 4 days
Following completion of the legals, Odin will then begin the process of wiring the final investment amounts to each of the Seller(s) involved in the deal.
If bank account details for each Seller’s receiving bank account have not been included in the legals, Odin’s Deal Operations team will always confirm these with the Seller(s) before proceeding with the wire.
Odin’s Deal Operations team will then ask the seller(s) to confirm receipt of the funds to be sure they’ve landed correctly in their account.
Following wires, for UK deals Odin will need to inform HMRC of the transfer of shares. Odin’s Deal Operations team will complete a Stock Transfer Form (STF) for each Seller, request signatures and submit them all to HMRC. These will be backdated to the correct date.
From this point on, the deal is considered ‘closed’ on Odin. Our Deal Operations team will mark the deal as closed, and it’ll move to your ‘Portfolio’ of deals on Odin (the same is true for your investors). This is also the point at which the platform will automatically generate proof of investment documentation for your investors.