Earlier this year, we announced Notes – the upcoming form for investing in loans on Mintos in a regulated environment. Here, we want to update the previously shared information.
Key takeaways
- Loans on Mintos will be classified as regulated financial instruments called Notes
- By investing in Notes, investors will gain diversification across 6-20 underlying loans
- Each Set of Notes will have its own International Securities Identification Number
- There will be no changes to how accrued interest is calculated
- Investments in Notes will be governed by prospectuses and final terms
- User experience on Mintos will largely remain the same as it is now
Introducing Notes
Notes are financial instruments that allow investors to invest in loans in a regulated environment. They offer attractive risk-adjusted returns, better diversification, as well as increased investor protection.
On Mintos, one Set of Notes will correspond to 6-20 loans. The underlying loans have similar properties – they were issued by the same lending company in the same country, and they share the same loan type, interest rate, term range, and amount range. Investors will be able to see details of each loan and its repayment schedule.
Notes are financial instruments emitted by a special purpose entity within the Mintos group that acts as the issuer. There are 2 ways how Notes will be created based on loans:
- In the direct structure, the issuer acquires the title in loan receivables from the lending company that extended these loans to the borrowers.
- In the indirect structure, the loans underlying the Set of Notes are issued to the lending company by a special purpose entity within Mintos group. These loans are collateralized with loans the lending company issued to its borrowers. The indirect structure is applied when there are reasons why the issuer can’t acquire the loans against the borrowers.
Additionally, each Set of Notes will have its own individual International Securities Identification Number (ISIN), provided by a securities depositary. ISIN identifiers support the accurate and efficient clearance and settlement of securities, as well as processing associated with payments made during the life cycle of an issue.
The minimum investment is €50 per Set of Notes. Each investment provides exposure to all underlying loans in the Set proportional to the loan amount.
Repayments and accrued interest
Investors earn returns from the cash flows of the loans underlying the Notes. When borrowers make repayments on any of the loans, the lending company makes a payment to the issuer, who in turn makes a payment to each noteholder on Mintos.
Interest on Notes will accrue the same way as it does on claims today. Previously, we informed investors that the mechanism will change to a more bond-like structure, however, we’ve found a way to keep the experience for investors the same as before.
More secure investments
Currently, whenever an investor invests in loans on Mintos, a custom loan assignment agreement is made between the investor and the lending company. Investments via assignment agreements do not fall under regulatory oversight.
Notes, on the other hand, are regulated financial instruments. Once Notes are released, investors on Mintos will be protected by the MiFID II investor protection framework, Prospectus Regulation, Packaged retail investment and insurance products (PRIIPs), and Investor Protection Law.
In addition, investors on Mintos will be protected by a national investor compensation scheme established according to the requirements of EU Directive 97/9/EC. If Mintos fails to provide investment services, retail investors are entitled to a compensation of 90% of the irrevocable loss resulting from the non-provision, up to a limit of €20 000.
The investor compensation scheme does not compensate investors for losses resulting from:
- Changes in the price of an investment
- The default of a borrower, lending company, or issuer
- The lack of a market for the purchase or sale of an investment
The new protection frameworks on Mintos only apply to Notes and do not apply to the current type of investments in claim rights, as those are not financial instruments.
Notes can only be bought by registered investors on Mintos, and can only be sold to other investors on the Mintos Secondary Market. They are not traded on any other market, exchange, or trading venue. Notes are non-volatile instruments, so their value does not tend to rise or fall sharply. However, there’s a risk that an investor might not be able to find a buyer for investment and will have to hold it until maturity.
Prospectuses provide details on each investment
As a part of the new investment setup on Mintos, investors will have access to in-depth prospectuses covering information about the potential investments in Notes.
Each prospectus will cover a specific lending company’s loans in a specific country. For example, Eleving Moldova will have one prospectus, Eleving Latvia will have a different prospectus. There won’t be major changes to the investor experience when it comes to the amount of documentation. Currently, each loan on Mintos has its own Loan ID. For Notes, the ISIN code will take the place of the Loan ID. Similar to now, investors will be able to generate account statements, portfolio summaries and other post-trading documents within their profile.
Before the Notes can be offered to investors, the prospectuses will be registered with the Financial and Capital Market Commission (FCMC). FCMC will assess whether the prospectus meets standards of completeness, comprehensibility, and consistency before approving it. Prospectuses will be available to investors on the Mintos website. Also, they will be renewed every year to keep the information up to date.
Final terms will be prepared for each one Set of Notes and will contain standardized information – maturity date, currency, amount, and other information that will cover all the details investors are familiar with from assignment agreements, and more. Additionally, there will be PRIIPs KID (key information document) published on Mintos Platform for the investors with respect to all Notes.
Transitioning to Notes
Notes will be gradually introduced on a lending company basis. Mintos will cease selling assignments for each lending company and start selling Notes. From this moment, the existing investments in loans via assignment agreements will gradually amortize. All existing assignment agreements will stay in force, and principal and interest will be repaid in accordance with the existing contractual terms.
For example, if an investor has invested in a loan a month before we introduce Notes, the investor will be able to keep the respective loan in his portfolio until it is fully amortized.
We anticipate this transition period to be no longer than 6 months and we’re eager to finalize the transition even sooner.
Stay tuned for the first Notes
We plan to release the first Notes on Mintos this month. We will then launch a dedicated page and FAQ about Notes. Feel free to join the open a discussion on the Mintos community if you have any specific questions about Notes you’d like us to address before the launch.
