One of the most important documents you'll need to prepare for your Republic Europe campaign is the Key Investment Information Sheet (KIIS).
Under European Crowdfunding regulations, the KIIS is a mandatory document for any equity crowdfunding campaign offered to EU investors. It is designed to give potential investors a clear, standardised, and transparent overview of your business, the investment terms, and the associated risks.
While a large portion of the final KIIS document consists of standard boilerplate legal text and information automatically pulled from your campaign page, there are specific details you must provide directly through the KIIS form.
Here is what we need from you to complete your KIIS.
What You Need to Provide in the KIIS Form
The form is broken down into four main sections. Please be prepared to provide the following details:
1. Business Structure
The legal form of your business (e.g., Private company limited by shares).
A list of any shareholders who currently own 20% or more of the equity in the business.
The date of your last share issue or change in ownership.
LinkedIn profile links for the directors of the business.
2. Financials
An upload of your latest financial statement.
The currency selected for your reporting period.
The amount of funding being committed in this current round by directors or existing shareholders who hold more than 20%.
We also need specific financial details for the past three years:
Your annual Turnover for the last three years.
Your annual EBITDA for the last three years.
EBITDA formula
EBITDA = Net Income + Interest + Taxes + Depreciation + Amortization
Or
EBITDA = Operating Income + Depreciation + Amortization
Your annual Net Debt for the last three years.
Net Debt Formula
Net Debt = Total Debt - Cash and Cash Equivalents
Total debt = short term debt (less than 1 year) + long term debt (more than 1 year)
Not included in debt: Creditors (accounts payable), accrued expenses
When calculating net debt, it is important to review the notes to the financial statements rather than relying solely on the balance sheet. The notes often provide a detailed breakdown of borrowings, including short-term and long-term debt, lease liabilities, accrued interest, and other debt-like items that may not be separately identifiable on the face of the balance sheet. This ensures a more accurate assessment of the company's debt position.
Please provide your financial statements on a consistent basis, with standardised reporting periods across all years (e.g. 12 months for each of the last three years), rather than a mix of reporting periods such as 18 months, 12 months, and 12 months. This allows for a more meaningful year-on-year comparison.
We will need to see evidence for the Turnover, EBITDA and Net Debt i.e. Accounts.
3. Risks
Project Risks: The main risks associated with the project that could impact the value of the investment or cause the company to fail (e.g., future funding dependencies, product development hurdles). Please provide 4-5 risks.
Sector Risks: Risks that are inherent to the specific industry or sector in which your business operates (e.g., market development pace, regulatory changes). Please provide 4-5 risks.
4. Share Structure
We ask for the exact number of shares you are issuing in this funding round, based on the minimum target. If this isn't confirmed yet, input an estimate. We will update the figure as required once the terms of the round are agreed.
The specific share class being offered (e.g., Ordinary Shares, Series A).
The nominal (par) value of the shares being offered.
A list of all existing share classes in the company, ordered by their liquidation preference (i.e., who gets paid first in an exit or insolvency event).
Key rights: The key rights attaching to the share class being offered to investors.
Use this template, amending the sections in Bold:
All investors in this round, including Republic Europe investors, are receiving [class], with the following rights: (i) rights to participate in dividends; (ii) pro rata voting rights; (iii) rights to participate in surplus assets in the event of a liquidation (and on an exit) [details of any preference]; and (iv) tag-along rights on a change of control. Investors’ rights are administered by Republic Europe (please refer to “Custody and delivery of securities to investors” above).
Key Restrictions: Any key restrictions attaching to the share class being offered.
Use this template, amending the sections in Bold:
The shares in the company will be held by Seedrs Nominees Limited (please refer to “Custody and delivery of securities to investors” above). Shares in the company are subject to (i) the shareholders’ agreement in respect of the company and (ii) the company’s articles of association (or equivalent constitutional documents). Shares in the company do not benefit from unfettered transfer rights. The shares are subject to drag-along rights in circumstances where more than [50]% of shareholders have elected to sell their shares.
Distribution of Capital: A file upload detailing the distribution of capital both before and after the round. Please do not upload your whole cap table. You can use this template: [Company name] - before and after.xlsx
Important Guidelines for Your Financial Data
Financial transparency is critical for regulatory compliance and investor trust. When filling out the Financials section, please keep the following rules in mind:
Evidencing Your Numbers:
The numbers you input for your turnover, EBITDA, and net debt in the key annual financials table *must* be directly evidenced by the annual accounts for every year mentioned.
Financial Statement Hierarchy:
When uploading your financial statement document, please provide the highest-level documentation you have available, in this exact order of preference:
1. The last audited annual accounts.
2. If audited accounts are not available, provide the last unaudited annual accounts.
3. If neither are available, provide your current balance sheet.
Understanding Net Debt:
The form asks for your Net Debt. This is a metric that shows a company's overall financial liquidity. It is calculated by taking your total debt (both short-term and long-term liabilities) and subtracting your cash and cash equivalents. If the company is in a cash-positive position (Net Cash), this will be noted as a negative Net Debt in the KIIS.
A Quick Note on Your Campaign Deadline
You will notice a "Deadline for reaching target" on the final KIIS document. This date is generated as a default duration. We intentionally build in enough wiggle room here to ensure we can properly process, finalise, and close out the funding round without hitting administrative bottlenecks.