1.01 What is working capital?
For any business, the working capital requirement is the minimum amount of finance that the organisation needs to cover the usual costs and expenses necessary to operate. Working capital is a basic business concept that should be understood by any business person. In some instances, working capital may extend to include research and development cost and other expenses where additional finance is required for commercial and/or strategic advantage
1.02 What is short-term commercial finance?
Short-term commercial finance is a short term loan that is used to increase the amount of actual cash an organisation has and requires, to meet its Capital Requirements. This cash is working capital that can then be used to negotiate better deals with suppliers, pay staff and other overheads and to improve the overall health and growth prospects of the business
1.03 What is Invoice Discounting/Factoring [IDF]?
Invoice Discounting/Factoring [IDF] is a form of short-term commercial finance. The IDF provider uses your invoices as an asset and secures the money they advance/loan to you against these invoices. Typically, IDF providers require that you sell your entire debtors ledger (also called the ‘book debts’) and also personally guaranteed against any bad debts. IDF contracts are unwieldy and, once signed, are difficult to unwind and cancel. Additionally and depending on the IDF provider, the fees, surcharges and interest payments can make IDF an expensive form of finance. IDF is a long term commitment
1.04 Why is Convertibill® different?
Because the Convertibill® intelligent finance model is a purchasing model as opposed to a lending model. The business owner that originates or receives invoices is called an Originator. The Originator sells their invoices/ETR to Credebt Exchange® and once the Purchase Price is paid to the Originator, Credebt Exchange® owns the ETR. The Originator is using its own assets to generate cash and is selling them to Credebt Exchange®.
Credebt Exchange® rarely uses onerous loan finance terms, liens or guarantees (even personal guarantees). When successfully implemented, the Originator can become less reliant on banks or finance providers, is more self-sufficient and has a greater influence and control of its destiny
1.05 Is it really Low Cost Capital?
Convertibill® enables service and goods providers to offer their invoices as Exchange Traded Receivables [ETR] for sale on the Exchange. The Convertibill® model makes ETR attractive to the hundreds of Credebt Exchange® Investors. The Credebt Exchange® objective is to achieve rates that are comparable to, and preferably less than, other commercial finance alternatives or bank lending rates
1.06 Who uses Convertibill®?
All types of companies use Convertibill®. Typically these micro-medium sized organisations are Originators on the Exchange and sell their ETR to Credebt Exchange®
1.07 Why you should use Convertibill®?
Because the Credebt Exchange® model is specifically designed to deliver intelligent finance to micro-medium sized organisations without the need for complicated ‘lock in’ contracts, liens or personal guarantees
1.08 When should I use Convertibill®?
Organisations should only use the Exchange when they need to raise additional working capital to improve their liquidity and/or to help grow their business
1.09 How can I get access to Credebt Exchange®?
Simply, complete the online application form
1.10 How do I become a Member of the Exchange?
Once your application form is approved (the approval process is not guaranteed. Member organisations are vetted thoroughly, to ensure they are credible, viable and trustworthy), you are then an official Member of the Exchange and can begin trading
1.11 Can anyone use Convertibill®?
Any reputable organisation can trade, once they complete the application form and are approved by Credebt Exchange®
1.12 How are funds allocated?
Credebt Exchange® is a fast moving, liquid market and funds are allocated on a ‘first come, first served’ basis. Funds allocated to unconfirmed Revolving ETR Purchase Agreement [RPA] Offers are re-allocated to other Originators (and may not be re-issued for some time). Therefore, it is important that if you receive an RPA Offer, and the terms of the offer are acceptable to you, that you confirm your acceptance without delay. To avoid any Over Allocation surcharge, it is important that the funds allocated to you are substantially utilised (i.e. at least 75% used) within 30-days from the date of confirmation
1.13 What are the Credebt Exchange® charges?
All charges are clearly displayed on the RPA Offer issued to every Originator and the Originator must confirm and consent to these charges prior to trading. Once your account on the Exchange is activated, read the Important Notices to see the Exchange Fees & Charges applied to your account
1.14 What is the Digital Certificate Fee?
To protect all Members’ information and keep it confidential access to the Credebt Exchange® system requires the strong security of a Digi-Access™ Digital Certificate that is provided to each Member
1.15 What is the Posting Fee?
The Posting Fee is a discretionary charge of EUR 2.00 – 10.00 that may be applied to every ETR that is posted to the Trade Floor, regardless of its Face Value. If it is to be applied, it will be clearly indicated on the RPA Offer. An independent third-party monitors and reconciles all Bank transactions to ensure Posting Fees are correctly applied and to protect the interests of all Members of the Exchange
1.16 What is the Trade Commission?
Regardless of its Face Value, every Traded ETR is subject to a Trade Commission of EUR 2.50. All Trade Commissions are automatically deducted prior to payment. Similarly and regardless of the value of the Reserve, every settled ETR is subject to the same Trade Commission. To ensure Trade Commissions are correctly applied and to protect the interests of all Members of the Exchange, an independent third-party monitors and reconciles all bank transactions
1.17 What is the Processing Commission?
All Originator Purchase and Reserve payments, regardless of the value of the payment, are subject to a Processing Commission of EUR 15.00 that is automatically deducted prior to transfer. To ensure Processing Commissions are correctly applied and to protect the interests of all Members of the Exchange, an independent third-party monitors and reconciles all bank transactions
1.18 Are Collection Charges optional?
Yes. You only pay the Credebt Exchange® Collection Service charges if you want the Exchange to collect the proceeds from a Traded ETR on your behalf. The Credebt Exchange® Collection Service charge is EUR 50.00 per ETR
1.19 How secure & safe is my information?
All Members of the Exchange must use Digi-Access™ two factor authentication to login to the trading system. This level of security is used by banks, governments, tax authorities and other online systems where high security, authentication and identification are required
1.20 Can other Members see my information?
No. The identity of your organisation is protected and only specifically authorised Credebt Exchange® employees can see your identity. All other users only see your Membership ID, NACE category, NACE description and, in some instances, will see a Credit Limit and Risk Value as provided by third-party rating agencies (e.g. Dun & Bradstreet, Creditsafe, etc)
1.21 Can my customers see my information?
No. The identity of your organisation is protected so that all other users only see your Membership ID. In the unlikely event that your customer is also a Member of the Exchange, they cannot know your identity because they can only see your Membership ID
2.01 What is an Invoice?
An invoice is evidence of a Contract (point 2.02 below) with an obligation on the recipient (the debtor) to pay
2.02 What is a Contract?
Means, in relation to any ETR (point 2.03 below), as applicable, any and all contracts, understandings, instruments, agreements, invoices, refunds, notes, purchase orders, accounts receivable, payment obligations, Letter of Credit, promissory note, payment by installments, lease payment obligations or other writings (including an agreement evidenced by a purchase order or similar document) pursuant to or under which a Person becomes or is obligated to make payment in respect of such ETR
2.03 What is an Exchange Traded Receivable [ETR]?
Credebt Exchange® enables fixed value Exchange Traded Receivables [ETR], that are Loans or Bills issued under Contract for goods and services, to be offered for sale on the Exchange. ETR are typically evidenced by an invoice, an order or other document that specifies the Face Value of the ETR. There are three ETR types: c-ETR – creditor ETR from a supplier to the Originator that is payable by the Originator; d-ETR – debtor ETR that is payable by a customer of the Originator; o-ETR – order ETR that is a contract from a debtor that, once fulfilled, becomes a d-ETR
2.04 What is an Originator?
Any organisation seeking to sell its ETR on the Exchange, will first submit an enquiry for consideration to be an approved Originator on Credebt Exchange®
2.05 What is an ETR ‘Face Value’?
The ‘Face Value’ of an ETR is the total value of the ETR including all taxes, VAT, delivery charges, etc. It is the total amount that must be paid for the ETR to be regarded as Settled or ‘paid in full’
2.06 What is a Revolving Sale Agreement [RSA]?
A Revolving Sale Agreement [RSA] trade is where the Originator agrees to sell invoices/ETR on a recurring/revolving basis over a fixed period of time (e.g. 1-Year). As this RSA is a selling transaction, Credebt Exchange® issues a Revolving Purchase Agreement [RPA] offer as a buying transaction that matches the RSA. If the working capital Requirement of a business is EUR 0.5m and the average time it takes for debtors to pay their invoices is 90-days, then the Originator will agree an RSA with Credebt Exchange® for EUR 2.0m per annum (i.e. EUR 0.5m x 4 = EUR 2.0m)
2.07 How does RSA trading work?
RSA trading is the most common form of trading on the Exchange and occurs on a discounted basis. There are the four simple steps required to access your required Convertibill® intelligent finance:
How to become an Originator on the Exchange
- Contact Us
- RPA Offer
From the information you provide in your initial application, we will issue a Provisional Revolving ETR Purchase Agreement [RPA] Offer. This is a single offer document that will specify the total finance available to you. Once you confirm your acceptance, you are invited to register
- Complete Application
After user registration, you enter your organisation details, followed by the debtor details and creditor details provided in your original application. Depending on how you wish to operate your account, you can enter all your debtors/creditors or just a handful to start with, so that you can learn how the Credebt Exchange® trading system works
- RPA Confirmation
The Provisional RPA Offer becomes a Formal RPA as soon as your first debtor/creditor is approved
2.08 What is a ‘Traded ETR’?
A ‘Traded ETR’ is any ETR that has been sold on Credebt Exchange®
2.09 What is the ‘Discount’/d-ETR Sell Rate?
In the case of an Outright ETR, the Discount or d-ETR Sell Rate is a fixed value amount. In the case of RSA Trades of either Performance ETR or Managed ETR, the d-ETR Sell Rate is a Discount Percentage monthly charge that is deducted from the Face Value of the ETR for each month that it is outstanding. This Discount Percentage monthly charge applies to both d-ETR and c-ETR. An independent third-party monitors and reconciles all Bank transactions to ensure all Discounts are correctly applied and to protect the interests of all Members of the Exchange
2.10 How is the Discount Percentage Calculated?
With exception of Outright ETR trades, the Discount Percentage is calculated on a daily basis using the Trans-European Automated Real-time Gross Settlement Express Transfer 2 [TARGET2] system from the European System of Central Banks using the Euroclear method of 1/360 to define 1 day, or part thereof
2.11 Is the Expected Date important?
Yes. It is very important for two reasons that affect:
If an ETR is not Settled (i.e. paid in full by the debtor) within 15 calendar days of the Expected Date, Credebt Exchange® will initiate its Collections Policy. The Collections Policy stipulates that if the ETR is not Settled within 15 days of the Expected Date, the Credebt Exchange® Collections Team may initiate direct contact with the debtor to ensure prompt payment. If the payment is not received within 30 Days of the Expected Date, Credebt Exchange® regards the payment as distressed and passes the ETR for collection by a third-party, debt collections agency. Under the terms of the Master Agreement, Credebt Exchange® will use all necessary practices, including legal remedy, to ensure collection. To avoid any damage to the Originator’s reputation, it is advised that all ETR are collected on, or close to, the Expected Date
- Cost of Funds
The Expected Date affects Reserve payments and Originators are encouraged not to over estimate the Expected Date because this increases the Discount. In the case of Outright ETR trades, payment of the Reserve only occurs if the ETR is Settled on, or before, the Expected Date. Over estimating is ‘bad practice’ and should be avoided to ensure the best value, low cost capital
2.12 What is the Issue Date of an ETR?
When an invoice/ETR is issued it has a date on it, this is the Issue Date. The issue date is very important because all calculations are based using this date and the Expected Date. For example, if an invoice dated 2016-01-01 is traded on 2016-02-01 and is not settled until 2016-03-31 then it will be outstanding 90 days (i.e. not 59 days)
2.13 What is a ‘Reserve’?
The Reserve is a sum of money, related to the Face Value of the ETR, that is held by Credebt Exchange® to ensure the Originator/Agent gets the ETR Settled (i.e. paid in full) efficiently.
2.14 How is the Reserve calculated?
With exception of Outright ETR trades (because the Sell Rate is fixed, regardless of when it is Settled), the Reserve is a percentage that is calculated on a daily basis using the Trans-European Automated Real-time Gross Settlement Express Transfer 2 [TARGET2] system from the European System of Central Banks using the Euroclear method of 1/360 to define 1 day, or part thereof. The number of days is calculated by subtracting the Issue Date from the Expected Date
2.15 What is an ‘Offer’ or a ‘Bid’?
In an Outright ETR, the Offer is the fixed value amount that the Originator/Agent offers an ETR for sale on the Exchange. In RSA trades of either Performance ETR, or Managed ETR, an Offer is the fixed monthly percentage Discount of the Face Value of an ETR that the Originator/Agent offers for sale on the Exchange. The Investor makes a Bid against the Offer and if the Bid equals the Offer, the trade closes and becomes a Traded ETR
2.16 What are the difference Markets?
The Spot Market offers ‘as you need it’, intelligent finance whilst the Revolving Market is a revolving/recurring market that is popular with almost all Convertibill™ users, as explained below:
- Spot Market
The Originator/Agent uses the Exchange as a Spot Market and offers to trade their ETR ‘one-at-a-time’ as an Advance, Outright , Managed, or Performance ETR. To view trading activities, you must apply online.
Note:- the Originator Registration fee is non-refundable.
- Revolving Market
In the Revolving Market, Originators agree to sell a specific ‘block’ of ETR over a certain period of time and Credebt Exchange® agrees to purchase this block of ETR on a recurring/revolving basis. At all times, Credebt Exchange® must be in possession of ETR that have an equal, or greater, Face Value than the amount paid to the Originator/Agent. To view trading activities, you must apply online.
Note:- the Originator Registration fee is non-refundable.
2.17 What are the different ETR Types?
The true sale of an ETR occurs the moment that Credebt Exchange® transfers payment to the Originator. For example, if the payment transfer is EUR 9,900 on an Outright ETR with a Face Value of EUR 10,000, the moment that Credebt Exchange® transfers the Purchase Price i.e. EUR 9,000 (less processing fees), the sale occurs. TomNext payment is transferred electronically to the Originator’s Bank account once the ETR is traded (i.e. the trade closes). There are five types of ETR:
- Advance ETR
This is a Spot Market fixed price ETR trade where the Originator/Agent offers ‘Payment on Demand’ to its supplier in exchange for an early payment discount (e.g. 2-3.000%). Transfer of the Purchase Payment (less Trade Commission) is made to the supplier and the Originator/Agent owes the Face Value of the invoice paid to Credebt Exchange®
When to use this
Select this type when trading and selling ETR on an ad hoc/infrequent or revolving basis. To view trading activities, you must apply online.
- Outright ETR
This is a Spot Market fixed price ETR trade where the Originator/Agent sets the Discount percentage amount. Transfer of the Purchase Payment (less Trade Commission) is made to the Originator/Agent, ownership of the ETR transfers completely to Credebt Exchange® and there is no Reserve refund. Responsibility for the collection of the ETR remains with the Originator/Agent and if the ETR is paid on or before the Expected Date
When to use this
Select this type when trading and selling ETR on an ad hoc/infrequent basis. To view trading activities, you must apply online.
- Managed ETR
This is a Spot Market variable price, single ETR trade where the Originator/Agent sets the Discount monthly percentage. When Credebt Exchange® makes a payment (less the Reserve and Trade Commission) is made to the Originator/Agent and ownership of the ETR transfers completely to the Exchange. Responsibility for the collection of the ETR remains with the Originator/Agent and if the ETR is paid in less than 180 days, the Originator receives a Reserve refund
When to use this
Select this type when trading on a regular basis. To view trading activities, you must apply online.
- Performance ETR
This is a Spot Market variable price, single ETR trade where the Originator/Agent sets the Discount monthly percentage and the Expected Date. When Credebt Exchange® makes a payment (less the Reserve and Trade Commission) is made to the Originator/Agent and ownership of the ETR transfers completely to the Exchange. Responsibility for the collection of the ETR remains with the Originator/Agent and if the ETR is paid on or before the Expected Date, the Originator receives a Reserve refund. If it is not paid before the Expected Date, the Originator/Agent loses the Reserve and no further payment is due
When to use this
Performance ETR should attract the best bids, but you should only select this type when you are absolutely sure that the ETR will be paid on, or before, the Expected date (remember, if it is paid even one day late, you lose the entire Reserve). apply online.
- Revolving ETR
A Revolving ETR is a Revolving Market variable price, multiple ETR trades where the Originator/Agent sets the Discount Percentage and commits to provide a ‘block’ of Advance, Outright, Managed or Performance ETR with a specific total value, over a fixed period of time. Credebt Exchange® agrees to pay for every ETR at the same Discount rate. Ownership of all the ETR transfers completely to the Exchange. Responsibility for the collection of the ETR remains with the Originator/Agent. With exception of an Outright Sale, payment of the Reserve to the Originator shall be deferred until, and is conditional upon, all the relevant Traded ETR being Settled on or prior to their Maximum Maturity Dates. If such Traded ETR are Settled on or prior to their Maximum Maturity Dates then all Reserves shall be payable by Credebt Exchange® upon each Reserve Payment Date. In the case of an Outright ETR, payment of the Reserve to the Originator shall be deferred until, and is conditional upon, all the relevant Traded ETR being Settled on or prior to their Expected Datse, the Originator receives a Reserve refund. When considering the Advance ETR, this is a loan from Credebt Exchange® to the Originator and must be repaid in full
When to use this
After you are an established Member of the Exchange, the Revolving ETR option will be enabled on your account and provide access to the Revolving Market option that can be used to replace or compliment traditional bank lending/credit facilities. To view the Trade Floor prices, understand trading techniques and strategies and to view trading activities on the Trade Floor, you must apply online.
2.18 What is a Basis Point [BPS]?
A Basis Point [BPS] is 0.01% (1/100th of a percent) or 0.0001 in decimal form. BPS are used on the Exchange to improve trading speed using one-click Spread (i.e. the difference between the Offer and the Bid)
2.19 What is a TICK?
On Credebt Exchange® a TICK is the smallest point change in an Offer or a Bid. On Credebt Exchange®, the TICK is 0.1 of a Basis Point/BPS or 0.001% (1/1000th of a percent) or 0.00001 in decimal form. TICKs are used on the Exchange to ensure that Originators/Agents get the lowest possible cost of funds when trading
2.20 How long does it take to sell an ETR?
As an Originator with a confirmed RPA Offer, your ETR are purchased before 1.00pm (if this is a business day). Originators prefer the Revolving Market because it means that funds are ‘always there’, meaning that they have a reliable source of low cost capital
2.21 Will I be able to sell all my invoices?
Subject to the debtors and creditors listed on the RSA Offer that is made when you apply online, you will be able to sell all your invoices/ETR. However, it is important to consider that on of the compelling reasons for using Convertibill™ is that you can selectively choose to sell only specific debtor/creditor invoices
2.22 Can I also use invoice discounting or factoring [IDF]?
Contracts with Invoice Discounting & Factoring [IDF] companies are very strict but from comments made by some providers, once you make them aware that you are using Credebt Exchange®, there should not be an issue. Before deciding to trade on the Exchange, you should talk to your account manager and ask for clear advice on this, before proceeding further (see below)
2.23 How does an IDF Buy-Out work?
Many Originators with Invoice Discounting or Factoring [IDF] ask Credebt Exchange® to Buy-Out their contract so that they can completely dispense with their current provider. This is a simple and straightforward process where Credebt Exchange® buys the complete ‘book’ of debt from the IDF provider in a single transaction. As the new owners of the book, the Originator and Credebt Exchange® work together to get all the outstanding invoices paid in full. During the transition period from the previous IDF provider to Credebt Exchange® the Originator uses the Revolving Market that works and ‘behaves’ very much like an IDF provider’s service. Using the IDF Buy-Out should have little or no impact on the Originator’s day-to-day operations
3.01 What is the Annual Target Rate [ATR]?
The cost of funds is calculated based on the Annual Target Rate [ATR]. The ATR is calculated the same way as Annual Percentage Rate [APR], subject to the correct trading balance between customer/d-ETR and supplier/c-ETR invoices sold to and bought by the Exchange
3.02 Why is Credebt Exchange® not regulated?
Credebt Exchange® is not regulated by the Central Bank of Ireland as a result of operating the Exchange and providing the Exchange Services. Its role is limited to that of Negotiation Agent, Document Agent & Servicer in respect of the Exchange and the Exchange Services and that of introducer, negotiator and facilitator in respect of the sale and purchase of ETR by Members over the Exchange.
Albeit that ETR differ significantly from Invoice Discounting/Factoring [IDF], ETR ‘fall under’ the IDF exception. For example, although a Bank is regulated, the Bank’s IDF business is not regulated. This is because IDF uses neither financial instruments nor investment instruments in operating its business.
Credebt Exchange® uses the Exchange to introduce ETR to Originators (i.e. sellers) to ETR and documents the buying and selling of ETR. From meeting with the Central Bank of Ireland, the buying and selling of ETR is IDF exempt and is therefore not a regulated activity
3.03 Can I automate my trading?
3.04 Who owns a Traded ETR?
Once an ETR is sold and becomes a Traded ETR, Credebt Exchange® is the legal owner and as the legal owner, has vested the ownership and care of that ETR in the Exchange
3.05 Who deals with my customers?
The Originator deals with its customers, as it would normally, unless the debtor fails to pay the ETR within the time specified at the time of becoming a Traded ETR (see point 3.4 above)
3.06 What if my customers take a long time to pay?
If a debtor cannot pay within the time specified, the Originator must advise the Exchange as to the reason for the delay and confirm when it will be paid
3.07 What happens if my customer never pays?
If the debtor never pays, because Credebt Exchange® is the legal owner of the ETR, they will pursue the debtor until payment is satisfied (including using legal remedies, as necessary and at the sole discretion of the Exchange). Prior to contacting the debtor, the Originator may offer to refund the Exchange the entire payment (including processing fees)
3.08 Do I have to sign a contract or personal guarantee?
To trade on the Exchange, you must complete an application form and there is a legal contract between the Originator and the Exchange, but there is rarely any requirement for any personal guarantee
3.09 Do I have to change my invoices in any way?
Automatically, all Traded ETR results in the invoice being clearly stamped as ‘Sold on Credebt Exchange®’ and will display a specific reference code (e.g. 1001001234); a Credebt Exchange® Trading Bank account number; and a specific sort code. All of this will be provided to you once your application is approved
3.10 Will my customers know I’m using the Exchange?
In many instances the purchasing department in a large organisation may not be in the same location as the accounts payable department. Your customer’s accounts payable people will be aware of Credebt Exchange® because they must transfer the payment into a specific Exchange Trading Bank account. So, it is possible, albeit unlikely, that the contact person that you supply in the organisation may become aware that the invoice has been sold on the Exchange
3.11 What is a Notice of Assignment?
The Notice of Assignment [NoA] is a PDF document that is emailed to the accounts contact person (specified by the Originator/Agent when creating the debtor, prior to Trading the ETR) to advise them that the invoice has been sold and is owned by Credebt Exchange® and that payment must be made to the specified Credebt Exchange® Bank account
3.12 Why is an NoA necessary?
A Notice of Assignment [NoA] is necessary because Credebt Exchange® must have absolute security in the ETR they purchase and this means they require legal assignment. By law, to achieve legal assignment, the debtor must be notified that the ETR has been sold and that the Credebt Exchange® is the new owner
3.13 Will the NoA affect my customer relationship?
Credebt Exchange® offers a new and unique form of low cost capital that is highly competitive. In many cases it is more competitive than any other alternatives (e.g. commercial lending). The ETR you are selling will be from large organisations or government agencies and will be sophisticated enough to understand that the Credebt Exchange® business model is highly competitive and, most likely, they will admire organisations that are clever enough to utilise its assets to access the low cost capital
Furthermore, as most large organisations and government agencies have many different departments (perhaps in different locations and even in different countries), it is more than likely that the contact person that places orders with your organisation, rarely if ever, has contact with the accounts person that would be aware of the Notice of Assignment. Therefore it is unlikely that your contact would be aware that your organisation is selling its ETR on Credebt Exchange®