What is a nominee company and how does a nominee structure work?
All professional sports clubs that have made an equity investment opportunity available on the Tifosy Investment Platform, and are issuing shares to investors, do so via a nominee company – Tifosy Investment Nominees Limited.
A nominee structure is used for share issuances as it greatly eases the administrative burden for both you as a shareholder and the club as an issuer. The effect of this structure is that while Tifosy holds the legal interest in the shares, the full economic interest in them are passed through to you. This arrangement is very similar to a trustee relationship, as well as to the structures used by stockbrokers and other types of intermediary platforms. Once you have made your investment you will be issued a Certificate of Investment and Declaration of Trust to evidence the shares you hold.
What this means, in practice, is that Tifosy assists with the administration of all decision-making. If a decision needs to be made by shareholders collectively, then Tifosy will provide all relevant information and an explanation and will open a poll to shareholders to vote. For example, if invited to vote in favour of a shareholder resolution, Tifosy would poll all shareholders who invested through the nominee structure.
The benefits are that investors can track their investment and engage with clubs through the Tifosy Investment Platform. Importantly, by monitoring the Club’s compliance with the terms of the Offering Document, Tifosy can help ensure that all Shareholder rights are protected.