Georgiev & Kolev suggested Vitosha Enterprise Companions within the funding deal from TokWise.

TokWise is a software program offering the flexibility for renewable power gamers to turn into lively contributors out there and gives help in correct selections being made. This superior platform bridges the hole between bodily belongings and sophisticated electrical energy markets, serving to to centralise renewable portfolio administration. TokWise delight themselves on their improved accuracy decreasing forecasting error and their reliability. Based in 2018 with the mission to speed up the digital transition within the power trade with their inbuilt AI-powered SaaS to optimise market selections and handle renewable portfolios.

TokWise permits energy producers comparable to, Encavis to hyperlink their belongings on to the facility exchanges which permits them to take management of the acquisition and sale of electrical energy. In flip this reduces the danger in at this time’s risky power market.

Encavis investing in TokWise will open new alternatives with entry to new markets and increasing their publicity within the EU.

The EUR 3 million fairness funding in TokWise included Vitosha Enterprise companions being suggested by Georgiev & Kolev.

Q&A with Vanina Popova, head of the Enterprise capital crew of Georgiev & Kolev

1. May you present additional particulars concerning your skilled tasks and involvement on this undertaking?

Earlier than I reply your query, enable me to make clear that the crew of Georgiev & Kolev has a stable background within the subject of Enterprise Capital (VC) in addition to in different authorized fields. Over time we now have had the chance to realize important expertise as we supplied authorized companies to 2 various funding funds for enterprise capital (AIFs) – Vitosha Enterprise Companions and Morningside Hill. At the moment, the VC crew of Georgiev & Kolev is answerable for the total authorized service of each Various Funding Fund Managers (AIFMs) concerning all issues associated to the funding exercise of the Various Funding Funds (AIFs) managed by them. The whole useful resource of each AIFS quantities to appr. EUR 70 million and consists of public financing supplied by the Fund of Funds in Bulgaria and extra personal funding supplied by the fund managers and unbiased personal buyers. We first began working with these corporations in 2021 when our crew was employed by them to offer authorized steerage and to help them within the technique of the institution of their VC Funds which required the profitable award of a public procurement and the approval of their functions by the Fund of Funds. After that, we consulted the businesses on issues in reference to the incorporation of the Funds and Fund Managers, in addition to the registration of the latter earlier than the Monetary Supervision Fee. Throughout this lengthy course of we developed a detailed skilled relationship which led our shoppers to belief us to proceed to seek the advice of them on a broad spectrum of authorized issues– from their inside construction to their funding actions.

The funding spherical led by Encavis AG is the second funding spherical during which Vitosha Enterprise Companions (the primary one was led by Vitosha) has actively participated by buying shares within the firm’s capital. The VC crew of Georgiev & Kolev, led by me, supplied authorized help to Vitosha Enterprise Parnters (VVP) with respect to each investments. Every fairness or quasi-equity funding requires the preparation of round 100 paperwork which must be drafted, checked, signed, and negotiated, and the follow-up funding in TokWise Ltd. was no exception. Our Enterprise Capital crew, which I’m head of, was answerable for the preparation of all of the paperwork required for the approval of the funding by the Fund of Funds, the preparation of an in-depth due diligence report, and the finishing up of the mandatory check-ups which make sure that the enterprise is compliant with the eligibility necessities set forth within the European laws and the Regimes for state help.

My colleagues, Maria-Magdalena Stoilkova and Preslava Petrova, and I represented the Fund within the negotiations in reference to the Funding and Shareholders’ Settlement during which greater than 15 events participated. Our Enterprise Capital crew was first launched to TokWise Ltd. and its Founders in 2021 after we drafted the Funding Settlement for VVP’s first funding. Our skilled relationship with them has developed over time and we’re completely happy to witness the success within the improvement of TokWise Ltd. and their product as extra buyers are taking curiosity within the firm.

1. How have been your groups’ abilities and capabilities greatest suited to this undertaking and the way have been all of them utilised for this undertaking?

G&Okay’s VC crew consists of 6 certified professionals with in depth expertise not solely within the space of enterprise capital, but additionally in company legislation, industrial legislation, M&A, and IP rights. VC Funds normally put money into corporations at an early improvement stage (start-ups) that are thought of the so-called ‘SMEs’ in accordance with the Small and Medium Enterprises Act so we focus on that space as effectively. We additionally seek the advice of our shoppers on the authorized features in reference to the administration of the portfolio corporations of the Funds – follow-up investments (such because the one in TokWise Ltd.), new funding rounds, capital restructuring, reorganisation, share swaps and so on. I imagine all this provides us an additional capacity to have a look at the massive image and be useful to our shoppers in additional areas. Since we regularly have to supply advanced and broad authorized companies, our legislation agency values teamwork above all else. Working carefully collectively and using everybody’s particular data and space of experience, permits us to offer the absolute best options for the shopper’s wants.

Our Managing Associate Georgi Valentinov Georgiev and we at Georgiev & Kolev wish to say that legislation is a kind of societal physics, charged with settling the ever extra advanced relations in at this time’s society – not a self-contained regulator interfering with enterprise operations.

Sticking to this motto, for the final two years, our VC crew closed over 125 fairness and quasi-equity investments totalling greater than EUR 50 million. Many of those investments gave us the chance to work and turn into aware of a wide range of corporations with completely different company constructions and authorized types, together with international authorized entities for which there isn’t a analogue in Bulgaria; others launched us to thoroughly new companies, initiatives, merchandise, and market expansions. All these components introduced collectively helped us develop our invaluable know-how and business-oriented method that I feel set us other than different corporations. The members of our crew dedicate their full and undivided time and a focus to the shoppers’ particular wants and enterprise targets.

The funding spherical in TokWise Ltd. gave me and my colleagues, Maria-Magdalena Stoilkova and Preslava Petrova, the chance to utilise exactly these abilities as a result of the truth that the corporate had developed since VVP’s first funding and had subsequently entered into extra enterprise and authorized relationships. With TokWise that was positively the case as the corporate had grown from a pre-seed stage firm to a start-up with a fancy capital construction and a broad vary of enterprise companions.

1. Throughout this undertaking, have been there any obstacles or challenges you confronted, and the way did you overcome them to make sure a profitable consequence?

When increasingly more buyers and enterprise angels are exhibiting curiosity in an organization during which a Fund is already a shareholder, our greatest duty as legal professionals is making certain that the respective shopper’s rights are protected. Our understanding of the fashionable authorized career is that our service shouldn’t be restricted to a easy interpretation of the legislation – we try to create the optimum authorized construction for fixing shoppers’ issues utilizing our creativity and taking into account each their wants and the authorized choices accessible.

Since quite a lot of events participated within the negotiation course of, it was necessary for us to be versatile and to pay attention to the enterprise facet of issues, however to by no means compromise our shopper’s greatest curiosity. Our crew prides itself on its creativity and skill to make use of a person method to every shopper and we imagine that this is likely one of the the reason why we have been entrusted by such shoppers as VVP. Since most VC Funds in Bulgaria function with EU funds, their exercise needs to be compliant with the Public Procurement Act, State Help guidelines, Laws on ESI Funding, and plenty of others. Due to this they’re topic to many restrictions and subsequently have to adjust to much more necessities than the personal funds do. This can be a nice instance of a particular want of our shoppers that we all the time pay attention to as legal professionals when defending their curiosity, particularly in the case of negotiations with personal buyers who don’t want to adjust to so many necessities so we all the time clarify what the necessary requirements for the VC Fund are and what the tasks of the Fund Supervisor require it to incorporate in all funding and shareholders’ agreements.

In the midst of the most recent funding spherical in TokWise Ltd. we have been answerable for ensuring all events have been aware of the relevant EU Regulation and the Operational Settlement for the institution and administration of the Fund made by and between Vitosha Enterprise Companions OOD and the Fund of Funds pursuant to the awarded public procurement. Fortunately, we have been fortunate sufficient to be engaged on the TokWise Ltd. cope with different expert professionals – the DGKV crew (Associate Omourtag Petkov and Senior Affiliate Ivan Punev) who possess deep data of the VC trade in Bulgaria and within the European Union, and collectively we have been in a position to safe the profitable execution of the settlement on truthful and beneficial phrases with out experiencing main difficulties within the negotiation course of.

1. May you stroll us by means of the due diligence course of performed by your legislation agency to evaluate the potential authorized dangers related to the funding in TokWise Ltd.?

Every Fund must make an knowledgeable resolution in regards to the firm during which it invests so the authorized Due Diligence Report (DDR) is a key a part of the companies we offer. It’s targeted (on the very minimal) on the assessment of common company historical past and standing of the corporate, necessary materials contracts and agreements with banks and different collectors, agreements on acquisition/disposal of fabric belongings, industrial agreements, share buy agreements, convertible loans, and different contracts for the acquisition of share capital, employment points, mental property, pledges, mortgages and different encumbrances of the corporate’s belongings and litigation proceedings. In terms of follow-up investments, such because the fairness funding in TokWise Ltd., one might suppose that because the Fund is already a shareholder, it’s knowledgeable in regards to the firm’s authorized issues. Nonetheless, many issues might have modified over time or months after the primary funding, and it’s essential to do a ‘deep dive’ when making ready a Due Diligence Report concerning the newly occurred circumstances. That is needed as a way to make sure that the Investor is conscious of the corporate’s state and authorized affairs earlier than offering extra funds to it within the type of an fairness or quasi-equity funding. Aside from stating potential authorized dangers, our studies additionally embrace suggestions on how some points could also be omitted or solved in order that the corporate’s paperwork are legally sound earlier than the Investor turns into concerned. This method advantages not solely the VC Fund, however the Closing Recipient, as effectively.

1. Given the complexities of renewable power markets and know-how, how did your agency guarantee compliance with the regulatory landscapes as extra corporations at an early improvement stage with enterprise concepts revolving round renewable power are in search of enterprise capital financing?

Enterprise capital is a fancy trade, and it’s removed from sufficient to grasp solely company legislation to be a profitable lawyer on this trade. In an effort to characterize the pursuits of your shopper – no matter whether or not it’s an institutional investor, enterprise angel or perhaps a founder, it’s essential to have in-depth authorized data and a broad view of enterprise, to be fascinated by new tendencies, legislative adjustments and improvements.

It may be stated that Georgiev & Kolev Regulation Places of work had an unlimited expertise in enterprise capital even earlier than it gained reputation right here in Bulgaria. Understanding the principle clauses within the shareholders’ agreements is unquestionably not sufficient. To ensure that our crew to cope with it efficiently, with each single funding, they familiarize themselves with the corporate’s enterprise and the actions it performs as a way to navigate the regulatory frameworks that regulate it. Each single doc we draft – from the check-ups for compliance of the corporate with European necessities associated to the general public financing, by means of the conduction of a authorized due diligence report, to the funding settlement, is tailor-made to the particular enterprise of the corporate in query. Solely on this manner, can the curiosity of our shoppers be totally protected, as a result of the paperwork should replicate the actual state of affairs.

As for Tokwise, the corporate isn’t any exception. Renewable power has been gaining increasingly more curiosity in current a long time. The European regulatory framework places renewable power on the map of the power market, with the EU aiming for no less than 42.5% of power consumption to come back from renewable power by 2030. The pillar of the European Inexperienced Deal is particularly the renewable power, and this whole authorized framework was taken under consideration when closing the funding in TokWise Ltd., which we imagine will turn into one of many profitable offers for our shopper Vitosha Enterprise Companions Fund I partnership.