Copyright 2018

HanseCoin OÜ

Pikk 40-23

Tallinn, 10133

Frequently Asked Questions: General

 
 
 
 
 
 

Q: Why are we known as HanseCoin?

'Hanse' refers to the Hanseatic League which was a large medieval network of originally German merchants and cities for barrier-free international trading and financial transaction. The league came to dominate Baltic maritime trade for three centuries along the coasts of Northern Europe. Its impact on the development of trade, law, business customs and culture is visible across the region and felt through today. Its principles of protecting community, freedom of trade, property rights, reliability of contracts and mutual assurance are cornerstones of value creation. Coming out of the Baltics we believe these principles are eternal. We made them part of our foundation. In consequence, the company logo depicts the H and C intertwined like the links of a chain, suggesting the interlocking, solid nature of blockchain when used to tokenise hard assets. A Blockchain Hanseatic network for our century.

Q: I have lost massive sums holding various cryptocurrencies since leading coins such as Ethereum have fallen -88% peak-to-trough so far in 2018 and it looks as if it will fall further given the overpriced nature of Ethereum. Vitalik Buterin, the creator of Ethereum said himself that the cryptospace is way too overvalued. That said, why do I want my money tied up on your platform for 9 months? What are the advantages? How much risk am I taking?

With Hansecoin, multiple investors will be able to own a piece of the capital gain potential and yield of real estate, some land, an apartment, or an entire apartment complex. The asset provides a floor to the price and increases stability versus speculative tokens.

We are building out the world's first tokenisation platform that will be compliant with regulations. The first project Use Case when secured may deliver underlying yields of 7 to 11.4% or higher, potential capital gains, and provide bonuses and access to future project tokens at an attractive discount versus those joining after the Vesting Period. There is a revolutionary future in its application across multiple asset classes. Notably, this tokenisation approach may become a template for asset backed token projects.

          

With proof of concept at hand and construction started, the project shall be scaled up as several additional hard asset projects are in the queue and the platform can be white labelled. Our platform offers a replacement tool for the transaction-cost-inefficient closed-end fund structures or venture capital transactions while remaining small, solid, compact and in full regulatory compliance.

Reduced Risk: We are immune to the direction of cryptospace. Even if Ethereum were to go to zero, our token would still be valid and contractually binding. In light of the steep losses in Ethereum and other coins, the participant can stop the hemorrhaging by locking in their cryptocurrencies at a fixed rate in euros for the next 9 months while taking comfort in knowing the above benefits apply, ie, yields, capital gains, bonuses, future project access at a discount, etc. Further, the potential participation in prime residential real estate located a brief commute of 15 minutes from the city center in Tallinn, Estonia carries low risk given the history of otherwise equivalent, yet in terms of quality, design and attractiveness, inferior real estate projects launched in the neighbourhood which still sold out ahead of schedule. Indeed, the demographics of families in formation together with Estonia leading the EU in economic growth is a powerful combination contributing to the breakneck speeds of development in Tallinn.

Estonia has continuously the highest average GDP in the EU (if you compare the current members from 1994 to 2018) and thus is the EU’s fastest growing country. Estonia has been billed as the world’s leading digital nation given its pioneer status of its digital ID card program, the spread of free and ultra high speed WiFi across the country, being the pond from where Skype and Pipedrive sprung, and more. Today, its welcoming position on blockchain technologies, equivalent to that of Switzerland, as well as its e-Residency program is well known. e-Residency enables businesses to transact goods and services regardless of geographic location with the digital signature capacity known from the ID card program. Estonia’s regulators are sincerely collaborative, open for discussion, and evidently working with substantial commitment to create a fair system of regulation, monitoring and enforcement of the current legislation. They are comparatively solution driven so as to remain welcoming to the blockchain community. This explains why Estonia has the highest number of ICOs launched per capita and is ranked #5 worldwide.   

From the CEO of CoinMetro, Kevin Murcko: “Although I get approached quite often to advise on ICO projects I rarely bite. Most, while they may be great 'back of napkin ideas' they usually lack substance and their teams, while sometimes quite elaborate, lack the drive, hunger, and experience to take a great idea and turn it into a great business. HanseCoin is different. The company focuses on a very specific use case for tokenization, the Asset-Backed Token, and it puts it to the test.

Not only does it provide a hedge against crypto volatility but it puts that money toward the creation of a regulator-approved platform for tokenizing any hard asset.

As a member of the Supervisory Board, I helped design the tokenization structure and I believe there is a revolutionary future in its application across multiple asset classes.

As CEO of CoinMetro is it my job to ensure that we are constantly on the lookout for ways to gain market share and add value to not only our platform but the whole of the crypto ecosystem ... Essentially we are talking about an extension of the ICOexpress, call it a 'module', one of many in the works.”

Q: How are you fully compliant? Many ICOs fail to be even minimally compliant.

First, this is not a typical ICO but this structure represents the next evolutionary stage in asset financing in the cryptospace. We are one of if not the world’s first actual asset backed token (ABT) ICO backed by real estate. Together with our counsel and our partners from Coin Metro, we have stayed in lock-step with the regulators here in Estonia to ensure that regardless of future regulatory decisions made, due to the versatility of the project structure, it will remain compliant without that adversely affecting the business. Our token remains a utility token as demonstrated by PricewaterhouseCoopers (PwC) as it is neither a security, a debenture, nor a money market instrument. Still, we are prepared to issue a security token in the future should it become a suitable option and make sense to our expansion. Albeit that from our discussion with the relevant authorities it seems unlikely today Estonia may well pass legislation in this regard. Most importantly, leading companies are connected to our platform and its first project: we have Capital Mill, a leading developer and asset manager, as the real estate project manager, Uusmaa Kinnisvarabüro, the oldest and largest brokerage firm in Estonia as the residential sales agent, SWECO Projekt as the engineering company, 1Partner, a leading valuation company, as our appraiser, Telora AS as our supervisor, Studiomark as our architectural firm, and leading Estonian construction firms allowing the project to be built on time and in suitable quality for the residential clients

Q: Is VPAT fully compliant? Does VPAT obey regulation? What about the other tokens PPT and VBT?

VPAT is an island, disconnected, and not tradable. Is it non-transferrable thus not a security. VPAT is heavily vetted and all VPAT holders are registered via AML/KYC with CoinMetro. Should our Issuing Company decide to issue another token (PPT, etc), that token may become tradeable and subject to regulatory law at that point.

There is an inherent difference and segregation of the VPAT from the potential PPT or VBT tokens. At the end of 9 months, the VPATs are burned, swapped, or extended and only then are PPTs issued. VPAT holders get various bonuses and preferred issuance of PPTs.

The VPAT is a centralised virtual token which results in a receipt issued to the VPAT participants (like a voucher). It is not an Ethereum based ERC distributed token unlike the PPT which may become subject to the legal, technical and regulatory environment.

As always, we will comply with any future legal, technical, and regulatory law set forth.

Q: What are the advantages of your platform?

Our platform offers a replacement tool for a variety of transaction cost inefficient transaction structures. The unwieldy closed-end funds of yesteryear simply front load developments with heavy hand costs for management and distribution. They typically start at around 10 million euros. Friends & family and crowd funding asset capital raises are typically limited to 1.5 – to at best 2 ¼  million euros. Our platform enables a far more efficient and less costly way for anyone who wishes to tokenise a project and raise capital between 1.5 and 10 million euros for their hard asset project, including but not limited to real estate. Blockchain simplifies and facilitates transactions by removing redundant layers.

Q: Future plans to expand?

An asset backed tokenisation does not end with standard real estate. This can also be done with other associated hard assets such as factories which include identifiable, traceable and productive machinery and equipment. Indeed, the founders and their partners are themselves invested in industrial assets, farming and agritech. We believe that such capital intensive segments are ideal candidates for subsequent, larger asset backed tokenisation capital raises when the concept with its technology and documentation is proven.

Eventually, HanseCoin, subject to project success, markets and regulation, may even become an issuing house with an investment advisory license. We will also enable others to white label our product since a number of projects have expressed deep interest. Indeed, as stated in the above article, a number of notable voices in the blockchain space such as Multicoin Capital partner Kyle Samani have said, "Using blockchains, you can securitize any asset for 1/100th the cost.” According to Prof. Stephen McKeon of the University of Oregon, "We will undoubtedly see tokenized real estate securities in 2018." An analyst at Apex Token Fund went on to explain, "A new level of liquidity is created when tokenizing traditional assets. This liquidity makes it faster and easier to rebalance a portfolio as the market changes."

Q: Please explain unpaid taxes to the Estonian government as raised here: https://www.reddit.com/r/CoinMetro/comments/9lyjie/comment/e7g8ws6

First, Tiskre Residentsid paid its October land taxes. The company had EUR 3,407.31 land tax to pay which EMTA demands on Oct 1, and we had scheduled to pay them alongside TSD declaration by Oct 10. Notably, we paid it today (9 Oct) ahead of time. There is no tax debt and we would expect this to be reflected with the usual delay at sources such as ‘Inforegister’.

Second, Reval Grundwert is a family venture which arranges services to group entities including concept  and implementation design, engineering and supervision, planning, family investment. A previous accountant miscalculated and misrepresented two smaller tax filings for which she taken to account and court. The restatement and reconciliation is underway with EMTA.

Q: How do you securitize the asset? Is it asset backed at the beginning?

The VPAT token is issued and provides a receipt as noted in the info memo. Funds are employed for the project platform infrastructure/software development and to secure the use case. The owners contribute the land into the asset company at a EUR 459,810 or a 15.4% discount to appraised market value to effectively sponsor the platform development for the Use Case even ahead of the full raise and the potential PPT issuance. The externally appraised value only reflects a sale as is: no potential, no expected value increases, it is considered conservative. Initially, the Issuer provides a deposit to the Asset Company owners in lieu of the irrevocable undertaking to, in the future, enter into the contracts. The deposit in this instance covers 90% of the fixed asset price. All-in the relevant discount to fair market value is thus 23.8% which should be considered a substantial buffer. 

From the closing of the hard floor raise through the VPAT, the Issuer by securing itself with the future documentation in escrow, irrevocable undertakings locked in, and a pledge over the asset company's shares, is collateralised throughout its infrastructure development phase. Even the VPAT is an asset backed token.

Note, in the unlikely event that the tokenisation were to fail with no regulatorily compliant tokenisation at hand or the Issuer to fail in its development, the Issuer would accelerate the share pledge against the Asset Company. The asset could be sold and even a fire sale should suffice to cover the Issuer's relevant risk exposure, a restructuring, rescission, or new development in light of the aformentioned large discount.

In case of questions please do not hesitate to ask.

Q: How long do actual building developments take?

In a simplified form and besides weather conditions etc., individual buildings and their build out time depend on the building types of which there are 2 in sector 1 (one apartment, one row house), another one in sector 2 (simpler row houses) and again two types in sector 3 (apartment buildings) plus a kindergarten on the plot between 2 and 3.  Some of them such as in sector 1 individually take between 6 and 7 months to build core and shell, and subject to the client package requirements (three pre-defined), the interior furnishing and fittings takes between 1 and 1.5 months. The row houses in sector 2 can be erected within 5-6 months, then interiors and the furnishing as above plus landscaping (seasonal). The affordable housing in sector 3 could be built in the same time frame for the simpler apartment buildings and about 11 months for a grouping of three which are best erected as an ensemble. 

A time schedule has been defined by the accredited, experienced external project management firm with owners, engineers, architects, interior architects and reputable construction companies which shows the targeted build out rhythm with overlapping and parallel build-outs. You can find this information in the project model section p.30 onwards. If you have specific questions do not hesitate to contact us and we shall be glad to go through this in applicable detail with you.

If you look at the plots and the drone videos listed for the asset company you can see that infrastructure (road, electricity, gas, water, sewage and street lighting) has been built out already alongside sector 3 and 2. Key information and extensive descriptions are also at hand in the info memo.

Q: Are all incoming ETH converted to EUR immediately?

Yes, though subject to market conditions. For example, the time it took to get sufficient confirmations was considerably longer in December 2017 when the crypto market was spiking. Until our minimum target of 2.281671m EUR is received, the deposit required to secure the projects initial use case, all incoming ETH is converted to EUR. Once this amount is surpassed, Hansecoin reserves the right to hold qualities of ETH as it sees fit based in its internal risk management policies.

Q: What happens if the soft cap for your asset raise is not met?

I presume you are referring to the hard floor of EUR 3.275 M as a fall-back rather than the soft or target cap. Were that hard floor fail to be reached, the software and platform infrastructure development would have to be carried on by HanseCoin preferably with its community in parallel to progressing with the road map, however, after an extension window of e.g. another 10, 15 or even 30 days were to run out before reaching the hard floor, and if no restructuring of the agreements with the asset owners could be agreed upon (deposit levels, timing), the development would have to carry on without securing the use case. The latter would remain an obligation of the owners to develop without HanseCoin. In turn, in such an unlikely event, HanseCoin would have to secure another Use Case for which it has two more assets at hand in the same attractive area, one in a comparable development stage and one at an earlier stage. Both would allow for collateralisation and lower deposit levels so that a replacement would be a suitable option. As stated in the info memo if less (as in not enough to entertain any of the other options) is raised until a future PPT issuance on the basis of the Hansecoin platform, the VPAT may have to be rescinded.  

Notably, the aforementioned time frame and cascade of options should, from our perspective, allow HanseCoin sufficient capacity to attain sufficient commitment from VPAT partners and progress with the Asset Company on mutually agreeable terms.

What if you can't get approved to go on with the development, or when the approval is getting delayed an unreasonable (>1y?) amount of time?

The risk of development of the tokenisation to become regulatorily compliant is mitigated as follows: HanseCoin will file alongside its efforts to create the PPTs its application to attain an investment firm license in Estonia allowing it to act as fund manager. This puts it on the safe side if considerations of certain tokens as securities were to become effective. The board and supervisory board of HanseCoin assisted by counsel and auditors will take all necessary steps and employ their professional experience to meet the requirements and become licensed in the defined regulatory process. As indicated in the roadmap, CoinMetro as an exchange requires substantially more comprehensive licensing for a variety of their additional services to be rendered in the future and is seeking theirs with a view to having them in place by end of Q2 2019. 

 

If the technical development of the tokenisation were to be delayed beyond the date of regulatory compliance, HanseCoin with the VPAT has the option to seek an extension to complete whatever technical matters would have to resolved, albeit that the economic interest at hand should mitigate that. HanseCoin is keen to issue, list, and expand their tokenisation platform approach to a wide audience of potential participants and process a variety of underlying hard assets, as only then it is successful. The interest of HanseCoin's founders and team are aligned with the VPAT holders. We will push the development with determination and daily grind. As such we believe that a delay as you indicated beyond a month or even three months over the Vesting Period whilst technically possible is highly unlikely.

Q: What can HanseCoin offer me that I already do not have access to? I can already directly invest in property or buy equity in residental property via crowdfunding websites etc. What I cannot do as a UK citizen is easily invest in overseas property, does HanseCoin fix that problem? In addition will HanseCoin give people in emerging markets easy access to say, European and American property? What kind of restrictions might I face if , as a uk citizen, I wanted to buy a abt for a us property?

You can own a piece of real estate in any jurisdiction via our platform, ie, fractional ownership. As we onboard new projects, some will be European. The US comes with certain restrictions that may make onboarding US based projects an issue. At this time, the projects of interest are non-US. We will be sure we are compliant with any projects we approve.

Re crowd funding, on our Transparency page read:

Let’s talk about The Gap.

Q: Can I own Hansecoin if I am a US resident?

As referred to in the disclaimers of the info memo and the webpage, HanseCoin with its ongoing private sale and the upcoming public sale in principle is currently not offered to participants who are U.S. residents as regulation so implies and we are not offering securities at this time. Without providing legal advice, a private pre-sale may e.g. allow up to 35 non-accredited investors to participate under certain limitations and exemptions under rule 506 (b), however it may have little bearing on us as the private (pre-)sale of Hansecoin VPAT's would likely be considered a form of general solicitation in the U.S. Thus, in consideration of rule 506 (c) only accredited investors, i.e. those who can verify that they are, may have a path to participate in the private (pre-) sale. May we suggest to consider this with counsel and message us directly so that we can review the matter, in case you are an interested accredited investor. We obviously value your interest and shall be glad to continue the dialogue. It is not unlikely with upcoming regulation in Estonia and the EU as well as HanseCoin progressing to become a regulated investment firm in the near future that future issues including a potential mastercoin could be offered also in the U.S. We certainly would be glad if market rules were to allow truly global coverage.

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