In the last 9 months, BRXS has been working on our AFM Approval Application. After carefully reviewing our options with our external counsels, we decided to apply for the EU Growth Prospectus. In order to get such an approval, there are a lot of steps to complete: annual accounts, full company audit, administrative and technical changes internally, and writing the actual detailed prospectus. We worked relentlessly on all these complex steps to be able to get them right while also moving fast (a process like this can easily take 12+ months). We are currently in the final stages and hope to have everything finalised by the summer of 2023.
BRXS starter model
When we started in 2021 we worked with our external counsels to set up a legally compliant model that would help us in the first 18-24 months of our business. This is why we chose to go for a notes model with a prospectus exemption under Dutch law. This exemption applies when the issuer of the notes (i.e. BRXS) offers notes up to a total of less than EUR 5 million. Under this model, each property is acquired on its own separate legal entity. This protects note holders in worse-case scenarios, such as bankruptcy or if we fail to continue operating the property. In such cases the property will be sold and all proceeds will be distributed to investors after repayment of any outstanding mortgage.
BRXS growth model
Our ambition is to grow beyond the Netherlands, expand in Europe, and to have offerings exceeding EUR 5 million. The natural next step for this has been working out which compliant model fits our users’ needs. After working with our external counsels and outlining various options we have decided to go for an EU Growth Prospectus. Why we chose this particular model:
- It allows us to scale within the EU;
- We can still buy, manage and offer you high-quality properties;
- You can continue to invest in individual properties and benefit from the same payouts quarterly and long-term as you do now;
- Your notes on these properties have even more protection (ie. secured collateral);
- Provides an option to exit your investment at frequent intervals with interim valuations;
- We can acquire all properties on one entity while keeping investments separate.
Road to AFM approval
Below you will see all the steps we had to take and are currently still working on and why they matter:
Step 1: September - October 2022
Outlining all the requirements that are needed in order to get the approval together with our external counsels. This helped in planning and in retaining external parties to help us to meet the requirements.
Step 2: November - December 2022
Interview various auditors and select an external auditor to audit the company.
Step 3: January - February 2023
External bookkeepers working on company consolidated annual accounts for the 2021/2022 period and we provided them with all financial information in order for them to do this. Our annual accounts have been successfully completed at the end of February 2023 and are also available at the Chamber of Commerce.
Step 4: January - April 2023
The external auditor does a deep dive into the whole company's health both on the business and financial side, reviewing financial statements, accounting principles, internal controls, legal compliance and business continuity. Having an external audit with a positive outcome is a mandatory requirement for the approval process. The audit has been positively completed by the end of April 2023.
Step 5: January 2023 - ongoing
Implementing various administrative, technical and regulatory requirements within the company ahead of the approval.
Step 6: February - March 2023
Writing the full prospectus and filling out all accompanying documents. A prospectus is a document that you also see for example when a company goes IPO, this means that the prospectus itself has to meet a lot of formal requirements and consists of extensive information.
Step 7: March 2023
Detailed review of the prospectus by our external counsels.
Step 8: March - April 2023
Adjusting the prospectus based on feedback from external counsels and including also the completed financial information.
Step 9: April - May 2023
Final review of the prospectus by external counsel and submit a prospectus to the AFM.
Step 10: Approval
We aim to have this one locked in before the Summer here we are dependent on the timelines of the AFM.
What comes after the approval
Once we receive our approval each series of notes we issue will be given an International Securities Identification Number (ISIN) which identifies that specific security (series). We will be able to open up more markets within the EU and for each series of notes, we can add additional protection rights for investors.
All the properties that we acquire from the moment we receive approval will fall under the prospectus terms. Ahead of the approval we are already preparing all new acquisitions to be compliant to the prospectus terms. We aim to open BRXS to potential investors beyond the Netherlands sometime after the summer, once we have something more concrete to share around this we will update you.