What kind of companies are you looking for?
We fund and accept all types of startups, working in all verticals, using any type of business models. Do keep in mind, however, that our focus is on start-ups rather than small businesses. For our London call, we are focusing on the following, but doesn't mean we won't look at companies outside of this:
• Innovating with 5G for business (including remote experts and smart surveillance)
• Innovating for IoT (including asset tracking and workforce management)
• Democratising data (including permissions and brokering)
• Customer experience (including personalisation, financing and insurance)
• Other - in your application, please explain the reason you think this is relevant for O2 or giffgaff in the application.
What stage of company do you look for?
We focus on startups and would need you to have an MVP
What is the structure of Wayra’s Investment?
Wayra’s investment is composed of cash andservices investment via a convertible loan note (CLN) which will convert from loan notes (Conversion) into shares on a future date by two methods:
1. triggered future investment (Qualified Round) or
2. on a future date where no round of investment is taken in within 2 years (Maturity Date).
What rights will Wayra expect in any Wayra Agreement?
At a basic level, we will expect:
· Standard Shareholder consent rights which protect against actions which otherwise would unreasonably adversely affect Wayra,
· Pre-emptive rights,
· TagAlong rights,
· Aright to appoint a board observer (non-voting),
· Information Rights such cash in bank; MRR; monthly burn rate; FTE/headcount; whether the Company is currently raising and if so how much and at what valuation; documentation providing evidence of any funding raised; any relationship with Telefónica (e.g. pilot, trial etc.) and the relevant value; and any other significant information relating to the Company), and
· Aright to share basic executive and company information for the purposes of promoting your company and Wayra.
Are these right or the Wayra agreements negotiable?
Not really. Significant effort has been made to ensure that the terms are as competitive and reasonable as possible. Wayra manages a global portfolio of many hundreds of investments and it is essential that all documentation align with the general Wayra precedents as far as possible. That being said, if one or two practical “tweaks” are required due to your specific circumstances, then these can be discussed. In the interests of fairness and consistency between participant companies, wholesale or significant amendments aren’t possible.
Wayra charges around £34,000 for “Services”, what do these actually include?
There’s a high-level description of the Services at the end of this document. The Services may differ slightly from cohort to cohort and each participant won’t necessarily use the Services in exactly the same way but Wayra makes every effort to ensure that all participants benefit equally and in accordance with their individual needs. Rest assured, each participant costs Wayra far more than the Services amount in the contract and the £34,000 is a significantly subsidised figure. This £34,000 is part of the investment in your company and the value is recorded as such.
What is a Convertible Loan Note and what percentage will Wayra look for?
A CLN allows Wayra’s investment via a loan to be paid back to Wayra in shares but with a limit on how many shares. This limit is set out as a conversion floor (the “Floor”) or a conversion maximum shareholding (the “Max”). The idea of a Floor and Max is a standard feature of our CLN. Wayra also uses the most recent third party objective substantive investment’s value of your company with a discount, to calculate the Floor and Max (up to a maximum ever of 10%) in the CLN. If Wayra chooses to invest in your company then this Floor and Max gives everyone certainty around Wayra’s shareholding upon Conversion.
I’m already in advanced negotiations/haveagreed a commercial deal with a third party regarding my business’ products andservices. Will Wayra’s above set out expected rights affect this?
Wayra encounters this point relatively frequently and is happy to provide advanced consent to allow the pre-existing negotiations to continue. Wayra’s CLN willcontain “other business rights” (such as a right forTelefonica entities to be treated at least as favourable as those offered by your company to third parties in the same geographic market) are designed to help your company maximise its commercial potential and should notbe seen as a barrier to working with other people (something which Wayra supports and actively encourages). They are not exclusivity rights and are intended to provide Telefonica with competitive rates.
I’ve noticed that I need to get Wayra’s consent to do certain things, what does this involve?
Wayra adopts as “light touch” a position as possible and aims to restrict their consent rights to the big issues. Most of Wayra’s consents can’t be “unreasonably withheld or delayed” and are usually granted very quickly. It’s not in Wayra’s interests to stop or delay your company making important decisions. We want your business to be a success as much as you do!
Can I start in the Academy if my agreement isn’t signed yet?
No. Agreements must be signed prior to or on the day that you arrive in the Academy.
How long am I allowed to stay in the Academy?
According to the contract (and assuming all goes well and you hit your milestones), you will stay in the Academy for 8 months. Depending on circunstances, Wayra may choose to extend this period for up to 12 months in total if you so wish (although there’s no guarantee of this).
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