India Webinar Nove 2014 Ppt

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    avpn.asia

    AVPN Webinar6 Nov 2014

    Social Investing in

    India: Landscape study& Investor perspective

    Devangshu Dutta

    Ennovent Audrey Selian

    Artha Initiative

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    @devangshu

    PVCpartners

    Quick IntroductionEnnovent

    Accelerate InnovationsFrom Idea to Impact

    Key Services

    Market Insights Startup Support Investment Advisory Market ExpansionInnovation Scouting Co-operation Models Investor Access Portfolio Management

    Discover Challenges Pilot Management Fund Management Innovation Diffusion

    Selection Management

    Discover Startup Finance ScaleSource the best innovations Launch innovations in markets Secure funding in enterprises Grow operations and impact

    http://twitter.com/devangshuhttp://twitter.com/devangshu
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    @devangshu

    PVCpartners

    Where are Gaps in Government?

    Healthcare

    Power

    Clean Water

    Transportationinfrastructure

    Education

    Environment

    Competition

    Accountability

    Source: The Business of Government, Dutta 2014

    http://twitter.com/devangshuhttp://twitter.com/devangshu
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    @devangshu

    PVCpartners

    You need to get your facts

    first, and then you can distort

    them as you please.

    ~ Mark Twain

    http://twitter.com/devangshuhttp://twitter.com/devangshu
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    @devangshu

    PVCpartners

    0 1 0 1 0 15 7

    20 20

    27

    139

    12

    3 1 2 2 36 8

    15

    2622

    26

    5255

    70

    2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

    MFI Other Sectors

    Impact Investments in India

    Acceleration of investments

    Non-MFI areas gaining traction

    Geographical diversification

    Urban markets

    Source: World Bank, Intellecap

    http://twitter.com/devangshuhttp://twitter.com/devangshu
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    @devangshu

    PVCpartners

    Challenges through the Life Cycle

    Discover

    Selection

    VettingStructure

    Monitor

    Exit?

    India challenges

    Sector challenges

    http://twitter.com/devangshuhttp://twitter.com/devangshu
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    @devangshu

    PVCpartners

    The Context

    Metric (rounded off) Impact Investment E-commerce

    Estimated Organizations 200 (non-FI) 100+

    Immediate Target Market 800+ mn 7-10 mn

    Invested/Committed US$ 400 mn (non-FI) US$ 5 bn

    Investment per Target Individual US$ 0.50 US$ 500

    Investment per Organization US$ 2 mn US$ 50 mn

    Sources: Various, PVC Partners analysis

    http://twitter.com/devangshuhttp://twitter.com/devangshu
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    @devangshu

    PVCpartners

    The Context

    Metric (rounded off) Impact Investment E-commerce

    Estimated Organizations 200 (non-FI) 100+

    Immediate Target Market 800+ mn 7-10 mn

    Invested/Committed US$ 400 mn (non-FI) US$ 5 bn

    Investment per Target Individual US$ 0.50 US$ 500

    Investment per Organization US$ 2 mn US$ 50 mn

    Sources: Various, PVC Partners analysis

    http://twitter.com/devangshuhttp://twitter.com/devangshu
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    @devangshu

    PVCpartners

    Capacity Enablement

    Entrepreneurial

    Number of companies being funded

    Impactful Aggregation

    Investor

    Infrastructure, People

    Metrics & tools

    Collaboration

    http://twitter.com/devangshuhttp://twitter.com/devangshu
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    @devangshu

    PVCpartners

    Policy and Legal Frameworks

    Recommend using more equity-like instruments

    Compliances more rigorous, onerousnew

    Companies Act 2013

    Policy fluid (e.g. Act clauses are still being discussed

    and debated)update yourself for each transaction

    Have a good combination of Company Secretary,Chartered Accountant and Lawyer

    http://twitter.com/devangshuhttp://twitter.com/devangshu
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    @devangshu

    PVCpartners

    I believe a nation is only as safe, just,

    healthy, rich, successful as the

    experience of its least privileged citizen.

    What can we do to raise the floor?

    http://twitter.com/devangshuhttp://twitter.com/devangshu
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    @devangshu

    PVCpartners

    A POSSIBLE METRIC:

    Can we look at reducing

    the target market by halfevery 5 years?

    http://twitter.com/devangshuhttp://twitter.com/devangshu
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    @devangshu

    PVCpartners

    THANK YOU!

    Additional thoughts:

    http://is.gd/hKIPmX

    [email protected]

    http://twitter.com/devangshuhttp://is.gd/hKIPmXhttp://www.slideshare.net/DevangshuDutta/india-the-business-of-governmenthttp://is.gd/hKIPmXhttp://twitter.com/devangshu
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    The Artha Initiative

    AVPN webinar:Social Investing in India

    Landscape study & investor perspective

    November 6th, 2014

    16

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    Who we are: Ecosystem building in India

    Artha Venture Challenge

    A nationwide challenge to identify the most valuable investment opportunities Match funding (30 lakh, equity) basis for venture challenge

    Partnered with Ennovent and Villgro for call out and capacity support

    200+ enterprises identified; 26 finalists selected, 7 investments to date, 11more currently worked on over the last 2 years

    Artha Platform India

    Online platform for better information exchange and collaboration betweeninvestors, entrepreneurs, enterprise support organisations & local third serviceproviders

    Simplification and facilitation of the due diligence process, including tender tolocal third parties

    Visibility on day to day investor activity is likely to catalyze better coordinationand collective action

    Artha Networks Inc. Arthasbespoke architecture now available for licensing and white label

    deployment in other geographies

    First deployment in Latin America under auspices of the Inter-AmericanInvestment Corporation/IADB in 4 countries.

    Called InvestAmericas.com

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    What to consider when yourea helicopter investor

    Admitting that you are a helicopter investor

    Really absorbing this fact: bridging the distance requires effort

    Building relationships that lead to collaboration take time and resource

    Transaction costs for due diligence: the smaller the deal, the higher the relative costs

    Regulatory issues for foreign investors are serious; good lawyers are vital.

    Structuring deals takes a long time, and negotiating terms does not always happen in a

    fluid manner

    Every co-investor has their own method and standard; can we build bridges on these?

    Flexibility is hard to demonstrate when you are acting on the remit of a larger foundation,

    family office or fund

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    Challenges to Impact Investing

    Cutting through the noise: One of the greatest challenges to impact investing is the ability to

    sort through many opportunities to find the most suitable and attractive ones. How can this bedone effectively, without forgetting that we are serving entrepreneurs with hard core social

    missions?

    Counteracting concentration and herd mentality: According to Intellecap, well over 80% of of

    impact deals in India last year were concentrated into only 15 enterprises. We must find ways to

    be more committed to taking the risks that our flavour of capital should enable, and to diversifying

    our activity as a collective.

    Moving the needle: Collaboration for deep dives into a particular sector in a particular part of

    the country is not happening. Investing in three energy businesses in different parts of a vast

    country does not necessarily move the needle when it comes to energy access for the BoP. Can

    we think about bundled, coordinated approaches?

    Trust and relationship building: Using existing networks to identify good collaborators onvarious transactions, and to find and build relationships with vital local service providers (like

    lawyers) is a good idea. What/Who are the key touchpoints and nodes that a newcomer should

    get to know?

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    Over the years, we have come to a number of conclusions about our preferred approach to

    the terms of our investments:

    We tend to opt for using compulsorily convertible cumulative preference shares (CCCPs) or

    compulsorily convertible cumulative debentures (CCCDs); the coupons associated with these

    need to be appropriately positioned. We do this because many companies we look at are a bit too

    early stage to want to accept straight equity and have the full-on valuation conversation.

    Convertible instruments appear to be preferable.

    We look at deferring dividends or coupon payments until companies are in a good cash position tosupport them.

    We look at 7-10 year investment times frames on exits.

    We tranche our investments and tie injections of capital to milestones based on operational plan.

    We are open to co-investment and have frequently left rounds based on terms we have

    negotiated open to others for limited period of time.

    We are happy to ratchet (baseline floor) valuations on company performance, though typically at a

    minimum on EBITDA and rarely just on a set of turnover targets. This allows the company to get

    a better valuation at the point of conversion if it achieves its performance targets.

    20

    Our thinking on most of our impact investments

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    For AVC Co-investorsa sample of our thinking

    We do our best to match the lead investment invest with our equity portion on a pro-rata

    basis, with a few important caveats and pre-conditions:

    Permitted transfers

    Board seats: We typically prefer to have observer rights for

    AVC deals, allowing the leadinvestor to represent the interest

    of our investor cohort; in certain instances, we will be happy to

    step forward for a Board seat, but prefer not to do so on all

    transactions

    Pre-emption of share issues: All future share issues by the

    enterprise in subsequent dealings afford us a pro-rata right offirst refusal. This amounts to our right, but not an obligation,

    to buy new shares on terms no less advantageous than those

    offered to other investors before they are offered elsewhere.

    Pre-emption on share transfers: We consider it a right that

    existing shareholders be given a right of first refusal to be

    purchase shares from any shareholder who wishes to sell his

    shares to a 3rdparty.

    Tag along Rights: Standard pro-rata tag along rights to beafforded to minority shareholders including ourselves on all

    AVC transactions, such that if/when the promoter and / or the

    majority shareholder sells his stake, we may retain the right to

    join the deal with the same terms and conditions.

    Reporting: We are keen to ensure that reporting as an

    obligation of the AVC investees is not overly burdensome and

    believe that quarterly updates are sufficient.

    Drag along Rights: This is a potentially sensitive point in such

    transactions; our preference is that this right enabling a majority

    shareholder / shareholders (with a suitably sized majority

    shareholding) to push minority shareholders to join in the sale of a

    company (on the same price, terms and conditions) is important for

    exits to be achieved - especially in businesses where there are

    multiple shareholders.

    Economic Pari Passu terms: We strongly believe in equal

    economic treatment for all investors in a common round, i.e.,paripassutreatment insofar as all economics are concerned between

    investors and the company is the most optimal way to align

    energies and incentives over the long term in the AVC context.

    Legal Documentation: Artha requires all legal documentation to be

    drafted, in agreed form and executed at the time of the investment

    being made. For the avoidance of doubt this includes SHA,

    amendedAoAs, etc.

    Compliance, governance, transparency and simplicity: TheAVC is conditional on the terms of the investment and the operation

    of the investee companies be in compliance with all necessary and

    applicable laws and regulations. The legal documentation will also

    need to be drafted so that all parties agree to adopt good

    governance processes and procedures with regard to the

    investments and the portfolio companies. We will also seek to

    ensure that all parties seek to operate with maximum transparency

    and seek to ensure that whilst robust, legal documentation is kept

    as short and as simple as possible.

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    How do we get transactions moving faster?

    How do we offer and accept constructive criticism when our processes and practices are

    less than optimal?

    Can we enable more peer to peer investor feedback through the AVPN?

    What do we consider our best investment successes, and why? Ditto for failures.

    How do we boycott legal agreements that are longer than 40 pages?

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    The Hard questions/ Hard Talk

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    Thank you

    Questions?

    23

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    For future webinars and other

    AVPN events:

    www.avpn.asia

    Engage with us [email protected]

    http://www.avpn.asia/http://www.avpn.asia/