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A New Form Of Crowdfunding


RRR is a crowdfunding platform, currently with approximately 1,600 shareholders and approximately 61.8 million shares in issue.

RRR will seek reverse takeover candidates and companies seeking to broaden their shareholder base and seeking access to capital. These companies could be in various jurisdictions around the world, subject only to local regulatory restrictions. The Company has already received several enquiries from potential reverse takeover candidates and their advisers both in the UK and also from overseas..

How It Works

Typically, if a company was seeking a reverse takeover candidate and wanted to broaden its shareholder base, RRR would offer the following:

  • RRR would establish a NewCo and utilising its distributable reserves would undertake a ‘dividend in specie’ and distribute shares in each NewCo to its Shareholders (currently numbering approximately 1,600, and expected to increase as a result of the Fundraising) in proportion to each shareholder’s holding, just like with a normal dividend.
  •  The NewCo would then be available, for a fee payable to RRR, as a vehicle which could subsequently be converted to a plc, obtain a trading certificate and then used as a vehicle permitting an acquisition or reverse takeover, including a further fundraising and possibly a listing on an exchange depending on the requirements of the new management taking control of the NewCo.
  •  Depending on the approach of the new management of each NewCo, shareholders in each NewCo may be able to make an investment in the new project/investment, or decline to do so. If shareholders decline to invest, they will still remain shareholders in each NewCo as a result of their holding received from the dividend in specie.
  •  NewCos could be used for businesses in any sector and for companies operating in various jurisdictions in the world. It is quite possible that NewCos will be established in overseas jurisdictions and that Shareholders will receive shares in such NewCos.
  •  It is intended that each NewCo created in the UK will, wherever possible, and if undertaking a qualifying trade, be structured in a manner to qualify for relief under the Enterprise Investment Scheme and for Venture Capital Trusts.

The process can be repeated as and when required to meet demand for any number of NewCos, subject to the availability of distributable reserves in RRR.


The Directors intend to generate a revenue stream from fees charged for the establishment of each NewCo.

Such NewCos will have an inherent value and will directly benefit RRR Shareholders who will become shareholders in each NewCo.

Wherever possible, RRR will negotiate a stake in each NewCo, for example by being awarded warrants to subscribe in a NewCo which would be retained by the Company as an ongoing investment, for the further benefit of RRR Shareholders.

In certain cases, depending on the requirements of the management of each NewCo, the shareholder base of a NewCo may be reduced by a share consolidation post dividend. In which case, fractional entitlements would usually be aggregated and held within RRR for the benefit of Shareholders overall.

If a NewCo venture is successful shareholdings should appreciate in value. If the venture is unsuccessful (and they made no further investment) there is no real loss to Shareholders. The strategy of the Board is to seek further ventures (NewCos) that will have the potential to be a success.

The Directors expect therefore that, in addition to their holding in RRR, Shareholders will over a period of time, accumulate a series of shareholdings in different companies at no cost. Furthermore, if Shareholders chose to invest in any NewCos, it is possible that such investments may be made at advantageous levels.

The Directors are all directors of VSA Capital, an investment banking firm focused on natural resources, operating for companies throughout the world. In such a capacity, the Directors will be able to source potential reverse takeover transactions for the benefit of RRR and Shareholders. In addition, it is likely that, in the case of reverse takeover candidates in the natural resources space, it would be an advantage that VSA Capital were involved to provide advisory and fundraising services where required to NewCos to structure such transactions and assist with the sourcing of funding to improve the chances of success of such NewCos.