Capitalised terms set out in these Risk Warnings are defined in the Information Memorandum. You should read the Information Memorandum in full before deciding whether to invest and bear in mind the risks of investing in Bonds, such as:
Capital at risk
If you invest you might not get your money back or receive the returns that are due to you if ALP becomes insolvent. Returns might be delayed if ALP suffers cashflow problems. The past performance of ALP, Amberside, or CH1 or any of their directors, partners or affiliates or companies or funds which they have managed or invested in is not necessarily a guide to the future performance of ALP. ALP and the Bonds have not been assigned a credit rating by any independent credit rating agency.
Risk of money lending businesses
The money lending business carried on by ALP will have all the risks associated with a money lending trade. Although the Directors anticipate a strong demand from Borrowers to borrow money from ALP, there can be no guarantee that ALP will be able to achieve the volume of business or the rates of interest necessary to achieve its overall objectives.
The main trading risk is the ability of the Borrowers to make repayments on the loans made to them by ALP. To mitigate against this, ALP will, with assistance other co-lenders within the ALP Network:
However, any due diligence and assessment on the basis thereof necessarily involve risk and uncertainty because they will rely on certain assumptions and information provided by the Borrowers and third parties, and any contractual protections and security for loans will be susceptible to future events and circumstances which may affect the financial strength of Borrowers and/or their counter-parties.
Furthermore, the effectiveness of contractual protections and security will be affected by matters beyond the reasonable control of ALP. Accordingly, it is possible that the Borrowers and/or the counter-parties with which they do business could go bankrupt or be unable to honour their commitments, and the loan security may turn out to be ineffective.
If a Borrower or one of the counterparties with which it does business collapses or if their financial strength deteriorates then the value of a loan made by ALP could decline, ALP could lose part or all of its money lent to (or interest due from) the relevant Borrower(s), and any minimum levels of return assumed by ALP may become worthless. Accordingly, the ability of ALP to pay interest to Bond Holders, and eventually redeem their Bonds, is reduced. Investors may not receive back the full amount invested. Investors could lose part or all of their investment.
It is the intention of ALP to generally restrict loans to those where the Borrower has granted no security to another party which ranks ahead of the security granted to ALP. Where ALP co-lends, it will generally do so on the basis that its security ranks equally with its co-lenders on a pari passu basis. On some occasions, however, where the Directors believe the commercial opportunity and risk profile is justified, ALP may lend to a Borrower which will also raise additional debt from a bank or another commercial lender who will lend on preferential terms to ALP. In such instances, ALP’s security on the assets of the Borrower is likely to be second ranking and accordingly on an event of the default of such a Borrower, the proceeds of any enforcement action will go firstly towards repaying the outstanding amount owed to the lender with first ranking security before ALP receives any outstanding amount. This might ultimately impair ALP’s ability to pay interest on the Bonds and repay capital sum to investors.
Conflict of interests/Role of Independent Chairs
ALP will source lending opportunities through the company’s shareholders, Amberside and CH1. Additionally, Amberside and CH1 will provide services to ALP. Amberside, CH1 and individuals associated with them may also have equity or other interests in the Borrowers.
To mitigate the risk of a conflict of interest between ALP and Amberside or CH1, any contract or arrangement between ALP and Amberside or CH1 will only be entered into if such contract or arrangement has been approved by the Independent Chair.
A biography of the Independent Chair can be found in the Information Memorandum. The Independent Chair’s chief role will be to ensure that all transactions that ALP enters into are on bona fide commercial terms and that any conflicts with the rest of the ALP Network are managed for the protection of Bond Holders interests.
The forecast cashflow can be delayed or reduced effecting the Borrower’s ability to service the loans.
Borrowers may fail to meet their financial obligations for a variety of unanticipated reasons. For example, construction of the facilities being financed by the loan could be delayed leading to a delay in revenue. While this may be mitigated through liquidated damages from the contractor this risk may not be fully mitigated. Repayment of the loan by the Borrower may be dependent on the Borrower raising further debt. The Borrower’s ability to raise further debt will be dependent on both the operational performance of the facilities and the market conditions at the time.
The Company is not yet listed on any stock exchange so Bonds cannot easily be sold
ALP is not yet listed on any stock exchange so Bonds cannot easily be sold. Also, as the company is not listed it is also not subject to all the rules and regulations which apply to listed companies. In accordance with the terms of the Bond Instrument, Bond Holder Resolutions are passed by a show of hands or by a poll vote of the aggregate nominal number of Bonds held.
Investors will not become shareholders or have any ownership stake in the Company
Investing in Bonds means that investors are lending money to the ALP. Investors will not become shareholders or have any ownership stake in the company. All the shares in company will be held by Amberside and the Directors. Instead, subject to the risks that we describe here, investors will receive interest and at the end of the term of each Bond (when it matures), their initial investment amount back.
The Credit Committee and Lending Team may change
ALP’s ability to operate successfully and grow its lending business is largely dependent on the efforts, abilities and services of its Lending Team, Amberside and CH1. The success of ALP will also depend on its, Amberside and CH1’s ability to attract and retain qualified personnel. The members of the Lending Team have developed an important understanding of the industry in which its Borrowers operate and any change in the composition of the Lending Team could impact on the ability of ALP to continue to execute its business strategy successfully and, if this affected ALP’s revenue, this could impact on its ability to make payments to Bond Holders.
Dependence on key contractors and relationships
The Group’s future success is dependent on it having and maintaining the services of its strategic development partners as well as building relationships with new strategic development partners in order to both source new deals and to develop the relevant projects. The Directors cannot give assurances that those relationships will continue throughout the life of ALP, either due to the development of such partner businesses away from the core business assistances contemplated in this business, failure to continue to agree the commercial terms for specific projects or the failure of such partner businesses completely.
Such failure of a strategic development partner could damage ALP’s business. In the event that it became apparent that the failure of a strategic development partner was likely, the Directors would seek to obtain similarly experienced contractors to take over the role of any particular strategic partner and, in case of building contractors, seek to minimise project disruption and cost escalation as a result.
ALP may face competition for lending opportunities
A strong pipeline of new opportunities which ALP might lend to is an important part of generating enough revenue to cover ALP’s general overheads and other costs and make payments of interest and capital to Bond Holders. ALP needs to time these deals in such a way that it has, at any one time, sufficient money (liquid cash) to fund payments due by the company to Bond Holders. If this balance is not achieved effectively, this could have an adverse impact on the ability of the company to meet payments due to Bond Holders.
New rules, regulations and laws could create additional burdens for ALP
The company will be under a duty to comply with any new rules, regulations and laws applicable to its operations. Compliance with these rules, regulations and laws could create additional burdens for the company and could have a material adverse effect on its profitability and ability to make payments to Bond Holders.
The IT systems upon which the ALP relies may fail
ALP relies on its and third parties’ information technology (“IT”) systems to conduct its business, including the website. ALP’s and those third parties’ processes and systems may not operate as expected, may not fulfil their intended purpose or may be damaged or interrupted by increases in usage, human error, unauthorised access, natural hazards or disasters or similarly disruptive events. Any failure of the IT systems and/or third-party infrastructure on which ALP relies could lead to costs and disruptions that could adversely affect ALP’s reputation, business, results of operations, financial condition and prospects.
There may be changes in the Company’s tax status or in taxation legislation
Any change in ALP’s tax status or in taxation legislation, or which may affect a third party from which its income is sourced, could affect the profitability of the company and its ability to make payments to Bond Holders.
ALP has not been assigned a credit rating
At the date of this Information Memorandum, ALP has not been assigned a credit rating by any independent credit rating agency. Accordingly, Investors will need to make their own assessment of the credit of the company and the other factors, which may affect the value of the Bonds, without the benefit of an independent credit rating.
The Financial Services Compensation Scheme does not protect the Bonds
The Bonds are not protected by the Financial Services Compensation Scheme (the “FSCS”). Accordingly, neither the FSCS nor anyone else will pay an Investor compensation upon the failure of Company. If ALP goes out of business or becomes insolvent, you may lose all or part of your investment in Bonds. Individuals approaching retirement and considering options under the new pension freedoms should realise that an investment in Bonds is a much higher-risk alternative to buying an annuity. Individuals in retirement, who may have significant sums in savings and may be concerned about low interest rates, and are tempted, to invest in Bonds may be taking an inappropriate level of risk with their money.
Consequently your capital is at risk and therefore before making a decision about whether to invest, we urge you to consider whether investing is right for you. You should not invest money which you cannot afford to lose.
A transfer fee may be payable
In respect of sales of Bonds on the website, a transfer fee payable to ALP of 1% of the original full-face value of the Bond, which is being transferred, will be applied on the date of the transfer, which would reduce the proceeds that a Bond Holder would receive on the sale of Bonds.
The indication of yield stated applies only to investments made at (as opposed to above or below) the issue price of the Bonds. An investment in the Bonds at a price other than the issue price of the Bonds could result in a yield on the investment that is different from the illustrative yields stated.
Bonds may be difficult to transfer
Whilst the Bonds are transferable and whilst Bond Holders may request ALP’s assistance to find buyers for their Bonds for the original full face value, the company is under no obligation to facilitate this nor does the company anticipate offering this service except in circumstances where it is viable to do so. Factors affecting the ability to transfer may include, but are not limited to, market appetite, inflation, the time of redemption, interest rates and the current financial position of ALP (including any information on its cash flow projections) and an assessment of the future prospects of ALP.
There will be no ready market in which the Bonds may be sold
No application has been, or will be made to any Recognised Investment Exchange for the listing of the Bonds and so there will be no ready market in which the Bonds may be sold which may, therefore, make them difficult or impossible to sell.
ALP has the right to repay the Bonds early
In accordance with the Terms and Conditions, ALP has the right to repay the Bonds early to allow the company to wind up its business if that was preferable to carrying on the business as a going concern. If this were to happen the length of an investment in the Bonds could be materially shortened, as would the period over which interest is paid.
Bonds pay a fixed rate of Interest
Bonds pay a fixed rate of interest and there is a risk that a fixed rate will become less attractive if interest rates available elsewhere go up. Similarly, high inflation could adversely impact the real return on an investment in Bonds (in respect of both capital and interest) to a Bond Holder. Each Series will have one interest rate and in submitting an Application for a particular Series an investor will elect to subscribe for Bonds at the interest rate applicable to that Series.
A Bond Holder Resolution may be passed against the wishes of a Bond Holder
In accordance with the terms of the Bond Instrument, Bond Holder Resolutions are passed by a majority (or 75% in the case of a special resolution) of the aggregate nominal number of Bonds held. There will be no separate meetings of Bond Holders holding a particular Series. This may mean that a Bond Holder Resolution may be passed against the wishes of a Bond Holder.
Investors applying for Bonds directly will not receive the additional rights and protections applicable to Investors who are advised by a Financial Adviser
Investors applying for Bonds directly will not receive the additional rights and protections applicable to investors who are advised by a Financial Adviser which are triggered by their relationship with a Financial Adviser (not with ALP), and which may include:
An investment in Bonds is concentrated in one company and not an investment in a diversified portfolio
A Bond is an investment in one company only, namely Amberside ALP Plc. Accordingly, an investment in Bonds is concentrated in one company and is not an investment in a diversified portfolio of companies. However, the company anticipates that the loans made by ALP will be to an increasingly diverse portfolio of assets which will be developed within separate companies over which ALP will take security.
The legislation relating to ISAs may change
The amount investors can invest into an ISA each year is decided by the Government. Currently ISA investments are free from capital gains tax and income tax. The Government in the future may change these benefits and/or investment limits and investors should make sure that they understand any changes that are made. Once investors have invested the maximum they can’t make any further contributions in the tax year. This means that if investors withdraw money from their ISA they will not be able to pay it back in if they have reached their annual subscription limit. If investors decide to transfer an ISA from one company to another they will need to do this as an ISA transfer rather than take money out and pay it back in again. Investors can transfer cash to an innovative finance ISA from an existing cash or stocks or shares ISA. If investors choose to transfer cash from a stocks and shares ISA, they may be required to sell current investments.
ISA Manager failure
If the ISA manager holding the Bonds for you becomes insolvent, although ALP intends to attempt to identify an appropriate replacement, it may not be possible to find an alternative ISA manager who will accept a transfer of the Bonds and it may not be possible to sell your Bonds. In such circumstances, it would be possible that your Bonds would cease to benefit from the ISA tax benefits.
There may be changes in the law, regulations or administrative practices
The structure of the issue of the Bonds is based on English law, regulatory and administrative practice in effect as at the date of the information memorandum, and has due regard to the expected tax treatment of all relevant entities under UK tax law and the published practice of HMRC in force or applied in the UK as at the date of this Document. No assurance can be given as to impact of any possible change to English law, regulatory or administrative practice in the UK, or to UK tax law, or the interpretation or administration thereof or to the published practice of HMRC as applied in the UK after the date of the information memorandum.