Date post: | 09-Aug-2015 |
Category: |
Economy & Finance |
Upload: | james-vinall |
View: | 68 times |
Download: | 2 times |
3
Many people tend to skip the small print. Please don’t. All investment involves risk.
We want you to be sure that you understand the particular risks involved here
and make a decision that is right for you in light of your personal circumstances.
If you are in any doubt about the action you should take or the contents of
this document, you should contact your professional adviser authorised by the
Financial Conduct Authority (“FCA”) to conduct investment business and who
specialises in advising on investments in shares, bonds and other securities,
including unlisted securities.
This document (the “Invitation” or “Invitation Document”) constitutes an invitation
to subscribe for secured bonds (“Providence Bonds”) issued by Providence Bonds
II PLC (the “Company”) on the terms and conditions set out in this Invitation.
Investors should not subscribe for any of the bonds referred to in this Invitation
Document except on the basis of the information published in this Invitation and
the instrument dated 19th June 2015 constituting the Providence Bonds of the
Company (the “Bond Instrument”) set out on page 24 onwards of this Invitation
Document.
Your attention is particularly drawn to the “Risk Factors” which are set out on
pages 16 and 17 of this Invitation. Prospective investors should consider carefully
whether an investment in Providence Bonds would be suitable for them in the
light of their personal circumstances. Providence Bonds are a secured debt of the
Company but are not freely transferable or negotiable on the capital markets and
no application is to be made for the Providence Bonds to be admitted to listing
or trading on any market.
Providence Bonds may not therefore be a suitable investment for all recipients of
this Invitation. Investment in unquoted securities of this nature, being an illiquid
investment, is speculative, involving a degree of risk. Other than in exceptional
circumstances, it will not be possible to sell or realise the Providence Bonds
before they mature or to obtain reliable information about the risks to which
they are exposed. Providence Bonds are a debt of the Company secured over all
of its assets and undertakings under a debenture constituting fixed and floating
charge security and guaranteed by the Company’s parent company, Providence
Global Ltd (‘Guarantor’). However, there can be no certainty or guarantee that any
realisation of such assets through the enforcement of such security or that the
enforcement of the guarantee will be sufficient to enable the Company, or as the
case may be, the Guarantor, to repay the Providence Bonds or the Company’s
liabilities thereunder.
This Invitation, which is a financial promotion for the purposes of Section 21 of
the Financial Services and Markets Act 2000 (“FSMA”), is issued by the Company,
which accepts responsibility for the information contained herein. This document
has been approved as a financial promotion for UK publication by Independent
Portfolio Managers Ltd (“IPM”) of 5th Floor, Becket House, 36 Old Jewry, London
EC2R 8DD, UK, which is authorised by the Financial Conduct Authority to conduct
investment business. IPM is registered on the Financial Conduct Authority’s
Register with registered number 184115.
This Invitation does not constitute an offer of transferable securities to the public
and accordingly this Invitation does not constitute a prospectus to which the
Prospectus Rules of the FCA apply. Therefore, this Invitation and the Instrument
have not been approved by the FCA or any other regulatory body.
You should ensure that you have read and understood all of this Invitation
Document before applying for Providence Bonds. This Invitation is only directed
at persons certified as high net worth investors, restricted retail investors or
advised retail investors or investors who are self-certified as sophisticated
investors in accordance with FCA rules.
If you are in any doubt as to the contents of this Invitation, or whether subscribing
for Providence Bonds is a suitable investment for you, you should seek your own
independent advice from an appropriately qualified adviser authorised under the
FCA and who specialises in advising on the acquisition of unlisted securities.
This Invitation Document does not constitute an offer to sell, or the solicitation
of an offer to buy, Providence Bonds in any jurisdiction in which such offer or
solicitation is unlawful and, in particular, is not for distribution into the United
States or Canada. Providence Bonds have not been and will not be registered
under the applicable securities laws of the United States or Canada and may not
be offered or sold within the United States or Canada or to any national, resident
or citizen of the United States or Canada. The distribution of this Invitation
Document in other jurisdictions may be restricted by law and therefore persons
into whose possession this document comes should inform themselves about
and observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdictions.
The Security Trustee shall not accept any responsibility for, or be liable for, the
adequacy, accuracy or completeness of any information (whether relating to
the financial condition or tax status of the Company or otherwise) supplied by
the Company and contained in this document. The Security Trustee shall have
no obligation to, and does not undertake to, make any investigations into the
financial condition of the Company at any time at which any of the Providence
Bonds are outstanding. The Security Trustee shall have no duty to advise any
Bondholder of any information (whether financial or otherwise) relating to
the Company which may come to its attention at any time at which any of the
Providence Bonds are outstanding.
Communications sent by you to the Receiving Agent shall be treated as delivered
to it on the day of actual receipt by the Receiving Agent. All documents, payments
or electronic information and communications sent by, to or from you or on your
behalf will be sent entirely at your own risk.
This section is important and requires your attention.
Providence Bonds are not covered by the Financial Services Compensation Scheme.
THE CONTENT OF THIS FINANCIAL PROMOTION HAS BEEN APPROVED, FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000, BY INDEPENDENT PORTFOLIO MANAGERS LTD, WHICH IS AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000. RELIANCE ON THIS FINANCIAL PROMOTION FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN
INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE CASH INVESTED.
Definitions
Application An application to subscribe for Providence Bonds
Bondholder(s) The registered holder(s) of Providence Bonds
Bond Instrument
Closing Date
The bond instrument dated 19th June 2015 constituting the Providence Bonds
5:00 pm on 31st August 2015, or such other date prior to the Long Stop Date as selected by IPM
Early Bird Offer The offer by the Company to pay until the Closing Date 7.5% p.a. interest on monies in respect of approved applications deposited by investors at GCS before the 17th July 2015
FCA
GBP or £
GCS
Financial Conduct Authority(in the UK)
Pounds Sterling
Global Custodial Services Ltd
IPM Independent Portfolio Managers Ltd
Launch Date 19th June 2015
Long Stop Date 5:00 pm on 30th September 2015
Mini Bond An unlisted and untradeable corporate loan
Payment Agent GCS
Providence or Group Providence Global Ltd and its subsidiaries and affiliates
Providence Bond(s) The bond(s) issued by the Company created by the Bond Instrument
Providence Bonds II PLC or Company
Providence Bonds II PLC, the wholly-owned subsidiary of Providence Global Ltd, which is issuing the Providence Bonds
Providence Global Providence Global Ltd, the parent company of the Company
Receiving Agents GCS
Registrars Lumiere Fund Services Ltd
Security Trustee A party responsible for the administration, recovery or enforcement of the securitytaken over the assets of the Company by way of a debenture
SME Small or medium-sized enterprise
US$ United States Dollar
07 A word from the Chairman
10 Providence Bonds II PLC
08 About The Providence Bond
12 What is factoring?
14 How secure areProvidence Bonds?
16 Risk Factors
18 How to invest in Providence Bonds
202224
Frequently Asked Questions
Terms and conditions
Bond Instrument
Contents
7
The first Providence Bond closed on 27th February 2015. The capital raised has already been deployed to help finance small and medium-sized enterprises (SMEs) and has produced a return on capital that more than covers the coupon payable to investors. I would like to take this opportunity to sincerely thank all our new investors. When we launched the first Providence Bond we were not well known in the UK.
The number of requests for factoring capital from SMEs in the UK and internationally is ever-increasing, prompting the launch of a new four-year Mini Bond with a 7.5% annual coupon (paid quarterly), which launches on June 19th and closes on August 31st 2015. We are now getting established in the UK and have been able to efficiently deploy capital (with the same requirement that factoring customers have to provide collateral on the funding they receive). In our opinion, the coupon is an attractive rate of interest in an environment of low rates.
We can provide this attractive alternative to investors because factoring capital is continually recycled at relatively high interest rates. Whilst good news for investors it is also critical for SMEs who have been starved of working capital by a banking system that seems to have relinquished its responsibilities to lend crucial finance to growing businesses.
We founded Providence nearly ten years ago with the backing of our friends and family and it has grown into a global business with twenty-one offices in twelve territories across four continents. For nearly a decade now the Providence group has been raising capital from professional investors and the public to fund its commercial factoring operations. It currently has regulated entities in several jurisdictions and at no point has any Providence company missed an interest payment, dividend or repayment of principal.
Our purposeToday, many businesses around the world - perfectly good businesses - cannot raise the capital they need to succeed. Meanwhile, individuals are struggling to find a decent return on their savings. It would appear that the wider economy is starting to recover, business activity is increasing and there is renewed confidence among consumers and companies. However, an alternative to traditional banks is needed as they are just not lending as they used to and may not do so for the foreseeable future.
When SMEs sell goods or services to another company, they often have to wait 90 days or more for their invoice to be paid. This is a cash flow challenge which can limit expansion, investment and the creation of new jobs.
With the funds we raise, we buy the money the company is owed (in the form of its invoices) for a discounted amount of immediate cash. This releases money for the company to spend or reinvest. This is factoring and it is one of the oldest and most common forms of finance. Providence’s expertise and unblemished track record in factoring finance can deliver a solution to help businesses that are already successful break through their cash flow constraints to thrive and expand, while delivering significant returns to our investors.
We are essentially doing what the banks used to do - lending to successful businesses, which in turn create jobs and pay wages to staff who can then afford to save. It is a virtuous circle that we can recreate with your participation.
Our philosophyThere seems to be a view, particularly in financial services, that for one person to make a gain someone else has to suffer a loss; effectively saying people don’t matter.
I refuse to accept that. I spend my time working alongside businesses that are all about people and relationships. Successful and sustainable businesses value people - colleagues, clients and communities - and establish long-term, trusting relationships based on these values.
We intend to build something that lasts; all Providence companies adhere to a strong code of conduct and ethics, delivering value to those with whom they interact.
“The Providence companies share the rewards of our business success fairly with our partners and also give something back to the communities in which we operate.”
A word from the ChairmanWe can provide this attractive alternative to investors because factoring capital is continually recycled at relatively high interest rates.
Antonio BuzaneliChairman, Providence Bonds II PLCFounder of Providence
8
About The Providence BondIssuer: Term:
Launch Date: Close Date:
Coupon: Payment:
Early Bird:
Early Bird Close:
Providence Bonds II PLC4 years19th June 201531st August 20157.5%QuarterlyInterest from date of investment17th July 2015
What returns can you look forward to?
7.5%INTEREST P.A.PAID QUARTERLY
YOUR CAPITAL AND INTEREST ARE AT RISK.
£ 5,000 £ 93.75 £ 375.00 £ 6,500.00
£ 10,000 £ 187.50 £ 750.00 £ 13,000.00
£ 20,000 £ 375.00 £ 1,500.00 £ 26,000.00
£ 1,000 £1,300.00 £ 75.00£ 18.75
£ 2,000 £ 2,600.00£ 150.00£ 37.50
Investment Amount
All figures are gross of tax
Total interest paid each quarter
Total return paid in a year Total paid at end of four years(including return of initial investment)
9
A Mini BondThe Providence Bond is a Mini Bond, which is a type of loan to a company.
The company agrees to pay you a fixed rate of interest over a defined period of time (typically three to five years).
At the end of the period your money is repaid.
If a company defaults on a bond obligation, investors usually stand at the back of the queue with other unsecured debt holders.
A Providence Bond A Providence Bond is a Mini Bond with some interesting features. With any bond, there is a risk of not getting all your money back so Providence Bonds are secured over all of the assets and undertakings of the issuing company, present and future. This is done through a debenture with a fixed and floating charge security.
It means holders of Providence Bonds will stand ahead of other creditors and have primary access to the Company’s assets. However, it must be noted that certain creditors may take priority over the Providence Bondholders, such as receiver fees (if applicable).
Making your money work immediatelyWhilst we establish a greater presence in the factoring market in the UK, your money will be put to work immediately not only in the UK but also through the Providence group’s global factoring subsidiaries in existing in existing markets in Brazil, the US and Asia, generating the revenue to pay your interest.
Diversified InvestmentProvidence Bonds are used to fund the factoring operations of the Providence group. The group has operations in several areas (UK, US, Brazil and Asia) so that the factoring business is geographically diverse.Equally, the companies that take advantage of Providence’s
factoring operations are from different industries which means clients are economically diverse.
Factoring terms are usually between 1 and 18 months, with capital deployed being closely monitored so funding is continually returned and recycled ensuring the potential for enhanced returns from factoring operations.
The ProcessWhen you apply to invest in a Providence Bond (please refer to the section “How to invest in Providence Bonds”), you will be asked to complete the FCA compliance procedures and, subject to you completing them, you will have your own login details as a registered investor with IPM which will provide access to your personal e-wallet at GCS, the receiving agent.
Once your investment is accepted, you will receive an email confirmation, a ‘thank you’ letter by post and your investment will be recorded in your personal e-wallet with GCS so that you can confirm and monitor the details online at any time.
All investments are gathered between the Launch Date and the Closing Date. Once the Providence Bond is closed, investors will receive a certificate registering their ownership of a Providence Bond. This should be kept safely.
If you qualify for the Early Bird Offer, then your initial interest will be calculated and posted to your e-wallet on the Closing Date.
Each time a coupon is paid, it will be paid into your e-wallet so that you can see the transaction history of both your investment and your interest payments.
You may transfer accumulated interest from your e-wallet at any time (to your bank account or to make purchases).
Alternatively, you may elect to have your interest payments made directly to your bank (rather than to your e-wallet).
We invest in successful companies around the globe with proven assets. As bondholders you have security over all this collateral.
We have appointed IPM an FCA regulated and authorised organisation to act as Security Trustee.
Parent company, Providence Global Ltd, has assets in excess of £75m and guarantees the payment of both interest and capital.
10
Providence Bonds II PLCWe invest in successful companies around the globe with proven assets
Providence Group - Global Operations
Providence Bonds II PLCProvidence Bonds II PLC is a 100% subsidiary of Providence Global Ltd which is the holding company for the non-US businesses of the Providence group.
Global expertise in factoringThe Providence group has extensive experience in the international factoring business. Based primarily in the US, Brazil and Asia, Providence is establishing its factoring operations in the UK this year, following the success of its first Providence Bond.
In all the jurisdictions in which it operates, Providence factors invoices at local market rates of interest - typically a discount
of between 1.5% and 4.5% per month. We create a competitive advantage by the quality of the relationships we demand from the businesses we support. Providence has a successful track record of creating long-term client relationships.
The focus of our factoring business is supporting small and medium-sized enterprises (SMEs) - the engine of growth for most economies and the firms that most benefit from efficient working capital.
For more information on The Providence group and its global operations please visit: www.provcos.com
London - Guernsey - Jersey - Singapore - Hong Kong - ShanghaiSuzhou - Taipei - Miami - Seattle - Dallas - Vancouver - Cayman Islands - Panama
Sao Paulo - Santarem - Porto Alegre - Manaus - Rio Branco - Belo Horizonte - Sertaozinho
11
Meet the senior team
Antonio BuzaneliProvidence Group Global - Chief Executive Officer
Antonio founded Providence in Miami in 2004. A lawyer by training, he has been involved in financing for more than 30 years and has built the Providence Group into a global business, with a particular strength in his native Brazil. Antonio has held executive positions in several international companies.
Adam TattersallProvidence Group Europe - Chief Operating Officer
Adam has been in the financial services industry for over 20 years, including a decade with BDO. He was Group Accountant at the Guernsey-based Heritage Group and later helped lead a management buy-out of its London-based subsidiaries, becoming CFO, overseeing major expansion into Bahrain, Dubai and Qatar.
Paul EverittProvidence Group Europe - Chief Executive Officer
Paul has spent more than 20 years working in the financial services and funds industry. He originally qualified as a chartered accountant with BDO and has held senior positions with Barclays Wealth, Rutley Capital Partners and Raven Russia
James VinallDirector of Business Development & Investor Relations
Having originally trained as an engineer, James has over three decades of experience in finance. For 13 years he worked as a derivatives specialist and investment advisor for UBS and JPMorgan in Asia. In the UK he has worked for HSBC and UBS Wealth Management and is experienced in capital raising and investor relations for start-up businesses
12
Put simply, factoring is the practice of buying at a discount money that is owed to a company.
When an SME sells goods or services to another company, often a much larger one, it generally has to wait - perhaps 90 days or more - for its invoice to be paid. For some companies, particularly fast growing companies, that waiting time is too long; they need access to the cash more immediately to pay bills, to hire new staff, buy equipment and meet general working capital requirements.
With banks having severely restricted the flow of credit to SMEs, factoring offers a much-needed alternative source of working capital. The company in need of cash sells the invoice or post-dated cheque at a discount to a factoring company, such as Providence.
We will carry out due diligence to assess the creditworthiness of the company which owes the money. If we are happy that the debtor is creditworthy we will buy the debt, or a portion of it, for a sum that is below its face value. We will ask for security to reduce our risk of default, for instance against assets like property or valuable machinery
We work in partnership with our clients and always seek to resolve or restructure delayed payments when difficulties arise. It means the company that originally carried out the work gets the money it needs now - from us. We then receive the full value of the invoice or cheque when it is paid some time later.
A long history Factoring is not a new concept. It has been around for over 4,000 years. Its origins can be traced back to 2000BC in Mesopotamia (modern Iraq) when merchants hired agents to buy goods abroad and gave them promissory notes (IOUs). In 14th century London, wool and cloth trading thrived on factoring and in more modern times the practice played an important role in the early 20th century US, when there were so many banks that most were too small to make significant loans to growing companies.
Factoring today Factoring is a huge global business today. In many countries it is a widely used method for businesses to borrow. In Brazil, for instance, where credit card interest rates can run to around 300% AER, factoring offers a competitive route to capital.
From a financier’s perspective factoring is low risk. You are not lending to a business hoping it will grow sufficiently to repay the debt. You are financing revenue that has already been earned and an invoice has been issued and accepted.
In an environment where the banks are refusing to lend, the factoring market has huge potential. We believe the UK is a
ripe market for this form of financing. Smaller businesses are the backbone of the UK economy and provide approximately 6 out of 10 of its private sector jobs. British Business Bank estimates only 2% of small businesses use invoice financing (factoring).
Providence has demonstrated its ability to deliver factoring successfully to SMEs in other countries. Now with the launch of Providence Bonds II PLC we can make it more readily available in the UK.
Scan the QR code to watch our video which explains factoring or for more details go to www.providencebonds.com
What is factoring?Providing funding to local businesses
Factoring offers a much needed alternative source of working capital for business
13
Once the receivables are collected from
the customers of the underlying businesses,
the cash is available to be used to purchase further
receivables.
Initially, security is taken over the cash raised from
the bond issue.
The cash raised is lent to a Providence factoring company and security
taken over the assets of the factoring company.
The factoring company purchases receivables at a discount from a diverse
number of carefully selected businesses. The businesses
selling the receivables additionally provide security
to the factoring company.
How we factor your investment
PROVIDENCE GLOBAL LTD - GLOBAL FACTORING FINANCIALS
Profit & Loss: 2010 2011 2012 2013 2014 2015*
Turnover - £ 837,400 £ 1,395,500 £ 4,261,500 £ 14,139,600 £ 28,279,200
Growth in Turnover 0% 100% 67% 205% 232% 100%
Profit/(loss) - £ 239,900 £ 252,700 £ 1,012,800 £ 4,130,500 £ 7,069,800
Profit/(loss) Margin 0% 35% 18% 24% 29% 25%
Debt Written Off 0 0 0 0 0 0
Balance Sheet: 2010 2011 2012 2013 2014 2015
Roll of Book - £ 7,247,200 £ 22,993,400 £ 49,681,900 £ 79,415,000 £ 158,830,000
Total assets - £ 2,510,400 £ 8,074,000 £ 20,799,200 £ 52,067,800 £ 117,152,600
Growth in total assets 0% 100% 222% 158% 150% 125%
Loan Headroom (on total assets) - 1.28 1.08 1.11 1.33 1.19
Bad Debt. Prov. (Margin) 0.00% 2.33% 1.58% 1.41% 1.18% 1.50%
*Management Estimates
Important Note: The above figures are produced by Providence Global Ltd and are the unaudited financials of Providence’s global factoring operations.
14
How secure areProvidence Bonds?The guarantor has assets in excess of £75m and guarantees the payment of both interest and capital
We have designed Providence Bonds to address many of the risks associated with Mini Bonds, but it is important to understand all investment involves risk.
Ring-fenced and secured Providence Bonds II PLC is a wholly-owned UK subsidiary of Providence Global Ltd and Bondholders have three levels of protection;
• the collateral inherent in the business of factoring itself;• there is a full parent guarantee of all liabilities to the
Bondholders; and• there is a debenture over all the assets of Providence
Bonds II PLC the Company, in favour of the Security Trustee.
Reducing business risk Factoring is itself a lower-risk means of financing to businesses as it is based on actual sales, not a hope, aspiration or projection of revenue in the future. Clients undergo rigorous due diligence and we demand security against the debt. In calculating discount rates, how much security and what portion of the invoice will be factored, Providence takes into account the size and creditworthiness of the institution that is paying the invoice or delivering the post-dated cheque. Bad debts can also ultimately be sold to specialist collection agencies.
Strong risk controls Providence has strong controls in place to alert the business to any repayment issues early on and where prudent, will have in place exit strategies to minimise the impact of defaults. Providence believes in the value of partnership, and works closely with the management teams of all of our global counterparties, providing introductions, sales channels, mentoring and sometimes even equity, in addition to our normal factoring services. We select our factoring partners based on credit and financial scores, but also on their competence and the experience of their executives.
Good management can be the most important element when a business is under stress, which is where Providence can usually add most value. Over the past four years, the average initial default rate across our global factoring business has been less than 2.5%. Default occurs when a payment due date has been missed or a debt has been rescheduled. However, as we select our factoring partners very carefully, and help where it is prudent, our global factoring business has not written off a single bad debt in our four years of operations. Of the over £50 million of capital that Providence has deployed across the global factoring operation, potential defaults were covered by a bad debt provision of 1.18% last year and we have provided 1.50% this year.
The Providence group was founded on money from friends and family, so every person who believes in our business and invests with us is treated with the same high regard. In the past decade, while the world has witnessed significant economic disruption, Providence has developed and refined many layers of security and safeguards to protect our investors and enshrine our franchise. We are proud of our near ten year unblemished record of meeting every coupon payment and the returning of every penny at maturity. Now that does not mean that events beyond our control will not affect us adversely in the future, but we have put in place and strenuously tested every reasonable means to protect both our investors and our SME partners.
The Providence Bonds benefit from a level of security not normally associated with this type of Mini Bond.
15
Parent GuaranteeThe issuer of this bond, Providence Bonds II PLC (UK company number 09551589) enjoys a guarantee from the parent company, Providence Global Ltd, (Guernsey company number 54425).
Providence Global Ltd As of 31st May 2015, Providence Global Ltd has prepared a Statement of Position in line with Guernsey company requirements giving total assets in excess of £75 million:
Main operating subsidiaries
Providence Global Ltd also operates the following funds and investments (that are not included in the above figures as they could artificially increase the net assets):
PROVIDENCE GLOBAL LTD - STATMENT OF POSITION - 31/05/2015
Fixed assets £ GBP Creditors £ GBP
Tangible assets and fixed asset investments 86,113,000 Amounts falling within one year 843,000
Amounts falling after one year 12,097,000
Current assets
Debtors, cash at bank and in hand 5,172,000 Shareholders’ funds and
reserves78,345,000
91,285,000 91,285,000
Providence InvestmentManagement International Ltd (Guernsey 54725)
Providence Bonds PLC(UK 09218764) www.providencebonds.com
Lumiere Fund Services Ltd(Guernsey 46423)www.lumierefs.com
BPA Fomento Mercantil Investimentos e Participacoes Ltda(Brazil 11.679.704/0001-59)
Lumiere Wealth Ltd(Jersey 116146)www.lumierewealth.com
Providence Fomento Mercantil Investimentos e Participacoes Ltda(Brazil 15.580.261/0001-03)
Lumiere Lifestyle Ltd(UK 09384643)
BPA Internacional Importacao Exportacao Ltda(Brazil 11.550.770/0002-05)
Providence InvestmentFunds PCC Ltd (Guernsey 54756)
Providence Preferred Financial Ltd(Hong Kong 1772829)www.providencepreferred.asia
Providence Investments PCC Ltd(Guernsey 54690)
Important Note: The above figures are produced by Providence Global Ltd and are not consolidated financials for the Providence group, they represent the unaudited financial position of Providence Global Ltd plus (in the opinion of Providence Global Limited) conservative estimates of the enterprise values of the main operating subsidiaries.
16
What are the risks I should consider?In addition to the other relevant information set out in this Invitation, the following specific risk factors should be considered carefully in evaluating whether to make an investment in Providence Bonds. If you are in any doubt about the contents of this Invitation Document or the action you should take, you are strongly recommended to consult with a professional adviser who specialises in advising on investments in unlisted debt, shares and other securities.
The directors of the Company (the “Directors”) believe the following risks to be significant for potential investors. The risks listed, however, do not necessarily comprise all those associated with an investment in Providence Bonds and are not intended to be presented in any assumed order or priority. In particular, the Company’s performance may be affected by changes in legal, regulatory and tax requirements as well as overall global financial conditions.
Illiquid and non-transferableInvestment in unquoted securities such as these (i.e. investments not listed or traded on any stock market or exchange) are illiquid. In other words, you cannot trade them, so your money is effectively locked in until the Repayment Date in four years’ time.
Only in the event of bankruptcy or death can you transfer the bond to someone else. These important exceptions are what allows the bond to be accepted within a self-invested personal pension (SIPP) or small self-administered scheme (SSAS). This does not mean all SIPP and SSAS providers will accept the Providence Bond, but it is worth enquiring of your provider.
Currently Mini Bonds are not allowable within an ISA wrapper. However, in the March 2015 budget, the UK government indicated that they might create Peer to Peer ISAs which may permit Mini Bonds to be included in an ISA.
No repayment guarantee It is intended that the Company will redeem the Providence Bonds four years from the date that the Providence Bonds are issued. There is, however, no guarantee that the Company or its Guarantor, can facilitate this redemption. There may be circumstances including legislative change or new and prohibitive tax regimes in which such capital realisation may not be successful.
There is no guarantee that you will get all your money back, or all outstanding interest, if the Company or the Guarantor becomes insolvent. Providence Bonds are not protected against loss by the Financial Services Compensation Scheme.
Government action The impact of actions, inactions or retrospective legislation in jurisdictions in which Providence operates may adversely affect its activities.
Macro-economic risks Changes in the general economic outlook both in the UK and globally may impact the performance of the Company and its projects. Such changes may include (but are not limited to):
+ Contractions in the economiesin which we operate or increases in inflation resulting from domesticor international conditions (including movements in domestic interest rates rates and reduced economic activity);
+ Increases in Company expenses (like cost of goods and services);
+ New or increased government taxes, duties or changes in taxation laws;
+ Fluctuations in equity markets in the UK and internationally. A prolonged and significant downturn in general economic conditions may have a material adverse impact on the Group’s trading and financial performance.
Reliance on key personnel The Company may be dependent on the skills of senior people with particular expertise or contacts. Deprival of their services - whether it is through them changing job, or through illness or death - could impact the business.
Foreign exchange risk The Company may trade in several countries and though it will try to manage exchange rate exposure there is always a risk that it may not be able to hedge or otherwise mitigate all such exposure.
Risk FactorsWhat are the risks I should consider?
17
Third party risk The operations of the Company involve exposure to a number of third parties, including the ultimate clients of the businesses from which we buy receivables receivables as well as the businesses themselves. There is also reliance on the factoring companies funded by the Company. Financial failure, default or contractual non-compliance on the part of such third parties may have a material impact on the Company’s development and general performance. It is not possible for the Company to accurately predict or protect itself against all such risks.
Security TrusteeThe Security Trustee shall not be responsible, nor shall face any liability, for any loss incurred by the Bondholders relating to a failure of the Company, or its Guarantor, to make payments (whether of interest or of the principal amount) to the Bondholders when due. The Security Trustee will not have any ability or responsibility to protect any monies in the accounts of the Company or its Guarantor which may have been set aside for payment of interest or the principal amount in respect of the Providence Bonds.
Summary The above factors are not exhaustive and they do not purport to be a complete explanation of all the risks and significant considerations involved in investing in Providence 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 Group’s business and prospects.
Providence Bonds may not be a suitable investment for all who review this Invitation Document or the Bond Instrument. Investors should take their own tax advice as to the consequences of owning Providence Bonds as well as receiving interest payments from them.
Other than the obligations and other covenants on the part of the Company to pay interest on the Providence Bonds, repay the principal sum of the Providence Bonds when due and to perform the other obligations contained in the Bond Instrument, the express warranties and undertakings given by the Company and the Guarantor in the Bond Instrument and the obligation of the Guarantor to perform the liabilities of the Company in the event that the Company defaults, no representation or warranty, express or implied herein, is given to Bondholders by either the Company or the Guarantor or the Directors and officers of the Company or of the Guarantor. In particular but without limitation, no representation or warranty is given by any such person as to (i) the tax consequences; (ii) the regulatory consequences; and (iii) the business and investment risks associated with acquiring, owning or redeeming Providence Bonds.
We have appointed IPM an FCA regulated and
authorised organisation to act as Security Trustee
Providence Bonds may not be suitable for everyone.
We have tried to reduce the business risk, but even with
these safeguards in place, risk still exists.
Investors are advised to take their own tax advice.
Providence Bonds are not protected against loss
by the Financial Services Compensation Scheme.
Your capital andinterest are at risk.
18
Online ApplicationYou can complete the online application
process by visiting:
www.providencebonds.com or www.ipm.fm/providencebonds
Step 1Complete the FCA compliant Investor
categorisation process, submit your details, confirm you’ve read, understood and agreed to
terms and conditions of this Invitation Document.
Step 2Verify your email address
Step 3If prompted, complete the Investor Questionnaire
Step 4Complete the online payment with GCS (you are automatically re-directed as part of the
process): you may pay by bank transfer or, if your application is for £10,000 or less, you may pay by
debit card.
Step 5Upload proof of identification and proof of
address.
Step 6You will receive a notification via email that your application has been received and your order
registered.
Postal ApplicationIf you prefer not to use the internet,
please write to IPM at;
Providence Bonds, ℅ Independent Portfolio Managers Ltd.,
Becket House, 36 Old Jewry,London, EC2R 8DD.
and we will send you an application form in the post.
Please complete and sign the application form and investor
questionnaire (if applicable) by hand in black ink and in block capitals
(there is no maximum value for postal applications).
Make a bank transfer to the details on the application form or you may include a cheque [see “Payment Information” for details] with your application form
not or. Once the transferred funds are cleared, they will automatically be
matched to your application.
Note: postal applications need to be checked and approved so it may be
that not all will be successful. You may be contacted to confirm or check some
details.
Remember, if you have any doubts, consult a qualified financial adviser.
Note: When you make your application you will see that you are required to identify what kind of investor you are. The need to identify yourself is a requirement of the FCA. While it does extend the application process a little, it is meant to help ensure you understand the risks associated with this investment and do not take on more risk than you can knowingly tolerate.
How to invest in Providence Bonds
19
Payment InformationThe minimum application is for £1,000 and multiples of £1,000
thereafter.
You may pay by bank transfer (using the details below) or online using a
debit card (maximum of £10,000) . It is also possible to pay by cheque if
preferred.
Bank Transfer Details Account Name Global Custodial Providence Bonds II PLC GBP IBAN Number GB82RBOS16003211051123 Account Number 11051123 Sort Code 160032 Bank Name Royal Bank of Scotland
There is no maximum investment (except a maximum of £10,000 by debit card) and you may invest any
number of times as long as it is within the offer period.
Please make cheques payable to ‘Global Collect’
Proof of IDUnder the Money Laundering
Regulations 2007 (as amended), all applicants are required to submit a copy of photographic ID and proof
of address.
If you are applying online you will be prompted to upload these documents as part of the online application process. If you are unable to do so at the time of
investment you will need to submit these documents at a later date.
If you are applying via post you are required to enclose a copy of these documents with your application.
GCS reserves the right to withhold any entitlement until such verification of identity is completed to its satisfaction
HelpIf you have any questions regarding the procedure for investment or payment then
please call Independant Portfolio Managers or email us at:
0845 468 0385 [email protected]
Please note: lines are open between 9am and 5.30pm, Monday to Friday.Alternatively you can write to us or visit us in person (during office hours) at:
Providence Bonds, ℅ IPM,Becket House, 36 Old Jewry, London, EC2R 8DD
20
Frequently Asked QuestionsWhat is a Mini Bond?A Mini Bond is a way for UK companies to borrow directly from the public. After the 2008 global financial crisis, the UK government recognised that banks did not have the money to lend to small and medium-size enterprises (SMEs). The government allowed UK SMEs to directly approach the public with a corporate IOU (or promissory note) called a Mini Bond. The investor lends money to a UK plc for a set amount of time (the “Term”) in return for a fixed amount of interest (the “Coupon”) plus the original investment amount which is returned at the end of the Term.
How is a Mini Bond different from a listed bond?Mini Bonds are effectively a private borrowing agreement between a company and an investor that cannot be transferred to someone else. In contrast, retail corporate bonds and government gilt-edged securities are freely tradeable instruments. The financial promotion of Mini Bonds must be carried out by an FCA authorised and regulated company to ensure the invitation to invest is fair, clear and not misleading. However, Mini Bonds are corporate treasury instruments and not securities, so they are not protected by the Financial Services Compensation Scheme. While safeguards are in place, the FCA is very clear that every investor should be aware that their capital is at risk.
How much can I invest?£1,000 is the starting minimum investment with multiples of £1,000 thereafter, with no upper limit.
Who can invest?Any UK resident individual who is over the age of 18, or a UK trust, company or charity which is not prevented by the laws of its governing jurisdiction from applying for or holding Providence Bonds.
Can I put the Providence Bond into my SIPP or ISA?Mini Bonds are suitable for Self Invested Personal Pensions (SIPPs) subject to approval by the scheme trustees and administrators.
Mini Bonds are not currently approved for ordinary tax free Individual Savings Accounts (ISAs). However, in the March 2015 budget, Chancellor George Osborne announced a “radically more flexible ISA” which is expected to include a new Peer to Peer ISA this autumn, which may effectively allow tax free investing into Mini Bonds. We await announcements from the Treasury.
Can I pay by instalments or top up on my holding?Unfortunately not. There is a fixed invitation period during which all applications must be completed. Once the invitation period is closed, no new applications or additions to existing
holdings can be accepted.What is the Offer Period?The invitation period opens on the 19th June 2015 and closes on 31st August 2015.
How can I confirm my investment has been accepted?Once your application has been accepted, your investment will appear in your personal e-wallet. In addition, following the closing date, all bondholders will be issued with a bond certificate registering their investment.
Can I change my mind?Yes, provided you do so within 14 days of your completed Application Form being received or being submitted online. If you wish to cancel your application, you should write to Providence Bonds II PLC’s Registrar, Lumiere Fund Services Limited, PO Box 268, Mill Court, La Charroterie, St Peter Port, Guernsey, GY1 3QZ. After this date, your application will be irrevocable and will not be capable of being terminated or rescinded unless there are exceptional circumstances.
What return do I receive on my investment and is the interest rate fixed?The interest rate is 7.5% a year with a payment every quarter, which is fixed and does not change.
How do I get paid my interest?For each of the 16 quarters of this Providence Bond, you receive a quarter of 7.5%; ie 1.875% gross.
HMRC requires us to automatically levy a 20% withholding tax on interest payments unless you send us a completed HMRC R85 form stating you are not a taxpayer and should receive your interest gross.
So, if you are a tax payer, 1.5% (a non-tax payer 1.875%) will be paid into your e-wallet or, if you prefer, a bank account of your choice.
What is an e-wallet?Instead of taking your interest into your bank account in small amounts, you can elect to keep your coupon payments in a secure, personalised, online e-wallet with Global Custodial Services Ltd (GCS). You have online access at all times and can transfer the cash at any time or use the e-wallet exactly the same as a normal bank account. It also keeps a record of your investment in the Mini Bond (and anything else you invest in using the e-wallet).
When do I get my original investment back?All of your original investment will be returned in full on 31st August 2019 after the full four-year term
21
How does the Early Bird bonus work?Any investor who completes their application before Friday 17th July 2015 will start accruing 7.5% pa interest from the day their investment is cleared. The Early Bird interest will be credited to your e-wallet or paid to your bank (as appropriate) as an initial bonus on the 31st August 2015.
Individuals who invest after the 17th July 2015 will accrue interest from the closing date, expected to be the 31st August 2015.
Are there any hidden fees, charges or deductions?Providence Bonds II PLC will take no fees or make any deductions or charges of any kind on the interest paid by the Mini Bond, but HMRC requires us to retain a 20% withholding tax for a UK taxpayer (if you are not a UK tax payer be sure you advise us).
Do Mini Bonds track the stock or bond markets?No, it is highly unlikely that there will be any correlation that is not statistically coincidental.
Can I withdraw my money before the end of thefour-year term?Mini Bonds have a fixed term and are not freely transferable. The Providence Bond allows investors to request the return of their investment if they can show financial hardship or if an executor of their estate makes a formal request.
Who is Providence?Providence is a fast-growing, global commercial and financial services group. The group was established about 10 years ago and now has twenty-one offices in twelve territories across four continents. For further information: www.provcos.com
Who is Providence Global Limited?Providence Global Ltd is the holding company for all the non-US assets of the Providence group. Based in Guernsey, it has assets of over £75 million and owns businesses such as investment management, fund administration and collective investment funds in addition to its global factoring operations.
How will the money be invested in order to pay 7.5%?Funds raised by the Providence Bond will be used to monetise invoices for successful SMEs. Providence buys the invoice (at a discount) that the SME’s customer has already agreed to pay. These SMEs have to satisfy strict criteria to qualify for the funding and provide collateral. In other words, because we are funding invoices (ie amounts that are due to be paid) we finance success, not aspiration.
Is the money only invested in factoring? Funds from Providence Bonds will only be used for factoring in the UK and our established international operations in for example the US, Brazil, Hong Kong and China. The factoring business is operated by Providence Global Factoring who manages the asset allocation to balance the security of funds with a fair and profitable return.
How does Providence afford the 7.5% pa interest?As an illustration, it is typical for UK SMEs to sell their invoices at a discount of between 1.5% and 3% a month, which is an average annual rate close to 30%. Internationally, the monthly discount can vary and in some markets it is significantly higher (in Brazil for example it is typically over 4% per month). Providence is confident that its annual returns will continue to be far greater than the 7.5% interest required to pay bondholders..
How is the investment protected?Bondholders have three levels of protection.
The first is that we have a charge over the assets of both the factoring client we are buying the invoice from and the company paying the invoice, should either default.
The second level is a parent guarantee pledging the assets of Providence Global Ltd to cover all interest and capital payments due to bondholders.
The third is that Independent Portfolio Managers Ltd (IPM), an FCA authorised and regulated investment manager with experience in this field, is appointed to act as Security Trustee. If Providence defaults the Security Trustee can take control of the business on behalf of bondholders.
How does this bond rank in credit terms with the first Providence Bond?For the purposes of parent guarantee, this Mini Bond ranks equal (pari passu) with the previous Providence Bond issued by Providence Bonds plc.
How much money do you hope to raise with this Providence Bond?Providence is working to raise a total of £25 million through a series of Providence Bonds to fund the expansion of its UK and international factoring operations. We hope to raise £5 million with this particular 7.5% Providence Bond.
What if something happens to me or I die?Providence Bonds that are not jointly held would form part of your estate and title would pass to the executors or administrators of your estate. The Providence Bond allows your executors or administrators to apply for early repayment of the bond so the estate can be settled.
If a bondholder shows they are subject to material financial hardship, the directors have discretion to repay the investment early.
22
Terms and conditionsThese terms and conditions apply
to your subscription for Providence
Bonds and by making an application
for Providence Bonds (“Application”)
you agree to be bound by them.
1. Form of Applications
1.1. For Online Applications you
must complete online the Application
Form and at the same time submit
the online payment. Online
Applications made by debit card for
amounts up to and including £10,000,
or by direct bank transfer for any
amount.
1.2. For Postal Applications you
must download, print, complete
and sign the Application Form and it
must be accompanied by a personal
cheque drawn on a bank account
of a branch of a bank or building
society in the UK, made payable to
“Global Collect” and crossed “Account
Payee only”. There is no limit on the
amount of postal Applications. Postal
Applications must be sent to Global
Custodial Services Limited, The Old
Barn, Oast Business Village, Redhill,
Wateringbury, Kent ME18 5NN.
2. Acceptance of Applications
2.1. For Online Applications.
You must have completed the
Application Form and submitted
online payment before 5:00pm on
31st August 2015.
2.2. Postal Applications.
The duly completed and signed
Application Form and cheque must
be received by Global Custodial
Services Ltd (a company incorporated
in England and Wales under company
number 08321940, the registered
office of which is at The Old Barn,
Oast Business Village, Redhill,
Wateringbury, Kent ME18 5NN)
(“GCS”) no later than the Long Stop
Date.
2.3. Receipt by GCS of your
online or postal Application Form
together with either your online
payment or your cheque will, after
14 days, automatically result in your
Application being irrevocable and you
will not be capable of terminating it or
rescinding it.
2.4. All Applications are made
based strictly on (i) the Terms
and Conditions contained in this
Invitation Document and (ii) the Bond
Instrument.
3. Amount of Applications
3.1. The Company will only accept
Applications in whole or in part in
multiples of £1,000 (£1,000 minimum)
being the nominal amount of
Providence Bonds.
4. Acknowledgements and
Confirmations
You acknowledge and confirm in
making an Application for Providence
Bonds that:
4.1. 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 in relation to the Company
or any Providence Group entity other
than as contained in this Invitation
Document and the Bond Instrument
and that, accordingly, none of the
Company or any Group entity of
Providence, its directors, officers,
agents, employees or advisers or
any person acting on behalf of any
of them shall have any responsibility
for any such information,
representations, warranties,
agreements or undertakings (express
or implied);
4.2. You are not relying on the
Company or Independent Portfolio
Managers Ltd to advise whether or
not Providence Bonds are a suitable
investment for you;
4.3. You are either (i) an individual
who is 18 years old or more at the
date of making your Application
and who is resident in the UK, or (ii)
a company resident in the UK for
corporation tax purposes and who
is not prevented by the laws of its
governing jurisdiction or place of
incorporation from applying for or
holding Providence Bonds;
4.4. You are entitled to make your
Application and to be issued with
Providence Bonds in respect thereof
under the laws of and rules of any
governmental bodies located in any
jurisdictions which apply to you;
4.5. You are aware that it is up
to you to seek independent advice
from someone who specialises in
advising on investments such as the
Providence Bonds;
4.6. You are not entitled to be paid
any commission in relation to your
Application;
4.7. Any monies returnable to you
may be retained by the Company
pending clearance of your cheque
and such monies will not bear
interest;
4.8. You acknowledge that the
Company may, in its absolute
discretion, reject in whole or in part
or scale down your Application;
4.9. All certificates, documents,
monies and cheques sent to you by
or on behalf of the Company or any
documents, monies and cheques
you send to the Company are sent
at your risk;
4.10. You and any funds under your
management are not engaged in
money laundering;
4.11. You are making your
Application on your own behalf and
for no other person;
4.12. The Company, their
representative members, directors,
employees, agents and advisers will
rely upon the truth and accuracy or
the confirmations, acknowledgements
and representations contained in
this Invitation Document and the
Application Form;
4.13. If applicable, the cheque
provided by you in respect of your
Providence Bonds subscription will be
honoured on first presentation;
4.14. The Company accepts no
liability for any inaccuracies in your
Application or for any late or failed
delivery of your Application Form;
4.15. You agree to be notified by
email (at the email address provided)
of the availability of an electronic
certificate of deduction of tax relating
to your interest for each payment.
4.16. You agree that the Company
may:
4.16.1. direct that you make
payment persuant to your
subscription for Providence Bonds
to, and/or using facilities provided
by, GCS and/or Global Currency
Exchange Network Ltd (a company
incorporated in England and Wales
under company number 04675786,
the registered office of which is at
The Old Barn, Oast Business Park,
Redhill, Wateringbury, Kent ME18
5NN) (“GCEN”); and/or
4.16.2. make payments to you,
pursuant to or in connection with
Providence Bonds and/or your
Application and/or these Terms and
Conditions using facilities provided by
GCEN and/or GCS; and/or
4.16.3. direct that you undertake
foreign exchange transactions
in respect of payments made in
currencies other than GBP in respect
of your subscription for Providence
Bonds and/or your Application and/
or these Terms and Conditions using
facilities provided by GCEN and/or
GCS; and/or
4.16.4. undertake foreign exchange
transactions in respect of payments
to be made pursuant to Providence
23
Bonds and/or your Application
and/or these Terms and Conditions
using facilities provided by GCEN and/
or GCS; and/or
4.16.5. direct that sums paid by
you in respect of Providence Bonds
and/or your Application and/or these
Terms and Conditions are deposited
with or otherwise held by GCEN and/
or GCS, and you consent to GCEN
and/or GCS providing such facilities.
4.17. You agree that GCEN and/
or GCS can transfer and/or, pay
monies paid to it/them (any such
monies being “GCEN/GCS Monies”)
to the company and/or transfer, pay
or otherwise deal with such monies
in accordance with the instructions
of the Company and you hereby
irrevocably consent to GCEN and/
or GCS so transferring, paying or
otherwise dealing with any GCEN/
GCS Monies.
4.18. You agree that neither GCEN
nor GCS shall:
4.18.1. deliver, or procure the
delivery of, any Providence Bonds
or Providence Bond Certificates to
you; or
4.18.2. make any re-imbursement
to you in the event that your
Application is not accepted except
where they have been instructed
to do so by the Company and the
Company has put GCEN and/or GCS
(as applicable) in funds to make such
re-imbursement and has paid any
fees or expenses incurred by GCEN
and/or GCS in respect of such re-
imbursement; or
4.18.3. make any re-imbursement
to you in respect of Providence
Bonds and/or these Terms and
Conditions except where they have
been instructed to do so by the
Company and the Company has put
GCEN and/or GCS (as applicable) in
funds to make such re-imbursement
and has paid any fees or expenses
incurred by GCEN and/or GCS in
respect of such re-imbursement.
4.19. You agree that neither
GCEN nor GCS has made any
recommendation or provided any
advice to you in connection with any
Providence Bonds, your Application
or these Terms and Conditions.
4.20. You agree that neither
GCEN nor GCS nor any of their
respective officers, directors or
employees shall be liable to you for
any losses, liabilities, costs, damages,
and expenses (including, without
limitation, counsel fees) (“Losses”)
which may be incurred or suffered
by you in connection with or arising
from:
4.20.1. the performance, non -
performance or delay in performance
by the Company or Independent
Portfolio Managers Ltd of any of
their obligations pursuant to or in
connection with any Providence
Bonds, any Application or these
Terms and Conditions;
4.20.2. your investment in
Providence Bonds or the transactions
contemplated by your Application or
these Terms and Conditions;
4.20.3. the provision of any facilities,
the making of any payments, the
undertaking of any foreign exchange
transactions or the holding of
any monies by GCEN and/or GCS
in connection with transactions
contemplated by your Application
and/or these Terms and Conditions,
save where such Losses arise from
the fraud, gross negligence or wilful
default of GCEN or GCS.
4.21. You agree that neither GCEN
nor GCS nor any of their respective
officers, directors or employees shall
under any circumstances be liable
to you for loss of profits or goodwill,
anticipated savings, or any type of
special indirect or consequential
loss arising in connection with your
investment in Providence Bonds or
the transactions contemplated by
your Application or these Terms and
Conditions.
5. Money Laundering
5.1. It is also a term of your
Application that, to ensure
compliance with the Money
Laundering Regulations 2007
(as amended), the Company,
Independent Portfolio Managers
Ltd or GCS may, in their absolute
discretion, require verification of your
identity to the extent that you have
not already provided the same.
5.2. Pending the provision of
evidence of identity, Providence
Bonds applied for by you may not
be issued at the absolute discretion
of the Company or Independent
Portfolio Managers Ltd.
5.3. If within a reasonable time
after a request for verification of
identity, satisfactory evidence has not
been supplied, the Company may,
at its absolute discretion, terminate
your Application in which event your
subscription will be returned to you
without interest and at your risk.
6. Issuance of Providence Bonds
6.1. In the event that your
Application is successful, we will send
you a bond certificate (“Providence
Bonds Certificate”) in respect of the
secured Providence Bonds that have
been issued to you.
6.2. If your Application is not
successful or the offer is not closed,
your cheque or online payment will
be returned to you within 10 working
days of the Long Stop Date without
interest and at your risk.
6.3. Once the agreed funding
amount has been achieved or the
Long Stop Date reached, no further
Applications will be accepted.
6.4. If your Application is successful
in respect of only some of the
Providence Bonds you applied for,
a cheque or online payment for
the balance of the amount of your
Application (without interest) will
be sent to you with the secured
Providence Bonds Certificate, at
your risk.
7. General
7.1. Nothing in clause 4.20 or 4.21
shall limit GCEN or GCS’s liability:
7.1.1. for death or personal injury
resulting from the negligence of
GCEN or GCS or their respective
officers, directors or employees; or
7.1.2. in any way prohibited by law.
7.2. The provisions of clauses 4.16
to 4.21 (inclusive) and clauses 7.1, 7.2
and 7.3 shall survive the termination
of these Terms and Conditions
7.3. GCEN and GCS and their
respective officers, directors and
employees may rely upon and
enforce the terms of clauses 4.16 to
4.21 (inclusive) and clauses.7.1, 7.2
and 7.3.
7.4. Save as set out in clause 7.3,
you and the Company do not intend
that any term of these Terms and
Conditions shall be enforceable by
virtue of the Contracts (Rights of Third
Parties) Act 1999 by any person that
is not a party of it.
8. Jurisdiction
8.1. The making of Applications,
acceptances of Applications and
contracts resulting therefrom under
this Invitation Document shall be
governed by and construed in
accordance with English law.
8.2. The parties submit to the
exclusive jurisdiction of the English
courts.
24
Bond InstrumentThis Bond Instrument, which is a
financial promotion for the purposes
of Section 21 of the Financial Services
and Markets Act 2000, is being
issued by Providence Bonds II plc,
which accepts responsibility for
the information contained herein.
This Bond Instrument has been
approved as a financial promotion
for UK publication by Independent
Portfolio Managers Ltd of 5th Floor,
Becket House, 36 Old Jewry, London
EC2R 8DD, UK. IPM is authorised and
regulated by the Financial Conduct
Authority.
This deed is made on the 19th day of
June 2015 BETWEEN: PROVIDENCE
BONDS II PLC registered in England
and Wales with registration number
9551589 whose registered office is
at 100 Cannon Street, London, EC4N
6EU (the Company); and PROVIDENCE
GLOBAL LIMITED registered in
Guernsey with registration number
54425 whose registered office is
at Mill Court, La Charroterie, St
Peter Port, Guernsey GY1 3QZ (the
Guarantor).
1. Definitions and Interpretation
1.1. The following words have these
meanings in this Instrument unless a
contrary intention appears;
Aggregate Nominal Amount
in respect of the Providence Bonds
in issue at any time, the aggregate
principal amount of Providence
Bonds outstanding at that time and/
or all accrued and unpaid interest
thereon
Bondholder or Bondholders
the person(s) from time to time
entered in the Register as the holders
of the Providence Bonds
Bond Instrument or Instrument
this Bond Instrument constituting
Providence Bonds
Business Day
a day other than a Saturday or a
Sunday on which clearing banks are
open for business in London
Certificate
a certificate evidencing title to the
Bonds
Commencement Date
being the date on which the Bonds
are first issued
Default Event
has the meaning given to that term in
clause 6.1 of this Instrument
Directors
the board of directors of the
Company from time to time
First Interest Payment Date
30th November 2015
Group
a company which is from time to time
a parent undertaking or a subsidiary
undertaking of the Company or a
subsidiary undertaking of any such
parent undertaking, and the terms
“parent undertaking” and “subsidiary
undertaking” shall have the meanings
as set out in the Companies Act 2006
Interest Payment Date
the date being (i) the First Interest
Payment Date and (ii) thereafter
the last day of every Feburary, May,
August and November provided that
it is a Business Day, (but if it is not a
Business Day, then the next Business
Day) up to and including the date on
which the Bonds are finally redeemed
Interest Period
in respect of a Bond the period
commencing on (and including) an
Interest Payment Date for that Bond
and ending on (but excluding) the
next Interest Payment Date for that
Bond, except that the first Interest
Period will commence on (and
include) the Commencement Date
and end on (but exclude) the First
Interest Payment Date.
Interest Rate
7.5% p.a. (seven and a half per cent
per annum)
Providence Bonds or Bonds
the non-convertible and non-
transferable bonds of the Company
constituted by and issued pursuant
to this Bond Instrument
Recognised Investment Exchange
has the meaning ascribed to that
term in section 285 of the Financial
Services and Markets Act 2000
Register
the register of Bondholders
maintained by the Company as
provided for in clause 12
Registered Office
the registered office of the Company
from time to time
Repayment Date
subject to pre-payment by the
Company in accordance with the
terms of this Bond Instrument, the
date that is the fourth anniversary of
the Commencement Date (but if it
is not a Business Day, then the next
Business Day)
Security
the security created by the Security
Document
Security Document
a debenture being a fixed and
floating charge over the assets of
the Company granted to the Security
Trustee
Security Trustee
Independent Portfolio Managers Ltd
or such other person as is appointed
as trustee under the Security Trust
Deed
Security Trust Deed
the deed by which the Security
Trustee is appointed to hold the
Security for the benefit of the
Bondholders on the terms set out in
that deed
1.2. In this Bond Instrument, unless
the contrary intention appears:
1.2.1. the singular includes the
plural and vice versa and any gender
includes the other gender;
1.2.2. ‘person’ unless the context
otherwise requires includes a natural
person, a firm, a partnership, a
body corporate, an unincorporated
association or body, a state or
agency of state, trust or foundation
(whether or not having separate legal
personality);
1.2.3. a ‘natural person’ unless
the context otherwise requires shall
mean a human being, as opposed to
a juridical person created by law;
1.2.4. a reference to:
1.2.4.1 a document means that
document as amended, replaced or
novated;
1.2.4.2 a statute or other law means
that statute or other law as amended
or replaced, whether before or after
the date of this Bond Instrument
and includes regulations and other
instruments made under it;
1.2.4.3 a clause or schedule is a
reference to a clause or a schedule in
this Bond Instrument; and
1.2.4.4 a month means a calendar
month;
1.2.5. where the word ‘including’
or ‘includes’ is used, it is to be taken
to be followed by the words: ‘but not
limited to’ or ‘but is not limited to’, as
the case requires;
1.2.6. where a period of time is
expressed to be calculated from
or after a specified day, that day is
included in the period;
25
1.2.7. a reference to “date of
redemption” or “repayment” or
“redeemed” or “repaid” means the
date on which all the outstanding
principal and accrued and unpaid
interest on all the outstanding Bonds
is finally paid by the Company; and
1.2.8. headings are inserted for
convenience and do not affect
the interpretation of this Bond
Instrument.
2. Amount and Status of
Providence Bonds
2.1. The aggregate principal amount
of Providence Bonds is limited to
£50,000,000.
2.2. Providence Bonds shall only be
capable of being issued in multiples
of £1,000 in nominal amount and
there will be no limit on the maximum
amount of Providence Bonds that can
be issued to a Bondholder, subject to
the aggregate principal amount limit
set out in clause 2.1 above but there
is a limit on the minimum amount
which may not be less than £1,000.
2.3. Providence Bonds shall not be
issued or registered in the names of
more than one Bondholder.
2.4. Subject to this Bond
Instrument,all of Providence Bonds
as and when issued shall rank pari
passu equally and rateably without
discrimination or preference.
2.5. Subject to clauses 10 and
11, Providence Bonds shall not be
capable of being transferred by the
Bondholder or by the Company and
shall not be capable of being dealt in
or negotiated on any stock exchange
or other recognised or capital market
in the United Kingdom or elsewhere
and no application has been or will be
made to any Recognised Investment
Exchange for the listing of, or for
permission to deal in Providence
Bonds.
3. Interest
3.1. The Company shall pay to the
Bondholders interest on the principal
amount outstanding from time to
time under Providence Bonds at
the Interest Rate on each Interest
Payment Date in respect to each
Interest Period.
3.2. Interest will be calculated on
the basis of a 365 day year (or, in the
case of a leap year, a 366 day year)
and interest accrues from day to day.
3.3. The Company shall promptly
notify the Security Trustee if it, or its
Guarantor, has insufficient funds to
make any interest payment on any
Interest Payment Date.
4. Redemption of Providence
Bonds
4.1. All Providence Bonds not
previously repaid (in whole or in part)
before the Repayment Date will be
redeemed by the Company on the
Repayment Date, at par, together
with interest accrued and unpaid
up to and including the date of
redemption.
4.2. All payments of principal and
interest in respect of the Bonds by
or on behalf of the Company shall be
made at the Bondholder’s risk:
4.2.1. by cheque or bank transfer
in favour of the Bondholder. If such
payment is to be made by cheque,
it shall be sent at the Bondholder’s
risk to the address notified to the
Company for such purpose in writing
by the Bondholder from time to time;
4.2.2. free and clear of, and
without withholding or deduction for,
any taxes, duties, assessments or
governmental charges of whatsoever
nature imposed, levied, collected,
withheld or assessed, unless such
withholding or deduction is required
by law. In that event, the Company
shall make such withholding or
deduction and shall, where required,
account to the relevant tax authority
for such withholding or deduction.
For the avoidance of doubt, in such
circumstances, the Company shall not
be required to increase or gross-up
any payment of principal or interest
made hereunder;
4.2.3. all Providence Bonds
redeemed by the Company pursuant
to the terms of this Bond Instrument
will be cancelled and will not be
available for reissue;
4.2.4. in the event that any income
or other tax is deducted from a
payment, the Company will issue
to the Bondholders as soon as
reasonably practicable a certificate of
deduction of tax in respect of the tax
deducted or withheld;
4.2.5. the Company will notify the
Security Trustee and the relevant
Bondholder(s) of any proposed
redemption of the Bonds (wheter
on the Repayment Date or prior to
the Repayment Date) at least 10
Business Days prior to the date of any
proposed redemption pursuant to
this clause 4 and clause 5 also once
the redemption has been completed.
5. Pre-payment and Early
Redemption of Providence Bonds
5.1. In addition to clause 4.1 the
Company will be entitled to pre-pay
any or all of the principal amount
of Providence Bonds together with
interest accrued and unpaid thereon
at any time after the Commencement
Date or at any time after the
occurrence of an event described in
clause 11.1.
5.2. In addition to clauses 4
and 11, and subject always to
the remainder of this clause 5,
up to £50,000 principal amount
of Providence Bonds shall, at the
absolute discretion of the Company,
be capable of being redeemed in
the circumstances set out in clause
5.3 prior to a Repayment Date in
each 12 month period ending on
each anniversary of the issue of the
Providence Bonds.
5.3. Providence Bonds shall only be
capable of being redeemed pursuant
to clause 5.2 above if:
5.3.1. the Bondholder is able to
demonstrate in documented form to
the satisfaction of the Company that
they are subject to material financial
hardship; or became entitled to the
Providence Bond as a result of the
death or bankruptcy of a holder of a
Providence Bond; and
5.3.2. the Bondholder has given
a minimum of two months’ notice
in writing to the Company that they
wish to redeem their holding of
Providence Bonds.
5.3.3. For the avoidance of doubt,
the decision as to whether to accept
(in whole or in part) applications
for early redemption of Providence
Bonds pursuant to clauses 5.2 and
5.3 shall be at the absolute discretion
of the Company and it shall be a
condition of any such acceptance by
the Company that the Bondholder
shall have completed the notice of
redemption on the reverse of their
Certificate and delivered the same
to the Company (or as it shall direct)
prior to the scheduled date for
redemption.
6. Default Events
6.1. If any of the following events
(each a “Default Event“) shall occur,
the Security Trustee at its discretion
may, and if so requested in writing by
the holders of at least one-quarter
of the aggregate principal amount
of the Bonds then outstanding
shall give notice to the Company
that the Bonds are, and each Bond
shall accordingly forthwith become
immediately due and payable at par
together with all accrued and unpaid
interest up to and including the date
of redemption, and the Security shall
become enforceable:
6.1.1. the Company fails to repay
26
any principal amount or pay any
interest on the Bonds within 30 days
of the due date for redemption or
payment hereof in accordance with
the terms of this Bond Instrument; or
6.1.2. The Company or Guarantor
is unable or admits an inability to pay
its debts as they fall due, suspends
making payments on any of its debts
or, by reason of actual or anticipated
financial difficulties, commences
negotiations with one or more of its
creditors with a view to rescheduling
any of its indebtedness; or
6.1.3. the value of the assets of
the Company or Guarantor is less
than its liabilities (taking into account
contingent and prospective liabilities);
or
6.1.4. a moratorium is declared in
respect of any indebtedness of the
Company or Guarantor; or.
6.1.5. any corporate action, legal
proceedings or other procedure or
step is taken in relation to:
a) the suspension of payments,
a moratorium of any
indebtedness, winding-up,
dissolution, administration
or reorganisation (by way of
voluntary arrangement, scheme
of arrangement or otherwise)
of the Company or Guarantor
other than a solvent liquidation
or reorganisation;
b) a composition, compromise,
assignment or arrangement
with any creditor of the Company
or Guarantor;
c) the appointment of a
liquidator (other than in respect
of a solvent liquidation of the
Company or Guarantor), receiver,
administrative receiver,
administrator, compulsory
manager or other similar
officer in respect of the Company
or Guarantor or any of its assets;
or
d) enforcement of any security
interest over any assets of the
Company or Guarantor;
or any analogous procedure or
step is taken in any jurisdiction.
6.2. The Company will immediately
notify the Security Trustee and
will use reasonable endeavours
to give notice to the Bondholders
of the happening of any Default
Event within ten (10) Business Days
upon becoming aware of the same.
If any Bondholder shall waive in
writing its right of repayment of the
Aggregate Nominal Amount due to
it, Providence Bonds held by such
Bondholder shall remain outstanding.
7. Security and Enforcement
7.1. The Security shall be held for
the benefit of the Bondholders by the
Security Trustee on the terms of the
Security Trust Deed.
7.2. If a Default Event has occurred
the Aggregate Nominal Amount
shall become due and payable
immediately by the Company.
7.3. If a Default Event has occurred
the Security Trustee is entitled to
enforce the Security on the terms of
the Security Trust Deed.
8. Non-Conversion
8.1. Neither the principal amount
of Providence Bonds nor any
interest thereon shall be capable
of conversion into shares or other
securities in the Company.
9. Certificates
9.1. The Company will recognise the
Bondholder indicated in the Register
as the absolute owner of Providence
Bonds. The Company is not bound to
take notice or see to the execution of
any trust whether express, implied or
constructive to which any Bonds may
be subject.
9.2. If any of the Bondholder’s
Bonds are due to be redeemed
under any of the provisions of this
Bond Instrument, the Bondholder
shall, if requested by the Company,
deliver up to the Company (at its
Registered Office) the Certificate(s)
for Providence Bonds which are due
to be redeemed in order that the
same may be cancelled and, upon
such delivery (if so requested by the
Company), the Company shall pay the
relevant redemption amount to the
Bondholder.
9.3. If any of the Bondholder’s
Bonds are liable to be redeemed
under any of the provisions of this
Bond Instrument, and, following
a request by the Company, the
Bondholder fails or refuses to deliver
up the Certificate(s) for such Bonds
at the time and place fixed for the
redemption of such Bonds, then the
Company may set aside the relevant
amount due to the Bondholder, pay it
into a separate interest-bearing bank
account which shall be held by the
Company in trust for the Bondholder
(but without interest (save as may
accrue in such account)) and such
setting aside shall be deemed, for
all purposes of these conditions, to
be a payment to the Bondholder
and the Company shall thereby be
discharged from all obligations in
connection with such Bonds. If the
Company shall place such amount
on deposit at a bank, the Company
shall not be responsible for the safe
custody of such amount or for any
interest accruing on such amount in
such account.
9.4. If any certificate is lost, stolen
or mutilated, defaced or destroyed,
it may be replaced at the Registered
Office, subject to all applicable laws,
upon such indemnity as the Directors
may reasonably require.
10. Transfer
10.1. Subject to clause 10.2,
Providence Bonds are not
transferable in whole or in part
and neither the Company nor its
Directors shall approve, or arrange
or participate in any transfer of
Providence Bonds whether by
registration or otherwise.
10.2. Where the Bonds are held by
a person as a nominee for another
person who is the beneficial owner
of the Bonds, then the Directors will
agree to a transfer of the Bonds in
whole from one nominee to another
nominee provided always that (i) the
beneficial owner of the Bonds does
not change, (ii) any nominee is not
a natural person, (iii) the Directors
are provided with such evidence
as they may reasonably require to
satisfy themselves that the beneficial
ownership of the Bonds has not
changed and (iv) the Directors are
provided with such evidence as they
may reasonably require for the new
nominee to be registered as the
holder of such Bonds.
11. Transmission
11.1. Any person becoming entitled
to Providence Bonds as a result of
the death or bankruptcy of a holder
of Providence Bonds or of any other
event giving rise to the transmission
of such Bonds by operation of
law may, upon producing such
evidence as is reasonably required
by the Directors of the Company,
be registered as the holder of such
Bonds.
11.2. In the case of death of a
registered holder of Providence
Bonds, the only persons recognized
by the Company as having any
title to Providence Bonds are the
executors or administrators of a
deceased sole registered holder of
Providence Bonds or such other
person or persons as the Directors
may reasonably determine and they
will be entitled to require repayment
of Providence Bonds at par.
12. Register of the Bonds
12.1. The Company will at all times
keep at its Registered Office, or at
such other place as the Company
may have appointed for the purpose,
a register showing:
12.1.1. the nominal amount of the
Bonds held by the Bondholder;
12.1.2. the serial number of each
Bond issued;
12.1.3. the date of issue and
27
all subsequent transmissions of
ownership; and
12.1.4. the name and address of
the Bondholder as Bondholder.
12.2. The Bondholder may at all
reasonable times during office hours
inspect their details entered in the
Register and take copies of such
details from the Register.
12.3. Register may be closed by
the Company for such periods and
at such times as it thinks fit but not
more than thirty (30) days in any
calendar year.
12.4. Any change of name
or address on the part of the
Bondholder must be notified to the
Company and the Register will be
altered accordingly.
13. Guarantee
13.1. The Guarantor unconditionally
and irrevocably guarantees to each of
the Bondholders from time to
time that if, for any reason
whatsoever, the Aggregate Nominal
Amount of the Bondholder’s
outstanding Bonds (or any part of
it) is not paid in full by the Company
on the due date it shall (subject to
the limitations set out in this Bond
Instrument), on demand in writing
by such Bondholder, pay to the
Bondholder such sum as shall be
equal to the amount in respect of
which such non-payment has been
made, provided that the Guarantor’s
maximum aggregate liability under
this guarantee in this clause 13 shall
not exceed an amount equal to the
Aggregate Nominal Amount due to
such Bondholder on such due date.
13.2. Upon payment in full by the
Guarantor of the Aggregate Nominal
Amount of any outstanding Bonds,
such Bonds shall be deemed to have
been fully repaid and cancelled.
13.3. The Guarantor shall be liable
as if it were a principal debtor for
all monies payable pursuant to this
Bond Instrument (notwithstanding
that, as between the Company
and the Guarantor, the Guarantor
is a surety only) and shall not be
exonerated or discharged from
liability under this clause 13
guarantee:
13.3.1. by the effluxion of time or
indulgence being given to, or any
arrangement or alteration of terms
being made with, the Company; or
13.3.2. by the liquidation, whether
voluntary or compulsory, of the
Company or by the appointment
of an administrative receiver or
an administrator in relation to the
Company or its assets; or
13.3.3. by any act, omission, matter
or thing whatsoever whereby the
Guarantor, as surety only, would or
might have been so exonerated or
discharged.
13.4. Until the Aggregate Nominal
Amount of all outstanding Bonds
and all claims of the Bondholders
thereunder have been discharged
in full:
13.4.1 the Guarantor shall not be
entitled to participate in any security
held or money received by or on
behalf of the Bondholders;
13.4.2 the Guarantor shall not
stand in the place of the Bondholders
or any agent or trustee appointed on
their behalf in respect of any security
or money nor in competition with or
in priority to the Bondholders take
any step to enforce any right or claim
against the Company or its assets nor
make any claim in the bankruptcy or
liquidation of the Company in respect
of any money paid by the Guarantor
to the Bondholders or to any trustee
or agent on their behalf; and
13.4.3 the Guarantor shall not take
any steps to enforce any claim that
it may have against the Company
without receiving the prior written
consent of the Bondholders or
any agent or trustee appointed on
their behalf (which consent may be
conditional).
13.5. Each of the covenants and
guarantees contained in this clause
13 shall be a continuing covenant and
guarantee binding on the Guarantor,
and shall remain in operation until
the Aggregate Nominal Amount of
the outstanding Bonds has been fully
paid or satisfied.
13.6. This clause 13 shall be
deemed to contain, as a separate and
independent stipulation, a provision
to the effect that any sums of money
which may not be recoverable from
the Guarantor by virtue of this clause
13 guarantee (whether by reason
of any legal limitation, disability,
incapacity or any other fact or
circumstance and whether known
to the Bondholders or not) shall
nevertheless be recoverable from the
Guarantor by way of indemnity.
13.7. Each Bondholder shall be
entitled to determine from time to
time when to enforce this clause 13
against the Guarantor as regards its
outstanding Bonds and may from
time to time make any arrangements
or compromise with the Guarantor
in relation to the guarantee given by
this clause 13 which such Bondholder
may think expedient and/or in its own
interest.
13.8. Any payment to be made
by the Guarantor under this Bond
Instrument shall be made without
regard to any lien, right of set-off,
counterclaim or other analogous
right to which the Guarantor may be,
or claim to be, entitled against any
Bondholder.
13.9. Payment by the Guarantor to
any Bondholder made in accordance
with this clause 13 shall be deemed
a valid payment for all purposes of
this clause 13 and shall discharge
the Guarantor from its liability under
this clause 13 to the extent of the
payment, and the Guarantor shall
not be concerned to see to the
application of any such payment.
13.10. In relation to any demand
made by a Bondholder for payment
by the Guarantor pursuant to this
clause 13 such demand shall be in
writing and shall state:
13.10.1 the full name and
registered address of such
Bondholder and the Aggregate
Nominal Amount which is claimed;
13.10.2 the reason why the
Aggregate Nominal Amount has
become payable by the Guarantor;
13.10.3 that none of the Bonds
in respect of which such demand is
made has been cancelled, redeemed
or repurchased by the Company;
13.10.4 that the sum demanded
is due and payable by the Company,
that all conditions and demands
prerequisite to the Company’s
obligations in relation to those Bonds
have been fulfilled and made, that
any grace period relating to those
obligations has elapsed and that the
Company has failed to pay the sum
demanded;
13.10.5 the date on which payment
of the Aggregate Nominal Amount
(or part thereof) in respect of which
the demand is made should have
been paid to the Bondholder by the
Company; and
13.10.6 the bank account details
of a bank in the United Kingdom to
which payment by the Guarantor is to
be credited or the address to which
payment by cheque is to be sent at
the Bondholder’s risk.
13.11. The Guarantor may rely on
any demand or other document or
information appearing on its face
to be genuine and correct, and to
have been signed or communicated
by the person by whom it purports
to be signed or communicated. The
Guarantor shall not be liable for the
consequences of such reliance and
shall have no obligation to verify
that the facts or matters stated in
any such demand, document or
information are true and correct.
14. Warranties and Undertakings
14.1. The Company undertakes to
28
each Bondholder that:
14.1.1 it will perform and observe
the obligations imposed on it by this
Bond Instrument;
14.1.2 it will comply with the
provisions of the Certificates; and
14.1.3 Providence Bonds are held
subject to and with the benefit of the
terms and conditions set out in this
Bond Instrument and are binding on
the Company and the Bondholder
and all persons claiming through or
under them.
14.2. The Company and the
Guarantor warrant to each
Bondholder on the date of this
Instrument, and at all times while
such Bondholder holds Providence
Bonds, that:
14.2.1 (in case of the Company
only) it has the power and authority
to issue the Bonds and to exercise
its rights and perform its obligations
under the Bonds;
14.2.2 it has the power and
authority to enter into this Bond
Instrument and to exercise its rights
and perform its obligations under this
Bond Instrument;
14.2.3 it has taken all necessary
corporate, shareholder and other
action to authorise the execution,
delivery and performance of this
Instrument; and
14.2.4 it has been duly
incorporated, constituted or
amalgamated and is validly subsisting
and is in good standing under the
laws of the jurisdiction in which
it is incorporated, constituted or
amalgamated.
15. Notice
15.1. Any notice or other
communication to be given under this
Bond Instrument, the Certificates or
Providence Bonds must be in writing
and will be served by delivering
it personally or sending it by pre-
paid post or by facsimile (to the
Company only) to the address and
for the attention of the relevant party
mentioned below (or as otherwise
notified by that party). Any notice will
be deemed to have been received:
15.1.1. if delivered personally, at the
time of delivery;
15.1.2. in the case of pre-paid post,
48 hours from the date of posting;
15.1.3. in the case of registered
airmail within three (3) Business Days
of the date of posting; and
15.1.4. in the case of facsimile, at
the time of transmission.
15.2. If deemed receipt occurs
before 9:00am on a Business Day
the notice is deemed to have been
received at 9:00am on that day and if
deemed receipt occurs after 5:00pm,
the notice is deemed to have been
received at 9:00am on the next
Business Day.
15.3. The addresses of the parties
for the purposes of the Bond
Instrument are as set out in the
Register from time to time, and in
the case of facsimile numbers as
advised by the Company from time
to time, or such other address as
may be notified in writing from time
to time by the relevant party to the
other party.
15.4. For the avoidance of doubt,
a notice will not be validly served
under this Bond Instrument if served
by email.
16. Governing Law
16.1. The Providence Bonds and
any non-contractual obligations
arising from them are governed
by, and should be construed in
accordance with, English law.
Signature page to the Bond
Instrument of Providence Bonds II PLC
This deed is executed as a deed by
the parties and is delivered and takes
effect on the date at the beginning of
this deed.
EXECUTED as a DEED for and on
behalf of Providence Bonds II PLC
Director
Director/Secretary
EXECUTED as a DEED for and on
behalf of
Providence Global Limited
Director
Director/Secretary