Monaco Property Bond Offering

Transcription

1 Monaco Property Bond Offering The opportunity to ultimately own a small piece of Monaco real estate Low-entry minimum investment of just 2,000 Fixed rate of interest of 8% per annum A fixed term length of 3 years

2 Contents Welcome to Azurite 4 Some key facts about Monaco 5 The Azurite investment offering 6 How to invest 6 Investment potential and Illustration 8 The investment process 9 The Azurite project 10 The Board 11 Case studies 12 Your next step to invest in Azurite 13 FAQs 14 Your capital is at risk 17 Your investment will be ultimately used to invest in real estate projects in Monaco and within a 150 kilometer radius of Monaco ( Surrounding Areas ) that meet strict funding criteria, with a view to ultimately delivering strong returns. Please read the following section carefully. This brochure is a summary marketing document created to provide headline information relating to the bond offering and it cannot be relied on alone. Consequently, this Document must be read in conjunction with the Information Memorandum (IM) specific to the bond, which provides more details of the offering along with the associated risks. The IM can be provided on request by calling or by downloading it from the Azurite website. Please read the details of this investment offering in full and do not focus on the headline benefits. All potential investors circumstances are different and all investment is speculative and involves risk. You must understand the particular risks involved in this offering, and make a decision that is appropriate for your personal circumstances. We further encourage you to take independent financial advice on the contents of this document by contacting a professional advisor authorised by the Financial Conduct Authority (FCA) to conduct investment business, and who specialises in advising on investment in ISAs, bonds, shares, and other securities, including unlisted securities. The Azurite ISA is run by Northern Provident Investments, an ISA manager Authorised and regulated by the Financial Conduct Authority and enables you to invest in the bond issued by Azurite ISA Bond Co 1 Limited. Bondholders can hold Bonds through the Azurite ISA, an Innovative Finance ISA, which grants you access to tax-free income. Tax treatment depends on the individual circumstances of each client and may be subject to change in future. This Brochure has been issued by Azurite ISA Bond Co 1 Limited and approved for the purposes of Section 21 of the FSMA by Northern Provident Investments Limited. Capital At Risk* Azurite contact details 18 3

3 Welcome to Azurite Dear Investor, We are delighted to announce the launch of the offer for the Azurite mini-bonds (the Bonds ), which are secured, fixed interest, debt instruments issued by the Company. These Bonds enable Bondholders to earn an attractive fixed rate of interest of 8% per annum over 3 years. The Company will use proceeds raised from the Bonds to onward lend to Azurite UK Holdings Limited ( HoldCo ) who will then onward lend funds to Azurite Ltd ( PropertyCo ) in order to enable it to invest in real estate projects in Monaco and within a 150 kilometer radius of Monaco ( Surrounding Areas) that meet strict funding criteria, with a view to ultimately delivering strong returns to PropertyCo, Holdco, the Company and ultimately Bondholders. Bondholders can hold Bonds through the Azurite ISA, an Innovative Finance ISA, which grants them access to tax-free income. The annual ISA allowance can be invested or existing ISA balances can be transferred into the Azurite ISA. Applications for Bonds and requests to open a Azurite ISA can be made on the website Monaco is planning for the future. Azurite offers you an opportunity to be part of it.* FEATURE 1 FEATURE 2 FEATURE 3 8% Fixed rate of interest of 8% per annum 2000 Low-entry minimum investment of just 2,000 3 years A fixed term length of 3 years Together with the Azurite ISA team, I am delighted to give Bondholders the opportunity to invest in the Bonds and look forward to your ongoing support. Yours sincerely, Nigel Robertson Director Azurite ISA Bond Co 1 Limited Azurite provides an opportunity for low-entry investment, ultimately into the Monaco real estate property market. Monaco is home to world-class sporting and entertainment events, successful sports teams and a royal family. Spoken about in the same breath as the premier world cities, Monaco punches well above its weight on the global stage. Monaco attracts a diverse range of international buyers seeking security, wealth preservation or a business base. Residential property in Monaco is now the world s most expensive, with prices set to remain at record highs. The average resale price is 4.3m or 41,400 per square meter, up 180% in a decade. Monaco continues to face high demand from the world s high-net-worth individuals, which is driving price growth and plans for new property development. The next decade will see expansion and land reclaimed from the sea, ambitious urban renewal projects and interests outside Monaco s borders. Offering a fixed rate of interest of 8% per annum over a period of 3 years, and a minimum investment of 2,000, the Azurite ISA allows you to invest in property development in one of the world s most glamorous and expensive property locations. 4 5

4 The Azurite ISA The key investment offering The key investment offering Monaco is currently investing extensively in its infrastructure to secure its position as a world- class business and leisure destination. Azurite ISA provides a low entry investment opportunity to ultimately invest in Monaco as it undergoes this process of becoming a world- class destination. As one of the world s most important centres for business and leisure already, Monaco has a strong, diverse economy, with property prices at record highs, and ambitious plans to cement its position on the global stage by Three new projects alone will bring more than 100,000 square metres of residential and commercial floorspace. And if this prospect isn t exciting enough, here are some key reasons to invest through the Azurite ISA: 6 Low-entry minimum investment of just 2,000 Fixed rate of interest of 8% per annum A fixed term length of 3 years Wrapped in an ISA to give you tax free returns*** This is an Innovative Finance ISA (also known as an IFISA) IFISAs were launched by the UK Government 6th April 2016 No charge for investing in Azurite Bonds Asset backed** The advisory committee and investment team for Azurite have a wealth of experience in project financing and the Monaco residential property market. Online portfolio, for easy viewing and management of your investment through the Azurite ISA. Dedicated account manager for your investment. The Azurite offer comes as Monaco prepares for growth Strict funding criteria Recent case studies available to demonstrate previous investment growth Azurite is a trading name of Azurite ISA Bond Co 1 Limited The Azurite ISA is Managed and is a trading name of Northern Provident Investments Limited which is Authorised and regulated by the Financial Conduct Authority (FRN: ). As with any investment, your capital is at risk. How to invest 1 Register your interest via the website or invest through the site. Start by either clicking on the Request Call Back or Invest Now buttons on the home-page. 2 If selecting Invest Now you will be taken through to Northern Provident Investment s website and application. Enter your basic personal details (name, date of birth, , mobile, address, and choose a password) and read fully and agree to the Azurite ISA Terms and Conditions and Privacy Policy, possibly providing further identification details if requested by the anti-money laundering requirements. Then select the investor type you are next, choose how much you want to invest. 3 Pay (in Sterling only), either by a one-off direct debit or bank transfer, both done immediately through the online system. You will then be able to access your personalised dashboard. As soon as you have finished this process, you will be sent an with confirmation of your subscription for the Bonds. Within 14 days, a copy of your Bond certificate representing your holding of Bonds will be available to view and download in the drop down menu found on your dashboard page. You will be reminded by when it is ready. Investment through the Azurite ISA allows you to be a part of ambitious real estate and property growth plans in Monaco. Low-entry minimum investment of just 2,000 Fixed rate of interest of 8% per annum A fixed term length of 3 years 7

5 Your investement potential Finance illustration The investment process How it works Year Opening balance Interest Accrued Closing investement balance 1 20,000 1,600 21, ,600 1,600 23,200 When you invest through the Azurite ISA, Azurite ISA Bond Co 1 Limited issue mini-bonds, the funds raised from this bond are then used to invest in Monaco real estate projects. As a bond holder you can hold the bonds through the Azurite ISA which grants you access to a tax free*** income. Over a 3 year term your Azurite Investment is set to give you an 8% per annum tax free return. Azurite Limited intends to take advantage of the following investment opportunities: 3 23,200 1,600 24,800 Total Net Return 24,800 1 To purchase residential real estate from the developers of new Monaco based projects off plan and sell on to other investors or end residents prior to or on completion. 2 3 To purchase tired residential real estate, add value through development, refurbishment and sell on. To purchase tired property and land surrounding Monaco, develop and sell on. The advantages of investing in Monaco real estate outlined earlier in this section would not apply to any developments in the surrounding area. The company will open credit line discussions with Monaco-based banks if deemed prudent to apply leverage to transactions. Be in the know Head to for the latest news and information from Azurite about the Bond, the Azurite ISA, IFISAs and personal finance. Your dedicated account manager will keep you up to date with any investment news. 8 9

6 The project Background to Azurite Bond and ISA Monaco - the destination for work, play and investment By investing through the Azurite ISA, your investment will ultimately be used to invest in real estate projects in Monaco, one of the most expensive and luxurious business and leisure destinations in the world. Here are five key reasons why Monaco is an attractive destination for property and real estate development: The Board The Azurite investment board Monaco is a low-tax centre of commerce with the characteristics of a leisure destination. This makes it appealing to high-net-worth individuals as a place to live, do business and play. Prices have adjusted in the prime residential markets of many cities, yet Monaco s continue to rise, with property prices set to remain at record highs. The average resale price is 4.3m or 41,400 per square meter, up 180% in a decade. Monaco continues to face high demand from the world s high-net-worth individuals, which is driving price growth and plans for new property development. A dynamic city state, Monaco is planning for the future in order to cement its position on the global stage. The next decade will see expansion and land reclaimed from the sea, even ambitious urban renewal projects and interests outside Monaco s borders including the port of Ventimiglia. Nigel Robertson Nigel moved to Monaco following the sale of his tech company in He continued to invest in tech start up s and was the largest single seed investor in asos.com. Following on from his success he has spent the last 20 years understanding and investing in the local residential property market in Monaco. John Hall A serial entrepreneur and investor with over 40 years period commercial experience including starting and acquiring companies in various sectors including property. Now based in Monaco, John s interests predominantly lie in tech, logistics and property

7 Case studies The following case studies are examples of Monaco residential development projects undertaken through Balkin Estates. These are case studies to show the level of profitability that could be achieved; they were not transacted by PropertyCo: The next step to invest Please post the following: 1 Your completed application 2 Proof of indentity 3 Proof of address Villa Mathilda Villa Josephine Villa El Mandar Purchased : in March 2016 (including fees) Renovation costs : 120,000 Duration of the renovation : 6 months Sold: in 2017 Purchased : in June 2016 (including fees) Renovation costs : Duration of the renovation : 6 months Sold: in March 2018 Building : Villa El Mandar Purchased : in June 2016 (including fees) Renovation costs : Duration of the renovation : 7 months addressed to: 1.02 Boat Shed, 12 Exchange Quay, Manchester M5 3EQ Profit : 26% Profit : 37% Sold: in January 2018 Profit : 48% * Please be aware when investing, your capital is at risk and the value of your investment can go down as well as up. You may get back less than you invested. ** The fact that the bond is asset backed would not guarantee that all capital would be repaid. This also means that there is a liquidity risk and there is likely to be a delay in repaying your capital should you request it. *** Tax treatment depends on the individual circumstances of each client and may be subject to change in the future

8 Frequently asked questions What are the Bonds? The Bonds are non-readily realisable, secured, fixed interest, transferable, debt instruments issued by the Company. To secure the obligations of the Company, each of the Company, HoldCo and StreamCo has entered into a fixed and floating charge over all its present and future assets pursuant to the Group Security Documents. The Bonds allow Bondholders to lend money to the Company in exchange for interest payments. The Bonds pay a fixed rate of interest that does not change over its life. The original full face value of each Bond is returned 3 years after it is issued. The Bond is secured on the assets of the Company, HoldCo and StreamCo. The Security Trustee holds the security on behalf of Bondholders pursuant to the Security Trust Deed. What is the IFISA? The UK Government introduced the Innovative Finance ISA (IFISA) on 6th April This new type of ISA allows individuals to use some (or all) of their annual ISA investment allowance to invest into debentures such as the Bonds, and then to receive all the interest earned tax-free. It is important to understand that with an IFISA your capital is at risk and it is important you read the associated risks with this investment in the section entitled Risk Factors of this Information Memorandum. Can I transfer funds from an existing Cash ISA or Stocks and Shares ISA into my IFISA? Yes, in order to transfer the balance from existing cash or stocks and shares ISAs to the IFISA simply complete the Application, which can be found on the Website. The IFISA Plan Manager will then contact your existing ISA manager and send to you a document pack to review, sign and return in order to arrange the transfer on your behalf. Please be aware that there is a charge associated with transferring into the Azurite ISA which is listed in the Azurite ISA Terms and Conditions. You should also check with your current provider to determine if you will be charged any exit fees. Why should I invest in the Bonds? A subscription for the Bonds should enable you to potentially achieve: a) a higher return than you are likely to receive from your bank account, which reflects the additional risk. Please see the Section headed Risk Factors to find out more about the risks associated with subscribing for the Bonds; b) to potentially diversify your investment portfolio by investing in another asset class, if you do not already have similar debt instrument and have other investments; c) Competitive annual returns- benefit from bond terms with a fixed interest rate at 8%; a low minimum investment amount of 2,000. Who can invest in the Bonds? Individuals aged 18 or over or firms, trusts, and foundations based in the UK and other select overseas territories, except the USA. You must pass any anti-money-laundering and due diligence checks that we run and be one of the following types of Bondholders: Existing clients of a financial advisor who is regulated by the Financial Conduct Authority; Persons who meet the criteria for being an elected professional client in accordance with the FCA s Conduct of Business Rules (which are regulatory rules relating to investment advice) ( COBS ) 3.5; Persons who qualify as certified high net worth individuals in accordance with COBS 4.7.7; Persons who qualify as certified sophisticated Bondholders in accordance with COBS Persons who confirm that they will only invest 10% of their net assets in non-readily realisable securities in accordance with COBS (restricted Bondholders). How much Interest can I expect, and when is Interest paid? The terms of the Bonds are set to pay interest at a fixed rate of 8% per annum. Interest will calculated on a simple basis and paid to each Bondholder on the Redemption Date or repurchase of the Bond. A fee for the IFISA Plan Manager will be deducted from interest payments due to Bondholders. The fees payable are detailed in the Azurite ISA Terms and Conditions. The fee will be at a rate of 0.5% per annum of the amount of Bonds subscribed for. How do I get started? Register via the Website. This should take about five minutes. Start by clicking on the Request Call Back or Invest Now buttons on the home-page First, enter your basic personal details (name, date of birth, , mobile, address, and choose a password) and read fully and agree to the Azurite ISA Terms and Conditions and Privacy Policy, possibly providing further identification details if requested by the anti-money laundering requirements. Then select the investor type you are next, choose how much you want to invest. Pay (in Sterling only), either by a one-off direct debit or bank transfer, both done immediately through the online system. You will then be able to access your personalised dashboard. As soon as you have finished this process, you will be sent an with confirmation of your subscription for the Bonds. Within 14 days, a copy of your Bond certificate representing your holding of Bonds will be available to view and download in the drop down menu found on your dashboard page. You will be reminded by when it is ready. How much can I invest? Any amount of Bonds can be purchased, subject to a minimum per Application of 2,000 through the IFISA and 10,000 direct, until the subscription limit is met. How can I check how much I have invested in the Bonds? Click on the Sign in box in the top-right of the Website home-page. Sign in with your username and password (if you have forgotten your password, see I have forgotten my password. What should I do?). The dashboard will show you how much you have invested. Here you can invest more, view important documents, and change your account details. What are the risks of subscribing in the Bonds? Please read fully and carefully consider the section entitled Risk Factors. Am I protected by the Financial Services Compensation Scheme (FSCS)? The Bonds are secured investments and FSCS protection does not apply to them. Therefore, if the Company were to become insolvent or go out of business, holders of Bonds may lose all or part of their investment in the Bonds and no government or other body would be required to compensate them for such loss. There are two types of relevant FSCS protection that apply to Bondholder: deposits and investments. Deposit protection applies when money belonging to Bondholders is held in the Client Account. With investments in Bonds, this occurs initially when investor money is transferred to us to make an investment and when interest repayments and the repayment of capital are being held on behalf of Investors. While the money is in a Client Account (which is likely to be a short period) it is protected by the FSCS deposit protection which is currently 85,000 per person. Investment scheme protection may be available in cases where loss is incurred by factors such as misspelling or misrepresentation on the Company s part, on or on the part of its appointed representatives. The FSCS investment protection is currently up to 50,000 per person

9 Frequently asked questions Capital at Risk This is unlikely to significantly affect the risk that Bondholders assume when subscribing in the Bonds. The FSCS is a fund of last resort to cover any claims Bondholders might have against a firm that is in default. However, this will only be applicable to the IFISA Plan Manager and not to the Company itself. For more detail on the FSCS and their eligibility criteria see their website. Am I eligible to use the Financial Ombudsman Service (FOS)? In the first instance of any concerns that you may have with the Company please contact our customer services team at info@azuriteisa.co.uk so that we can investigate your complaint fully. Please ensure that you include all of the following information: your full name and address, your investment details, what has happened / gone wrong, and how you would like us to put it right. A member of the team will acknowledge receipt of your and will investigate the matter thoroughly before responding fully within five working days. In the event you feel that we have not resolved your concern satisfactorily, you may be entitled to complain directly about the Company, the operator of the platform, or the IFISA Plan Manager (which has approved the Memorandum) for the purpose of FSMA 2000), the operator of the Client Account, directly to the Financial Ombudsman Service. For more detail on the Ombudsman and their eligibility criteria see their website. Who is responsible for making Interest payments to me? The Company (or the IFISA Plan Manger on its behalf) is responsible for ensuring that interest is being paid to Bondholders. Interest payments are paid directly into the Bondholder s Account. Can I transfer my Bonds to someone else? Bonds are non-readily realisable securities but are transferable and Bondholders may at any time after they have been issued request that they be made available for sale on the Website for the original full face value and with the rate of Interest applicable to that Bond (and regardless as to whether the purchaser has instructed a Financial Advisor in respect of the purchase or whether the purchaser is making the purchase directly). The Company does not guarantee that Bonds listed for transfer will be purchased by other Bondholders and a transfer fee payable to the IFISA Plan Manger of 0.5% of the original full face value of the Bond which is being transferred plus a flat fee of 100 will be applied on the date of the transfer. Should you wish to transfer your Bond, please contact the Registrar via at mail@mgcs.com. Can I get my investment back early? The Company pays you a fixed rate of interest on the basis that, except in exceptional circumstances (see What happens to my Bonds if I die?) your money stays invested for the whole of the agreed term. It is possible to offer Bonds for sale to other Bondholders via the Website. We will look at early-redemption applications on an exceptional basis and will endeavour to help Bondholders where possible but it is important that you understand that you are committing your money for the term of the Bond you select. This is also covered in the Risk Factors section. What happens to my Bonds if I die? If you die while owning Bonds, your investment can be transferred to an authorised person acting on behalf of the estate. If you are acting on behalf of the estate of a deceased investor who owns Bonds, please mail@mgcs.com Can the Company prematurely redeem the Bonds? The Company has a right to redeem the Bonds prior to their Redemption subject to the payment of principal Interest outstanding on the Bonds up to their Redemption Date. What happens if I change my mind? You have the right to cancel your investment account within 14 days after the date you receive an from the IFISA Plan Manager to confirm that you have had your ISA application accepted. After this, you generally cannot get your investment back until the end of the term (see Can I get my investment back early?). To cancel within the first 14 days, please , telephone or write to the IFISA Plan Manager in accordance with the Azurite ISA Terms and Conditions. I have forgotten my password. What should I do? You can request for your password to be reset from the Website. Exposure to external events The trading and assets of the Group could be affected by unforeseen events outside its control, including economic, social and political events and trends. These include changes in economic, political, administrative, taxation or other legal or regulatory regimes, terrorist or other attacks, inflation, deflation or other currency exchange fluctuations. Azurite s security may be insufficient to repay the Bondholders Whilst Azurite may take security over the assets firms it lends bond funds to, the underlying assets of the firms over which a charge has been granted may be insufficient to repay Azurite. In that situation, Azurite may not be able to pay what it owes to the Bondholders. Diversification Diversification means spreading your investments across different asset classes and sectors. All investments through The Azurite ISA will be in bonds, you should be aware that all monies invested will be in the same sector and through the same asset class. You should consider spreading your investment risk and seek independent advice when you are not sure if an investment is suitable. You are not able to invest more than 10% of your net assets through The Azurite ISA in the bond unless you are a high net worth investor, a certified sophisticated investor or a self-certified sophisticated investor. Non-ready realisable investment Investors should be aware that the bonds you will invest in are non-readily realisable investments. Investment through the Azurite ISA should be viewed as a long-term investment. It may be possible for the bonds to be sold but it may be difficult to sell the bonds held through the Azurite ISA. Past performance Past performance of financing is not necessarily a guide to future performance. Past events, experience derived from these, or assumptions derived from any of these, do not predetermine the future. The Company s business strategy The Company s business plan is based on assumptions about market performance and predicted future trading of its current and proposed business activities, which are supported by research undertaken and the Operating Company s team s experience to date. The Company considers these assumptions to be reasonable but is inherently subject to variation and uncertainty. There is no certainty that all or any of the elements of its business plan will be fulfilled, that the outcome of the Company s strategy will be as anticipated or that the Company will achieve the required level of profitability or sufficient cash flow to achieve its stated objectives. No FSCS protection Whilst The Azurite ISA is managed by Northern Provident Investments, an ISA plan manager Authorised and regulated by the Financial Conduct Authority ( FCA ), the bonds that you will invest in are issued by Azurite, which does not carry on regulated activities for which authorisation is required and so it is not authorised by the FCA. Therefore any losses incurred by the failure of the bonds would not be protected by the Financial Services Compensation Scheme ( FSCS ). If Azurite ceases to exist or goes into liquidation you would not be able to put in a complaint through the FSCS. Inflation risk You should be aware that if the return on the bond fails to pay a return that beats inflation, especially the real value of your savings could fall. * Your capital is at Risk. Please be aware when investing that your capital is at risk and the value of your investment can go down as well as up. You may get back less than you invested. How can I amend my account details? You can do this on your personalised dashboard

10 6 Snow Hill London EC1A 2AY United Kingdom T: E: Azurite ISA is a trading name of Northern Provident Investments Limited which is Authorised and regulated by the Financial Conduct Authority (No ). Registered in England and Wales (No ). Monaco is currently investing extensively in it s infrastructure to secure its position as a world- class business and leisure destination. What the Azurite ISA provides, is an opportunity to invest at a low entry level and to be part of this ambitious real estate and property growth plans.