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Price per share
€22.00
Equity offered
Invested
€2,043,030
Legal warning: The acquisition of this financial instrument is associated with considerable risks and may lead to the complete loss of the invested assets. The prospective return is not guaranteed and may also be lower.

The maximum amount of the share issue, €1,999,998, has now been reached. However, it is still possible to invest in this share issue. In case of an oversubscription the shares shall be allocated in the order of subscription (“first come, first served”). If some investments that were made before the maximum was reached are not included, an equivalent amount of oversubscribed investments can be included in the issue using the same allocation principle. If an investment is not accepted, the payment made will be refunded. No interest is paid to the refunded subscriptions. .

Jan Rabe, Gründer und Geschäfts­führer der Wechselpilot GmbH

“There are many skilled professionals in the world who could get better jobs and higher salaries if they were fluent in English.

The Master English app has been developed to meet this need. It is based on the highly popular WordDive prep courses and an artificial intelligence system that teaches oral language skills, developed with Tampere University.

Launched last year in North America, sales of Master English have started to grow very rapidly. Our goal is to make it the world's leading digital solution for learning English at a high level.”

Timo-Pekka Leinonen, Founder and CEO 

Investment information

Type:
Equity offering
Invested so far:
€2,043,030.00
Equity offered:
2.55 – 9.48 %
Price per share:
€22.00
min investment 30 shares
Number of existing shares:
867,552
Fully diluted shares:
964,152
Pre-money valuation:
€19,086,144.00
Offered units:
90,909
Broker:
Invesdor Oy

Five reasons to invest

The WordDive brand business generated a business profit (EBIT) of over €900,000 in 2021. The Master English business can, if successful, reach a revenue of over one hundred million euros already in 2026.

Digital language learning is growing very quickly. In developing countries, high-level English skills typically accelerate career development and increases salary, but there are not enough qualified teachers. 

The company is at the forefront of technological development for language learning. Individualized optimization (patent 10 074 290 in the US) is a central part of the success of the WordDive business. Speak with AI® technology (US patent application 16/684,619) is in use in the Master English app. NLP/NLU is already in test use in the Master English app. 

The company's business areas: North and South America and selected European and Asian countries are outside the current conflict zones of Eastern Europe.

A team that has worked together for already over ten years, has created several successful products, masters the necessary technologies from mobile apps to AI, and is systematically developing its own business towards the top worldwide.

Overview

WordDive Group in a nutshell

WordDive Group Ltd. develops advanced AI-based services for foreign language learning. 

The company has two businesses. The well-established and highly profitable WordDive forms the foundation on which the company's expertise has developed. 

Master English, which focuses on high-level English language skills, is growing very fast and could, if successful, exceed €100 million in revenue by 2026. 

Launched in 2010, the WordDive brand generated a business profit (EBIT) of more than €900,000 last year. This well-established business shows how profitable a SaaS (Software as a Service) business can be at its best. 

With globalization, working across borders in English is commonplace. For skilled professionals, fluency in English tends to accelerate career progression and increase salaries. According to the company's extensive research, many of those who still lack fluency in English are willing to pay to learn and to start immediately.

In response to an unmet need identified in the market, WordDive Group developed the Master English program. The idea is to build digital learning programs that can be personalized for the user, enabling them to achieve “professional fluency” in English (B2) in 3–9 months, depending on their starting level and the intensity of their learning. 

Woman

Master English sales started in 2021. The rapid growth in sales reflects the strong demand for the Master English program. 

Master English achieved €200,000 in quarterly sales in 14 months (February 2021–March 2022), whereas the successful WordDive application required over 5 years for the same (September 2014–December 2019) 



Master English growth plan 

Task Status

Define marget segment and target customer

Done 2020 

An educated professional who wants to  significantly improve their English skills 

Launch the service successfully in the first markets 

Done 2021 

Mexico and USA 

Prove there is a customer need 

Done 2021 

Sales started to immediately grow quickly 

Create the capability to teach oral language skills in an individualized way 

Done 2017–2021 

Speak with AI® technology developed and integrated into the service 

Confirm the capability to do profitable business with the Master English brand 

Done 2022 

Monthly sales already €80,000 profitably (ROAS > 100%) 

Confirm scalability  

Done 2022 

Trial sales in South America profitable (ROAS > 100%) 

Finalize service 

Improve retention with personalization of the program and communicating learning progress 

Ongoing 2022 

Estimated completion date fall 2022 

Expand rapidly in phases 

2022: South America 

2023: Europe 

2024: Asia 

Master English 22-23

Estimate: First expansion phase 2022–2023  

In 2022–2023, Master English will be grown by expanding into South America and the first European countries. Demand in Spanish-speaking South America has been verified by a trial sale in February–March 2022. 

Master English 23-26

The company’s research shows that the need for high-level English language learning is strong in Asia, which is highly populated. In Scenario 1, Master English will be expanded there and in Europe in 2024. In this fast-growing scenario, the target is €100 million in revenue by 2026, representing an estimated 2% global share of high-level English digital learning. 

In Scenario 2, growth is limited to North and South America. In Scenario 3, growth is significantly slower. 

Company Data

Company: WordDive Group Oy
Managing Director:

Timo-Pekka Leinonen

Website: worddive.com
masterenglish.com (in Spanish) 
Founding Year: 2009
Industry: Education
Number of Employees: 35

Our Story

The company's business was launched in 2010 with WordDive online courses, which were selected as the best e-learning service in Finland in 2011. The WordDive mobile app was selected as the best mobile service in Finland in its launch year, 2014. 

WordDive can be used to learn ten common languages: English, Estonian, Finnish, French, German, Italian, Japanese, Russian, Spanish, and Swedish. WordDive has users in over 150 countries. 


High school students in Finland love WordDive's English and Swedish prep courses. They have a very high market penetration rate in Finland at 60% (courses sold / new high school graduates). 96% of users recommend the course and most of the product sales come from recommendations. 

Master English teaches high-level English 

In 2020, the company conducted extensive market mapping to identify the optimal target markets and user groups for the company. 

The objective was to select these markets in such a way that a) the need for learning is very strong, b) the company has a good opportunity to offer a solution that is clearly superior to its competitors, and c) the market is large enough to sustain rapid growth for several years. 

The company started by mapping the biggest education market for mobile apps. More than €200,000 was spent on quantitative market data and survey results, as well as qualitative focus group interviews. 

In order to differentiate itself from competition, the company took advantage of the knowledge gained from the WordDive prep course as well as the opportunity to use the Speak with AI® technology developed with Tampere University (patent pending). 

By comparing the market needs, the competitive landscape, and the company's capabilities, the core of the service was selected to be teaching high level English. This is how the Master English business was born. It launched with a beta release in February 2021 and has since grown rapidly in North America. 

Based on a simple company structure

WordDive Group Ltd. is a company registered in Finland, directly owned by all shareholders. The "Group" in the company name refers to the WordDive and Master English brands. However, these businesses are not independent companies, but rather they are only separated in accounting. 

The simple structure allows the profits generated by the WordDive business to be invested directly in the Master English business without tax.

Ownership structure of the company

Investment Shareholder Role Shares Votes
WDA WDB Total
1. Timo-Pekka Leinonen
& spouse Anu Leinonen
Founder, CEO
 
205 820 205 820 23,7%
2. Modirum-group
(Jari Heikkinen)
Growth Investor, Board Advisor 95 907 41 773 137 680 15,9 %
3. Vuokraturva-yhtiöt Oy
(Timo Metsola)
Angel Investor 54 620 54 620 6,3 %
4. Sun Ceramics Oy
(Seppo Myllylä)
Angel Investor 46 584 46 584 5,4 %
5. Antti Arvio Founder, Chairman of the Board 31 740 31 740 3,7 %
6. 4 Family Oy
(Nicolas Fogelholm)
Angel Investor, Member of the Board 26 500 26 500 3,1 %
7. Juha Rintala CTO
(Chief Technology Officer)
19 000 19 000 2,2 %
9. Ilkka Toivanen Angel Investor 10 497 10 497 1,2 %
10. Atte Hynninen CPO (Chief Product Officer) 9 640 9 640 1,1 %
13. Lauri Leinonen CMO (Chief Marketing Officer) 8 310 8 310 1,0 %
Other founders and key people 75 205 75 205 8,7 %
Approximately 900 other investors 241 956 241 956 27,9 %
In total 825 779 41 773 867 552 100,0%

The main owners of the company. Includes anyone with a 2% or more stake in the company. 

Founder and CEO Timo-Pekka Leinonen and his spouse Anu Leinonen (founder, M.Sc. in Telecommunications from Tampere University) are the largest owner of the company. 

Modirum Group is the world's leading company in the field of payment card authentication. The Modirum software is used by over 500 cards-granting banks, over 100 000 vendors, over 50 million card owners in over 50 countries to process a daily average of over one million transactions.

Modirum is a company owned by its employees which uses its profits to invest in machine learning and big data -related startup and scaleup companies who have the capacity to grow very large if they succeed.

The company has two share series, WDA and WDB. WDB shares give the right to appoint one board member (Articles of Association § 6). The Modirum group owns all WDB shares. 

Before this issue, €6,717,000 of private money has been invested in the company. The company has received €545,000 in public subsidies and €2,140,000 in publicly supported loans from Business Finland. The company has cumulatively generated €12.6M in revenue by the end of March 2022.

The expertise of the WordDive team has won international awards

Samu Haber, Artist / Startup Investor, Helsinki (photographer: Janita Autio) 




“I became familiar with WordDive in 2015 when I was studying German for The Voice of Germany. Later I came onboard as an investor. 

For people who want to advance their careers, there is a globally significant need for having fluent English skills. However, developing language skills during your busy adult years is challenging. That’s why I believe that, if successful, the Master English app can become huge. 

As WordDive’s strength I see the fact that their core team has worked together for already ten years, continuously further studying their field. This is the kind of long-term perseverance needed to succeed on an international scale.” 

Leadership

  

Timo-Pekka Leinonen

Timo-Pekka Leinonen

Founder & CEO

Timo-Pekka Leinonen holds a Master’s degree in Software Engineering from 1993, a Licentiate in Telecommunications Engineering from 1996, and a Master's degree in Economics (Marketing) from 2007. He has completed all his degrees in Tampere University and has also extensively studied foreign languages there. 

Already during his studies, Timo-Pekka created the prototype of the WordDive service, which led to a patent for individualized optimization. Since then, in his free time he has developed solutions for digital language learning and followed the field actively. 

Before WordDive, Timo-Pekka worked for Nokia in 1992–2010. There, he was globally responsible for a network management system business with a revenue of over 400 million euros in 2004–2006. During that time, he and his management team turned this entire business area from a decline in revenue, profitability, and customer and employee satisfaction to significant growth. 

During his career at Nokia, Timo-Pekka worked and lived in Germany in 1995–1997, in Japan in 1998–2000, and in the USA in 2008–2009. 

Timo-Pekka is motivated by making foreign language learning possible also for those for whom it is not easy. "It's amazing to look at the data and see how someone's learning is difficult and slow at first, but then gradually picks up speed and accelerates. That's actually the whole idea of personalized optimization."

  

Lauri Leinonen

Lauri Leinonen

CMO

Lauri Leinonen holds a Master’s degree in Economics (Marketing) from the Tampere University. He was responsible for the marketing strategy of the WordDive business from 2014 to 2021. Lauri created the very successful prep course and raised WordDive’s mobile app sales to over €100,000 per month, mainly in export markets. 

As of 2021, Lauri has focused full-time on leading the Master English business. 

In digital customer acquisition and services, Lauri is intrigued by the capability to measure almost anything and then to develop things based on data instead of guessing. “Data-based development might not have special advantages within the timespan of a few weeks, but when speaking of months and years, it allows for huge results to be achieved systematically." 

  

Tiina Marttinen

Tiina Marttinen

WordDive Business Director

Tiina Marttinen holds a Master of Business Administration (Marketing) from the Helsinki School of Economics (now Aalto University). 

Tiina has taken overall responsibility for the strategic management and brand development of the WordDive business from January 2022. A highly experienced marketing, leadership, and customer experience professional, Tiina is also responsible for leading the WordDive business team, established in August 2021. 

“WordDive is an excellent product and its position is strong, especially in the domestic market in Finland. The popularity of the prep courses continues year after year, with 96% of users recommending the course. Digital language learning is growing rapidly and WordDive offers 10 major languages to learn. Thus, it has strong growth potential both in the Finnish market and abroad." 

  

Nicolas Fogelholm

Nicolas Fogelholm

Angel investor and board member

Nicolas Fogelholm holds a Master’s degree from Helsinki University. He is an entrepreneur and ecommerce veteran with over 20 years of strategic and hands-on experience in ecommerce, the marketing of D2C and SaaS companies, and internationalization. 

In addition, Nicolas has over 10 years of experience in working on boards of ecommerce and growth companies. Nicolas was part of the founding of Tulos Helsinki, which is one of Finland’s leading digital marketing agency. As CEO of Exit Ventures, he has over 10 years of experience in investing into growth companies and ecommerce. 

Nicolas has been a board member of WordDive Group Ltd. since 2014. Nicolas is especially glad to see how the company’s digital marketing expertise has developed during this time from a domestic level to competitive in very demanding markets, such as Germany and the US. 

Market

The market of digital language learning approaching 40 billion euros

Direct consumer purchases of digital language learning services are growing at a very fast rate of 25% per year globally. The market is estimated to reach €39 billion in 2025, with English accounting for more than half of all digital language learning. [HolonIQ 2021] 

The number of students is high at lower skill levels, but the highest value per user usually comes from the ability to carry out demanding tasks in English. On the basis of this and an extensive market survey, the company estimates the share of the overall market for high-level English to be around 10%, or €3.9 billion. 

The target customer: a young, educated professional

The target customer of the Master English service is a 20–40-year-old person with ambitions to get ahead in life, and who typically has at least an undergraduate degree but limited English skills (typically A1–A2).

Woman

The company’s target customer works already now in a relatively demanding office job as a specialist or manager, but they want to get ahead. They believe that English skills will lead to career development and better salary. For example, in September 2021, 40% of the target group estimate that better English skills would at least double their salary [a survey of 3,000 respondents in Mexico and the US]. That is why the target customer is ready to pay for learning and wants to start immediately.

Typically, the target customers’ experiences of learning English at school are not good. There is a shortage of qualified teachers in Latin America and the overall standard of English teaching is therefore somewhat lacking. Because of their experience, the target customers are interested in trying something new. 

They want the service to be professional, efficient and interactive. It is also central that the service is produced by professional teachers and that in the exercises users get to model their learning based on native English speakers. 

Target customers in non-English-speaking countries typically represent 2–4% of the population. Emerging countries where education has a direct impact on status and living standards are attractive markets. This is particularly the case in Latin America and Asia. However, there is also a strong demand for high English language skills in Europe, for example in France, Germany, Italy, Poland, Spain, and Turkey. 

Solution: The Master English program

Professional fluency is a different game

Language skills are measured with a Common European Framework of Reference (CEFR). In beginner and lower intermediate levels (A1–B1), learning vocabulary and grammar basics are central. Practice can be carried out in the same way for most of the languages. Large companies that teach tens of languages focus on these lower levels, which have the greatest number of learners. 

When aiming for high-level language skills for the working life (B2 ”professional fluency”), the student needs to learn advanced skills, such as: 

  • a rhythm and pronunciation of speech that a native speaker experiences as pleasant to listen to, 

  • the ability to talk at a normal pace with native speakers, which requires excellent listening skills, in addition to the previous point, 

  • the ability to write fluent and detailed texts on both abstract and concrete matters, and 

  • understanding and using hints tied to context. 

Teaching B2 level skills fully digitally is challenging technologically and requires several exercises types that are designed based on the language learned. 

When a high school student in Finland gets the grade E (eximia cum laude approbator, the second-best grade) from their final exams for advanced English, they are at a B2 level. The WordDive team has eight years of experience in teaching high-level English reading, writing, and listening as part of the highly popular WordDive prep course. 

In addition, the ability to teach speaking digitally is needed. To meet this requirement, the company has together with Tampere University developed the Speak with AI® technology in 2017–2021. It was taken into use as part of the Master English service in September 2021 and has received excellent feedback from customers. 

”Professional fluency” is a skill level that the company has defined based on its market research and which is narrower than general B2. This helps the company to focus specifically on the target customer of the Master English service. 

The fully digital Master English program

In response to the unmet customer need identified in the market, the company developed the Master English program in 2020–2021. Its purpose is to build digital learning programs that are personalized and optimized for the user to achieve professional fluency in English (B2) in 3–9 months, depending on the starting level and intensity of learning. 

English video: The ability to speak English is a skill

The Master English program is a ready-for-use learning package used entirely in the mobile app. However, it is mainly sold via the website. Selling online allows for the rapid optimization of the sales pipeline and significantly lower commissions for paying for the service than in the Apple and Google app stores. 

The Master English sales pipeline typically starts with ads on social media. The ads are designed to add depth to the brand experience from first contact. 

In the go-to-market phase, the Master English program is available only for native Spanish speakers in Mexico and the US.

After being interested by the ad, the customer is sent to the Master English website. There they answer a questionnaire that is optimized based on data. Based on the survey, a personalized program that solves their specific problems is created. 

Master English is priced as a premium service, but one that the target group can afford. In the US it costs $13.99 per month and in Mexico it costs 279 pesos per month (both just over €10/month). 

Many language learning apps offer a wide range of exercises that the user can practice freely. Unlike these, Master English provides a clear path for the user to follow. Its customers appreciate a personalized learning plan and accurate information about their progress: what has already been learned and when will I be able to work in English? 

An essential part of motivating teaching is optimizing the topics, exercise types, and difficulty levels for each individual so that use of the app is varied and effective. 

Sustainable competitive advantage with deep technological expertise

Advanced technological development in language learning started even before the company was founded. Individual optimization (patent 10 074 290 in the US) means that the speed of progress and repetition of individual items is optimized for each client personally. Individual optimization is used in all of the company’s products and has been awarded in many competitions. 

The Speak with AI® technology (patent application 16/684,619 in the USA) teaches spoken English like a private tutor and is already in use in the Master English app. 

Natural language processing and natural language understanding (NLP/NLU) make it possible to learn languages with advanced material that the users themselves generate. 

To reach high-level language skills requires a lot of varying learning material. Not having to produce material beforehand significantly quickens the development of the service. In addition, it makes it possible for each learner to learn with material that interests them. NLP/NLU technology is in test use and meant to be integrated into the Master English service by the end of 2022. In tests, it is receiving appreciative feedback already now. 

The company is actively developing new learning technologies. Currently, there is an ongoing project supported by Business Finland (the national organization for innovation funding) to develop the detection of the fluency of speech and means to measure and demonstrate improvement in language skills. 

Based on the strongly protected Master English® brand

The Master English trademark was validated from dozens of alternatives in market surveys in 2020. To protect its opportunity for rapid international growth, it is registered in countries such as:

Phased rapid expansion

The Master English business is managed using an approach familiar from the world of gaming. The first version of the product is quickly released to the test market, where it is developed to its peak with data-based rapid testing. The first phase of expansion involves rolling out the product to similar markets. Finally, an Android version will be offered alongside the current iPhone version, and the market will be rapidly expanded. 

The challenge is to develop a digital service that can be profitably sold to a significant portion of users in a single market. Once successful, expansion will be relatively straightforward through the addition of advertising channels, operating systems, and markets. 

Go-to-market on the home stretch

Based on market research, Spanish-speaking iPhone users in Mexico and the US were selected as the first markets for the Master English program. Although there are many more Android phones, iPhones form a larger education market in these countries when measured in euros. 

ROAS shows the profitability of digital business 

ROAS (return on advertising spend) measures the profitability of advertising. It predicts how much of the advertising spend spent on acquiring a customer is returned in sales per year. When ROAS is above 100%, sales of the service can be increased profitably and very quickly. 

The ROAS of the Master English service was 113% in February 2022 and 110% in March 2022. 

ROAS is affected by customer acquisition and customer retention. A key measure of customer acquisition for mobile apps is purchase conversion. It indicates how many people who download an app convert into paying customers. 

Customer acquisition excellence through determined work 

When the company started to penetrate the US market with WordDive in 2018, the purchase conversion rate was 0.2%. So, two out of every thousand visitors acquired through advertising bought a language course. On average, iOS app conversion in the US is 2.2% [Qonversion, In-app subscription benchmarks, fall 2020]. That is about ten times better than the company’s starting point. 

However, the company did not give up, and the same team was determined to improve the service based on customer data. As part of the process, the company also decided to change its flagship product from WordDive language courses for all to a highly targeted Master English program. 

Now, in February 2022, the Master English app's purchase conversion rate in the US is 12%, i.e., five times better than the average and amongst the very best of education and well-being services.  

Focus on customer retention in the coming months  

The initial criteria for starting the first expansion phase were ROAS above 100% and monthly sales of around €70,000. Both were achieved in February 2022. In addition, trial sales in South America in February-March 2022 confirmed the demand in the entire Spanish-speaking region. 

The Master English app’s rating in Apple’s App Store is already exceptionally good, 4.9/5. However, based on internal metrics, the company believes that it can still improve customer retention significantly. 

Please note that Master English is now only available in North America. That is why the app is not yet available for download in Europe. 

A typical user gives a new service only one chance. The better experience they have then, the more likely it is for them to use the service again and to recommend it. Thus, before the first expansion phase, the company wants to implement at least the following three improvements: 

  • Visualizing personal progress: building the user a personalized program based on their objectives, setting motivational milestones, and presenting progress in concrete terms. 

  • Advanced communication: communicating through personalized push notifications and emails how the user is progressing towards their goal, and what they should do today to stay on track. 

  • Motivational tutor videos: integrate short videos into the app that are used to teach and to motivate the user. Based on data, a specific video can be shown at just the right point, creating a personal trainer–like user experience. 

The target is for these changes to raise the ROAS of the service to 120–130% before the first expansion phase starts in fall 2022. 

Android support to accelerate growth in 2024 

In 2024, the Master English program is meant to be extended to Android devices, too. The company uses the Unity platform, so technologically Android support could be released immediately, and an Android version has already been made for internal testing. However, support for hundreds of different Android devices slows down development significantly, so it is deliberately being delayed. 

New markets chosen by testing 

The company has extensive data on digital English learning and the use of educational apps in all major markets. Capturing new markets is planned in stages on this basis, but always backed up by testing. This simply means launching sales in a few promising markets first. Then, the data is analyzed and growth is concentrated on the best one or two. 

Master English sets itself apart from competition by focusing

To the company's knowledge, there is currently no widely known, proven solution for learning high-level English fully digitally. Now, a technologically capable and fast-moving team has the potential to capture a large market share. 

The company believes that for large companies teaching the basics of dozens of languages it will be difficult to achieve a leading position pedagogically, technologically, and brand-wise in a relatively narrow segment where the goal is to achieve comprehensive capability to perform demanding work tasks in English. 

The company monitors a number of language teaching services, but in particular it follows seven companies focused on English language teaching in North and South America. The companies are selected on the basis of revenue, growth, and self-reported information. The companies are referred to here as A–G in order of revenue (A largest, G smallest). 

A focuses on teaching 6,000 English words. The repetition of words is optimized for each user. 

B is an AI-based service that focuses on spoken language skills, especially pronunciation. B competes with the company’s Speak with AI technology, but focuses on only one language skill area. 

C combines diverse digital learning material with online-based, teacher-led studying. In C, a starting level is chosen, but after that each user follows the same path in the app. 

D focuses on teaching vocabulary on topics the user choses. The repetition of words is optimized for each user. 

E focuses on common phrases and idioms. They are learned with the help of small games. 

F offers a broad range of English-language books where you can easily check the translation for words. In addition, F offers vocabulary and grammar exercises. 

G focuses on teaching vocabulary and grammar with exercises and detective stories.

Based on the company's analysis, Master English and C differentiate themselves from other competitors by focusing on serving ambitious customers who want to achieve the broad language skills required for demanding jobs. 

According to the analysis, Master English differs from C by offering a fully digital solution and by building a personalized pathway for each student based on their needs. A personalized learning path has a big impact on the effectiveness of learning and the motivation to study. 

Financial figures

Three scenarios have been drawn up for the development of the company. They differ from each other in terms of the Master English business. 

In all scenarios, the WordDive business is planned to develop with a combined revenue growth rate and EBIT rate of 30%. Based on the history of the business, development plans, strong domestic market position, and rapid growth of the industry, this is considered realistic. 

For the Master English business, the starting point of the scenarios is that in 2022–2023 the business will achieve significant growth in North and South America.

The first expansion phase of Master English in 2022–2023 will be based on a straightforward increase in advertising channels and markets. From autumn 2022 onwards, sales of the service will be increased in markets similar to Mexico and the US. In practice, this means sales to Spanish-speaking iPhone users throughout South America. 

The company conducted trial sales in South America in February–March 2022. It showed that there is demand for the Master English service in the region, and that the advertising and technology work. As a result, the company believes it is likely that expansion will proceed quickly once it is begun. 

The aim of the first phase of the expansion is to use user-generated data and feedback to refine the service to such a high level of quality that it can be extended to Android devices in 2024–2026, and rolled out to Europe and Asia. 

The main difference between the scenarios is how scaling the Master English business globally succeeds in 2023–2026. 

Scenario 1: Unicorn

First expansion phase 2022–2023 

In scenario 1, expansion in all of South America succeeds as planned. In addition, in 2023 the first markets in Europe are opened. In scenarios 2 and 3, the first expansion phase is limited to North and South America, and growth is slower than in the first scenario. 

Fast global growth 2024–2026 

In the scenario of fast growth, the objective of the Master English business is 200% annual growth in 2023–2026. This is meant to be achieved by expanding into the large markets of Europe and Asia so that in each new market a significant market position and profitability are quickly attained. 

According to the company’s current understanding, the most important new markets in Europe from 2024 onwards are France, Italy, and Turkey. Respectively, in Asia the first targets are South Korea, Japan, and Indonesia. They are large markets which, according to research by the company, have a strong need for high-level English skills. 

A revenue of 100 million euros in 2026 would mean slightly over 2% of the market share of the estimated global market for high-level English learning. With an EV/sales ratio of 10, 100 million euros in revenue and in sales in 2026 means a valuation of one billion euros, which is the definition of a unicorn. 

According to the assessment of WordDive Group, scenario 1 requires additional funding of €10M in fall 2023 and €20M in spring 2025. Both additional investments are expected to lead to a dilution of 17% (new shares to be issued at 20% of the number of old shares). 

Scenario 2: Fast international growth

Scenario 2 differs from the first scenario in that growth in North and South America goes according to plan, but for some reason the company does not achieve a significant position in Europe or Asia. 

Less additional funding is needed because new markets are not being penetrated as actively. WordDive Group estimates that this scenario will require an additional €6M of funding in 2023–2024. This additional funding is anticipated to result in a dilution of 17%. 

Scenario 3: Slow growth

In a slow growth scenario, Master English only succeeds in the Spanish-speaking regions of North and South America. Master English revenue catches up with WordDive in 2024, but then for some reason slow down to grow at the same 25% annual rate as the global market. 

In the slow growth scenario, any profit will be invested in growth and no further investment will be made in the company after 2022. In this situation, the natural course of action is to look for cooperation opportunities. In practice, an attempt would be made to spread the company's deep technological expertise to tens or even hundreds of millions of users through licensing or consolidation. 

The revenues from possible licensing have not been estimated and are not included in the calculations presented. 

Comparison of scenarios

2021 2022 2023 2024 2025 2026
SCENARIO 1: UNICORN 
Revenue 2 429 2 986 5 910 17 037 43 821 112 220
EBITDA -1 005 -1 823 -2 263 -1 179 2 775 22 426
Balance sheet total 5 375 6 218 13 757 14 536 43 244 82 777
SCENARIO 2: FAST INTERNATIONAL GROWTH
Revenue 2 429 2 986 5 235 10 737 25 971 63 355
EBITDA -1 005 -1 474 -1 411 419 3 198 13 992
Balance sheet total 5 375 5 366 6 701 10 342 16 535 39 384
SCENARIO 3: SLOW GROWTH
Revenue 2 429 2 858 4 133 5 597 6 701 8 120
EBITDA -1 005 -794 159 999 1 319 1 704
Balance sheet total 5 375 4 511 3 568 3 554 3 410 3 791

Financial figures of the entire company

ACTUAL FORECAST
WordDive Group Ltd.  2021 2022 2023 2024 2025 2026
 Revenue growth %  - 23 75 105 142 144
 Revenue  2429 2986 5235 10737 25971 63355
 Sales margin  1097 1205 1509 3853 8997 24582
 EBITDA  -1005 -1474 -1411 419 3198 13992
 Operating profit (EBIT)  -1240 -2245 -2304 -587 2120 13130
 Interest and financing expenses  -2 -112 -94 -94 -19 -19
 Net Income After Taxes (NIAT)  -1242 -2357 -2398 -681 2101 12111
 Balance sheet total  5375 5366 6701 10342 16535 39384
 Equity ratio %  51 42 42 50 44 49
 Number of employees (FTE) 32 31 32 35 45 63

 The table numbers are TEUR. 

Company Valuation

The price per share in this share issue is €22. In the previous share issue in August 2021, the share price was €20. Since then, the WordDive business has demonstrated strong profitability for the full financial year and the Master English business has achieved an excellent level of customer acquisition. 

However, the company would like to further build on the customer retention of the Master English business before rapid expansion begins. For this reason, and in view of the prevailing general economic situation, the share price increase is moderate

The EV¹/sales ratio in this share issue is 6.1, based on the sales estimate of 2022. 

 WordDive Group Oy 2016-12 2018-03 2019-12 2020-08 2021-08 2022-04 E
 Pre-money valuation (M€)  5,0 9,0 11,7 15,8 16,6 19,1
 Cash reserve (M€) 0,1 1,0 1,7 1,5 1,3 0,8
 Enterprise value (EV, M€) 4,9 8,0 10,0 14,3 15,2 18,3
 Sales (M€) 1,0 (2016) 1,4 (2017) 2,0 (2019) 2,6 (2020) 2,4 (2021) 3,0 (2022 E)
 EV/Sales 5,1 5,6 5,0 5,5 6,4 6,1

Business value in share issues 2016–2022.  

Russian military action in Ukraine has only an indirect impact.

Russia and Ukraine are not active or planned markets for the company. The invasion of Ukraine is regrettable, but so far it has only an indirect impact on the company. The effects have been taken into account as a moderate increase in the subscription price, even though the development of the company has been very significant after the previous share issue. 

¹ EV, Enterprise value

Exit Scenarios

Aufzählung erstens

Target: unicorn in 2026 

If successful, the Master English business has the opportunity to exceed 100 million euros in revenue in 2026. This is the main objective of the company, although as the so-called fast growth scenario. 

Very fast growth requires additional funding. In connection with these funding rounds, existing shareholders may have the opportunity to sell their shares. 

Aufzählung zweitens

Consolidation 

The market for digital language learning is large and growing very fast. This could lead to a development where companies are merged to increase market share or create a better product than the competition. 

When the market consolidates, the strongest companies will be those with a large customer base, a strong brand or superior technological expertise. In the event of consolidation, shareholders may have the opportunity to sell their shares. 

Aufzählung drittens

Listing 

Rapid international growth can be financed by VC investments, by seeking growth financing from multiple sources or by listing on a public market such as Nasdaq Helsinki First North (earlier for growth financing) or Nasdaq New York (later for a final exit). IPO as a possible alternative to finance growth will be explored as early as 2023

Use of funds

The minimum amount of the share issue, €500,000, will be used to improve the customer retention of Master English. The aim is to use this investment and the operating profit generated by the WordDive business to make Master English’s ROAS clearly profitable (120–130%) before starting the first expansion phase in fall 2022

If more funds are raised in the share issue, they will be used to scale up the Master English business. In practice, the aim is to capture as large a share of the fast-growing market as possible.

In order to maintain flexibility, the company's Board may, if necessary, amend the plans presented and redirect funds to purposes that best support the company's growth and profitability. 

Issue Terms

In this funding round a minimum of 22 728 (EUR 500 016) and a maximum of 90 909 (EUR 1 999 998) new shares of WordDive Group Oy (2259582-6, thereinafter the “Company” or “WordDive”) are offered for subscription. The offered shares are WDA-shares. From the section Shares and options, you can find more information about the different shares of the Company.

If less than 22 728 shares are subscribed, the Company’s Board of Director’s is obligated to cancel the issue, in which case paid investments will be refunded to the investors. No interest is paid to the refunded subscriptions.

The Board of Directors reserves the right to raise the maximum amount of the funding round.

The shares entitle their holder to dividend and other shareholders’ rights from the moment the shares have been registered to the trade register and have been added to the shareholder list.

The subscription price per share is EUR 22, and the minimum subscription is 30 shares corresponding to EUR 660. A maximum of EUR 1 999 998 can be raised in this funding round.

The Subscription Price for the new shares must be paid in full in accordance with the instructions provided by Invesdor to the customer deposit account pointed by Invesdor or in the case of external investments to the bank account pointed by the Board of Directors.

The subscription period starts on 8.4.2022 and ends at the latest on 16.5.2022. The subscription period on Invesdor’s platform starts on 8.4.2022 and ends preliminary on 10.5.2022.

In case of oversubscription of this share offering, the Board of Directors may decide to suspend the issue without prior notice. In case of an oversubscription the shares shall be allocated in the order of subscription (“first come, first served”). In case of oversubscription the Company’s Board of Directors have a sole and unlimited right to accept and reject share subscriptions.

The capital gathered in this share issue will be recorded entirely to the reserve for invested unrestricted equity.

The shares will be subscribed by making a subscription commitment on Invesdor’s online platform and by approving Invesdor’s applicable terms and conditions, and adhering to Company’s Minority Shareholders’ Agreement, or otherwise as indicated by the Company’s Board of Directors.

The Company's Board of Directors decides on the acceptance of subscriptions after the subscription period has ended. Subscriptions may be accepted in whole or in part or rejected.

The Company currently has 867 552 registered shares. The Company has two (2) series of shares: WDA and WDB series. There is 825 779 registered WDA-shares and 41 773 registered WDB-shares. WDB-share can be converted into a WDA-share at the request of the shareholder. The WDB-share will be converted into a WDA-share upon registration in the Trade Register. One WDB-share entitles the holder to one WDA-share. The WDA and WDB shares each carry one vote for the holder.

The transferee of the Company’s shares must adhere to a Company’s Shareholders’ Agreement.

The Company currently has (8.4.2022) 96 600 outstanding options, which entitle their holders to subscribe for 96 600 new WDA-shares of the Company. The Company’s Board of Directors has an authorisation to issue 19 300 more options until 31.12.2022.

The Company has received external investments to the funding round arranged on Invesdor’s platform. These external investments are part of this share issue and are included in the progress amount visible on the website. These external investments are made under the same terms as the investments via Invesdor’s platform, meaning that the subscription price is also the same. These external investors have an existing shareholders’ agreement in place.

When investing, the investor must adhere to the Company's Minority Shareholders’ Agreement (dated 25.03.2022), which is attached to this pitch page. Adhering to the Minority Shareholders’ Agreement is a mandatory part of the investment process. In the Shareholders’ Agreement, the investor:

  • Undertakes not to require any certificates for the shares
  • Undertakes not to sell, transfer or otherwise dispose the shares to any party who has not adhered to the Agreement as a minority shareholder
  • In connection  with  the  Company’s  future  financing  rounds, undertakes  to  vote  and  act  at  the general meetings of shareholders and issue any necessary shareholder consents in accordance with the instructions  received  from  the  Board  of  Directors  of  the  Company

In addition, the shareholders

  • Have a Drag-Along and Tag-Along right
  • Undertakes to, in connection with an Exit, take all necessary and requested actions and support all decisions necessary to consummate the Exit

Please familiarize yourself with the attached Shareholders’ Agreement carefully before investing.

The Company’s current shareholders have a separate Shareholders’ Agreements in place. Even though the investors investing in this offering do not join these agreements, some provisions may be of interest to them:

  • Certain resolutions of the Company’s shareholders’ meeting require at least 2/3 majority of all cast votes and all shares represented in the shareholders’ meeting, in addition some resolutions requires that the resolution is supported by a qualified majority of the shares represented at the meeting for each class of shares
  • Restrictions on selling, transferring, and disposing of shares
  • Certain shareholders have Drag-Along and Tag-Along rights under certain criteria defined in the shareholders' agreement
  • Certain shareholders have broader information rights than those who invest in this issue
  • Certain shareholders undertake to vote and give the necessary consents at the Company’s shareholders’ meetings in the manner directed by the Board of Directors in relation to future funding rounds of the Company
  • WDB-shareclass holders have the right to appoint on (1) member to the Board of Directors and one (1) observer

Risks

Risks related to investing include: 

Macroeconomic risks, such as 

  • Coronavirus pandemic or another pandemic 

  • The international financial situation 

  • Risks related to politics and regulations, including armed conflicts  

Business-related risks, such as 

  • Changes in taxation, laws, regulations, authority operations or customs policy in North America, South America, Europe, Asia, or another region’s target country 

  • Changes in the level, strength, and structure of demand 

  • Competitive situation and excess capacity in the markets 

  • The cost variation of digital advertising 

  • Environmental, health, workplace, and other legislation 

  • Execution of business strategy 

  • The extent of insurance coverage 

  • Historical growth is not a guarantee of future development 

  • Industrial action and other possible business interruptions 

  • Product liability and warranty claims 

  • Risks related to entry into markets and growing market share 

  • Risks related to licenses and licensing partners 

  • Risks related to technology and development 

  • Risks related to the company’s brands, trademarks, and image 

  • Risks related to the operation, delivery capability, and products of subcontractors 

Funding-related risks, such as 

  • Interest and currency risks 

  • Risks related to possible new share issues and other financing arrangements 

Share-related risks, such as 

  • In Finland, there is currently no active marketplace for unlisted shares, so the opportunity to sell shares at a particular moment is very limited, and it is even possible that shares that have been bought cannot be sold later 

  • Largest shareholders have substantial influence 

  • No authority has assessed the information provided in connection with this share issue 

  • Risks related to new share issues or other arrangements 

  • Shares are not listed for public trading in any stock exchange 

The risks listed above are not the only risk factors affecting operations of the company. Also other risks and uncertainty factors that the company currently does not identify or currently considers to be irrelevant may have an integral effect on the business operations, business result, and financial standing of the company.

SWOT-analysis

Strenghts Weaknesses

  • A clear focus: a high level of English (professional fluency) for trained professionals 

  • An established and profitable solid foundation: the WordDive business. 

  • Master English's customer acquisition is already at an excellent level. 

  • Advanced technological expertise, e.g. individual optimization, Speak with AI and NLP/NLU technologies. 

  • Solid pedagogical know-how based on the Finnish education system. 

  • The processing of commercial and product development data still needs to be significantly automated. Corrective action: automation will be increased on a monthly basis. 

  • Senior-level skills in certain marketing and product development tasks rely on one person. Corrective action: bottlenecks have been identified and the company actively works to ensure that at least two people can handle critical tasks. 

  • Competition is intensifying for lower-level learning. Corrective action: the company focuses on markets in which it already has a strong position, and to the emerging market for high-level language skills. 

Opportunities Threats

  • Digital language learning is growing very quickly. 

  • High-level English learning is an emerging new segment that does not yet have a leading player. If successful, Master English has the potential to become the global leader in this segment. 

  • Services that are currently completely consumer-oriented can be extended to business and educational markets in the future. 

  • Can the company recruit the top talent needed for rapid international growth in Tampere? Corrective actions if necessary: remote work, subcontracting or an office abroad. 

  • Big companies like Apple or Google decide to offer services for high-level language learning. A possible corrective action: strong technological development so that it is better for the big players to acquire us rather than to try to develop similar expertise. 

  • Digital language translation services reduce the need for studying. Corrective action: focus on advanced language skills, which are needed, for example, to build confidence, to sell and to stand out in the labor market.

Updates

5 May 2022

The share issue of WordDive Group Ltd. has now been oversubscribed. The Board of the company has decided to close the share issue on Friday 6 May 2022 23.59 (CEST).

3 May 2022

The maximum amount of the share issue, €1,999,998, has now been reached.

However, it is still possible to invest in this share issue.  In case of an oversubscription the shares shall be allocated in the order of subscription (“first come, first served”). If some investments that were made before the maximum was reached are not included, an equivalent amount of oversubscribed investments can be included in the issue using the same allocation principle. If an investment is not accepted, the payment made will be refunded.  No interest is paid to the refunded subscriptions.

21 April 2022

The company has decided to provide the most recent financial figures for Master English.

The exact economic figures of the Master English business for March 2022 have now been calculated.

Sales March 2022: predicted €80,000, actual result €90,900

Sales Q1 2022: predicted €200,000, actual result €210,500

ROAS estimate: predicted 110%, updated 117% 

These figures have not been updated to the share issue materials.

Questions? 
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Invesdor Kontakt: Anne Schnürpel