Climate Contract Playbook Edition 3
95
[Nozomi’s clause]
The Origin Story
Child’s name
Nozomi’s clause
Full name
Net Zero Convertible Loan Note
Practica Area / Sector
Private Equity, Venture Capital, Finance, Corporate
Private and Public 55 bridging finance and investment often doesn’t explicitly align with UK government’s Net Zero Policy target. Therefore, finance is mobilised to achieve business growth and economic activity without reference to long term policy and mitigation of climate change.
Issue
Make the qualifying criteria for receiving finance conditional on setting a Net Zero target aligned with UK Net Zero Policy and reflecting those obligation in a convertible loan note instrument that incentives Net Zero performance by lowering the conversion discount. The UK government has set a target to be net zero by 2050 56 . Investors, particular those co investing with public funds, should be encouraged to incentivise management teams to set their own net zero targets in advance of legislation being enacted. ESG is becoming of increasing importance to the investment sector 57 and alignment of climate change and Net Zero to investment helps meets some of these requirements. This clause will cascade government policy into finance agreements and incentivise management teams and founders to put climate change and environmental objectives on the same platform as other business drivers. It will mobilise “green finance” and will allow investment managers to demonstrate how they are cascading ESG strategies into deal paperwork.
Solution
Context
Impact
1. HM Treasury 2. British Business Bank and other managers of public investment 3. Directors and senior managers of investee companies 4. Investment managers 5. Private equity funds and other financial sponsors 6. British Venture Capital Association 7. Law firms 8. Industry bodies
Stakeholders
The proposed clause should be used in a standard unsecured convertible loan note that is in advance or a bridge to an equity investment round.
Application
55 https://www.gov.uk/guidance/future-fund 56 http://www.legislation.gov.uk/ukpga/2008/27/part/1/crossheading/the-target-for-2050 57 https://hbr.org/2019/05/the-investor-revolution
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