An exciting investment opportunity for investors looking for generous returns on investment of up to 5 years.
All client investments into Synergy Bridging Finance (SBF) go into Loan Notes that are secured against Uk Property.
The Loan Note interest rates on offer are your share of the returns that SBF makes through running its businesses.
Why Choose SBF?
- SBF delivers high quality customer service.
- SBF uses plain English to support client understanding.
- SBF is fair and honest in all aspects of its business.
- SBF is happy to support clients with all SBF related paper work.
- SBF is available to answer your SBF investment questions.
What Are my Investment Options?
- SBF has relevant industry experience operating within the sector.
- SBF creates investor flexibility by offering investor terms of up to 5 Years.
- SBF has experience in bridging, property management, property investment and development.
LEARNING ABOUT LOAN NOTES
- Request our Loan Note Questions & Answers
- Email Ciaran a specific Loan Note Question: email@example.com
- Consult a suitably qualified individual
Support from SBF Ltd Throughout
- We will answer your questions
- We will help you complete your paperwork
- We will provide all legal documentation needed for investment
HOW SBF MAKES ITS RETURNS
SBF’s returns are generated within the bridging finance market.
Good interest rates are possible due to SBF’s low overheads, highly profitable loan selection and limited market competition.
All Investment is secured against UK property.
How Does SBF Provide Client Security and Peace of Mind?
- A solicitor sets up all investment.
- A solicitor administers all instructions.
- A solicitor registers all UK property security.
BRIDGING FINANCE SECURITY
Personal guarantees will be given by at least one and often two or more individuals, to add security to every property loan. A debenture will be given over the borrowing company.
SBF’S SOCIAL, LEGAL & BUSINESS RESPONSIBILITY
Investing through a Regulated Individual:
SBF is happy to take investment into the company from the clients of FCA authorised Financial Advisers and Investment Managers.
In these circumstances the regulated individuals will have completed their own due diligence into SBF when determining the overall suitability of the investment.
Investing Directly with SBF
To meet with Financial Conduct Authority (FCA) requirements and the terms of the Financial Services & Markets Act (2000) Financial Promotions Order 2005 (FPO), Synergy Bridging Finance Ltd will only engage with those investors whom it reasonably believes are Certified High Net Worth Individuals (HNWI) or Certified Sophisticated Investors or High Net Worth Businesses.
FSMA (2000)-S.21 and FPO (2005) allows SBF to only promote to, communicate directly with and do business with clients in these certified categories.
SBF wishes to support unsophisticated clients by preventing them from engaging with services and finance structures that they are unlikely to understand.
HOW SAFE IS THE INVESTMENT?
Safety in Equity
We plan every transaction to ensure sufficient equity is left as security to cover the loan amount, arrears, foreseeable falls in property values and legal fees required to collect the loan.
Safety in Security
First Charged Property Security is what provides our clients with the greatest safety when we lend money. Our solicitor secures the Company’s money and your investment by registering a legal charge over UK property.
Safety in Repayments
SBF’s planning ensures that clearly defined exits to our bridging loans are in place. Exits include but are not limited to property sales, mortgages and property refinancing.
An investment through SBF involves an investment in an interest rate receivable, from loans secured against UK property. The value of the property used as security can go down as well as up. Past returns are not necessarily a guide to future returns. The returns quoted are net of fees but are before the deduction of taxation that you are personally responsible for.
SBF loan note investment is not an investment regulated by the Financial Conduct Authority. Investors in SBF loan notes will not have the protection of the Financial Services Compensation Scheme or the support of the Financial Ombudsman Service.
Discuss your income solutions with
a FREE no obligation call back.
Contact SBF on: 07712 588 092
Synergy Bridging Finance Limited
Lower Ground Floor
63 Grosvenor Street
This document has been approved as a financial promotion by an appropriate regulated person under the terms of Financial Services and Markets Act (2000).
SYNERGY BRIDGING FINANCE LIMITED – LOAN NOTE with Secured Debenture
– 1 –
THIS PAGE CONTAINS IMPORTANT INFORMATION AND REQUIRES
YOUR IMMEDIATE ATTENTION
Before you subscribe for any Synergy Loan Note Investment Offering (“the Instrument” or “Loan Notes”) you should make sure that you fully understand the risks that are set out in this Information Memorandum and you should determine whether the investment is suitable for you on the basis of all the information contained in this Information Memorandum. Please be aware that in the event that the Company becomes insolvent, you may lose some or all of your investment. If you are in any doubt about the contents of the Information Memorandum or the action you should take, we strongly suggest that you seek professional financial advice, including advice on any tax consequences from your stockbroker, solicitor, accountant, bank manager or other independent financial adviser authorised by the Financial Conduct Authority to conduct investment business and who specialises in advising on investment in shares and other securities, including unlisted securities.
This document (the “Memorandum” or “Information Memorandum”) constitutes an invitation to subscribe for Synergy Loan Notes offered by SYNERGY BRIDGING FINANCE LTD (the “Company”) subject to the terms and conditions set out in this Memorandum. Applicants should not apply for any of the Synergy Loan Notes except on the basis of the information published in this Information Memorandum and the terms and conditions constituting the Synergy Loan Note Investment of the Company set out in this Information Memorandum.
Your attention is particularly drawn to the Risk Factors which are set out on pages 11 to 14 of this Information Memorandum. Prospective Investors should consider carefully whether an investment in the Synergy Loan Notes is suitable for them in light of their personal circumstances. Investment in an unquoted security of this nature, being an illiquid investment, is speculative, involving a degree of risk. It will not be possible to sell or realise the Synergy Loan Note Investment or to obtain reliable information about the risks other than that provided in this Information Memorandum to which they are exposed. There is no absolute guarantee that the Company will be able to repay them. The Synergy Loan Notes are not shares and do not confer any equity interest or voting rights in the equity of the Company. The Synergy Loan Notes will be secured debt of the Company. In the event of the Company entering into a formal insolvency process, holders of Synergy Loan Notes will rank ahead of other unsecured creditors of the Company but may still not recover their full investment. The Synergy Loan Notes are not protected from loss by the Financial Services Compensation Scheme.
This Memorandum does not constitute an offer of transferable securities to the public and, accordingly, this Memorandum does not constitute a prospectus to which the Prospectus Rules of the Financial Conduct Authority apply. Therefore, this Memorandum and the Instrument have not been approved or regulated by the Financial Conduct Authority or any other regulatory body. The directors of the Company have taken all reasonable care to ensure that any subscriber for Synergy Loan Notes (or their professional advisers) have access and can have access at all reasonable times to all information that he or they would reasonably require and reasonably expect to find for the purpose of making an informed assessment of the prospects of the Company and the investment opportunity in so far as they will affect subscribers for Loan Notes, and of the rights attaching to the Loan Notes. All relevant documentation, including copies of this document, the instrument constituting the Loan Notes and any form of acceptance are available from the directors, whose names and addresses are set out on page 4 of this document.
This Information Memorandum is not intended to be distributed to or made available to persons
– 2 –
outside the UK. Any persons who are in receipt of this Information Memorandum in jurisdictions outside the UK should inform themselves about, and observe any applicable legal requirements.
This Information Memorandum does not constitute an offer to sell or an invitation to purchase securities of any type in the Company in any jurisdiction.
All enquiries relating to this Information Memorandum or to a possible transaction involving the Company should be directed to the Directors as noted on page 4.
If you have not received this document directly from the Company or via an Authorised Person or an introducer appointed by the Company, your receipt is unauthorised. If this is the case, please either return this document to the Company (at its registered address shown on page 4), or destroy this document immediately. In case of any doubt, please contact the Company at the address noted on page 4.
This Information Memorandum, which is authorised as a Financial Promotion for the purposes of Section 21 of the Financial Services and Market Act 2000, is issued by the Company which accepts all responsibility for the information contained herein.
This Information Memorandum has been approved as a financial promotion for United Kingdom publication by GB Financial Consultants Limited, which is authorised by the Financial Conduct Authority, (FCA reference number: 400097).
|Part I Information on the Company and the Offering||5|
|Part II Risk Factors||11|
|Part III Additional information||14|
– 3 –
|Directors:||Ciaran Aggarwal & Samantha Pilbeam|
|Registered Office:||Lower GF, 63 Grosvenor Street,|
|Solicitors:||Aaron Burgess of|
Gillen De Alwis Solicitors
|Accountants:||David Parry of|
Fylde Office Service Bureau Ltd
28 Orchard Road
Lytham St Annes
Lancashire FY8 1PF.
|Financial Compliance & Regulatory Advisers:||CP Finance Consultants|
Maximum number of Loan Notes being offered for subscription: 5,000,000
Issue price: £1 per Loan Note (with a Minimum Tranche of 50,000 Loan Notes of £1 each per Investor and multiples of 1 Loan Note over the Minimum Tranche).
– 4 –
INFORMATION ON THE COMPANY AND THE OFFER
SYNERGY BRIDGING FINANCE LTD (“the Company”) is a new UK company operating throughout the UK, but based in London and looking to support property finance proposals within all UK property markets. A property secured lending business was piloted in January 2012, trading as ‘We Can Bridge’ (‘WCB’) with a loan book which stood at around £4.4 million on 1st May 2016. The new Company is seeking rapidly, but controllably, to build on the success of the pilot so as to satisfy the demand that it has identified from national and local property owners, investors and developers throughout the UK. The infrastructure and business relationships are in place to implement this expansion strategy.
The Offer is available only to certain specified persons and involves the subscription for Loan Notes in the Company, the sole purpose of which is to secured property loans to individuals and companies who have suitable security to offer, as described below.
The Offer is in respect of up to 5,000,000 Loan Notes in the Company, with a Minimum Tranche of 50,000 Loan Notes per Investor at a price of £1 per Loan Note. Each Investor will be permitted to subscribe for Loan Notes exceeding the Minimum Tranche in multiples of 1 Loan Note and at a price of £1 per Loan Note.
The Loan Notes may be redeemed no earlier than 364 days after being issued by the Company (save in certain specific circumstances, such as by written notice of the Company to the Noteholder in accordance with the Articles or the death of the Noteholder, and in that event only with the Company’s consent). Details of incentives to invest for longer are detailed in Part 1, page 7.
The subscription period for the Loan Notes will remain open for such period as the Company’s Directors consider fit, taking into account the speed and number of subscriptions for the Loan Notes. The Company anticipates that the period during which subscriptions will remain open will be six to twelve months from the date of this document and the maximum amount which will be raised by the Company in this series of Loan Notes will be not more than £5,000,000. The Directors may issue different series of loan notes at other times, either contemporaneously with these Loan Notes or following the closing of the Offer for this series of Loan Notes (as described above), but any associated security will always rank behind or alongside the security given to Noteholders within this series.
To apply to subscribe for Loan Notes, prospective Investors should fill in and return the Application Form. Instructions for completing and returning the Application Form are set out in this document (below).
THE PROJECT AND USE OF PROCEEDS
The Company utilises Investors’ funds to onward lend as Secured Property Bridging Loans to property businesses and individuals who have no blemishes on their credit files and who have a need for a swift and effective credit facility, not available by mainstream lenders or other property finance providers.
– 5 –
The funding is required by the Company to implement its property -lending strategy and grow its business both organically and through acquisition. It may be that further series of loan notes (on terms which may vary from those of the Loan Notes) will be issued or other borrowing may be undertaken in the future with security ranking behind or alongside (but not ahead of) the security given to Noteholders herein.
Further details about the Company’s property lending business are contained below in this document.
OVERVIEW OF BUSINESS
Since January 2012 the pilot company, WCB, via the business relationships of the directors, has lent in excess of £13 million, financing approximately 29 property projects with a delinquency rate considerably below the market norm, at just above 1%.
The average loan size is expected to be around £600,000 with loans of between £250,000 and £2,500,000 being offered in each transaction. The loans are used to fund property purchases, renovations and development through property market contacts. The Loan Note holders have their own loan book (with rights shared proportionately to subscription) and have security by way of a debenture, which is registered at Companies House, over the property loans within that loan book.
SYNERGY BRIDGING FINANCE LTD takes great care in selecting transactions to support and instructs valuations from a panel of independent RICS valuation surveyors, to indemnify the Company in its attempts to lend safely and responsibly.
SYNERGY BRIDGING FINANCE LTD operates in a market vacated by the banks and most other credit institutions since 2008. Strict and detailed underwriting is carried out on each loan. Human lending decisions are made as opposed to the traditional “computer says ‘no’” form of lending. Loans are made at a “premium” interest rate, when compared to mainstream lenders, to reflect speed of administration and higher risk profile. SYNERGY BRIDGING FINANCE LTD acknowledges that the monthly payments for some borrowers may be affected by personal circumstances. Should this be the case Integrity works with the borrower to bring his/her payments back on track. Based on the loans made to date experience has shown that once a default has occurred and been rectified, it is less likely to re‐occur.
SYNERGY BRIDGING FINANCE LTD does not hold a current Consumer Credit Licence as its type of lending activities are not covered within this body of legislation but considers itself as a responsible lender, given the pilot demonstrating a below-industry-norm delinquency rate. The Company promotes its lending business through a series of targeted marketing initiatives and valued industry connections. SYNERGY BRIDGING FINANCE LTD Limited has been approached by many property agents with requests to offer SYNERGY BRIDGING FINANCE LTD loans to those customers whose loan applications may have been approved by other finance houses but whose timescales for the issuance of loan documentation is too slow and therefore SYNERGY BRIDGING FINANCE LTD is looking to increase the size of its loan book to satisfy this demand.
It is important that SYNERGY BRIDGING FINANCE LTD roll out the expansion programme in a controlled manner to satisfy both supply and demand in equal measure. SYNERGY BRIDGING FINANCE LTD believes that outside investment in monthly tranches of up to £1 million could easily be utilised. This would still only capture a nominal UK market share.
– 6 –
All interest payments made on the property loans plus any repayments of capital, less overall costs will be on‐lent to compound the returns made by SYNERGY BRIDGING FINANCE and to increase the overall size of the SYNERGY BRIDGING FINANCE loan book and the financial strength of the Company.
KEY FEATURES OF THE INVESTMENT OPPORTUNITY
The key features and benefits of an investment in Loan Notes are as follows:
- Gross aggregate returns of 7.5% or 9% per annum, dependent upon attaining a 3 or 5-year consecutive completed investment term.
- Standard Interest paid annually or at the end of the 5-year term.
- Standard Interest of 6% per annum.
- Single Bonus Interest payable of 4.5% at 3 years consecutive completed investment term, and a further 10.5% at 5 years consecutive completed investment term.
- A further bonus of an additional 5% is payable on the 5-year Term Option if all interest payments are deferred until the end of the term.
- Low entry level for investment (£50,000).
- Noteholders’ subscriptions are exchanged for property loans to the same value such that cash and loan assets are ring-fenced for the benefit of the Noteholders in the event of a cash flow problem within the Company.
- Security of Investment is further enhanced by a First Ranking Debenture over the total assets of the Company, granted equally and proportionately in favour of each Loan Note Investor.
- The loan-to-value of the property loans is expected to be in the range 60% to 80% depending on other lending criteria and competition in the local market. Depending upon the level of deposit-contribution paid by the borrower this will provide an excess of collateral value over the property loan value.
- Proof of ability to repay the loans (‘proof of exit’) is required in every approved loan transaction.
- Subject to suitability criteria and the decision of any Pension Trustee, an investment in the Loan Notes may be open to participation by providers and trustees of HMRC-registered pension plans or schemes under Part 4 of the Finance Act 2004, which include “self-invested personal pension plans” (SIPPs) and “small self-administered schemes” (SSASs). Suitable Independent Financial Advice should be sought on such matters.
KEY FEATURES OF THE COMPANY
- SYNERGY BRIDGING FINANCE Ltd’s unique position in the market is placed between the banks offering much restricted mainstream property finance and the sub‐prime lenders offering finance at prohibitive rates.>/li>
– 7 –
- SYNERGY BRIDGING FINANCE Ltd in house underwriting team have over 25 years experience. The underwriting team adopts both a manual process and the latest computer software, which enables them to look at each application based on its merits, leading to sensible lending decisions.
With the pilot property financing business model now proven and relationships formed with many property professionals throughout the UK, SYNERGY BRIDGING FINANCE Ltd is looking to raise additional funds priced at a sustainable level for controlled expansion. Whilst the principal objective of the Company is to secure capital growth (and thus provide additional security) for Noteholders in respect of the payment of fixed returns and the return of the capital sums invested, income maximisation is also key for day-to-day cash flow management.
Subscribers will be entitled to receive an aggregate annual coupon (total interest payment) of up to 10%, subject to Term Invested and Deferment of Interest, on the total amount they invest. No compound interest applies to the interest payable in respect of the Loan Notes. Interest shall be calculated on the basis of a 365-day year. Periodic interest payments will be paid semi-annually in arrears and made in mid-July and mid-January each year. Interest will be calculated on a pro rata basis for loan notes purchased between the designated payment periods.
Whilst the Directors are confident that the Company should achieve sufficient capital growth to ensure that full capital and interest payments can be met, the nature of the Company’s proposed business strategy in providing property finance to borrowers who cannot easily obtain credit from mainstream lenders depends on demand for property finance from the bridging sector as well as the success of the Company’s Directors in keeping defaults and repossessions at a manageable level. The variety of possible outcomes affect the ability of the Company to prepare realistic annual budgets and targets, which are not therefore included in this document.
The Company, apart from the preliminary arrangements described in Part III of this document, has not yet traded significantly.
CAPITAL AND INTEREST REPAYMENT
Capital is repaid at the end of the term of the Loan Notes only (364 days (or later if notice is not served) from the date of the issue of the relevant Loan Note to a Subscriber or its pension trustee). The entitlement to interest will only commence the week after the week in which subscription monies are received by the Company.
Interest shall be calculated on the basis of a 365-day year. Interest payments or accruals will be made semi-annually in arrears and made in mid-July and mid-January each year. Interest will be calculated on a pro rata basis for loan notes purchased between the designated payment dates.
– 8 –
CORPORATE GOVERNANCE AND THE ROLE OF THE BOARD OF DIRECTORS
The Directors recognise the importance of sound corporate governance and the Articles make provision for any Director who has a conflict of interest in relation to any decision to step away from that decision.
The Directors welcome feedback and comment from our Investors at any time to the Board at its registered office, marked for the attention of the Directors.
The Board retains full and effective control over the Company. The Company intends to hold regular monthly board meetings at which financial and other reports are considered and, where appropriate, voted on. Apart from regular meetings, additional meetings will be arranged when necessary.
The Management Team
Ciaran is Bsc qualified in Business Studies and for the last six years has operated solely in the property finance industry as principal at ‘We Can Bridge’. Whilst operating WCB, he has transacted more than £15 million of finance for property businesses and also acted in a number of complex property development matters. This has enabled him to understand fully, the requirements of a property lender in relation to managing commercial pressures and ensuring the Company has the benefit of a robust ‘lending management system’. He utilises his experience and places great importance in loan documentation being correctly drafted and executed, in order that the Company can survive any legal challenge in the course of its operations.
For five years, prior to operating WCB, Ciaran had a career in property management and property investment brokering developing key contacts which are now vital to the future of Synergy’s operations.
Samantha has a wide commercial experience and assists Ciaran in the operations of the Company. In addition to this she assists with all Company administration-related matters and has overseen the development of inward lending by way of investment marketing and networking. Samantha has over twenty years experience in family businesses.
Head of Finance
The Company is currently in the process of creating the position of Finance Director with the intention to attract a professional with relevant sectorial skills.
A general guide to the taxation of interest for Subscribers who are resident in the UK is set out in paragraph 4 of Part III of this document and your attention is drawn to this section. Persons who are in doubt as to their tax position or who are subject to tax in jurisdictions other than the UK are strongly advised to consult their professional advisers.
– 9 –
It is expected that the Loan Notes will be registered in the names of the Subscribers subscribing for or acquiring them and issued or transferred in certified form, with the relevant certificate expected to be despatched by post no later than 30 days following subscription, which will (as noted earlier, for administrative convenience) take place at the end of the week following the week of receipt of funds. Funds will not be applied to or used by the Company prior to subscription. The involvement of third party intermediaries (such as pension trustees or other advisers) may, in some cases, delay the time for issue and registration of Loan Notes (i.e. there may be delays between receipt of fully executed Application Form, receipt of funds, and issues of the Loan Notes).
No temporary documents of title will be issued. All documents or remittances sent by or to a Subscriber, or as they may direct, will be sent through the post at the relevant Subscriber’s own risk.
The Company will procure the establishment and maintenance of a central register of Noteholders which shall, in the absence of specific evidence to the contrary, be definitive as to the identity, registration and time of subscription of each Noteholder. This will be reviewed by the Security Trustee. Pending the dispatch of definitive Loan Note certificates (as applicable), any redemptions or transfers of Loan Notes will be certified against the Company’s Loan Note register.
To subscribe, Investors should read and complete the Application Form which accompanies this document, and post that, together with the additional information and documents required by it to the registered address above, or submit through their professional adviser.
Prospective Subscribers should read the whole of this document, which provides additional information on the Company and the Offer, and not rely on summaries or individual parts only. In particular, the attention of prospective Investors is drawn to Part II which contains a summary of the risk factors considered by the Directors to be relevant to Investors considering investing in the Loan Notes.
– 10 –
An investment in Loan Notes involves a high degree of risk. Accordingly, prospective Investors in Loan Notes should consider carefully all of the information set out in this document and the risks attaching to an investment in the Company, including, in particular, the risks described below, prior to making any investment decision. The information below does not purport to be an exhaustive list or summary of the risks which the Company may encounter and is not set out in any particular order of priority. Prior to making an investment decision, prospective Subscribers should carefully consider all of the information set out in this Information Memorandum, and should consider whether an investment in the Company through the Loan Notes constitutes a suitable investment in light of their personal circumstances, tax position and the financial resources available to them. Potential Investors should seek advice from a stockbroker, accountant, fund manager or other independent financial adviser authorised under FSMA before making any decision to invest in Loan Notes.
The Company’s business, financial condition or operations could be materially and adversely affected by the occurrence of any of the risks described below. In such case, the value of the Loan Notes could decline due to any of these risks and Investors could lose all or part of their investment, although it will be secured on the Properties. Additional risks and uncertainties not presently known to the Directors, or that the Directors currently deem immaterial, may also have an adverse effect on the Company.
There can be no guarantee that the Company will achieve its stated trading objectives. The value of the Company’s assets may go down as well as up. Investors may therefore realise less than their original investment.
The Company is a newly- incorporated special purpose vehicle, established for the purposes of making this investment opportunity available and to utilise the experience and contacts of the Directors to build a valuable and substantial p ro pe r t y lending business. Without such a structure, this investment opportunity would be unavailable to ‘appropriate retail clients’. However, this does mean that the Company does not have a detailed trading history on which Investors can evaluate its potential future profitability from past performance.
Accuracy of borrower credit assessment
There can be no guarantee of the accuracy of the Company’s borrower credit assessments. When an
application for credit is received the borrower is required to submit the following documentation:
- Application form
- Bank statements to cover 12 week period prior to application
- Evidence of identity such as passport, utility bill
- Evidence of Property Value
- Evidence of business / personal income
- Full Property details
- Proof of ability to repay at full term of loan.
– 11 –
The application form may contain a full personal history questionnaire, income and expenditure breakdown and financial history questionnaire and details specific to the property being offered as security. The applicant’s identity is checked by the solicitor enacting the security documentation and credit status is checked against records held by Equifax, one of the three leading credit reporting agencies in the UK. The credit status, however, is not the primary decision-maker for the purposes of the Company’s lending. The credit status checks (other than avoiding applications from applicants who are in an IVA or bankrupt) are made for responsible lending purposes as opposed to lending purposes. An assessment of the applicants’ financial income and expenditure is checked against the application to ensure all income and expenditure is correctly recorded. A calculation is then undertaken to assess if there is sufficient disposable income available each month to lend on the loan requested.
In some instances the Company may reject the level of lending requested but offer a lower lending amount, which occurs when affordability is present but perhaps not quite at the level desirable of the applicant. Common automatic rejection reasons would be:
- Lack of proof of exit method within proposed term of loan.
- Bankruptcy of an individual.
- Lack of proof of any affordability.
- Poor re-sale potential of security property.
Once an application is approved the applicant is then offered a loan. In this way, by lending against security AND affordability, high delinquency rates should be avoided.
When a bridging loan agreement is entered into the borrower signs and agrees to either;
(a) Roll-up interest within the lending limits – to settle interest at the same time as repaying the loan capital,
(b) Service interest monthly.
Typically, interest repayments within the loan book can fall into arrears at the due date each month. The accounts are typically brought up to date within 1-10 days of the due date, by liaison and without any need for formal action. If an account is not brought up to date between the due date and 21 days a formal legal notice will be served. The borrower is contacted on the date a due payment is missed via text and email. Further contact is then made at 7 days past due date, 14 days past due and then 21 days past due. If payment is not then forthcoming notice of repossession is made and legal repossession actions are triggered.
Where adequate equity exists within the lending criteria, the option to roll-up interest is usually in the interests of both the Company and the Borrower.
Collateral shortfall should only occur where the condition of the property deteriorates substantially during the period it is under the terms of the loan and the ownership of the borrower. Commonly this may be affected by matters such as decoration or damage to the interior. Most damage, is inadvertent, can usually be easily repaired and is not significant enough to affect sales proceeds or refinance being used as a loan exit strategy, so will not impact upon redemption of the SYNERGY Loan Note Investment.
On the rare occasions where a repossession of security property is necessary as a final resort and
– 12 –
where it is deemed by the Directors of the Company that it is in the interests of SYNERGY BRIDGING FINANCE Ltd and its investors to invest in security property improvements, the cost of such works is added to the indebtedness of the borrower.
If there has been genuine market depreciation in the value of the security property, in the time that the property has been charged by the Company and there being no other strategies available to rectify the position, the personal guarantee of the borrowing party(ies) will be called upon.
In the case of every Secured Property Loan by SYNERGY BRIDGING FINANCE Ltd, the Company always makes Property Insurance a mandatory requirement to satisfy commercial prudence.
Dependence on key executives and personnel
The Company’s future success is substantially dependent on the continued services and performance of its Directors and senior management. The Directors cannot give assurances that members of the senior management team and the Directors will continue to remain with the Company. The loss of the services of the Directors, members of senior management and other key employees could damage the Company’s business. Further details on the Directors and senior management may be found in Part I of this document.
The current directors have declared that there are no plans in existence, either personal or corporate, for any change of director to be foreseeable.
The need to raise additional capital in the future
The Company’s capital requirements depend on numerous factors as outlined in Part I of this document. It is difficult for the Directors to accurately predict the timing and amount of future costs and therefore of any future need to raise further capital. If the plans or assumptions set out in the Company’s business plan change or prove to be inaccurate, the Company may require further financing. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or to sell any property assets and such sale may not be at the prices expected by the Directors or required to give the indicative returns highlighted in Part I of this document.
Government and legislative change and threat of litigation
There may be changes in future government policy in relation to property finance legislation which could have an adverse effect on the Company’s business. The property finance industry is a highly competitive environment and there is an inherent risk of the threat of regulation and/or litigation against higher – cost lenders. In such circumstances, there is a risk that the Company may incur time and costs and its business may be adversely affected in relation to any such costs of regulation.
Liquidity of the Loan Notes
The Loan Notes are only transferrable under exceptional circumstances and any transfer is subject to approval by the Company’s Directors. The return on the Loan Notes is not guaranteed and prospective Investors should be aware they may therefore not recover either their original investment in the Loan Notes or the levels of return stated on the face of the notes. All investments carry an element of risk. However, investments in private limited companies can
– 13 –
carry a significantly greater risk than, for example investments in shares issued by FTSE 100 companies.
This Information Memorandum includes statements that are (or may be deemed to be) “forwardlooking statements”. These forward-looking statements can be identified by the use of forwardlooking terminology including the words “believes”, “continues”, “expects”, “intends”, “may”, “would” or “should” or, in each case their negative or other variations or comparable terminology.
These forward-looking statements include all matters that are not historical facts.
Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements contained in this Information Memorandum based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future.
Financial Services Compensation Scheme
Subscribers will not be able to claim under the Financial Services Compensation Scheme established by the Financial Conduct Authority in the event that the Company fails.
– 14 –
|1.1||The Company was incorporated and registered in England on 14th October 2015 as SYNERGY BRIDGING FINANCE under the Act, as a private limited company under Company number 09824545.|
|1.2||The principal legislation under which the Company operates is the “Act”. The liability of the|
Company’s members is limited.
|1.3||The registered office of the Company is Lower Ground Floor, 63 Grosvenor Street, Mayfair,|
London, W1K 3JG.
|1.4||The Company is a Private Company and its shares are not currently listed on any|
|1.5||The Company’s principal objects and activities are to act as a general commercial company.|
|1.6||Further details of the Company are set out in paragraph 5 below in this Part III.|
|1.6.1||The Company has no subsidiaries and is not a subsidiary or in any group of companies.|
|2. Share and loan capital|
|2.1||As at the date of this document all the shares in SYNERGY BRIDGING FINANCE Ltd are held by the Directors, persons connected with the Directors, introducers of business to the Company or any their respective nominees, and (as at the date of this document) there is no intention to issue shares outside that group of persons.|
|2.2||The Company is offering up to 5,000,000 Loan Notes of £1 each with a Minimum Tranche per Investor and in respect of Loan Notes exceeding the Minimum Tranche, in multiples of 1 (one) Loan Note.|
|2.3||Save as referred to in this Part III, no share or loan capital of the Company is in issue or under an option or has been agreed, conditionally or unconditionally, to be issued or put under option.|
|2.4||Save for as disclosed in this document there are no outstanding loans granted by the Company to any Director or granted by any Director to the Company nor are there any guarantees provided by the Company for the benefit of any Director or provided by any Director for the benefit of the Company.|
|2.5||Save as otherwise disclosed in this document, no Director has or had any interest, whether direct or indirect, in any assets which have been acquired by, disposed of by or leased to the Company or which are proposed to be acquired by or leased to, the Company.|
|3. Directors, service agreements, letters of appointment and related details|
– 15 –
|3.1||Each of the Directors will have a service agreement with the Company in due course, which will be amended by the Board as required, and will provide for normal market remuneration, whilst having regard to the performance of the Company and the interests of the various stakeholders within it. Through their holdings in the parent company the Directors are interested in the share capital of the Company and thus have interests which are aligned with those of the Investors.|
|3.2||The aggregate of the remuneration paid and benefits in kind granted to the Directors by the Company prior to the date of this document is £nil.|
|3.3||There are no arrangements under which any Director has waived or agreed to waive future emoluments nor have there been any such waivers of emoluments.|
|3.4||At the date of this document, no Director:|
|3.4.1||has any unspent convictions in relation to any indictable offences; or|
|3.4.2||has been bankrupt or entered into an individual voluntary arrangement; or|
|3.4.3||was a Director of any company at the time of or within 12 months preceding any receivership, compulsory liquidation, creditors voluntary liquidation, administration, company voluntary arrangement or any composition or arrangement with that company’s creditors generally or with any class of its creditors; or|
|3.4.4||has been a partner in a partnership at the time or within 12 months preceding any compulsory liquidation, administration or partnership voluntary arrangement of such partnership; or|
|3.4.5||has had his assets the subject of any receivership or has been a partner of a partnership at the time of or within 12 months preceding a receivership of any assets of such partnership; or|
|3.4.6||has been subject to any public criticism by any statutory or regulatory authority (including any designated professional body) nor has ever been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of a company.|
|4.1||The following statements are intended as a general rule only to current United Kingdom tax legislation and to what is understood to be the current practice of the United Kingdom taxation authorities (“HMRC”) for Subscribers who are resident or ordinarily resident in the United Kingdom for tax purposes and who hold their Loan Notes as an investment. Therefore, it may not apply to certain classes of Subscriber. Any person who is in any doubt as to his tax position is strongly recommended to consult t he i r professional advisers immediately|
|4.2||Taxation of Interest|
Noteholders are advised to seek tax advice in relation to their personal tax position, as this is
– 16 –
|likely to differ for each Noteholder.|
|5. The Company and its subsidiaries|
|5.1||The Company currently has no subsidiaries or subsidiary undertakings and does not currently intend to have any.|
|5.2||There are no exceptional factors which have influenced the Company’s activities as at the date of this document.|
|6. Working capital|
|The Directors are of the opinion that, having made due and careful enquiry and taking into account the minimum net proceeds of the offer receivable by the Company, the working capital available to the Company is sufficient for its present requirement, that is, for at least the next twelve months.|
|As at the date of this document, the Company is not and has not been involved in any legal or arbitration proceedings which may have, or has had during the twelve months prior to the date of this document, a significant effect on the Company’s financial position nor, so far as the Company is aware, are any such proceedings pending or threatened by or against any member of the Company.|
|8. Material contracts|
|The Company is obliged to pay certain fees and expenses to third parties, including (without limitation) those who may have introduced investment to the Company in relation to this series of Loan Notes and its Financial and Compliance Advisers, all at current market rates, having regard to the nature of the investment offering. Such fees do not affect the liability of the Company to repay the full amount of Subscribers’ capital at the end of the term and nor do they reduce the interest payable which is on the full value of a Subscriber’s investment in Loan Notes.|
|9.1||There have been no interruptions in the Company’s business which may have or have had in the last 12 months a significant effect on the Company’s financial position.|
|9.2||The Loan Notes have not been and will not be admitted to dealings on any recognised investment exchange nor has any application for such admission been made and it is not intended to make any other arrangements for dealings in the Loan Notes on any such exchange.|
|9.3||The accounting reference date of the Company is 31/10/2016.|
|9.4||Save as provided in the Articles and as detailed in paragraph 3 of Part III of this document there are no specified dates on which entitlements to dividends or interest payable by the Company arise. The Company has not made any distributions since its incorporation.|
|9.5||The arrangements for payment of the Loan Notes are set out in the accompanying Form of Acceptance. Loan Note certificates will be sent to successful applicants by first class post at the risk of the applicant as described in Part 1 of this document. Loan Notes will not be|
– 17 –
|issued in uncertificated form.|
– 18 –
|9.7||The following definitions apply throughout this document, unless the context otherwise requires:|
|9.8||“Act”||the Companies Act 2006;|
|9.9||“Articles”||the articles of association of the Company adopted on 14th|
|9.10||“Authorised Person”||a person authorised to advise on investments of this type|
|9.11||“Company”||SYNERGY BRIDGING FINANCE Limited|
(company number 09824545);
|9.12||“Directors”||or the “Board” the directors of the Company, whose names appear on page 5|
of this document;
|9.13||“Debenture”||a floating charge over the assets of the Company;|
|9.14||“Form of Acceptance”||the form of acceptance attached to the Offer Letter relating to|
the Loan Notes;
|9.15||“FSMA”||the Financial Services and Markets Act 2000 (and regulations|
|9.16||“Investors”||are the Subscribers;|
|9.17||“Loan Notes”||the 5,000,000 fixed rate secured loan notes to be issued by|
the Company, and subscribed for pursuant to the Offer;
|9.18||“Loan Note Instrument”||the instrument constituting the Loan Notes, in the form|
attached to this document;
|9.19||“Minimum Tranche”||50,000 Loan Notes of £1 each;|
|9.23||“Noteholder”||a holder of Loan Notes;|
|9.24||“Offer”||the offer for subscription described in this document and|
made by the accompanying Offer Letter;
|9.25||“Subscriber”||a subscriber for Loan Notes;|
|have the meanings respectively ascribed to them by the Act;|
|9.28||“Term””||364 days, with options to renew to 3 or 5-years.|
– 19 –
Application for Synergy Loan Note Investment
This application form and an appropriate form of payment should be forwarded by post, or hand delivered to:
Synergy Bridging Finance Ltd:
Lower GF, 63 Grosvenor Street,
Application for acceptance of a Synergy Loan Note Investment, payable in full on application;
Value of proposed investment; £…………………………………………….. *
Amount enclosed or Transferred; £……………………………………………..
Details for Bank or Online Transfers;
Gillen De Alwis Solicitors Client Account – MetroBank – Southampton Row
Account Number: 18644697
Sort Code: 23-05-80
Please ensure that you quote reference number BUR001/001 to enable us to allocate your funds to the correct ledger.
Method of Payment (please indicate as appropriate);
Initial source of funds; ……………………………………………………………………..
Proposed length of term of investment; ……………… Years
(* Applications must be for a minimum of £50,000.)
– 20 –
1. I understand that;
Pending the provision of evidence satisfactory to the Company as to my identity and/or the identity of any Relevant Third Party, the Company may, in its absolute discretion, retain any application form lodged by me and/or the cheque or remittance relating thereto and not proceed with the administration or legal processing of the proposed transaction.
If, within a reasonable period of time following request for verification of identity and in any case no later than 3pm on the 21st day following my application, the Company has not received evidence of my identity or the identity of the Relevant Third Party, the Company may, at its absolute discretion, reject my application in which event the remittance submitted in respect of my application will be returned to me. If any application is not accepted, then the application monies will be returned by the Company by sending a cheque or bankers’ draft, in each case by post or by hand and at my risk and without my being entitled to any interest on such application monies.
2. In consideration of the Board agreeing that they will consider and process applications for the Synergy Loan Note Investment in accordance with the procedure referred to in the Memorandum and as a separate contract with the Company which will become binding on dispatch by me of an application form:-
a) I warrant that any cheque or bankers’ draft of mine will be honoured on first presentation and agree that if such cheque or bankers’ draft is not so honoured I will not be entitled to receive loan documentation unless/until I make payment in cleared funds for such loan and such payment is accepted by the Company in its absolute discretion (which acceptance may be on the basis that I indemnify the Company against all cost, damage, losses, expense and liabilities arising out of or in conjunction with the failure of my remittance to be honoured on the first presentation).
b) I understand that any application by me to lend into the Company shall be deemed to be an offer up to the value of my application and that such offer shall be deemed to take effect on dispatch by post of a completed application form.
c) I confirm that I am not relying on any information or representation in relation to the Company other than that contained in the Memorandum and agree that neither the Company nor any person responsible for the Memorandum or any part of it shall have any liability for any information or representation not so contained.
d) I hereby authorise the Company to send a cheque for any monies returnable to me by first class post at my risk to the address given on the application form.
e) I agree that my application is irrevocable.
f) I warrant that if I have signed the application form on behalf of any other person I have due authority to do so, and that such person will also be bound accordingly and be deemed to have given the confirmations, warranties and undertakings contained in this Memorandum.
g) I warrant that I am not nor am I applying on behalf of a person who is under the age of 18.
h) I hereby warrant and declare that:
(i) I am resident and ordinarily resident in the UK and that I have been so resident and expect to remain so resident and I will notify the Directors immediately in writing if I cease to be resident;
(ii) I am not connected with the Company and I will notify the Board immediately in writing if I become so connected as defined in section 839 of the Income and Corporation Taxes Act, 1988;
(iii) I agree that the application form and these terms and conditions shall be construed in accordance with and governed by the laws of England and Wales.
3. I hereby declare that I have read, understood and agreed to the terms and conditions contained in the Memorandum and the application form including the risk factors. I also confirm that I have taken all the professional advice which I consider necessary before submitting my application and that I am aware of
– 21 –
the special risks involved in participating in a transaction of this nature, and I understand that my application is made upon the terms of the Memorandum and the application form.
4. I acknowledge that in relation to the transactions in the Memorandum, advisors of the Company mentioned therein are acting for the Company and not for me or on my account and that accordingly will not be responsible to me for providing protection afforded to their clients, for advising me on any transaction described herein, or for ensuring that any such transaction is suitable for me.
5. In application to; The Directors, Synergy Bridging Finance Ltd ;
I hereby apply to subscribe to the Synergy Loan Note Investment under the terms stated above.
I can confirm that I have read the Information Memorandum and I understand and acknowledge its content. I request and authorise you to complete any Synergy Loan Note Investment for which this application is accepted in the name(s) set out below;
– 22 –
(Advised or Trustee Applications ONLY;)
Title of Regulated Advisor SIPP/QROPS (If Applicable)
Advisor or Trustee Firm Telephone;
Address & Postcode of Advisor or Trustee
Name and Position;
(FCA registration reference or HMRC approved reference; …………………………………………………………………………………………………)
Authorisation by the trustee of the above SIPP/QROPS/:
SIPP/QROPS/ Member’s Full Name; ________________________________________________________
Name of Trustee Firm ____________________________________________________________________
Name of Company Trustee Representative _________________________________________________________
Position of Trustee Representative _________________________________________________________
I hereby authorise the above transaction in respect of the above SIPP/QROPS:
Signature of Company Trustee Representative _________________________________________________________
– 23 –