Not really , how it works in UK ltd companies is you need a special resolution to issue shares (although the notion of share allocations/allowances altered significant a few years back). That means every shareholder has to have a say in whether the company should issue shares to fund itself (only way possible for pre revenue companies). The trick is to always bring in more capital at a higher valuation. So it is dilution, but should be something like 5% dilution for 50% increase in value of shares if you get it right. We generally have done. Many get hooked on % they hold as opposed to value they hold.
So in a normal memo and articles of association you have 3 main equity breakpoints.
10% minority protection
25% right of veto (can vote down anything, this one is dangerous)
75% full control
In our case we also altered the M&A to include tag along and drag along clauses plus removed pre-emption requirements as we funded in a continuous fashion (pre-emption will likely be re-implemented now as funding has moved to more traditional model). We have a special resolution to allow selling of up to 20% (around 6.5 already was) so there is scope there for a round like this without any hassle.
Initially I also removed the right of the board to terminate appointees as I had full control, so passed this to shareholders with me only having a single vote. This is not the case any more though as the board is now a traditional board with default M&A articles as per the companies act 2006 (a 1200 page monster) .
What we have always stuck to though (and I feel this is vital) that we only issue ordinary shares, so no preference shares or new class of shares where early shareholders can get screwed. We fight like daemons to make sure the early supporters get the full rewards they deserve and new shareholders know we will also do the same for them if there is another round. It’s tough, but when investors realise this protects them going forward then it’s prety powerful as it’s simple honest and fair.
Anyway it’s good to be aware of the make up of any company and where there have been changes, ,especially those that are in shareholder interests (like tag and drag etc.). It just makes the company work more closely in the shareholders interests and protection.
I look at it like this, I paid £XX for a share and now that share is worth YY times that initial £XX. So the value is higher, but the % held is less. The foundation absolutely would not vote how I want, in fact they would not ask me and I would not want them to. Their purpose is education and innovation and that means at all costs really. They need to stay very focused on that and whilst they see MaidSafe as attaining income and value then they will do what they consider best.
@Jabba yes I had to do those pitch video’s, not easy as they are strictly scripted and I am not that kinda guy , I much prefer to shoot for the hip I am afraid. Never the less it has to be done