Investor Relations (IR) is a strategic management responsibility that is capable of integrating finance, communication, marketing and securities law compliance to enable the most effective two-way communication between a company, the financial community, and other constituencies, which ultimately contributes to a company’s securities achieving fair valuation. (Adopted by the NIRI Board of Directors, March 2003.) The term describes the department of a company devoted to handling inquiries from shareholders and investors, as well as others who might be interested in a company’s stock or financial stability.
Typically, investor relations are a department or person reporting to the Chief Financial Officer (CFO) or Treasurer. In some companies, investor relations are managed by the public relations or corporate communications departments, and can also be referred to as “financial public relations” or “financial communications.” Investor relations is considered a specialty of public relations by the U.S. Department of Labor.
Many larger publicly traded companies now have dedicated IR officers (IROs), who oversee most aspects of shareholder meetings, press conferences, private meetings with investors, (known as “one-on-one” briefings), investor relations sections of company websites, and company annual reports. The investor relations function also often includes the transmission of information relating to intangible values such as the company’s policy on corporate governance or corporate social responsibility. Recently, the field has trended toward an increasingly popular movement for “interactive data”, and the management of company filings through streaming-data solutions such as XBRL or other forms of electronic disclosure have become prevalent topics of discussion amongst leading IROs worldwide. The investor relations function must be aware of current and upcoming issues that an organization or issuer may face, particularly those that relate to fiduciary duty and organizational impact. In particular, it must be able to assess the various patterns of stock-trading that a public company may experience, often as the result of a public disclosure (or any research reports issued by financial analysts). The investor relations department must also work closely with the Corporate Secretary on legal and regulatory matters that affect shareholders.
While most IROs would report to the Chief Financial Officer, they will usually report to the Chief Executive Officer (CEO) and Board of Directors and/or President of the corporation. This means that as well as being able to understand and communicate the company’s financial strategy, they are also able to communicate the broader strategic direction of the corporation and ensure that the image of the corporation is maintained in a cohesive fashion.
The President or CEO of the company or Corporation would have direct responsibility in relating the company’s overall posture directly to the shareholders or the investors. Due to the potential impact of legal liability claims awarded by courts, and the consequential impact on the company’s share price, IR often has a role in crisis management of, for example, corporate downsizing, changes in management or internal structure, product liability issues and industrial disasters.
In a difficult time, such as the bear market of 2008-09, IROs will want to stay visible and build relationships, be factual in tone and not too quick to make promises, focus on the long-term story and balance sheet strength (as opposed to short-term earnings growth), aggressively refute rumors and answer concerns of investors, and coordinate media relations and investor communications. Finally, IROs should remember: “The story is the business, not the stock price.”
The most highly regarded professional member organization for Investor Relations in the United States is the National Investor Relations Institute, or NIRI. In the United Kingdom, the recognized industry body is The Investor Relations Society, while in Canada, the professional association is called the Canadian Investor Relations Institute, or CIRI. Australia’s professional organization is known as the Australian Investor Relations Association (AIRA).
I understand that Bunch Marketing Solutions, a New York Corporation (the “Company”), is offering 1,200,000 Shares at $5.00 per Share, pursuant to the exemption from registration contained under Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated there under, and under Blue Sky laws of various states. Further, I also understand that, in connection with this offer, the minimum subscription is for $5,500.
In acknowledgment of the foregoing and upon consideration and affirmation of the representations appearing hereinafter, I hereby offer to purchase _ Common Stock Shares of the Company at $5.00 per Share, aggregating a subscription totaling $_. Upon acceptance by the Company, I hereby confirm my intent and desire to become a Common Stock Shareholder of the Company. In order to induce the Company to accept my offer, I advise you as follows:
Receipt of Information. I hereby acknowledge that I have received and carefully reviewed the confidential Private Placement Memorandum dated August 1, 2016.
Availability of Information. I hereby acknowledge that the Company has made available to me the opportunity to ask questions of, and receive answers from, the Company and any other person or entity acting on its behalf. concerning the terms and conditions of the offering and the information contained in the above referenced documents and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information provided by the Company and any other person or entity acting on its behalf.
Representations and Warranties. I represent and warrant to the Company (and understand that they are relying on the accuracy and completeness of such representations and warranties in connection with the availability of an exemption for the offer and sale of the Shares from the registration requirements of applicable federal and state securities laws) that in regard to the securities offered:
- I understand that the Shares have not been registered under the Act of 1933, as amended or any applicable state securities laws.
- I understand that, if my Subscription Agreement is accepted and the Shares are sold to me, I cannot sell or otherwise dispose of the Shares unless such securities are registered under the Act of 1933 or applicable state securities laws or exemptions there fromare available (and, consequently, that I must bear the economic risk of the investment for an indefinite period of time).
- I understand that the Company has no obligation to register the Shares under the Act of 1933 and there is no assurance that such Shares will be registered.
- I understand that the Company will restrict the transfer of the Shares in accordance with the foregoing representations.
- I understand that these securities are being bought through a non-public offering. Own Account. I am the only party in interest with respect to this Subscription Agreement, and I am acquiring the Shares for investment for my own account for long term investment only, and not with an intent to resell, fractionalize, divide, or redistribute all or any part of the Shares to any other person.
Age & Citizenship. I am at least 21 years of age and a citizen of the United States
Accuracy of Information. All information which the undersigned has provided to the Company concerning the undersigned’s financial position and knowledge of financial and business matters is correct and complete as of the date set forth at the end hereof, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, the undersigned will immediately provide the Company with such information.
- I am acquiring the Common Stock Shares for my own account, for investment and not for resale, distribution or on behalf of an undisclosed principal.
- I am aware that the transfer of the Common Stock Shares is restricted by state and federal securities laws and that a market does not exist for the Common Shares.
- I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of an investment in the Common Stock Shares.
- I am financially capable of bearing the possible loss of my entire investment herein, can afford to bear the economic risks for an indefinite period, and do not have a need for liquidity in this investment.
- I have read the Memorandum and in making my decision to purchase the Common Stock Shares, all matters to the Memorandum have been discussed and explained to my satisfaction and I understand the highly speculative nature of and the risks involved in the proposed investment.
- I recognize that the purchase of the securities involves certain significant risks, including, but not limited to, those set forth under the caption “Risk Factors” of the Memorandum. I realize further that this is a high risk investment and that there is a possibility of losing all of my invested funds.
Offering Procedure. I understand this Subscription Agreement is subject to each of the following terms and
- The Company may reject this Subscription Agreement for any reason, and this Subscription Agreement shall become binding upon the Company only when accepted, in writing, by the Company.
- If my Subscription Agreement is rejected, all funds submitted hereby will be returned to me without interest thereon or deduction there from.
Payment. As payment for the subscription hereunder, I hereby submit a check(s) in the amount of $_______, payable to “The Great House Escrow Co. FBO Bunch Marketing Solutions” for Common Stock Shares.
Dated this day of:
Name (Please Print):