The main parameters of investments reflected in the legal documents of a fund, unless otherwise established for certain categories of funds, are determined as follows:
- the portfolio structure by branches and stages of venture funds with participation of the capital of RVC JSC is in line with the Development Strategy of RVC;
- the minimum size of the cumulative investment obligations of all investors of the fund is 1 billion roubles;
- making contributions to a fund as part of paying their investment obligations in separate tranches in accordance with the decisions of the management bodies of a fund;
- the time limits of the venture fund does not exceed 10 years, including the investment period is not more than 5 years; legal documents may provide for the possibility of extending the life of the fund or its investment period by decision of the management bodies of the fund;
- the investment declaration of a fund should determine the investment focus, the permissible sectors of investment and the priority stages of development of investments projects, at least the share of RVC JSC is invested in projects corresponding to basic;
- the documents of funds provide for the right of RVC JSC to appoint representatives to investment committees of funds.
Fundamentals of Investments by Funds in Russian and Foreign Companies
Funds created with the participation of the capital of RVC JSC are required to make investments in the amount of at least the share of RVC JSC in such a fund in a company that meets the following criteria:
2 (two) last years the company is: (1) a Russian legal entity or (2) a foreign legal entity with one or more ultimate beneficiaries who are citizens of the Russian Federation and / or a state with a stake in the company of at least 50% (fifty) percent. In this case, the company for the specified period meets one or more of the following criteria:
- a. at least 50% of the expenses of the company and its subsidiaries are carried out in the territory of the Russian Federation;
- b. At least 50% of the employees of the company and its subsidiaries carry out their labour functions in the territory of the Russian Federation.
At the same time, if the company complies with Criterion 1 in order to preserve the rights to the results of intellectual activity (hereinafter referred to as RID) in the territory of the Russian Federation, in case of an offer to repurchase the fund directly or indirectly from the fund by a foreign investor (including in the acquisition of 100% of the company's capital), the management company of the fund has the right to accept it in case of compliance with subparagraphs (a) and (b) or subparagraphs (a) and (c) and (d):
- (a) within a reasonably short time from the receipt of a written confirmation of interest (written consent, including confidentiality agreement) from a foreign investor, the management company initiated the start of negotiations on the sale of the company (stake in the company) no less than five (5) by Russian companies that are strategically important in the industries in which the company operates (hereinafter referred to as the "Russian investor"), which is the subject of negotiations; and
- (b) Russian investors refused to execute the transaction on the terms proposed by the foreign investor (or the response to the offer was not received from Russian investors during the decision period specified in the foreign investor's proposal);
- (c) in the event that an interest is received from Russian investors in the transaction under terms not inferior to those offered by the foreign investor, the management company has acquainted other shareholders with such replies and has made reasonable efforts to discuss the replies received with other shareholders of the company, and
- (d) in the event that Russian investors are invited to buy a company (a stake in a company) for consideration by a company's management bodies, the management company supported (or maintained the nominated by the representative) Russian investors' offers and voted (or secured a vote by its appointed representative) in their favour (in the framework of applicable legislative or contractual restrictions), while other members of the management bodies voted against these proposals.
A company, in legal binding documents on the transaction with which, related to the provision of funding by the fund, provide for:
- a. obligations for spending an amount of at least 70% of monetary funds invested by the fund in such a company in the territory of the Russian Federation, including development aimed at the emergence of exclusive rights to the results of intellectual activity and the creation of jobs in the Russian Federation;
- b. provisions that the company and (or) its subsidiaries own (will own) exclusive rights to the results of intellectual activity (intellectual property) necessary for the implementation of the company's activities.
With the participation of the fund in the creation of a new company or if the existence of a company is less than two (2) years, Criterion 2 is applied to it.