A Guide to Convertible Loan Notes

Convertible Loan Notes (“CLN”) are loan notes which grant the holder a right to subscribe or convert the loan amount into shares in the relevant company. We will explore the potential benefits and drawbacks of using CLNs in more detail below, but they are often used as a form of bridging facility by start-up companies ahead of a future round of venture capital financing.

Where an investor invests in a company via a CLN, unlike a venture capital investment where equity is issued up-front, the investment amount will be treated as a loan to the company and (subject to the terms of the CLN) there will be an option or right to convert that amount into shares in the company at a later point in time. Another key difference when investing via a CLN as opposed to venture capital, is that the share price and most likely the class of share will not be known at the date of the investment.

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