Fsa Regulated Company Financial Reports by ero11969


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									Using the Q&A workbook.

Please note that as we as new Q&As we will mark these in blue so bidders can clearly see
the new Q&As that have been added since the last lot were posted. Please can you make
sure you read all the Q&As before sending new questions

Please note there are five worksheets within this workbook as we have tried to divide the
questions by topic. Please make sure you read the Q&As in all sheets
LEGAL Questions and Answers

Q no. Question                                                  Answer
      You have chosen to follow the General Block Exemption
      rules for Aid. Given that you have EIB which is a
      private investor under market economy investor
      principles, the fund should be effectively non aid. Why   The aid is due to the ERDF funding. MSIP rules only apply to the
      are you still applying the GBE when MSIP rule disapply    SARC guidelines. The NWBF Board has chosen to work within the
    1 this?                                                     GBER rules rather than the SARC guidelines.

      The FSA capital adequacy rules for a mifid CAD exempt
      firm can be £5,000 assets and PI cover for £1m singled
      and £1.5m aggregate. As this is sufficient to manage a This is an NWBF Board decision and reflects the size of the funds
    2 CIS why is the level of PI cover £10m in the ITT?         under offer.
                                                                NWBF is not looking for 'security' but instead may require a
                                                                guarantee of performance i.e. the parent company may need to
                                                                "step-in" and run the fund in the event of the bidder getting into
      What is the nature of „security‟ or parent company        difficulties. Consequently the evaluation may need to include a
    3 guarantee which NWDA may require?                         review of the financial strength of the parent company.
      Please expand on parent guarantee / performance bond
    4 requirement.                                              See answer to Q3.
                                                                This is one of the written questions handed in and we are unable to
      Appears have very short termination of management         read it. Would the author please resubmit the question by email to
    5 agreement ????                                            NWBF.tenders@NWDA.co.uk
      The draft contracts, in certain areas, ask for bidders to
      provide proposals on how to deal with particular
      matters. How should investors share these proposals,
      as there does not appear to be any place for this in the Please send a clearly marked summary document clearly
    6 tender response documentation?                            referencing where you are proposing alternatives.
      Could you please confirm whether the requirement to
      have an ERDF experienced fund manager on the team
      (as contained in the FMA) is also applicable to the
      Priority Sector specialist fund, given that the limited
      specialist investors with such experience might lead to
      this requirement restricting the competitiveness of the
      procurement. You state in your response of 12 Feb to
      other related queries that the team will be scored
      accordingly, but this is not stated as a requirement in
      the tender, only in the Fund Management Agreement.
      Please clarify where you would score this? Section 11
    7 of Volume 2?

      Volume 2 Q11.8 If a prospective fund manager is not in
      a position to publicly share his/her identity, is it
      allowable to provide a nameless CV and a nameless
      written confirmation that this person is intending to join?
      As you can imagine, until the funds are closer to being
    8 awarded, such disclosures are very sensitive.               Yes, anonymised CVs are acceptable
    The answer given to the question put at the bidders'
    Explain how the Four private sector members of
   NWBF Ltd are to declare and manage conflicts and how
   fund managers/ tender applicants can access the
   records on this process
    Under the LP structure the investment decisions are
   solely the responsibility of the fund manager and can
   not be influenced by any of the NWBF Board,
   Investment Advisory Panel or Members.
   The question was not directed at interference in
   investment decisions once Lots are awarded, but to the
   process for selecting managers and awarding Lots.
   To clarify:
   Please explain how the four private sector members of
   NWBF Ltd (and indeed NWBF Ltd's personnel generally
   are to declare and manage conflicts applying to them       The onus is on the tenderer to disclose if any of its personnel,
   with regard to particular tender applicants and how and    consultants, advisers or members of its investment commitees are
   where fund managers/ tender applicants can access the      either members of NWBF or have applied for positions on the
 9 records on this process                                    NWBF Board or the its Investment Advisory Panel.

   Definitions – Holding Account.
   If the Manager is to control the Partnership‟s money a
   „client money opt-out‟ will be required if the Manager‟s
   FSA registration does not authorise the holding of client
   money. An alternative will be for the General Partner to
   hold/control money on behalf of the Partnership.          Your comments are noted, however this is a requirement that
10                                                           decisions sit with the fund managers.
   Clauses 7.5/7.6
   Under these clauses the Manager remains strictly liable
   for breaches of the investment policy even after
   consultation and agreement with NWBF. This seems
   excessively draconian.
11                                                           Your comments are noted.
   Publicity - clauses 5.2 & 5.4.
   FSA financial promotion rules require that the Manager Noted. The Holding Fund will work with the fund managers within
   must be the party approving any promotion.                the FSA regulations. 5.1 and 5.2 still require the supplier to obtain
12                                                           consent from NWBF,
   Draft Management Agreement - Confirmation and
   Periodic statements 10.2
   Please confirm that these are not intended to constitute
   periodic statements within the definition of the FSA

13                                                            No. NWBF is not going to be a regulated body for FSMA purposes.
FUND MANAGEMENT questions and Answers

Q no. Question                                                  Answer
                                                                Bidders are to estimate this as part of their pricing schedule.
     What loss of capital rate is anticipated on the loan fund, The objective is to ensure that the funds capital is protected in
     given that the loans are to SME's unable to access         order that a legacy loan fund which is economically viable can
   1 bank funding?                                              be set up in the future.
                                                                The responsibility will be on the Fund Manager to establish
                                                                whether an investment falls under an excluded sector. The
                                                                NWBF will provide assistance and access to the relevant
     Who will take the decision as to whether a potential       regulatory authority, but the ultimate responsibility must rest
   2 investment falls under the excluded sectors?               with the fund manager.
     Please could you explain further funding? Given the
     2015 date, if a new investment was granted in Year 4       The initial VCLF investment would have to be made before
     for example, would there be follow on funding up until 31/12/2015. Further funding is likely to be available from
   3 2016?                                                      realisations from previous funds in the NW.

     Competition Issues – many of the companies present at   There will have to be communications between the different
     this conference attract the same businesses resulting inFund Managers. The NWBF CRM system will act as a clearing
     an inherent conflict as all parties could potentially behouse mechanism and the NWBF Managing Director will be
     dealing with the same businesses in different lots. How tasked with ensuring that an enquiry is dealt with by the
   4 will this be managed?                                   appropriate fund manager.
                                                             The CRM system will manage this process as mentioned in
     Will NWBF make arbitrary decisions in relation to these Q4. It is not anticipated that this situation will arise frequently
   5 investments and conflicts?                              due to the Fund Structures and the IOGs.
                                                             NW VCLF is one fund. There may be different fund managers
                                                             but it is essentially one fund and therefore businesses are
                                                             encouraged to approach the correct fund manager. We fully
     Businesses will often go to different people for funds  expect businesses to approach non VCLF fund managers at
     and typically will approach several at the same time.   the same time.
   6 How will this be managed?
                                                             Yes, co-investment is actively to be encouraged. However,
     If the funding level is set at €1.5m, can businesses    care must be taken if the other funding applied for is State
   7 have funding from elsewhere as well?                    Aided.

     If a Private Investor comes in with the same offer, will      The private sector investor may not wish to take the whole risk
   8 NWBF step aside?                                              and hence this may provide an opportunity for co-investment.
     Clarification re: co-investment – Does the private            Co-investment can be either on a deal by deal basis or by a
     leverage sought for each fund have to be provided by          parallel fund. For non State Aided private leverage clearly the
     co-investment in each deal or can it be provided by a         GBER restrictions will only relate to the NW VCLFs
   9 mix of syndicated or 1 player deals?                          investment.

                                                                   The initial VCLF investment would have to be made before
                                                                   31/12/2015. Further funding is likely to be available from
                                                                   realisations from previous funds in the NW. It will be for the
     Specifically, how will follow-on finance post 2015 be         NWBF Board to decide how this will be structured. The Board
     structured? Will there be allowance for follow-on from        will also decide in due course how realisations from NW VCLF
  10 realisations?                                                 will be applied once the EIB loan has been repaid.
     Will management fees count towards the amounts to             It is the current intention that each fund will be fully invested
  11 be fully invested by 2015?                                    into SMEs by the end of 2015.
     We are an overseas fund manager registered under the
     relevant authorities of the country concerned, therefore
     not FSA registered. We intend to enter into a              The tender response must be submitted by an FSA registered
     relationship with an FSA registered entity and therefore   fund manager. If that fund manager wishes to delegate the
     be covered under their umbrella. Will this arrangement     management to a non FSA registered fund manager they do so
  12 be sufficient for your purposes?                           at their own risk.
     Can you invest to support one business acquiring           Yes, but be aware of the restrictions on the acquisition of
  13 customer?                                                  shares.
                                                                The suppliers turnover would need to meet the relevant
       Can suppliers to excluded sectors be financed (e.g..     turnover tests for excluded sectors under EIB, State Aid and
  14   video equipment to police services)?                     ERDF rules.
       There is a requirement for a company to demonstrate The fund is designed to assist businesses who are unable to
       that it cannot raise finance from a mainstream investor. raise money elsewhere. The need for co-investment means
       Does this suggest that NWBF is an investor of last       that the funds should not be considered as funding of "last
  15   resort?                                                  resort".
       Do the fund managers need to ensure that SMEs stay
       compliant with excluded sectors through subsequent
  16   SME investment                                           Yes
       Would ERDF/NW VCLF have to step out of the way if
  17   private sector funded offered from other source?         Refer answer to Q8. on this section
       How do you decide if funding can't be accessed from
  18   elsewhere?                                               It is in the fund manager's reasonable opinion.
                                                                The minimum requirement as stated on page 40 Volume 1 its
       What is the Net asset value requirement of the fund      assets must exceed it liabilities or must exceed the level
  19   manager to be eligible to bid?                           required by the FSA if FSA authorised.

                                                             Refer answers to Q. 4, 5 and 6. "Leads" for this purpose do not
     How will you manage the conflict between different lots include targets and to be classed as a lead there needs to have
  20 where fund managers have the same leads.                been personal contact made with the business concerned.
                                                             This matter is still under investigation and will be clarified
  21 Are share acquisitions eligible?                        subsequently.

     Advances limited to 100% of the collateral value based
     on up to date commercial valuations. Please provide
     clarity on the definition of 'collateral value'. We believe   Definition of 'collateral value' is the estimated or appraised
     it to mean gross value of the asset but it could equally      value of an asset pledged as a collateral to obtain a loan.
     mean what is in or normal credit policy - net written         Lenders must base collateral value on the asset's liquidation
     down value. This will have implications for debenture         value and not on its actual cost, book value, or its current
  22 security and unsupported personal guarantees.                 market value.
                                                          As stated in the ITT there will be ongoing assessment of the
                                                          fund managers performance by the Investment Advisory Panel
                                                          (IAP) which will report to the board of NWBF. The form of the
                                                          assessment will be a matter for the IAP to decide and will
                                                          comprise all aspects of the fund managers performance,
                                                          including a review of the yearly and quarterly reports -
                                                          comprising details of the Investments made, review and
                                                          progress on those Investment, sources of any Matched
                                                          Funding, New Jobs Created, Jobs Safeguarded etc. Any
                                                          dismissal of the General Partner will be an automatic
                                                          termination of the Fund Manager pursuant to the Management
                                                          Contract. The General Partner can be dismissed in a number
   Is there ongoing assessment of the Fund Manager's      of circumstances set out in Clauses 13.1 and 13.2 of the draft
   performance? If so, what format does this take? Are    LP Agreement in Volume 4 Appendix 1 of the Invitation To
   there provisions for the dismissal of the Fund Manager Tender.
23 during the term of the contract?

                                                                 After 31st December 2015 there may be subsequent funding
                                                                 for follow on investments for existing investments returned to
                                                                 the NWDA from previous venture capital interventions in the
                                                                 North West. NWBF Board will decide how this funding will be
   The NWBF will hold back certain funds to allow follow         allocated at a later date. The criteria will be decided by the
   on with certain investments. What will the criteria           fund manager responsible for the original investment on the
   whereby certain investments will be able to receive           assumption that the relevant fund manager has been
24 follow on but others not?                                     successful in requesting further funding from the NWBF Board.
   Once an investment is made, can a fund follow on from
   the original funds under management even after the
   end of December 2015 if there are funds held back
   which could be used either as fees or follow on       Any uninvested amounts at 31st December 2015 from the
25 investment?                                           VCLF have to be returned to the ERDF and EIB.

   NWBF require a yearly budget from the fund manager.
   Please describe why. In what ways will the yearly             It is a requirement of our funders that annual budgets are
   process impact the agreed management fee? Is it not           provided by the fund manager, approved by the NWBF and
   more normal that once a multi-year fund budget has            submitted to the funders for their final approval. The
   been agreed, the fund manager is at liberty to use the        management fee is agreed in the LPA and it is not envisaged
26 management according to its own discretion?                   the yearly budget would impact on this.
   Will the management fee be the same for each panel
   member, regardless of the actual funds under                  No, the MEAT at the mini-competition stage will be awarded
27 management?                                                   the contract.
   Lot 3 Personal guarantees supported by personal
   security may be taken - Does this mean taking a
28 charge over a directors/shareholder home?                     Yes, subject to the normal legal processes being observed.

                                                                 Refer Volume 1 Appendix D Fund Structures - Definitions of
                                                                 terminology - Overlines -Advances of loans to businesses
                                                                 where the Finance Facility consists of firstly, a secured loan
                                                                 with a debenture holding a first fixed and floating security
                                                                 position and which, on a prudent loan to value basis, is within
                                                                 the normal credit policy and secondly, an additional loan,
                                                                 effectively creating a secured but unsupported loan. The size
                                                                 and scale of the extra advance is based on the Fund
                                                                 Manager‟s professional judgement of the financial and credit
   Please can you describe exactly what is meant by              position of the borrower and its underlying cash flows being
29 Overlines?                                                    sufficient to support the extra advance.
   Does this mean (when taken together with the point
   below ) that Overlines represents the balance of the          You can only lend on a fully secured basis (i.e. Liquidation
   loan that is secured, but is more than the 100% level of      value) up to 100% of the value of the assets. Overlines are any
30 available collateral?                                         amount of lending in excess of this limit.
   „Secured Lending Advances limited to 100% of
   Collateral value, based on an up-to-date commercial           In respect of up to date commercial valuation of assets it is a
   valuation of the assets‟- do we have to source                matter for fund managers to decide whether to use external
   independent, third party valuations for any assets over       valuers but it is anticipated that they will be used on property,
   which we take security? And then are we restricted to         machinery and intangible asset valuations. Any advance over
   "Lending Advances limited to 100% of Collateral value"        100% of the collateral value are as a consequence part of your
31 as per those valuations?                                      allocation of Overlines.
   If the above two points are correct can the NWDA
   confirm we are limited to only 25% of the fund by initial
32 value being by way of Overlines?                              Yes
   No equity can be taken or unsecured lending provided
   other than as defined under „overlines‟-Does this mean
33 we can only lend to limited companies?                        Yes

34 Can a premium be taken on loans made under Lot 3?             No, unless built into the loan margin.
   Largest Investment Size -

     Not above £250k per borrower. Is this limit the limit for
     the life of the fund or at any one time?                    The limit is £250k per borrower at any one time i.e. moneys
35                                                               repaid can be relent where appropriate.
                                                                 The funding is meant to support expansion capital and hence
   IOG‟s „The purpose of the loan.........or to support its      can support the increase in operational costs, but not the
   normal operational costs‟. What is the definition of          current run rate of such costs. Expansion capital definition as
36 normal operational costs?                                     stated 8.3 on page 82 of Volume 1 of the ITT.

     In relation to the Priority Sector Growth Funds I
     understand that all the money in the fund must be
     invested in 5 years. From a fund perspective this will
     leave the fund manager / fund in a vulnerable position
     if any of their portfolio requires any further funding
     beyond year five. Can you confirm which of the
     following scenarios will unfold:

     1)    The Fund manager will receive top up funding in
     order to be able to provide follow on funding to their

     2)    Another separate fund (with a separate fund
     manager) will be launched that will be able to provide
     follow on funding to the portfolios of a number of funds.
                                                             The NWBF Board is likely to be in possession of funds that can
     3)    Something else – if so, please can you elaborate. be used to provide follow-on funding to the portfolio after
37                                                           31/12/15.
   Re: co-investment. Where it is an equity fund, is it right    Co-investment has to be on a pari passu basis or worse than
   to assume that co-investment has to be on a pari passu        the funds investment terms. In relation to the loan fund there is
   basis? However, for the loan fund, what criteria is           no requirement for co-investment. [refer to the ITT new
38 attached to co-investment if any?                             question 91]

    It is obvious that staff currently engaged in the delivery
   of the Interim Equity Fund and the Interim Loan Fund
   will be TUPE‟d into whichever Fund Manager wins the
   successor fund contract. It is therefore essential that an
   early decision be made as to whether the Interim Equity
   Fund will be rolled into the Devcap Fund or Priority
   Sector Growth Fund. Furthermore, to assess the
   liability being taken on by any new manager of these          We are not necessarily in agreement with the opening
   Funds requires a substantial amount of information. I         sentence of this question. Bidders are advised to seek
   attach a due diligence list for TUPE, and look forward        independent professional advice on the effect of the Transfer
   to receiving this ASAP from the two managers of the           of Undertakings (Protection of Employment) Regulations 1981,
39 Interim Funds.                                                as amended (“TUPE”).

                                                                 As stated elsewhere, this loan fund should be invested in
   Further clarity question on answer already given:             situations which are commercially realistic, in order to enable a
   Question numbers 29-32-these appear incompatible.             sustainable fund to be established. If the realisation values are
   Liquidation valuations will often be minimal & hence,         realistic as being very low, then the advance should not be
   from our experience, it will prove difficult to invest 75%    made ( the QUANTUM if the loss being too great ) unless the
   of this fund is this manner, i.e.. secured. For start-        business has very strong cash generation credentials ( i.e. the
   up/early stage growth businesses there will be little, if     PROBABILITY of default is very low ). Having a 25%
   any, value in the business assets are we therefore            allowance for Overlines was meant to accommodate this latter
   unable to assist these?                                       position. It is recognised that Fund 3 will have limited ability to
   Independent valuations on property (commercial &              support early stage/start-ups, which is why Funds 2 and 4 are
   private), machinery & intangible assets will incur further    part of the JEREMIE programme. Cross refer to Answer to
40 charges. Are all of these to be passed on to the client?      Q.174 in the ITT and submission section.

   Further clarity question on answer already given:
   It is our experience that although security is taken at
   day one this has little value and should be recorded as
   such. If we invest in an expanding business there is an
   assumption that debtors etc will rise as the business
   grows. Rise in the value of property long term is also
   reasonable to expect. A charge will therefore become
   worth something more over time that at day one.
   However if the business does not grow then we have
   no real value in the business assets and this is where
   banks have personal security ie Homes etc.

   Question No 28- What if a partner, or any one else over
   18 living at home refuses to sign a charge over a family
   home? Independent legal advice for all persons over
   18 will incur additional costs to the client, as will a
   professional valuation and registration @ HMLR.
   On default does NWBF therefore intend to pursue a             In response to the fist question, such property can not be
   charge over a family home, by evicting the homeowner          offered as security. The fund manager would need to have the
   & re-possessing the property? If not, what is the             ability to pursue a charge over a personal property, however
41 benefit/ultimate aim in taking this?                          each case would need to be assessed on its merits.

                                                                 1)    There are no restrictions on how much finance the fund
                                                                 can provide. The restrictions are that the fund should not take
                                                                 a controlling stake in its own right ( to avoid consolidation from
                                                                 an accounting perspective ) .

                                                                 2)      Staged investments against a sound business plan are
                                                                 permitted. However, care needs to be taken to ensure that the
                                                                 SME does not fall within the „in difficulty‟ rules under GBER in
                                                                 respect of later investments ( ie those after 3 years from the
                                                                 first investment ). More guidance on these rules will be
                                                                 provided to successful bidders in the mini-competitions

                                                                 3)    The industries involved in restrictions because of over-
   Re early stage technology SMEs, firstly the fund is not       capacity are those stated in the Restricted Sectors etc under
   providing more than half the funding – which it cannot        State Aid, ERDF or EIB requirements. Whilst these are
   do anyway- against a viable staged milestone or plan to       detailed in outline in both the ITT and the legal documents, as
   profitability AND the business is in a market without         mentioned in other replies, further details will be made
   long term over capacity – which is self-evident if it is      available to successful bidders in the mini-competitions.
42 emerging. Is this correct?
Framework Questions and Answers

Q no. Question                                                     Answer

                                                                  The initial allocation will be signed off by the
                                                                  NWBF board by April. Future allocations will
                                                                  be determined based on the performance of
        At which point will any increased allocation for each lot the funds and the market demand and then
    1   be decided?                                               agreed by the NWBF board.
                                                                  The minimum fund size has been set for the
                                                                  individual Lots in the fund structure
                                                                  document, Appendix D Volume 1. This would
        Mini Competition – does that mean that only one           preclude the allocation of a particular Lot to
        individual can be awarded a Lot or can potentially all be more than one party initially, with the
    2   awarded a Lot?                                            exception of Lot 4.
                                                                  The appointment to the framework panel for
                                                                  each Lot enables bidders to bid at the mini-
                                                                  competition stage and the framework will be
                                                                  valid for 4 years from the date of
                                                                  establishment. The NWBF Board may decide
                                                                  to run further mini-competitions at a later
                                                                  stage, within the 4 year period, for the
                                                                  balance of the unallocated funding. It is
        Could more detail be given about the mini competition     therefore possible to be unsuccessful in one
        process including format and timing... can you be a part round of mini competition and to be
        of this process but end with no award now but a           successful in a future round(s).
    3   possible award later?
                                                                  A fund manager can bid for a maximum of 2
                                                                  Lots, but within those lots, there is no limit as
                                                                  to the amount of mini competitions they can
                                                                  be successful in. However the evaluation of
                                                                  the mini competitions will be based on the
                                                                  award criteria used to set up the framework
                                                                  and the bidder who offers the most
                                                                  economically advantageous tender (MEAT)
        Is there a restriction on the number of contracts         during the mini competition will be awarded
        awarded to any one fund manager following                 the call-off contract.
    4   appointment to the framework?

      In the case where a fund manager A who provides and
      wins a composite bid for lot 4 i.e. (a, b, and c) pre the    If a mini competition is run for say the digital
      mini competition but there is a better individual fund       and creative priority then the three
      manager B bidding for say c, that NWBF will allow the        companies on the framework that were
      first bid to be modified post the OJEC stage to manage       appointed for that priority and the three
      just lot 4 a and b where B is given the mandate to run lot   companies that were appointed to deliver all
      4c? Alternatively would NWBF actively encourage A and        the sectors within Lot 4 may be invited to bid
    5 B to bid in the mini-competition together?                   as part of the mini competition.
                                                            The mini competitions will be run after the
                                                            award and appointment to the framework
                                                            panels are completed and the agreements
   Please can you clarify the exact dates of the mini-      signed. The assessment criteria for the mini
   competitions and will this take the form of an actual    competitions will be determined once the
   interview? Please provide more detail on the             NWBF Board has agreed on the initial
 6 assessment criteria for the mini competitions.           contracts to be awarded.
   We note that for the Stage 2 evaluation, in order to
   select managers for the Framework Panel, you are
   allocating a 15% weighting to the pricing methodology
   and 85% for the rest. Will this weighting remain the
   same for the mini competition stage or is it likely to   NWBF reserve the right to amend the
 7 change?                                                  weighting at the mini-competition stage.
ITT and Tender Submission Questions and Answers

Q no. Question                                                                 Answer
                                                                               The NWBF specifically don‟t want a single fund manager approach, partly because of the size of the fund and partly because of the range of skills
    1 What is the basis for limiting applicants to two Lots                    required to deliver each of these lots.
    2 Are USB sticks ok for submission of tenders rather than CDs              No. The Agency has encrypted systems which will only recognise NWDA USB sticks.
      A 50% pass rate is required on q11 to progress. However, 60% of
      the weighting of that question is allocated to previous fund
      management experience. Does that make it unlikely that a new
    3 player can progress?                                                     No. The experience of the proposed individuals employed by a new player will count, even if that experience was gained with prior organisations.
      If a non compliant bid was to be submitted (e.g. for a fund of a
      different size or nature, but with added benefits) would it be           No. We are required to compare "like for like" bids which can only be achieved if the size your bid should is as requested in the ITT. The Lot size
    4 considered?                                                              may vary at the mini-competition stage however the individual Lot size will not be less than stated.
      Is it possible to bid for 2 of the 3 priority sectors within Lot 4? If   You can bid for any combination of priorities under Lot 4 including 2 out of the 3 Priority Sectors. This will not preclude a bidder from bidding for any
    5 so, does this constitute two bids or one.                                one of Lots 1,2 and 3.

      Evergreen Legacy Fund – the whole procedure and selection is
      not driven by past returns, but is it not of the highest importance NWBF is trying to ensure that the right Fund Managers with the right experience are attracted. Past performance is identified as a key requirement
      to look into how a fund manager has previously performed in         in Volume 1 of the ITT Document. For the avoidance of doubt this procurement does not include the appointment of a fund manager to any Legacy
    6 terms of return to ensure the success of the Legacy Fund?           fund.
                                                                          The ITT Document contains Fund Management Guidelines. One of the requirements of FSA registration is a stipulated level of Capital Adequacy.
        Will there be a minimum level of Capital Adequacy within each lot Broadly speaking, the Capital Adequacy confirmed for FSA registration will suffice. This will need clarification but basically, FSA requirements is all
    7   to manage a particular fund?                                      that will be needed.
                                                                          These funds are specifically focused at addressing the equity gap. If an unacceptable offer of is received from another fund, the company can
        How will funding decisions be managed in relation to a market     approach NWBF. By way of example, the competing offer might involve losing voting control of the business or where the terms of the offer are
    8   failure?                                                          such that the existing shareholder lose motivation to run a growth orientated business.
        As the funding is sector specific and each sector treated as a    Within Lot four you can bid to deliver all of the priority sectors or any combination e.g. Biomedical and/or Energy and Environmental and/or Digital
    9   separate bid, can bids be made for more than one?                 and Creative.
                                                                          Digital & Creative - NWDA‟s strategic interventions focus on a footprint of sub-sectors - Broadcast Television, Radio, Digital Industries, Computer
   10   Please define creative and digital.                               Games, Publishing, Creative Services (including Advertising, Marketing, Graphic Design and New Media) and Music.

   11 How long do Bidders have to raise clarification questions re ITT?        Until the 24th February 2010
      Regarding applications to Lot 3, will preference be given to FSA
   12 registered firms?                                                        No, however we will need to be satisfied with the suitability of other proposals (including regulatory requirements).
      The desired number of invested companies per fund appears to
      be very high, implying a low average investment level per                The outputs are targets which are set by ERDF as part of the North West Operational Programme (NWOP). The ITT clearly sets out what we will
      company. Is this objective more important than GVA targets as            appraise not only the volumes of investments/advances proposed by the bidder but also assessing the likelihood of the bidder achieving its stated
   13 the two may conflict with each other.                                    targets.
      The objectives set out in the ITT re: numbers of Companies and
   14 outputs seem high / ambitious. What flexibility is there?                Bidders need to present what they consider to be realistic proposals in their pricing schedule.
      Will there be a restriction on awarding funds to any one fund
   15 manager?                                                                 A fund manager may bid for up to 2 Lots and may be awarded up to 2 lots.
      Performance Guarantees – please clarify what NWBF is looking             If a Fund Manager is considered sufficiently financially sound, then a performance guarantee will not be required. Decisions will be made on an
   16 for.                                                                     individual basis.
      Are there any circumstances in which there will be a split, e.g.. Lot    The minimum fund size has been set for the individual Lots in the fund structure document, Appendix D Volume 1. This would preclude the
   17 2 funds to 2 bidders?                                                    allocation of a particular Lot to more than one party initially, with the exception of Lot 4.
      Is additional guidance for tenders on fund 3 rather than fund
      management to be issued? The paperwork seems to be written for           No further documentation will be issued. As the Loan fund is only 1 out of 4 Lots the emphasis has been on attracting fund management bids, but as
   18 fund managers.                                                           stated in the ITT in relation to Lot 3 satisfactory alternative structures will be considered.
      If insufficient tenders meet criteria, eg. fund 3, will funds be
   19 withdrawn and allocated to 1,2 or 4?                                     It is a requirement of JEREMIE to have a Loan fund element.
      Can you clarify the statement regarding the need for KIEs to have
      prior experience of investing public sector funds (including at least
   20 one person having experience of ERDF money).                             This is an area that will be assessed and scored accordingly.
      Interim VC Fund – will this be transferred into Lot 2 winner or Lot
   21 4 winner(s)?                                                             A decision has not been made and will dependant on the nature of the individual investments by the Interim VC Fund.
      Will you put the delegate list on the website and/or take other
      steps to facilitate the formation of bidding partnerships /              No. We are unable to publish details of attendance at the bidders conference because of the requirements of the Data Protection Act. Fund
   22 consortia?                                                               managers should use existing networks such as BVCA if they wish to form bidding partnerships/consortia.
      Does 2 bids include participation in consortia where we are not the
   23 leader?                                                                  No. It is the lead fund manager that will form the LP and will be limited to bidding for two lots
      Does overall bid for Lot 4 preclude consideration from an                If you submit a tender for delivery of the whole of Lot 4 then your bid will only be considered on that basis. Bidders can additionally bid for
   24 individual sector within Lot 4?                                          individual Priority Sector Funds for up two funds.
                                                                               The Venture Capital fund should attract co-investment at the investee level and the achievement of this will be measured. However, in view of the
   25 Does Venture Fund need to attract co-investment?                         difficulty in attracting such co-investment no specific target was set in the fund structures in Appendix D Fund Structures, Volume 1.
      Are you receptive to consortia bids? If so, to help this, will you be
   26 distributing a list of attendees?                                        We are receptive to consortia bids but will not be distributing a list of attendees. Please see answer 22.
      Please define „Digital & Creative‟, or to put it another way, what is    Digital & Creative - NWDA‟s strategic interventions focus on a footprint of sub-sectors - Broadcast Television, Radio, Digital Industries, Computer
   27 excluded from „technology‟ in the VC Fund.                               Games, Publishing, Creative Services (including Advertising, Marketing, Graphic Design and New Media) and Music.
      Are the outputs in the fund structure eg. jobs / GVA for the
   28 minimum or maximum fund size?                                            The outputs are based on a €204m fund and it's appreciated that not all of this is being awarded on the minimum fund sizes as set out in the ITT.

      Venture Fund – The venture fund can invest in technology – does
   29 this include the sectors for which there are specialist funds?  No. We expect the specialist funds to handle all enquiries within their development and manufacture of drugs and biopharmaceuticals),
                                                                      The Biomedical sector includes pharmaceuticals (including research, sectors.
                                                                      biotechnology, diagnostics, clinical research organisations (CRO), contract manufacturing organisations (CMO), analytical services and sciences,
                                                                      healthcare technologies and medical devices.

                                                                               Most regions that try to have a biotech sector use "biotech hubs" (normally about 30 miles in diameter) with small/medium/large companies and
                                                                               academia in that area. Response: The Northwest has for many years had a biomedical cluster of international standing. The Northwest biomedical
        Biomedical/Biotech:                                                    cluster is one of the top three in the UK. The cluster has been supported by Bionow and the NWDA since the year 2000 and between 2002 and 2007
        Most regions that try to have a biotech sector use “biotech” hubs      the cluster grew over 60% in terms of number of companies and saw 11 companies listing on the main or AIM London markets. i.Please note
        (normally about 30 miles in diameter) with small/medium/large          Biomedical not biotech. Bionow has delivered the NW biomedical strategy since it was conceived in 2000. Delivery of this strategy is overseen by
        companies and academia in that area.                                   an industrially led steering committee. The strategy is not currently a public document but is due to be published during 2010. Some details
        I) Does NW have a biotech strategy which we need to be mindful         regarding the work of Bionow and NWDA in the biomedical sector can be found at www.bionow.co.uk.
        of?                                                                      ii. The Northwest has for many years had a biomedical cluster of international standing. The Northwest biomedical cluster is one of the top three in
        ii Have you identified hubs already?                                   the UK. The region is home to over 280 companies who are either active in research & development or manufacturing. This is supplemented by a
   30                                                                          significant number of supply chain and specialist support companies. Companies of all sizes reside in the region from start-up companies from the
   31 Can we seek clarity on answers to questions                              Yes. We will try to be as clear as possible but if the answer isn't clear please submit a further question within the timescale.
      Is it ok for a new company to bid if supported by parent group
   32 guarantee?                                                               Yes.
      May a funder bid as part of the tender process both individually
      for say lot 4b as well combined with another fund for the whole of       Yes. A fund manager can bid for all or part of Lot 4 and any other lot. They can also form part of a consortium but cannot be the lead member of
   33 lot 4 (a,b , and c)?                                                     the consortium for more than two lots.

      Can the bid for the limbs of lot 4 include a dual fund management
      strategy of both early stage and later stage deals. Is it correct that
      a fund manager looking to invest in an early stage priority sector       In Lot 4 the fund manager will be responsible for both early and late stage investment in the particular Priority Sector. Consequently Priority Sector
   34 investment would take precedence over the lot 2 fund manager?            fund takes precedence over Lot 1 and Lot 2 within each sector.
      Can more explanation be given on the target number of                    These target numbers originated as a result of analysis undertaken for the North West Operational Programme by ERDF. We expect fund
      companies envisaged in the priority sector funds. How rigidly will       managers to present in their pricing schedule (and to be marked accordingly) with their own assessment of what they feel is capable of being
   35 this ERDF target be enforced?                                            achieved.

      We are a lender and a deposit taking institution regulated by the
      FSA to undertake these activities and are considering submitting
      a tender for Lot 3. We could submit an application to amend our
      FSA permissions to enable us to operate Lot 3 as an unregulated
      CIS however we believe that this may not be the most cost
      effective approach for the provision of loans. Could you please
      provide any guidance or information on alternative corporate             We have asked in the tender for bidders proposal in this respect and have an open mind as to how bidders want to structure their proposals. Clearly
   36 structures that NWBFL have considered for Lot 3.                         a cost effective structure commensurate with achieving compliance with all legal requirements is the preferred solution.
     Vol. 3 Q 4.6 Is this essentially a question about risk management
     within the Fund, i.e. how we plan to protect the value of NWBF‟s
     investment from undue risk of capital depletion that might result
     from poor performance of the underlying investments?

     Or is there perhaps intended to be a more specific accounting/
     administrative implication to the question?
37                                                                          Yes to the first part and No to the second part.

   Is there an error in the cross-references? Are the references to
   “key performance indicators” and “specific output information” in
   questions 8.4 and 10.1 intended to be to the Fund Structures in
38 Volume 1 Appendix D, (rather than Appendix C as stated)?                 Yes, this is a mistake and the reference should be Vol. 1 appendix D
   Are the “key performance indicators” the same as the “outputs”?
   We cannot see the term “key performance indicators” specifically
39 used in that Appendix.                                                   The key performance indicators are for the bidders to determine and suggest. The outputs are ERDF expectations of performance.
   Vol. 2 Question 11.1 – Can you define what is meant by stage and
   average investment value – Is it the stage of investments e.g.
   early stage or does it mean that the fund is investing or realizing      Stage of investment is a description of the type of fund which they are managing e.g. proof of concept, early stage or development capital. The
40 phase?                                                                   average investment value is not per investment round but per investee company.

   Vol 2 Question 11 Identifies that „no equity stakes‟ are to be taken
   in regard to Lot 3. However, table asks for IRR. How would the
41 NWDA like bidders to respond to this in regard to Lot 3?             In relation to Loan funds we would like to see either a negative or positive IRR calculated or a calculation of value of capital returned to capital lent.

   Vol 2 Question 11.4 (ii) – Would the NWDA advise bidders how
42 part ii) of the question should be answered in regard to Lot 3?          In relation to Loan funds question 11.4 (ii) should deal with how your organisation ensures that the recovery of loans is as high as possible.
   Vol 2 Question 11.5 – Would the NWDA advise bidders how exit
43 management should be addressed in regard to Lot 3?                       Refer to answer to question 42.
   Vol 2 Question 11.8 – Would the NWDA advise bidders of the
   word count which is required in responding to this question and
   whether the word count relates to all or part(s) of the
44 spreadsheet?                                                             This is a free form field but should be reasonably concise.
   Vol. 3 Question 3.5 – Would the NWDA advise bidders how this
45 should be approached in regard to Lot 3?                                 Bidders need to interpret the requirements to suit a Loan fund.
   Vol 3 Question 4.4 – Would the NWDA advise bidders how this
46 question should be approached in regard to Lot 3?                        Please see answer to Question 42.
   Vol 3 Question 6.1 – Would the NWDA advise bidders exit
47 management should be addressed in regard to Lot 3?                       Please see answer to Question 42.
   Vol 2 Questions 3.1 As we have not been convicted of any of the
   offences listed thereafter, we have ticked the "yes" boxes in
   confirmation of the question posed in 3.1.

   However there is the potential for ambiguity. Does a non-
48 conviction merit a "Yes" and a conviction a "No"?                  For clarity, the assumption is correct. A "Yes" would mean that you have not been convicted of any of the offences.
   Lot 3 A number of the questions in Section One – Service delivery
   and approach, are drafted assuming a Fund Management
   Operational and Control structure. (For example in 5.1 and 6.1).
   Could you please provide advice on how a non fund manager
   considering submitting a tender for Lot 3 should address these
   and other questions within the tender document which assume a
49 fund management structure.                                         Bidders should put forward their alternative proposals to ensure all operational and control procedures are suitable for the running of a loan fund.
   Questions 3.2 As none of the statements listed thereafter apply to
   us we presume that the applicable answer is "no".

   However there is the potential for ambiguity. Does non-
   applicability merit a "No" and applicablity,leading to potential
50 ineligibility, therefore merit a "Yes".                             Please see answer to question 48
   Some bidders this time went through the bidding process before.
   Will they be expected to go through the due diligence process
   again this time. Or will they be exempt having gone through it last
51 time?                                                               Yes, all bidders will go through the same procurement regardless of whether they went through a previous bidding process.
   Please note that circular references in the following cells of the
   Volume 3 Section 2 Pricing Model mean that calculation in the
   Fund Manager Profit and Loss worksheet is incorrect for Column J
   (2016) onwards. As these cells are locked and hidden it is not
   possible to correct the error.

     Fund Manager Profit and Loss Cell J42
     Fund Summary Cell B22
     Summary Fund Accounts Cell O60

52 Please can a corrected model be issued?                                  Please see revised model uploaded onto the website

     Do we understand correctly that the Priority 1 and 2 targets are
     merely allocations for programme reporting, as opposed to actual
     output requirements for the fund managers to actively work
     toward. If not, please clarify how fund managers are to classify       The NWBF is contracted to achieve the outputs stated in the IOGs and fund managers will be required to report on progress against those outputs,
53   investments as there will be overlap in some cases, e.g. spin outs.    by priority and by Merseyside and Rest of the North West. The outputs should be recorded under the priority which it fits best, not both.
     On opening the Pricing Schedule, there appears to be a remaining
     link to an external spreadsheet (on Rachel‟s computer). We
     cannot ascertain whether ignoring this warning will have an impact
     on the performance of the model and request that the schedule be
54   re-issued without external links.                                      No, there are no links to external spreadsheets. Please see revised model that has been provided in response to q52
     The Lot nrs for Lot 4 are inconsistent with the Volume 1 IOGs.
55   Biomedical should be 4B.                                               Thank you. Noted.
     The number of investments calculation, which shows up in the
     Summary fund accounts is wrong. It is based on the average
     investment size rather than on the detailed small/medium/large
     investment information, which will yield a different number
     (usually higher) number of companies. The number of deals
     (initial) should be =fund size * (1-% follow on) * (percent in small
     deals/ size of small deal + percent in medium deals/ size of small
56   deal +percent in large deals/ size of large deal)                      Average investments calculation has now been updated.
     The MIRR calculations are not appropriate as the Net Income is
     not the same as a series of cash flows of investments and returns.
     The IRR should be calculated, according to the LPA as IRR of the
     cash flow series of loan advanced (both capital and fees) minus
57   income distributed to holding fund).                                   We agree that it should be an IRR calculation, not a MIRR calculation
     The model assumes all investments are made on day 1 in any
     year (as evidenced by exit timings but did not look at loan interest
     which overstates loan interest in year 1.
58                                                                          Model updated, first available exit in second year, loan interest/dividend calculated for 3 months of 2010.

     Does the model assume loan interest payments are made also by
     those who fail? This overstates income in particular for early stage
     companies if they‟re going to fail then evidence shows they do not
     make any repayments and are a bad debt from the start.
59                                                                          Assumes loan interest is received but no capital repayments.
     The model assumes there are 13 years (or 12.5) when the
     contract is only 12 years.                                             The model is correct. Contracts will be let until the end of 2022 which will be 12.5 years from when the contracts are let ( You need to count
60                                                                          2010&2022)
     Because the model assumes all investment is made in year 1 it
     expedites the exits. If you state 100% would exit after 1 year, it
     should fall in year 2, not year 1. Similarly, if you state it takes 2
     years for a company to fail, it is actually shown 1 year after. We
     will correct for this in the Data entry of timings unless an amended
     model is provided.
61                                                                           Model Updated
     The formatting of the preferred return cell does not show decimals
     which will be misleading if evaluated on paper.
62                                                                           Model Updated

     Calculation of monitoring fee is incorrect as it takes into account
     the size of investment outstanding (which includes follow-on)
     whereas the Data Entry sheet specifies the monitoring should be a
     percentage of the initial investment only.
63                                                                           Data entry sheet updated, monitoring fee based upon initial and follow on investment.

     There are scenarios when all realisations have taken place before
     year 2022, but a management fee is still applied in year 2022.
64                                                                     Model Updated
   in Vol 1, Appendix D, page 68 – ERDF target for Lot 4 is “20 start-
   ups.” Does this mean 20 start-ups including seed investments – or
65 excludes seed?                                                      This includes Seed.

     re Lot 3

     P65 refers to number of companies 390 being an objective which
     implies an average loan size of £90000. If follow on loans are not
     included you could be looking at over 500 investments at an
     average of only £65k .Consequently there would be little
     opportunity to do larger loans. Please clarify whether the objective
     refers to companies or investment numbers?
66                                                                           The objective refers to the number of companies. i.e. the average investment would be 90,000 based on this.
   Lot 3 Who pays the cost of taking security ,the investee or the
67 fund?                                                                     The investee
   Lot 3 By 30 start ups does this mean 30 early stage companies
68 which are not yet profitable?                                             As soon as a business starts it can be counted as an output regardless of whether it is profitable.

   Within question 3.1 the last bullet point refers to "Supporting and
   investing in RES sector priorities" - is there a definition of RES
69 sector priorities available either in document form or a web link.        The RES priorities are detailed in the RES which is available to download at:http://www.nwda.co.uk/PDF/RES06v2.pdf
   Vol. 3 Question 7.2 – Board Report – Does this mean the fund
70 managers internal Board Report or the NWBF Board ?                        This means the fund manager's board report.

71 Investment Report – Please can you clarify what is meant by this?         If you write summary reports of your investment to your board or investment committee or other such like please provide an example
    Vol 2 2.1 Should a body of individual influential advisors who
   may called to assist due diligence of the fund on an ad hoc un
   paid basis and who will participate in the carry be regarded as
   outsourced contractors or can they be regarded as equivalent to
72 part-time employees?                                                      It it's ad hoc then by definition we would think it was a contractor/consultant not part-time employees.
   Vol. 2 2.1 Can investment committee members who are not
   employees for tax purposes as they submit an invoice to the fund
   manager but yet do participate in the carry be regarded as
   equivalent to part-time employees rather than outsourced
73 contractors?                                                              Yes
   Vol. 2 11.1 Can guidance be provided on the calculation
   methodology of the IRR, particularly with a fund which is still
   investing? For example, does gross IRR included investments               A „current‟ IRR should be provided, valuing investments still on the portfolio in line with EVCA guidelines. Additionally, a „forecast‟ IRR may be
   partially written off but which could be written up subject to later      provided, giving the bidder‟s best estimate of the likely eventual out-turn for the fund. In both cases, the assumptions and calculations are likely to
74 investment rounds?                                                        be reviewed during the „Validation‟ process
   Vol. 2 11.7 Where a fund only has one investor (akin to NWBF
   investing in the proposed funds under tender), may one include a
   co-investor in particular deals as an investor for the purposes of
75 the question to prevent a 'fail' answer?                                  Yes
   Question 4.3 – Would the NWDA advise bidders how this
   question should be approached in regard to Lot 3? Is it only the
   last part of the question that applies to Lots 1,2 & 4 or the whole       It is only the last part of the question relating to co-investment that relates to only Lots 1,2 and 4 the other parts of the question can equally apply to
76 question?                                                                 Lot 3.
   Pricing Schedule

     Are you expecting Lot 3 to split the Loans into small , medium and
     large investments and into first and further advances or does this
     apply to other Lots only?
77                                                                           Under Lot 3 bidders to provide a breakdown of loans within the £50k to £250k range and expected level of first and further advances.
78 Question 33-why are sole traders & partnerships excluded?                 The need to take security via a debenture precludes the financing of sole traders and partnerships.
   Lot 3 requirements seem to make this an expensive product to
   promote, competing directly against the high street banks. Is this
   how this product is to be promoted in future?
   Are BLNW happy to promote the product on this basis?
79                                                                           see q80

     The Invitation to Tender states that improving access to finance
     for SME‟s is one of the major enablers to the formation, survival
     and growth of businesses. The security requirements now put
     forward place the NWBF Loan Fund element in direct competition
     to the banks and other mainstream providers of finance and will
     do little to help ease the inability of certain businesses to access
     the right funding package at the right time, which is meant to be
     the aim of this scheme.                                               The loan fund is designed to deal with imperfections in the delivery of loan finance to the SME market by the banks and NOT to be a replacement
     Can you provide an explanation of the thinking behind the security for such support. The terms have been established to enable a sustainable small loans fund to be created ( ie one which can provide finance
     requirements?                                                         beyond 31 December 2015, but possibly under a differing regime from the one being procured in this process) and this will only be achieved if high
80                                                                         quality loans are made.
81   Have the cost implications to applicants been considered?             Yes
82   Do you not think deal flow will be affected as a result of this?      see q80
     Is it possible for a manager to bid for 2 Lots and be a consortium
83   member (but not the leader) for others?                               Yes
     Will the interest accrued on ERDF capital be used towards
     servicing the EIB loan or be added to the overall investment          The total amount of funding available for investment is £184.4m. Any interest earned or other income will be used at the holding fund to meet
84   capital?                                                              running costs and interest payments.
     Instruments for Lot 4, the priority sector fund are described more
     restrictively as “equity and quasi equity instruments in debt and
     equity” but differently in the Lots 1 & 2 descriptions, where debt is
     listed separately. Are there in fact any restrictions in instruments
     for Lot 4?(2.8) This is also in the Fund Structure Table in
     Appendix D, where, unlike Lots 1 & 2, no information is given in Loans are allowed in Fund 4, but as such loans are unlikely to have much security backing in the traditional sense of the word, they are likely to be
     the Fund structure table for the priority sectors fund on loan        treated as „quasi equity‟. Any loan element WILL be subject to the same terms as those provided under Funds 1 and 2
85   terms.(p 68)
     Please confirm if the Venture Fund numbers are 150 companies
     including 90 start ups, and similarly for the Sectors Fund (140
86   including 20 Start ups (P63)(P68)                                     Yes
     Please provide or indicate the location of the Sectors Plan on the
87   NWDA website                                                          http://www.nwda.co.uk/areas-of-work/business/key-sectors.aspx
      Non JEREMIE funds will be available to support follow on
      investment for investments made before December 2015.
      Presumably this funding would be available before that date for
      that purpose if JEREMIE funds had been fully invested or the
      restrictions were such that JEREMIE funds could not provide
 88   some or all the investment required (3)(p75)                            This would be a decision for the NWBF Board based on the performance of the JEREMIE funds and the level of returns from previous funds.
      Is another NW JEREMIE fund able to co-invest (eg to help protect
      the return to the overall JEREMIE fund) if an investee has
      reached its investment limits in a particular fund and/or will such
      funding come from the additional funding referred to in 10? (5.4        No. Only one fund within the JEREMIE North West structure can invest in any one company. JEREMIE funds in other regions are unlikely to meet
 89   P79)                                                                    the geographical investment criteria
      Is it a requirement that each investment will need to be matched
      pari passu, or can this requirement be met for the Lot as a whole
      (i.e. 50-50 match underachieved in some investments and over-
 90   achieved in others)? (5.4 P79)                                          The requirement is for match at the overall fund level not on individual investments thus providing the fund manager greater flexibility.
      Will non pari passu other funding in a deal such as bank lending
      be eligible to count towards the co-investment target? Banks are        The target in the ITT represents ALL investment or funding made simultaneously with the VCLF's investment. Prior or post funding rounds cannot
      highly unlikely to agree to other lending ranking pari passu on         be considered as contributing to meeting this target. It would however be preferable (and will be separately measured) to have at least some of this
 91   security. (5.4 P79)                                                     co-investment on parri passu terms at the equity level.
      (7.2)(App 5 IOGs P 80). Does this mean that guidelines in SARC
      not mentioned in GBER risk capital articles are not relevant?
 92   Please clarify.                                                         Yes
      Will the Fund be able to invest further in a business in a non-
      assisted area that has grown beyond 50 employees in order to
      avoid dilution or otherwise protect an existing investment? (8.3.1
      App 5 IOGs P82) If not, businesses which are likely to go over the      No. However, please note that a State Aid Notification has been lodged in respect of support for medium-sized enterprises in non-assisted areas. It
      limit may fail to attract investment they would otherwise receive,      is unlikely that the outcome of this Notification process will be known ahead of the Bidding Deadline, so bidders should proceed on the current basis,
 93   with obvious consequences for job creation.                             but bear in mind a possible relaxation in this area.
      Please clarify Assisted areas and ERDF Merseyside by providing
      specific details of the areas in ERDF Merseyside region and in
      Assisted areas eg postcodes and local authorities (8.3.1 App 5
 94   IOGs P 82)                                                              please use following link: http://www.erdfnw.co.uk/resources/merseyside-phasingin-area-postcode-checker?log=1
      Can initial investments be made to enable an IPO launch onto
      AIM i.e. immediately prior to trading of shares commencing?. If
      so, are follow on investments (permitted to protect the investment      No. Participating in an IPO or subscribing for shares in a public market is not compatible with the concept of a "market failure", which the VCLFS is
 95   and maximise return? (App 5 Art 8.3.6 p82)                              designed to fill.

                                                                              Existing bank debt cannot be refinanced using this programme. Confirmation of its continuation at the fund pre-investment level is likely to be a
    IOGS 10.6 appears to exclude refinancing of bank debt and                 condition precedent of most facility letters under this programme. Financing of the EXPANSION of a business‟s working capital requirements is a
 96 financing of any working capital. Is this correct?                        permitted purpose for the use of JEREMIE funds, but not a replacement of funding to cater for the existing level of working capital.

      Sensitive sectors (App 5 Art 9 P82)-                                    a) No. Further guidance will be given to successful bidders in the Mini-competition
      a) Is the restriction purely property development businesses and
      b) purely share dealing businesses?                                     b) Dealing in shares is an EIB restriction. The other items mentioned in this sentence in the IOGs are ERDF and/or NWBF restrictions. The shares
      c) Does this apply to businesses where only an element of the           restriction obviously does not relate to shares in a potential investee company itself. The restriction refers to the activities of that potential investee
      business is selling to consumers via a retail outlet? Does retail       company.
      include e-commerce i.e. selling to consumers via other methods
      such as internet or mail order?                                         c) e-tailing is deemed to be a form or retailing. Please note that we have still not heard the outcome of the British Government‟s appeal on the retail
      J) and k) the exclusion appears to be limited to primary                issue. If a business‟s main activities are NOT retail, but it makes ancillary retail sales ( eg a Staff shop ) then such a business will not fall within the
      production, with processing and marketing permitted for risk            retail exclusion.
      capital. Please confirm
      For sector restrictions not defined in GBER, could more detailed        j & k) Yes
      definitions please be supplied or the source reference provided .       Detailed information will be provided to successful bidders at the Mini-competition stage.
      Evidence of systems and processes is required according to the
      instructions. Where no specific attachment is requested, does that
      mean that no attachment should be made and the evidence will
      be sought at the validation stage or is it at the discretion of the
      Bidder if the additional evidence is considered essential to
 98   illustrate the points made? (Instructions)                              Bidders to provide evidence if they consider necessary to illustrate the points made.
      Details of subcontractors are required to pass. What are the
      details? Are they purely the organisation name, address,
      registered number and a sentence describing the proposed
      involvement or is this an unlimited (no word count) description?
      Are the attachments referred to the same information about
      additional subcontractors or additional information on
 99   involvement?(2)                                                         yes
      Re Section 11, are no supplementary attachments anticipated for
100   11.1,11.2, 11.4.                                                        no. Please fill out the table for 11.1 and adhere to the word counts for 11.2 and 11.4
      Re 11.6 Is this the Employee Staff handbook or Investment
101   Management Handbook? (11)                                               Whichever you think is most relevant. Both can be provided
      Section 4 Please provide further detail on which marketing
      activities will be covered by NWBF and therefore what should be
102   included in the Fund marketing plan (p9)                                Please refer to Appendix C - Marketing Support

    Section 7 Please provide further guidance to the report headings
    eg Investment Report – is this a report on a proposed investment
103 accompanying a drawdown request for funds? (P15).                         No. The Investment report required is a quarterly update on the progress of each investment/loan.

    Section 10.2 talks about private match funding for co-investment.
    Is match funding here taken as the definition on P12 of the LPA ie        It is assumed that question relates to 10.2 in Volume 3. It relates to co-investment which is required for Funds 1,2 and 4. No „target‟ has been set for
    to mean any additional finance brought into a parallel fund or into       Fund 2 as it is appreciated that obtaining private sector co-investment into very early stage investments is challenging, but may be possible in
104 an individual deal rather than purely pari passu investment?              follow-on investments
    Section 10. What is the definition of a business start up for the
    purpose of quantifying outputs? Are these the number of start ups
    within the overall number of companies receiving investment?              No. This needs to include businesses where at least 2 days (minimum 12 hours) consultancy time was spent on the application and the results
105 (P19)                                                                     communicated to the applicant even if the VCLFS did not actually make an investment/loan.

    The ERDF Sensitive Sectors Definition includes processing and
    marketing of agricultural , fish and aquaculture which appear to be The ERDF sensitive sectors preclude investment in these sectors, it is therefore of no consequence that they are permitted for risk capital measures
106 permitted for risk capital measures in the GBER (p8)                in the GBER.
    Is it possible to see the market failure report described in
107 Definitions (p 12)                                                  Not available

    An earlier drawdown would be in the best interest of fund                 This is assumed to refer to Clause 5.2 of the IOGs ( Appendix E of Volume 1 ). The drawdown timing from Holding Fund is at the discretion of the
    performance to ensure investment opportunities are not lost or            fund manager through his decision on when to issue a drawdown request notice . Consequently some small amounts of interest may be earned,
108 damaged by funds not being released to timescale. (Clause 5.2)            especially if completion of the proposed investment is delayed , for any reason Presumably the documentation referred to (Offer Letters,
    Transitional Fund Transfer documentation etc) will be appended
109 to the Agreement in due course?                                           Yes
    8.3.1 A marketing plan and budget produced 90 days prior to the
    start of the period in question is likely to be out of date by the time
    it commences – a shorter timescale would enable more
    meaningful plans to be prepared based on more recent                      A plan is required 90 days in advance to enable the board and Funders to approve. It is appreciated that the plan may need to be updated and is a
110 experience.                                                               working document.
                                                                              It is not envisaged that there will be material amendments to the LPA, however, the funders to North West Business Finance Limited may require
    At the bidders Conference it was said that the lpa had to be              some amendments as part of our on going discussions with them. For this reason North West Business Finance Limited reserves the right to make
111 agreed “subject to terms and conditions”. What does this mean?            such amendments as are required by the funders to the company
    Please provide details of the capital and interest servicing
112 requirements of the EIB loan for modelling purposes.                      Already answered in previous clarification
      There was mention made in the Bidders Conference that VCTs
      may be not be deemed to be totally private funds for co-
      investment purposes. This seems to be contrary to the ERDF
      definition of private match (4.28 of eligibility rules), which says “
      For ERDF purposes, private match funds are defined as any
      money from private enterprises, including public limited
      companies, private limited companies, partnerships which have
      no shareholders, individual investors.....”. Please confirm the         VCT funds ARE private finance for ERDF purposes. What was mentioned at the Bidders‟ Conference was the State Aid position, and in particular
113   position.                                                               the requirement that co-investment by VCTs would need to fall within the 1.5 million euros annual limit, since VCTs are now state-aided.
      For Volume 2 question 1.9, does the request for information on
      shareholders refer to the Ultimate Parent Company or the
114   organisation submitting the bid?                                        Yes
      Several questions in Volume 3 Schedule 1 refer to RES Priority
      Sectors. For Lot 4, should answers refer only to the 3 identified
      sectors (Biomedical, Energy and Environment, Digital and
      Media)? For Lots 1 and 2, should answers ignore the sectors
115   identified for Lot 4?                                                   Yes to both questions
      For Volume 3 Schedule 1 question 4.2, please clarify the
      distinction between „Contacts‟, „Direct client/Contact engagement‟
116   and „Professional intermediaries‟                                       Already answered previously
      For Volume 3 Schedule 1 question 4.3 please clarify whether „risk
      share with co-investors‟ is intended to be distinct from „co-
      investment‟. Is it not intended that co-investment will be brought      Risk-sharing and co-investment, if on a pari passu basis, are the same thing. If however, co-investment is provided other than on a pari passu basis,
117   to bear in all cases for Lots 1 & 4?                                    then the risk-sharing is not proportionate and hence the two terms mean different things.
118   Please define „Biomedical‟ in the context of Lot4.                      Already done
                                                                              Since the bidders conference further clarification has been received on cumulation rules which only refer to the combining of aid provided which is
    Please provide further information on the Cumulation rules and            not risk capital with aid provided under the risk capital section of GBER. Further advances of risk capital are therefore not subject to these
119 examples provided at the Bidders conference                               Cumulation rules and hence the limit on investments has been greatly simplified to €1.5m per annum.

      Please clarify the answer previously provided to questions 5, 9
      and 24 from the bidders conference. Section 2.1 of the
      Introduction to Volume 1 specifies that bidders may submit bids
      for all of Lot 4 and any or all of 4a, 4b and 4c by completing a
      single set of Contract Selection and Award Documentation, along
      with separate Pricing Schedules and Technical Ability and
      Experience documentation for all or each. The answer to question
      24 suggests that a bidder for Lot 4 as a whole must bid separately
120   for 4a, 4b or 4c, and can only bid for 2 of them.                       If you are bidding for 4a, 4b and 4c in theory you are bidding for all of Lot 4.
      Please clarify the distinction in Volume 3 Question 8.1 between
121   Investment Strategy and Investment Profile                              Investment is the overall strategy of investments and Investment profile is of individual investments.
      Volume 2 Question 5.1 - what information is expected to be in
122   “any other relevant information”?                                       We can only reiterate that you would need to provide any other information which you believe to be relevant to the question.
      Please confirm that for Volume 3 Questions 8.3 and 8.4 and
      throughout Question 10 references to Volume 1 Appendix C
      should in fact refer to Volume 1 Appendices D (Fund Structures)
123   and E (IOGS).                                                           Yes
      For Volume 3 Question 9.1 please clarify whether the Gantt chart
      should be included in the 2 pages of A4 response limit or is
124   additional to it.                                                       Gantt chart is additional to the 2 A4 pages.
      Volume 3 Question 6.1 and Volume 2 Question 11.5 contain the
      same request for flow charts with the addition of Vol 3 Q6.1
125   number 1. Is this duplication intended?                                 Volume 2 Q11.5 relates to bidders historical processes whereas Volume 3 Q6.1 relates to the processes you intend to utilise to manage the VCLFS.
      Please clarify whether there is a word count or size limit to the
      Career History section of the CVs to be provided under Volume 2
126   Question 11.8.                                                          There is no limit on the length of the CV's.
      Xls attachments will not permit square brackets in filenames.
      Please confirm attachments without square brackets will be
127   acceptable                                                              Yes
      Given that responses have not yet been posted (11th February) to
      clarification questions raised since the Bidder Conference (27th
128   January), will the tender deadline be extended?                         No
      Volume 2 Q 8. “NWDA members or Directors who may be
      investors”. Please clarify. Does this mean investors in the
      proposed funds or investors in any funds under management by
      the bidder and/or investors in any companies in which the bidder        Yes. This means investors in the proposed funds or investors in any funds under management by the bidder and or/investors in any companies in
129   holds an investment?                                                    which the bidder holds an investment.
      You have provided names of five members of NWBF. Given the
      Conflict of Interest question, can you now confirm NWBF
      Directors employed and members of the Investment Advisory
130   Board                                                                   See answer 2 on "NWBF Structure" sheet. Directors and IAP members to be appointed
      Re Q&A 1 Legal: Why is there aid due to ERDF funding – and to
      whom? If SME investments are met on pari passu terms surely
      there is no aid to the SME. Why do MEIP rules only apply to             We cannot answer the question “ Why do MEIP rules only apply to SARC Guidelines ?” The JEREMIE initiative is designed by the EU to work solely
131   SARC guidelines?                                                        within the GBER guidelines, which make no reference to MEIP.
      Re Q &A 2 Fund management: Please provide detailed
      descriptions of the sector restrictions. These are not included in
      the draft agreements. If these are not made available and
      incorporated in the legal agreements, how can the Fund Manager
      be held responsible. Surely NWBF must be responsible for
132   ensuring maximum clarity in legal agreements?                            To the extent that this information is available, it will be provided to successful bidders in the Mini-competition.
      Re Q &A 13 Fund management: Please clarify the restrictions on          These are set out in the ITT, but further clarification is currently being sought and the results will be made available to successful bidders in the Mini-
133   acquisitions of shares                                                  competition.
      Re Q &A 14 Fund management: What are the relevant turnover              These vary as between the EIB, State Aid , ERDF and NWBF. Further clarification is again being sought currently and will be made available to
134   tests?                                                                  successful bidders in the Mini-competition.

    Re Q &A 16 Fund management: The response was Yes to the
    question about Fund Manager responsibility to ensure SMEs stay
    compliant with excluded sectors through subsequent investment.
    What does the response mean? – at the time of subsequent
    investments by the fund? –at the time of any subsequent
    investment into the business during the period the fund has a
    stake in the business? – at all times throughout the life of the
    investment? What happens if a business generates turnover from
    an excluded sector? How can any constraint be applied once an
    investment has been made when an equity investment is made
    into a business ( many of which may have no or limited turnover The „compliance‟ test applies solely at the time of each and every investment being made. If a business subsequently becomes non-compliant, then
135 at the time of initial investment)to enable it to grow?          no further investment can be made.
                                                                     Not yet. In general, ERDF does not allow funds to be used to fund share acquisitions. Funds can be used to fund acquisitions of assets and
    Re Q &A 21 Fund management : are you yet in a position to        liabilities. We are seeking further clarification on this, but have yet to receive a reply. An updated position will be given to successful bidders in the
136 clarify the position on share acquisitions?                      Mini-competition

    Re Q &A 36 Fund management : Whilst an investment will have
    a primary purpose eg working capital, product development, the
    investment is by way of share capital into the business so how can        As mentioned elsewhere, the intention is that the funds are to be used for growth, rather than replacement capital. Typical conditions precedent to
    this be differentiated? A constraint such as this could have a            any investment would therefore include confirmation of existing working capital facilities at their current levels. The instrument by which the
137 negative impact on the growth and value of the investment.                investment is made does not appear to be relevant.
    Re Q &A 37 Fund management : The answer is not clear as to
    whether top up funding be provided to the individual fund
    managers to provide follow on investment after 2015 to enable
    financial performance and returns to be maximised. Please
    confirm whether or not this is the plan. If the plan is to create a
    separate fund , please note that this is likely to have a negative        We cannot bind the NWBF Board in relation to its future activities. All that we can state is the current intentions, which is as stated in the previously
138 impact on the performance of the initial funds                            given answer to Q37. It is not currently envisaged that the follow-on money would go into a separate fund.
      Re Q&A ITT 24: The response says “If you submit a tender for
      delivery of the whole of Lot 4 then your bid will only be considered
      on that basis. Bidders can the additionally bid for individual
      Priority Sector Funds for up to two funds.” If a bidder bids for the
      whole of Lot 4 ( all three sectors), the bidder believes they can
      deal with all three sectors. So why cannot the bidder submit the
      alternative pricing information etc on the basis of three individual
      funds and also on paired funds ie Bio and E/E, Bio and C/D, C/D
139   and E/E?                                                                 We could not see any benefit in this proposal as successful bidders would be taken through to the mini-competition stage in any case.
      Re Q &A ITT 28 : The outputs are based on a 204m Euro fund
140   (£184.4m). Should the outputs therefore be read as 155/184.4?            No.
      Re Q &A ITT 34: If the Priority Sectors Fund takes precedence
      over both Lot 1 and Lot 2, is it recognised that this may have a
      negative impact on the ability of Lot 1 and 2 managers to
      generate as strong a level of performance than might be the case         Yes. However, it is considered that there are enough opportunities outside of the Priority Growth Sectors to enable good returns to be delivered.
141   if there were no precedence rules?                                       Additionally, the relative size of the funds reflects the allocation of enquiries as between the Priority Sectors and the remaining sectors.
      Vol 1 11.7 Referees: References are requested from investors in
      similar funds managed in the last three years. Where these would
      be organisations involved in the process ie NWDA, can a
      reference be supplied? If not, how will this be taken into account
      in the scoring, given that such bidders will be disadvantaged
      against bidders who have not had a prior contract with NWDA and
      will be in a position to supply recent investor references. Where
      preferred references cannot be supplied, where in the tender
142   response can this be indicated?                                          Please provide a statement in the attachment where the references would be attached and provide an explanation.
      Regarding Lot 4 –                                                        a) These definitions are extracted from www.erdfnw.co.uk: Priority 1 – Stimulating Enterprise and Supporting Growth in Target Sectors and Markets.
      a)     In Volume 1 – Appendix D (Page 58) – it says ERDF Priority        This priority provides business support and funds financial instruments which help improve the competitiveness of the region‟s businesses,
      Split Target = Priority 1: 50% and Priority 2: 50%. What are             especially in high value target sectors. It also supports work with the region‟s businesses in all sectors to improve resource efficiency and reduce
      Priorities 1 and 2?                                                      their carbon footprint.
      b)     In Volume 1 – Appendix D (Page 86) Assisted Areas map it          Priority 2 – Exploiting Innovation and Knowledge. This priority aims to make full use of the region‟s knowledge base in Higher Education Institutes,
      has a number of areas marked in red. What significance do these          research institutes and private sector firms. It encourages the exploitation of this knowledge and innovation amongst all firms.      b) these represent
143   areas have for the Lot 4 Fund investment criteria?                       the assisted areas for state aid purposes and are relevant to all Lots.
      The NWDA model is assuming that if an investment is made in
      2010 then there will be a whole year‟s worth of capital repayments
      made in 2010 regardless of whether the investment was made in
      January 2010 or December 2010 – this is clearly incorrect and the
      same will apply to interest.

      The NWDA model assumes full management fees in 2010
      whereas we assume only half a year as its going to be a while
      before everything is signed and finalised.

    We are running our own fund model in parallel with the NWDA
    model and are finding that the NWDA model is understating write-
144 offs.                                                                      see updated model
    There are circular references between cells I62 and I82 of the
    Loan Elements worksheet in the Model Pricing Schedule
    spreadsheet. Please advise how to correct, or supply a corrected
145 version.                                                                   see updated model
    It is proposed that for the loan fund, unsecured loans will have a
    different interest rate to secured loans. The Data Entry worksheet
    of the Model Pricing Schedule spreadsheet does not provide a               Interest rates charged to borrowers will, in practice, vary to reflect the degree of risk associated with the provision of the loan and whether an equity
    facility for dealing with this, allowing only one interest rate.           stake is taken to provide part of the compensation for the risk. However, for modelling purposes, one overall 'average' interest rate should be
146 Please advise how to deal with this.                                       assumed.
    It is proposed that for the loan fund, a range of loans of different
    durations will be provided. The Data Entry worksheet of the
    Model Pricing Schedule spreadsheet does not provide a facility for
    dealing with this, allowing repayments for only one length of loan
147 to be input. Please advise how to deal with this.                          Again, an 'average' length loan should be modelled

      The instructions state that for an 8 year loan repayment profile
      12.5% should be entered in each box of the Data Entry worksheet
      of the Model Pricing Schedule spreadsheet. However, it is
      proposed that loans will be treated on a “reducing balance” basis,
      i.e. a little capital paid off in year with increasing capital being
      paid off thereafter and so the repayment profile will not be even.
148   Please confirm that this treatment is acceptable.                        This method was suggested for ease of modelling. Other repayment profiles are however acceptable
      It is proposed that for the loan fund, secured investments will “fail”
      and there will be a period when capital and interest will not be
      paid to the fund, then when the security is realised the outstanding
      capital will be repaid in full as one lump sum together with
      outstanding arrears of interest. The Model Pricing Schedule              The mechanism in the model allows bidders to vary the numbers of investments failing, but that if they fail, no proceeds are recovered. Accordingly,
      spreadsheet does not provide a mechanism for this. Please                purely for modelling purposes, if partial realisations are forecast to be made, then the effect can be achieved by adjusting the number of
149   advise how to deal with this.                                            investments shown as failing so as to give the required monetary loss figure
      Please clarify whether the realisation phase management fee is            Net of write-off and provisions
150   net of write-offs, or net of write-offs and provisions.
      What are PSA costs on line 32 of the Fund Manager Profit and
151   Loss worksheet of the Model Pricing Schedule spreadsheet.                Printing, Stationery and Advertising
      The Fund Summary worksheet of the Model Pricing Schedule
      spreadsheet is not calculating the number of investments in rows
      43 or 44. Please advise how to correct, or supply a corrected
152   version.                                                                 It looks to be working correctly when we have looked at it. In what way is it wrong?
      There is no provision in the Model Pricing Schedule spreadsheet
      for audit costs or bank charges for the fund. Please advise how           We will add an input for miscellaneous costs in the fund.
153   these should be dealt with.

    In relation to the Fund Structure of the Venture Capital Fund ,
    page 62 of Volume 1 (Instructions to Bidders) refers to "Number of
    Companies 150" and "Start-ups 90".
     Please clarify whether this means either:
    1) that a requirement of the Venture Capital Fund is that it must
    make investments into 150 companies of which 90 must be start-
    ups; or
    2) that a requirement of the Venture Capital Fund is that it must
    assist 150 companies of which 90 must be start-ups, where assist
154 means making an investment or indirect assistance.                 1) Yes 2) Yes
    Volume 2
    Question 11.8 – In the investment track record required for Lot 3
    as the question implies an outcome only in relation to equity
155 investments??                                                      Yes
    Volume 3
    Question 7.2 2.- Can you please clarify what is required for an
156 Investment Report in point 2 with regards to Lot 3?                See answer to Q103

    Within question 3.1 the last bullet point refers to "Supporting and
    investing in RES sector priorities" - is there a definition of RES
157 sector priorities available either in document form or a web link.         Please find attached link to the NWDA website: www.nwda.co.uk/areas-of-work/business/key-sectors.aspx
      3.1 Please confirm that you as lead bidder and any
      consortium/subcontractors (or their directors or any other person
      who has powers of representation, decision or control of the
      named organisations) has not been convicted of any of the
      following offences. The NWBF shall treat an economic operator
      as ineligible if it cannot confirm these statements.:

    As we have not been convicted of any of the offences listed
    thereafter, we have ticked the "yes" boxes in confirmation of the
    question posed in 3.1.
     However there is the potential for ambiguity. Does a non-
158 conviction merit a "Yes" and a conviction a "No"?                       A non conviction merits a Yes.

      3.2 The NWBF may treat a bidder in its capacity as an economic
      operator as ineligible or decide not to select an economic operator
      in accordance with the PCR 2006 Regulations on one or more of
      the following grounds, namely that the economic operator:

    As none of the statements listed thereafter apply to us we
    presume that the applicable answer is "no".
    However there is the potential for ambiguity. Does non-
    applicability merit a "No" and applicablity,leading to potential
159 ineligibility, therefore merit a "Yes".                                No applicability merits a "No".
    Could you confirm the font type and size for the completion of the
    table as part of question 11.1 / Volume 2 Selection
    Documentation. Should it still be Arial font size 12 - as at this size
    this page potentially becomes a multi page answer when
160 completed and printed?                                                 You can use two pages as long as the table headings are used.
    11.1 Are we able to submit our response to question 11.1 as an
    appendix? There are eight funds on which we need to report and
    cannot fit the table, in the required font, into the space provided
    on the form.
161                                                                        Please use the table provided, however we will accept tables which go to two pages long
    11.3 We assume that the requirement asking for case studies for
    Funds in their entirety as opposed to investee individual
162 companies within funds?                                                We are looking for individual investee companies case studies.
    3.4 Incentivising staff delivery - in table 3.4 what is meant by %
    basic? Presumably this column should represent 100% of basic
    salary with the other columns potential additions to basic based
    around performance?

163                                                                         This is an error. "basic" should not have a "%" before it.

      Award 4.6 Can you confirm whether this question is about security
164   of assets/controls over cash or fund management methodologies?        Both
      Award 6.1 We are wondering what the agency sees is the                Fund managers may get a lot of enquiries but only a percentage of these enquiries will turn into applications as many of the enquiries may be from
165   difference between enquiry and formal application for funding?        ineligible businesses or of an unacceptable quality.
      For Lot 2, the deal numbers quoted are 90 start ups and 150
      companies. Do these figures relate to a £30m fund or are they
      maximum figures in the event the fund size ultimately increases
      to £100m?
      For Lot 4, the deal numbers quoted are 20 start ups and 140
      companies. Do these figures relate to a £45m fund or are they
      maximum figures in the event the fund size ultimately increases
166   to £125m?                                                             The outputs relate to the initial value of the contracts to be let. i.e. for Lot 2 we will be looking for 150 companies for the £30m fund
      Pg 61 - NW Fund structures note states “Business that require
      venture capital funding for energy and environment, biomedical
      and digital and creative should be directed to Fund 4 priority
      sector growth fund.” Given that Fund 4 is only targeted at a
      relatively small number of start ups, would Fund 2 be expected to
      accommodate POC / seed opportunities from those sectors               As set out in the answer to Q 34 (ITT), ALL enquiries relating to the Priority sectors will be directed to those sector's fund manager, regardless of the
167   unencumbered?                                                         stage the business has reached at the time of the enquiry
      Declaration required re Volume 4 Fund Documentation –there is
      no Form of Declaration in Volume 3 Section 3 Procurement
      Certificates. How / where do you expect this Declaration to be        Please see page 26 of Volume 1. You just need to include a letter stating your agreement to the terms and conditions or use the Declaration pro-
168   made?                                                                 forma which has been uploaded.

    Financial Model
    Input 4 – Can you please confirm that the Venture Fund entry
    here should be 100% equity? There doesn‟t seem to be a
    requirement to analyse the underlying portfolio between equity
    and loan (or convertible preference share instruments). While this
    is not such a problem for the Venture Fund investments where,
    due to the stage of investment, it is unlikely that a yield would be
    anticipated, this may be a problem for the Development Capital
    Fund as a yield will be expected from those investments. The            Interest calculation is driven by entries in the 'loan' line, not the equity line of input 4.
    problem is that if you divide the mix between equity and loan to
    try to reflect the average strip of equity and loan instruments, this   Consequently, if a loan is not to be serviced, then it should be included in the equity and quasi equity line.
169 seems to create wrong answers in the portfolio numbers section.
    Financial Model
    Input 5 - Can you please confirm that the model calculates
    dividends for 6 months only in year 1 but for the full year for loan    Dividends and loan interest actually calculated for 3 months (i.e. an average period) in 2010 as assumes investments made midway through
170 interest?                                                               second half of 2010.
    Financial Model
    Certain sheets are hidden in the downloaded model. While it is
    possible to „unhide‟ them in order to try to track the calculations
    being carried out in order to understand how the model works,
    certain columns are too narrow to show the answers but, because
    the spreadsheet is protected, it is not possible to widen the
    columns. Can you please amend the structure to enable all
171 columns to be read properly?                                            All sheets now 'unhidden' however they are read only. This should allow users to follow through calculations. Columns have been widened also.

    Financial Model
    Can you please explain why bank interest is expected to be
    earned and why it is offset against the amounts drawn down for
    investment? Sums will only be drawn down to match immediate
    investment requirements so the likelihood of holding surplus cash
    in the fund is low. It is also not in the manager‟s interest as it
172 counts against the hurdle for carried interest purposes.             Agreed - it is not expected that this will be a large figure. Consequently the answer to the question is unlikely to be of relevance
    Volume 2 (Selection Documentation) and Volume 3 (Award
    Documentation) requires that separate questionnaires to be
    submitted for each Lot. Given that it is permissible for a bidder to
    submit one questionnaire for Lot 4 which includes all three priority
    sectors i. Energy and Environment, ii. Biomedical and iii. Digital
    and Creative, is it permissible for the bidder to submit one
    questionnaire covering 2 out of the 3 priority sectors ie one
    questionnaire covering both Lot 4b (Biomedical) and Lot 4c
173 (Digital and Creative)?                                              No. The bidder either needs to submit a tender for all of Lot 4 or one tender for each priority within the lot.
       Advances limited to 100% of the collateral value based on up to
       date commercial valuations. Please provide clarity on the
       definition of > '> collateral value> '> . We believe it to mean gross
       value of the asset but it could equally mean what is in or normal
       credit policy - net written down value. This will have implications The collateral value should be the value at which the lender expects would be obtained within a period of 3 months from advertising the asset as
   174 for debenture security and unsupported personal guarantees.           being for sale. Hence it is not the gross asset value nor is it a heavily discounted "liquidation" value.
                                                                             The General Partner/Fund Manager will be required to prepare reports (yearly and quarterly) - comprising details of the Investments made, review
                                                                             and progress on those Investment, sources of any Matched Funding, New Jobs Created, Jobs Safeguarded etc. The reporting requirements are set
                                                                             out in clause 8.1 of the LP Agreement. Through these each fund can be monitored.

                                                                            Any dismissal of the General Partner will be an automatic termination of the Fund Manager pursuant to the Management Contract. The General
                                                                            Partner can be dismissed in a number of circumstances:

                                                                             - with cause (note causes set out in Clause 13.2 of the draft LP Agreement set out in Volume 4 Appendix 1 of the Invitation To Tender). These
                                                                            causes include the General Partner/Fund Manager failing to comply with the reporting requirements above. Also the Manager's material and
                                                                            sustained failure to achieve the Outputs and results and other targets set out in [the LP] Agreement. negligence, insolvency, failure to comply with
                                                                            documentation, failure to comply with the reporting requirements set out above and so forth will all be a cause to dismiss the General Partner/Fund
         Is there ongoing assessment of the Fund Manager's performance? Manager. Please note clause 13.2 of the LP Agreement which sets out the "causes" for dismissal.
         If so, what format does this take? Are there provisions for the
   175   dismissal of the Fund Manager during the term of the contract?     - without cause - for example under the extreme scenario that the consents required to complete the JEREMIE project were revoked and the
          Is the maximum term for loans under Lot 3 to be seven or eight
   176                                                                      Seven years
         Is the carried interest payment percentage of 20% also applicable
         to Lot 3? This payment is presumably calculated against the profit
         surplus for performance/return above the > '> incentive for good No - bidders are encouraged to devise an appropriate 'reward' element in respect of this fund.
   177   performance> '> ?
           In Q 10.3 of Volume 3 (p19), it is stated that outputs are to be
         delivered by the end of the investment period, i.e. 2015. We
         understand that this relates to the investment outputs only (e.g.
         number of companies, regional split, type of investment,
         leverage) . However, could you confirm that financial returns,
         GVA and jobs outputs are to be delivered by the end of the fund    A report needs to be produced at the end of the investment period covering the items listed. The same information will be required again at the end
   178   life and not the end of the investment period?                     of the fund life.
         In Q 9.1 of Volume 3 (p17) you ask for a proposed methodology
         for the project management of the Lot. Do we understand, given
         the remainder of the question, that this is the project management
         to the set up of the fund, rather than the project management
         methodology going forward, which is already described in many of
   179   the process questions?                                             This is for the whole of the life of the fund including the start up phase.

       In the same Q 9.1 a Gantt chart is asked for the delivery of an
       operational fund by 1 May 2010. Can you please clarify what the
       appropriate date is that funds are expected to be operational
   180 given that May still falls within the procurement period?            We suggest you modify the 1st May to the 1st July 2010.
                                                                            We suggest 1 July 2010, for ease of modelling
   181 On what date should the 2010 financial projections commence?
       In the table at 10.3, page 19, Volume 3, is it Costs that are
       required or Investment sums? If the former, why are Co-              The table prescribed costs as being the amount invested by the VCLFS. Similarly co-investment costs relate to the amount of co-investment funds
   182 investments costs relevant?                                          raised.

         Volume 1, Appendix D „Fund structures‟ specifies „Fund Size (for
         Assessment Purposes)‟ in relation to each fund. How does this
         amount relate to the „Investment Loan Commitment‟ in the LPA?

       If the latter, is the amount of the „Management Project Loan
       Commitment‟ to be determined separately at the level of NWBF,
       or is the bidder expected to make an estimate of the amount of
       the Fund Size that must be set aside to allow for drawdown of
       „Management Project Loan‟ during the period to 31 December
183a   2015?                                                                yes
        Is it the same thing? If so, is the amount of the „Management
       Project Loan Commitment‟ then determined separately at the
183b   level of NWBF?                                                       yes
       Or is the Fund Size considered to be the sum of the „Investment
       Loan Commitment‟ and the „Management Project Loan
183c   Commitment‟?                                                         no
       If the latter, is the amount of the „Management Project Loan
       Commitment‟ to be determined separately at the level of NWBF,
       or is the bidder expected to make an estimate of the amount of
       the Fund Size that must be set aside to allow for drawdown of
       „Management Project Loan‟ during the period to 31 December
183d   2015?                                                                not applicable
       Please confirm that it is acceptable to submit the tender from a
       parent company who would the intend to delegate the
       management contract to its wholly owned FSA-regulated
   184 subsidiary company                                                   The tender must be submitted by the FSA regulated body.
       Where the fund manager is a member of a group whose ultimate
       parent is a public company, please acknowledge that
       management accounts cannot be provided and that this will not
   185 constitute a Fail / Non-compliance.                                  Yes
       Are outputs for the Venture Fund (eg 150 companies, 90 start ups,
       750 new jobs) related to the £30m minimum fund size or to the
   186 £100m maximum fund size                                              £30m minimum fund size

       The „Equity Element‟ tab in the Pricing Schedule appears to
       contain incorrect references in cells E11 and F11. Have any other
   187 errors in the spreadsheet been noticed that might be material?       See new model 23.02.10
       In Vol 1 Appendix D (p. 68) for structure of Fund 4 it shows ERDF
       target = 20 start-ups out of 140 companies (= 14% by number).
       However, in the Investment Profile above this on same page, it
       says portfolio cap = 30% in Start-up capital (by number) so 30% x
       140 = 42 companies. Therefore is the ERDF target of 20
       companies the one we should aim for - or the portfolio cap (= 42
       companies)? Or does the portfolio cap of 30% refer to value of       The 20 start up is the minimum where as the 30% for Start-up capital and 30% for Seed capital are portfolio caps i.e. the maximum that can be
   188 fund (not number)?                                                   invested in start-ups/seed.
       can give me confirmation that the questionnaire is to be
       completed on the word application forms (titled volume 2 and 3)
   189 that are found on the NWDA website.                                  Yes

       Also, on the some of the questions in the volume 2 submission
       (e.g. question 1.5) it asks for a box to be ticked. However, when I
       look to set the default value of the box to checked” it puts a cross
       in this box. Does this mean we can put a cross in these instances
       where it asks for a tick or shall we add by hand a tick or do we
       have to cross out all of the boxes leaving one box which is the
       chosen box. Alternatively, if there is a way of putting in a tick
   190 please can you let me know how to do this.                           Please mark the relevant box in an appropriate manner - ticks or crosses will be accepted.
       Are/will we be expected to contribute financially (set-up or on-
       going) to the centrally-provided marketing services (brand
       development, marketing materials, advertising, website provision The NWBF will have a marketing budget for centrally provided services but each fund manager will be expected to carry out its own marketing to
   191 and maintenance, PR, etc?)                                           support the central effort and these costs will be for the account of the fund manager.
      As NWBF wishes to ensure minimal duplication in marketing the
      fund, will NWBF expect all fund managers to contribute financially
      to the costs of particular marketing activities, such as expecting
      all fund managers to attend particular regional events together to
      promote the fund collectively. If, so what financial contribution        See answer to Q191. Fund managers will be expected to attend regional events to help promote their individual funds within the overall brand. The
192   would be expected of us?                                                 costs of their attendance will be for their own account.
      On page 26 of volume one in the submission breakdown it states
      in the last three boxes that we are to include „a declaration stating
      your agreement, etc, with all terms and conditions, in your
      response documentation.‟ Please confirm what format you would
193   like this in.                                                            A draft confirmation declaration is included on the website.
      Please can you confirm what specific information you require in
194   Q11.1 where „Nature of contract‟ is asked for?                           The legal form of your fund management contract.
      In question 9.1, a start date of 01.05.10 is stated, whereas in the
      indicative procurement timetable, notification of award of the
      funds in order to start operations (not allowing the standstill
      period) is not expected until 28th May. Can you confirm whether
      the 01.05.09 date is being suggested as a start date for internal
      preparations or whether it should read 15th June i.e. the
195   anticipated date for Contract start?                                     See answer to Q180.
      You have made amendments to the Pricing Template which now
      severely overstate the realisations on the equity component.
      These are Equity Element rows 132 – 139. The cause of this is
      the Assumptions W28 cell which has been amended from the
      percentage return per average investment previously (which is
      correct for use in the formulas) , i.e. Exitcals! G7) and now refers
      to the multiple on the successful exiting investments
196   (Assumptions C70) which is incorrect.                                    See new model 23.02.10
      We would appreciate it if you could unlock the various data entry
      sheets so that we can cut & paste our assumptions into any new
      models issued. We have had to re-enter every number manually
197   and would not want to have to do this again.                             Due to the requirement to get consistent models which we can compare easily from the bidders, we won't be unlocking the sheets.

    1 Re Q 129 ITT, the response indicates that only GBER applies.
    Can you please confirm therefore that it is only Articles 29 and 30
198 of GBER applicable to Risk Capital which apply                      These articles need to be read and understood in the context of the whole of GBER
    In vol 1, on last page of Appendix E (IOG), there is a map of
    assisted areas on page 86, the question is:
    What is the correct key ie., what are the areas in red and what are
    the areas in green?
199                                                                     The green and red areas are Assisted Areas for investments in Medium sized enterprises.

    The calculation of management fee in 2010-2015 is based on
    acquisition cost less written down and written off. Is this a typo? It
    would be highly unusual to have this in the investment phase.          The fee for the years 2016 – 2022 are based on this formula, but the years 2010 – 2015 fees are based upon the Minimum Fund Size Commitment,
200                                                                        and have been modelled as such. This is also the position reflected in the LPA for the Priority Profit Share.

      A question has been asked as to how to fill in question 3.2 of
      volume 2. The answer given was to do the same as the answer
      given for question 3.1 of volume 2. This seems at odds with the
      wording of 3.2. To be clear, if you are not a bankrupt for the first
201   question/statement of 3.2, please confirm if you put yes or no.          for 3.2 if none of the statements apply please state No. In relation to 3.1 if none apply please state Yes. Sorry for the confusion.
      Please can you confirm that if you are selected to the framework
      panel, you may amend and modify your bid before the mini-                Yes changes to personnel are acceptable as the framework will be in place for up to four years, however for the initial contract awards the personnel
202   competition stage in terms of personnel involved?                        will be expected to be broadly in line with this tender submission.
      Please confirm all bidders for all lots should fill in question 2.3 of
203   volume 3.                                                                yes
      In the table of vol 3, question 3.4, please confirm to what % front
204   end fees refers?                                                         Front end fees in this context are fees paid to investment staff at the time of investments (i.e. when the investment is drawn down by the SME)
      Question 57 on ITT and submission – do you have an answer for
205                                                                            see above

      vol 3 question 10.2 - Clarification of match funding in reference to
206   fund 4, is this a fixed and absolute requirement of the fund or only     see a104. For lot 4 it is an absolute requirement to secure match funding.
      vol 3 Question 4.4 – exits timed to produce optimal results for the
      fund, we are assuming this is in relation to the sub fund we would
      be managing and therefore exits are timed to give the greatest
      IRR and there is not an additional benefit in getting the money
207   back „early‟ to the NWDA.                                                Your statement is correct. To be clear, returns will be to NWBF not NWDA.
      You have made amendments to the Pricing Template which now
      severely overstate the realisations on the equity component.
      These are Equity Element rows 132 – 139. The cause of this is
      the Assumptions W28 cell which has been amended from the
      percentage return per average investment previously (which is
      correct for use in the formulas) , i.e. Exitcals! G7) and now refers
      to the multiple on the successful exiting investments
208   (Assumptions C70) which is incorrect.                                    See new model 23.02.10
      unlock the various data entry sheets so that we can cut & paste
      our assumptions into any new models issued. We have had to re-
      enter every number manually and would not want to have to do
209   this again.                                                              see A197

      Your answer to question 162 in the ITT section of Q&A ('The
      bidder either needs to submit a tender for all of Lot 4 or one
      tender for each priority sector within the lot') seems to run contrary
      to the 'Instructions to bidders' Volume 1 which states:
      Bidders for Lot 4 are required to submit either a single bid for Lot
      4 in total and/or may choose to submit for more than one element
      from this (ie any or all of Lots 4a, 4b and 4c). In either instance
      Bidders are required to submit the Contract Selection and Award
      documentation as a single submission for all or any of Lot 4, 4a,
      4b and/or Lot 4c but with the Pricing Schedule and Technical
      Ability and Experience (i.e. Section 11 Volume 2) completed            For clarity, with Lot 4, bidders can either submit a tender (including selection and award criteria) for the whole of lot 4 or can submit sperate tenders
      separately for each of Lot 4, 4a, 4b and/or 4c as relevant.            for individual elements. E.g. if a bidder would like to tender for Lots 4a and 4c. TWO separate tenders (selection and award criteria) will need to be
210                                                                          submitted. If you are bidding for a, b, and c only submit one tender for the WHOLE of lot 4.
      On some of the questions in the volume 2 submission (e.g.
      question 1.5) it asks for a box to be ticked. However, when I look
      to set the default value of the box to checked” it puts a cross in
      this box. Does this mean we can put a cross in these instances
      where it asks for a tick or shall we add by hand a tick or do we
      have to cross out all of the boxes leaving one box which is the
      chosen box. Alternatively, if there is a way of putting in a tick
211   please can you let me know how to do this.                             Please mark the relevant box in an appropriate manner - ticks or crosses will be accepted.
      please can you confirm that within the document of volume 2 and
      volume 3 we are able to write outwith the grey boxes held in the
      answer block of questions. If this is the case are you happy for us
      to delete the grey rectangular blocks in questions which require a
212   written answer.                                                        Yes, just please adhere to the word counts.
213   Please advise why a revised Pricing Model has been issued.             Please see questions - a small number of errors were found with the model
         The number of investments made in Row 14 of the Equity
         Element tab does not agree to the total in cell B14. This is due to
         a revised method of calculating the number of investments which
         seems at odds with the terminology in the Data Entry sheet. The
         old model was consistent in that average investment size gave
         accurate 1st and follow on numbers. (In the new model the
         average investment size as calculated throughout is incorrect).

         The new model also means that under varying assumptions more
         or less than the number of companies which survive may receive
         follow on funding. It is unclear whether this is meant to be a
         variable, or an unintended consequence.

         Please confirm precisely how the model works in this respect.
   214                                                                               see revised model dated 23.02.10

         There appears a flaw in the calculation of Realisations at row 132
         onwards of the Equity Element tab. The calculation appears to
         apply the exit multiple to all capital which is not written off i.e. also
         applies the multiple to the capital which just returns its cost.

         In addition, cell D60 of the assumptions tab appears to refer to an
         incorrect reference, which impacts Realisations.
   215                                                                      see revised model dated 23.02.10
       Certain calculations in the revised model (including management
   216 fees) still seem to apply for the full year.                         see revised model dated 23.02.10
       The formatting of the number of employee cells does not allow for
   217 non – full time figures and could be misleading to readers           This data will be considered alongside the answer to q5.1 of volume 3
       Please clarify whether year 2010 in the Pricing Schedule is
       intended to be treated as a full year or a six month period. The
       Fund Manager Profit & Loss schedule calculates a full year FM
       fee in 2010 suggesting that this is intended to be treated as the
       first full year of the Fund. This will impact the inputs to the Data
   218 Entry sheet for dealflow.                                            see revised model dated 23.02.10

       Is the management fee whilst the fund is investing ie the % that is
       entered into input box 12, calculated as a % of the submission
       size of the Lot or as a % of the Lot less write-offs. Eg for Lot 3 is
   219 the % management x% x £35m or x% x (£35m – write-offs)?               The management fee whilst the fund is investing should be based on the size of the Lot.
       The revised pricing schedule issued 18.02 does not appear to
       accommodate Lot 3 – Loans. With no equity related inputs, the
       sheet „Equity element‟ generates a series of #DIV/0! Outputs
       which then feed through the output sheets and hence do not
       produce meaningful results. This was not an issue on the previous
   220 version of the model.                                                 We cannot replicate this problem. Please see revised model dated 23.02.10 and email if you any problems.
       The revised pricing schedule issued 18.02 appears to apply the
       exit multiple on equity deals at cell E39 sheet „Data Entry‟ against
       the full value of the equity investment i.e the realisation
       calculations on the „Equity Element‟ sheet rows 132 – 139 link to
       „Assumptions‟ cell W28 (and in turn C70). Should this link to
       „Assumptions‟ E71 which calculates the weighted average cash
       realisation multiple for the equity book (taking into account the
       impact of failures and investments realising only original cost).
       This appeared to be the case in the previous version of the model,
       achieved via the „Exit Calcs‟ sheet which has been removed from
       the revised version of the model.
   221                                                                       see revised model dated 23.02.10
       In the revised pricing schedule issued 18.02, cell D60
       Assumptions sheet links to cell J63 Data Entry. Should this be
       changed to sell J62 Data Entry in order to pick up the relevant
   222 data entry.                                                           see revised model dated 23.02.10
   223 Can you confirm which sectors are the RES Priority Sectors?           Please follow this link for further information on sectors: http://www.nwda.co.uk/areas-of-work/business/key-sectors.aspx
       In section 4 of the IOG‟s you refer to alternative structures for Lot
       3 as if an alternative structure must be used if FSA authorisation
       is not in place. Have you been advised that the proposed LP
       structure automatically necessitates an FSA authorised fund
   224 manager?                                                              Please see answers, 18, 19 and 49. It is up to the bidders to propose suitable structures.
       Are loans made from Lot 3 affected by the investment size caps
   225 referred to in section 7.5 of the IOG‟s and elsewhere?                Loans are capped at a maximum of £250k total invetsment into SMEs

       Please could you clarify section 8.3.1 in relation to expansion
       capital in non assisted areas, are loans from Lot 3 caught in this
   226 respect, is a loan from Lot 3 regarded as expansion capital?                  No. Article 28 of GBER only relates to risk capital so loans provided under Lot 3 are not caught in this respect.
       Please can you confirm where we can see the current „relevant
   227 interest rate‟?                                                               The interest rate is stated in Appendix D p70, "Relevant Interest Rate"
       In the purpose section of Fund 2 (Venture) it refers under
       “Purpose” to the use of proof-of-concept and pre-start funding.
       However that wording is not used under “Purpose” in Fund 4
       (Priority Sector Growth).

         Does this mean that proof-of-concept and pre-start funding will not
         be applicable in Fund 4?
   228                                                                               No, proof of concept and pre-start funding is applicable to Lot 4.
         Further does this mean that proof-of-concept and pre-start
         propositions in the priority sector growth areas (bio-medical,
         energy & environment and digital content) will have to look to the
228b     Venture Fund for support?                                                   No. see answer above
         Re 3.4 - table therein - we do not understand what is required in
         this table. The first column is headed % Basic. What does this
         mean? Are the entires to be %, absolute values or ranges of
   229   absolute values?                                                            please see answer 163 - there shouldn't have been a "%" after "basic"
   230   Is there a minimum repayment profile to service EIB debt?                   No. The repayment of the EIB debt is being worked out acoss the funds at the holding fund level.
         Please confirm that the questionnaire is to be completed on the
         word application forms (titled volume 2 and 3) that are found on            Yes please you the forms provided, clearly referencing attachments where they are requested. Please also complete the pricing schedule. Refer to
   231   the NWDA website.                                                           pages 88-92 of Volume 1 for the checklist of what to send back.
         Where there is no company car or car allowance given but
         business mileage is claimed , does the business mileage estimate
   232   still get entered into input box number 20.                                 Yes
         If a member of staff is part time, for example working 3 days per
         week, do you enter 0.6 in the number of employees box and then
         the full time equivalent salary or do you enter 1 person and the
   233   pro-rata part time salary. In input box 21                                  Please put in 0.6 and the total salary per Full Time Equivalent as the total will calculate correctly and we can see the total staff costs.
         What do you do if each person has a different salary – eg 3
   234   finance staff all have a different salary?                                  Put in the average salary
NWBF Structure

Q no. Question                                              Answer
                                                            Under the LP structure the investment
      Explain how the Four private sector members of NWBF decisions are solely the responsibility of the
      Ltd are to declare and manage conflicts and how fund  fund manager and can not be influenced by
      managers/ tender applicants can access the records on any of the NWBF Board, Investment Advisory
    1 this process                                          Panel or Members.
                                                            The five members are: NWDA represented
                                                            by Steven Broomhead, Anil Ruia, Edwin
    2 Who are the members of NWBF?                          Booth, James Carr and Roy Morris

                                                           The direcctors are currently Tim Sherwood
      Who are the directors of North West Business Finance and David Read from NWDA. Private sector
    3 Limited?                                             directors are currently being appointed.
                                                           The members of the Investment advisory
      Who are the members of the Investment Advisory Board Panel of NWBF will be appointed during the
    4 of NWDA and NWBF?                                    next two months.

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