The business of the Company is subject to a number of risks and uncertainties that could adversely affect its financial performance. Such risks include, but are not limited to, any alteration in general economic conditions and trends including, for example, changes to interest rates, rates of inflation, industry conditions, or political and diplomatic events, tax laws, regulation and other factors which can substantially and adversely affect equity investments and the Company's prospects. Such risks also include the ability to obtain any required consents and to implement the business plan, the impact of competition and associated pricing pressures, changes in interest rates, the impact of war and terrorism and other risks and uncertainties, many of which are beyond the control of the Company or its advisers. A loan to the Company therefore carries substantial risk and is suitable only for persons who can assume the risk of losing their entire loan. Before subscribing for Debentures, prospective lenders should consult independent qualified professionals for investment, legal and tax advice and consider, among other factors, those below. Moreover, the information set out below does not purport to be an exhaustive summary of the risks affecting the Company. Potential lenders are urged to take independent advice before proceeding.
There can be no assurance that the Company will achieve its investment objectives. There is no operating history by which to evaluate the Company's likely future performance. The investment results of the Company will be reliant upon the success of selected investments and the competences of the Directors.
Repayment of Debentures and interest
The Company has no assets or income other than which it derives from the loans and its investment strategy; if any of the mentioned risk factors results in the investment income being reduced then the Company may not be able to repay the Debentures or the interest payable on them.
Past and current performance does not imply that future trends will follow the same or similar pattern. Projections made in this Information Memorandum may not be achieved. Holders may not get back the full value of their investment and in certain circumstances Holders could lose all of their investment. The value of the investment could go down as well as up. This may be a function of changed market conditions including an adverse movement in exit yields.
General Investment and Trading Risks
All investments present the risk of loss of capital. Such investments are subject to investment specific price fluctuations as well as to macro-economic, market and industry-specific conditions including, but not limited to, national and international economic conditions, domestic and international financial policies and performance, conditions affecting particular investments such as the financial viability of national and international politics and governmental events and changes in income tax laws. Moreover, the Company may have only limited ability to vary its investments in response to changing economic, financial and investment conditions.
Although the management is experienced, the Company has no history in this marketplace upon which an evaluation of the Company and its prospects can be based. The Company's business must also be considered in light of the risks, expenses and problems frequently encountered by companies at an early stage of development. Failure to achieve predicted returns on investments may result in income growing more slowly than anticipated or not materialising at all.
Ability to Generate Income
The business is at an early stage of income generation and as a result, aspects of its business strategy are not proven. At this stage, the Company cannot with certainty say that it will generate the investment returns to the extent it has projected. Further, even if the Company is able to generate a sufficient return on its investments, the value and profitability of those investments may not be sufficient to ensure the long-term efficacy of the Company's business strategy.
Certain statements in this Information Memorandum may constitute forward-looking statements relating to such matters as business prospects, new products, services and similar matters. A variety of factors could cause the Company's actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements.
No representation is or can be made as to the future performance of the Company.
Debenture issuance risk
There is a risk that the FCA, or a change to the applicable legislation, prohibits the issue of the Debentures, or limits the classes of people to which the Debentures may be offered/issued, such that the Company is not able to raise as much money as expected.
There is a risk that the structure may change and this may in turn give rise to new risk factors, which cannot be anticipated at present.
This Information Memorandum is prepared in accordance with the Directors' interpretation of current legislation rules and practice. Such interpretation may not be correct and it is always possible that legislation rules and practice may change. Any such changes and in particular any changes to the basis of taxation tax relief rates of tax or an investors tax position may affect the availability of tax reliefs and deferrals and may also affect the return made by the Company. Any changes to the taxation environment (including any changes to any applicable legislation or practices of the tax authorities) or a change in the tax treatment of the Company or Holders may affect the after-tax investment returns to the Company and thereby the Holders will have to consider their own tax position.
The market price of an investment owned by the Company may go up or down, sometimes unpredictably. The value of an investment may decline due to general market conditions, such as real or perceived adverse economic conditions or general adverse investment sentiment. Investments may also decline in value due to factors, which affect a particular market sector.
The Company may invest in projects or companies based in developing countries. Investments in developing countries may be less certain and more difficult to protect. Economic conditions in developing countries may affect the successful development of such projects or companies and political instability may also have potential negative effects.
Investment and Management Risk
In the event of the death, departure, insolvency or withdrawal of any key individual from the board of the Company, the performance of the Company may be adversely affected and the Company may cease to trade and return its assets to the Holders.
Substantial Fees Payable Regardless of Profit
The Company will incur obligations to pay costs. The Company will also incur obligations to pay the fees set out in "Fees and Expenses" and all operating, legal, accounting, auditing, marketing, travel, administration, management and other fees and expenses, including the costs of this Information Memorandum. These expenses will be payable regardless of whether the Company makes a profit. For further information, please see the section titled "Fees and Expenses".
The Company's investment approach may generate substantial transaction costs, which will be borne by the Company.
Amortisation of Organisational Costs
The financial statements of the Company will be prepared in accordance with UK Generally Accepted Accounting Principles. UK GAAP does not permit the amortisation of organisational costs. Notwithstanding this, fees will be amortised on a straight-line basis in the accounts of the Company over the first 60 months of the Company's operations, or such shorter period as the Directors may decide. This may result in the audit opinion on the annual report being qualified in that regard.
Illiquidity of Debentures
It is not anticipated that there will be an active secondary market for the Debentures and it is not expected that such a market will develop. In addition, there are limitations on transfers and Debentures are only redeemable under limited circumstances as set out in this Information Memorandum. Investment in the Debentures is therefore illiquid and involves a high degree of risk,
Lack of Investor Participation
The Holders will not have any right or power to take part in the management of the Company.
Daily Debenture Certificate issuance that will have equal ranking
The Debenture Certificates can be issued daily and so, irrespective of the Issue Date of each Debenture Certificate, all Debenture Certificates will rank equally and they will have a 3-year period of investment from date of issue, unless otherwise decided by the Directors.
In the event of default
For a default to occur holders holding 75% or more of the Debenture Certificates need to give notice of that default or the Company will call a default itself.
Where the Company invests in securities that are not subject to withholding tax at the time of the acquisition, there can be no assurance that tax may not be withheld in the future as a result of any change in applicable laws, treaties, rules or regulations or the interpretation thereof. The Company will not be able to recover such withheld tax and so any change would have an adverse effect on its value. In the event that in the future such securities cease to be subject to withholding tax, the benefit thereof will accrue to the subsequent purchaser and not to the Company.
This risk represents the likelihood that the management team will underperform, and that other unforeseen delays may occur. In the event of unforeseen circumstances or any natural disasters that are out of the control of any one person or entity, the returns payable may fall. Under these circumstances, there is no assurance given that the investment will achieve the target of return. An investment of this nature involves a degree of risk; investors must be prepared to bear the economic risk of this investment.
Reliance upon Company due diligence
Although the Company will carry out full due diligence and verification of all documentation concerning its investments, there is the risk that if the due diligence done turns out to be incorrect, this could result in the relevant investment not generating income and resulting in the non-payment of interest by the Company.
There is the potential risk of loss from fluctuating foreign exchange rates where the company has exposure to foreign currency or in foreign-currency-traded investments.
The regulatory environment is evolving and changes therein may adversely affect the Company. In addition, the regulatory or tax environment is evolving and may be subject to modification by government or judicial action, which may adversely affect the value of the investments held by the Company. The effect of any future regulatory or tax change on the Company is impossible to predict.
New Company Risks
The Company is newly organised and therefore has no operating history upon which prospective Holders may base an evaluation of the likely performance of the Company.
THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF ALL THE RISKS INVOLVED IN THE OFFERING OF DEBENTURE CERTIFICATES. POTENTIAL HOLDERS SHOULD READ THIS INFORMATION MEMORANDUM AND ALL OTHER AVAILABLE DOCUMENTS IN THEIR ENTIRETY BEFORE DECIDING WHETHER OR NOT TO SUBSCRIBE FOR DEBENTURE CERTIFICATES AND SEEK INDEPENDENT ADVICE.