» Services
ZEV, PZEV, LEV-III CREDIT SERVICES
Green Giant Venture Fund (“GGVF”) will act as its broker on a sole and exclusive, agency basis with respect to the marketing and sale of the Zero Emission Vehicle (“ZEV”) credits and carbon credits (collectively, “Instruments”) resulting from the sale of vehicles in North America.
GGVF will provide the following services (collectively, the “Services”)
- Develop and implement a sales and marketing strategy
- Market credit instruments to prospective buyers (e.g., automotive companies, financial entities, and other GGVF clients)
- Assist parties to reach agreement on pricing and terms
- Support in the preparation of applicable transaction documents
- Assist in the transfer of Instruments to Buyer
- Provide clearing services (if desired and its counter party and agreed to by GGVF)
CARBON CREDIT CONSULTING SERVICES
- Provide preliminary consulting: technical, political, legal and all other support required for the Carbon Credit project and carbon financing options.
- Analyze and advice on financial and ownership structures, including the potential benefits, risks and implications associated with combining or separating various owners of the Project.
- Analyze and advise as to the strategy and tactics, and assist in the negotiations and structuring of potential partnerships or private placements related to the CCP.
- Advise as to the strategy and tactics for effecting financing and framing a strategic partnership with a major participant in the Carbon financial sector and conducting a Carbon Financing option via forward sale and or project equity.
- Assist in the development and/or refinement of written materials, presentations, financial models and analyses, to the extent needed, for use with potential investors and/or lenders.
- Identify, evaluate, and assist in the due diligence of potential funding candidates and the CCP. Identify, evaluate, and assist in the due diligence of potential investors (including any potential investors identified by the Client.
- Provide introductions to institutional investors, strategic and/or financial partners, lenders, or other relevant CCP investors, as necessary.
- To assist the CLIENT in the pursuit of its FINANCIAL OBJECTIVES, the PDC is prepared to provide the CLIENT with the following Carbon Credit Project Development and Carbon Credit Financing options and services:
- Phase I: Carbon Baseline EstablishmentUsing information provided by the CLIENT, Green Giant Venture Fund (GGVF) will develop estimates of carbon stocks (baselines) for the ownership of Carbon Credits. These base year carbon stocks will then be modeled forward to the current date using the estimates in order to estimate net annual emission abatement levels over the projection periods designated for the VER-PIN and PID.
- Phase II: Economic AnalysisUsing the information assembled in Phase I, Green Giant Venture Fund (GGVF) will calculate projected income and expense streams that would result from the sale of carbon financial instruments over the analysis period. These analyses can be performed under several income and expense scenarios. Income can be forecasted using the most current valuation data available, both with and without market price appreciation. Expenses streams will be derived using the most current market participation fees, brokerage fees, start up costs and discounts or reserve levels. The models created to process these different approaches will be constructed in such a manner as to facilitate additional scenarios or carbon prices, if desired. In order to develop the models and reports for this analysis, CLIENT will need to provide a variety of information to Green Giant Venture Fund (GGVF). As a result of the information provided and reviewed in Phase I, gaps or additional data needs may be identified. Any additional data needed to fully account for carbon stocks and accounting will be identified at this time.
- Phase III: Project ProposalThis phase begins the process of developing the project PDD. Green Giant Venture Fund (GGVF), shall compile the required information for the document, and produce the (PDD) for submission and verification on behalf of the project. This process requires the full disclosure of ownership information, project information, quantification methods, estimated sequestration levels, approval of the models to be used, and other key information on the project. Green Giant Venture Fund (GGVF) is experienced in producing proposals for the forward market and knows how best to present or “sell” the project to the market.
- Phase IV: Project CommitmentsUpon review of this project, we may require additional work to satisfy any conditions required for approval. As described above, additional inventory, process certification, product sales or other requirements may need to be met in order to participate in the market. Each project will present its own level of compliance on these issues. Green Giant Venture Fund (GGVF) does not recommend that project owners invest significant expense or effort in meeting market requirements specific to carbon market participation prior to approval of the project proposal. After the project has been approved, the commitments made in the proposal shall be implemented. Green Giant Venture Fund (GGVF) will work to facilitate these requirements in whatever capacity they may require.
- Phase V: Baseline Calculation and Development of the Carbon Accounting SystemA basic requirement of carbon market participation is the presence of a carbon accounting system. This system must be capable of handling the conversion of your business to carbon equivalents, tracking net changes annually, and providing a verifiable report annually to the marketplace. Depending on the geographic location, type, and complexity of the business within the project, owners may choose to use the carbon accounting services available through Green Giant Venture Fund (GGVF), or may choose to develop and or enhance their own system, or a hybrid system using components of both approaches. Using Green Giant Venture Fund (GGVF)carbon accounting module database, Green Giant Venture Fund (GGVF)could establish the baseline and populate the module with level data. Using the VCS/GS/CCAR approved database Green Giant Venture Fund (GGVF)would then implement the carbon accounting system consistent with VCS/GS/CCAR rules for a managed offset project. Should the client choose to provide its own carbon accounting, Green Giant Venture Fund (GGVF)could provide consulting services in the development of the system. Green Giant Venture Fund (GGVF) staff can work with your existing data management system in order to facilitate conformance with market accounting rules as consultants. Scoping audits can also be provided as interim tests of your system prior to market participation. Green Giant Venture Fund (GGVF) can use derivatives of a current inventory system, make the carbon conversions, generate annual reports, and submit the annual reports to the market annually for registration and trading. There are many options available to project owners depending on the comprehensive nature of their current system for carbon accounting and their capacity or interests in handling the accounting requirements in house or outsourced.Green Giant Venture Fund (GGVF) will work with the project owner to facilitate the most desirable, efficient and effective approach to meeting the market expectations.
- Phase VI: Project VerificationAfter having met all VCS/GS/CCAR emission reduction schedule requirements, and producing the initial baseline report, the project must be verified by an approved by a Designated Operational Entity (DOE) third party verifier. Third party verifications of the carbon accounting process are an annual market requirement for participants. Although Green Giant Venture Fund (GGVF) cannot serve this role on projects for which we consult and aggregate credits due to conflicts of interest, Green Giant Venture Fund (GGVF) can assist project owners in securing a qualified verifier and can also assist in managing and facilitating the verification process. As the role Green Giant Venture Fund (GGVF) plays in any specific project is variable, there may be instances where accounting records are in Green Giant Venture Fund (GGVF) control, requiring that we participate in the audits. The structure of the relationship between Green Giant Venture Fund (GGVF) and the project owner will dictate the degree to which Green Giant Venture Fund (GGVF) staff will need to participate.
- Phase VII: Project Aggregation, Baseline Registration, and Trading
- Upon successful verification, Green Giant Venture Fund (GGVF) can then begin the process of aggregation and trading or banking of carbon credits generated on the project site. This process is implemented annually with the submission of the annual report to the VCS/GS/CCAR. Based on each project owners plan for banking vs. marketing, Green Giant Venture Fund (GGVF) will register and or market credits accrued. Green Giant Venture Fund (GGVF) will administer the process of monetizing credits chosen for sale, receiving income and distributing dividends to project owners in accordance with their objectives. Green Giant Venture Fund (GGVF) will work with each project owner to facilitate trades in a timely, efficient, and value added manner.
Greenhouse gases
Carbon dioxide (C02)
Methane (CH4)
Nitrous oxide (N20)
Hydrofluorocarbons (HFCs)
Perfluorocarbons (PFCs)
Sulphur hexafluoride (SF6)
Sectors/source categories
Energy
Fuel combustion
Energy industries
Manufacturing industries and construction
Transport
Fugitive emissions from fuels
Solid fuels
Oil and natural gas
Industrial processes
Mineral products
Chemical industry
Metal production
Other production
Production of halocarbons and sulphur hexafluoride
Consumption of halocarbons and sulphur hexafluoride
Solvent and other product use
Agriculture
Enteric fermentation
Manure management
Rice cultivation
Agricultural soils
Prescribed burning of savannas
Field burning of agricultural residues
Waste
Solid waste disposal on land
Wastewater handling
Waste incineration
FWB FRANKFURTER WERTPAPIERBÖRSE
Services:
- Primary listing of the Company’s shares on European stock exchanges such as Frankfurt, the AIM (Alternative Investment Market) or Plus Markets (London).
- Structuring and implementing comprehensive IR/PR campaigns designed to maximize the dissemination of corporate information to potential retail investors in Europe – predominantly in Germany.
- Assisting Companies in raising capital and expanding their institutional base in the major European financial communities.
- An effective way of achieving a higher market-cap and additional sponsorship for your corporation is via a Cross-Border Listing (dual listing) – i.e. PLUS Markets and a European Stock Exchange.
- We have the expertise to assist you with all of the applications and filing requirements to have your company approved for trading within a couple of weeks after the first applications are in and we select the local German specialist firm to sponsor your daily trading and settlements. Having listed several 1000 firms, we are one of the most experienced listing teams in the market.
The benefits to your company listing on Frankfurt Stock Exchange are:
- Increased international exposure.
- Ability to raise equity capital in Europe and “Expand Your Market In Europe”
- Enhanced shareholder value.
- Increased shareholder breadth and market maker involvement for a future main board registration
- 254 international trading institutions admitted – more than 4,600 traders in 19 countries interlinked in a virtual listing and trading world
- Unsurpassed Liquidity
- More than 550 Depository programs and 9,000 shares from countries around the world
- In the event of building an approved EU prospectus it’s a passport onto all of the other EU markets
- The Fastest Listing Process Worldwide
- Lowest Fees to Market Size comparison in the World
- Minimum reporting standards for Quotation Board companies until they have advanced to a mature entry standard level (More flexible than Sarbanes Oxley requirements in the US.)
The Stages include:
- Incorporation of a UK or European Holding Company to list into their electronic system
- The asset agreement with the UK firm
- The capital invested in documentation by the Auditor of the Company showing 500,000 euro
- The Business Plan submitted to the listing specialists
- The shareholder registry and CEO statements and representations for the Exchange
- Contract with the Specialist setup & maintaining of the electronic Order Book on your company’s shares
- Issuance of an ISIN number
- Third Party evaluation of shares issued during the asset transaction with the company if required
- Contract signed with Sponsor for the exchange
- Submission of all documents to the exchange and representations made
- Press release announcing your company’s Frankfurt Stock Exchange approval
- Clearing and tracking of the electronic register
- Routing and processing of bid and ask orders, set-up of a custodian for trading shares of the company
Documents required include:
- Certificate of Incorporation
- Memorandum
- Articles of Association
- Number of shares outstanding (as per incorporation documents) and par-value per share (also as per incorporation documents)
- Certified Copies of ID’s of the directors and supporting documents (please look at appendix A)
- Business Plan
- Financials (Opening Balance Sheet etc)
- Letter from Auditor with regards to paid in capital or a Solicitor who is holding the funds
- Letter from the CEO Certifying the paid in capital and number of shareholders within the company
- ISIN documentation completed and applied for
- 3rd Party Valuation of shares issued during asset transaction
Standby Equity Line of Credit, Standby Equity Purchase Agreement, and Special Stock Purchase Agreement?
- Equity Line structures of financing are when a firm enters into an agreement to supply stock as collateral for funds received. The structure is not considered debt and is based on daily trading volume and often volume weighted average pricing over 15 – 20 day periods. If the company is private, the prelisting financial commitment can be made subject to listing.
- Green Giant Venture Fund (GGVF) would buy up to a maximum amount of ordinary shares from the Company with a slight market discount based upon the VWAP, strength of the company, and fundamentals. GGVF would buy the ordinary shares on the closing of each funding request.
- The company decides when to draw down
- Funding requests can be made at high values, low values, it’s up to the company as there is no obligation to sell the shares (control with company)
- The Equity line gives other investors’ confidence and encourages private placement, loans, debt, and banking instruments due to its flexible available cashflow. (Cashflow being a key factor of getting loans)
- The commitment is bankable from the perspective that it is a firm commitment for a set number of shares and financing accessible by the company based on the company’s performance
- An Equity Line fills in the gaps between financings and private placement rounds when the firm may need cashflow in a month where the past funds are tied in obligations, and future funds are in due diligence or undergoing registration. The preregistered equity line enables the firm to access that capital between financings as a bridge and security for the company and its shareholders
- An example,
- A publicly listed power plant company has financed their project privately for over $20 million and is in construction ordering the required pieces of equipment. The firm is depending on the Bank Loans and financing to complete the project, which has been committed but still subject to due diligence.
- A major component for the power plant requires ordering, shipping, and access to capital for the vendor. The Bank financing is still taking their time in paperwork and approvals, assuring the firm the funds will come, however time is money.
- Luckily, the firm has a GGVF Equity Line of Credit, the firm sends a draw down notice to GGVF, the application is assessed over a 15 day period of which the client has good trading volume and a strong share price. GGVF-AG supplies the necessary cashflow based on the equations within the financing agreement, and the Power Plant utilizes the capital combined with cash on hand to complete the order in a shorter timeframe than the Bank could provide confirmations and funds.
- Within this example the company experienced:
- Control – The agreement was used just in time, and supplied a safety factor of which the shares were bought and sold on an already agreed upon formula
- Flexibility – The Company needed an option that could supply cashflow and was flexible to their needs given any circumstances. The unforeseen delay by the Bank gave the need for flexible options, of which this financial model supplied. Originally the funding was put in place for payment to subsidiaries and projects in the event funding commitments were required by the parent company. The line of credit enabled them to make the cash call required.
- Availability – Sometimes when the cash call is made the funds are not readily there. Capital is invested, committed, or coming in slower than expected. With an Stock Purchase Equity Line of Credit you are capable of closing the gap and making capital available.
- Pre-determined Terms – The terms of the agreement don’t change because of the company’s position, most firms would negotiate knowing the cash needed was required for something important. An equity line of credit is based on prior terms agreed upon and those terms did not change.
- Fewer Shares, Less Issuance – The number of times one draws down is determined by the company, this can happen as the share price is strong and can be as little or as much based on the formula at that time. Thus, few shares could be issued when pricing is not strong, and more at higher pricing to maximize the use of the financial tool.
- One Time Fee – The one-time fee associated to the services, documents, and draw down requirements is lower than multiple broker fees, legal fees, registration fees, accounting fees, due diligence fees, and ultimately the hassle of multiple players and individuals in time. You can utilize the tool multiple times, one source, one fee paid, no additional hassles.
- Generally the Credit lines and financing are based on the average liquidity of a stock’s performance based on data over a volume weighted average pricing (15-20 days) for example. This is meant to give companies the cash flow fast with a liquid market. If the company is private, they need to list on an acceptable exchange. The Frankfurt Stock Exchange is becoming the most popular, of which GGVF is the fastest, most affordable, and most attentive to your structure requirements. If you are going to take advantage of an Equity Line of Credit, Debenture, or dilutive stock purchase agreement, structure becomes your most important consideration when going public.
- Some firms have designed a third party style of achieving this, called a pass-through from an existing shareholder to the fund, so that the firm doesn’t issue new shares from treasury, lessoning the total dilution of the firm. In order to achieve this, the structure from the beginning needs to allow for the shares to be issued, for consideration and fully paid, so that the shareholder and company do not face future complications with the payment of the shares such as Securities Regulators, Creditors who claims shares where unpaid, and various other thoughts and resolutions that need to be filed within your corporate structure.
- There is more to an Equity Line of Credit than just the funding and the symbol to draw down funds, in order to get to this stage without destroying your firm; you need to have the proper structure, listing partners, market makers, and team behind your firm
- Can Private Companies get Pre-Listing Financing for a Standby Equity Line of Credit, Standby Equity Purchase Agreement, or Special Stock Purchase Agreement?
- GGVF does provide prelisting funding commitments for firms who have contracts with GGVF for listing on the Frankfurt Stock Exchange. Due to the quick nature of listing by the firm GGVF, we feel confident in their ability to bring companies to market in 2-6 weeks. Due to their fast track process for listing firms on the Frankfurt Stock Exchange, we can create commitments as if you were already public. Your firm then takes the steps to go public to receive the funding commitment.
- On occasion there are prelisted funding within our Stock Purchase and Option agreements where an IM and Prospectus exist, in addition, we consider financing models under the Incubator and Venture Capital funding mechanisms as well. All of which compliment firms with Equity Lines of Credit pre and post listing.
- We find listing with GGVF and having an Equity Line of Credit and Option Agreement as the full package for listing and financing your firm from incorporation to capital requirements achieved. The Frankfurt Stock Exchange is fast, cost efficient, and is the 3rd largest exchange in the world. The liquidity on the Frankfurt Stock Exchange and those of GGVF clients validates our choice to merge our product offering with their superior expertise over any other listing firm in the market.
