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Let's have an ICO ....

Editorial Staff

The non-existent board of an imaginary company decide that they won't go to their bank for money, nor their shareholders. Instead, they will do capital raising by an Initial coin offering (ICO) and that, instead of using intermediaries, they will go it alone.

Chairman: Right guys, I''ve been reading the papers and the new thing in raising money is not to raise money but to, well, invent a new currency, produce some of it and then sell that. We don't get shareholders or bond-holders and we don't have to borrow from the bank. I think we should do that.

CFO: How do we account for this?

Compliance: well, logically, we just charge the cost of production to one side and then, when we sell whatever we call it, we put the sale price on the other side.

CFO: so we just treat. let's call them tokens, as a product?

Compliance: yes, then what the purchasers do with them is entirely up to them. We have no interest in the tokens and, unlike widgets, we don't have to guarantee they will work, there's no customer service department needed.. it's the perfect business model. We can close all our manufacturing and just make money, literally make money, and sell it.

CFO: I don't understand - what's the relationship between this money and the performance of the company?

Chairman: that's the beauty of it: there is absolutely no relationship between the two. The money, let's call it "OurCoin" takes on a life of its own Purchasers don't get shares, so the class action lawyers can never have a go at us for failing to maximise shareholder value, for example.

Marketing: I'm lost, too. When we sell a widget, we have something we can deliver to the customer in a box. What do we deliver with OurCoin?

CEO: as I understand it, we deliver an electronic message with a unique code, like an electronic bank-note. But the serial number is a lot more complicated.

Legal: So, to summarise, we are going to invent a currency, give it a name, sell it on the open market and have no responsibility to anyone after that?

CEO: that's exactly right.

Compliance: so what's the mechanism?

CEO: IT gets some software, or we join something like Ethereum, and we create a stock of OurCoin, then we offer it for sale like an IPO but we aren't selling shares. We still need market approval in some countries.

FCO: what can go wrong?

CEO: the public might not buy the coins. There have been flops and there have been frauds. But the main thing is that the general public don't understand. No matter how often they are told that they are buying something a bit like a currency, they still think they are buying shares. There is no link between the performance of OurCoins and the company after issue. At the time of issue, prospective purchasers are still impressed by a strong company at the time of issue.

Legal: Let me understand this properly. Basically, we are selling them gambling chips where the value is subject to the market in OurCoin and entirely unconnected to, no disconnected from , success or failure of the company but to demand and supply of OurCoin on the open market?

Marketing: what induces people to buy OurCoin?

CEO: First, we say we want the money to fund a specific project. That looks a bit like crowdfunding. We say we have projections from the product. That looks a bit like investment. And, to avoid fraud we must at least spend some of the money on that project, even if, at a later date, we decide that it is not commercially viable and abort before all the money is spent. But any indication as to profit is window dressing because OurCoin has nothing to do with the performance of the company. However, the fact is that sophisticated investors understand that; everyone else caught up in the hype don't understand that and even though a prospectus must make that, and the risks of MyCoin in open trading, they read what they want to read. They will almost all think they are buying shares or, perhaps, even a bond which will be repaid. We can only be honest, but know full well that people won't pay that much attention. Others will see "cryptocurrency," a relatively low buy-in price, and decide to buy assuming that, at some point, all cryptocurrencies will gain from a ripple effect when one of them takes off like Bitcoin did recently.

Marketing: ah, so the message is OurCoins may do down as well as us but unlike shares you don't lose your asset if the company fails.

CEO: that is true but it's probably not exactly the message we want to give - the fact they think they are getting shares may be the most powerful motivator. So, we don't lie, we don't hide anything, but we don't sell upsides that might dilute the willingness of the masses to jump in.

[slight pause] Shall we vote?

Board , to a man and a woman.: AYE

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