How much equity to offer to investor

A couple points:

1. If they purchase 40% of the company they own 40% of the company. Not 20% of the company. If their percentage drops from 40 to 20 then the company or you purchased it from them. When you purchased it form them there was a determined value and they need to be compensated for that!

2. If they lend you the money it is a note with terms. They don't get stock and repayment of "their investment." People get a return on a note. A return on their investment comes from the profits (dividends) and the sale of the stock (as per your buy-sell agreement)

3. If there is a mixed investment with a guaranteed distributing based on profit with part of the money coming in as stock and the remainder as a note or something like that -- well, that will have to be laid out a lot more clear than the above for my simple brain to understand it.

My understanding of what you propose rolls these things into one jumpled heap. Perhaps they are getting 40% of the company, with preferred distribution, and a buy-sell that allows the company to purchase back 50% of their shares at a predetermined value in the future?

Stockholders get paid from the profits of the company proportional to their percentage of ownership in accordance with their stock class. If they own 40% of the company, they get 40% of the profit that the board agrees to distribute to shareholders.

Either way, you are selling a portion of your company, and that is a security, and that is a regulated industry so it is highly advised to involve a lawyer to represent your interests.

Going a step further:

If you are proposing that for L150 they get 40% of the business, then you are determining that the business is currently worth L225,000. (225K + 150K = 375K of which 150K is 40%) Since based on what you said above you have no product, no customers and no revenue I would be interested in how you make the case to the investor that the company is currently worth that amount, and that their contribution is worth 40% after they invest hard cash of L150,000.

Not saying you couldn't -- I just am proposing that you should be prepared to address this point.

If my understanding is correct, from my perspective this isn't a very good deal for the investor. Great deal for the business. And overall, doesn't sound reasonable.

The real problem is convincing investors that your company is worth the value you place on it (bear in mind that you have no assets, no orders and no sales). This means it is all potential. Most investors will want a large piece of the pie for their risk - this is how they make money.

Say it takes you 5 years to recoup the money to but the 20% back from the investor - in 5 years the invest paid you 150k for 40% - 5 years later he gets 180k for half his holdings (it is unlikely if you are saving to pay him off and the rest of the costs he got much in dividends up to that point - even if he did he does not count that as part of the risk factor coverage, only expected profits from holdings). So to that investor he has 20% shares that have whatever value they have at that point, plus the ROI of 180k - i.e. if he values the shares (as he is likely to at that point when looking forward at point of investment) at purchase price he holds 75k + 180k cash = 255,000 a gross profit of 105k - or 21k per year which is 14% non compounded. The question the investor will ask is - does the risk for 14% on 150k investment out weigh the peace of mind of investing in something safer. Does 14% sound good to you? Not to me - not with such risk (no assets).

Of course you may be able to convince them that the turn around will be in 2 years or even 1 - some investors will invest simply on their belief in you. However, as a dark pitch (i.e. one say sent in the post without seeing or hearing a decent pitch) it is not a great sell.

These sort of investments are offered very often - ideas with no backing (no execution experience) - it takes a good sales man to sell it to an experienced investor. Have a great plan, be ready to explain where the 150k is going in fair detail (and don't say to pay you for your time!), reasons you believe (with evidence of research helps!) showing how/why you will recoup their money in a given time span, where you sales are coming and when (and any advanced sales if poss.) and a great pitch to sell the idea.

It is not an easy sell - and investors may want to take just too much of your company - you may want to look ant banks/remortgage instead (investors may well ask you why for a mere 150k you haven't)

Does this sound reasonable? too good? or not good enough?

I have been in business 15 years and thinking back about my business's history, your offer sounds very fair to me. Some will think not enough ROI, however point out that as the revenue grows, they'll get their 20% of the shareholder distributions, which will/should be going up with profit. Additionally, they get the investment back, continuing income through distributions, and as the company's value grows, their 20% share does as well.

IMHO, it will be more fair to people who believe in small business and "the long run". For someone wanting to get it sellable and punch out, they'll want a bigger share all around.