Taking into account the provisions for governing bodies that apply under the ‘Freedom of Information Act’ (‘Wet openbaarheid van bestuur’) and the ‘Data Protection Act’ (‘Wet bescherming persoonsgegevens’), the Fund Manager of the DGGF part ‘Financing local SMEs’ will publish its anticipated transactions.
Views
Parties can express their views on the proposed transaction to the Fund Manager by contacting dggf@pwc.com within 30 days after the publication date of the notice. After the transaction has been closed, or after it has become clear that the transaction will not take place, the Fund Manager will respond as soon as possible to these Parties concluding on the expressed views by these Parties.
Description of proposed transaction
Part of DGGF
Financing Local SMEs
Name of Intermediary Fund (IF)
Ventures Platform Pan-African Fund II LP.
Domicile IF
Delaware, US.
Name of manager of the IF
Ventures Platform Management Limited.
Nature of the activities of the IF
Ventures Platform Fund II will invest primarily in early-stage tech enabled SMEs in Nigeria and opportunistically in other African markets. The Fund is sector-agnostic with a focus on tech investments at pre-seed to series A stages. The Manager’ will make equity and equity like investments between USD 600K to 3 million including follow on investments.
Size of proposed investment
DGGF's commitment is USD 8 million, contributing to a total expected fund size of approximately USD 55 million at first close, with a final close target of USD 75 million.
Intended transaction date
It is expected that DGGF will close the agreement with Ventures Platform in Q3 2025.
Expected financial results
A positive financial return on the investment is expected.
Expected impact
DGGF's commitment will support early-stage tech-enabled SMEs primarily active in Nigeria operating in sectors such as fintech, edtech, SaaS/AI, climate tech, agritech and healthtech. Ventures Platform has a strong track record of creating jobs in its predecessor fund and backing tech companies that deliver products and services to underserved populations.
ESG compliance
Ventures Platform (VP) has a structured due diligence and investment process in place when it comes to ESG risk management. Nevertheless, its ESG Policy does not include all DGGF ESG principles, and staff experiences difficulty with assessing environmental and social risks due to the early-stage and tech-focus of their ventures. Therefore, VP will receive technical assistance from DGGF to provide support on how to assess and mitigate ESG risks in their operating context. Besides this, the exclusion list applied before performing the ESG due diligence is not in line with DGGF requirements, and VP does not have an internal or external grievance mechanism in place. Therefore, VP has agreed to adopt DGGF's exclusion list, revise its ESG policy and adjust its ESMS to align with DGGF requirements, and establish a DGGF-aligned grievance mechanism. VP will share the relevant documents with DGGF to ensure integration of the conditions for investment within six (6) months after signing.
Tax compliance
DGGF will invest into Ventures Platform Pan-African Fund II. The Fund will be domiciled in Delaware, the United States as a limited partnership. Consequently, the Fund will be disregarded for Delaware tax purposes and will not be considered a tax resident of Delaware, nor will it be subject to corporate income tax. Rather, the investors in the Fund will be taxed in their jurisdiction of residence on their respective share of the investment income. The fund is designed to support seed-stage, technology-driven startups across the African continent, with a particular focus on Nigeria. The SMEs in which the Fund invests are in principle subject to the local statutory tax rates. The Fund is not making use of artificial constructions to lower its taxation or the taxation of the SMEs it invests in. The fund requires the companies it invests in to comply with local laws and regulations, amongst others, those regarding tax and Ventures Platform will monitor if the SMEs meet their tax obligations. DGGF will monitor whether the Fund will meet its ongoing tax obligations and acts in accordance with the DGGF tax criteria.
According to DGGF criteria, the tax team has proposed standard and specific conditions to be included in the investment agreement to continuously comply with DGGF tax criteria.