SME Capital 1 Year 10%

Secured Loan Note Application

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Step 1 of 4

Investor

Name*

Prefix First Middle Last

Email*

Will the investment be through a Limited Company?*

Yes

Not Yet Setup

Limited Company Name*

Address*

Street Address Town/City County Postcode Country

Contact Number 1*

Contact Number 2

Anti-Money Laundering Regulations

We also require personal ID for each investor, in the form of a passport or photographic driving licence, together with proof of address, which can be a utility bill or bank statement (dated within the last 3 months), or your current year council tax bill. N.B If you provide a copy of your photographic driving licence, this covers both ID and proof of address.

Please provide us with the following:
• Proof of ID
• Proof of Address

All ID will need to be certified by your financial advisor. If this is not applicable, alternatively the document/s can be certified by an accountant, solicitor or anyone else who is a member of a professional body. Please contact PIP if you are in doubt.

Please note that due to Anti-Money Laundering Regulations, we are unable invest your funds until acceptable documentation has been provided.

Have you provided the above documentation in the last 3 months.*

Yes

Your Personal Documentation*

Please provide us with a scan of a utility bill along with a scan of your driving licence or passport. Please note we will need at least two forms of identification to proceed with your application.

Drop files here or

Accepted file types: jpg, gif, png, pdf, jpeg, Max. file size: 10 MB, Max. files: 2.

Office Use Only

The fields below are for use of Property Investor Partnership staff only.

Comments

Your Investment

Note: The minimum investment contribution is £50,000. Contributions can be higher than this, in increments of £5,000.

Callisto Holdings Limited – 10% Senior Secured AA Loan Notes due 2027*

The Secured Loan Note is for an anticipated term of up to 1 year. Interest will accrue at a fixed rate of 10.0% per annum, paid at 2.5% quarterly throughout the investment term. Interest payments will be calculated on 31st March, 30th June, 30th September and 31st December, and payments will be made within 10 working days thereafter. A final payment will be made upon redemption, comprising of your investment funds and any interest due.

I offer to subscribe for an investment within the SME Capital Secured Loan Note, Callisto Holdings Limited – 10% Senior Secured AA Loan Notes due 2027.

Source of funds –*

I.e. Savings or Inheritance.

Your Bank Details

Please provide your bank details in the section below of the account you wish to receive your quarterly interest payments:

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Bank details – where quarterly interest payments will be made

Name on Account*

Bank*

Account Number*

Sort Code*

Payment Details

Our preferred method of payment is via BACS or CHAPS. Please transfer your funds to the company’s account as detailed below. Please use SME/SURNAME as the payment reference.

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Payment Details

Your Payment Information

Payment Options*

BACS: Sort Code: 01-06-28 | Account Number: 44097972

Cheque

Please note that some banks have a daily limit on the amount that can be transferred. You may need to make multiple transactions. Please check with your bank for further details. We will be in touch to confirm safe receipt once the funds have reached our account.

Paying by Cheque
Please make your cheque payable to ‘Callisto Holdings Limited’ and send it to Creation House, 7A Alkmaar Way, Norwich International Business Park, Norwich NR6 6BF.
Please note that cheques can take up to 5 working days to clear.

Investor – FSMA Exemption Certificate*

Please tick one of the following certificates that applies to you: It is strongly recommended that anyone interested in becoming self-certified should seek professional financial advice to ensure they understand the additional risks involved before applying.

High Net Worth Individual

Sophisticated Investor

Investment Professional

Statement of Self-certification High Net Worth Individual
(Financial Promotions)

I declare that I am a high net worth individual for the purposes of the Financial Services and Markets Act (Financial Promotion) Order 2005.

I understand that this means:

I can receive financial promotions that may not have been approved by the Financial Conduct Authority;
The content of such financial promotions may not conform to rules issued by the Financial Conduct Authority;
by signing this statement, I may lose significant rights;
I may have no right to complain to either of the following –
- the Financial Conduct Authority; or
- the Financial Ombudsman Scheme;
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 –

I had, during the financial year immediately preceding the declaration date below, an annual income to the value of £100,000 or more;
I held, throughout the financial year immediately preceding the declaration date below, net assets to the value £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 Financial services and Markets Act 2000 (Regulated Activities) Order 2001; 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.

Statement of Self-certification Sophisticated Investor
(Financial Promotions)

I declare that I am a sophisticated investor for the purposes of the Financial Services and Markets Act (Financial Promotion) Order 2005.

I understand that this means:

I can receive financial promotions that may not have been approved by the Financial Conduct Authority;
The content of such financial promotions may not conform to rules issued by the Financial Conduct Authority;
by signing this statement, I may lose significant rights;
I may have no right to complain to either of the following –
- the Financial Conduct Authority; or
- the Financial Ombudsman Scheme;
I may have no right to seek compensation from the Financial Services Compensation Scheme.

I am a certified sophisticated investor because at least one of the following applies –

I am a member of network or syndicate of business angels and have been so for at least the last six months prior to the declaration date below;
I have made more than one investment in an unlisted company in the two years prior to the declaration date below;
I am working, or have worked in the two years prior to the declaration date below, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises;
I am currently, or have been in the two years prior to the declaration date below, a director of a company with an annual turnover of at least £1 million.

Statement of Self-certification Investment Professional
(Financial Promotions)

I declare that I am an Investment Professional for the purposes of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

I understand that this means:

I can receive financial promotions that may not have been approved by the Financial Conduct Authority;
The content of such financial promotions may not conform to rules issued by the Financial Conduct Authority;
by signing this statement, I may lose significant rights;
I may have no right to complain to either of the following –
- the Financial Conduct Authority; or
- the Financial Ombudsman Scheme;
I may have no right to seek compensation from the Financial Services Compensation Scheme.

I am an Investment Professional because at least one of the following applies –

I am an authorised person;
I am an exempt person where the communication relates to a controlled activity which is a regulated activity in relation to which the person is exempt;
I am a person –
- whose ordinary activities involve him in carrying on the controlled activity to which the communication relates for the purpose of a business carried on by him; or
- who it is reasonable to expect will carry on such activity for the purposes of a business carried on by him;
a government, local authority (whether in the United Kingdom or elsewhere) or an international organisation;
a person (“A”) who is a director, officer or employee or a person (“B”) falling within any of sub-paragraphs (a) to (d) where the communication is made to A in that capacity and where A’s responsibilities when acting in that capacity involve him in the carrying on by B of controlled activities.

Sign your documents

Please sign your application form.

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Your Agreement

Thank you for agreeing to our terms.

Investor Declaration Part 1*

Property Investor Partnership are acting as my agent for the Callisto Holdings Limited – 10% Senior Secured AA Loan Notes due 2027, and any queries throughout the investment term are to be raised directly through them.
I understand and agree that this Loan Note investment is only suitable for qualifying investors and that I am eligible to make this investment.
This form may be executed in any number of counterparts (same effect as if the signatures were on a single copy of this letter).
Any person who is not a party to this form has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any of its terms and the consent of any person who is not party to this form is not required to rescind or vary this form at any time.
This form (including the agreement constituted by your acknowledgment of its terms) and any noncontractual obligations arising out of or in connection with it are governed by English law.
The Company and the Subscriber each agree to submit to the non-exclusive jurisdiction of the English Courts in relation to any claim or matter (whether contractual or non-contractual) arising under this form. This paragraph is for the Subscriber only.
I understand that the Loan Note Certificate will be sent to Property Investor Partnership approximately 2-4 weeks after the Date of Issue, a copy of which will be sent to me.
I understand that this investment is not for a fixed term and that the anticipated 1-year term of this investment will commence from the Date of Issue. This date will be provided on the individual Loan Note Certificate. However, the Issuer may at any time, by giving the Note-holders not less than one month’s written notice, repay all or a portion of the Notes on the date specified in such notice, plus any accrued interest.
I understand that this investment is not covered by the Financial Services Compensation Scheme.

By ticking this box I confirm that I have read and agreed the points raised in the Investor(s) Declaration Part 1

Investor Declaration Part 2*

I understand the risks associated with the investment.
I am not connected with the issuing company of the Loan Note.
I am not receiving this investment by reason of my employment or position within the issuing company.

By ticking this box I confirm that I have read and agreed the points raised in the Investor(s) Declaration Part 2

Prescribed FCA Risk Warnings*

The following are prescribed FCA risk warnings for non-readily realisable securities which are debentures

Due to the potential for losses, the Financial Conduct Authority (FCA) considers this investment to be high risk.

What are the key risks?

You could lose all the money you invest

- If the business you are investing in fails, there is a high risk that you will lose your money. Most start-up and early-stage businesses fail.
- Advertised rates of return aren’t guaranteed. This is not a savings account. If the borrower doesn’t pay you back as agreed, you could earn less money than expected. A higher advertised rate of return means a higher risk of losing your money. If it looks too good to be true, it probably is.
- These investments are sometimes held in an Innovative Finance ISA (IFISA). An IFISA does not reduce the risk of the investment or protect you from losses, so you can still lose all your money. It only means that any potential gains from your investment will be tax free.

You are unlikely to be protected if something goes wrong

- Protection from the Financial Services Compensation Scheme (FSCS), in relation to claims against failed regulated firms, does not cover poor investment performance. Try the FSCS investment protection checker here. https://www.fscs.org.uk/check/investmentprotection-checker
- Protection from the Financial Ombudsman Service (FOS) does not cover poor investment performance. If you have a complaint against an FCA regulated firm, FOS may be able to consider it. Learn more about FOS protection here. https://www.financialombudsman.org.uk/consumers

You are unlikely to get your money back quickly

- Many bonds last for several years, so you should be prepared to wait for your money to be returned even if the business you’re investing in repays on time.
- You are unlikely to be able to cash in your investment early by selling your bond. You are usually locked in until the business has paid you back over the period agreed.

Don’t put all your eggs in one basket

- Putting all your money into a single business or type of investment for example, is risky. Spreading your money across different investments makes you less dependent on any one to do well.
- A good rule of thumb is not to invest more than 10% of your money in high-risk investments.
  https://www.fca.org.uk/investsmart/5- questions-ask-you-invest)

If you are interested in learning more about how to protect yourself, visit the FCA’s website here. https://www.fca.org.uk/investsmart

By ticking this box I confirm I have read the ‘FCA Prescribed Risk Warnings’ and understand the risks associated with this investment.

Terms of Engagement (Please read and scroll to the bottom)*

This document outlines our key ‘Terms of Engagement’ and defines the services that we can offer you and the basis on which we can provide these services. In order to proceed, you should read this document carefully, along with our ‘Privacy Policy’.

We require that you read and agree this document to confirm your agreement of these terms.

Company background and information
Property Investor Partnership (‘PIP‘) is led by a team of senior finance professionals specialising in the provision of structured finance to real-estate borrowers. Collectively, the PIP team has worked on a combined transactional value in excess of £200m.

By providing secured loans to real estate firms and developers, PIP’s role is to perform underwriting and asset management services to its investors across a portfolio of Secured Loan Note Instruments. This provides an asset- backed investment portfolio underpinned by high-quality UK real-estate.

PIP aims to source high quality asset-backed lending opportunities in the UK. We consistently seek to provide a professional and innovative service to our agents and clients. The investment opportunities that we source are not regulated by the Financial Conduct Authority and as such they are not covered by the Financial Services Compensation Scheme.

All PIP related investment opportunities are intended for distribution solely to qualified investors such as Investment professionals, certified high-net worth and certified sophisticated Investors.

High-Net-Worth Investor: An individual with an annual income of at least £100,000 or net assets (excluding their primary residence, pension, and life insurance) of at least £250,000. Net assets refer to the total value of an individual’s financial investments, savings, and other liquid assets.

Sophisticated Investor: An individual who is capable of understanding investment risks and can make independent investment decisions, which would include possessing an adequate level of investment knowledge, financial industry experience or financial resources.

Professional Investor: An individual who operates within the financial industry, such as investment bankers, portfolio managers, or financial advisors. They typically have specialised knowledge and experience in investment-related activities.

Definition of an Investment – An investment refers to the act of allocating money, time, or resources into an asset, venture, or project with the expectation of generating returns or profits in the future. The primary goal of investing is to increase one’s wealth or achieve specific financial objectives over a certain period.

Our Service to You
We work closely with some of the UK’s leading property developers and provide structured development and acquisition finance, typically in the form of debt instruments such as Secured Loan Notes.

A Secured Loan Note is a type of loan that is backed by collateral or security provided by the borrower. In this case, if the borrower fails to repay the loan as agreed, the lender has the right to claim and sell the collateral to recover the outstanding debt.

Our fixed income loan notes are financial instruments that provide our investors with a predictable and regular income stream as they typically pay a fixed rate of interest over a specific time frame.

By providing secured loans to real estate firms and developers, PIP’s role is to perform underwriting, asset management and administrative services to its clients and investors across a portfolio of Secured Loan Note Instruments. This provides an asset-backed investment portfolio underpinned by high-quality UK real-estate.

We offer two distinct services, outlined below:
The advice provided in our services does not constitute regulated financial advice. We offer information, recommendations, and insights based on your needs and requirements, but it is important to note that we are not authorised or regulated to provide specific financial advice.

Recommendation Service:
Following a thorough evaluation of your needs and preferences, we will provide you with a tailored investment recommendation. Our recommendation will encompass the potential upsides and downsides of the investment. This will enable you to make an informed decision regarding your investment strategy.
Information Only Service:
Please note that we are not providing specific recommendations in this capacity. Instead, we may inquire about your preferences and requirements to narrow down the selection of investment options available. We will then furnish you with detailed information on these investment propositions. The choice of how to proceed or which investment may be best suited to your needs will be left entirely up to you, and you will be responsible for reaching your own decision.

PIP works with reputable property developers and investment providers and in doing so, we act as an intermediary for them in terms of providing administrative and support services.

Every investment opportunity provided by PIP goes through an extensive due diligence and research process. However, all investing involves the potential for gains as well as the risk of loss. The performance of investments can vary, and past performance is not indicative of future results. Before making any investment decisions, it is crucial to conduct your own research and assess your financial situation. You may decide to consult with a qualified financial advisor or investment professional for these purposes.

What will you pay for our services?
We will not charge you any fees for investments you decide to make within any Secured Loan Notes. However, PIP may receive a fee from the investment provider(s) for the provision of their introductory services.

Our relationship with you
Our primary objective is to bring potential investment opportunities to your attention, whether they offer short or long- term potential. We provide support and assistance throughout the investment process and, if needed, connect you with our investment partners or other related aspects of your investment. As intermediaries between developers, investment providers and clients, we will aim to negotiate and secure favorable investments terms for our clients.

You have the right to terminate our services at any time. To do so, you must provide written instructions, which will take effect at the end of the business day on which they are received. At the time your instructions to cease our services are received, you understand that you will remain contractually bound to any “live” Loan Note investments until the investment term reaches its respective maturity and repayment due dates.

What are your obligations to us?
You acknowledge that we are not offering regulated financial advice, but rather providing certain recommendations and support based on the information you provide. You agree that it is crucial for your own benefit to furnish us with comprehensive details about yourself and your personal situation. Both parties share an interest in ensuring that your instructions are precise and reliable.

You are responsible for diligently completing and promptly returning any necessary documentation needed to facilitate an investment transaction. If there are any changes to your circumstances that could impact on your investment or ability to invest, it is imperative that you inform us without delay.

We are unable to proceed with investing your funds until we receive the full amount of your investment funds, along with your completed documentation, proof of identity, and proof of address. Any delays on your part in providing these funds and information will impact the timing of your investment and the start of interest accrual.

About Loan Note Investments
All PIP investments undergo a thorough legal process before the issuance of your legal documentation and certification. This process typically takes 2-4 weeks to complete.

The investment duration is clearly specified in the loan note investment documents. However, it is crucial to understand that every development project is unique, and although developers strive to provide realistic completion timelines, unforeseen circumstances can arise, causing delays beyond the initially estimated dates. Consequently, the actual investment term at redemption may be slightly longer or shorter than stated. We will keep you informed of any updates regarding your investment as the project progresses.

Complaints Procedure
We are committed to providing a professional service to all our clients. When something goes wrong, we need you to tell us about it. This will help us to continually improve our service and quality control standards.

If you have a complaint, please put it in writing, including as much detail as possible. Details of where to send your complaint are as follows.

Property Investor Partnership
Creation House
7A Alkmaar Way
Norwich
NR6 6BF

T: 01603 268083
E: info@propertyip.net

What will happen next?
We will address your complaint within the specified timeframes outlined below:

Upon receiving your complaint, we will promptly send you a letter within three working days to acknowledge its receipt. This letter will also include a copy of our complaint handling procedure.

Following the acknowledgment, we will conduct a thorough investigation into your complaint. Typically, an office manager will review your file and consult with the staff member who assisted you. Within 15 working days from the date of the acknowledgment letter, we will provide you with a formal written outcome that reflects the results of our investigation.

If, after receiving the outcome, you remain dissatisfied with the resolution, please contact us again. We will arrange for a separate review to be conducted by a more senior member of our team.

We will write to you within 15 working days of the date your request for a review is received, confirming our final viewpoint on the matter.

Disclaimer
By entering into this contract, you acknowledge and agree to the terms and conditions stated herein.

You understand that the information provided does not constitute regulated financial or investment advice and accept that PIP shall not be liable for any loss, damage, or inconvenience arising from reliance on the information or opinions expressed herein.

You also understand that it is your responsibility to conduct your own research, due diligence, and assessment of any investment opportunities.

Data Protection
In accordance with the General Data Protection Regulation (GDPR) and our ‘Privacy Policy’, we will store and use any personal information about you to process your investment transaction. This information may be made available to certain third parties of the investment providers. If you would like to know what information we hold on you, please contact us to request.

I/We confirm that I/we have read the above ‘Terms of Engagement’, and the separate ‘Privacy Policy’ and ‘Terms & Conditions’, and that I/we authorise you to use my/our personal information in accordance with these terms for the purposes stated within these terms.

Investor 1 Signature*

Investor 1 Signature Date*

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SME Capital 1 Year 10%

Secure Loan Note