What are the legal bases for this fundraising?
The acquisition of share is governed by the Code of Companies and Associations, and more particularly by the statutes of Supernova Coop available on the website of the Belgian Official Gazette (Moniteur belge).
Legal information on taking shares is available in the Information Note on the website of the FSMA (Authority of Financial Services and Markets). This document, necessary for any fundraising of this type (public offering) contains information on the issuer, the amount and nature of the investment instruments offered, the reasons and the terms of the offer, as well as possible risks. The information note for this campaign was published on June 9, 2023. Its validity period is 365 days.
What are the statuses of Supernova Coop?
Supernova Coop was created on July 19, 2017, its statutes being published in extracts in the Annex to the Belgian Official Gazette* (Moniteur Belge) of July 31, 2017. These statutes were updated on May 3, 2023 to bring them into line with the new Code of companies and associations. They were published in the Belgian Official Gazette of May 5, 2023. The ministerial decree of June 29, 2023 approving the cooperative company Supernova Coop as a social enterprise for an indefinite period, was published in the Belgian Official Gazette of July 31, 2023.
Why are there guarantors and what is their role?
The statutes of Supernova Coop prevent any form of financial speculation on real estate acquired under long lease, and to this end provide for colleges of guarantor cooperators as well as representation of the non-profit organization Nova on the board of directors of the Cooperative. Certain important decisions, such as the modification of the corporate purpose, cannot be taken without qualified majorities in the colleges of guarantors.
How and when will the cooperative be profitable?
The objective of Supernova Coop is not to be profitable, but to have a balanced budget situation to prevent the ASBL Nova from having to pay excessively high rent. Supernova Coop established a first financial plan in 2021 with Socofinam, an accounting firm specialising in fiduciary advice. It was then the SAW-B (Solidarity of Walloon and Brussels Alternatives), a consulting agency specialising in the development of social businesses, which took over in 2022 to analyse its economic model and provide it with a vision integrating the social economy as a whole.
Is there a risk that I will lose my investment?
Indeed, we cannot exclude the risk that the cooperative will not be able to pay its costs and debts when due, or that unforeseen costs arising specific to the maintenance of the building will arise. But the economic model of the cooperative is structurally favourable to its cash flow.
Furthermore, Supernova’s almost sole source of income is the payment of rent by the tenant of the property. It is not impossible that the non-profit Nova ASBL will one day find itself unable to pay this rent. However, its income mainly comes from public funds from which it benefits on a stable basis. If it were to lose them, it could further develop its equity revenues (mainly through its ticketing, through drinks taken in its home-bar, through the rental of the cinema room and its home-bar).
If the non-profit organisation Nova were to disappear, the property would be rented to another similar cultural project.
How to withdraw from the cooperative?
Cooperators can always resign, however not within the year following the date on which they became partners. The resignation takes effect on the last day of the sixth month of the financial year. Cooperators who wish to withdraw their shares, in whole or in part, must send their request to the Board of Directors. Outgoing cooperators are exclusively entitled to reimbursement of their participation, that is to say to the amount actually released and not yet reimbursed for their shares. However, this amount cannot be greater than the amount of the net asset value of these shares as it results from the last approved annual accounts. No interest is due on this amount apart from the indexation of the health index portion from the subscription date. Supernova may defer all or part of the repayment of the shares concerned, depending on developments that can reasonably be expected, until it is able to discharge its debts as they fall due for a period of time of at least 12 months from the date of reimbursement. Reimbursement will take place at the latest within three years following the financial year during which the exit was decided or requested, provided that Supernova’s own funds following this exit do not prevent it from satisfying the solvency tests. The cooperator who no longer meets the statutory requirements to become a cooperator is then deemed to have resigned automatically.
How are profits affected?
The allocation of any net profit is determined, in accordance with the Law, by the General Meeting. The statutes of Supernova Coop exclude the distribution of capital gains to cooperators, any possible profit would be allocated to expenses corresponding to the corporate purpose of the cooperative.
Is it possible to make money with Supernova? Are benefits possible?
No, there are no financial benefits attached to Supernova shares. Since the entry into force of the new Companies Code, it is no longer possible to explicitly write in the statutes that a cooperative excludes added value for its cooperators, even if this is contradictory with the philosophy of Supernova Coop. Our statutes provide that cooperators can only have their participation reimbursed for the amount actually released. No interest is due on this amount, apart from any indexation of the share in line with the health index from the date of subscription.
Can I benefit from the Tax Shelter or tax deduction?
No, because tax deductibility (Tax Shelter) requires meeting several criteria that Supernova does not meet: its corporate purpose relates to real estate assets, it was founded 6 years ago and it does not employ at least 10 FTEs (Full-Time Equivalents).
What is done with personal data?
The personal data collected and included on your profile are protected and will remain confidential in accordance with the General Data Protection Regulation (G.D.P.R.) and the Belgian law of December 8, 1992. They will only be used to confirm your payment and your participation as well as to provide you with useful information on the activities of the cooperative and its projects. Only the cooperative Supernova Coop will be able to use this data. In accordance with the law, you have the right to access and rectify information that concerns you, and the right to object to the processing of your data. You can exercise this right by contacting Supernova Coop, 14 rue d’Arenberg, 1000 Brussels, email@example.com.