a. Capital Risk: Investment in smaller, new and unquoted businesses is likely to involve a higher degree of risk than investment in larger, established companies and those traded on a stock exchange. Investing in bonds is not the same as depositing money in a bank account as your capital is at risk and you could lose up to, but no more than, your entire investment. Repayment of Bond capital is dependent on sufficient Available Funds in each year, and there is no guarantee that there will be sufficient Available Funds to make capital repayments in each year. If there is outstanding capital due on the Bonds at the Maturity Date, that outstanding capital will be cancelled and those monies outstanding will NOT be repaid to investors.
b. Interest: The Board of Directors is committed to managing Energy Garden’s business with a view to ensuring that it has a range of options available to pay interest on the Bonds. Available Funds to pay interest each year will be decided by the Board of Directors.
c. Closing Date and interest accrual: The Offer is not guaranteed to close on 27 July 2018 and so the date on which Bond interest starts to accrue may be delayed. However, the Offer must close by 31 December 2018 and so interest will accrue from when the Bonds are issued, which will be no later than 31 January 2019.
d. Liquidity: Whilst Bonds are transferable, investors should be aware that there can be no guarantee that a market for their Bonds will develop. It is not expected that they will be able to sell their Bonds for more than they paid for them and they may need to be sold for less than was paid for them. The bonds will be available to trade on the Ethex secondary market. Investors can buy transferable bonds when there is someone who wants to sell, and vice versa, and where buyer and seller can agree on the price.
e. Long-term commitment: Applicants should consider investment in the Bonds as a medium to long-term commitment as the repayment of capital invested will only be available from surplus cash flows. Energy Garden is projecting full return of capital over 20 years, but there can be no certainty that it will generate sufficient surplus cash flow to do so.
f. Security: The Bonds will be an unsecured obligation of Energy Garden. The Board of Directors may take on additional debt obligations (secured or unsecured) in accordance with the Rules, which may affect the security of your investment.
g. Compensation: The Bonds are not covered by the Financial Services Compensation Scheme (FSCS) – this means that if Energy Garden does not pay interest or repay capital there is no right to compensation from FSCS.
h. Past performance is not necessarily a guide to future performance: Events in the past, or experience derived from these, or indeed present facts, beliefs or circumstances, or assumptions derived from any of these, do not determine future performance.
i. Financial projections: Hopes, aims, targets, projections including the financial projections include in the Offer Document), plans or intentions contained in the Offer Document are no more than that and should not be construed as forecasts or assurances of any future financial performance