Convertible bonds and tokenized warrants.
You finance with debt and keep the door open to your equity. The platform does not issue them directly yet, so we review your case with your law firm.
What it is
A convertible bond is a bond that, under the conditions set by your general meeting, can be exchanged for shares in your company. Until it converts, the holder is a creditor and has the right to receive interest.
A warrant gives the right to buy or sell a security under the terms of its issuance.
Tokenized, they remain the same securities. What changes is where they are recorded. They move to a register based on distributed ledger technology (DLT) operated by an authorized registration entity (ERIR).
When it fits and when it doesn't.
It fits if
- Your company is an S.A., or you are willing to transform it.
- You want to finance with debt and keep the door open to equity.
- You have your own investors to invite.
It does not fit if
- You do not want your investors to be able to enter the share capital. Bonds and debentures suit you better.
- You have an S.L. An S.L. cannot issue convertible bonds into equity interests. Look at the participating loan, which can be capitalized if you agree.
- You expect someone to find investors for you. HokenFi does not find them.
What you decide.
Your general meeting approves the terms and your law firm puts them in writing in the issuance document.
- 01The issuance amount and the nominal value of each bond
- 02The term and the interest rate
- 03The conversion terms, with the exchange ratio and its deadlines
- 04Who chooses to convert and when
- 05In a warrant, the price and the term to exercise it. If it gives the right to new shares, the capital increase is approved by your general meeting or delegated to the directors
- 06Who are you targeting, only qualified investors or the general public?
Step by step, in a single account.
- 01
You state what you want to issue
The asset, the amount and the term. With that, the platform prepares the milestones for your issuance.
- 02
Your company
If necessary, a corporate law firm creates the issuing company or transforms yours into a public limited company. You request quotes and choose without leaving the account.
- Be a public limited company (if you already are, you skip it)A law firm
- Prove the financial backingYou
- 03
Your issuance document
A law firm specialized in securities or an investment services company (ESI) drafts it. You also choose it from offers. Your general meeting approves the terms of the conversion and, if the warrant gives new shares, the capital increase.
- Draft the issuance documentA law firm specializing in securities, an ESI, or you
- 04
Your issuance
- Activate your planYou
- Create the tokensHokenFi, with your law firm
- Finalize the final documentYou
- 05
Go to market
- Validation of the offer, when required by lawThe ESI
- Registration of the securitiesThe ERIR
- Collection account for the issuance, with its own IBAN (automated IBAN plugin, 150 € per month, or included in Scale and Institutional)You
- 06
You open to your investors
They are verified, subscribed and paid by bank transfer into your issuance account. The ERIR records them as holders and you see the list in your dashboard.
What beginners usually ask.
Who approves a convertible issuance?
The general meeting. It sets the basis and terms of the conversion and resolves to increase share capital as necessary. Beforehand, the directors draft a report, accompanied by another report from an auditor appointed by the Commercial Registry.
What happens to my current shareholders?
They have a pre-emptive right to subscribe for the convertible bonds. The general meeting may waive it if the company's interest so requires, subject to the requirements established by law.
Can my S.L. issue convertibles?
No. The law prohibits it in all cases. To issue them, it must be converted into an S.A.
How much does it cost?
You pay a one-time access fee of 249 € when creating the account. The plan, from 249 € per month, is not paid until you launch the issuance. The law firm fees, the ERIR and the ESI are separate and you see them in each offer before signing. Prices exclude VAT.
Do you want debt that can convert into equity? Tell us about your issuance.
Tell us your case and we'll review with you how to issue it.
