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MJS Capital - Brochure - 2016

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WWW.MJS.CAPITAL 29 th March 2016 PRIVATE OFFER FIXED INCOME SECURED BONDS SUMMARY MARKETING BROCHURE
Transcript
Page 1: MJS Capital - Brochure - 2016

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W W W . M J S . C A P I T A L

29th March 2016

PRIVATE OFFER FIXED INCOME SECURED BONDS

SUMMARY MARKETING BROCHURE

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RISK FACTORS

All investments in securities involve risks. These risks include or relate to stock market and bond market risks, exchange rate risks, volatility risks and political risks. Any such risk can also occur in combination with other risks. There are many risks which could have an impact on an investment in the bonds and they are described extensively in the information memorandum issued by the company on 29 March 2016 (Memorandum). They include failure of counter parties in debt trading programmes, failure of bond issuers to pay interest and to repay capital, the absence of the bonds, a majority of bondholders may change the terms and conditions of the bonds, inability to transfer the bonds, bondholders may receive less than the original amount invested, financial risks, change of law, the bonds are not covered by the Financial Services Compensation Scheme, economic and political conditions, early redemption of the bonds by the company, exchange rate risks and exchange controls and interest rate risks. This brochure should be read as an introduction to the Memorandum. Any decision to invest in the bonds must be based on a complete reading and understanding of the investment memorandum.

CONTENTSRisk Factors

Welcome to MJS Capital plc

Key Points

The Bond Offer

Our Team

The Investment

Insurance

Key Advisors

Key Data About The Bonds

F.A.Q.

Important Legal and Regulatory

Information For The Investor

2

4

5

8

10

12

16

18

19

20

22

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“MJS Capital plc was established in 2015 because we saw an opportunity to offer investors access to high yield

trade programmes which would normally be restricted due to their demanding entry requirements...”

RISK FACTORS

All investments in securities involve risks. These risks include or relate to stock market and bond market risks, exchange rate risks, volatility risks and political risks. Any such risk can also occur in combination with other risks. There are many risks which could have an impact on an investment in the bonds and they are described extensively in the information memorandum issued by the company on 29 March 2016 (Memorandum). They include failure of counter parties in debt trading programmes, failure of bond issuers to pay interest and to repay capital, the absence of the bonds, a majority of bondholders may change the terms and conditions of the bonds, inability to transfer the bonds, bondholders may receive less than the original amount invested, financial risks, change of law, the bonds are not covered by the Financial Services Compensation Scheme, economic and political conditions, early redemption of the bonds by the company, exchange rate risks and exchange controls and interest rate risks. This brochure should be read as an introduction to the Memorandum. Any decision to invest in the bonds must be based on a complete reading and understanding of the investment memorandum.

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WELCOME TO MJS CAPITAL PLC

Thank you for taking the time to read this document and for considering the MJS

Capital Plc Fixed Income Secured Bond as a possible investment opportunity.

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MJS Capital plc was established in 2015 because we saw an opportunity to

offer Investors access to high yield trade programmes which would normally be

restricted due to their demanding entry requirements. Access is made available

through our fixed income secured bond which offers a return of 2% per month

over 12 months.

Members of our team have both the expertise and experience to place individual

and corporate investors in high yield trade programmes. Our company has

applied this knowledge and these skills to structure the MJS Capital fixed income

bond for investors who are looking for a higher than average yield compared to

other bonds on the market.

The process of selecting trade programmes and the purchase of discounted

securities for MJS Capital’s investment portfolio will be accompanied by stringent

due diligence, which will also be partially based upon long-standing relationships

with fund managers, traders and professionals who have a strong background in

the financial sector.

A simple strategy for high returns

Low risk and high returns are key features of an investment most investors look

for when building a successful portfolio and sometimes the simplest solution is

able to offer the desired results.

Profits can be generated with relatively little risk by buying and selling securities

through a well known method called arbitrage. Arbitrage is the simultaneous

purchase and sale of an asset in order to profit from the price differences

between a seller and a buyer of financial instruments.

The programmes to which we have access either directly or indirectly trade

discounted securities using a pre sold arbitrage policy. What this means is the

licensed trader, under contract cannot purchase a security unless a buyer and a

price have already been agreed. The difference in price generates the company a

profit which enable us to offer a high yield over a relatively short investment term.

Combining security with a performance driven attitude

We have established our fixed income bond to put investors first and foremost.

To this end our company only makes profits once our investors have been repaid

in full plus the interest they are owed.

Funds invested into our bond will be received via a regulated payment services

provider here in the UK. Funds are then invested directly by the payment services

provider into the chosen investments.

Apart from overheads, 80% of the profits generated from our chosen

investments will be held by a UK regulated security trustee in a designated

deposit account, or sinking fund.

We have appointed NCM Fund Services Limited, which is authorised and

regulated by the Financial Conduct Authority, to act as security trustee; in the

event of a default, the security trustee has the right to take control of the assets

on behalf of Bondholders.

A balanced portfolio

The company’s strategy is to expand its portfolio by purchasing secured debt

securities at a preferential discount with a view to holding them until maturity,

enabling us to achieve additional returns.

If the company decides that there is a business case for selling any of these debt

securities at full price, it will take the profit and create liquidity for reinvestment.

Our well structured investment policies allow us to build a balanced portfolio that

is asset backed further, enhancing security for our investors.

High yield offer

Professional, high net worth and sophisticated investors, as well as high net

worth companies, may invest a minimum of £1,000,000 for 12 months. In return,

MJS Capital plc will offer them a fixed gross rate of 2% month paid quarterly or a

compound rate of 26.82% paid on maturity. At the end of the term, MJS Capital

plc will repay in full the original capital sum invested. If we over perform and the

sinking fund reaches the required level to repay the bonds and the interest on

them sooner than anticipated, we aim to repay investors earlier but still with the

interest which would be payable over the full term of the bonds.

This document explains how the bond will work and how your money will be

invested. The bond will launched in the coming weeks and subscriptions will

close four months after that.

Thank you for taking the time to read this document and for considering the MJS

Capital plc fixed income secured bond as a possible investment opportunity.

Offering a secured investment paying 2% per month for 12 months

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KEY POINTSFIXED INTEREST

% per month paid quarterly or compound interest of 26.82%

paid on maturity

MATURITY DATE12 Months

ASSET BACKED BONDSUnderlying assets and cash account secure interest and

capital payments.

SECURITY FOR INVESTORS

Funds handled by FCA regulated companies in the UK.

INNOVATIVE INVESTMENT POLICYLow risk arbitrage investment

policy in debt securities.

SIPP APPROVEDSuitable for SIPPS and SSAS

FULLY INSURED100% insurance cover in place

MINIMUM INVESTMENT

£1,000,000

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“MJS Capital believes that security of capital is one of the principal

areas which investors consider when building a well balanced portfolio...”

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THE BOND OFFERBond nameIssuerTermCouponPaymentMinimum investmentTarget raiseWebsite

MJS Capital Fixed Income Secured BondMJS Capital plc12 Months2% gross per month or compound interest of 26.82%Interest paid every 91 days£1,000,000£100,000,000www.mjs.capital

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The Company is offering investors the opportunity to earn two per cent gross interest per month fixed for a year and paid quarterly. Investors may opt for interest to be compounded and paid at the maturity date. The compound rate is 26.82 per cent gross.

The bonds are not transferable except upon the death of a bondholder. The bonds and the interest payable on them will be secured by a first charge over certain of the company’s investments acquired with the proceeds of the issue of the bonds and by a designated deposit account, or sinking fund, controlled by an independent trustee, to which will be credited 80 per cent of the profits arising from the company’s investments purchased with the proceeds of the issue, less its operating expenses, and which will be applied solely to repay the bonds and interest on their respective maturity dates.

The minimum subscription for the bonds is £1,000,000 which will paid to a payment services provider regulated bythe Financial Conduct Authority. Prior to maturity of their bonds, bondholders may elect to roll their bonds over into a new 12 month bond on the same terms.

The company will pursue two investment policies.

First, it will directly and indirectly invest in private debt trading programmes which purchase discounted debt securities only if they have been presold through low risk arbitrage transactions.

Secondly, it will directly purchase debt securities from their issuers at a discounted price.

Investors should carefully scrutinise the risk factors associated with an investment in the bonds set out in the Memorandum. The full text of the Memorandum must be read.

“The Company is offering investors the opportunity to earn two per cent gross interest per month fixed for a year and paid quarterly. The compounded rate is 26.82 per cent gross.”

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OUR TEAM

Martin Westney has been involved in fundraising and advice in many varying sectors, including renewable energy and security projects. He is a trustee of a Disaster Relief Charity that raises donations to assist in disaster areas across the globe. Recent campaigns include fund raising for the Philippines disaster and Syrian refugee camps in northern Iraq. Martin Westney has operated in the private placement arena for debt and equity securities for a number of years. He is currently working with a number of overseas government agencies to secure funding for infrastructure and inward investment.

MARTIN WESTNEYDirector

Shaun Prince is an experienced Introducing broker, dealing with hedge funds and fundraising for many structured products, and has helped with the introduction of specialist private investments. Through his extensive knowledge and connections, he has been able to access many restricted and private trade programmes. Shaun has been instrumental in implementing the bonds highly structured investment policy. Working with many structured debt securities Shaun has been able to gather information from investors as to what their needs are whilst still focusing on security. Shaun is currently working with several other companies in aiding the structuring of debt financing built around the same principles of the MJS Capitals plc investment policy.

SHAUN PRINCEDirector

Lord Razzall qualified as a solicitor in 1969 and worked for Frere Cholmeley (later Frere Cholmeley Bischoff), becoming a partner in 1973, and chief executive in 1990 before leaving in 1995 to set up his own corporate finance business. In 1974 he was elected a councilor for Mortlake Ward in the London Borough of Richmond upon Thames, which he represented for 24 years. During that time he served as chair of Richmond Council’s Policy and Resources Committee for 13 years and as deputy leader from 1983 to 1996. In 1986 he became joint-treasurer of the Liberal Party and then treasurer of the newly merged Liberal Democrats in 1988. He was appointed a Commander of the Order of the British Empire (CBE) in the 1993 New Year Honours and created a life peer on 22 October 1997 as Baron Razzall of Mortlake in the London Borough of Richmond. From 2000 to 2006, he was chair of the Liberal Democrats’ Campaigns and Communications Committee. Along with Lord Rennard, he was responsible for running the Liberal Democrats’ election campaigns. He stepped down from this post in May 2006. A former House of Lords Liberal Democrat Spokesman on Trade and Industry and treasurer of the All Party Parliamentary Intellectual Property Group in Parliament, he now serves on various parliamentary committees.

LORD TIMOTHY RAZZALLChairman

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Rick has over 25 years of experience in banking, structured trading and structured finance markets, hedge funds, private equity and commodities. He has been successful in creating many ground breaking funds within a wide range of corporate and financial establishments. Rick has established himself as one of the most innovative alternative investment professionals in the Asia Pacific and was a pioneer in establishing hedge funds in Australia and being an owner in one of the largest hedge funds in the country at the time. His experience in the alternative space has led to the creation of bespoke investment solutions that suit investors who seek high returns with little downsize risk. Rick has spoken around the globe at major conventions on structured credit and alternative investments.

Ajaz Shah comes from a banking background from which most of his investment exposure has been derived. Whilst working for some of the leading financial institutions in the market, such as The Royal Bank of Scotland, Barclays Bank and Santander, he has acquired expertise predominantly relating to investment instruments and compliance. As a compliance officer at The Royal Bank of Scotland, Ajaz gained substantial knowledge in technical compliance matters from a corporate perspective. His experience at Santander enabled him to develop analytical skills due to the complexity of the mathematics inherent in his role.

RICK KAWULIAAdvisor

AJAZ SHAHAdvisor

After graduating from Oxford University, Paul joined the investment banking industry, and initially traded foreign exchange and interest rate products with Citibank and then Merrill Lynch in London. He then joined Merrill Lynch in Singapore as a proprietary trader, trading all products across all markets. Since leaving Singapore he set up The Samsara Group Ltd, which has participated primarily in deal origination, private equity, capital raising, large scale media fund raising and sponsorship, and as an advisor to two hedge funds based in Asia and the USA/Caymans. He has also served as the Chairman of a charitable trust in New Zealand.

PAUL MARTINAdvisor

Darby has spearheaded the creation of exclusive structured finance products in collaboration with major banks and other affiliated companies. Darby spent 17 years in the information technology industry in senior executive and sales management roles during which time he worked for a number of large multi-national companies. With over 20 years experience in complex finance structuring, mergers and acquisitions and initial public offerings, he has successfully founded, co-founded or been actively involved in establishing and growing a large number of companies across 14 countries between 2000 and 2007. During that time he led many teams in order to raise debt and equity capital of over $750 million.

DARBY ANGELAdvisor

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THE INVESTMENTPOLICYMJS Capital will pursue two investment policies.

First, it will invest directly or indirectly in private debt trading programmes which purchase discounted debt securities only if they have been presold through low risk arbitrage transactions.

Secondly, it will directly purchase debt securities from their issuers at a discounted price. MJS Capital has access to the issuers of debt securities, which may be acquired with predefined discounts. The company will consider reselling these securities at an increased price or at full value or holding them until their maturity date or for shorter periods in order to receive an income from them.

Bond Term Initial Investment

Fixed Interest Payments Net Return Gross

Payment 1 Payment 2 Payment 3 Payment 4 Total Profit Return

12 month Bond

£1,000,000 6%£60,000

6%£60,000

6%£60,000

6%£60,000

24%£240,000

STRATEGYMJS Capital believes that security of capital is one of the principal areas which investors consider when building a well balanced portfolio. With this in mind the company has structured a bond that can not only deliver a high level of security but also an innovative and high yielding investment policy. The company is able to take advantage of many exclusive and private trade programmes that generate high yield returns with greatly reduced risk. Profits can be generated with relatively little risk by buying and selling of securities through a well known method called arbitrage.

Arbitrage is the simultaneous purchase and sale of an asset in order to profit from the price differences between a seller and a buyer of financial instruments. The Company has access to private trade programmes that operate on an arbitrage basis so that they only purchase a security if it has contracted with an agreed buyer. The MJS Capital is able to offer investors a high rate of return on the bonds because, first, in the opinion of its directors, debt trading programmes have historically produced above average returns and, secondly, the company will profit from the difference between the price at which it acquires debt securities and the price at which it sells them.

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“We have established our fixed income bond to put investors first and

foremost. To this end our company only makes profits once our investors

have been repaid in full plus the interest they are owed...”

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“Our well structured investment policies allow us to build a balanced portfolio that is asset backed further, enhancing security for our investors....”

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SECURITY

Investment in the bonds will be protected in four ways:

• the bonds will be secured on certain of the underlying

investments made by MJS Capital acquired out of the

proceeds of the issue

• an independent security trustee will have the au-

thority to sell the underlying investments should the

company default

• a cash fund will be established out of 80% of the

profits generated by those investments to repay the

bonds at their maturity dates and to pay the interest

due on them

• the cash fund will be administered by an independent

and regulated trustee.

Certain of the assets purchased by the company out of

the proceeds of the issue will be charged to secure the

payment of capital and interest to investors until the cash

account has reached the required level. The FCA regulated

trustee will have the power to sell those assets in order to

pay investors should the company default. So the compa-

ny will not participate in 80 per cent of the profits until the

money credited to the deposit account equals the amount

required to repay the bonds. Excluded from the charge in

favour of bondholders will be debt instruments where the

payment of interest and capital is secured by assets of the

issuer. If any of these instruments fails to pay interest or

to repay capital, the security will become enforceable and

the secured assets will be realised so that the Company

will recover all or part of the unpaid interest and/or capital.

MJS Capital will open a designated deposit account held

in trust for the holders of the bonds, the sinking fund, to

which it has undertaken to credit 80 per cent of the profits

generated by its investments, less operating expenses, in

order to create the reserves required to redeem the bonds

and to pay interest. The fixed charge will fall away once

the amount in the sinking fund has reached the required

level, at which point the profits generated by the compa-

ny’s investments will belong to the company. To provide

further security to investors, MJS Capital has acquired the

services of two UK regulated companies to handle funds

coming into the company eliminating the need for MJS

Capital to handle clients’ funds itself. Instead we will use

the services of a regulated payment services provider,

which will deposit subscription monies in a separate client

account and transmit them directly to the company’s

investment programmes. We have appointed NCM Fund

Services Limited, which is authorised and regulated by the

Financial Conduct Authority, to act as security trustee and

to protect the interests of bonholders. in the unlikely event

MJS Capital defaults on the payment of capital or interest,

the security trustee has the right to take control of the as-

sets on behalf of bondholders. The company believes that

the structure of the bonds demonstrates the confidence it

has in its investment policy and its determination to give

investors peace of mind.

1. Investment into the fund is via a regulated payment service provider.

2. Crossbarfx pays monies directly to investee companies on the instructions of the Company.

3. Profits generated go to the sinking fund.

4. The sinking fund is managed by a regulated trustee.

5. Investment is repaid by the security trustee.

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The investment management sector has seen an increasingly sophisticated demand from investors, requiring its investment and fund managers to comprehensively demonstrate proof of active risk management and provide certainty to the protection of investor capital.

Risks relating to Directors & Officers Liability, Professional Indemnity, Crime and Cyber Crime are increasing daily. Insuring a funds various liabilities under off the shelf - stand alone and sometimes conflicting policies can bring major gaps in coverage when seeking to allocate indemnity through liability extensions with multiple insurers and wordings.

In order to stay at the forefront of active risk management and provide investors with certainty to capital protection, MJS Capital Plc is delighted to confirm that is has secured the placement of the dedicated MJS Capital Plc Corporate Guard – IMI insurance policy.

The existing security provided by the stringent protocols and due diligence implemented by MJS Capital Plc are now comprehensively indemnified through policy placement. Working forensically with the leading financial lines underwriting and broking experts in the Lloyd’s of London insurance market the MJS Capital Plc Corporate Guard – IMI insurance policy has been created to match the direct demands and vicarious processes of the unique MJS Capital Plc bond offering.

The MJS Capital Plc Corporate Guard – IMI insurance policy core policy wording is investment management sector specific and therefore incorporates vicarious liability extensions matched to the MJS Capital Plc value chain including introducing brokers, payment service providers,

INSURANCEmandated trading partners, security trustee and other third party service providers.

Under the MJS Capital Plc Corporate Guard – IMI insurance Policy secured terms, two separate towers of indemnity are in place providing an individual aggregate sum insured of £100,000,000 and cumulative total sum insured of £200,000,000 in the total aggregate.

Further, clear financial protection and certainty to claims indemnification to investors can be demonstrated by the strategic decision to place the MJS Capital Plc Corporate Guard – IMI insurance policy with both leading global composite insurers and Lloyd’s of London underwriting syndicates.

The primary layer provider AIG (Europe) Limited is a subsidiary of AIG one of the largest and most prestigious insurance companies in the world. Operating from over 100 countries and jurisdictions AIG have a reputation for financial security and enjoy an S&P rating of A+.

In addition Liberty Specialty Markets (trading name for Liberty Managing Agency Limited) for and on behalf of syndicate 4774 at Lloyd’s of London is a subsidiary of Liberty Mutual Insurance Group. Liberty Mutual Insurance Group operates from 25 locations around the globe enjoying Fortune 100company status and an S&P rating of A+A=+.

As Liberty Specialty Markets are providing indemnity to MJS Capital Plc under the Corporate Guard – Investment Management Insurance Policy, full financial protection is provided ultimately by the Lloyd’s of London Central Fund.

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All Lloyd’s syndicates benefit from Lloyd’s central resources, including the Lloyd’s brand, its network of global licenses and the Central Fund. The Central Fund is available at the discretion of the Council of Lloyd’s to meet any valid claim that cannot be met by the resources of any member. To note a placement of this breadth and scale is unique in the Lloyd’s of London insurance market and as such has received significant professional plaudits from leading underwriters.

Ultimately the CG-IMI Policy placement is a true statement of corporate responsibility and investor capital protection on behalf of the board of MJS Capital Plc. The MJS Capital Plc Corporate Guard – IMI insurance policy placement has positively reset the status quo from an investment management and wider industry risk management – investor capital protection perspective.

In order to stay at the forefront of investor capital protection the MJS Capital board will continue to work on a daily basis with its retained insurance partners to proactively asses and address new and developing risks within the investment management sector.

A summary insurance document is available for viewing which has been registered by Lonmar Global Risks and outlines all the key areas of cover.

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CORPORATE FINANCE ADVISORBARTON BROWN

Is the FCA regulated corporate finance firm which has written the Memorandum and has

overseen its verification.

PAYMENT SERVICES PROVIDERCROSSBARFX

Is a fully FCA regulated currency and payments specialist which will handle subscriptions for the

bonds.

SECURITY TRUSTEENCM FUNDSERVICES

Is an FCA regulated trustee which manages the sinking fund and payments to investors. NCM will also protect investors in the event of a payment

default.

AUDITORSGKP PARTNERSHIP

Is the auditor of the company. The team at GKP has held positions at KPMG.

AML VERIFICATIONSMARTSEARCH

Provides online anti money launderingidentity verification.

KEY ADVISORS

FINANCIAL INSURANCE PROVIDERLONMAR GLOBAL RISKS

Is the financial insurance Lloyds placing broker that has completed the capital protection

insurance cover.

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KEY DATA ABOUT THE BONDS

MJS Capital plc

12 Month Secured Bonds

£1 issued in multiples of £50,000

£1 per bond

£100,000,000

Two percent per month paid every 91 days

Or compound interest of 26.82 percent paid on maturity

12 Months

100 per cent of nominal value on the maturity date of the bonds. At the option

of the company at any time upon payment of the capital and interest due to

maturity.

Issuer

Description of the bonds

Nominal value of the bonds

Issue price of the bonds

Maximum value of the bonds to be issued

Interest

Maturity date

Redemption

Security

Trustee

Payment services provider

Transfer of the bonds

Minimum subscription for the bonds

Principal documentation

A first fixed charge over certain of the investments purchased by the companyout of the proceeds of

the issue, which will terminate when the cash in the designated deposit account is sufficient to repay all

the bonds in issue and the interest due on them.

a designated deposit account to which 80 per cent the company’s profits from its investments, less

monthly overheads referred to below, will be credited and held in trust for the holders of the bonds by

the trustee to pay the capital and interest on the bonds.

NCM Fund Services Limited authorised and regulated by the FCA

CrossbarFX Limited authorised and regulated by the FCA

not transferable except upon death

£1,000,000 and then in multiples of £50,000

The information memorandum issued by the company

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F.A.Q.Who is MJS Capital?

MJS Capital is an UK plc with a very experienced board within the investment sector.

Why was MJS Capital formed?

MJS Capital was formed to provide investors with a high yield fixed income generated from private trade programmes that would not normally be available be-cause of the high minimum entry levels.

What type of investment is this?

Investors are purchasing UK corporate bonds which make fixed interest payments of 2% per month paid quarterly over 12 months with the option of compound interest of 26.82% paid at maturity.

What is MJS Capital’s long term strategy?

MJS Capital aims to provide carefully structured in-vestment opportunities with a view to the creation of a balanced debt portfolio.

What is a corporate bond?

A bond is loan to a company, which returns an investor a fixed or variable rate of interest for the term of the bond.

How is a corporate bond different from a listed bond?

A corporate bond is issued by a company which wants to borrow money and that bond may be traded or listed on a regulated stock exchange. It may be more difficult to sell a corporate bond which is not traded or listed because there will be no recognised market for it.

How is MJS Capital bond able to offer such a highreturn?

MJS Capital has very low overheads and invests in debt securities which generate an immediate return. The profits enable us to offer a higher yield compared with other bonds on the market.

How does MJS Capital generate profits?

MJS Capital takes advantage of its access to private trade programmes that yield a high rate of return with relatively little risk due to their strict arbitrage trade strategy.

What is arbitrage trading?

Arbitrage is the simultaneous purchase and sale of an asset in order to profit from the price differences be-tween a seller and a buyer of financial instruments. The company has access to private trade programmes that operate on an arbitrage basis so that they only purchase a security if it has contracted with an agreed buyer.

Are the trade programmes regulated?

Yes. The programmes which we have selected areregulated and are part of the private banking system. The traders are highly qualified and licensed.

How are my funds handled?

Investment into the bond is done through an FCA regulated payment services provider called CrossbarFX Limited. These funds are then placed directly into the private trade programmes.

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What security do I have for repayment of my capitaland interest?

There are two levels of security. First, the company will grant to bondholders a first fixed charge over certain of the investments purchased by the company out of the proceeds of the issue, which will terminate when the cash in the designated deposit account is sufficient to repay all the bonds in issue and the interest due on them. The charge will be administered by an indepen-dent FCA regulated trustee. Secondly. profits generated by the company’s investments, less certain overheads, will be paid into a designated deposit account, or sinking fund, managed by that trustee.

What is a sinking fund?

The sinking fund is a deposit account that is managed by the independent trustee. Eighty per cent of the profits generated by the company’s investments are credited to this sinking fund for the benefit and security for inves-tors. MJS Capital will not realise a profit until the sinking fund has been filled enough to repay investors their initial investment plus interest.

How do I get paid my interest?

The security trustee will be acting as paymaster and will be making interest payments from the the sinking fund.

Who can invest?

The bond is limited to professional investors, high net worth companies, high net worth investors and sophisti-cated investors.

How much can I invest?

Investment starts at £1,000,000 Are the bonds trans-ferable? No, the bonds cannot be transferred to a third party, except upon the death of a bondholder. There will be no recognised market for the bonds.What happens if I do not receive my interest or capitalpayments?

The independent trustee has the power to sell the company’s investments to pay capital and interest if the company defaults.

Is an investment in the bonds regulated?

No. The Financial Services Compensation Scheme is not available to investors in the Bonds.

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If you have any questions regarding the procedure for investment or payment, please contact using the details bellow:

Mr Christopher Hess-WęgrzeckiM: +48 790 644 717 (English&German) E: [email protected] Skype: hess-chris

www.hessbusinessconsulting.info

IMPORTANT LEGAL AND REGULATORY INFORMATION FOR THE INVESTOR

This brochure (Brochure) contains abbreviated extracts from an investment memorandum (Memorandum), concerning the offer of the bonds which will be issued by the company and is written in non-technical language in

order to convey the essential elements of the Memorandum.

The Memorandum will not be a prospectus within the meaning of the Companies Act 2005 or the Prospectus (Directive 2003/71/EC) and will be an exempt financial promotion under the Financial Services and Markets Act 2000

(Financial Promotion) Order 2005 (SI 2005/1529) (Promotion Order).

This Memorandum will be distributed in the United Kingdom only to investment professionals, as defined in article 19 of the Promotion Order or to persons of a kind described in articles 48(2) (Certified high net worth individuals),

49(2) (High net worth companies, unincorporated associations etc.), 50(1) (Sophisticated investors) and 50 (A) (Self-certified sophisticated investors) of the Promotion Order. The Memorandum will not be approved as a financial

promotion for the purposes of section 21 of the Financial Services and Markets Act 2000”

This Brochure does not constitute or form part of any offer or invitation to purchase any bonds, which must be made only on the basis of the information contained in the Memorandum and the application form. To obtain a copy of the

Memorandum, please contact your advisor. Before buying any bonds, you should ensure that you fully understand and accept the risks relating to an investment in the bonds which will be set out extensively in the Memorandum. If

you have any questions about an investment in the bonds, you should seek independent advice.

MJS Capital plc is not responsible for any advice or service you may receive from a third party in relation to the bonds.

No person is authorised to give any information or to make any representation not contained in the Memorandum. Any information or representation not so contained must not be relied upon.


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