This Letter of Intent (the "LOI") sets out the current understanding between:
The Company Askel Ventures [Oy], a company incorporated under the laws of Finland, business ID [●], acting as the holding company of the Askel Ventures group (the "Company"); and
The Investor [Investor Name], [personal identity number / business ID, if applicable] (the "Investor").
The Company and the Investor are together referred to as the "Parties".
The purpose of this LOI is to record the Investor's indicative interest in participating in a financing round of the Company.
The Company is raising capital, up to EUR 1,000,000, to support its strategy of acquiring, operating, developing, and selectively exiting cash-generative small and medium-sized businesses, with a focus on Nordic small business acquisitions — primarily in essential service sectors such as laundromats, cleaning, waste collection, and B2B trades, targeting businesses with EUR 400,000–1,500,000 in revenue and acquired at 3–4× EBITDA entry multiples.
The Company has completed its first acquisition (Melers Oy) and is raising this round to fund subsequent acquisitions and build compounding scale.
The Investor confirms its current intention to invest in the Company, subject to final agreement on the investment terms and execution of definitive investment documentation.
The Investor indicates an intention to invest:
The Parties acknowledge that EUR 100,000 corresponds to the Company's current minimum investment ticket as communicated to prospective investors. The Company is accepting commitments on a rolling basis until the round is closed or the maximum amount is reached.
The investment is expected to be made through the subscription of preferred equity in the Company (as holdco), via private placement.
The final investment instrument, share class, shareholder rights, subscription terms, and related terms shall be set out in definitive investment documentation.
The Parties acknowledge that the valuation of the Company is estimated at EUR 5,000,000.
The Company's valuation, subscription price, ownership percentage, share class, investor rights, liquidation preferences, dividend rights, transfer restrictions, and any other economic or governance terms shall be agreed separately between the Parties before completion of the investment.
The Parties further acknowledge that a Shareholders' Agreement (SHA) shall be entered into by the shareholders of the Company at or prior to completion of the investment.
The Company's indicative financial targets, including a target holdco IRR of 25–35% and portfolio company growth of 10–20% per year, are set out in the investor presentation provided to the Investor. Such targets are illustrative only and do not constitute a guarantee of returns.
The Company currently expects to use the proceeds from the financing round to fund the next 3–5 acquisitions required to reach efficient compounding scale — the point at which portfolio cash flows and exit proceeds create a self-funding flywheel — along with:
The Company's current expectation is that investor liquidity will be generated starting from year 3 through portfolio company exits. Secondary transfers of shares are expected to be permitted with the Company's consent, subject to a right of first refusal (ROFR) for existing shareholders. A strategic acquisition of the Company would provide a full exit for all shareholders. These mechanisms shall be defined in the SHA.
Other than the indicative investment amount of EUR 100,000, the Investor shall not have any obligation to provide additional capital, guarantees, loans, advisory services, operational support, board work, introductions, or other commitments to the Company, unless separately agreed in writing.
Completion of the investment shall be subject to, among other things:
This LOI is intended to be legally non-binding and does not constitute a binding obligation by either Party to complete the investment.
No binding obligation to invest, accept an investment, issue shares, or complete any transaction shall arise unless and until definitive investment documentation has been agreed and signed by the Parties.
The Investor agrees to keep confidential any non-public information received from the Company in connection with the proposed investment.
The Investor shall not disclose such information to any third party without the prior written consent of the Company, except to the Investor's legal, tax, financial, or other professional advisers who are bound by confidentiality obligations, or where disclosure is required by law.
The Company shall not publicly announce the Investor's participation or use the Investor's name, logo, or identity in marketing, investor materials, press releases, or other public communications without the Investor's prior written consent.
The Investor shall not make any public announcement regarding the proposed investment without the Company's prior written consent.
Each Party shall bear its own costs and expenses in connection with the negotiation, preparation, and execution of this LOI and any definitive investment documentation, unless otherwise agreed in writing.
This LOI shall be governed by the laws of Finland, without regard to its conflict of law principles.
This LOI shall remain valid until 31 December 2026, unless extended by mutual written agreement of the Parties. If definitive investment documentation has not been executed by such date, this LOI shall automatically expire without further action by either Party.
Signed in two counterparts, one for each Party.