The first time a potential investor attempts to access a funding profile, the potential investor will be presented with the Non-Disclosure Agreement proposed by the relevant company. If the potential investor accepts the Non-Disclosure Agreement, the potential investor (1) is indicating agreement to be bound to the terms, and (2) will be given immediate access to the funding profile. Please refer to Propose Changes for additional information.
A company may specify the access level for a funding profile. Public profiles are accessible to (1) all registered users, and (2) any non-users invited in accordance with the User Restriction Policy. Private profiles are accessible to (1) users specified by the company, and (2) any non-users invited in accordance with the User Restriction Policy.
Active funding are funding profiles that can be accessed by other users acting as potential investors (subject to the applicable access level). A company can remove access to (de-activate) a funding profile at any time by selecting ‘End Process’ from the Funding dashboard. At this point, the profile becomes an Inactive Funding.
Advisors may include financial, accounting, tax, legal, commercial, technical and other advisors. Users of this website are expected to consult with their own advisors to assist them in making investment decisions, and are solely responsible for conducting for their own financial, legal, accounting, or other due diligence review. We do not provide, and the contents of this website do not constitute, financial, legal or tax advice.
Each advisor email address can be associated with only one user at a time. This is to ensure that your advisor has a unique log-in and password for access to your account. If your advisor is working with more than one user as a client at the same time, we would recommend that your advisor create a separate alias email address for each client. As a result, the advisor has a unique email address and log-in for each client’s account.
Our application includes, collectively, the web application maintained through the website with URL https://www.rapidrecap.co.uk, any other websites maintained by us, and any such related applications, including an beta versions of such applications.
Users may be automatically logged out if their internet browser is idle for an extended period of time. This is a security feature to prevent unauthorised access to the portal when a user’s computer or device is left unattended.
We request that all users confirm certain statements, from time to time, to promote compliance with laws and regulations applicable to their activities within the portal. These statements may relate to a user’s compliance with sanctions, anti-corruption and anti-money laundering rules, among other things. We refer to these statements as certifications. If you or your institution cannot make a certification requested, or a certification your institution made earlier becomes untrue, and you wish to continue to use the portal, please contact us.
A company is required to provide a name for the company involved in the potential funding. The company name is provided in the Company Overview section of the profile. The company name may be the legal name of an entity, a trade name or brand name, or a brief description of the business or asset. This description may be intended to preserve the confidentiality or anonymity of the company. The company name will be viewable to, and searchable by, any user that has access to the profile, even before any process and non-disclosure terms have been agreed with that user.
A company is required is complete an company overview, which contains basic information regarding the company. Information extracted from the company overview will be searchable by any users that have access to the profile.
A company is required to identify (1) the reporting currency of the company (in the Company Overview); and (2) funding currency, which is the preferred currency of the potential transaction (in the Transaction Overview section of the profile). The currency identified in the Company Overview is not required to match the currency identified in the Transaction Overview.
It is recommended that the currency in the Company Overview match the currency of the financial statements associated with the relevant business (if those financial statements have been prepared in a supported currency). As necessary, a company may provide numerical financial information in alternative currencies in other sections of the profile (such as in the Financials & Assets section).
Diligence questions refer to questions of a potential investor sent to a company in relation the company related to the potential transaction. Diligence questions may refer to descriptions within a profile, such as commercial, financial and legal matters, or other topics.
Draft Funding are profiles of a potential transaction that a company has not yet submitted to the portal. Draft Funding can only be viewed by the relevant company.
Companies are required to provide a numerical value for EBITDA in the Company overview section of a profile. Users can screen potential transactions accessible to them based on EBITDA, as an indicator of the size of the potential transaction. The financial performance measure provided in the EBITDA field is at the sole discretion of the company.
EBITDA ordinarily refers to earnings before interest, taxes, depreciation and amortisation, measured over the four most recent consecutive fiscal quarters ending prior to the date of the profile. In these cases, EBITDA should be calculated based on (1) operating profit before taxation, before deducting or adding any interest owed, plus (2) any amounts attributable to amortisation or depreciation, in each case based on the generally accepted accounting principles applicable to the relevant company or business.
A company may elect to provide a non-revenue alternative financial performance measure in the field for EBITDA, as an indicator of the size or value of the potential transaction. If a company does so, the profile should contain an appropriate explanation of that financial measure, including all adjustments that have been made to calculate such measure. The recommended location for this explanation is the Financials & Assets section of the profile. Non-revenue alternative financial performance measures may include, among others, adjusted EBITDA, divested EBITDA (EBITDA associated with the businesses being divested), EBIT, EBITDAR (EBITDA plus rent expense) or net operating income (NOI) (for real estate transactions).
Potential investors should take all information provided by the company into account when considering the relationship between (1) the EBITDA identified in the Company overview, and (2) the actual financial performance measures of the relevant company or business.
All financial information provided in a profile is the responsibility of the company and is provided at a potential investor’s own risk. It is recommended that any historical financial information be prepared (1) in accordance with generally accepted accounting principles applicable to the relevant company or business; or (2) using reasonable alternative financial measures, selected by the company in its sole discretion. All financial information contained in a profile is not reviewed or verified by us and is not required to be presented in accordance with UK GAAP, IFRS or any other specific accounting standards.
A company may elect to include a financial model in the Transactions Overview section of the profile. The financial model may contain management’s projections and underlying assumptions, and any other information that the company elects to include. The financial model is an optional document.
Inactive funding are profiles for potential transactions where the company has ended the process within the portal, or where the potential investor’s proposal has not resulted in a shortlist invitation or preferred buyer status. A profile under inactive funding can be resubmitted to the portal by the applicable company as an active sale.
Users will be prompted to identify investment preferences for administrative purposes. Investment preferences do not restrict a user’s ability to access public profiles that are outside the user’s investment preferences.
A company may include a logo in the Company overview section of a profile. The logo may be a company logo, brand logo or other image the company has selected to be associated with the company or business involved in the potential transaction.
Mandatory Profile Content
Before a new funding can be submitted to the portal, certain minimum information regarding the company or business must be provided under the Company overview, Transaction Overview, Proposal Requirements and Access sections of the profile. Users will be prompted to complete this information when preparing the profile. Please refer to New funding for additional information.
Before a user acting as company begins to prepare a profile for a new funding, we suggest the user compile the following information regarding the related company or business (to the extent available): (1) a high-quality image file (png, jpeg, etc) of a logo or other image associated with the company or business; (2) any existing pitch deck, teaser document, information memorandum, marketing document or similar document that describes the company or business; (3) historical financial statements and reports; (4) management accounts; (5) constitutional documents (articles of association or equivalent documents); and (6) the profiles, resumes or CVs of the directors and senior management, as well as any significant individual shareholders. The company may also wish to compile a list of targeted potential investors for the company or business, for purposes of the Access section of the Profile.
The user may also find it helpful to compile separate high-quality image files containing the following: (a) organisational chart, (b) a group structure diagram, (c) extracts of financial projection outputs and historical financial results, (d) photographs of the products sold by the company or business (if applicable), (e) photographs of the premises of the company, and (f) other relevant images or diagrams relating to the company.
Users should be aware that availability of the foregoing information and materials should contain background information appropriate to expedite the creation of a detailed profile for a new funding, and will contain the minimum mandatory information required to submit a profile and more. However, users are not required to share all of the foregoing information with potential investors through the profile.
Given the nature of the potential transactions eligible for the portal, it is expected that users will conduct certain activities outside of the portal environment before a transaction is completed. These activities may include face-to-face meetings with management, advisors, customers, suppliers and other key parties; site visits and inspections of premises, facilities, products and personnel; other due diligence activities; and final negotiation, preparation and execution of the transaction documents. We are not responsible for the arrangement or scheduling of any offline activities, and users undertake these activities at the own risk.
Potential investors are, for private profiles, users that have been invited to participate in a potential transaction or, for public profiles, other users of the portal. Potential investors are able to agree to the Non-Disclosure Agreement applicable to the profile and, after doing so, view the profile for the potential transaction, access associated documentation provided by the company, submit diligence questions or term sheet markup comments, and submit a proposal. Potential investors that are not authorised firms are only permitted to participate in potential transactions to which they were invited. For purposes of the proposal stage, there can only be one potential investor per proposal, and such potential investor must be associated with an institutional user.
A user may elect to make its account ‘private’ with respect to other users. If an account is marked ‘private’, the user will not be able to be selected for invitation to access private transaction profiles created by other users. For additional information, please refer to Access. Private account may be enabled in the Manage Profile panel.
Users are provided with the option to use standard Non-Disclosure Agreement in relation to potential transactions within the portal. All users are prompted to acknowledge the content of the standard Non-Disclosure Agreement. Acknowledging the Non-Disclosure Agreement does not bind you or your institutions. You or any other individual authorised by your organisation to do so can acknowledge the Non-Disclosure Agreement. Users are provided the option to customise or replace, in whole or in part, the Non-Disclosure Agreement for a particular potential transaction using the portal. If you would like to establish standard terms customised to your institution, please contact us.
If a user makes edits to an account’s institutional profile, that user will be prompted to confirm the use of the Non-Disclosure Agreement before these changes will be saved to the institutional profile.
A profile ordinarily refers to either (1) a description of a potential transaction and the related company or businesss submitted within the portal (managed through the Funding dashboard and My Offers dashboard); and (2) the user profile of an individual user and a related institutional user (managed through the Manage Profile menu).
Propose changes refers to a potential investor proposing changes to a digital document presented by a company for acceptance through the portal.
The first time a potential investor attempts to access a funding profile, the potential investor will be presented with the Non-Disclosure Agreement proposed by the company. If the potential investor proposes changes, (1) the potential investor will have an opportunity to propose modifications to the Non-Disclosure Agreement before accessing the funding profile, and (2) the company will have an opportunity to approve these changes (or make further changes). Please refer to Access for additional information.
Parties can request access to the portal directly from the Rapid Recap home page (www.rapidrecap.co.uk) by clicking ‘Request Access’ in the left-hand menu. Parties must comply with the User Restriction Policy to be granted access.
Revision history refers to the history of changes to clauses in the digital document by a company and potential investor.
The portal is intended to save user content periodically during a user’s session. Content within a section of a profile is saved when a user advances to the next section of the profile. If a user closes a browser window or tab during a session, the user’s internet connection is interrupted, or the user remains inactive for an extended period of time, the related content that has been inputted within the portal may not be saved. For the best user experience, we recommend that users (1) regularly save content by navigating within the portal (rather than let a session become inactive before content has been saved), and (2) backup text and graphical content to be saved within a profile.
A company is required to identify the sector of the company or business involved in the potential transaction in the Company overview section of the profile. The sector chosen may be used by potential investors to search for the potential transaction. Accordingly, the company should select the sector that is most representative, considering the characteristics of the company or business. Potential investors should consider that a company or business may be involved in multiple sectors or may be involved one or more undefined sectors. Potential investors should therefore take all information provided by the company into account when considering the relationship between the sector identified and the characteristics of the relevant company or business.
Select Files enables a user to upload one or more files associated with a topic, which can be downloaded by other users with access to the relevant profile. Companies can select files to provide explanatory details and supporting information regarding the topics covered in a funding profile. Potential investor can select files to provide explanatory details and supporting information regarding the topics covered in a proposal. Users can upload files in batches (i.e., multiple files in a single upload). Each upload overwrites the previous attached files. As a result, if a user intends to add an additional new file, the user should re-upload an existing files together with the additional new file.
Submit changes refers to a company re-sending a digital document (such as Non-Disclosure Agreement) to a potential investor, with (1) changes that the company has proposed to that digital document, and (2) (if the company so elects) further changes proposed by the company. Please refer to Proposed Changes for further information.
The portal records times according to time in the United Kingdom: Greenwich Mean Time (GMT) or British Summer Time (BST) (GMT+1), as applicable.
A company is required is complete the Transaction Overview section of a profile, which contains basic information regarding the potential transaction. Information extracted from the Transaction Overview may be searchable by any users that have access to the profile.
Companies are required to provide a numerical value for Turnover in the Company overview section of a profile. The financial performance measure provided in the Turnover field is at the sole discretion of the company.
Turnover ordinarily refers to revenue measured for the four most recent consecutive fiscal quarters ending prior to the date of the profile. Ordinarily, Companies should base Turnover on financial results determined in accordance with the generally accepted accounting principles applicable to the relevant company or business. Circumstances (such as divestiture of a business or asset with a limited operating history) may necessitate other approaches, however. In such circumstances, the profile should contain an appropriate explanation of how this financial measurement was calculated. The recommended location for this explanation is the Financials & Assets section of the profile.
Potential investors should take all information provided by the company into account when considering the relationship between (1) the turnover identified in the Company overview, and (2) the actual financial performance measures of the relevant company or business.
A user account may have multiple individual user accounts acting on behalf of the institutional user account, in accordance with the User Restriction Policy. Each such individual user account has a unique email and password associated with it. If you would like remove an individual user account from an institutional user account and are unable to do so through the portal, please contact us.
2FA refers to two-factor authentication: requiring more than one form of authentication to access your account. Users may enable 2FA based on a QR (Quick Response) Code, a type of matrix barcode, scanned into a compatible 2FA mobile application, such as Google Authenticator. When 2FA is enabled, a user will be prompted to provide a 6-digit code generated by the 2FA mobile application before being provided access to the user’s account. Users should be aware that any third party with access to both the user’s password and mobile device (containing the 2FA mobile application) will be able to access the user’s account. If a user’s mobile device is lost or stolen, notify us promptly to update the account security settings.