SHARE CAPITAL JOINT VENTURE AGREEMENT
By clicking “I AGREE,” you accept the following terms and conditions of the joint venture:
- DEFINITION OF TERMS
SOCIAL INVESTOR are individuals or organizations that provide funds through a joint venture arrangement with SEDPI GSE in support of projects or organizations that generate a measurable, beneficial social or environmental impact alongside a financial return; through a profit and loss sharing scheme.
SOCIALLY RESPONSIBLE INVESTMENTS (SRI) are Investments made to companies, organizations and funds with the intention to generate a measurable, beneficial social or environmental impact alongside a financial return. SRI is also called social investments and impact investing.
SRI Organization is an organization that entered into a joint venture with SEDPI GSE that generate a measurable, beneficial social or environmental impact alongside a financial return. These may be in the social enterprises and microfinance institutions taking legal forms such as corporations, foundations, cooperatives, rural banks, people’s organizations and microfinance NGOs.
SEDPI GROUP OF SOCIAL ENTERPRISES (SEDPI GSE) composed of mutually reinforcing social enterprises with the goal to lift Filipinos out of poverty. The organizations under the group are: SEDPI, SDFI, SSEVI, SFI, ARDCI Bank and SEDPI Pte.
SOCIAL ENTERPRISE DEVELOPMENT PARTNERSHIPS, INC. (SEDPI) is the training, research and consulting organization of SEDPI GSE.
SEDPI DEVELOPMENT FINANCE, INC. (SDFI) is the financing organization of SEDPI GSE.
SEDPI SOCIAL ENTERPRISE VENTURES, INC. (SSEVI) is the social enterprise incubator and real estate organization of SEDPI GSE.
SEDPI FOUNDATION, INC. (SFI) is the non-profit organization of SEDPI GSE.
ARDCI Bank, Inc. (ARDCI Bank) is the banking unit of SEDPI GSE of which SDFI has minority stake.
SEDPI Pte. Ltd. (SEDPI Pte.) the training and publications organization of SEDPI GSE registered and operating in Singapore.
JOINT VENTURE is an association of persons or companies entering business arrangement undertaking commercial enterprise or specific project; contributing money, property or industry to a common fund and share risks; with community of interest in the business with the intention of sharing in the profit and losses.
SHARE CAPITAL are equity positions in SRI organizations such as stocks in corporations, capital build up in associations or non-profits, and share capital in cooperatives.
This Joint Venture Agreement, hereinafter referred to as the “Agreement”, is between the social investor, referred to as First Party and SEDPI GSE, referred to as Second Party.
Each hereinafter referred to as a “Party” or a “Shareholder” and collectively referred to as the “Parties” or the “Shareholders”.
The parties intend to jointly undertake training, research and consulting services to SRI organizations (social enterprises and microfinance institutions) for the economic empowerment of marginalized sectors, low income groups and protection of the environment; introduce social enterprises and microfinance institutions to networks, organizations and individuals for potential projects and collaborations; seek and provide funding and financing opportunities for social enterprises and microfinance institutions; develop and invest in socialized housing; and acquire and hold the business interest in common in identified social enterprises,
The parties have agreed to enter into this Joint Venture Agreement for the purpose of defining and regulating their rights and duties, as among themselves, including their respective partners, if any.
- NATURE OF JOINT VENTURE
The social investor understands that the working capital joint venture has the following details:
- It is a private contractual joint venture and therefore there is no need to register with the Securities and Exchange Commission unlike corporate joint ventures
- The nature of business entered into this joint venture is conferred in the articles of incorporation one or more of the organizations under SEDPI GSE
- Tax arising from income received from the proceeds of the joint venture shall be paid in their individual capacity and not by the Parties collectively.
- Term of the joint venture corresponds to the time when all payouts are settled to all parties.
- No limit in the number of co-venturers except for foreign equity restrictions
- As co-parties, neither of the party provides guarantee to any contribution made to the joint venture, and are aware of basic risks associated with investments.
- SEDPI GSE shall represent placement of parties in SRI organizations
- For placements where corporations are not allowed to own share capital, first party agrees that SEDPI GSE assigns its officers, employees or agents as representatives of the shares .
- OBLIGATIONS OF PARTIES
The parties have entered into this joint venture agreement with ultimate objective of introducing social enterprises and microfinance institutions to networks, organizations and individuals for potential projects and collaborations to benefit marginalized sectors, low income groups and protection of the environment.
For this purpose, the parties have identified their appropriate contributions to this agreement as follows:
|SEDPI||Training, research and consulting services to microfinance institutions and social enterprises|
|SDFI||Financing and equity investments to microfinance institutions and social enterprises; and manage contributions of social investors to the joint venture that will invest in microfinance institutions, social enterprises and socialized housing|
|SSEVI||Development and management of real estate|
|SFI||Sustainability and social performance measurement of joint venture projects|
|SEDPI Pte||Publications and media production|
|Provide contribution and expertise in the development and growth of microfinance institutions, social enterprises and socialized housing projects|
- Capital Contribution AND PROJECT ASSETS
- The parties have identified specific social enterprises which shall benefit from the joint venture’s services. In order to support the growth of the social enterprises, parties have likewise identified that provision of capital contribution to these enterprises are necessary and beneficial. To this end, parties may choose to participate in extending the appropriate financing requirement to such entities.
- Each party agrees that SDFI may provide the appropriate management services to coordinate and monitor whatever contribution the party provides to the beneficiary enterprises. SDFI shall be entitled to a management fee agreed upon by the parties.
- Any returns on the contributions/financing provided by the party shall be subject to whatever agreement entered into with the beneficiary enterprises. As a general understanding, the parties are aware that returns are based on the profitability of the beneficiary enterprises, as such, distribution of dividends, returns, or interest shall be subject to the terms and conditions of any agreement with the beneficiary enterprises.
- Subscription to joint venture contribution is on a first come, first served basis. Should there be oversubscription, the amount will be placed in the First Party’s wallet and the same will be advised through email.
- One joint venture capital contribution is equivalent to PhP10,000. First party cannot have more than PhP500,000 joint venture capital contribution to a single SRI organization (e.g. microfinance institution or social enterprise) to ensure that parties’ portfolio is diversified and avoid concentration of portfolio to a few.
- Each joint venture contribution has a term of one year with annual payout should there be cash dividend declared and recorded in the First Party’s wallet account with SEDPI GSE. The joint venture is deemed renewed for another year until such time that the parties agree to terminate the agreement.
- Wallet balance does not earn anything. To earn, wallet balance must be placed as contribution to the same or another SRI organizations provided that there is space for participation.
- If joint venture contribution and/or payouts are redeemed before two years, an exit fee of 3% is charged to the account of the First Party. Exit fee of 3% will be applied even to amounts resulting to redemption arising from oversubscription.
- When the First Party reaches a cumulative joint venture contribution of at least PhP100,000, First Party is required to finish the Wealth Building 101 training of SEDPI.
- SEDPI GSE will maintain at least 20% exposure to each SRI organization it enters into joint venture with to ensure that it has enough stake in the joint venture agreement. This symbolizes SEDPI GSE’s endorsement of the SRI organization.
- First Party does not become a member of any SRI organization by participating in the joint venture.
- SRI ORGANIZATIONS
- The following are the SRI organizations under the share capital joint venture:
|SRI organization||Historical dividend rates|
|BCS – Bansalan Cooperative Socieity||7%-9% p.a.|
|USPD – United Sugar Planters of Davao del Sur||7%-9% p.a.|
|PMPC – Panabo Multipurpose Cooperative||4%-9% p.a.|
|PCCC – Pantukan Chess Club Credit Cooperative||7%-9% p.a.|
|TC – Tagum Cooperative||9%-14% p.a.|
|NSCC – Nueva Segovia Consortium of Cooperatives||9%-15% p.a.|
|NICO – Nabunturan Integrated Cooperative||7%-9% p.a.|
|PHCCI – Perpetual Help Community Cooperative||6%-9% p.a.|
|DCCCO – DCCCO Multipurpose Cooperative||6%-9% p.a.|
|KMPC – King Multipurpose Cooperative||4%-9% p.a.|
|SAMULCO – Sta. Ana Multipurpose Cooperative||6%-9% p.a.|
|Roots Collective||To be established|
- The historical dividend rates presented are past performance of the SRI organization and do not necessarily indicate future earnings.
- Dividend rate are variable and will depend on the financial performance of the SRI organization. There may be times when there are no dividend declaration, and as such, no payout will be extended to the members.
- The list will be updated at least every year or when changes are made in the fixed rates offered. Computation of payout is based on average daily balance and are non-compounding.
- TRANSFER RESTRICTIONS; RIGHT OF FIRST OFFER
Limitation on Transfers. Except as expressly permitted under this Section, no party shall, whether directly or indirectly, (i) sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of, or suffer to exist (whether by operation of law or otherwise) any encumbrance on (each, a “Transfer”) any of the right, title or interest therein or thereto without first offering it to SEDPI GSE.
- NON-DISCLOSURE AND NON-COMPETITION
During the effectivity of this Agreement, the Parties shall not disclose or communicate to any third party any information used in the operation and management of any project undertaken by the venture, except (i) to such third persons as may be specially approved by the Parties in writing as authorized to receive the same and as part of the marketing of the service of his/its business; and (ii) except as may be required by law, regulation or court order. The Parties further agree to keep this Agreement confidential, and shall not disclose or communicate to any third person any information relating thereto, except with the written consent of all the Parties in writing and except as may be required by law, regulation or court order.
- APPLICABLE LAW AND VENUE OF ACTIONS
- APPLICABLE LAW. This Agreement, including the rights, interests, and obligations of the parties hereto, shall be governed by the laws of the Republic of the Philippines.
- VENUE OF ACTIONS. Any action or proceeding by either of the parties herein against the other shall be filed in the proper courts, to the exclusion of other courts.