The content of this promotion has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on this promotion for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.

Starfortis

Asset Management

SECURED ASSET BACKED INVESTMENTS

Security and Risk Warnings

Always take independent financial advice from a qualified professional

Investor Eligibility

Working with professional investors

Joint ventures and loan note investments are not regulated by the FCA and are therefore considered higher risk investments. Hence, we can only work with investors who are classed as High-Net-Worth or Sophisticated.

Classification of High-Net-Worth Investor

Classification of a Sophisticated Investor

Member of a network or syndicate of business angels or
Made more than one investment in an unlisted company in the last two years or
Working in the private equity sector, or
Working in the provision of finance for small and medium enterprises or
A director of a company with an annual turnover of at least GBP 1 million.

Investment Instruments

At Wealth Capital, we provide a diverse array of investment instruments tailored to meet the specific security and investment needs of our high-net-worth and sophisticated clients. Each instrument offers unique benefits, which we outline below.

Financial Instruments

Financial instruments define the mutual obligations between Wealth Capital and our clients. They detail how clients’ investments will be utilised, including the investment period and expected return on investment.

Joint Venture and shareholder agreement

A joint venture and shareholder agreement is a legal document that outlines the terms and conditions governing both the joint venture partnership and the shareholders’ rights and obligations within the newly formed entity.

Here are the key aspects of such an agreement:

Purpose and structure: It defines the purpose of the joint venture and establishes the legal structure, typically as a new company with shared ownership.
Ownership and capital contributions: The agreement specifies the ownership percentages and initial capital contributions of each party involved in the joint venture.
Management and control: It outlines the governance structure, including board composition, voting rights, and decision-making processes for the joint venture company.
Profit sharing and losses: The agreement details how profits will be distributed and losses shared among the joint venture partners.
Responsibilities and obligations: It defines the roles, responsibilities, and obligations of each party in the joint venture, including any resources or expertise they are expected to contribute.
Dispute resolution: It establishes mechanisms for resolving conflicts or disagreements that may arise between the joint venture partners.
Exit strategies: The agreement outlines procedures for partners to exit the joint venture, including buyout options, transfer of shares, or dissolution of the company.
Shareholder rights: It details specific rights of shareholders, such as voting rights, dividend policies, and information access.

A well-drafted joint venture and shareholder agreement is crucial for establishing clear expectations, minimising potential conflicts, and providing a framework for the successful operation of the joint venture. It combines elements of both a joint venture agreement and a shareholders’ agreement to create a comprehensive document that governs the relationship between the partners and their rights as shareholders in the newly formed entity.

Loan Note Instrument

A loan note instrument is a legal document that sets out the terms and conditions of a loan between a borrower and one or more lenders.

Here are the key points about loan note instruments:

It is a legal agreement that evidences a debt between the issuer (borrower) and noteholders (lenders).
It is typically more complex than a loan agreement and usually involves multiple lenders.
The instrument include provisions for appointing a security trustee to act for multiple noteholders.
Loan note certificates are issued to noteholders as evidence of their holding.
They provide legal enforceability and protection for both the borrower and lenders, making them preferable to loan agreements.

The instrument contains detailed terms governing the loan, including:

A loan note instrument is a comprehensive legal document that formalises a loan agreement, providing structure, flexibility, and protection for both the borrowing company and its lenders.

Security Instruments

Security instruments provide legal assurance and protection for our clients’ investments. These instruments define the rights and claims over assets, ensuring that investments are secured against potential risks. They detail how security interests are managed, providing clarity and peace of mind for our investors.

Fixed Charge Over Assets

A fixed charge is a form of security that a lender takes over a specific, identifiable asset of a borrower.

Here are the key points about fixed charges:

It is attached to a particular asset such as property
The lender has full control over the asset, meaning the borrower cannot sell or dispose of it without the lender's permission or settling the debt first.
In case of company insolvency, fixed charge holders have priority over other creditors and are entitled to be repaid first from the sale of the charged asset.
Fixed charges need to be registered at Companies House within 21 days to be valid against administrators, liquidators, or other creditors.
Fixed charges are typically documented in a debenture, which outlines the terms of the loan and the types of charges involved.

Understanding fixed charges provide security for lenders and have significant implications for asset control and priority in case of insolvency.

Company Debenture

A company debenture is a flouting charge between a borrower and a lender over a company’s stock and inventory registered at Companies House.

Here are the key points about company debentures:

It gives the lender security over the borrower's assets.
Used to take security for lending to a company.
Gives the debenture holder (lender) the right to appoint an administrator to take control of the company if it defaults on the loan.
Provides the lender priority over unsecured creditors in case of insolvency.
Does not expire and remains on company records even after loan repayment unless removed.
Requires the company to get lender consent before selling fixed charge assets.
Differs from share capital in that it represents a loan rather than ownership, and from unsecured loans by providing security over assets.

The main purpose of a debenture is to protect the lender by securing their loan against the company’s assets, giving them more control and better recovery options if the company defaults or becomes insolvent.

Risk Warnings

Your capital is at risk. Loan notes are high-risk investments not covered by the Financial Services Compensation Scheme. You may lose some or all of your investment. Past performance is not a guide to future returns. These investments are illiquid with no secondary market. Seek independent financial advice before investing. Only invest what you can afford to lose.

Investment Risk Warning

Investing in unlisted illiquid investments carries significant risks. Please read and understand the following before making any investment decisions:

Capital at Risk: You may lose some or all of your invested capital. Only invest money you can afford to lose.

No FSCS Protection: Investments in loan notes are not protected by the Financial Services Compensation Scheme (FSCS).

Illiquid Investment: Loan notes are generally illiquid with no established secondary market. You may be unable to sell or exit your investment when you wish.

Past Performance: Past performance is not a reliable indicator of future results.

Seek Independent Advice: We strongly recommend consulting an independent financial advisor before investing.

Diversification is Key: Do not invest more than you can afford to lose in any single opportunity. Diversify your investment portfolio to spread risk.

Understand the Risks: Ensure you fully comprehend all associated risks before investing. If in doubt, do not invest.

Not Suitable for All: Loan notes are high-risk investments and may not be appropriate for all investors.

No Guaranteed Returns: Returns on investment are not guaranteed and can fluctuate.

High-Risk Nature: Investing in loan notes, especially those issued by start-ups or early-stage companies, is particularly high-risk.

If you are unsure about any aspect of this investment, please seek professional financial advice.

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