FAQs and Help Centre

planD is a distressed secondaries platform that helps founders and investors when things are not going according to plan.

planD’s proprietary Exit via Diversification™ technology enables share exchanges for investors’ underperforming investment with shares in Daxia, which is a diversified Alternative Investment Fund. By doing this process through our digital platform, the investor may be able to crystalise a loss, and will hold shares in Daxia as a result of the exchange.

Please take two minutes to watch out explainer video here, which summarises our business model and how we can help you.

Yes, GetplanD Ltd (FRN 945131) is an Appointed Representative of Enterprise Investment Partners LLP (FRN 604439), a firm which is authorised and regulated by the Financial Conduct Authority.

planD has already facilitated exchanges worth several tens of millions of pound in gross initial investment value (GIIV) representing dozens of transactions. We provided an exit via diversification offer to hundreds of investors with underperforming assets, enabling the unlocking of millions of pounds in loss relief as a result. planD has also received the EISA Award in 2023 in the Best Newcomer category, having been recognised as a game changer for the UK investment market.

planD performs diligence and pricing according to a standardised process in association with each target company and the fund manager on a deal by deal basis.

There is no minimum deal size however there is a minimum fee of £100 which may prevent smaller ticket investors from transacting

We have a range of resources available on the platform you can access as well as exciting features and improvements being added very frequently. This is a non-exhaustive list of what registered users can access:

For Investors:

• Add and track your invesments
• Digital share exchange/deal process
• Network tools to invite founders
• Keep track of all your documents regarding your invesments

For Founders:

• Track your investments and company deals
• Digital Due Diligence proces
• Access to planD network
• Keep track of all your documents

We are building different technological solutions to propel commercial introductions, facilitate and automate M&A deals, enable founders to share HR and talent placements and fundraising opportunities, among many others. We have already successfully executed on some M&A and HR deals on an ad hoc basis, thereby proving our network can also be leveraged to promote such transactions. We strongly believe there will be many opportunities stemming from virtuous network effects in the near future.

For any queries, comments or concerns, please get in touch with our support team at support@pland.co who will be very happy to assist you.

At the minute, there is no liquidity in Daxia Shares but the aim is to provide alternatives to our investors in the future.

We consider ourselves at the forefront of innovation in the secondaries space and as such we would of course look at any situation where someone wants to exit; however whilst we are actively marketing the fund it is not in our roadmap to find a solution to this as there would likely be more selling pressure than buying which in turn would make it hard for us to do new deals which are done at NAV.

In time, once the fund gets to ‘sufficient’ size and diversification it is likely the fund will be closed and then it will be more easy/logical for us to look at the innovations available to us to provide liquidity that you have referred to below.

The Fund is an Alternative Investment Fund (“AIF”) for the purposes of the Alternative Investment Fund Managers Directive (2011/61/EU) (“AIFMD”). It is not an unregulated collective investment scheme within the meaning of section 235 of FSMA by virtue of it being a fund complying with the meaning of Section 21 of the Schedule to the Financial Services and Markets Act 2000 (Collective Investment Schemes) Order 2001.

planD is the investment adviser for Daxia, which is managed by Kin Capital.

Daxia is a Fund whose sole purpose is to acquire stakes in illiquid under performing companies, at a price today above which we hope to sell in the future – value investing.

The Fund’s sole purpose is to acquire stakes in predominantly underperforming (S)EIS companies in exchange for Shares in itself.

planD offers Exit via Diversification TM – a way for investors to crystallise an exit from highly illiquid underperforming investments.

For tax purposes there is no accepted definition of ‘negligible value’, but generally it applies to assets that have become worth next to nothing while someone has owned them and demonstrably have no future prospects. If you can give evidence to HMRC that shows that your assets no longer have any value since you acquired them, you may be able to make a negligible value claim. You can use this to realise a loss to reduce your Capital Gains Tax liability. Always check the official guidance defined by HMRC. Read more on: https://www.gov.uk/guidance/negligible-value-agreements

Once the deal has closed you will have all supporting documents needed to make any relevant potential claim.

This is a cashless transaction, operated on an exchange of shares basis. Your shares will be priced at today’s fair value, which will be outlined at the start of the share exchange process. Once the exchange has been finalised, you will receive the agreed value of your holding in Daxia shares. No cash will change hands.

Yes, fees do apply. Please get in touch with our support team at support@pland.co if you want to better understand the conditions.

Please take your own advice as to whether the fee may be considered a cost of disposal – the relevant legislation can be found here – ref point 38.1.C. The HMRC interpretation of the legislation is here it may be considered under “costs of advertising to find a buyer or seller”.

Once the deal has closed you will receive an Investment Confirmation letter that will detail your shareholding in Daxia. Please note that as your shares will be held via KCP Nominees, you won’t receive a share certificate directly.

Per the introducer agreement, if you exchange your shares through planD, or if you are able to sell your shares as a result of pre-emption or otherwise in connection with the services provided by planD, you will have to pay planD’s introducer fee.

If the share exchange does not take place and you remain in possession of your shares then any fees paid to planD will be reimbursed.

Once the deal has closed and the relevant paperwork has been filed both with the company and the fund (Daxia). Please note this could take 1-2 weeks once the deal has closed, however the effective close date of the deal will be recorded on the relevant paperwork.

Registering on the planD platform is easy. You can just go to this link and add your sign-up information to start your journey and join our network!

Yes, whilst the transaction is done on an exchange of shares basis, this still qualifies as a share disposal and hence qualifies as an exit.

Yes, if you hold your shares via nominee you can still participate in the share exchange. Please register your interest and make your way through the process as normal. After the application form you will be reminded to contact your nominee to request that your shares are transferred out of the nominee, into your personal name This must be done before we can close the deal, and please note that often there can be delays in the transfer that might affect your eligibility to participate in the share exchange.

When doing a share exchange with planD, we will assess the current fair value of your investment and you will get back the same value worth of Daxia Shares when completing the process. For instance, if you had an investment originally worth £10,000 that had a 90% reduction and is now worth £1,000, upon completing the deal you would exchange your shares for £1,000 of Daxia shares.

You can choose to stop the share exchange at any point until you sign the Stock Transfer Form. You can always discuss this with our team, who will be happy to assist you. Just drop as an email on support@pland.co

There is no such rule but you should be aware that there might be clawback of your original tax break.

If you are a founder of a struggling business, planD offers you the opportunity to consolidate multiple lines of stakeholders on your shareholder register into one line. In addition, planD will be a supporting and value adding investor in your business.

planD helps founders with cap table consolidation, a growing network of individuals and being a supportive and potential value add investor.

When joining our platform and having a live deal for your company, you have different options for sending this through. You can do it in our platform directly inviting investors in batches or individually and sending personalised messages to them. You may also choose to get the information about the deal from the platform and email them using your current internal communication tools. We will provide all information needed to make this contact as seamless and clear as possible.

We are constantly adding new features to our platform. Some of the features you can access are:

• Track your investments and company deals
• Digital Due Diligence process
• Network access
• Keep track of all your documents

For the current share exchange process, the founder does not need to pay any fees for planD.

Secondary transactions do not require a filing at companies house

planD is an adviser for Daxia, who will hold shares in your company. In this capacity, we aim to provide as many insights as possible to help you with our expertise when navigating challenges and are committed to helping your business succeed.

On average, it takes no longer than 20 minutes to complete all the required documents to proceed with the share exchange process. Please note that there is an FCA mandated 24 hour cooling off period during this process. As standard, we keep the offer open for 30 days to give all shareholders involved to make an informed decision and take any necessary advice.

Our Due Diligence process was designed to be easy and straightforward, once we have received the required information by the company we aim to have it finalised in approximately one week.

A share for share exchange is a ‘cashless transaction’, whereby shares in our fund are received in consideration for the exchange, as opposed to money.

Yes – planD are not tax advisers and cannot give tax advice. You should consult your accountant /tax adviser if you have any questions about the exchange process. Whilst we have taken reassuringly expensive advice from the leading EIS and accounting experts on this concept, each individual’s circumstances can be unique.

Please get in touch with the planD team here who can advise you if there will be another share exchange run in the next tax year. It is possible to run more than one exchange dependent on investor interest and company approval, so please register your interest with the team regardless as they could request multiple deal close dates if there is sufficient interest.

Per the latest guidance released by HMRC, EIS and SEIS are investment schemes introduced by the UK government to encourage investment in early-stage and small or medium-sized enterprises (SMEs). Here’s an overview of each:

1. Enterprise Investment Scheme (EIS):

• The EIS is designed to help high-net-worth individuals (HNWIs) and sophisticated investors support early-stage companies by providing them with tax incentives
• Investors who subscribe for shares in qualifying companies can benefit from income tax relief of up to 30% of the amount invested, up to a maximum of £1 million per tax year.
• Additionally, investments made through the EIS may qualify for other tax reliefs, such as capital gains tax (CGT) deferral, inheritance tax (IHT) exemption, and loss relief.
• To qualify for EIS, companies must meet certain criteria, including being unquoted, having a permanent establishment in the UK, and carrying out a qualifying trade.

2. Seed Enterprise Investment Scheme (SEIS):

• SEIS is a more targeted version of EIS, aimed at encouraging investment in even earlier-stage startups and startups with lower funding needs.
• Investors in SEIS-eligible companies can benefit from income tax relief of up to 50% of the amount invested, up to a maximum of £100,000 per tax year.
• Similar to EIS, investments made through SEIS may also qualify for other tax reliefs, such as CGT exemption on gains made from SEIS investments and loss relief.
• SEIS-eligible companies must meet strict criteria, including being less than two years old, having fewer than 25 employees, and having gross assets of £200,000 or less.

Overall, EIS and SEIS investments offer significant tax incentives to investors willing to support early-stage and SMEs, helping to stimulate economic growth and innovation in the UK. However, these investments also carry risks, and investors should carefully consider their suitability and seek professional advice before investing. Finally, the scheme also offers advantages for loss relief claims when things do not go according to plan, allowing you to claim up to 45% off your loss depending on your tax rate.

Regulations are subject to change from time to time.

Below are the key benefits from holding your Daxia investment:

Choice: The Company provides a solution to investors in highly illiquid private companies – the ability to potentially exit at today’s valuation to a willing buyer if they so choose.

Diversification: It is anticipated that the Company will be diversified across multiple stakes, in multiple companies, and in multiple sectors.

Loss Relief: The Company’s focus is in acquiring stakes in underperforming companies. As such, it is highly likely that the valuation today will be lower than that of the original acquisition. Depending on the specific circumstances, this would likely result in a loss which should be able to be claimed against income or capital gains.

Portfolio Re-balancing: Any potential loss relief which may be claimed as a result of the liquidity event highlighted above could be re-invested into stakes in new companies. This allows an investor to re-balance their portfolio by re-investing capital which would otherwise be locked in to underperforming investments.

Whilst your investment into the Daxia Fund will not be for a cash consideration, but be a share for share exchange, this is still considered by the FCA to be a high risk investment and thus you should be aware of the risks associated with high risk investments in unquoted companies. A summary of the main risks can be found here.

Secondary Transactios do not require a specific filing at companies house. Periodic filings such as Confirmation Statements may show transfers of shares, however all shares acquired are held via the fund’s nominee.

Depending on each company’s corporate governance, a secondary transfer of shares may be subject to pre-emption rights. As such, the pre-emption rights may have to be disapplied or a transfer notice may have to be submitted, which could trigger a right of first refusal offer.

Daxia is a passive investor committed to vote in line with management. As such it is highly likely that Daxia will sign a Deed of Adherence, however reserves the right to decline under extraordinary circumstances.

It is our understanding, the effective disposal date is the date of signature of the stock transfer form.