Pioneer share offers

A pioneer share offer is a way of accessing high-risk capital at a very early stage in a project, to get ‘investment-ready’. Often those who are passionate about a project are prepared to put their hands in their pockets before the project is fully formed; defining this start-up capital as pioneer shares therefore offers such individuals at least the same rights and benefits as other shareholders, should the project succeed. Because pioneer investors are asked to take far higher risks than subsequent investors, consideration should be given to establishing a separate class of “pioneer shares” with different terms and conditions, such as a higher rate of financial return, or a preferential right to withdrawal ahead of other classes of share. Introducing more than one class of share can have an impact on the attractiveness of future share issues.

The pioneer offer document should make it clear that withdrawal of share capital is suspended indefinitely, or until it is superseded by the terms and conditions for the withdrawal of share capital set out in a subsequent offer document.

Pioneer offers can only be made by new societies that have not started trading. There should be a minimum and maximum fundraising target for the offer, based on the development costs alone. If any of the development costs have already been committed, this should be highlighted, together with an explanation of how these costs have been met.