TERMS AND CONDITIONS OF APPLICATION
- You as an investor are applying to subscribe for secured, non-transferable Bonds issued by Engen Group Limited (the "Company"). You are making your application ("Application"), based on the information set out in the Information Memorandum issued by the Company (the "IM"), which sets out important information about the Company’s offer of 24 Month Fixed Rate Bonds (the “Bonds”) constituted by an instrument (the “Instrument”). The IM and the Instrument are available from https://www.investingdirect.net/investments/ or in hard copy during normal business hours on any weekday (public holidays excepted) at the registered office of the Company whilst the Offer remains open. Your Application is subject to the following terms and conditions. Capitalised terms that are not defined in these Terms and Conditions will have the meanings given to them in the IM.
- You will have completed all of the Company’s registration requirements and all other requirements for making an Application on or before the close of the Offer, which will include:
- any tests, certifications, or declarations as required by the Company or its advisers, from time to time; and/or
- and you will be subscribing for Bonds for the term and at the interest rate set out in your Application.
- Payments are only to be made via direct bank transfer to Crossbar FX in order to subscribe for any Bonds.
- All Applications are made, and Bonds issued, strictly in accordance with the IM, including these terms and conditions, as well as the provisions of the Bond Instrument constituted by the Company setting out the legal terms on which the Bonds will be issued. Each Bond is issued on condition that you (and any person claiming through or under you): are taken to have notice of the Bond Instrument and Debenture over the assets of The Companysecuring the Bonds in favour of the Security Trustee and which has been filed with Company’s House (“Debenture”); consent to the appointment of the Security Trustee pursuant to the terms of the Debenture; and consent to be bound by the terms of the Bond Instrument (including all restrictions and limitations specified in and/or arising under or pursuant to the Bond Instrument). The Bond Instrument are available from www.investingdirect.net/ email@example.com or in hard copy during normal business hours on any weekday (public holidays excepted) at theregistered office of the Company whilst the Offer remains open. If the Bond Instrument is inconsistent with these terms and conditions, then the Bond Instrument shall prevail. The Bond Instrument are governed by and shall be construed in accordance with English law.
- Investors will not be able to cancel an application for Bonds once they have signed the application form and transferred funds.
- In making your Application, you acknowledge and confirm:
- that you are not relying on any information given or any representations, warranties, agreements or undertakings (express or implied, written or oral) or statements made at any time by the Company or any other third party whether acting on their behalf or otherwise, in relation to the Company or any group entity other than as contained in the IM (including these Terms and Conditions), the Bond Instrument and that, accordingly, neither the Company nor any directors, officers, agents, employees or advisers of the Company, or any such entity or any person acting on its behalf shall have any responsibility for any such information, representations, warranties, agreements or undertakings (express or implied, written or oral);
- you are not relying on the Company or any of its named advisers to advise you as to the merits of investing in any series or permutation of the Bonds or to ensure that the Bonds are a suitable investment for you;
- you have read and understood the IM, including these terms and conditions and the Due Diligence set out on page 34, the summaries of the Bond Instrument, the Debenture contained in the IM. Without limiting the preceding sentence, you understand and accept that:
- that you understand that the Bonds do not give you any right or option to convert them to shares or other securities;and
- you are either an individual who is 18 years old or more at the date of making your Application and who is not resident in the USA (“US Person”) or you are the authorised representative(s) of a non-natural person, including a limited company, a limited liability partnership, trust or foundation that is not registered in the USA;
- your making of the Application, being issued with Bonds and/or receiving any payments under the Bonds, does not contravene any law or requirement of any official or government body based outside the UK to which you are subject. Without limiting any other terms and conditions, you acknowledge and confirm that you are not a US Person, are not receiving Bonds in the United States and are not acquiring Bonds for the account of a US Person;
- you are aware that it is open to you to seek advice from someone who specialises in advising on investments;
- unless the Company expressly agrees otherwise, any third-party adviser or intermediary is not entitled to be paid any commission in relation to your Application. If the Company does agree otherwise, it will set out details of the commission which it has been agreed will be paid in advance of you making an investment, either in writing or on its website, and such commission will be paid by the Company;
- you acknowledge that the Company may, in its absolute discretion, reject in whole or in part or scale down your Application and may, if necessary, return monies to you by cheque to the postal address specified in your Application;
- you are not engaged in money laundering. No money paid in subscription for Bonds shall represent the proceeds of any criminal activity;
- unless you have disclosed to us that you are applying on another person's behalf (for example, as an intermediary who has disclosed Its client's identity) you must make your Application on your own behalf and for no other person. You should note that under the Bond Instrument, Bonds may be held by a single holder or jointly with any other person; and
- the Company, its directors, employees, agents and advisers will rely upon the truth and accuracy of the confirmations, acknowledgements and representations contained in your Application.
- It is also a term of your Application that, to ensure compliance with the legislation relating to money laundering and financial crime, the Company and its advisers may, in their absolute discretion, require information and/or evidence or further verification of your identity and the Issuer may decide not to issue Bonds until it is, or they are, absolutely satisfied as to your identity. If within a reasonable time after a request for information or evidence as to your identity, satisfactory evidence has not been supplied, the Issuer may, at its absolute discretion, terminate your Application in which event no Bonds will be issued to you.
THIRD PARTY RIGHTS
- Any member of the Company’s group, any directors, officers, LLP members, agents, employees or advisers of the Company or any such group entity or any person acting on behalf of any of them may rely upon a right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions that refers to an acknowledgement, confirmation, authority or right in their favour. No other person shall have a right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions. Notwithstanding any term of these terms and conditions, the consent of any person who is not a party is not required to rescind or vary these terms and conditions.
- The making of Applications, acceptances of Applications, the issue of Bonds to Investors and any resulting contracts in relation to the Bonds will be governed by and construed in accordance with English law and you and the Issuer submit to the exclusive jurisdiction of the relevant courts of the United Kingdom in relation to any disputes, as to the making or acceptance of Applications and in relation to any resulting contracts.
- Once your application has been accepted the Company will issue confirmation via its website or by other means of communication specified in your application. Bondholders will be issued a form of certificate documenting their legal entitlement to the 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.
If any of the Bonds are due to be redeemed under any of the provisions of the Bond Instrument, the Bondholder shall, if requested by the Company or its advisers, provide up to date account details and, upon such delivery, the Company shall pay the relevant redemption amount to the Bondholder and the relevant certificate shall be cancelled.
Instructions for Completing the Application Form
Before You Invest
Before completing this Application Form, you should carefully review and understand the IM and the Instrument. Remember that the proposal is NOT suitable for everyone, the information in the offer documents does NOT constitute tax, legal or investment advice and you should seek your own independent advice. This Offer set out in the Information Memorandum is exclusively direct at persons who are:
- Certifiedasa‘highnetworthinvestor’inaccordancewithArticle 48 of FinProm
- Certifiedasa‘sophisticatedinvestor’inaccordancewithArticle 50 of FinProm
- Self-certifiedasa‘sophisticatedinvestor’inaccordancewithArticle 50A of FinProm
The minimum investment is £5,000 and thereafterin multiples of £1,000.
Instructions for Completing the Application Form
Before completing this Application Form, please carefully review the IM paying particular attention to the section headed “Due Diligence”. Then follow the steps listed 1 – 6 below.
- Please complete the Application Form in type or use block capitals (save for your signature) in black/blue permanent ink and sign any changes you make. Do not erase any text or use whiteout.
- Read the acknowledgements and representations in the Application Form. If you have any queries, please contact an Investor Relations member on 0203 862 4812.
- Execute and date the Application Form.
- Please arrange for a witness to counter sign the Application Form.
- Deliver or send the:
- Application Form (completed, executed and dated);
- Your certificate confirming you are either a certified high net worth investor, a sophisticated investor or a self-certified sophisticated investor
- Keep a copy of the completed Application Form for your records.
Once your application has been processed along with the relevant anti money laundering checks completed, you will be contacted with further payment instructions. If you do not receive an acknowledgement of your application within 10 days of sending it to the address above, please contact an Investor Relations member on 0203 862 4812.
The Company may decide, in its absolute discretion, to accept or reject the Application Form and will notify you of its decision.