SAVING STREAM BOND 3 YEAR This invitation is a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000 and is issued by Saving Stream Bond Limited, (the Company ), the Company is incorporated in England and Wales (registration number: 10261814), and is a wholly owned subsidiary of Lendy Limited who accepts responsibility for the information contained herein. This document has been approved by Laven Advisors LLP which is authorised and regulated by the Financial Conduct Authority to conduct investment business. Bedford Row Capital Advisers Ltd, which is an appointed representative of Laven Advisors LLP and Laven Advisors LLP are acting exclusively for the Company in connection with the issue of the Saving Stream Bonds for promotion only to the limited class of persons listed in FCA COBS Rule 4.7.7. (being (a) certified as a high net worth investor, (b) certified as a Sophisticated Investor, (c) self-certified as a Sophisticated Investor, or (d) certified as a Restricted Investor. Applications should only be made on the basis of the Invitation and the Instrument. For the avoidance of doubt, neither Bedford Row Capital Advisers Ltd nor Laven Advisors LLP are in no way behaving in a manner which might reasonably be considered to have a client relationship with an Applicant for Saving Stream Bonds or for such person to be a client of either Bedford Row Capital Advisers Ltd or Laven Advisors LLP in the context of the offering of the Saving Stream Bonds.
SUMMARY - SAVING STREAM BOND Rate of interest 6% per annum, paid in quarterly instalments from the date of issue of the Saving Stream Bond until the date of redemption. Please see the appendix Taxation* for relevant additional information. Duration 3-year fixed term Issuer Saving Stream Bond Limited, a wholly owned subsidiary of Lendy Ltd Who can take up the bonds? Individuals, companies, charities and corporations subject to local restrictions and to submission of approved anti-money laundering documentation. At the time of issue Saving Stream Bond can be placed in a Self-Invested Personal Pension (SIPP). However, we strongly recommend that applicants seek advice as to whether the specific terms of your arrangements permit this type of investment. What the press say City A.M* The days when banks dominated the property development lending market are well and truly finished it s now just as likely to be a debt fund, high net worth individual or a peer-to-peer lender that gets the spades in the ground. * http://bit.ly/2ah2tvs Bridging & Commercial* The commercial property sector appears to have been left unshaken by Brexit fears after a surge in alternative lending saw a 12% rise in transactions during May. * http://bit.ly/2abbkyh Property Wire* Increased lending by banks is great news for early stage financers of property and the bridging industry, because it should help to keep property prices buoyant. * http://bit.ly/29tjdsc Minimum amount per application 5,000 and thereafter multiples of 1,000 Maximum amount per tranche 25 million (being the maximum aggregate amount of Bonds being issued in Series 1) Minimum raise condition Not less than 100,000 * As defined in the Bond document SAVING STREAM BOND 3
LENDY LTD BOND OPPORTUNITY Who we are Saving Stream is the P2P platform owned and operated by Lendy Ltd, which has been trading since 2012 and is FCA regulated. Saving Stream is a peer to peer investment platform that secures loans against professionally valued UK property. Peer to Peer lending, also known as Person to Person or P2P lending, allows investors to invest in the financing of development projects and property purchases. Saving Stream is a market leader in the financial technology sector and thus ensures this process for investors and borrowers is fast, simple and secure. Since 2012 over 9,400* investors have earned a total of 9.5m* interest, with a 100% success record in repayments*. The Saving Stream Bonds are being issued What we do Borrowers approach us with an extensive range of property projects including purchases, developments, refurbishments and commercial premises acquisition. If we approve the project, the loan is secured by a legal charge on the property which is valued by a professionally qualified Chartered Surveyor. The surveyors hold Professional Indemnity Insurance to protect against an inadequate service, and the loan never exceeds 70% of the open market property value. All proposals are fully assessed before being made available for investment with several levels of protection in place. In the event of a default there is expected to be sufficient equity to allow loan funds to be recouped with the sale of the security. The Saving Stream Bond allows investors to indirectly participate in the P2P marketplace without any active management. The Company will use the proceeds of each subscription for Saving Stream Bonds to make loans on the Lendy Limited P2P platform. Investors will NOT become lenders on the P2P platform. All loans made by the Company are used to fund either bridging finance or development finance. In addition to funding new lending opportunities, the Company may can invest in the highly liquid secondary market* to provide diversification. The loans are short term by nature, and finance rates are comparatively high, enabling the Company to generate sufficient returns to offer a generous rate of return on the Saving Stream Bond. Responsible Lending The lending panel has robust underwriting criteria and a high controlled lending environment. The Company will only use the proceeds of Saving Stream Bond subscriptions to make loans in the following types of low-risk asset backed UK based loans. n Exclusively UK based property n Every loan has independent 3rd party lawyers transacting n All loans have indemnified valuation n All properties are insured against damage n Lendy Finance s in house legal team check for clean title and register legal charge n Development finance projects use a monitoring surveyor by Saving Stream Bond Limited (the Company ), a wholly A discretionary provision fund of 2% of the loan book is * As at 28.07.2016 up to 8.4m is traded weekly on the Saving Stream platform. and monthly quality system report owned subsidiary of Lendy Ltd. The Company will use the proceeds of the bond issue to make loans on the P2P platform maintained to help meet the cost of any shortfalls - to date the default rate has been 0.7%. How it works n Interest is taken out on day one of loan to ensure funds cannot be used to service debt as if it were a customer of Lendy Ltd. This makes the Saving n Second charges only up to a maximum total debt of 60% Stream Bond one of the few available bond offerings from a Key market differentiation points: P2P/Fintech provider. n Lendy Finance is an origination engine of high quality, short * Correct as at 25/07/2016 term, secured debt products in the UK n Currently the UK and Europe s 3rd largest secured P2P INVESTORS Minimum 5k investment SAVING STREAM BOND BORROWER Loan Value 200k, Asset Value 500k platform (by volume)* n Filling the financing gap left by traditional lenders post the financial crisis n Aggressive growth profile with a 350% year on year increase in turnover ** n Strong market traction, a great team of originators n The infrastructure to manage the sales and redemptions Return of interest paid as follows: BORROWER LENDY FINANCE SAVING STREAM BOND Pays interest quarterly INVESTORS Receive 6% per annum process * http://www.altfi.com/data/indices/ukvolume [P2P Business Lenders] * * Accounts year end 2013/14 to 2014/15 SAVING STREAM BOND 5
QUESTIONS & ANSWERS How many Saving Stream Bonds can I apply for? The minimum amount of Saving Stream Bonds for which you can apply is 5,000. After that you can apply for as many Saving Stream Bonds as you wish, in increments of 1,000. There is no limit to the amount of Saving Stream Bonds you can apply for, subject to the maximum aggregate nominal amount of Bonds which can be issued under the Instrument of 100 million and the maximum number of Bonds which may be issued in Series 1; being 25 million. What amount is being raised? Up to 100 million in respect of the aggregate number of Bonds which can be issued under the Instrument. Up to 25 million is being raised by the issue of Series 1 Bonds. The issue of the Saving Stream Bonds is conditional on valid Applications for not less than 5,000 of Saving Stream Bonds being received by the Company. The Saving Stream Bonds will only be issued if the total of all Applications is more than 100,000. Who can invest in Saving Stream Bonds? Individuals who are over 18 or a trust or company which is not prevented by the laws of its governing jurisdiction from applying for or holding Saving Stream Bonds. Are the Saving Stream Bonds suitable for SIPPs? Individual investors should be aware that Saving Stream Bonds are suitable for Self Invested Personal Pension (SIPP) Schemes, but not for Individual Saving Accounts (ISAs). However, the acceptability of investment by a UK investor s SIPP is wholly dependent upon the investment policy and procedures of the investor s SIPP trustee. Can I pay by instalments or top up on my holding of Saving Stream Bonds? Unfortunately, you will not be able to pay for your Saving Stream Bonds in instalments, nor can they be topped up. Can I change my mind? No, your Application is irrevocable and will not be capable of being terminated or rescinded by you. What return do I receive on my investment and is the interest rate fixed? The Saving Stream 3 Year Bonds will yield a fixed return of 6% gross per annum on your initial investment. Interest is payable in cash every three months from the date of issue. The Company will be obliged to withhold tax at the UK basic rate (currently 20%) on all payments of interest. This means that a UK basic rate tax payer who invests in 20,000 of 3-Year Bonds will receive aggregate payments of interest over the three year initial fixed-term of the Bond of 2,880 net of tax. Are the Saving Stream Bonds transferable? No, the Saving Stream Bonds are not transferable and they cannot be sold or traded. The interest coupon and redemption payment are payable to the original Bondholder. Can I withdraw my money before the end of the initial fixed-term? The Saving Stream Bonds are issued for a 3-year fixed-term and are non-transferable. You should only invest in Saving Stream Bonds if you are prepared to invest your money for the full three year term. What happens if the Saving Stream Bond is oversubscribed? The Company reserves the absolute discretion as to whether to accept your Application for Saving Stream Bonds in whole or in part (in multiples of 1,000 subject to a minimum amount of 5,000). Therefore, the Company may accept your Application in whole or in respect of part only of the nominal amount of Saving Stream Bonds applied for in your Application (in which case the balance of the amount paid by you in respect of the Saving Stream Bonds which were not issued to you would be repaid to you). Do I need to discuss the Saving Stream Bond offer with a financial adviser? We strongly recommend that you do seek the advice of an independent financial adviser. What happens if I die while I hold the Saving Stream Bond? Under these circumstances, the Saving Stream Bonds would form part of your estate and title to them would be held by the executors or administrators of your estate. Your executors or administrators would hold the Saving Stream Bonds until their redemption or, if the Company agreed in writing, the Saving Stream Bonds may be redeemed and the cash value would become part of your estate. If applicable, the redemption process may take some time depending on the specific circumstances around your estate. Does holding a Saving Stream Bond mean that I have shares in Saving Stream Bond Limited and its subsidiaries? No, Saving Stream Bonds are not convertible into shares and the Bondholder does not have any ownership interest in either the Company or any member of the Group. It is a loan for a fixed period, paying a fixed rate of interest. Can I receive a paper version of the Application Form? Applications for the Saving Stream Bond are only available on the website bond.savingstream.co.uk. I would like to participate what do I do now? Applications from individuals subject to a minimum amount of 5,000 for Saving Stream Bonds can be made online at bond.savingstream.co.uk. For applications from companies, charities, trusts or SIPPs, please contact bond@ savingstream.co.uk for more information. All payments must be in pounds sterling. Payments may only be made by electronic transfer to the account details on the application form. Please ensure your unique reference number is provided in the payment reference. You may begin the Application process online, at bond.savingstream.co.uk. You will first be required to complete an Appropriateness Questionnaire. The steps that follow will depend upon the answers you give to the Appropriateness Questionnaire. You may be able to continue your application online, or may be provided materials to download and complete on paper. We may carry out checks to verify your identity, address and banking information according to our commitments to Money Laundering Regulations 2007. You may be asked for supporting documentation for these purposes either during or after the online Application process. Once your Application has been approved, you will be able to make payment in respect of the full amount of the Saving Stream Bonds that you are applying for. Details of how to send funds will be provided to you with our registration confirmation and can only be paid by electronic transfer. Cheques will not be accepted. Please note that your Application and payment must be received prior to such time and date as shall be notified by the Company on its website (bond.savingstream.co.uk). The application is conducted online with the assistance of an authorised agent SAVING STREAM BOND 7
RISK FACTORS In addition to relevant information in this invitation, your attention is drawn to the following specific factors which should be considered carefully in evaluating whether to make an investment in the Saving Stream Bonds of the Company*. If you are in doubt about the contents of this document or the action you should take, you are strongly recommended to consult a financial adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising on investment in unlisted debt, shares or other securities. The directors of the Company (the Directors ) believe the following risks to be the most significant for potential investors. The risks listed do not necessarily comprise all those associated with an investment in Saving Stream Bonds and are not intended to be presented in any order of priority. In particular, the performance of the Company may be affected by changes in legal, regulatory and tax requirements in the United Kingdom (or elsewhere for applicants who may be required to pay tax in other jurisdictions) as well as the overall global financial and economic conditions. Non-Transferable (Save On Death) Saving Stream Bonds are not transferable or negotiable on the capital markets and no Application** is to be made for Saving Stream Bonds to be admitted to listing or to trading on any market. Illiquid investment 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 Saving Stream Bonds or to obtain reliable information about the risks to which they are exposed. Saving Stream Bonds are an unsecured debt of the Company and there is no certainty or guarantee that the Company will be able to repay them. Not Protected By The Financial Services Compensation Scheme Purchasers of the Saving Stream Bonds are not protected from loss by the Financial Services Compensation Scheme against the Company s default or for any losses they may suffer by acquiring the Bonds. Saving Stream Bonds may not be a suitable investment for all reviewers of this Invitation or the Instrument. Each potential applicant must determine the suitability of that investment in light of their own circumstances. No Certainty That Bondholders** Will Be Repaid There is no certainty or guarantee that the Company will be able to repay the Bondholders. If the Company were to become insolvent, there is a risk that (a) some or all of the nominal value of the Saving Stream Bonds will not be redeemed, and (b) some or all of the return due on the Saving Stream Bonds will not be repaid. Business Interruption A major incident, such as a terrorist attack or pandemic outbreak of illness, or an event which impacts upon the Sponsor s mainframe systems, key central support functions or information technology systems could affect the Sponsor s ability to maintain the Saving Stream Website. Tax Advice Investors should also take their own tax advice as to the consequences of owning Saving Stream Bonds in the Company as well as receiving returns from them. No representation or warranty, express or implied, is given to Bondholders as to the tax consequences of their acquiring, owning or disposing of any Saving Stream Bonds in the Company and neither the Company nor the Directors will be responsible for any tax consequences for any such investor. Interest Rate Risks The Saving Stream Bonds is a 3-year fixedterm loan obligation with a fixed interest rate and there is a risk that Bondholders will not benefit from any subsequent increases in market interest rates. The foregoing factors are not exhaustive and do not purport to be a complete explanation of all of the risks and significant considerations involved in investing in the Saving Stream Bonds. Accordingly, and as noted above, 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 s business and prospects. * Saving Stream Bond Limited, a company incorporated in England and Wales with registered number 10261814, a wholly owned subsidiary of Lendy Ltd. ** An Application to subscribe for a Saving Stream Savings Bond SAVING STREAM BOND 9
TAXATION TERMS OF APPLICATION - PROCESS AND TIMETABLE AND TERMS AND CONDITIONS HMRC currently requires the Company to apply a withholding tax at the basic rate of income tax (currently 20%) (the Basic Rate Tax ) on all payments of interest made to any Bondholder who is an individual in respect of their investment in the Saving Stream Bonds. The Company will arrange for applicable Basic Rate Tax due on such payments of interest to be deducted from the interest payment made to each Bondholder and shall pay such amount to HMRC on each Bondholder s behalf. Therefore, a Bondholder who is an individual and who is subject to Basic Rate Tax should not be liable for additional income tax in respect of the Saving Stream Bonds. A Bondholder who is not normally subject to tax in the UK may be entitled to claim repayment of the tax withheld at the basic rate by the Company from HMRC. As an example, an applicant who invests 20,000 in Saving Stream Bonds and is liable to have Basic Rate Tax deducted at source should expect to receive the following return: Gross Tax Withheld Net Received Annual interest 6% 1,200 240 960 Total interest 3,600 720 2,880 The Company will provide the recipient of the interest payment with an annual electronic statement showing the gross amount of the interest payment; the amount of income tax deducted from the interest payment; and the actual amount of interest paid. The application process is conducted online with the assistance of an authorised agent. To apply online, simply access the online Application Form on the Saving Stream Bonds website bond.savingstream.co.uk and complete it onscreen. Applications must be made in multiples of 1,000 for the Saving Stream Bonds (subject to a minimum of 5,000). Applications from joint holders will not be accepted for the Saving Stream Bonds. Applications from companies, SIPPs, charities and trusts must be made using the paper application form and cannot be made online. You can request a copy of the application form by emailing bond@savingstream.co.uk. You may begin the Application process online, at http://bond.savingstream.co.uk. You will first be required to complete an Appropriateness Questionnaire. The steps that follow will depend upon the answers you give to the Appropriateness Questionnaire. You may be able to continue your application online, or may be provided materials to download and complete on paper. We may carry out checks to verify your identity, address and banking information according to our commitments to Money Laundering Regulations 2007. You may be asked for supporting documentation for these purposes either during or after the online Application process. Once your Application has been approved, you will be able to make payment in respect of the full amount of the Saving Stream Bonds that you are applying for from your personal bank account. Details of how to send funds will be provided to you with our registration confirmation and can be paid by electronic transfer only. Cheques will not be accepted. Please note that your Application and payment from your bank account to the Company must be received by the time and date notified for such purpose on the Company s website (bond.savingstream.co.uk). Please note that the decision to accept your Application in whole or in part is at the sole and unreserved discretion of the Company. Therefore, the Company may accept your Application in respect of part only of the nominal amount of Saving Stream Bonds applied for in your Application (in which case the balance of the amount paid by you in respect of Saving Stream Bonds which were not issued to you would be repaid to your bank account without interest). Please note that the Series 1 issue will be closed when the total Saving Stream Bonds Applications reach 25 million. Applications are irrevocable and will not be capable of being terminated or rescinded by you. We will inform you in writing if your Application has been successful, in whole or in part, as soon as practicable following 2 working days from receipt of your completed Application Form and payment for the full amount of the Saving Stream Bonds by the Company and, in the event that your Application has been successful, in whole or in part, email you to confirm this and you will be able to view a certificate ( Certificate ) online, which you can print if you wish, in respect of the Saving Stream Bonds that have been issued to you. If your Application is not successful, the amount of your Application (without interest) will be sent to you as soon as practicable following 14 days from the date which the Company receives your Application Form and payment, without interest and at your risk. If your Application is accepted in respect of only some of the Saving Stream Bond you applied for, the balance of the amount of your Application (without interest) will be sent to your bank account as soon as practicable following 14 days from the date which the Company receives your Application Form and payment, at your own risk. If you have any questions relating to the procedure for making an Application and/ or completion of the Application form, please contact the Company on bond@savingstream. co.uk. For legal reasons, the Company will only be able to provide information contained in this Invitation and will be unable to advise on the merits of the Invitation or as to whether you should make an Application or to provide any financial, legal, tax or investment advice. All applicants who are or may be liable to tax, especially higher rate taxpayers in the UK or applicants who may be required to pay tax in non-uk jurisdictions, should consult their independent financial advisers as further tax may be payable in some cases. Please refer to the Taxation appendix* for further information. * As defined in the Bond document GROSS 1,200 NET 960 TAX 240 An example above shows an applicant who invests 20,000 in Saving Stream Bonds with an annual interest 6% the net return and tax paid TERMS AND CONDITIONS Your application, and/or your participation in the Saving Stream Bonds, is conditional upon and subject to: Your completed Application Form together with your completed Appropriateness Questionnaire being submitted and followed by your payment to the Company and being received by the Company not later than the time and date notified for such purpose on the Company s website (www.bond.savingstream.co.uk); and The Company having accepted your Application for a multiple of 1,000 of Saving Stream Bonds (with a minimum investment of 5,000). Applications will be accepted on a first-come, first- served basis, subject to a minimum amount of 5,000 for the Saving Stream Bonds. You will be making your Application on the terms and conditions contained in this Invitation and the Instrument. In particular, by making your Application, you will be deemed to acknowledge, warrant and confirm: (a) that you are not relying on any information given or any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by the Company or any company which is from time to time a member of the Group in relation to the Company or any member of the Group other than as contained in this Invitation and the Instrument and that, accordingly, no member of the Group, its directors, officers, agents, employees or adviser or any person acting on behalf of any of them shall have any responsibility for any such other information or representation; (b) you are not relying on any member of the Group to advise whether or not the Saving Stream Bonds are a suitable investment for you; (c) that you are (i) an individual who is at least 18 years old or (ii) a trust or company and are not prevented by the laws of its governing jurisdiction or place of incorporation from applying for or holding Saving Stream Bonds. Applications from joint applicants will not be accepted; (d) that you are a person within the class of persons listed in FCA COBS Rule 4.7.7 (being (i) certified as a high net worth investor, (ii) certified as Sophisticated Investor, (iii) self-certified as a Sophisticated Investor, or (iv) certified as a Restricted Investor ; (e) you are entitled to make your Application and to be issued with Saving Stream Bonds in respect thereof under the laws of and rules of any governmental bodies located in any jurisdiction which apply to you; (f) you acknowledge and confirm that Bedford Row Capital Advisers is not acting for you or any other applicant in respect of the offering or Saving Stream Bonds and will not be responsible to such potential applicant or investor for providing protections afforded to clients of Bedford Row Capital Advisers or in advising him/her on the relevant transaction; (g) you are aware that it is up to you to seek advice from someone who specialises in advising on investments; (h) you are not entitled to be paid any commission in relation to your Application; (i) you and funds under your management are not engaged in money laundering; (j) you are making your Application on your own behalf and for no other person; and (k) you apply for a tax statement relating to your interest to be provided to you annually in electronic format. Nothing in the instrument or application will restrict the company s liability for fraud. SAVING STREAM BOND 11
References Issuer Saving Stream Bond Limited 1 Bedford Row London WC1R 4BZ Sponsor Lendy Limited Branksmere House Queens Crescent Southsea PO5 3HT Servicer and Calculation Agent Bedford Row Capital Advisers Ltd 1 Bedford Row London WC1R 4BZ Office Address: Branksmere House Queens Crescent Southsea Portsmouth PO5 3HT +44 (0) 800 779 7706 +44 02033 033146 savingstream.co.uk DISCLAIMER FOR THE INFORMATION DOCUMENT This invitation, is a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000 and is issued by Saving Stream Bond Limited, (the Company ), the Company is incorporated in England and Wales (registration number: 10261814), and is a wholly owned subsidiary of Lendy Limited who accepts responsibility for the information contained herein. This document has been approved by Laven Advisors LLP which is authorised and regulated by the Financial Conduct Authority to conduct investment business. Bedford Row Capital Advisers Ltd, which is an appointed representative of Laven Advisors LLP and Laven Advisors LLP are acting exclusively for the Company in connection with the issue of the Saving Stream Bonds for promotion only to the limited class of persons listed in FCA COBS Rule 4.7.7. (being (a) certified as a high net worth investor, (b) certified as a Sophisticated Investor, (c) self-certified as a Sophisticated Investor, or (d) certified as a Restricted Investor. Applications should only be made on the basis of the Invitation and the Instrument. For the avoidance of doubt, neither Bedford Row Capital Advisers Ltd nor Laven Advisors LLP are in no way behaving in a manner which might reasonably be considered to have a client relationship with an Applicant for Saving Stream Bonds or for such person to be a client of either Bedford Row Capital Advisers Ltd or Laven Advisors LLP in the context of the offering of the Saving Stream. Dated 6th September 2016.