Version 1.0
Prepared by: @Lorraine Sebata
Approved by: @Simon Cooper
Reviewed date: 2024-07-24
Next review date: 2025-07-24
The purpose of this SOP is to outline the steps and requirements involved in offering securities to a select group of investors without a public offering. By following this SOP, companies ensure compliance with regulatory requirements, maintain transparency in the fundraising process, and safeguard investor interests.
This SOP applies to all activities related to the processing of Private Placement Memoranda (PPMs), from tracking investor interest to processing monthly interest payments. The Accountant is typically responsible for tracking PPMs once investor interest has been received. This procedure outlines the steps and requirements involved in offering securities to a select group of investors without a public offering. By following this SOP, companies ensure compliance with regulatory requirements, maintain transparency in the fundraising process, and safeguard investor interests.
Investment Policy
Accountant: Responsible for tracking PPMs, updating spreadsheets, posting receipt of funds, calculating interest, preparing bank upload spreadsheets, and reconciling data.
Corporate Secretary/CFO/CEO: Responsible for receiving and archiving investor applications and documents, ensuring legal compliance.
Law Firm: Provides legal counsel and ensures all private placement activities comply with relevant regulations.
Manager/Authorized Signatory: Reviews and approves bank uploads and ensures timely completion of bank transfers.
Investors: Individuals or entities participating in the private placement, responsible for providing required documentation and funds.
TERM | DEFINITION |
PPM | Private Placement Memorandum |
6.1.1 A spreadsheet is created after a new Series has been introduced and is used to track privately invited individuals who expressed interest.
6.1.2 Record names and amounts in appropriate columns as an investor expresses interest.
6.1.3 Once an application has been received, indicate "received" in the appropriate column.
6.1.4 Once payment has been received, indicate this on the spreadsheet in the appropriate column and post the receipt of funds into accounting software indicating the date received.
6.2.1 Once the offer has been officially closed, transfer details along with the series number onto the Master Sheet.
6.2.2 Ensure that the dates funds were received are used to pro-rate interest calculation for the first month, with the number of days indicated in the formula for interest calculation.
6.2.3 Interest rates are calculated before the end of each month, ensuring that prior pro-rated formulas are adjusted accordingly.
6.2.4 Review details to ensure accuracy, specifically names of investors, banking instructions details, and amount of investment (reconcile with accounting software).
6.2.5 Remember to save a new 'Master Spreadsheet' for each month.
6.3.1 Valid government-issued identification along with notarized documents and proof of address is required for first-time investors.
6.3.2 Send an email of applications to the Corporate Secretary/CFO/CEO and Law Firm, providing the Corporate Secretary with the originals where necessary.
6.4.1 After the information has been confirmed correct, prepare a spreadsheet for bank upload.
6.4.2 Again, reconcile the 'Master Sheet' with the bank upload spreadsheet.
6.4.3 Director's fees are also included in the calculations.
6.4.4 Once all details have been confirmed on the upload sheet, login to Micros, enable the sheet, and select 'Process'. A separate upload sheet will be automatically generated and saved for upload to the bank.
6.4.5 A Manager should review the same for accuracy.
6.4.6 Upload the spreadsheet into the bank account and request bank approval from the authorized signatory.
6.4.7 Ensure that bank transfer is completed at least two working days before the end of the month.
PPM Tracking Spreadsheet
PPM Master Sheet
Investor Application Forms
Valid Government-Issued Identification
Notarized Documents
Proof of Address
Bank Upload Spreadsheets
Accounting Software Records
All Accountants and relevant staff involved in Private Placement Processing will receive mandatory training on this SOP and related policies annually or upon significant revisions.
This SOP will be reviewed annually by the Accounting Department and Legal Department to ensure its continued effectiveness, compliance, and alignment with business objectives.