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 Introduction & Short-­‐Form Due Diligence Documentation Privilege Wealth One Limited Partnership 186 Main Street Gibraltar (“The Partnership”) & Privilege Wealth Management Limited 186 Main Street Gibraltar (“The General Partner”) www.PrivilegeWealthLP.com | [email protected]
The General Partner: Privilege Wealth Management Limited (Gibraltar): Company Reg. No: 109665/REID No. GICO.109665-18
and by the power vested in the Limited Partnership Agreement acting for and on behalf of;
The Limited Partnership: Privilege Wealth One Limited Partnership: Partnership Reg. No: 093
and the General Partner’s wholly owned subsidiary:
The Operating Company: Privilege Wealth Management Limited (United States of America): File No. 2291941/EIN 33-1230322
Directors: Mark Munnelly ACA (British) / Andrew Sweeney (British) / Non-Exec: Peter Stokes (South African)
186 Main Street, Gibraltar
+44 (0) 203 582 3810
This document is supplied solely and exclusively upon request to Authorised and Regulated Firms or Individuals, or to qualifying high net worth, experienced, sophisticated or professional individuals who have self-­‐certified and pre-­‐qualified as such upon the Partnership’s website; www.PrivilegeWealthLP.com This document is not and does not form part of any offer to subscribe, purchase or invest in any product, scheme or business; financial or otherwise. The Hyperlinks in Blue Font contained in this document only function when logged-­‐in as an authorized and pre-­‐qualified “User” with a valid username and password on the Partnership’s website: www.PrivilegeWealthLP.com Business Model Précis: •
The Partnership consists of various Partners; General and Limited. •
The Partnership’s main business concern is asset-­‐backed lending into either Payday Loan companies or Asset-­‐Backed bridge finance companies (Mezzanine finance or High Demographic pawn-­‐brokering). •
The Partnership lends to a maximum of 25% (twenty-­‐five percent) of the value of any asset or security. •
The Partnership has never defaulted on any loan, and has never experienced a default on any loan made. •
The Partnership takes security in the form of prior legal transfer of ownership of any asset pledged, or shareholding in the case of a corporate borrower. •
In the case of Payday Loans, the Partnership takes prior transfer of both the shareholding in the company concerned and complete unencumbered cession of all debtors’ books. •
The Partnership installs custom proprietary software and maintains live data feed whereupon all payments, repayments and financial trends of its target borrowers are tracked on a live basis. 1.
The Partnership: Privilege Wealth One Limited Partnership Registered with The Gibraltarian Registrar of Partnerships number: 093 186 Main Street Gibraltar www.PrivilegeWealthLP.com [email protected] (Certificate of Registration) Is a Limited Partnership formed under the Limited Partnership Act 1927-­‐07 of Gibraltar and registered with the Registrar of Partnerships in Gibraltar (the “Partnership”.) The Partnership is managed and administered by the General Partner. 2.
The General Partner of The Partnership: Privilege Wealth Management Limited Incorporated in Gibraltar under company registration number: 109665 REID Number GICO 109665G 18 186 Main Street Gibraltar www.PrivilegeWealthLP.com [email protected] +44 (0) 203 582 3810 (Certificate of Incorporation) (Memorandums of Association) (Articles of Association) Is a limited company incorporated under the Companies Act 1930-­‐07 of Gibraltar and registered with Companies House, Gibraltar. The company is registered as (the “General Partner”) of the Partnership and accordingly manages all administration, accounting, legal and insurance matters. Currently the Partnership has only one General Partner. 3.
The U.S. Operating Company: Privilege Wealth Management Limited Incorporated in Delaware under company registration number: 229141 28 Old Rudnick Road Dover, Delaware 19901 United States of America (Certificate of Annual Tax Report 2014) (Certificate of Good Standing) (Employer’s Identification Number) Is a Limited Company incorporated under the laws of Delaware, United States. The company is a wholly-­‐owned subsidiary of the General Partner, and primarily utilised to take surety and cession of the companies trading in the United States that the Partnership does business with; thus preventing any cross-­‐border legal ambiguity. 4.
The Sales and Marketing Director of the General Partner: (Register of Directors) Andrew Sweeney +44 (0) 203 582 3810 (Ext. 050) www.PrivilegeWealthLP.com [email protected] (Certified Passport) (Précis CV) Andrew is an Authorised and Regulated Financial Advisor, with over 20 years in the financial services arena; his area of expertise is in the structuring and processing of regulated financial instruments within the retail, institutional, high-­‐net-­‐worth, sophisticated and professional markets, with specific focus on the pensions sector. 5.
The European Operations Director of the General Partner: Mark Munnelly ACA +44 (0) 203 582 3810 (Ext. 010) www.PrivilegeWealthLP.com [email protected] (Register of Directors) (Certified Passport) (Précis CV) Mark is a chartered accountant and is normally based in his London offices or in Gibraltar from where he manages the “Inward Market”; being funds that are injected into the Partnership by way of Loan Notes and Fixed Term Dividend Agreements by Limited Partners, investors and authorised and regulated firms and individuals. 6.
Non-­‐Executive Director of the General Partner: Peter Stokes BA LLB LLM 96 Kensington High Street London W8 4SG England +44 (0) 203 582 3810 (Ext. 030) www.PrivilegeWealthLP.com [email protected] (Register of Directors) (Certified Passport) (Précis CV) Peter is an attorney (non-­‐practicing roll) and also sits on the Boards of Affinity Insurance PCC Ltd. and Concord Equity Group Ltd. he provides general counsel to the Board and brings a breadth of experience as a corporate legal advisor. 7.
Corporate Advisory/Insurance: Concord Equity Group Limited Heritage Hall, Le Marchant Street St. Peter Port Guernsey www.ConcordEquity.co.uk [email protected]
+44 (0) 203 667 8810 (Statement of Facts) Concord Equity Group Ltd. is a limited company based in Guernsey, Channel Islands; it advises the Partnership upon the structure of insurance related products and its internal business structure. 8.
European Legal Counsel: FSE Law GMBH Kurfürstendamm 30, 10719, Berlin, Germany. www.FSELaw.com (Legal Counsel Contract) (Escrow Fact Sheet) [email protected] +49 30 8058 9870 -­‐-­‐-­‐ Robert Glass (Europe) +1 646 867 1931 -­‐-­‐-­‐ Robert Glass (United States) +44 20 7193 7942 -­‐-­‐-­‐ Robert Glass (United Kingdom) (Escrow Agreement) FSE Law is a limited company incorporated in Berlin, Germany. They specialise and advise the Partnership on, international contractual law, financial structure, securities, capital market listings and public offerings. FSE law also manage and maintain the Escrow Account at LGT Bank, Liechtenstein. 9.
European Banking (Escrow): (Banking details) LGT Group Herrengasse 12 FL-­‐9490 Vaduz Liechtenstein www.LGT.com + 423 235 1122 LGT Group is the wealth and asset management group of the princely House of Liechtenstein. The Partnership via FSE Law holds their European Escrow account at the bank. Loan Note and Dividend Agreement/Share Capital Contributions may paid to this account. 10. UK Banking (Escrow): (Banking details) Lloyds Bank Stockley Park Heathrow London England UB11 1FW www.Lloydsbank.com +44121 7411380 The Partnership utilizes the services of Munnelly & Dunleavy Chartered Accountants’ escrow facilities for European and especially UK payments. All KYC and compliance is performed locally by the accounting firm, which is owned by Mr. Mark Munnelly, a shareholder and Director of the Group. 11. International Banking (Listed Instruments on Recognised Exchanges): Societe Generale Bank and Trust 11 Avenue Emile Reuter 2424 Luxembourg Luxembourg. Sgbt.lu +352 47 93 111 (Banking details) Societe Generale is the highest capitalised bank in the Luxembourg jurisdiction, and is utlised for all settlements of Tranche A, B and C listed Loan Notes. 12. United States Banking (Banking details) Chase Bank 22191 Powerline road Boca Raton Florida 33433 USA www.Chase.com +1 561 750 6774 JP Morgan Chase Bank , The Partnership uses the services of the bank to conduct financial transactions within the United States. 13. Compliance, Trust and Secretarial Services. Corinthian Trust Company Limited 186 Main Road Gibraltar Incorporated in Gibraltar under Company Registration Number: 102376 Gibraltar Financial Services Commission number: FSC1066B (Certificate of Incorporation) (Register of Company Secretaries) (Gibraltar Financial Services Licence) www.Corinthian.gi [email protected] +350 200 65284 Corinthian Trust Company Limited is a Gibraltar based limited company specialising in offshore tax planning, trust and secretarial services; Corinthian conduct all new incorporations of Limited Partners, compliance, KYC-­‐ AML and other regulatory services on behalf of the Partnership, and are licensed and regulated by the Gibraltar Financial Services Commission. 14. Regulatory Issues – Loan Note OWG Investments PLC 32 Threadneedle Street London EC2R 8AY England Incorporated in the UK under Company Registration Number: 07871781 www.OWGplc.com [email protected] +44 (0) 844 997 2082 – Martin McNally (Companies House website extract) (Loan Note Statement) Orange Corporate Finance Ltd. Landmark House 17 Hanover Square, Mayfair London W1S 1HU England Incorporated in the UK under Company Registration Number: 03672149 Financial Conduct Authority Number: 189495 www.OrangeCorporateFinance.co.uk [email protected] +44 (0) 203 301 3356 – Martin McNally (Loan Note Statement) (Companies House website extract) (UK FCA Website extract) OWG PLC are a Public Limited Company incorporated and registered in the United Kingdom that provides UK regulatory advice. Orange Corporate Finance Limited are a limited company incorporated in the United Kingdom that are authorised and regulated by the Financial Conduct Authority and have signed-­‐off the issue of the original Loan Note in terms of the FMSA 2000. 15. Regulatory Issues – Insurance Affinity Insurance PCC Ltd. Level 5, Mill Court St Peter Port Guernsey, GY1 1EJ Guernsey Financial Services Commission number: 2189923 www.AffinityPCC.com [email protected] +44 (0) 1481 7147 (Guernsey Financial Services Website extract) Affinity Insurance PCC Limited is a specialist protected cell insurance company offering captive insurance and re-­‐insurance products and services. Affinity is licensed to conduct Insurance business by the Guernsey Financial Services Commission. 16. Insurance Company Jadestone Insurance Cell -­‐-­‐-­‐ Affinity Insurance PCC Ltd. Level 5, Mill Court lane Charroterie, St Peter Port Guernsey, GY1 1EJ Guernsey Financial Services Commission number: 0030900
(Statement of Facts) www.JadestoneInsurance.com [email protected] +44 (0) 1481 7147 (Insurance Policy) Jadestone Insurance cell is a captive cell of Affinity Insurance PCC Limited and authorised and regulated by the Guernsey Financial Services Commission to conduct Insurance business. 17. Auditors The European Auditors are: KPMG Gibraltar 3B Leisure Island, Business Centre Ocean Village Gibraltar www.kpmg.com/gi/en/pages/default.aspx The U.S. Auditors are: Morrison, Brown Argiz & Farra / Baker Tilly International 1450 Brickell Avenue Miami. Florida United States of America http://www.mbafcpa.com 18. Business Structure. a.
A Gibraltar Limited Partnership has perpetual succession and separate legal personality; therefore “body corporate” status. b.
A Limited Partnership is formed by the constitution and registration of the Partnership by a number of partners. There are two distinctly different types of partners: Limited Partners and General Partners. c.
A General Partner is liable for all obligations, liabilities and debts of the Partnership, and in the case of Privilege Wealth manages and administers the Partnership. d.
A Limited Partner does not take part in the management, administration or control of the Partnership, but can share in the profits, and enter into financial transactions with the Partnership. e.
A Limited Partner is not responsible for the obligations, liabilities and debts of the Partnership over and above the Limited Partner’s share capital. f.
Normally each Partnership contains “General Partners” and a higher number of “Limited Partners”. g.
Partnerships are registered with the Registrar of Partnerships in Gibraltar. h.
Gibraltar has a territorial tax system and has no VAT or Capital Gains Tax. i.
Limited Partnerships in Gibraltar are confirmed by HMRC as tax-­‐transparent ie; the Partnership is not taxed on its profits as each individual Limited Partner pays their taxes in terms of their own jurisdiction and circumstances. j.
Gibraltar is a dependent territory of the United Kingdom and part of the EU. k.
The General Partner acts for and on behalf of The Partnership in all administration and management processes and in this regard from time to time will authorise: i.
ii.
The issue of new Loan Notes or profit-­‐share agreements in the form of Fixed Term Dividend Agreements. The incorporation of a new Limited Partner to the Partnership. 19. Business Model & Financial Regulation.
The Partnership refers to the EU Markets in Financial Instruments Directive, the Financial Services (Investment and Fiduciary Services) Act, 1989, the Financial Services (Markets in Financial Instruments) Act, 2006, the Financial Services (Markets in Financial Instruments) Regulations, 2007 and the Financial Services and Markets Act (Financial Promotions) Order 2005 (FPO) of Gibraltar and the UK respectively. The Partnership is incorporated under the laws of Gibraltar and therefore the Gibraltar Acts and MiFID have relevance; the Financial Services and Marketing Act (FMSA 2000) of the United Kingdom is quoted purely to give example of a High Net Worth definition within the UK, EU and MiFID participant members, all of which are quite similar, although not identical. a.
The Partnership is a Limited Partnership formed and registered in terms of the Limited Partnership Act of Gibraltar 1927-­‐07 (“The Act”) b.
The Partnership was formed to provide a structure to enable a number of Limited Partners to join the Partnership, in order to formalize a joint enterprise, and for the General Partner to be able to perform all management and administration processes for and on behalf of the Partnership (as prescribed in the Act). The objective of the joint enterprise is for the Partnership to provide asset-­‐backed loans, or purchase and/or factor debtor’s books in pre-­‐selected third-­‐party companies trading in the micro-­‐
finance, Payday lending, pawn-­‐brokering or asset-­‐backed-­‐lending market sectors (the “Corporate Borrowers”). c.
The Partnership accepts 1) a capital contribution from its Limited Partners to join the Partnership 2) loans from its Limited Partners pursuant to a loan agreement, which is recorded in a Loan Note, and 3) ring-­‐fenced capital contributions that are recorded in a Fixed Term Dividend Agreement all of which fund the business of the Partnership. d.
Loans from Limited Partners are provided on a pre-­‐defined term, Payment Schedule and interest rate as agreed between the parties to the Loan Note, and insurance cover is arranged on the initial Capital Value. e.
Capital contributions from Limited Partners are provided on a pre-­‐defined term, payment schedule and a fixed percentage return per annum on a profit-­‐share basis, the initial Capital Value is however not insured. f.
The Partnership has taken professional advice in respect of the Financial Services (Investment and Fiduciary Services) Act, 1989 and are aware that MiFID has been implemented in Gibraltar via the Financial Services (Markets in Financial Instruments) Act, 2006 (collectively "the Financial Acts") and the Financial Services (Markets in Financial Instruments) Regulations, 2007 ("the Regulations"). The status is as follows: i.
The Partnership itself does not consist of a "collective investment scheme” as the Limited Partner’s only commercial interest in the Partnership is the loan or capital they provide on a pre-­‐defined term, payment schedule and percentage rate as agreed. There is no valuation attributed to, or unitization of, the Partnership interests, nor of the underlying asset of the Partnership. However, various authorised and regulated collective investment schemes that are licensed within their own jurisdiction do contribute funds to the Partnership. ii.
The activities of the Partnership do not include “Activities Constituting Investment Business” as set out in Schedule 2 (Section 3(2)) of the Financial Services (Investment and Fiduciary Services) Act, 1989 and do not constitute “Investment services and activities” as listed in Section A of Annex I relating to any of the instruments listed in Section C of Annex I of MiFID. iii.
The Partnership does not conduct activities of “Managing investments”, which is defined in Schedule 2 of the Financial Services (Investment and Fiduciary Services) Act, 1989 as Managing or offering or agreeing to manage, assets belonging to another person if those assets consist of or include investments or may do so at the discretion of the person managing or offering or agreeing to manage them. The Partnership does not manage assets belonging to other people. It only manages its own assets and liabilities. iv.
The Partnership does not, nor is it requested or have any cause to provide “Investment advice’ which the Financial Services (Investment and Fiduciary Services) Act, 1989 defines to mean the provision of personal recommendations to a client, either upon its request or at the initiative of the investment firm, in respect of one or more transactions relating to financial instruments. It operates as a principal only for its own account; the Partnership makes no recommendations in respect of any transactions, to neither its Limited Partners nor third parties. v.
The Partnership does not conduct activities of “Arranging deals in investments”, which is defined in Schedule 2 of the Financial Services (Investment and Fiduciary Services) Act, 1989 as Making, or offering or agreeing to make, arrangements with a view to (a) another person buying, selling or subscribing for or underwriting a particular investment; or (b) a person who participates in those arrangements buying, selling, subscribing for or underwriting investments. (1) The arrangements in subparagraph (a) are arrangements that bring about or would bring about the transaction in question; but arrangements do not fall within subparagraph (b) by reason of their having as their purpose the provision of finance to enable a person to buy, sell, subscribe for or underwrite investments. (2) This paragraph does not apply to a person by reason of his making, or offering or agreeing to make, arrangements to which he will himself be a party as principal or which will be entered into by him as agent for one of the parties. vi. The Partnership acts as a principal, namely the loans it will raise are for its own account and not arranged for a third party, and such activity falls within the scenario highlighted above; “This paragraph does not apply to a person by reason of his making, or offering or agreeing to make, arrangements to which he will himself be a party as principal.” g.
The Partnership has appointed Orange Corporate Finance Ltd, which is authorised and regulated by the FCA under reference 189495, as a third party to arrange loans agreements with new Limited Partners in the form of a Loan Note. The Loan Notes are approved for distribution by Orange Corporate Finance Ltd. 20. Qualification and Self-­‐Certification a.
The Loan Note is only offered and issued to: i.
Certified high net worth persons within the meaning of Article 48 of the Financial Services and Markets Act (Financial Promotions) Order 2005 (FPO), or self certified sophisticated investors within the meaning of Article 50A FPO, or entities regulated by their own Financial Services authority in their own jurisdiction, or ii.
Authorized and Regulated Financial Advisors or Financial Services Firms/Institutions. b.
The Limited Partners are and will be only sophisticated professional investors, or regulated entities, and more significantly partners in the same joint enterprise. c.
The Partnership is exempt from the provisions of S21 of the Financial Services & Markets Act 2000, on the grounds that the Partnership only enters into a loan arrangement with high net worth persons being persons who have complied with the provisions of Part 1 of schedule 5 of the FPO or self-­‐-­‐-­‐certified sophisticated investors being persons who have complied with Part ii of schedule 5 of the FPO. Under the MiFID harmonization the UK regulations, and the exemptions thereto, are equivalent to the corresponding provisions of the Act and Regulations of Gibraltar/MiFID. Accordingly, in accordance with the professional advice received by the Partnership, all loan notes issued by the Partnership are headed with the statement: This Loan Note is approved for distribution by Orange Corporate Finance Ltd which is authorised and regulated by the FCA under reference 189495. The Loan Note is only issued to certified high net worth persons within the meaning of Article 48 of the Financial Services and Markets Act (Financial Promotions) Order 2005 (FPO) or self certified sophisticated investors within the meaning of Article 50A FPO. The contents of the Loan Note are exempt from the provisions of S21 of the Financial Services & Markets Act 2000, on the grounds that it is only being issued to high net worth persons being persons who have complied with the provisions of Part 1 of schedule 5 of the FPO or self-­‐certified sophisticated investors being persons who have complied with Part ii of schedule 5 of the FPO. d.
The process of becoming registered as a Limited Partner requires fulfilling all compliance, KYC and AML checks. The process is professionally controlled and managed in Gibraltar by Corinthian Trust Company Limited. Corinthian Trust Company provides Client Categorization for the Partnership and each Limited Partner’s file is archived at Corinthian Trust Company. e.
The Partnership’s website is password protected with a log-­‐in process required and individual wishing to view it has already been issued with a Limited Partner username and password. Prior to a potential business partner gaining access to our business model, due diligence pack and/or becoming a Limited Partner, the signing of the a self-­‐certification statement by a prospective Limited Partner is required. f.
The Partnership confirms that the Gibraltarian Financial Services Commission has investigated the above-­‐mentioned structure, and found it to comply with current regulation. 21. Insurance a.
The General Partner secures insurance cover for the Partnership for and on behalf of Limited Partners. The cover provides for Investment Managers Insurance with Capital Protection and takes two basic forms: i.
IMI Cover (Investment Manger’s Insurance) Indemnity against loss in terms of: Professional Liability Insurance: which covers any Wrongful Act which includes any misstatement, misleading statement, act, error, omission, neglect, breach of trust, breach of fiduciary duty or breach of regulations, by the Partnership, the General Partner or any other person for whom the Partnership is legally liable. Crime Protection Insurance: which indemnified against any Act of Infidelity, dishonesty, or fraudulent, malicious act committed by a Director or employee. The policy also covers Third Party Crime including the physical loss of, or damage to, or destruction of property, and the impairment, alteration of electronic data or computer networks. Cyber Protection: which indemnifies against loss caused by a Cyber Event which occurs on the Computer Network, and for Crisis Management Costs and customer notification expenses following a security breach or breach of Privacy Regulations, and for loss caused by Cyber Extortion. ii.
Capital Shortfall Protection Insurance (Surety and Performance Bond) Indemnity against: A Loan default, Default, being a failure by the Partnership to pay in full the capital amount of any Loan Note that is due for repayment owing to the non-­‐payment of Corporate Borrowers to cover 100% of the principal Capital Value of each Loan Note as loaned by any Loan Note Holder to the General Partner (and Partnership) as agreed and signed in any Loan Note transaction reached between the General Partner and the respective Loan Note Holder. b.
The Partnership is the Policy Holder and, in accordance with the terms of the Loan Notes, the sole and exclusive recipient of funds from any pay-­‐-­‐-­‐out resulting from the Insurance cover are Loan Note Holders. c.
The Insurance cover is in the form of capital shortfall protection and is triggered only in the event of default insofar as capital loss sustained by a Loan Note Holder. d.
100% (one hundred percent) of the Capital Value of each Loan Note is insured against “Loan Default” with a 5% (five percent) deductible applicable, therefore in the event of default, a minimum of 95% (ninety-­‐five percent) of the Capital Value of any Loan Note would be protected by the policy; accordingly the maximum loss of utilized capital would be 5% (five percent). e.
Loan Note interest is not covered by the policy. f.
Fixed Term Dividend Agreements are not insured. 22. Risk Mitigation. a.
Notwithstanding an Insurance Policy covering 95% (ninety-­‐five percent) of the Capital Value, the Partnership advises its Limited Partners, Loan Note Holders and Fixed Term Dividend Agreement holders to consider all and any risks prevalent in any investment or business venture they may enter into. b.
The relationship between the Partnership and a Corporate Borrower is often a long one, and various joint ventures and business models can result from it. It is therefore essential that before committing any funds to any Corporate Borrower, the Partnership conduct a detailed and invasive forensic investigation into the business model, its shareholders, directors and client-­‐base. A specimen Due Diligence study in this regard is always available (to established Limited Partners) upon request. c.
Before funding a Corporate Borrower the Partnership takes cession of all debtor’s books, assets and shareholding of the company concerned. Share transfer certificates and Director’s resignation forms are pre-­‐signed in favour of the Partnership; financial tracking software is installed to give the Partnership a live data feed on the debtor’s books, financial trends and lending statistics of the Corporate Borrower concerned, (it is quite possible that the Partnership would detect a change in payments or defaults before the Corporate Borrower). d.
The risk and surety calculation performed on each Corporate Borrower clearly shows an asset to liability threshold of in excess of 400% (four hundred percent), to clarify; the Partnership lends on average no more than 25% (twenty-­‐five percent) of the value of any asset or debtor’s book (LTV). e.
The funding agreement between the Partnership and their Corporate Borrowers stipulates that in the event of a 14 (fourteen) day default in payment, the Partnership has immediate step-­‐in rights; whereupon the Partnership may take over any Corporate Borrower’s business, offices, staff, software, hardware and debtor’s books with the sole intention of collecting what is due to the Partnership. In the event of default by a Corporate Borrower resulting in loss to a Loan Note Holders, the General Partner shall, by necessity, enforce its rights in the order to recover outstanding amounts in order to mitigate its risk and minimise its loss before claiming on the capital shortfall protection. f.
Risk Summary: i.
ii.
iii.
iv.
v.
vi.
vii.
viii.
The Partnership has live data feed on all financial data. The Partnership has pre-­‐signed Director’s resignations The Partnership has pre-­‐signed share-­‐transfer forms. The Partnership has a cession of all debtors’ books. All funds loaned to a Corporate Borrower are tracked from the moment of receipt to repayment. The Partnership only lends 25% LTV, and therefore has very little exposure. In the event of a 14 (fourteen) day default, the Partnership can take over any Corporate Borrower’s business and immediately collect all funds owing in terms of the debtor’s books in order to mitigate its risk. As it is extremely unlikely that any Corporate Borrower would default in the first quarter, the risk on Capital is equivalent to 20% aggregate; ie; the Partnership would only be required to step-­‐in and collect one-­‐fifth (20%) of the value of any asset or debtor’s book to extricate itself from any capital risk. 23. Transaction Process. a.
Introduction of the Potential Limited Partner and/or Investor (“Introduced Party”) to the Partnership by an “Introducer” who has pre-­‐contracted with the Partnership via an “Introducer’s Agreement” and who is therefore authorised and permitted to introduce third parties to the Partnership. b.
The Introduced Party accesses the Partnership’s website; www.PrivilegeWealthLP.com and self-­‐certifies as either an Authorised and Regulated entity or a high net worth/sophisticated/experienced investor (Stage 1 Agreement) by digital signature. c.
The Introduced Party receives Stage 1 documentation and a brochure explaining the current opportunities that the Partnership are engaged in. d.
In the event the Introduced Party has further interest, they shall access the Partnership’s website and uploads two forms of photo-­‐ID and request further specimen contractual documentation (Stage 2 documentation). e.
The Introduced Party shall receive Stage 2 documentation, to include all contractual documentation required to become a Limited Partner and/or enter into either a Fixed Term Dividend Agreement and/or a Loan Note. f.
It is at this point that the Partnership highly recommends that the Introduced Party take legal counsel upon the opportunity and resulting contractual documentation supplied. g.
In the event that the Introduced Party wishes to investigate the terms, conditions, interest rate, profit-­‐share and payment schedule of a potential investment, the Introduced Party will use the financial application featured upon the Partnership’s website in order to calculate interest, profit-­‐share and capital payments, the dates upon which such payments would be made and the date upon which the Capital Value is returned. h.
Various forms of investment into the Partnership are accepted: i.
ii.
iii.
iv.
v.
vi.
A UK Sterling Denominated Direct Loan Note Loan Notes listed on a “recognized exchange” USD Loan Notes EUR Loan Notes GBP Loan Notes that are classed as a “Standard Asset” in terms of the FCA Pension ruling. A Fixed Term Dividend Agreement. i.
If the Introduced Party wishes to proceed, they will request a Term Sheet online from the Partnership’s website and the Partnership shall supply a specific and individual Term Sheet detailing the exact terms and conditions of the envisaged investment, loan or capital injection.
j.
The Term Sheet binds the Partnership to the terms and conditions of the proposed transaction for a period of 30 (thirty) days, the Term Sheet does not legally bind the Introduced Party in any way. k.
Should the Introduced Party decide to proceed, they shall access the Partnership’s website and complete the application to become a Limited Partner (Stage 2 Agreement) and provide all of the KYC and AML documentation required. l.
Upon becoming a Limited Partner they shall be permitted and authorised to proceed with financial transactions with the Partnership. m.
An Authorised and Regulated entity is not required to become a Limited Partner of the Partnership; n.
Upon authorisation, the Limited Partner and/or Investor may remit funds to any of the Partnership’s bank accounts, and will thereafter receive a Payment Schedule showing the dates and amounts of the contracted Quarterly interest or profit-­‐share dividend payments and the return of capital on the prescribed Redemption date. 24.
Forms of Contract. a.
Two forms of financial contract exist between the Partnership and its Limited Partners and/or Investors; i.
Loan Notes; •
•
Are available in terms ranging from 12 to 60 months. Are available in British Pound, US Dollar or Euro variants. •
Can be annually redeemable or redeemable at end of term. •
Various Loan Notes are listed on the Luxembourg MTF exchange (a “recognized exchange”) •
Various Loan Notes are considered a “standard asset” suitable for pension scheme investment. •
Various Loan Notes are quoted on Bloomberg and Telekeurs. •
Various Loan Notes are valued monthly on Navjust and Helix valuation and process websites. •
Can be settled via Euroclear / Clearstream / Societe Generale •
The Capital Value shall be refunded to the Limited Partner and/or Investor by the Partnership on the “Redemption Date”. •
100% (one hundred percent) of the Capital Value of each Loan Note is insured against wrongful acts and capital shortfall in the event of default. A 5% deductible excess is payable, resulting in a pay-­‐out of 95% (ninety-­‐five percent) of the Capital Value in the event of default. ii.
Fixed Term Dividend Agreements: •
•
Are available in terms ranging from 12 to 60 months. Are available in British Pound, US Dollar and Euro variants. •
The Capital Value is a ring-­‐fenced amount of funds utilised by the Partnership in funding the Joint Enterprise. •
The parties to the agreement; being the Limited Partner and/or Investor and the Partnership agree and contract a share of profits in the Joint Enterprise. For ease of reference and calculation the share of profits are reduced to a fixed annual percentage return on the Capital Value. (the “Percentage Return”). •
One quarter of the Percentage Return shall be paid upon each 91 (ninety-­‐one) day anniversary of the Issue Date as shown upon the Payment Schedule (the “Quarter Dates”). •
The Capital Value shall be refunded to the Limited Partner and/or Investor by the Partnership on the “Redemption Date”, as shown on the Payment Schedule. 25. Contractual documentation; a.
b.
c.
d.
e.
f.
g.
h.
i.
Stage 1 Agreement (Self-­‐Certification) Stage 2 Agreement (Limited Partnership Agreement) Specimen Term Sheets Specimen Loan Notes Specimen Loan Note Certificates Specimen Fixed term Dividend Agreement Specimen Payment Schedule Specimen Insurance Policy Specimen Introducer’s Agreement 26. Additional Due Diligence documentation; a.
b.
c.
d.
e.
f.
g.
h.
i.
j.
k.
l.
m.
Gibraltarian Limited Partnership Act 1927-­‐07 (link to external website) Gibraltarian Companies Act 1930-­‐7 (link to external website) Statement of Facts from UK accountants. Loan Note statement by OWG PLC (financial corporate advisers) Loan Note statement by Orange Corporate Finance Ltd. (Loan Note Issuer) Extract from Companies House UK in terms of OMG PLC Extract from Companies House UK in terms of Orange Corporate Finance Limited. Extract from Guernsey Financial Services Commission in terms of Affinity Insurance PCC Limited. FSE Law Legal Counsel Agreement FSE Law Escrow Agreement Legal Opinion on US Loan Note Fund Tracking software screenshots Extract from Risk mitigation calculation. 27. Important Disclaimers and Information for your attention. The specimen contractual documentation supplied will differ in layout and design from those received when transacting via the Partnership’s online business portal. Each of the online documents are custom designed to permit digital signatures and electronic watermarks and optimised for web-­‐
-­‐browsers; the verbiage and contractual terms and condition will however by very similar. We stress the need to read and understand your contractual documentation as opposed to relying on the generic specimens hereto included. The Partnership fully understands that many prospective Partners or Investors may not wish to use an online facility or may not be technically proficient in the use of Information Technology; in this event please interact with the Partnership via the following e-­‐mail address, whereupon the Partnership will appoint a personal account manager to handle all enquiries and your relationship and contractual processes with the Partnership. All documentation is available either online at; www.PrivilegeWealthLp.com or in hard copy by post or by e-­‐mail upon request. Transactions can be executed on either a digital or “wet-­‐ink” basis. In the event your financial advisor or legal counsel wish to enquire or gain further insight into our products and services; Please direct all further queries to: [email protected] This document sets out a general description of the business of the Partnership and also includes general guidelines of the 12 month Loan Note/Fixed Term Dividend transactions between the General Partner and Limited Partners of Privilege Wealth One Limited Partnership; it is meant purely for qualifying prospective Limited Partners of Privilege Wealth and does not form part of, or represent, or imply any terms and conditions of any agreed contractual relationship. This document is subject to change at any time, without notice, and at the entire discretion of the General Partner. All references to Insurance products are subject to policy terms and conditions at the time of issue. (The names and abbreviations of the policies are solely indicative of the type of cover provided and to which type of institutions the policies and risk cover are normally provided to, and do not in any way intend to suggest that Privilege Wealth is a Bank or Investment Manager).