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Brought to you by BuckworthsIssue 02 | Winter 2014 | Quarterly
TheFinance IssueEDTECHThe current growth sector in startups
TRAVELAround the world in eighteen hours
LEGALA guide to legal structures
MARKETINGHow to harness social media
£5 where sold
Raising finance for your startup
SPOTLIGHT ON CROYDON startuproar.co.uk
buckworths.com
Corporate Lawyer of the Year 2014Lawyer Monthly
Corporate Law Firm of the Year UK 2014Worldwide Financial Advisor Magazine
Financial Deal Maker of the Year 2014 Finance Monthly
Corporate Lawyer of the Year UK 2015 M&A Today
Dear Reader
Christmas isn’t just a holiday to be celebrated but also a time to reflect on the past and a take hopeful leap into the future.
Autumn 2014 saw the launch of our very first issue of StartUp Roar. We received an overwhelmingly positive response and would like to extend our gratitude to all the contributors, startups, coffee manufacturers and StartUp Roar staff who were involved in the project. Without your patience and support, this wouldn’t have been possible!
I now have the pleasure of introducing you to our second (December) issue! This issue focuses on the world of funding for startups. Michael Buckworth (named corporate lawyer of the year 2014) talks about angel funding and offers top tips on how to raise a seed round in six weeks. Bryan Kemsley from McCabe Ford Williams runs us through the generous “R&D” and “Patent Box” tax reliefs whilst we are introduced to crowdfunding by Chris Hancock, CEO of Crowd2Fund.
We are also introduced to the Croydon startup scene (the topic of our March 2015 edition) and some of the key players there. Just 15 minutes from Central London, Croydon has experienced an explosion in its tech startup scene and now boasts one of the most vibrant tech scenes in London.
So grab a mince pie, mull that wine, turn on the fairy lights and delve into the second edition of StartUp Roar.
From all the team here, and at Buckworths, we wish you a Happy Christmas and prosperous 2015.
Miles AlexanderEditor
2
HELLO
“’Tis the season to be jolly, stuff one’s face and drink mulled wine.”
3
FINANCE
CONTACTS
T. 020 7952 1721
W. www.startuproar.co.uk
@RoarStartup
/startuproar
StartUp Roar
StartUp Roar is published by Buckworths Limited trading as “StartUp Roar”, 200 Aldersgate, St Paul’s, London EC1A 4HD.
All statements and opinions contained herein are those of the writers and content contributors and do not refl ect the opinions of Buckworths Limited. Any content of a legal or fi nancial nature contained in this magazine is published by way of guidance only and shall not be deemed to constitute legal, accountancy, tax or fi nancial advice. No content contained herein is intended to be, nor shall be interpreted as, a fi nancial promotion. No advertiser or subject of any articles is or shall be deemed to be making or communicating any inducement to engage in investment activity of any kind.
Buckworths specifi cally disclaims any liability for losses, damages or other expenses incurred by any person as a result of reliance on any statement in this magazine.
Copyright 2014. All rights reserved.
No part of this magazine may be reproduced, stored in a retrieval system or transmitted in any form or by any means, without the prior written consent of Buckworths.
CONTENTS
FEATURE
LEGAL
TRAVEL
EDUCATION
EdTech - 30Jan Matern discusses EdTech
Emerge Education - 34An introduction to accelerating your EdTech business
Social Networking for business - 20
Croydon - 22An introduction to the burgeoning tech scene
R&D Tax Reliefs – 16Bryan Kemsley introduces R&D and Patent Box beliefs
Crowdfunding – 10Chris Hancock from Crowd2Fund on crowdfunding
LIFESTYLE
Legal Structures - 26An introduction to structures for a full-profi t business
NYE - 38We travel around the world on our fantasy NYE trip
4
FINANCE
The reality is that there is a huge
amount of angel money fairly easily
available in the London market (along
with a few sharks). Angel investors
are attracted by the generous reliefs
available to investors in startups
which give investors up to 50% up
front income tax relief on qualifying
investments and 100% capital gains tax
relief on any gain made on a sale. Most
business models qualify for the reliefs
and the process of qualification is fairly
straight-forward. (See the article on the
Seed Enterprise Investment Scheme in
our Autumn 2014 edition).
But how to find these tasty
morsels? Entrepreneurs have
a couple of options: network
like crazy and find investors
themselves or through
their network, use an angel
group or crowdfunding
platform or hire a
connected fundraising
advisor to co-ordinate the
fundraising process.
Each approach has benefits
and disadvantages. Raising
a round using one’s own network
is time-consuming and can detract
from the day job of running the
business. However, it has long
term benefits of expanding your
network and making your network
more relevant and more involved.
In addition, investor terms (particularly
valuation) are far better when
founders have raised from within their
own network.
Angel funds may charge an arrangement
fee and valuations may be lower than
if the round was raised independently,
but on the upside, the process is often
quicker and most networks provide
help and advice in getting the round
closed quickly.
Crowdfunding requires the company
raising the funds to have an existing
network and a portion of the target
amount pledged when the campaign
goes live – the general advice is 30%
– but the platforms add considerable
value from a marketing and promotion
perspective due to their access to a
large number of potential investors
and customers.
As an entrepreneur trying to raise funds, it is easy to feel like a
penguin pup at lunchtime. The water is pretty chilly, there are lots
of other penguins diving in and grabbing lots of fish, you aren’t sure
where the sharks are lurking and your feet are extremely cold.
Raising Funding
5
“Entrepreneurs should not forget that fundraising isn’t necessarily about getting third party investment – saving money and getting “free” grants is just as valuable”
6
FINANCEFinally, hiring advisors can bring with
it a depth of experience (particularly
where the advisor is a seasoned and
successful entrepreneur) as well as the
advisor’s own personal network. That
said, entrepreneurs should always
be careful to check the suitability of
advisors – there are enough warning
stories out there about advisors
who have promised the world and
delivered nothing.
Entrepreneurs should not forget
that fundraising isn’t necessarily
about getting third party
investment – saving money
and getting “free” grants
is just as valuable. The
Technology Strategy
Board offers very
generous grants
for tech startups
doing something
i n n o v a t i v e
which can
replace or
complement
an investment
r o u n d .
S i m i l a r l y ,
there are a
number of
generous tax
reliefs available
to tech startups,
p a r t i c u l a r l y
those carrying
on Research & Development or
patenting elements of their product
or service. Entrepreneurs should
investigate the availability and suitability
of both grant funding and tax
reliefs in the context of seeking to
raise investment.
In this special finance section, we
have pulled together experts who
discuss some of the sources of finance
detailed above.
Michael Buckworth from Buckworths
sets out the basics of the TSB SMART
grants (grants of up to £250,000
for innovative tech startups to
carry out market research and
develop a prototype) whilst Chris
Hancock, founder of Crowd2Fund,
the UK’s only crowdfunding
platform offering all forms of
crowdfunding in one place,
explains what crowdfunding
is and how it can be
used by startups not
just to raise funds.
Finally, Bryan Kemsley
of McCabe Ford
Williams Chartered
Accountants explains
the basics of both
R&D and Patent Box
tax reliefs.
With the information
in this finance edition,
entrepreneurs (and
penguins) will be able
to dive into the sea of
fundraising and pluck
out juicy morsels without
getting snapped by the
sharks. Sorry, we can’t help
with the cold feet!
FINANCE
7
Technology Strategy Board
Financial help in the form of grants is available for ambitious entrepreneurs who have a fantastic, potentially life changing concept.
Smart Grant Scheme
8
Technology Strategy Board FINANCE
The Smart Grant Scheme is a
competition run by the Technology
Strategy Board (“TSB”) that allows
small and medium sized enterprises
(“SMEs”) to apply for funding
(“Smart Grants”) towards the cost
of a research and development project
in science, engineering or technology
with the ultimate goal of producing
new products, processes and services.
This often takes the form of an initial
prototype that can be showcased to
the wider community in order to test
the market.
A Smart Grant will only make up a
proportion of the total project cost.
A company will have to match Smart
Grant funding with its own resources
and/or investment. TSB requires a
company to provide evidence that it
can obtain the remainder of the funds
to complete the project.
A company awarded a Smart Grant
is required to reclaim eligible costs
from TSB after such costs have been
incurred. Claims can only be made for
costs that (i) are directly incurred as a
result of delivering the project and (ii)
have been incurred during the pre-
agreed project period.
If an application relates to a software
project, eligibility for the grant will
rely upon whether the technical
development that the project produces
is a “step” change in how technology
is used, or an “incremental” change/
increase in functionality. Funding can
be allowed for the former, but not
the latter.
The key features of Smart Grants are
as follows:
• Smart Grants are available to single
companies.
• The IP of a project undertaken
with the aid of a Smart Grant will
remain with the company.
• A company in receipt of a Smart
Grant can also apply for additional
funding from other public bodies.
• A company can simultaneously
obtain investment under SEIS
whilst claiming the grant.
• All eligible costs of the project,
however financed, will attract R&D
tax credits at the large company
rate, which can be set against
taxable profits.
For full details of how to apply,
deadlines for submitting your
application and a detailed overview of
the application process visit: https://
interact.innovateuk.org/competition-
d i sp lay-page/- /asset_pub l i sher /
RqEt2AKmEBhi/content/smart-2014-
15-round-5?p_p_auth=6l3cMtB8
9
According to a government
appointed committee, UK
businesses are facing a funding
gap of £191billion in the
coming years.
This funding gap arises in part due
to the lack of enthusiasm within the
high street banks to lend to smaller
and riskier businesses. UK banks have
faced increased regulatory demands in
recent years and have been required
to recapitalise their balance sheets.
This has resulted in a reduction in bank
lending and an increased emphasis
on the creditworthiness of businesses
borrowing money with the result that
bank funding for startups has restricted.
This funding shortfall has lead to the
rise of alternative funding options
including peer to peer funding (known
colloquially as crowdfunding).
Crowdfunding provides a unique
and attractive solution to this funding
gap. Crowdfunding mobilises private
money controlled by individuals which
would otherwise be sitting in bank
accounts earning negligible or negative
returns (once the impact of inflation
is taken into account). This pool of
private money is estimated to be as
large as £260 billion.
Crowdfunding offers investors the
opportunity to earn better returns on
their investment than traditional means
and allows investors to support UK
businesses through their investments.
Crowdfunding is
being embraced
by both institutions
and individuals as
a way to manage
financial needs
and make monies
work harder.
In particular, crowdfunding is giving
individuals more choice and control
over where to invest and is helping
break the monopoly that traditional
banking methods have over the
provision of funding.
In the UK, the Financial Conduct
Authority (FCA) has lead the way in
creating a clear regulatory regime
which supports the develop of
crowdfunding whilst at the same time
protecting investors and companies.
Coupled with this, the sector is
supported by generous
tax incentives such as
the Seed Enterprise
Investment Scheme
(SEIS) which gives
investors in qualifying
companies up to 50%
of the amount of their
investment back from
HMRC off their income tax
bills as well as a capital gains
tax free exit when they sell their
shares after three years.
These regulatory and tax advantages,
coupled with an abundance of skills
and technology companies, have made
the UK the perfect jurisdiction for
crowdfunding to grow and succeed.
How does crowdfunding differ
from traditional forms of finance?
Crowdfunding offers an alternative
way to raise funds when banks and
other investors are not interested
in investing. This is often particularly
useful for early stage businesses which
banks view as too risky whilst VCs
won’t invest because the business is
too early stage.
Crowdfunding provides a way of
harnessing the “crowd” – both
a business’ own supporters and
Crowdfunding
“Crowdfunding is generating exciting opportunities for private investors whilst simultaneously creating jobs and boosting macroeconomic growth. It is the start of the regeneration of the entire finance sector.”
Chris Hancock, CEO of Crowd2Fund
Article contributed by Chris Hancock of Crowd2Fund.
10
Crowdfunding FINANCE
Chris HancockChris is the Founder and Chief Executive Officer of Crowd2Fund. Based in London and regulated by the FCA, Crowd2Fund is the first crowdfunding platform in the UK offering every type of crowdfunding models.
crowd2fund.com
11
social network, but also that of the
wider crowdfunding community
to complete the fundraising and
facititate the growth of the profile of
the business.
Campaigns tend to be relatively short
meaning that finance can be raised
quickly (often within 6 weeks) and the
process is much more straightforward
than borrowing money from a bank.
12
FINANCE
In addition, aside from the money
itself, crowd-funded businesses get a
significant boost from the advertising
and PR that goes in parallel with the
fund raise. The business is seen by
a huge number of investors, some
of whom may not choose to invest
immediately but may join the business’
network with a view to supporting or
becoming involved later. Furthermore,
as investors have become part of
the success of the business, they are
encouraged to further market the
proposition to their friends, family and
business associates meaning that the
13
14
company gets (free) verification and
recommendation from third parties.
Aside from the obvious funding
opportunities brought by
crowdfunding, the proposition also
provides market validation for a new
concept in a way that is not provided
by more traditional bank lending. If a
campaign is a success, “the crowd”
believes in the idea which is a good
indication that the business will be
successful when launched to the
market as a whole. This differs from
the situation where a bank approves
a loan (which is probably based on
the ability of the founders to repay
the loan rather than the prospects
of the business itself) or a VC agrees
to invest (where at best a couple of
decision makers think the business
will succeed). As such, crowdfunding
provides a cheap and efficient way to
road test an idea before spending time
and money on a business that may
not succeed.
Crowdfunding often provides cheaper
quicker funding than traditional forms
of finance. With debt crowdfunding,
interest rates payable on loans are
often below those offered by banks
and the amounts borrowed are
often significantly higher. Businesses
can borrow more money on better
terms without the need to go back
to the bank multiple times to extend
borrowing facilities.
Finally, new crowdfunding models
such as Revenue Share can offer much
more flexible and tailored finance
for business when compared with
traditional bank loans.
In summary, crowdfunding combines
market validation, and PR with fund
raising in a way that is not achieved
by more traditional forms of finance.
Businesses that raise initial rounds
through crowdfunding often benefit
from a wider network and more
thorough market testing than other
self-funded or bank-funded businesses.
FINANCE
Crowdfunding covers a number of different models.
Equity crowdfunding enables companies to market to “the crowd” making a lawful financial promotion via the crowdfunding
entity’s platform to pre-selected angel investors. The platform handles the campaign and the collection of the
investment monies. When the campaign target has been met, the monies are released to the company and
shares are issued to investors.
Debt crowdfunding enables businesses to borrow money from “the crowd”. The business publishes a campaign summary on the
crowdfunding entity’s platform and investors submit the amount they are prepared to lend and the interest
rate applicable to the loan. At the end of the campaign, the business selects the best offers and enters into loan
agreements with those investors.
Rewards crowdfunding enables a business to raise finance by offering a “reward” to investors who pledge a certain amount of money.
Often, this form of funding is used by businesses to pre-sell their product.
Donation crowdfunding is where a person or cause asks for donations from investors often to facilitate a social enterprise activity of
other good cause.
Revenue share crowdfunding enables a business to borrow money whilst enjoying the flexibility of no fixed repayments. Instead the business
defines a total repayment value and repays the loan as a percentage of it’s monthly revenue.
15
R&D Tax Reliefs and Patent Box
R&DResearch and development (R&D)
by UK companies is being actively
encouraged by Government through a
range of tax incentives. The incentives
are only available to companies and
include an increased deduction for
R&D revenue spending and a payable
R&D tax credit for companies not
in profit.
The relief
The R&D revenue relief increases the
amount a company can obtain in tax
relief to more than the normal 100%
revenue deduction. This relief is 225%
In addition to raising finance through investment, loans and grants,
startups should not forget the importance of saving money wherever
possible. For companies in the tech space, there are
significant tax reliefs available which can either
reduce tax liabilities or result in a large
tax credit. All startups should carefully
consider whether they would be eligible
for any reliefs in the context of more
general fundraising activities.
In this article, Bryan Kemsley from
McCabe Ford Williams Chartered
Accountants explains the reliefs.
16
R&D Tax Reliefs and Patent Box FINANCE
for expenditure incurred by a SME on
or after 1 April 2012. Large companies
are subject to a different regime not
considered here.
Alternatively an SME may claim
a payable R&D tax credit for an
accounting period in which it has a
surrenderable loss. For expenditure
incurred on or after 1 April 2014 the
amount of payable tax credit that a
company is entitled to for an accounting
period is 14.5% of the surrenderable
loss for that period (previously 11%).
For accounting periods ending on or
after 1 April 2012 the R&D credit is
no longer restricted to the PAYE/NIC
liabilities of the company.
The following is an example of the relief
in operation.
Neuf Ltd is an SME and incurs qualifying
R&D expenditure during the year to
31 March 2015 of £100,000.
Assuming Neuf Ltd is profitable it
will be able to claim a deduction in
respect of its R&D expenditure
of £225,000. This will reduce its
corporation tax liability by £45,000
(assuming a 20% rate), giving the
company effective relief on the actual
expenditure of 45%.
If, on the other hand, Neuf Ltd is making
losses, the £225,000 attributable to
the R&D expenditure can either be
carried forward for relief against future
trading profits or converted into a
payable R&D tax credit. The rate of
conversion is currently set at 14.5%
so this would generate a payment to
the company of £32,625 (£225,000 x
14.5%) which equates to 32.63% of
the original expenditure.
Considerations
There are two main considerations to
establish whether the reliefs for R&D
are available. These are concerned
with the activity and also the conditions
relating to the expenditure incurred.
Is the activity qualifying R&D?
The first essential matter to determine
is whether HMRC would accept that
the particular activities constitute R&D.
Relief is available if a project seeks
to achieve an advance in overall
knowledge or capability in a field of
science or technology through the
resolution of scientific or technological
uncertainty and not simply an
advance in its own state of knowledge
or capability.
Furthermore it must be related to the
company’s trade either an existing
one, or one that the company intends
to start up based on the results of
the R&D.
HMRC guidance suggests when
making the claim for relief that a
company should answer the following
questions, so they can see how your
view of the definition applies to the
company’s project.
• What is the scientific or
technological advance?
• What were the scientific or
technological uncertainties
involved in the project?
• How and when were the
uncertainties actually overcome?
• Why was the knowledge being
sought not readily deducible by a
competent professional?
Does the expenditure qualify?
The second consideration is to ensure
the relevant tax conditions are met,
the most important being that (i) the
expenditure must be from a qualifying
revenue category and not be capital
expenditure, (ii) the spending must
not be incurred in carrying out
activities contracted to the company
17
by another person (however a slightly
different form of R&D tax credit
may apply – you may still be able to
claim, as a subcontractor, under the
Large Company Scheme which is not
considered further in this here) and (iii)
the expenditure must not have been
met by another person. (If the R&D
project is funded in whole or part by
‘State Aid’ such as a government grant,
none of the spending on that project
can qualify for R&D tax credits).
The R&D does not have to be
undertaken in the UK.
The Company must make a claim
for R&D relief in its Company Tax
Return. The normal time limit for
making a claim is two years after the
end of the relevant Corporation Tax
accounting period.
Patent BoxThe Patent Box provides a reduced
rate of corporation tax for companies
exploiting patented inventions or
certain other innovations protected
by particular intellectual property
(IP) rights.
How it works
The reduced rate applies to a
proportion of the profits derived
from the licensing or sale of the
patent rights or from the sale of
the patented invention or products
which incorporate the patented
invention. Profits derived from routine
manufacturing, development or
exploitation of brands and marketing
intangible assets are excluded.
The reduced rate of tax is given by
providing an additional deduction in
the corporation tax computation.
To minimise administrative costs,
Patent Box profits for many claims
can be calculated using a formulaic
approach which is intended to identify,
in most circumstances, a reasonable
figure for profit derived from the
patent. Companies can opt to
identify the profit through a more
detailed calculation (not considered in
this article).
The election allows a deduction to
be made in calculating the profits of
the trade period. The amount of the
deduction is:
(MR-IPR)
RP x
MR
where:
• RP is the relevant IP profits of the
trade of the company,
• MR is the main rate of corporation
tax, and
• IPR is the special IP rate of
corporation tax (10%).
The following is an example of the relief
in operation.
If a company has trade corporation tax
profits of £1,000, which qualify in full
for the Patent Box when the main rate
of tax is 22%, then instead of arriving
at a tax charge of £100 by multiplying
£1,000 by 10%, the calculation
proceeds as follows:
Profits of Company’s trade chargeable
to CT = £1,000
Patent Box Deduction 1,000 x (22-
10)/22 = £545
Profit Chargeable to corporation tax =
£455
Tax payable (£455 x 22%) = £100
This approach is used, rather than
directly charging the relevant profits
at 10%, to avoid complications if the
company claims losses or other reliefs
and to simplify the way the Patent Box
will be administered on corporation
tax returns.
The formula is the same for companies
charged at the main rate of corporation
tax and for companies charged at the
small profits rate, or at the main rate
with marginal relief. This means that in
some cases Patent Box profits may be
charged at a little below 10%.
Conditions
The company must be a qualifying
company and own or hold a license for
a UK or European patent. There are
two main conditions: (i) the company
must have undertaken qualifying
development by making a significant
contribution to the creation or
development of the item protected by
the patent or a product incorporating
this item; and (ii) if the company
holds a license in patent rights, the
license must give it exclusivity for
those rights. This must extend at least
country-wide.
There are a number of detailed
conditions and qualifying criteria within
the scheme.
18
FINANCE
Bryan KemsleyBryan is a partner with McCabe Ford Williams, a leading chartered accountancy practice with 6 offices across Kent and a strong presence in London, particularly in the startups scene.
McCabe Ford Williams is a modern and thriving firm offering many more services than the typical accountancy, tax and audit services clients might expect. With the skill set of a larger London based firm, they have all the necessary knowledge, experience and expertise clients will ever need, without the associated high City costs.
mfw.co.uk
19
Social networking for business
We live in an age where we
are all connected. Our phones
buzz continually with Facebook
updates, Whatsapp messages
and tweets from friends and
followers. But how much of that
information is useful, particularly
when it comes to generating
new business?
Advertising on social media isn’t a new
phenomenon. In fact, most platforms
such as Facebook and Google rely on
trend-based targeted advertising in
order to raise some of their profits. By
monitoring user activity, they are able
to streamline the advertised products
and services to which an individual is
exposed theoretically meaning that all
advertising is targeted to the particular
target audience.
Recently, Facebook announced that it
was launching a business to business
platform alongside its existing social
platform. Whilst the existing Facebook
platform has proved successful for
social marketing and consumer-facing
products and services, it has been
much less successful as a B2B marketing
tool or for marketing of professional
services. The B2B networking market
is now dominated by LinkedIn whose
platform is business focused.
Yet generating new business leads
in a cost effective and scalable way is
challenging in a B2B environment.
Traditional outsourced cold calling is
expensive and response rates to email
marketing are low. Engaging with
prospective customers on social media
networks is time consuming and results
are often difficult to measure. Online
advertising is expensive and ineffective.
The estimated return on investment
when it comes to online advertising is
thought to be less than 10%.
20
LIFESTYLE
Social networking for business
The challenge has always been to
provide a cost effective and time
efficient way to harness the power
of social media. London-based tech
business, B2B Consulting Services
have developed a business marketing
service that delivers high quality leads
quickly. They use a combination
of proven B2B lead generation
techniques and targeted social media
campaigns to deliver emailed leads
from interested prospects directly to
the customer’s inbox.
B2B Consulting Services focused on
LinkedIn to start with as it was the B2B
platform most dominant in the market
and with which businesses were most
familiar. However, they are now rolling
out their services to other platforms to
meet the needs of clients with cross-
platform presences.
Brett Davis: “The problem with relying
on social media content alone to
generate business leads is that the
process is to some extent passive –
leads have to approach the business
as a result of seeing the content.
Other methods such as mass email
marketing are inefficient because they
are so commonly used. Most users
receive so many unsolicited emails
that they will automatically junk an
unexpected email. We harness the
research and selection tools available
through platforms and their own in-
house messaging services.”
Rather than inefficiently hunting
for cold prospects, B2B Consulting
Services clients’ development team
are able to rapidly expand the sales
pipeline by engaging with a continual
stream of interested people.
This makes business marketing more
effective and cost-efficient.
Brett DavisBrett has over 19 years experience in the software industry and is co-founder of B2B Consultancy Services.
Previously, Brett was co-founder and CEO of Sazneo, a real-time group messaging service for business. He grew Sazneo into a key player within the online collaboration market before the company was acquired by Access Group in December 2012.
b2bconsultancyservices.com
21
22
FEATURE
The riots of 2011 rocketed Croydon to
international attention for all the wrong
reasons. Images of the burnt out bus in
Croydon and riot police clashing with
violent protesters traumatised the local
community and painted a picture to
the outside world of deprivation and
bitter inequality in an outer London
suburb cut off from the success and
growth of much of the rest of London.
But rather than reinforcing this sense
of chaos and allowing perception to
drive reality, the local community
with the support of the council fought
back. Entrepreneurs (who might
otherwise have been attracted to the
bright lights of Shoreditch’s Silicon
Roundabout) instead sought to create
a community of entrepreneurs in the
heart of Croydon.
The aims of this community were
broader though than simply creating
a startup hub for local entrepreneurs.
The council wanted to ensure that
the development of a technology hub
benefitted the whole community and
not just those in the tech bubble. From
the very start, there was an emphasis
of inclusivity and education.
One of the ironies of the Croydon
riots and the effect it has had in
developing a tech community in
Croydon is that the riots were to some
extent driven by technology. Multiple
reports at the time commented on the
importance of Twitter and Blackberry
Messenger in helping organisers co-
ordinate protests. Yet, it was tech
entrepreneurs who lead the drive to
create the Croydon startup hub. The
heart of Croydon’s startup is Croydon
Tech City.
Croydon Tech City is a community
of software and app developers,
creatives, investors and founders of
tech start-ups. Based in the heart of
the town centre, they offer a high
tech co-working space, meeting and
seminar rooms, a friendly bar and
most importantly a vibrant and tech-
centred community. Like its forbears
in Shoreditch, Croydon Tech City is an
organisation determined to improve
and energise the local area through a
combination of innovation, enthusiasm
and entrepreneurship.
Currently the Croydon Tech City
community is made up of more than
400 entrepreneurs as well as savvy
angel and Venture Capital investors.
Croydon Tech City hold a monthly
gathering at which local startups and
success stories (of which there are
a fair few such as Karisma Kidz who
won startup of the year 2014 as
judged by Tech City News) share
their tips and experiences and seek
feedback and support from the rest of
the community.
The local council have also been
extremely activist in supporting the
startup community and offer support
both in the form of grants and financial
support. Alongside the work of
the council, Develop Croydon is a
network of local businesses aimed at
promoting Croydon’s regeneration
and investment opportunities.
Croydon Tech HubFor most people, East Croydon is the station on the way to or from
Gatwick Airport. It probably doesn’t immediately strike one as
a centre of digital innovation. Yet, in the past few years since the
London riots of 2011, Croydon has reinvented itself as a tech hub to
rival Silicon Roundabout.
23
Spotlight on CroydonCroydon Tech CityThe centre of all things tech in Croydon, and based at Matthew’s Yard, Croydon Tech City organizes monthly meetups for tech entrepreneurs, fortnightly social drinks and other regular meet ups. Croydon Tech City offers an invaluable network for new tech entrepreneurs.
Contact:[email protected] – to attend on of their meet ups and get involved with the Croydon tech community.
www.croydontechcity.com
My OutSpace
A fun and weloming workspace for female founders (particularly those with young children) based in the heart of Croydon.
My Outspace offers excellent facilities (including a business library), an enthusiastic team and engaged entrepreneurs.
Contact:[email protected]– to meet the team and for information about offers and using My Outspace’s facilities.
www.myoutspace.co.uk
Buckworths
Publisher of Startup Roar and based just 15 minutes by train from Croydon, this City of London law fi rm is the only fi rm in the London market focusing entirely on startups.
Buckworths already advises a number of Croydon startups as well as 45% of the wider London community.
Contact: offi [email protected]– for a free call or meeting and to receive their “Introduction to Startup Law” brochure.
www.buckworths.com
One particular success story in
the Croydon startup scene, is My
OutSpace. Launched in November
2014, My Outspace is founded by
Yuliana Topalzy as a co-working space
aimed at female founders, particularly
those with children. Based above
a children’s play centre, the venue
is child-friendly and provides an
innovative facility to allow mum’s and
female entrepreneurs a relaxed yet
professional environment to work and
network.
Yuliana’s background is representative
of the Croydon startup scene.
A mum, Yuliana headed up the
entrepreneurship programme at
London South Bank University
before becoming an entrepreneur
herself. She organised training for the
entrepreneurs on the scheme from a
range of professional organisations and
provided mentoring and support.
Yuliana wanted to set up her own
business and quickly identifi ed that
networking hubs tend to be relatively
male dominated and unable to cater
for mums with young children who
tend not to be able to work normal
offi ce hours and have to either work
from home or pay for home care for
their children.
Yuliana’s vision was to provide a
work space that was fl exible so that
female founders could drop in when
convenient but also somewhere where
they could bring their children whilst
they worked. Outspace provides a
range of membership options and has
received fantastic support from local
female entrepreneurs as well as from
the council.
Yuliana was helped by London Borough
of Croydon with a low interest loan
from Croydon Council Growth Loan
Fund which helped My Outspace
secure commercial premises. The
council helps My Outspace with
marketing and making direct referrals
and has provided a huge amount of
help and guidance.
Coupled with the help from London
Borough of Croydon, My OutSpace
received help and guidance with
business planning and development of
24
FEATURE
London Borough of CroydonThe council are very pro-active in assisting the startup community. They offer commercial advice as well as fi nancial support in the form of startup loans of between £1,000 and £5,000 for businesses less than one year old and from £2,000 to £25,000 for businesses older than one year.
Contact:[email protected]– for help and advice about setting up a business in Croydon or relocating an existing business to Croydon.
www.croydon.gov.uk/business
Croydon Business VentureThe accredited Enterprise Agency for Croydon and a member of the National Enterprise Network. It helps those wanting to start their own business with both business planning and the development of basic business skills, in each case through engaging and interactive training sessions.
Contact:[email protected]– for advice and support to start developing your business skills and to attend one of their seminars.
www.cbvltd.co.uk
business skills from Croydon Business
Venture. Croydon Business Venture is
the accredited Enterprise Agency for
Croydon, a member of the National
Enterprise Network and one of a
network of about 150 around the
country.
My OutSpace’s story demonstrates
the strength of the Croydon startups
scene and the breadth of support
and experience available to
entrepreneurs based there. In
many ways, Croydon shines
as an example of how an
engaged community can build
a startup hub to the benefi t
of everyone. Our nex t Spring
edition will focus on some of the
key players in Croydon more closely.
25
Legal Structures
26
LEGAL
In this article, Michael Buckworth
from Buckworths discusses some
of the options.
Part 1: For-Profit Businesses
Businesses can be operated by
individuals as sole traders or
partnerships. However, more
commonly, businesses are operated
through incorporated entities. There
are two main reasons for operating
a business through an incorporated
entity. The first is to take advantage
of the limited liability nature of some
incorporated entities with the result
that (absent the directors committing
criminal offences or the shareholders
giving personal guarantees of the
business’s liabilities) the founders
will not be personally liable on an
insolvency of the business. The second
(which is applicable to companies but
not to limited liability partnerships) is to
have the business taxed separately to
its owners.
Private company limited by shares.
This is a company with a share capital.
Shares in the company construe an
ownership stake and are purchased
either at their nominal value or at
a premium (i.e. at nominal value
plus an additional amount). Ordinary
shares generally carry three rights:
the right to a vote at a meeting of the
shareholders, the right to receive a
dividend (a distribution of profits) and
the right to share in the capital of the
company (which is generally relevant
when the company is wound up or
its assets sold). Crucially the liability of
shareholders is limited to the amount
unpaid on their shares.
Limited Liability Partnership. This is a
special kind of partnership structure
which is recognised as a separate
legal entity from its members for the
purposes of entering into contracts
and carrying on its business and
has limited liability. Unlike a limited
company, however, an LLP is not
taxed as a separate entity but each
limited partner is taxed annually on the
profits of the LLP in accordance with
his proportional entitlement to such
profits. An LLP must be set up by two
or more people with a view to carrying
on a profit making business.
Taxation of companies and the
reliefs available
Companies have to pay corporation
tax each year. In the tax year 2014/15,
this is charged on profits (broadly
income less allowable expenses) at
20% up to an aggregate annual profit of
£300,000. Thereafter corporation tax
is charged at 21%. Once corporation
tax has been paid on any income, that
income can remain in the company
and (under current tax law) will not
be taxed again unless and until it is
paid out.
Companies with a turnover in excess
of £81,000 in tax year 2014/15
are required to register for VAT.
Companies with a turnover below that
threshold are not required to register,
but may if they wish. VAT is chargeable
at 20% on provision of VATable goods
and services and is payable to HMRC
in arrears. Companies registered for
VAT are permitted to offset VAT they
have paid (input tax) from VAT they
have charged (output tax).
Subject to meeting certain qualification
criteria, entrepreneurs’ relief is available
to founders of a company when they
sell their shares. Entrepreneurs’ relief
reduces the capital gains tax payable
on any gain arising on a sale of shares
to 10%.
Ongoing costs
Limited companies are required to file
three sets of information on an annual
The first decision for any entrepreneur is what legal structure to use. Fortunately, in the UK there are a variety of legal structures through which a business can operate.
27
28
LEGALbasis: a return to Companies House,
annual accounts (or, if the Company
is dormant, a dormant return) and a
corporation tax return.
If the company has employees, it must
deduct PAYE and account to HMRC
monthly for such deductions and its
own employer’s NIC liabilities.
When new shares are issued and/or
directors appointed or removed, filings
must be made at Companies House.
The cost of this compliance is relatively
low. So long as all filings are made on
time, the fees payable to Companies
House should not exceed £50 per year.
Accountancy fees will vary depending
on the complexity of the company’s
business but in general should be in the
region of £1,000 to £2,000. Where
the company is dormant, accountancy
fees should be nominal.
Like companies, LLPs must file annual
returns but not accounts. Each limited
partner will be required to file a
personal tax return taking into account
his
proportion of the earnings of the
LLP. The fees payable to Companies
House should be similar to those of a
company.
Choosing a legal entity
Before choosing a legal entity, you
should consider the following questions
and have a talk to your accountant:
1. Is my business selling a packagable
product, software or service or
is it a means for me (and my
fellow founders) to sell our time,
experience and knowledge?
2. Will the business need investment
in the future?
3. What is my exit strategy?
4. Is there any reason why I would
want to be taxed personally on the
profits of the business?
Limited companies are ideal structures
for businesses that want to bring on
board investment, or commercialise
a mass market product or service.
Bringing in investment is effected
(relatively) simply by issuing shares;
selling a stake in the business is
achieved by a sale of shares. In addition
there are a number of significant tax
reliefs available on the issue and sale
of shares.
Investing into an LLP is more complex
whilst selling the business of an LLP is
challenging and often less tax efficient.
Part 2: Social Enterprises
We will be discussing appropriate legal
structures for social enterprises in the
next issue.
Michael BuckworthThe founding partner of Buckworths.
Based at St. Paul’s in the City of London, Buckworths is the only firm to work entirely with startups. The firm offers unparalleled experience and expertise in advising startups on a range of issues from incorporation, seed and VC investment rounds, commercial agreements and eventual sale.
buckworths.com
29
The education industry is ripe for
disruption. There are a number of
factors which make the education
system so ideal for disruption. These
factors are discussed below.
Those startups that enable successful
disruption of the education market will
reap significant benefits.
The education system is
under unprecedented pressure
to perform
Today’s consumers demand an
education system that delivers a
higher material benefit at lower
cost. The current education system
systematically fails to deliver this.
School fails to address individual needs.
In the UK, just 38.7% of pupils eligible
for free school meals achieve five or
more grade A* to C including English
and Maths, compared to 65.3%
achieved by pupils not eligible for free
school meals. This disparity has been
addressed by government which has
created the “pupil premium”, additional
funding given to publicly funded schools
in England to raise the attainment of
disadvantaged pupils and close the gap
between them and their peers. Yet,
the cost benefit ratio of education is
worsening: the average earnings for
US students with a bachelors degree
fell 14.7% between 2000 and 2013
despite a 72% increase in cost.
Education doesn’t prepare youth for
the world of work. Young people are
three times more likely than their
parents to be unemployed. Yet only
40% of employers surveyed in a
McKinsey study agree that they can find
enough skilled entry-level workers.
EdTech: an OverviewEducation is a global $4.4trillion industry. The education system as it
exists today was designed in the 18th and 19th century to meet the
needs of a resource-constrained and quickly industrialising society.
Yesterday’s education system is no longer relevant for the needs of
today’s economy. It retains glaring and unnecessary inefficiencies
which mean it fails to make fully individualized education universally
affordable. In addition, it fails to effectively engage disengaged and
underachieving learners and connect students with industry and
prepare them for the world post-education.
30
EDUCATION
EdTech: an Overview
Jan MaternJan directs Emerge Venture Lab and is responsible for its overall vision, financial and strategic health. Jan co-founded the Lab during his final year at Oxford University, where he graduated with a 1st class degree in Philosophy, Politics and Economics. He was previously an Associate at Chelwood Capital, a social investment consultancy, where he worked with scalable social ventures seeking to access capital markets.
emerge.education
31
Technology has enormous
potential to improve system
performance
Technology offers the prospect
of significantly improving learning
outcomes and addressing operational
inefficiencies in education. Recent
developments support this view.
Whilst currently only 3% of education
takes place online, E-Learning is the
fastest growing segment of the global
education industry.
Governments and consumers
welcome digital innovation in
education: adoption of technology-
enabled approaches to education
such as massive open online courses,
blended learning, and home schooling
is increasing. The US Government’s
National Education Technology Plan
seeks to fully personalise education for
all learners.
Coupled with the above, financing in
Ed Tech has shown a clear upward
trend, with consistent growth since
2010. Funding in 2013 represented
a 212% growth in the sector since
2009. The 334 deals occurring in 2013
represented a 35% year over year
growth from 2012. Notably, 2014 saw
funding and deal activity on pace to top
2013’s previous investment highs.
Startup capital expenditure has
significantly decreased
The cost of entry for education
technology startups is dramatically
lower than a decade ago, as setup
costs have decreased, institutions
are more open to change, and new
32
EDUCATIONbusiness models promise to cure a
broken procurement cycle.
Setting up an education technology
startup now costs a fraction of what it
did even a decade ago. The required
capital expenditure to start a technology
company has decreased as access to
affordable cloud computing, open
source programmes and software
as a service has soared. Access to
high quality talent with pedagogical
expertise and engineering skills has
increased as careers in education
are becoming aspirational for elite
achievers, as demonstrated by the fact
that Teach First is the UK’s number one
graduate employer.
Educational institutions are
becoming more open to
innovation
Performance pressure from consumers
and government is forcing educational
institutions to become more open
to testing new, private sector-driven
approaches to education. A number of
factors amplify this effect.
The number one barrier to technology
adoption in education institutions,
prohibitive installation costs, is
collapsing: schools and universities are
upgrading their networks to prepare
for digital content growth. They are
upgrading network capacity to support
bring-your-own-device initiatives,
reducing required capital expenditure
for adopting new digital products.
Further, modern software enables
institutions to seamlessly automate the
integration of digital products with their
existing data management systems,
radically reducing the cost of trialling or
switching to new software.
The UK academies programme and
the US Charter Schools programme
are increasing schools’ autonomy
over spending, creating the ability
for individual schools to adopt new
digital products. In the UK, by 2015,
academies are likely to outnumber
traditional maintained schools. This
significantly lowers the barriers to
entry for new enterprises that are not
yet large enough to sell to government
directly.
We know first hand that schools are
eager to adopt new technologies.
Emerge Education has partnered with
over 140 schools, which provide our
startups with beta testers and access
to feedback on their product by end
users. They are eager to be involved
b e c a u s e
E m e r g e
p r o v i d e s
them with
insights into
EdTech and
access to the most interesting and
potentially disruptive innovations in
education.
The rising cost to the consumer of
higher education in both the UK and
the US is intensifying rivalry between
universities. Opportunities to increase
their operational efficiency and
enhance their offering to students are
driving up universities’ spending on
education technology. Universities
globally are providing content through
massive open online courses platforms
such as Coursera (US), EdX (US) and
FutureLearn (UK). As of May 2014,
more than 900 MOOCs are offered
by US universities and colleges.
Advent of new business
models that avoid a broken
procurement cycle
Traditionally, a key challenge for new
education technology enterprises has
been the length and costliness of the
procurement cycle involved in selling
directly to schools and universities.
According to New Schools Venture
Fund, the industry is shifting toward
delivering products and services
directly to consumers – i.e. learners
or educators – and selling up into
institutions once a critical mass of
their members are signed up as users.
This ‘freemium’ approach mirrors
recent shifts in the enterprise software
industry, which were led by Yammer
(acquired by Microsoft for $1.2bn
in 2012) and Salesforce (trading on
NYSE with a market cap of $37.
bn), and promises to circumvent an
otherwise broken procurement cycle
in education.
In conclusion, there are a number
of factors that are driving innovation
and change in the education sector.
Entrepreneurial startups have, and will
continue, to drive this change. EdTech
has massive potential and should be
one of the fastest growing tech sectors
over the next five years.
Technology offers the prospect of significantly improving learning outcomes and addressing operational inefficiencies in education.
33
Emerge Education was launched
in Autumn 2013 as an accelerator
for education startups. As its
third cohort prepare to join the
accelerator in January 2015,
we caught up with Jan Matern,
founder of Emerge Education, to
find out how things are going.
What is Emerge Education?
Emerge is an accelerator for education
startups. We look for startups with
some traction, generally pre-seed
investment, which are using technology
to innovate within education. Our
mission to upgrade the quality of
offerings available to the education
Accelerate your EdTech business
sector, whether the technology is
aimed at children, teachers, institutions,
parents or adult learners.
What do participants receive?
On joining the accelerator, all
participants receive some initial
seed funding from our experienced
education sector investors.
Throughout the three month
accelerator, participant companies are
given training, guidance and expertise
from our group of experienced experts
which aims to get them to a position
by the end of the accelerator where
they are fully investable.
All startups on the Emerge accelerator
receive office space in our Emerge
Hub, access to beta testers and a pool
of potential customers to trial and
potentially buy their product.
Tell us more about the mentoring
and beta testing.
We have built a specific mentor group
that target learners directly. This group
of expert mentors includes Bernhard
Niesner (CEO, Busuu), Ben Whately
(COO, Memrise) and Jan Reichelt (Co-
Founder and President, Mendeley)
each of whom is an entrepreneur
who has scaled products to millions
of learners.
34
Accelerate your EdTech businessEDUCATION
We also have a partnership with TLS
Education, the world’s largest online
teacher network, through which
we provide our teacher-focussed
startups with unprecedented access
to teachers themselves. Their honest
feedback helps our startups develop
their ideas, test their products and
develop launchable scalable products
directly in response to feedback from
the target market.
Why education?
The education sector represents a
huge opportunity for new businesses.
Education is a vast, global industry in
need of radical change. However, it is
an industry that is varied, fragmented
and notoriously difficult to navigate.
Emerge Education have gathered
together a rare ecosystem of people
who truly understand the sector
and can provide valuable insight into
tailoring products for the target market.
Startup success is often about
the network – who makes up the
Emerge Network?
Our network consists of forward
thinking teachers, 21st century
students who expect more from
their school system, founders who
have built vast edtech companies,
experienced investors who appreciate
the limitations encountered when
scaling within education and decision
makers across the entire education
value chain.
We connect startups with
funding, physical space, expertise
in the form of venture partners
and mentors and access to beta testers
and customers.
emerge.education
35
Spotlight on Buckworths Clients
Meducation
Meducation is an educational social
network for medical professionals
where members can connect with
friends, lecturers, fellow doctors
and medical experts. Through their
website, Meducation offers members
access to over 30,000 learning
resources.
“Meducation have rewritten the rules
on career-based education networks.
Coupled with innovative engaged
founders with practical medical
experience and a supportive angel
investor base, the business is perfectly
placed to become the single go-to
resource for medical professionals
Orientalmente
Initially founded in Spain, Orientalmente
has launched its business to the UK
market. The company provides online
Chinese lessons using native teachers.
“Orientalmente have identified the
need for Chinese speakers in the
commercial world of the future. A truly
international business, Orientalmente
provide Chinese language tuition to
customers in a range of countries
through their online platform.”
Buckworths have acted for a number of participants in the Emerge accelerator, here are four of them…
36
EDUCATIONDrum Roll
Drumroll make mobile and computer
games which help teach children coding
logic. Gamification is increasingly seen
as a key tool in education and this
business is leading the way in the
sector.
“Drumroll has a young founder
team who have the innovation and
inspiration to create amazing products
that can develop coding skills in the
country’s children in a way that
formalised education cannot.”
Primo
Primo have developed coding toys for
young children to help teach coding
logic in a fun and interactive way.
Launched in the UK, the business now
has customers for its beta product in
a number of countries throughout the
world. Primo was part of the Autumn
2014 cohort at Emerge Education.
“Buckworths started working with
Primo in late 2013 when they had their
first prototype and had just completed a
crowdfunded raise. Now the business
has raised seed funding, is launching its
second product and is on the cusp of
significant global expansion.”
37
Happy New Year!
If money were no object and private jets a plenty, imagine what it would be like celebrating New Years around the globe. Well here at StartUp Roar, we have dreamt up our dream party tour for the end of 2014.
38
Australia
Our party starts in the land down-under! Being the most easterly country away
from Great Britain, New Year happens first for the Ozzies! And seeing as though
English winter is tropical summer over there, you will find yourself caressing the
curves of a decadent beachfront sunlounger, basking in glorious golden rays, Pinot
in hand. Then as the night draws in, a casual stroll up to the Sydney mariner where
further bevvies are ready to be consumed ahead of the countdown and
unforgettable firework display. 5, 4, 3, 2, 1! A cheer and a dance
with those all around as hundreds of explosions light up the
sky… but the party isn’t over. A quick dash to the private
jet and we’re on our way to the Philippines, for food,
firecrackers and more food.
Happy New Year! TRAVEL
39
Dubai – United Arab Emirates
The epitome of lavish luxury and
exuberant excess, Dubai is a real
showstopper! Seeing relatives for a
late Christmas? Now is your prime
chance to find that perfect gift in
one of Dubai’s many boastful and
spectacular shopping malls, including
the worlds biggest commerce
centers, the Dubai mall! With over
1,200 shops and covering 5,400,000
sq ft, it’s impossible not to find
something for everyone, all the
while burning off the excessive food
and alcohol consumption from our
previous destination. Then, as the
countdown begins for yet another
midnight, head outside the mall
for one of the most spectacular
firework displays in the world; a
truly ostentatious display attracting
over 600,000 people. But it doesn’t
end here – quick, to the jet!
Naples – Italy
Ready to experience true New Years
spirit!? Well welcome to La Festa Di
San Silvestro in Southern Italy – a
celebration fuelled by Prosecco,
dancing and disposing of old
baggage… literally! It is tradition on
New Years to physically throw out old
unwanted belongings into the street
as a symbol of starting anew. And
who can forget the unmistakable and
sickeningly delicious Italian dishes!?
New Years is a feast for the masses
as Italian families spend weeks (even
during Christmas) preparing meals
for New Years – so better butter up
a local Familia to get a slice of the
action. Oh, and don’t forget to slip
into your red underwear – Italians
believe wearing red over New Years
will bring good! Alas we are nearing
the end of our journey, time to head
to the motherland.
Philippines
*Crackle* *bang* *crackle* – It’s
an instant hit as you set foot in the
Philipino capital of Manila. The
streets are flooded with hustle
and bustle as children and adults
alike play with street firecrackers,
making intimate and original light
displays. Pots and pans are bashed
simultaneously to bring good luck
and ward off evil spirits. But that’s
not all, for the Philipines is famed for
it’s glorious food; a fusion of meat
dishes with rich aromatic sauces and
spices. Lechon – or roasted pig – is
a delicacy over the new year period
whilst chicken and pig is avoided
as these animals are considered
scroungers; eating these animals is
symbolic for having to scrounge for
food in the new year. So enjoy your
glutinous meal, comsume some of
the cheapest alcohol in the world.
40
TRAVEL
Happy New Year!
United Kingdom (Home)
Travelling the globe in undisputable
fun. You are immersed in rich culture
and develop humility for people with
lives so removed from that of our
own. For we are lucky to live in a
society that offers some level of
equality, shelter and arguably, most
importantly, healthcare. And so what
we come to realise, celebrations
over the Christmas and New Years
period is best experienced at home,
in the comfort of our closest loved
ones, friends and family. So as the
clock strikes 12, grab the hands
of your nearest and dearest and
drunkenly leap and sway to the
familiar sounds of Auld Lang Syne
for what better way to enter the
new year than with a monstrous
hangover in the comfort of your
own bed, awoken by the smells of
mum’s best of British fry-up!
Commercial issues in setting up a UK branchA LEGAL SEMINAR BY
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“CAPTIVATING. UPLIFTING.A PERFECT CURE FOR THOSE JANUARY BLUES”
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“ATTENDENCE IS COMPULSORY…AND FREE!”
WE LOVE FREEBIES.COM
Friday 19 June 2015 from 18:30h to 21:00hAT FÁBRICA DE STARTUPS RUA RODRIGO DA FONSECA Nº11, 1250-189 LISBOA