The London Delta 2

The London Delta 2 Imperial Corporate Capital Holdings Limited

Fixed Rate Loan Notes

For the issue (by subscription) of up to £20,000,000 of 33.3% Loan Notes for a term of 36 months. The date of this Information Memorandum is 14th June 2019. Approved as a Financial Promotion for the purposes of Section 21 of the Financial Services and Markets Act (FSMA) 2000

by Blue Water Capital Limited (“Blue Water Capital”) of 53, Calthorpe Road, Edgbaston, Birmingham, B15 1TH.

London Office3 Lombard Court

London EC3V 9BJ

T: +44 (0)203 519 2803 | F: +44 (0)203 519 2804E: [email protected]

W: www.imperialcorporate.com

Copyright © 2019 Imperial Corporate Capital Plc

IMPERIAL CORPORATE CAPITAL

If you are in any doubt about the contents of this document, we strongly recommend that you should consult and seek advice from an authorised person who specialises in advising on the acquisition of Loan Notes and is authorised under the Financial Services and Markets Act 2000 (“FSMA”). An investment in Imperial Corporate Capital Holdings Limited (“Company”) will not be suitable for all recipients of this Information Memorandum (“IM”).

Investors should note that while Bluewater Capital is regulated by the Financial Conduct Authority, the investment opportunity described herein is not a regulated product. This IM has been issued by the Company and approved for the purposes of section 21 of the FSMA by Blue Water Capital Limited (“Bluewater Capital”) of 53, Calthorpe Road, Edgbaston, Birmingham, B15 1TH. Bluewater Capital is regulated by the Financial Conduct Authority and is an authorised under the FSMA. Bluewater Capital is acting for the Company and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Bluewater Capital or for providing advice in relation to the contents of this document. Bluewater Capital accepts no liability for the accuracy of any information contained in this document. The Company and its Director accept responsibility for the contents of this IM. Investors should note that while Bluewater Capital is regulated by the Financial Conduct Authority, the investment opportunity described herein is not a regulated product.

The purpose of this IM is to provide information to persons (“Investors”, “Loan Noteholders”) who have expressed an interest in the possibility of subscribing for Imperial Corporate Capital Holdings Limited Fixed Rate Loan Notes (“Imperial Loan Notes”, “Loan Notes”) issued by the Company.

Investing in the Company is speculative and invested capital is at risk of partial or total loss. The attention of prospective investors is drawn to the contents in this IM entitled “RISK FACTORS”.

This IM does not purport to be all-inclusive or necessarily contain all the information that a prospective Investor may desire in investigating the Company. The IM may be subject to updating, revision or amendment. Interested parties should carry out their own investigations and analysis of the IM and of the data referred to in the IM and should consult their own advisers before proceeding with any investment in the Company.

This IM does not constitute an offer for subscription. Offers to subscribe for Loan Notes will only be extended to those potential investors who meet certain eligibility criteria.

This document is addressed in the United Kingdom only to persons whom the Directors of the Company believe to be either (i) certified as a ‘high net worth investor’, (ii) certified as a ‘sophisticated investor’, (iii) self-certified as a ‘sophisticated investor’ or (iv) certified as a ‘restricted investor’, in each case in accordance with the FCA’s Conduct of Business Sourcebook Chapter 4.7; or pension fund trustees who are investing pension money where the beneficiary of the pension would otherwise be entitled to invest in accordance with the terms of this invitation. It is not intended to be distributed or passed on, directly or indirectly, to any other class of persons. Furthermore, applications to invest will only be accepted from persons for whom an investment in the Loan Notes who can be assessed as being appropriate in accordance with Chapter 10 of the FCA’s Conduct of Business Sourcebook.

Any investment to which this document relates is available only to such persons and other classes of person noted above and any other person and other class of person should not rely on this document.

Prospective Investors should consider carefully whether an investment in Imperial Loan Notes is suitable for them in the light of their personal circumstances. Imperial Loan Notes are a secured debt of the Company by way of a debenture and they may not be a suitable investment for all recipients of this IM. Imperial Loan Notes are not transferable or negotiable on the capital markets and no application is to be made for Imperial Loan Notes to be admitted to listing or trading on any market. Investment in an unquoted security of this nature, being an illiquid investment, is speculative, involving a high degree of risk.

It will not be possible to sell or realise Imperial Notes before they mature or to obtain reliable information about the risks to which they are exposed. There is no certainty or guarantee that the Company will be able to repay the Imperial Loan Notes.

To the best of the knowledge and belief of the Company and the Director of the Company who have taken all reasonable care to ensure this is the case, the information contained in this IM is in accordance with the facts and does not omit anything likely to affect the import of such information. The Director(s) accept responsibility accordingly.

This document is confidential and is being supplied solely for the information of the intended recipient and may not be used, disclosed, copied, reproduced, published, or further distributed to any other person in whole or in part, for any purpose.

Nothing in this document shall be construed as the giving of investment advice by the Company or any other person. If you are in any doubt as to whether to invest in the Notes described herein, you should consult an independent financial adviser (“IFA”) who is qualified to advise on investments of this nature.

The financial illustrations in this IM are given for illustrative purposes only, should not be construed as a profit forecast or estimate and are not guaranteed.

This IM does not constitute a prospectus to which the Prospectus Rules of the Financial Conduct Authority apply. Therefore, this IM and the instrument have not been approved by the Financial Conduct Authority or any other regulatory body. You should ensure that you have read and understood all of this IM before applying for Imperial Loan Notes.

All statements of opinion and/or belief in this IM and all views expressed regarding the Company’s projections, forecasts and statements relating to expectations of future events are those of the Company and its Director(s). No representation or warranty is made, or assurance given that such statements, views, projections or forecasts are correct or that the Company’s objectives will be achieved.

The distribution of this Information Memorandum in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any such distribution could result in a violation of the law of such jurisdictions.

The information in this document is provided on a confidential basis. This Information Memorandum is dated 14th June 2009 Copyright Imperial Corporate Capital Holdings Limited. All rights reserved.

DisclaimerCapital at Risk | No Financial Services Compensation Scheme | Illiquid Investment


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Imperial Corporate Capital is committed to developing under-utilised pockets of land to meet the ever-increasing demand for London property. Fabeo Russell – Chief Executive Officer

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Summary 05Proposed Terms of the Offer 06Security 07

The Market & the Company 08Background 08Crossrail 2 09Strategy 15Areas Identified 16Business Model 17Revenues 17Company Values 17Use of Proceeds 17Marketing 17Company Structure 17

Key Team Members 18Corporate Governance & the Role of the Board 23

Risk Factors 25Risks relating to the Company 27Other Risks & Considerations 28

Tax 30

Questions & Answers 32How to Apply 34

General Information 35Statutory Information 35Articles of Association 35Interests of Directors & People with Significant Control 35Representation 36Other Information 37Documents available for Inspection 37

Table of Contents


IssuerImperial Corporate Capital Holdings Limited

Annual Interest10%

SecurityDebenture over the assets of the Company

Term3 Years

Launch Date:14th June 2019

Minimum InvestmentThe minimum investment is £5,000 (with further tranches of £1,000 thereafter)

Maximum Investment The maximum investment is £20,000,000.

Security TrusteeBlue Water Capital Limited

TransferableOwnership of the Loan Notes cannot be transferred to another party

Total Loan Amount£20,000,000

Early Redemption by InvestorsInvestors can redeem the Loan Note before maturity by providing 90 days formal written notice. Investors will receive payment of the principal amount without interest minus an administration fee.

Early Repayment by CompanyThe Company can repay the Loan Note before maturity. The Company will pay the Investor the equivalent of the interest accrued to the date of the early redemption.

The following is a summary of the key points pertaining to the opportunity to invest in the Company and should be read in conjunction with the full text of this IM.

Summary

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Table of Contents

The Company is seeking to raise £20,000,000 by issuing Loan Notes to fund all costs for the development of property in areas surrounding the London Crossrail 2.

The Company is a special purpose vehicle (“SPV”), established by its parent company Imperial Corporate Capital Plc (“ICC”) to develop projects in areas surrounding the new Crossrail 2 railway line.

Special purpose vehicles (SPVs) are widely used in the property development and construction industries. They are legal entities set up for a specific purpose to isolate risk. They are designed to prevent adverse risk being transferred to or from the owners of the SPV, the operations of which are limited to the acquisition and financing of specific property assets.


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Proposed Terms of The Offer

Imperial Loan Notes

The Company is offering two variations of a £20,000,000 Loan Note to Investors.

Three-Year, Fixed Rate Loan Note

Coupon: 10% per annum Coupon Payment: Annually

The Loan Note will be a three-year term and interest will be paid annually in arrears.

Capital Growth Loan Note

Investors may opt for interest on the Loan Notes to be compounded and to be paid at their maturity date at the end of the three-year term.

Coupon: 33.31% (one off payment) Coupon Payment: At Maturity It is noted that no part of the Offer has been underwritten.

Offer conditional upon minimum fundsraising

The Offer will be subject to the conditions that the Minimum Subscription of £500,000 is reached (aggregated over the two Loan Note variations) on or before the Closing Date.

The Directors will not proceed until the above condition has been satisfied and if this condition has not been satisfied on or before the Closing Date, Investors’ monies will be returned without interest.

Interest Payment Profile

The Company has provided the below example returns on investment (which are illustrative only and no guaranteed):


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Proposed Invested Amount Year 1 Return Year 2 Return Year 3 Return

£5,000 £500 £500 £500

£10,000 £1,000 £1,000 £1,000

£20,000 £2,000 £2,000 £2,000

£40,000 £4,000 £4,000 £4,000

£60,000 £6,000 £6,000 £6,000

Three-Year, Fixed Rate Loan Note

Proposed Invested Amount Year 1 Return Year 2 Return Year 3 Return

£5,000 £0 £0 £1,665.50

£10,000 £0 £0 £3,331.00

£20,000 £0 £0 £6,662.00

£40,000 £0 £0 £13,324.00

£60,000 £0 £0 £19,986.00

Capital Growth Loan Note:

Security

Investor security is the Company’s priority

DebentureIn the event of a default, as defined by the Loan Note Instrument, the Security Trustee will have the benefit of a debenture over the assets of the Company acting solely in the interest of Loan Noteholders. This means the Loan Noteholders will enjoy a prior ranking to the Company’s unsecured creditors and shareholders.

First ChargeThe Company’s lawyers will grant the Security Trustee a first legal charge over the properties acquired with the funds raised through the issue of the Loan Notes.

LeverageThe Company will not take any additional debt or leveraging from banks to keep the asset to debt ratio down.

Asset ValuationThe assets of the Company will be valued annually and reported to investors via the investors quarterly report.

Security TrusteeThe Company has appointed Blue Water Capital to act as an independent security trustee on behalf of Loan Noteholders. The Loan Note will be secured against the underlying assets of the Company, including property, income and cash reserves.The Security Trustee will act on behalf of Loan Noteholders with regards to the Company’s obligations under the Loan Notes in respect of payment of the principal amount and interest.

SummaryThe Company’s process is simple, Blue Water Capital will act as receiving agent on behalf of the Company. Funds raised from the issue of Loan Notes will be sent to ICC. ICC then identifies a site and transfers the capital to acquire the site to its lawyers. Once the money is received by the lawyers, they give the Company an undertaking to show that the capital has been used to acquire the property and to confirm the acquisition amount. The lawyers will then issue Blue Water Capital with a first charge over the title of the property on behalf of the Loan Note Holders; this gives investors further security.


Background

The Company is an SPV, established by its parent company ICC to develop projects in areas surrounding the new Crossrail 2 railway line.

The Company intends to identify and acquire residential and commercial land in strategic locations surrounding the Crossrail 2 railway line that may be suitable for planning gain, renovation and modernisation.

Crossrail 2 is a proposed rail route in South East England providing a new North-South rail link across London. The Company believes that this is a good opportunity to maximise profits when these properties are offered for sale to private buyers.

Based on their experience in the UK residential property market, ICC’s senior management team believes that there is a considerable need for investment in areas surrounding Crossrail 2 to provide sustainable, high quality, and affordable homes

The Company intends to sell all properties acquired to private buyers to realise maximum returns. The disposal of properties will be applied to make further investment in accordance with the Company’s investment strategy, and to repay the principal amount of the Loan Notes to investors with the applicable interest.

Source: (https://www.london.gov.uk/what-we-do/planning/london-plan/new-london-plan/draft-new-london-plan/london-plan/chapter-2-spatial-development-pattern/crossrail-2).

The Market & The Company

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Imperial Corporate Capital Plc (“ICC”)ICC is a London-based property investment company, specialising in the acquisition of properties in the Greater London area. ICC has decades of senior management experience and a genuine passion for property development.

The management at ICC has a strong focus on income to deliver returns, as well as a disciplined approach to risk. It measures this on a risk reward basis and seeks to consistently out-perform the target of 20% growth per annum.

ICC’s strategy draws upon understanding and assessing property, as well as the needs of the communities the projects surround. The management team believes that this approach will allow the Company to deliver projects that aptly respond to market demands.

ICC employs a team of property specialists, who advise the company and work closely with auction houses, estate agents, repossession agents, mortgage companies and banks to source and dispose of residential investment properties in the Crossrail area in the South West of England.

The distressed properties that the Company plans to acquire will include a diverse range of units including off-plan properties, flats, houses, blocks of apartments and small commercial units.

Crossrail 2

Crossrail 2 is a proposed railway linking the national rail networks in Surrey and Hertfordshire via an underground tunnel through London.

The new railway would stop at key locations throughout the city centre, including Tottenham Court Road, Euston St. Pancras, Victoria, Clapham Junction and Wimbledon.

Crossrail 2 In Numbers

Crossrail 2 would:

Enable the development of 200,000 new homes across the region.

Support 60,000 new jobs across the UK supply chain.

Support 200,000 new jobs once complete.

Increase London’s rail capacity by 10%.

Provide up to 30 trains per hour to destinations across London, Hertfordshire and Surrey.

Bring 800 stations across the UK within one interchange.

Provide additional capacity for up to 270,000 more people to travel into London during peak periods, relieving congestion and over-crowding on Tube and regional rail services.

Source: https://crossrail2.co.uk/discover/in-numbers/


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The Potential Impact of Crossrail 2 on House Prices Unlocking 200,000 New Homes Crossrail 2 has the potential to unlock up to 200,000 new homes across London and the wider South East, by unlocking vital new areas for development. Over the coming years ICC will be working closely with the GLA (Greater London Authority), local authorities and other stakeholders to make sure these opportunities are maximised.

In particular, Crossrail 2 would spur the regeneration of underdeveloped areas such as parts of Enfield and Haringey, where there is significant potential for new housing and improved transport connections to and from central London.

Announced by the former Mayor of London in July 2015, the independent Crossrail 2 Growth Commission had the task of helping to ensure that the opportunities for regeneration, house building and job creation, made possible by the new railway, can be developed to their full potential. The Commission examined evidence from a wide range of public bodies, businesses and individuals to assess the credibility of TfL’s growth predictions and made recommendations for tackling potential barriers to growth.

The Commission concluded that TfL’s assessment of Crossrail 2 is credible and that growth could potentially be even greater still. ICC will continue to work with Network Rail, local authorities and a range of stakeholders to ensure that Crossrail 2 realises its full growth potential for the Company.

Source: (https://crossrail2.co.uk/discover/new-homes/).

Jobs and Economic Growth

To continue to create jobs and power the national economy, people need efficient transport links – like Crossrail 2 – to get them from their homes to their jobs. The new railway would help the capital to continue attracting international investment and allow it to create new jobs. This would grow the national economy benefiting the whole of the UK and analysis suggests London could contribute £159 billion a year to the UK economy by 2035 - money which can be spent around the country.

Crossrail 2 would provide significant employment opportunities. Construction would support apprenticeships – increasing our long-term skills base to help both workers and businesses. Once operational, analysis suggests the railway would support up to 200,000 new jobs in a range of industries.


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Investment in Crossrail 2 could help boost employment opportunities in the capital by:

• Increasing the capacity of the rail network into central London

• Allowing more people to get to work quickly and easily across London and the South East

• Unlocking additional housing growth by improving local transport links for commuters

This is why Crossrail 2 has such wide support among business leaders across the capital and beyond. The railway would bring hundreds of thousands of additional potential employees within an hour of central London.

This could have the effect of helping businesses across the South East to keep attracting top talent, spread opportunity and ensure that London remains a highly productive global city where businesses are keen to locate.

Source: (https://crossrail2.co.uk/discover/jobs-economic-growth).


Crossrail 2 Timeline

Although Crossrail 2 is two to three years away from completion, its predecessor, Crossrail 1 – now called the Elizabeth Line and informally dubbed the Lizard – has already increased property values near the Crossrail stations.

Between April 2011 and April 2018, Abbey Wood grew at almost double the London average. The average home value climbed by 146% according to data from Rightmove. In nearby Woolwich, meanwhile, growth has been impressive at 85% in the past seven years.

Source: https://www.which.co.uk/news/2018/09/will-crossrail-drive-up-london-house-prices/

Crossrail 2: Stage 1

These are all positive signs for homeowners who live along the proposed Crossrail 2 route, which is expected to connect the National Rail networks in Surrey and Hertfordshire via new tunnels and stations between Wimbledon, Tottenham Hale and New Southgate. It will link up to the London Underground, Overground and Crossrail 1.

Speculators of the sequel are already getting in on the action– or at least buying into the noise and momentum that occurs before a financial and political commitment is made.

“With all the noise surrounding Brexit you would be forgiven for thinking that London is teetering on the edge of economic purgatory, and of being cut off from the supply of cautious global capital. The reality is altogether different. London is still a global gateway attracting major amounts of capital to stable, long-term growth investments.” James Beckham, Head of Central London Investment, CBRE

Source: (https://www.propertyweek.com/feedback/london-is-still-a-magnet-for-investors/5102660.article).

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Buy-to-let partners are also banking on massive capital appreciation over the next few years, as the sound of lobbying reaches a crescendo, “projects like Crossrail, while still far from complete, have already driven demand for retail space in the “new inner suburbs” of Stratford, White City, and Battersea. Comparing demand in those suburbs between 2013 and 2015 and 2016 and 2018 is staggering – up around 490%, 330% and 300% respectively.”

Source: (https://www.newcivilengineer.com/the-future-of/future-of-cities-infrastructure-demands/10042052.article).

Crossrail 2: Stages 2 & 3

Stage two is when physical construction begins, when the big boring machines start tunnelling into the earth below London. The Company envisages trigger another wave of buyer activity of both land and existing property.

Stage three is for the conservative investor and home buyer. They will wait until the project nears completion (2033 in this case) before moving in to take advantage of the final upsurge in land values and house prices.

Data from Zoopla reveals that prices in Seven Sisters Road – on Crossrail 2 – in the borough of Haringey, have seen a percentage uplift of 25.82% over the last five years. Average property prices in this area is £403,876.

Source: (https://www.zoopla.co.uk/house-prices/london/seven-sisters-road-n15/?q=Seven%20Sisters%20Road%2C%20London%20N15).

“Clapham Junction is Europe’s busiest interchange in terms of people swapping between trains, and an upgraded station, linked to the Northern line and ultimately Crossrail 2, with a green route to Wandsworth Common, is on the Transport for London drawing board. Regeneration of the local area is already making a mark.

A new 57-acre housing zone is the main focus. Plans include Jubilee Bridge, a new pedestrian and cycle crossing to Fulham.”

Source: https://www.homesandproperty.co.uk/property-news/buying/new-homes/take-the-fast-track-to-wellconnected-homes-why-house-buyers-should-have-these-eight-london-areas-on-a127106.html

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We believe that the London Delta 2 investment is arguably one of the most competitive returns in the market compared to potential competitors and there are a number of key factors, from acquisition to sales, that enable us to return to our investors. Fabeo Russell – Chairman & Founder

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Strategy ICC’s team of experts will identify development sites. These sites are may be a combination of land with or without planning, property in need of refurbishment, repossessions or probate properties.

A RICS valuation is then instructed which can be made available to investors upon request. Upon successful evaluation of the surveyor’s report, an in-depth appraisal of the property will be made.

As part of standard practice, the Company will produce a business plan in respect of each property acquisition and development project. The details of each potential project will be inserted into a proprietary feasibility programme and the Directors will assess the viability of the property.

The main factors affecting the viability of a project are the purchase price and expected cost of construction. Prior to the acquisition of the project, the Directors will have run a full financial appraisal and will have a written and signed cost report from a fully insured tier one quantity surveying firm.

On completion of the appraisal and negotiations, the Company will then authorise the Company solicitors to perform conveyancing services and site acquisition.

Once the site has obtained planning permission or property construction or refurbishment has been completed, the assets will be sold.

The team at ICC will identify another development site and the process is repeated. The Company allows approximately ten months for each property development cycle, depending on the size of the development.

Buying PowerWith a wealth of experience in the property sector, ICC have developed strong relationships with solicitors, sales agents and brokers. ICC aims to source properties that are, on average, around 15% to 25% under RICS valuation to maximise potential returns.

ConstructionAll construction work will be completed by approved contractors. Having worked with these contractors on numerous projects, ICC has developed long-standing relationships that we believe will help it to negotiate discounted rates.

The biggest cost in the Company’s construction process is labour, though with the ICC’s adopted technologies, the Company believes it could save construction time by up to 33% using prefabricated construction. This will enable ICC to complete more projects in the scheduled timeframe and increase rotation of the capital to generate greater returns.

Source: https://assets.kpmg/content/dam/kpmg/pdf/2016/04/SmartConstructionReport.pdf)

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Areas Identified

In their remit as corporate advisor to the Company, ICC has identified key locations for investment that are within walking distance from Crossrail stations.

1. Tottenham Hale, Zone 3Despite handy transport links with Liverpool Street, Stansted airport and Stratford City, Tottenham Hale is still one of London’s cheapest areas, with the cost of an average home a relatively affordable £447,509. Source: (https://www.zoopla.co.uk/house-prices/browse/tottenham-hale/?q=tottenham%20hale).

2. Broxbourne, HertfordshireA home in this pretty Hertfordshire town costs an average £492,848 and trains into Liverpool Street take about half an hour – a journey expected to improve considerably with the arrival of Crossrail 2. It has long been attractive to home buyers priced out of the capital and has easy access to the M25 and A10.

Source: (https://www.zoopla.co.uk/house-prices/browse/broxbourne/?q=broxbourne%2C%20hertfordshire)

3. Clapham Junction, Zone 2Battersea, home to Clapham Junction station, is in the grip of an £9 billion redevelopment project that will regenerate of the iconic power station. It is already a very popular location and an average property will set you back £745,191. Trains from Clapham Junction take eight minutes to Victoria and nine minutes to Waterloo, both of which are expected to get shorter with Crossrail 2.

Source: (https://www.standard.co.uk/news/london/first-picture-of-9-billion-battersea-power-stations-great-glass-elevator-a3965976.html)

Source: (https://www.zoopla.co.uk/house-prices/browse/clapham-junction/?q=clapham-junction)

4. Epsom, SurreyThis market town, surrounded by miles of green belt, is currently 45 minutes from central London by train. It has good schools and large houses so is an attractive prospect for families with parents who commute into the capital. The average home will cost you £528,045 and although Crossrail 2 is expected to entice massive development opportunities, estate agents warn that there might be more resistance from locals in green belt areas like this.

Source: (https://www.zoopla.co.uk/house-prices/browse/

epsom/?q=epsom%2C%20surrey)

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Business ModelThe Company’s planning gain strategy is built up into three parts:

a. Obtain planning permission and develop; b. Obtain planning permission and sell on; c. Renovate the existing building and end uses for the rest of the plot.

Each strategy will be determined by a number of factors, such as:

• What else is available in the market? • What is the Company’s current liquidity position? • What provides maximum profit over time spent?

Due to the experience of its Board of Directors, the Company feels it is able to manage and mitigate risks when it comes to obtaining planning permission.

RevenuesThe Company intends to repay the principal and make interest payments to Loan Noteholders via the following methods:

• By way of a refinance on the assets acquired with the funds raised from Loan Noteholders.

• By the sale and/or disposal of one of the its assets and/or an asset that falls within the Imperial Corporate Capital Group.

• By way of Initial Public Offering or secondary equity listing on the public markets on any major stock market.

Company Values Some of the Company’s core principles for property acquisition and investment are to create and sustain long-term value and, importantly, to attempt to avoid losses.

The Company believes in the importance of assessing risk prior to purchase. This is crucial to the early identification of any potential mitigation action and ensures that the portfolio is secured against future events that may impact the ongoing viability of the properties.

In order to do this, the Company carries out sustainability due diligence for each new property acquisition for prospective assets. Working closely with ICC’s investment team to enable the Company to identify cost-effective improvements and impacts on refurbishment budgets. The Company’s key acquisition and value strategy is to improve the value and performance of legacy buildings. As a result, the Company has tailored its guidelines and minimum sustainability requirements for refurbishments and developments in order to capture environmental and health improvement potentials at this crucial step of the building life cycle.

Use of ProceedsThe proceeds raised from the issue of Loan Notes will be used to fund costs associated with the purchase of properties for development in areas surrounding the London Crossrail 2 and to pay commissions to marketing and wealth management companies for marketing the loan note issue.

Marketing The Company will engage marketing and wealth management companies to undertake the marketing and advertising of the Loan Note. Commissions for these services will vary and the Company does not envisage these to exceed more than 20% of the proceeds raised.

Company StructureThe issued share capital of the Company is 100 Ordinary Shares of £10 each none of which are fully paid up. The issued shares are in the ownership of Imperial Corporate Capital Holdings Limited.

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Fabeo Russell - Chairman & Founder

Fabeo’s property experience ranges from low-cost housing right through to luxury apartments and large detached property. He has accrued a diverse development

portfolio during his years in the construction and development industries and has gained an in-depth knowledge of statutory authority requirements, contract administration, construction project management, and fund monitoring.

Fabeo started his career working as a Junior Contracts Manager with a private developer before quickly progressing into a senior role. With an appetite for success, he embarked on his own property investment venture. Within just 7 years he formed a comprehensive portfolio of developments and now advises architects during master planning on key social economic factors.

Bobby Singh - Vice-President & Founder

Bobby is renowned as one of the most dynamic and well-respected property entrepreneurs in the UK and the Far East. Through his construction and development companies, he personally

mentors a handful of property investors and business owners to achieve their own business goals and has become a successful and recognised authority in the execution and negotiation of property dealings.

Alan Howard - Chief Financial Officer

Alan holds an MBA from Cranfield, is a Chartered Accountant, and is a Fellow of the Chartered Institute of Management Accountants, a Fellow of the Institute of

Directors and a Fellow of the Chartered Institute of Personnel and Development, and as such has obtained a wealth of experience during his career. He has held advisory roles in companies ranging from transport to hotels and has been a Partner at Deloitte Haskins + Sells and Mazars where he was responsible for business structures, human resources, planning and development, acquisitions, and sales of businesses.

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Key Team Members


Alan was also Managing Director of Cambridge Nutrition Ltd (Cambridge Diet) and led the firm to international stardom and is often asked to lecture on its success around the world. He now advises on financial planning, taxation, personnel, management, and operational strategy acting as a trouble-shooter who specialises in planning for rapid growth.

John Broome CBE - Director

John Broome CBE is widely recognised as the person who has made the single most significant contribution to the British Leisure Industry through his innovation and leadership in the development of

some of the UK’s biggest theme park attractions (Alton Towers, Trentham Garden and Carden Park). John also has a formidable reputation in the United States and various parts of the world as a leading consultant in his field, highlighted by prolific projects such as Battersea Power Station. His role at the English Tourist Board and British Tourist Authority, combined with various Governmental working parties and quangos, has made him one of the most respected individuals in the leisure and development industries.

Throughout his career he has demonstrated a great commitment to education and accepted an academic post with the University of Sunderland as a visiting professor of Themed Leisure Management. This fuels a keen interest to bring education and the leisure industry closer together in a mutually supportive context, through undergraduate, post-graduate, and research programmes, which will provide more highly-qualified personnel than currently exist for the British Leisure Industry. Public recognition of his national stature in his field was formally acknowledged in 1987, when he was awarded the CBE, and in 1998 when he was made a Freeman of the City of London.

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Craig Chislett - Non-Executive Officer

Craig Chislett brings extensive property funding and AIM listed company experience to Imperial Corporate Capital PLC. He has been instrumental in the

successful fundraising for start-up companies and takeovers as a pathway to an AIM listing. His broad understanding of both property and asset management can be drawn from his previous experience, with positions in property, aviation, luxury and innovation funds.

He also has over 30 years of international business experience including board director management roles, business development, brand marketing expertise, and family office and client relationship management.

Formerly a Royal Air Force Officer in the Fighter Control Branch serving in the UK and Overseas, he has worked on a variety of aviation and aerospace-based projects internationally. He then went on to become an Export Promoter of Consumer Goods to the UKTI, concentrating on the USA and Canada region.

He was Chairman of the British Jewellery and Giftware Association Export Board, Prince’s Trust Export Board, and Todd Thomas Foundation Advisory Board to internationally promote issues with Bipolar, based in Vancouver. He was also Founder and Co- Chairman of the British Luxury Council.

David Kass - Director of Communications

David Kass is a Fellow of the Institute of Public Accountants, a Fellow of the Association of International Accountants, and a Fellow of the Federation of Tax

Advisors, currently working with Vintage Wealth Management group, Quantum Trust Consultancy Ltd, and Griffin Walker Ltd in creating, managing, and developing various projects including property referrals.

He is an advisor, both at executive and corporate level, with companies such as Guardian Royal Exchange, the Prudential Group, and Crown Financial Management, simultaneously servicing the needs of high net-worth and often expatriate client banks. He has served on both remuneration and audit committees and most recently undertook specialist negotiation with HMRC, banks, and other financial institutions assisting clients in financial distress.

Justin Fletcher - Development Director

Justin started his career in stockbroking for BZW & LIT as a futures trader, before successfully running the futures floor. He then moved out of the financial markets

into construction, where he set up Europride UK investments and built up a £13,000,000 property portfolio within just 6 years. After selling his share to his partners, he established Ironwood Developments where he now focuses on developing properties within the South East.


Ian Hunter - Chief Marketing Officer

Ian was originally trained and educated to take up a senior role in the publishing industry but joined Sir M MacDonald & Partners (now Mott MacDonald) as the

first marketing and communications specialist in Consulting Civil Engineering. During his role, he specialised in submissions for significant civil engineering projects across the world.

With the collapse of the property sector in 2009 Ian returned to the world of digital communication and commerce. He held the position of Head of Commercial Services for IMRG (the association representing online retailers), where he generated membership growth and revenues by 40% through the recession. As a result, he is considered a digital commerce specialist.

Ian’s digital marketing and communications consultancy works closely with clients inbound into the UK. His digital publishing activities include two publications, one in eCommerce and the second in Travel and Leisure. With his extensive international experience and background in major engineering projects, Ian became an advisor to leading property developers through Europe and further afield.

Matthew Green - Chief Technical Officer

Matthew Green is an expert computer and blockchain consultant with over seven years’ experience in the cryptocurrency sector. He was previously the CTO of

CaseHub, an online crowd-based legal firm specialising in UK class-action type law.

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At Imperial Corporate Capital PLC, we believe our core values of integrity, client satisfaction, innovation and intellect, differentiate us from our competitors. Fabeo Russell – Chairman & Founder

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Fred Bassnett - Non-Executive Director

Fred is experienced in all aspects of Retail and Distribution of Consumer Goods, and, as a Specialist/ International Trade Advisor to UK Trade & Investment with over 14 years of experience, has

developed specialist knowledge and connections across a range of industry sectors. These include consumer goods, food and drink, ICT, healthcare, life sciences, renewables and other new and emerging technology sectors; with over thirty years of experience in International Markets including North America, Europe, the Middle East and Asia.

His experience ranges from retail, manufacturing, and distribution in various roles at Director and Senior Executive level across marketing, operations and sourcing. During 1999, he was seconded from industry to UK trade and investment by the UK Government Organisation, who is responsible for international trade. He has continued to work with UKTI, originally as Export Promoter in North America and then as a Specialist North America Business Advisor for over 12 years. Since 2011, he has been the retail sector specialist in the Strategic Trade Group at UKTI headquarters in London.

Corporate Governance & the Role of the Board

The Board will be the ultimate decision maker on property acquisitions by a majority vote. The Company intends to hold regular monthly board meetings at which financial and other reports are considered and, where appropriate, voted on. Apart from regular meetings, additional meetings will be arranged when necessary.

The Board has established an investment committee to advise on due diligence and on the terms of specific investments. These members are Craig Chislett, Bobby Singh, Fabeo Russell, Justin Fletcher, Abbey King, David Kass, Alan Howard, John Broome, Ian Hunter and Fred Bassnett.


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Housing is desperately needed around the new Crossrail sites and Imperial Corporate Capital is here to fulfil that need. Vice-Chairman & Founder

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Risk to CapitalInvested capital is at risk and you may not get back what you invest.

The Company, like all businesses, is vulnerable to financial difficulties and investing in unlisted corporate Loan Notes involves significant risk of default and loss of capital. Investment in loan notes of this nature is speculative and involves a higher degree of risk than other types of investment. Investments of this type are not suitable for all investors.

Non-Transferable & Illiquid InvestmentThe Loan Notes are not transferable or negotiable on the capital markets and no application will be made for the Loan Notes to be admitted for listing or trading on any market. It will not be possible to sell or realise the Loan Notes until they are repaid by the Company so please ensure you are fully aware of the risks involved and that you will not be able to cash in or sell your Loan Notess before their maturity date. Prospective Investors should not submit an Application Form unless they are prepared to hold the Loan Notes for their full term. In the event of the death of a Loan Noteholder or in other exceptional personal circumstances, individual Loan Noteholders may be repaid early. However, any such early repayment is at the

Company’s discretion and subject to there being sufficient cash available at that time.

Financial Services Compensation Scheme and RegulationNotwithstanding the involvement of one or more FCA authorised person in this Offer, please note that this is an unregulated product.

The compensation entitlements under the Financial Services Compensation Scheme (FSCS) do not apply to this investment. In the event of the Company being unable to pay either the capital or interest payments, the protections afforded by the Financial Services and Markets Act 2000 including recourse to the Financial Ombudsman Service and access to the FSCS will not apply.

Security No Guarantee of RepaymentEven though the Loan Notes are secured by way of a debenture over the Company’s assets, meaning Loan Noteholders rank ahead of unsecured creditors in a default situation. Although the Company assets are valued annually the presence of this security does not guarantee that investors in the Loan Notes will be repaid at maturity or receive their interest payments in full. The Loan Notes rank below employees, administrators but

The risks described below are those risks that the Directors of the Company consider at the date of this document to be material to a decision as to whether to make an investment in the Loan Notes but are not the only risks relating to the Company or the Loan Notes.

If any of the following risks, as well as other risks and uncertainties that are not herein identified or that the Company does not consider to be material at the date of this document, were to occur, then

these could have a material adverse effect on the Company’s ability to fulfil their obligations to pay interest, principal or other amounts in connection with the Loan Notes.

Potential Investors are strongly advised to consult their stockbroker, bank, solicitor, accountant or other financial adviser who is authorised under FSMA to advise on investments of this sort if they are in any doubt.

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Risk Factors


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ahead of unsecured creditors. The Company also has the right enter other debt arrangements, issue further Loan Notes and to grant other security over its assets provided it ranks equal to or behind the security in favour of Loan Noteholders. This means that the Company’s available assets may be spread around a larger group of secured creditors in a default or insolvency situation resulting in less being available to satisfy the claims of Loan Noteholders.

Fixed Interest Rate and Inflation The Loan Notes attract a fixed rate of interest and as such will not benefit from any subsequent increases in market interest rates. Accordingly, you should note that a rise in interest rates may adversely affect the relative returns that the Loan Notes offer. Further, inflation may reduce the real value of the returns over time.

No Right to Participate in Management or Profits Beyond Fixed ReturnLoan Notes are a very different kind of investment to equity shares and Investors do not own a stake or have any right to participate in management of the Company. As such Loan Noteholders will not be in a position to object to particular strategies or decisions of the Company’s directors.

Security TrusteeWhilst the security in favour of Loan Noteholders is held on their behalf by a Security Trustee, the Security Trustee shall not be responsible, nor shall face any liability, for any loss incurred by the Loan Noteholders relating to a failure of the Company to make payments (whether of interest or of the principal amount) to the Loan Noteholders when due. The Security Trustee will

not have any ability or responsibility to protect any monies in the accounts of the Company which may have been set aside for payment of interest or the principal amount in respect of the Loan Notes. The Security Trustee cannot guarantee return of any monies in the event of default. The Security Trustee has no role in the day to day management of the Company and its personnel are not experts in the Company’s business. Accordingly, in the event that the security is enforced, there can be no guarantee that it will be possible to realise the assets for the same value as stated in the IM (or realise them at all in some cases).

Cancellation RightsInvestors will have fourteen (14) working days from the date they sign the application form to cancel an application to subscribe for Loan Notes. Investors should review the term and conditions of application carefully and seek professional advice from financial intermediaries authorised under FSMA to advise on investments of this type.


Risks Relating to the Company

Investments in this type of Company carry particular risks over and above the general risk of unquoted debt investment described above. Investors are reminded that there is no guarantee that the Company’s strategy or trading activities will be successful and that their investment is consequently at risk.

Performance RiskThe Company may not perform as well as expected and may even fail completely. Investors are reminded that any financial forecasts included in this document are hypothetical projections only. Projected results have many inherent limitations and there are frequently sharp differences between such projections and the actual results subsequently achieved. The Company cannot make any representation or warranty as to what the actual results will be and has provided its projections by way of illustration only.

PersonnelThe Company’s performance is dependent on the continued services and performance of members of its board, management team, operational employees and professional advisers. If the Company does not succeed in retaining skilled personnel, fails to maintain the skills of its personnel or is unable to continue to attract and retain all personnel necessary for the development and operation of its business, it may not be able to grow its business as anticipated or meet its financial objectives including the servicing, and ultimately the redemption, of the Loan Notes.

Regulatory RiskChanges to existing laws or regulations or the creation of new laws or regulations may have an adverse effect on the Company’s business and could result in the Company failing to generate sufficient returns to services the Loan Notes or redeem them in full (or at all).

Operational riskOperational factors may disrupt the Company’s activities and result in increased internal costs, project delays, aborted projects and/or project cost increases. These risks may be related to and not limited to:

• The capacity of the staff and systems to develop sites into homes and subsequently sell them.

• The ability to source land acquisition opportunities and generate value.

• The ability to retain key members of the Management Team (see ‘Personnel’ below).

• Failure to satisfy contract conditions, budget cost overruns and losses.

If one or more of these risks were to occur, the Company may not generate sufficient returns to services the Loan Notes or redeem them in full (or at all).

Property Market Risks Fluctuations in the property market could affect the value of property purchased Any negative fluctuations in the property market could affect the performance of the Company and its ability to repay Loan Noteholders.

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Other Risks and Considerations

Diversified PortfolioInvestors are reminded to maintain a balanced portfolio. Diversification by spreading your money across different types of investments should reduce your overall risk. Investors should only invest a small proportion of their available investment funds via this Offer (and others like it) due to the high risks involved.

FSMA 2000 Section 21This document has been reviewed and approved under Section 21 of the Financial Services Market Act 2000 by an FCA approved and regulated firm. This does not mean that this product is regulated or that other protections that apply to regulated products or services apply to the Loan Notes. The content of this document has been judged to be fair, clear

and not misleading, requiring the directors of the Company to validate or substantiate the claims and statements contained within it. However, this process and the subsequent approval is not a performance or a financial guarantee and provides no assurance that the Company’s strategy or trading activities will be successful or ultimately that Loan Notes will be serviced and redeemed.

Marketing CostsA significant cost to the Company is the payment of fees to marketing companies which may be up to 20% of those funds raised. As such, the Company may only have 80% of such funds raised by the issue of the Loan Notes available to fund its property development activities. This means that the Company will have to generate a higher return on the funds deployed in order to achieve a level of internal return sufficient to service and ultimately redeem the Loan Notes. Consequently, this increases the risk to Loan Noteholders of non-payment.

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Taxation Risks The statements in this document regarding taxation only represent the Company’s understanding of the current law and practice as regards the taxation of the Loan Notes. Nothing in this document should be consider tax or legal advice and prospective Investors are recommended to seek their own independent advice before investing. The tax legislation referred to herein may change in the future and such changes may have retrospective effect. Investors are reminded that any future legislation regarding taxation could also have an adverse effect on the Company’s profitability.

Individual tax circumstances may differ from Investor to Investor and persons wanting to invest are advised to seek specific tax advice based on their personal circumstances.

Forward-looking Statements Certain information contained in this document constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “assumed”, “example”, “illustrative”, “may”, “will”, “should”, “expect”, “intend”, “anticipate”, “project”, “estimate”, “plan”, “seek ,“continue”, “target”, or “believe”, or the negatives thereof or other variations thereof or comparable terminology, and include projected or targeted minimum returns to be made by the Company. Such forward looking statements are inherently subject to material, economic, market and other risks and uncertainties, including the risk factors set out in the ‘Summary’ and ‘Risk Factors’ sections of this document and, accordingly, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements.

In addition, Investors should not place undue reliance on “forward-looking statements”, which speak only as of the date of this Information Memorandum.

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Investors are advised to take their own tax advice on the tax consequences of acquiring, holding and disposing of the Loan Note. The comments below are of a general nature and are based on current United Kingdom law and practice. They relate only to the United Kingdom withholding tax treatment of interest payable on the Note. The comments do not deal with any other United Kingdom tax implications of acquiring, holding or disposing of the Note, and relate only to the position of Investors who are the absolute beneficial owners of the Note. Tax treatment depends on individual circumstances and may be subject to change in the future.

For UK residents, the Company is liable to withhold tax at a rate of 20% (equivalent to the basic rate of income tax) on the interest payments made to the Investor. Interest income is taxable in the UK at the taxpayer’s highest marginal rate of tax and therefore the Investor may have additional income tax liabilities (subject to any domestic law exemptions).

The Company will make the necessary arrangements to deduct and pay basic rate tax due from your interest payment direct to HMRC. For Investors who are non-taxpayers, interest payments will still be paid net of tax and a tax certificate will be issued to the relevant Investor after each interest payment.

For a corporate Investor or charity, in each case resident in the UK for corporation tax purposes, the interest payment will be paid gross without any withholding of tax at source from the interest paid. Interest on the Note may be subject to additional United Kingdom income tax or corporation tax by direct assessment, depending on the circumstances of a particular Investor.

It is possible that legislation may change in the future or may be introduced with retrospective effect.

Individual tax circumstances may differ from Investor to Investor and persons wanting to invest are advised to seek specific tax advice based on their personal circumstances.

Tax


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By combining the Company’s ability to source materials

directly with new construction methods, we will be able

to build houses economically whilst maintaining the

highest of standards. Justin Fletcher – Development Director

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What are Loan Notes?A loan note is simply a debt obligation; a type of loan. Loan Notes are created using a legally binding agreement which evidences the existence of a debt between a borrower (the Company) and one or more lenders (loan noteholder(s)). The agreement (usually called the loan note ‘instrument’) sets out the terms of the loan including the loan amount, interest rate and repayment dates.

How is a loan note different from a listed corporate bond or government security?The Loan Notes to be issued by the Company cannot be transferred to someone else, both legally because their terms prohibit it and practically because there is no ready market for their sale and purchase. In contrast, retail corporate bonds and government gilt-edged securities are freely tradeable instruments with a generally liquid market.

Non-transferable loan notes, such as those to be issued by the Company, are much higher risk investments. Unquoted loan note issuers, and the loan notes themselves, are generally not regulated by the FCA or any equivalent regulator and investments in them are not protected by the Financial Services Compensation Scheme. Capital invested in loan notes is at risk of partial or total loss.

What does ‘Debenture over the Company’ mean?A debenture is a form of security, usually granted in favour of a security trustee to hold on behalf of loan noteholders, which generally attaches to all the current and future assets of the issuing company. In the event of a default (such as non-payment of interest or capital), the security trustee can enforce the security and take control of the Company’s assets in order to sell them for the benefit of the loan noteholders.

How is the investment secured?The investment is secured by way of a debenture (see above) over the Company meaning loan noteholders rank in priority to unsecured creditors of the Company. The terms of the debenture prohibit the Company from granting any other security which ranks in priority to that granted to the security trustee on behalf of loan noteholders. The presence of this security does not mean, however, that capital and returns are guaranteed. In addition to this the company also gives Bluewater capital on behalf of the loan note holders first charge over the properties acquired (see above).

Is this a regulated product?No. This information memorandum has been approved as a financial promotion by an FCA-authorised person but neither the Company nor the Loan Notes are regulated. Accordingly, this is a higher risk investment than alternative regulated products.

Who can invest?Any individual who is over the age of 18, or a trust, company, the retail sector or charity that is not prevented by the laws of its governing jurisdiction from applying for or holding the loan notes.

Investors must also fall within one of the following categories:

(i) certified high net worth investors (as per COBS 4.7.9R); (ii) certified sophisticated investors (as per COBS 4.7.9R); (iii) self-certified sophisticated investors (as per COBS 4.7.9R); or (iv) certified restricted investors (as per COBS 4.7.10R) and for

whom an investment in the Company can be assessed as being appropriate in light of their knowledge, experience and expertise.

Questions & Answers


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We recommend all investors speak to an advisor who is authorised under the Financial Services and Markets Act 2000 and specialises in investments of this kind.

When do I get my original investment back? All of your original investment is expected to be returned in full at maturity of the Loan Notes, being 3 years.

Can I include this investment as part of my Self-Invested Personal Pension (SIPP) or Small Self-Administered Scheme (SSAS)?You may be able to hold your Loan Notes in a SIPP and SASS wrapper provided your pension provider is willing to accept non-standard assets such as unlisted securities. Investors must check with pension provider first and should not assume the Loan Notes will be SIPP or SSAS-eligible.

Can I invest through a company and are joint applications available?Yes, corporate investments or joint applications can be accepted.

When is the start date of the interest calculated from?Interest is calculated from date funds are cleared and made available to the Company (and all KYC and AML documentation has been received).

Can I sell or give my investment to someone else?No, the Loan Notes are non-transferrable. Potential investors should consider carefully whether an investment in the Loan Notes is right for them in light of their personal financial circumstances as they will not be able to sell the Loan Notes and receive their capital back until the end of the relevant term (3 years).

If I die, what would happen to my investment?Subject to available cash resources, the Company will endeavour to redeem, within a reasonable period, Loan Notes held by the executors of deceased Loan Noteholders, where so requested, to assist with probate liquidity.

What tax is payable on my investment?This will depend on your personal circumstances. In most cases, you will receive interest payments after the deduction of 20% “withholding tax” which we will pay direct to HMRC on your behalf, as is required under UK law. In this case, we will supply you will an annual statement setting out the tax paid. Where you are a higher or additional tax payer, you may be required to pay additional tax. In certain circumstances, withholding tax usually does not apply, for instance where the subscriber is a UK company or where the loan notes are held in a pension. For all information about tax we recommend all Investors speak to an independent specialised tax advisor who is authorised and specialises in investments of this kind.

Should I discuss this investment opportunity with a Financial Adviser?We recommend all Investors speak to an advisor who is authorised under the Financial Services and Markets Act 2000 and specialises in investments of this kind before considering an investment in the Loan Notes.

How do I apply?Investors can apply through an authorised financial intermediary or direct using the application form provided. We strongly recommend investors consult an appropriately authorised financial adviser before making an application to subscribe for Loan Notes.

What happens if I change my mind?You may cancel your application, in writing, at any time within 14 days from the date on which your application is received.

I have more questions - How can I get them answered?Our account managers would be very pleased to assist you with any questions. We can be contacted on [email protected] or call 020 519 2803. Please note that we cannot provide investment, legal or tax advice, only guidance on the practicalities of investing. We strongly recommend that you speak to an appropriately authorised financial adviser before making any investment decision.


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How To Apply

You may apply to invest in an Imperial Loan Note from 14th June 2019. The process for investing in the Loan Note is as follows:

1. Read the full text of this Information Memorandum.

2. If you are in any doubt about the action you should take, or the contents of this document then consult a professional adviser authorised under FSMA, who specialises in advising in Loan Notes.

3. Once you have decided to proceed, you should request an Application Form.

4. Make yourself familiar with the Terms & Conditions. These will be provided in the application pack.

5. Submit your Application and AML (Anti-Money Laundering) documentation to Blue Water Capital.

6. Submit payment by BACS to Blue Water Capital as per the subscription form. NB: Please enter applicant’s name in the reference section.

7. On Once an application is accepted, an Investor will receive an email confirmation and the Investment will be recorded. Investors will receive a certificate registering their ownership of the Loan Notes to be dispatched no later than 20 business days following application. This will also be noted on the certificate register.


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Statutory Information

The Company was incorporated as a limited company on 17 January 2019 with the name Imperial Corporate Capital Holdings Limited and with registered number 11772373. The principal legislation under which the Company operates is the Companies Act 2006. The liability of members of the Company is limited.

Registered Address: 3 Lombard Court London EC3V 9BJ United Kingdom

Directors & Company AdvisersDirectors: Fabeo RussellCompany Secretary: Alan HowardAuditor, Tax Adviser & Accountant: RPG Crouch Chapman LLPSolicitors: Bowling & CoFCA Section 21 Approved: Blue Water Capital LimitedSecurity Trustee: Blue Water Capital Limited

Articles of AssociationThe current Articles are the standard articles adopted on incorporation, a copy of which can be viewed online at the Companies House website or will be provided on request from the office of custodian.

Interests of Directors & People with Significant ControlThe interests of each Director and those of any person connected with them within the meaning of section 252 of the Companies Act 2006 (“Connected Person”), all of which are beneficial (except as noted below), in the share capital of the Company and the existence of which is known or could with reasonable diligence be ascertained by the Directors as the date of this document.

Shareholding

General Information

Name Share Share Nominal % of Total Count Type Value Share CountImperial Corporate 100 A £1000 100Capital Plc


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Representation

The Director(s) have made the following representationsThere are no loans or guarantees provided by the Company for the benefit of the Director.

There are no service contracts proposed to be entered into between the Director and the Company.

In addition to the directorship of the Company, the Director is or has been a member of the administrative, management or supervisory bodies or partners of the following companies or partnerships (which unless otherwise stated are incorporated in the UK) within the five years prior to the publication of this document:

Except as disclosed opposite, within the past five years, no Director has:

i. any convictions in relation to fraudulent offences or unspent convictions in relation to indictable offences;

ii. had a bankruptcy order made against him or entered into an individual voluntary arrangement;

iii. been a director of any company or been a member of the administrative, management or supervisory body of an issuer or a senior manager of an issuer which has been placed in receivership, compulsory liquidation, creditors’ voluntary liquidation, administration, company voluntary arrangement or which entered into any composition or arrangement with its creditors generally or any class of its creditors whilst he was acting in that capacity for that company or within the 12 months after he ceased to be so acting;

iv. been a partner in any partnership placed into compulsory liquidation, administration or partnership voluntary arrangement where such director was a partner at the time of or within the 12 months preceding such event;

v. been subject to the receivership of any asset of such director or of a partnership of which the director was a partner at the time of or within 12 months preceding such event; or

vi. been subject to any official public incrimination and/or sanctions by any statutory or regulatory authority (including designated professional bodies) nor has he been disqualified by a court from acting as a director of a company or from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer.


Other than as set out in this document, no Director has been interested in any transaction with the Company, which was unusual in its nature or conditions or significant to the business of the Company during the current financial year, which remains outstanding or unperformed.

Material ContractsThere are no material contracts (not being contracts entered into in the ordinary course of business) have been entered into by the Company with a term value greater than £50,000 per annum within two years preceding the date of this document.

Working CapitalTaking into account the minimum net proceeds of the Offer, assuming the Offer raises the minimum amount, the Directors are of the opinion that the Company has sufficient working capital for its present requirements, that is for at least 12 months from the date of this document.

LitigationThe Company is not engaged in legal or arbitration proceedings, active (or so far as the Company is aware pending or threatened) against or being brought by the Company which are having or may have a significant effect on the Company’s financial position.

Other Information

The Company’s accounts will be prepared under the historical cost convention and in accordance with applicable accounting standards in the United Kingdom. The accounts will be drawn up on a going concern basis.

The accounting reference date of the Company is 31st January, unless amended by the Company at a future date. To date no financial statements have been filed with the Registrar of Companies.

Documents available for Inspection

Copies of the following documents may be inspected at the registered offices of the Company during usual business hours on any weekday (weekends and public holidays excepted), or can be emailed upon request:

(i) The Articles(ii) The Company Registers (iii) The Loan Note Instrument(iv) Security Trustee Deed(v) Debenture

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Registered Company AddressImperial Corporate Capital Holdings Limited

3 Lombard CourtLondon

EC3V 9BJ

Company Registration Number11772373

Registered Company AddressImperial Corporate Capital PLC

3 Lombard CourtLondon

EC3V 9BJ

Company Registration Number10115626

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IMPERIAL CORPORATECAPITALHOLDINGS LTD

IMPERIAL CORPORATECAPITALHOLDINGS LTD


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London Office3 Lombard Court

London EC3V 9BJ

T: +44 (0)203 519 2803 | F: +44 (0)203 519 2804E: [email protected]

W: www.imperialcorporate.com

Copyright © 2019 Imperial Corporate Capital Plc