Credebt Exchange® Overview

What is a working capital requirement?

The working capital requirement of a business is the minimum amount of resources that an organisation needs to cover the usual costs and expenses necessary to operate. Capital Requirement is a basic business concept that is understood by any business person. In some instances, Capital Requirement may extend to include research and development cost and other expenses where additional capital is required for commercial and/or strategic advantage

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

What is Invoice Discounting/Factoring [IDF]?

Invoice Discounting/Factoring [IDF] is another 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 and also personally guarantee 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

Why is Credebt Exchange® different?

Because the Credebt Exchange® Intelligent Finance model is a purchasing model as opposed to a lending model. 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® Intelligent Finance has no use for 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

Is it really Low Cost Capital?

Credebt Exchange® Intelligent Finance enables service and goods providers to offer their invoices as Exchange Traded Receivables [ETR] for sale on the Exchange. The Credebt Exchange® Intelligent Finance model makes ETR attractive to Investors that must compete to purchase these short-term, low risk investments. As Investors compete, they automatically support the Credebt Exchange® Intelligent Finance objective to achieve rates that are comparable to, and preferably less than, other commercial finance alternatives or bank lending rates

Who uses Credebt Exchange®?

Micro-medium sized organisations are Originators on the Exchange and sell their ETR to Credebt Exchange®

Because the Credebt Exchange® model is specifically designed to deliver Intelligent Finance to micro-medium sized organisations without the need for liens or personal guarantees

Organisations should only use the Exchange when they need to raise additional Intelligent Finance to improve their liquidity and/or to help grow their business

How can I get access to Credebt Exchange®?

How do I become a Member of the Exchange?

Can anyone use Credebt Exchange®?

Any reputable organisation can trade, once they are a Member of the Exchange

How are funds allocated?

The 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

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. Read the Exchange Fees & Charges blog for more details

To protect all Members’ information and keep it confidential access to the Exchange system requires the strong security of a Digi-Access™ Digital Certificate that is provided to each Member for an annual charge of EUR 197.00

The Posting Fee is a discretionary charge of EUR 0.00 that may be applied to every ETR that is posted to the Trade Floor, regardless of the Face Value of the ETR. 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

Each Purchase Payment for every Traded ETR, regardless of the Face Value of the ETR, is subject to a Processing Commission of EUR 2.50 that is automatically deducted prior to payment. Similarly, each Reserve Payment, regardless of the value of the Reserve, is subject to the same Processing Commission that is also automatically deducted prior to payment. An independent third-party monitors and reconciles all Bank transactions to ensure Processing Commissions are correctly applied and to protect the interests of all Members of the Exchange.

There is a second, optional Processing Commission that is charged only if the Originator specifically requests Credebt Exchange® to reconcile any debtor account. Before any Reserve is paid to the Originator, the debtor account must be reconciled. Typically, the Originator will reconcile the account, but they can request that Credebt Exchange® reconcile the debtor account. If such reconciliation work is requested, a charge of EUR 15.00 per reconciliation and the Processing Commission for this service is automatically deducted from the Reserve payment

All Originator Purchase and Reserve payments, regardless of the value of the payment, are subject to a Trade Commission of EUR 15.00 that is automatically deducted prior to transfer. An independent third-party monitors and reconciles all Bank transactions to ensure Trade Commissions are correctly applied and to protect the interests of all Members of the Exchange

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

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 and online systems where high security, authentication and identification are required

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). Investors/Intermediaries may choose to purchase a report from these rating agencies and will therefore know the details that the rating agency report provides. Originators/Agents cannot purchase rating agency reports on other Originators/Agents using the report purchasing facility on the Exchange

No. Credebt Exchange® receives and securely stores the invoice and this is only given to the Investor if the ETR is not Settled (i.e. paid in full by the debtor) in less than 180 days so that they can appoint a debt collection agent to pursue the distressed debt

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

Credebt Exchange® Principal Components

What is an Invoice?

An invoice is evidence of a Contract (see point 2.2 below) with an obligation on the recipient (the debtor) to pay

What is a Contract?

Means, in relation to any ETR (see point 2.3 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 instalments, 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

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

What is an Originator?

Any organisation seeking to sell its ETR on the Exchange, will first submit an enquiry for consideration as an Originator

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 the debtor must pay for the ETR to be regarded as ‘paid in full’

What is a Revolving ETR 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). If the 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)

How does RSA trading work?

RSA trading is the most common form of trading on the Exchange and occurs on a discounted bid basis. There are the six simple steps required to access your Intelligent Finance:

How to become an Originator on the Exchange
	Contact Us	Whether you submit your enquiry online, call us on +353 1 685-3600 or email us, the initial information we need is straightforward (see the enquiry form for further details)
	RPA Offer	From the information you provide in your initial enquiry, we will issue a Provisional Revolving ETR Purchase Agreement [RPA] Offer. This is a single document that will specify the total Intelligent Finance available to you. Once you confirm your acceptance, you are invited to register
	Complete Application	Once your registration is approved, you must enter your organisation details and the debtor details provided in your original enquiry within 7-days or less, otherwise the RPA Offer expires automatically
	RPA Confirmation	A Formal RPA Offer is issued within 24-72 hours and you can sell invoices/ETR to these debtors on the same day
	Purchase Payment	Each Traded ETR (i.e. each invoice/ETR that is sold) is paid using the trading industry standard of Tomorrow or the Next Day [TomNext]

A ‘Traded ETR’ is any ETR that has been sold on Credebt Exchange®

In the case of an Outright ETR, the Discount is a fixed value amount. In the case of RSA Trades of either Performance ETR or Managed ETR, the Discount Percentage is the monthly charge that is deducted from the Face Value of the ETR for each month that it is outstanding. Read the article that explains how the Expected Date affects Reserve payments, for more details. 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

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

Yes. It is very important for two reasons that affect:

	Settlement	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 bya 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 very close to, the Expected Date
	Cost of Funds	In the article that explains how the Expected Date affects Reserve payments, 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 Intelligent Finance

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)

The Reserve is a small sum of money, related to the Face Value of the ETR, that is held by the Investor/Intermediary to ensure the Originator/Agent gets the ETR Settled (i.e. paid in full) efficiently.

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

Any financial institution, investment intermediary, or natural person seeking to buy ETR on the Exchange, will register as an Investor. If a natural person wishes to be an Investor, they must be over 18 years and have the capacity to enter into the Master Agreement and on condition that they are not acting as a “consumer” within the meaning of the CCA, the Unfair Terms Regulations, the Distance Marketing Regulations, the CPA or the CCA Regulations or a “personal consumer” within the meaning of Consumer Protection Code

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

The Spot Market offers ‘as you need it’ Intelligent Finance whilst the Revolving Market is a recurring market, as explained below:

Market Types
	Spot Market	The Originator/Agent uses the Exchange as a Spot Market and offers to trade their ETR ‘one-at-a-time’ as an Outright, Managed, or Performance ETR. To view trading activities, you must register. Note:- the Originator Registration fee of EUR 197.00 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 Investors agree to purchase this block of ETR on a recurring/revolving basis. At all times, the Investor/Intermediary 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 register. Note:- the Originator Registration fee of EUR 197.00 is non-refundable.

A true sale occurs the moment the Investor pays the Originator. For example, if an Investor bids EUR 9,900 on an Outright ETR with a Face Value of EUR 10,000, the moment the Originator/Agent receives the Purchase Price e.g. 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 four types of ETR:

ETR Types
	Outright ETR	This is a Spot Market fixed price ETR trade where the Originator/Agent sets the Discount percentage amount. When an Investor/Intermediary bids and wins, the Purchase Payment (less processing fees) is made to the Originator/Agent, ownership of the ETR transfers completely to the winning bidder 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, the Originator receives a Reserve refund
	When to use this	Select this type when trading and selling ETR on an ad hoc/infrequent basis. To view trading activities, you must register. Note:- the Registration fee of EUR 197.00 is non-refundable
	Managed ETR	This is a Spot Market variable price, single ETR trade where the Originator/Agent sets the Discount monthly percentage. When an Investor/Intermediary bids and wins, a payment (less the Reserve and processing fees) is made to the Originator/Agent and ownership of the ETR transfers completely to the winning bidder. 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 register. Note:- the Registration fee of EUR 197.00 is non-refundable
	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 an Investor/Intermediary bids and wins, a payment (less the Reserve and processing fees) is made to the Originator/Agent and ownership of the ETR transfers completely to the winning bidder. 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). To view the Trade Floor prices, understand trading techniques and strategies and to view trading activities on the Trade Floor, you must register. Note:- the Registration fee of EUR 197.00 is non-refundable
	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 Outright, Managed or Performance ETR with a specific total value, over a fixed period of time. The Investor/Intermediary that bids and buys, is agreeing to pay for every ETR at the same Discount rate. Ownership of all the ETR transfers completely to the Investor/Intermediary. 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 the Investor 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 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 Intelligent Finance 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 register. Note:- the Registration fee of EUR 197.00 is non-refundable

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 Investor trading speed using one-click Spread (i.e. the difference between the Offer and the Bid)

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

As an Originator with a confirmed RPA Offer, your ETR are purchased before 01:00PM today (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 Intelligent Finance

Subject to the debtors listed on the RSA Offer, you will be able to sell all your invoices/ETR

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)

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. A sample Buy-Out is explained on the official Credebt Exchange® blog

Specific Details about Credebt Exchange®

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 Originators (i.e. sellers) to ETR Investors (i.e. buyers) 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

Retail Investors, or consumers, are required to invest through Investment Intermediaries because these are financial professionals and are best equipped to assist Retail Investors in deciding if ETR are a suitable investment for their clients. Credebt Exchange® welcomes enquiries from Retail Investors at any time and will assist Investment Intermediaries in providing the advice to their clients on investing in ETR

ETR are not financial instruments. As such, both IIA firms and MiFID firms can trade in ETR, regardless of what the Central Bank licences permit them to do. Trading of ETR is not a regulated activity. Therefore, Investors and Intermediaries should not require regulatory approval to purchase or trade in ETR and or, to offer advice to their clients. As an Investor, it is recommended that you talk to your financial advisor

Automated trading occurs according to the Originator Global Settings or if the Originator is selling Revolving ETR. The typical Investor trades automatically because they have a specific Buy rate with protected capital and yield in place

Once an ETR is sold and becomes a Traded ETR, the Investor/Intermediary that paid for the ETR is the legal owner and as the legal owner, has vested the ownership and care of that ETR in the Exchange

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 3.5 above)

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

If the debtor never pays, because the Exchange, on behalf of the Investor/Intermediary, 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)

No. 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 no requirement for any personal guarantee, of any kind

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

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

The Notice of Intent [NoI] 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® (in trust for the Investor) and that payment must be made to the specified Credebt Exchange® Bank account

A Notice of Intent [NoI] is necessary because Investors 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 Investor is the new owner

Credebt Exchange® offers a new and unique form of Intelligent Finance 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 Intelligent Finance

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®