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Terms & Conditions
The information on this website is not advice, it is provided solely to enable you to make your own investment decisions. The investments and/or investment services referred to may not be suitable
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for all investors. Unless we tell you otherwise, we won’t make any assessment of whether the investments and/or investment services you choose are appropriate or suitable for you, so you won’t have the protection of us telling you if they’re not. If you are unsure of the suitability of any investment, you should contact our Financial Advisers for advice.
We place investment instructions for you on an execution only basis. This means we don’t give you advice on your investment decisions except where you’ve specifically engaged one of our Financial Advisers to do this. You’re responsible for making your own investment decisions, and for ensuring you are, and continue to be, eligible to hold your chosen investments. You should make yourself aware of any restrictions on holding or trading your chosen investments, whether those restrictions are imposed by law, the issuer or provider of an investment, or otherwise.
Unlike cash, stock market based investments are not guaranteed and fall in value as well as rise, we therefore believe you should only invest for the long term (5+ years). Ultimately you could get back less than you invest. Any yields will vary over time so income is variable and not guaranteed.
If you invest in individual shares listed on the stock market please be aware shares can be delisted at any time, sometimes with no prior warning. If this occurs it may be difficult and costly, or even impossible, to sell your shares. You could lose the entire value of your investment.
Cancellation rights may not be available. The investments featured do not provide capital guarantees like a deposit account and are not always readily accessible.
Past performance should not be seen as an indication of future performance.
Exchange rate fluctuations may have an adverse effect on the value of non-UK shares.
Tax rules referred to are those that currently apply unless otherwise stated, they can change over time and any benefit to you will depend on your circumstances. Within ISAs and SIPPs, all gains are free of capital gains tax and income is free of UK income tax.
In addition to any initial charge quoted there may be a bid/offer spread or dilution levy.
The FCA does not regulate any prize draw.
Some investments (e.g. some AIM stocks) are less readily realisable than others and it may therefore be difficult to deal in or obtain reliable information about their value.
Before you decide to transfer an ISA, pension or unit trust please ensure you understand how the transfer will be made. Most groups will allow you to transfer as stock but not all stock can be held in with HL. When transferring as stock you will typically be unable to sell your holdings during the process, for example if you wish to protect yourself from falls or realise gains.
If you choose to transfer as cash remember you will be out of the market for a period. This may work in your favour if the market falls but if it rises you will not benefit from any growth while you hold cash. A few groups levy exit fees, please contact us for more details.
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INVESTOR DISCLAIMER
THE CONTENT OF THIS PROMOTION HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS PROMOTION FOR THE P
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URPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.
An investment in _______ (“Company”) involves a significant degree of risk and may not be
suitable for all recipients of this confidential private information memorandum. Prospective investors should consider carefully whether an investment in the Company is suitable for them in the light of their circumstances and the financial resources available to them.
The distribution of this document in certain jurisdictions may be restricted by law. Persons into whose possession of this document comes are required by the Company to inform themselves about and to observe any such restrictions.
In making an investment decision, potential investors must rely on their own examination of the
Company and the investment opportunity, including the merits and risks involved. Potential investors should inform themselves as to the possible tax consequences, the legal requirements and any foreign exchange restrictions or exchange control requirements which they may encounter under the laws of the countries of their citizenship, residence or domicile and which might be relevant to the subsequent holding or disposal of any investment in the Company.
This document does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities, nor will it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment for securities.
No reliance may be placed for any purpose whatsoever on the information or opinions contained in this document or on its completeness, accuracy or fairness.
This document and its contents are confidential, are only directed at persons in the United Kingdom and should not, unless otherwise agreed in writing by the Company be distributed, published or
reproduced in whole or in part or disclosed by recipients to any other person for any purpose. By accepting receipt of this document you agree to be bound by the limitations and restrictions above.
This document is exempt from the general restriction in section 21 Financial Services and Markets Act 2000 on the communication of invitations or inducements to engage in investment activity on the ground that it is made to persons who are of a kind described in Article 50 (Sophisticated Investors) or made to persons reasonably believed by the Company to be of a kind described in Article 48 (Certified
High Net Worth Individuals) or Article 50A (Self-certified Sophisticated Investors) or made only to or directed only at persons reasonably believed by the Company to be of a kind described in Article 19 (Investment Professionals) or Article 49 (High Net Worth Companies, Unincorporated Associations etc) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005/1529) (“FPO”) or to persons to whom it may otherwise be lawful to distribute it. The document has not been approved but would need to be approved if the exemptions stated above did not apply. Any investment or investment activity to which this memorandum relates is available only to such persons or will be engaged only with such persons. Any persons who do not fall within the Articles referred to above should not act or rely upon this document. Accordingly, it should not be copied, distributed, published or reproduced in part or disclosed to any such persons. If you are in any doubt about an investment in the Company, you should consult an authorised person specialised in advising on investments of the
kind in question.
REQUIREMENTS FOR INVESTORS
Applications may only be made by an investor who falls within any of the following relevant categories
(References to Articles are to Articles of the FPO):
Everyday Investor
A person who in the twelve months preceding this investment has not invested more than 10% of their
net assets in unlisted shares or unlisted debt securities, and who undertakes not to do so in the
following 12 months.
Investment Professional (Article 19)
1 A person authorised or exempt under the Financial Services and Markets Act 2000;
2 Any other person:
(i) Whose ordinary activities involve them in engaging in investment activity to which this
document relates for the purpose of a business carried on by them; or
(ii) Who it is reasonable to expect will so engage for the purposes of a business carried on by
them; or
(iii) Any person acting in the capacity of a director, officer or employee of such a person when
so acting involves them in that entity’s engaging in investment activity.
Certified High Net Worth Individual (Article 48)
A person who has signed, within the period of twelve months ending with the day on which they receive
this document, a statement in accordance with the FPO in the terms of which at least one of the
following statements applies:
2.1 I had, during the financial year immediately preceding the date of the certificate, an annual
income to the value of £100,000 or more; or
2.2 I held, throughout the financial year immediately preceding the date of the certificate, net assets
to the value of £250,000 or more. Net assets for these purposes do not include the property
which is my primary residence or any loan secured on that residence, any rights of mine under a
qualifying contract of insurance within the meaning of the FPO or any benefits (in the form of
pensions or otherwise) which are payable on the termination of my service or on my death or
retirement and to which I am (or my dependants are) or may be, entitled.
Certified Sophisticated Investor (Article 50)
A person:
2.1 Who has a current certificate from a person authorised under the Financial Services and Markets
Act 2000 to the effect that they are sufficiently knowledgeable to understand the risks associated
with investments of a kind to which this document relates;
2.2 Who has signed a certificate, within 12 months from the date on which they receive this
document containing a statement:
(a) That they qualify to be treated as a Certified Sophisticated Investor; and
(b) That they are aware that the contents of this document are exempt from the restrictions
on financial promotion and that it is open to them to seek independent advice from an
authorised person specialising in this kind of investment.
Self-Certified Sophisticated Investor (Article 50A)
A person who has signed, within the period of twelve months ending with the day on which they receive
this document, a statement complying with the FPO and to whom at least one of the following
statements applies:
2.1 I am a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date of the statement;
2.2 I have made more than one investment in an unlisted company in the two years prior to the date of the statement;
2.3 I am working, or have worked in the two years prior to the date of the statement, in a
professional capacity within the private equity sector, or in the provisions of finance for small and medium enterprises;
2.4 I am currently, or have been in the two years prior to the date of the statement, a director of a company with an annual turnover of at least £1 million.
For the full requirements, investors should refer to the relevant Article in the FPO as indicated above.
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I make this statement so that I can receive promotional communications relating to unlisted shares and
unlisted debt securities as a restricted investor.
I declare that I qualify as a restricted inves
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tor.
I understand that this means:
(a) in the twelve months preceding, I have not invested more than 10% of my net assets in unlisted
shares or unlisted debt securities; and
(b) I undertake that in the twelve months following I will not invest more than 10% of my net assets
in unlisted shares or unlisted debt securities.
I understand that net assets for these purposes do not include:
(a) the property which is my primary residence or any money raised through a loan secured on that
property; or
(b) any rights of mine under a qualifying contract of insurance; or
(c) any benefits (in the form of pensions or otherwise) which are payable on the termination of my
service or on my death or retirement and to which I or my dependents are or may be entitled; or
(d) any withdrawals from my pension savings, except where the withdrawals are used directly for
income in retirement.
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Signature
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I declare that I am a certified high net worth individual for the purposes of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005.
I understand that this means:
(a) I can rece
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ive financial promotions that may not have been approved by a person authorised by
the Financial Conduct Authority;
(b) the content of such financial promotions may not conform to rules issued by the Financial
Conduct Authority;
(c) by signing this statement I may lose significant rights;
(d) I may have no right to complain to either of the following—
(i) the Financial Conduct Authority; or
(ii) the Financial Ombudsman Scheme;
(e) I may have no right to seek compensation from the Financial Services Compensation Scheme.
I am a certified high net worth individual because at least one of the following applies—
(a) I had, during the financial year immediately preceding the date below, an annual income to the
value of £100,000 or more;
(b) I held, throughout the financial year immediately preceding the date below, net assets to the
value of £250,000 or more. Net assets for these purposes do not include—
(i) the property which is my primary residence or any loan secured on that residence;
(ii) any rights of mine under a qualifying contract of insurance within the meaning of the
Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or
(iii) any benefits (in the form of pensions or otherwise) which are payable on the termination
of my service or on my death or retirement and to which I am (or my dependants are), or
may be, entitled.
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Signature
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I declare that I am a self-certified sophisticated investor for the purposes of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005.
I understand that this means:
(a) I can re
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ceive financial promotions that may not have been approved by a person authorised by
the Financial Conduct Authority;
(b) the content of such financial promotions may not conform to rules issued by the Financial
Conduct Authority;
(c) by signing this statement I may lose significant rights;
(d) I may have no right to complain to either of the following—
(i) the Financial Conduct Authority; or
(ii) the Financial Ombudsman Scheme;
(e) I may have no right to seek compensation from the Financial Services Compensation Scheme.
I am a self-certified sophisticated investor because at least one of the following applies—
(a) I am a member of a network or syndicate of business angels and have been so for at least the
last six months prior to the certificate issue date;
(b) I have made more than one investment in an unlisted company in the two years prior to the
certificate issue date;
(c) I am working or have worked in the two years prior to the certificate issue date, in a professional
capacity in the private equity sector, or in the provision of finance for small and medium
enterprises;
(d) I am currently, or have been in the two years prior to the certificate issue date, a director of a
company with an annual turnover of at least £1 million.
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Signature
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