Providing ordinary people with extraordinary opportunities UK Property Asset Investments For more information visit
www.heritagecapitalinvest.co.uk
Providing ordinary people with extraordinary opportunities IN OM INV EV SE TS MTEM NE TN STFSRF OR M
Putting it simply... WHAT WE DO Heritage Capital is the property adviser to and promoter of a series of asset investment companies intended to enable ordinary people to invest in companies which will undertake the acquisition, management and eventual sale of property portfolios. Heritage Capital has been set up specifically for this by a team with over 60 years combined experience in investment property, finance and asset portfolio management. As a result of the recent recession, interest on savings accounts held in high street retail banks is low and the stock market has proved highly volatile. Direct investment in real estate is typically now requiring substantial deposits in order to obtain mortgage finance and making a barrier to entry into such investments. Heritage Capital believes that an investment in any one of the companies advised by Heritage Capital will allow investors the opportunity to benefit from investment in a diverse portfolio of properties rather than single properties.
Key Facts
• A way for individuals to make investments in property without the need to be involved in the buying, letting or selling • No personal mortgage finance or deposits required • A way to diversify across many more properties and property types than would otherwise be possible • All property lettings and management taken care of by Heritage Capital • Investments from £1,000
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The whole picture... Strategy Heritage Capital, in advising each of the asset investment companies, will adopt a strategy of identifying suitable properties to purchase from a range of sources. Heritage Capital has a number of links with banks, estate agents and other professionals within the property market from whom appropriate properties for acquisition will be sourced. As a general strategy in providing its advice, Heritage Capital will aim to secure properties for acquisition at a 25 per cent. discount to a valuation undertaken in accordance with guidelines to valuers published by the Royal Institute of Chartered Surveyors. Heritage Capital will advise that properties acquired by each asset investment company will primarily be residential properties, but should suitable commercial property prospects arise they may proceed with such opportunities. Heritage Capital will advise a portfolio acquisition strategy which takes funds raised by companies, together with bank debt to 50 per cent. of the value of each property, to acquire not less than three residential properties, which it is then intended will be let out to suitable tenants. The drop in residential property values over the last twelve months has been well documented, so after an appropriate period of time, which should be between three and five years, the properties can then be sold enabling, subject to the companies having made a profit, returns to be paid to investors.
Providing ordinary people with extraordinary opportunities A way to diversify across many more properties and property types than you would otherwise be able to do
The legal stuff... Terms and conditions Executive Summary Structure of the SPV The SPV will be a UK Limited Partnership specifically set-up for the Project by Heritage Capital Ltd. The Investment Investors will be investing in Capital Investments. Investors will join the SPV as limited partners with the Capital Investment being the amount invested in the SPV, up to which their liability is limited. Investor Participation A minimum of £1,000 unless otherwise agreed by the Operator. There is no maximum.
No broker, dealer or other person has been authorised by the SPV, the Operator or the Development Team or any of their agents to issue any advertisement or to give any information or to make any representations in connection with the offering or sale of Capital Investments other than those contained in this Information Memorandum and, if issued, given or made, such advertisement, information or representations must not be relied upon as having been authorised by the SPV, the Operator or any of their respective agents. Heritage Capital (and associated “SPV” companies) is an unregulated collective investment scheme for the purposes of the Financial Services and Markets Act 2000 of the United Kingdom (the “Act”). The promotion of the SPV and the distribution of this Information Memorandum in the United Kingdom is consequently restricted by law.
Procedure for investment Investors wishing to make an investment must complete the Investment Agreement Application and any other forms required. They should then send all the items identified in the Investment Checklist to the Operator, Heritage Capital, Coveham House, Downside Bridge Road, Cobham. Surrey. KT11 3EP INCOMPLETE APPLICATIONS WILL NOT BE ACCEPTED. The Investment should be remitted by one of the means listed below: Cheque / Cash Bank Transfer The following terms are deemed to be incorporated into and to form part of the Investment Agreement: 1. Applications must be made using the Investment Agreement and must normally be for no less than the Minimum Investment.
Investment Period The anticipated period is up to 36 months from the Closing (ie Full allocation of SPV). The Investment Period and/or the extended Investment Period will end when the SPV receives portfolio sales monies. Heritage Capital Ltd reserves the rights to hold the investment open for a further 12 months in order to achieve the best exit pice for the portfolio.
2. Applications will be accepted and Investors will be admitted to the SPV at the discretion of the Heritage Capital.
Risk Factors An Investment in the SPV will involve certain risks and should only be made by certain Eligible Investors, including Professional and Sophisticated Investors(s), who understand the risks involved.
4. Application monies held will only be released to the SPV following an Investor’s admission to the SPV. Should an Investor not be admitted to the SPV, the application monies will be returned as soon as practicable.
Property Managment All properties in the portfolio will be managed with regards to maintenance and rental by Heritage Capital Ltd.
6. An Investing Member will, shortly after his admission as a Member, be issued with a certificate showing his interest in the relevant SPV.
Transfer of Capital Investments An Investor(s) may transfer, sell or otherwise dispose of his/her Capital Investment with the prior approval of Heritage Capital Ltd.
3. Application monies will, on receipt, be placed in a segregated account held at Heritage Capital (unless admission to the SPV occurs upon the day of receipt of the Investment) and interest earned thereon will be for the account of the SPV).
5. Completion of an Investment Agreement accompanied by a cheque will constitute an undertaking that the cheque will be honoured on first presentation.
7. All cheques, certificates and other documents sent to Investors or their advisers will be sent at the Investor’s risk. 8. To comply with UK money laundering prevention requirements, the completed Investment Agreement must be accompanied by the following:
Base Currency The Base Currency of the Investment will be Pounds.
• As evidence of identity of the Investing Member a certified copy of the Investor’s (or, as the case may be, the beneficiary’s) current passport (those pages showing photograph, name and passport number; in the case of old style passports, these details appear on several different pages, all of which need to be copied).
Annual accounts The Operator will procure that the annual accounts are prepared and audited. The annual accounts, which will include a profit and loss account and a balance sheet, will be circulated to Investing members.
• As evidence of residential address, a certified copy of a current UK photo driving licence, a certified copy of a gas, electricity or water utility bill, Council Tax bill, HM Revenue & Customs “Notice of Coding” or bank account/ building society account/credit card/mortgage statement showing the beneficiary’s own name and home address and dated within the three months preceding the date of application. Copies of mobile telephone bills are not acceptable.
All Investing Members will receive a copy of the annual accounts together with an individual statement setting out the information that will be required for completion of their UK tax returns.
9 By completing and delivering the Investment Agreement, each prospective Investing Member:
This statement will be prepared on the basis required for UK resident individuals. Borrowing Powers The SPV will have the power to borrow and to charge its assets.
Risk Factors Investors Liquidity Risk An Investment in the SPV will be for the term of up to 36 months with Heritage Capital Ltd having the ability to extend the investment for another 12 months. In the normal course of events, it will not be possible for Investor(s) to recover their Investment until the SPV has been completed. An Investor(s) may transfer, sell or otherwise dispose of his/her interest in the SPV with the prior approval of Heritage Capital Ltd, but there can be no assurance that he/she will be able to do so.
• agrees to join the SPV selected; • agrees to hold the interest in the SPV subject to, and in accordance with, the provisions of the Investment Agreement and the relevant Members’ Agreement; • confirms that they are not relying on any information or representation in relation to this investment, other than as contained in this Information Memorandum, and agrees that any person responsible solely or jointly for the Information Memorandum or any part thereof, including any adviser to such person, shall have no liability (except for fraud, negligence and wilful default) for any such information or representation; • confirms that they have read and understood the Information Memorandum including the section headed “Risk factors”; • confirms that they will comply with the Money Laundering Regulations 2007 and will provide such evidence of identity as may be requested to ensure compliance with such Regulations and Law; • agrees that Heritage Capital will not regard them as a customer by virtue of having made an application or by virtue of such application being accepted; and
Advisers and Consultants The success of the SPV depends, in part, on the ability of its various advisers and consultants.
• agrees that paragraphs 1 to 8 above and this paragraph 9 shall together be incorporated into and form part of the Investment Agreement which, when accepted by a SPV, will form a binding contract between him and the SPV.
No assurance can be given that any particular Adviser or Consultant will continue to be retained by the SPV. No assurance can be given that particular directors of Heritage Capital Ltd will remain directors of their respective companies.
10 Data Protection Act statement – all personal information (“Information”) provided by the Investor will be treated in confidence by the Operator and will not be disclosed to any third parties except where permitted by law, where necessary or desirable for the service for which the Investor has applied or where the Investor’s consent has been received.
The SPV is not subject to regulation by the FSA. Some of the protections afforded by the UK regulatory system will not apply to an Investment in the SPV. The UK Financial Services Compensation Scheme is not generally applicable to claims relating to Limited Partnerships such as the SPV, but may apply to certain Investor(s) in the SPV. In addition, Investor(s) in the SPV may not have access to the UK Financial Ombudsman Service in respect of all aspects of the SPV. Financial Projections Whilst certain financial projections have been prepared in relation to the Project in order to satisfy Heritage Capital Ltd that sufficient resources are available, these projections have not been independently validated.
The Information will be held and used on computer systems for the purpose of contacting the Investor by mail, telephone, fax, email or other reasonable means in respect of the Investor’s investment in a SPV. This use of the Investor’s Information is covered by the notification of the Operator under the Data Protection Act 1998, the “Act” any reference to which shall be deemed to include the same as from time to time amended, modified, extended, re-enacted or replaced). Under the terms of the Act, the Investor has the right to obtain a copy of the information that the Operator hold about him, upon payment of the appropriate fee. By signing the Investment Agreement, each prospective Member expressly consents to the transmission and use of personal data described in this paragraph.
Investment Agreement
Property Market A recession in the property market may materially adversely affect the value of the portfolio in which this Project is investing. The market values of a property are generally affected by the overall property market and Economic changes.
The Investor hereby irrevocably agrees as follows :
Operating History The SPV has no previous operating history and has been specifically set-up for the Project.
(ii) he has read the Information Memorandum and understood the section headed “Risk Factors”
LEGAL NOTICE
The investor hereby warrants that
(iv) he has relied on the advice of, or has consulted with, his own professional advisers with regard to the tax, legal, currency and other economic considerations related to his investment; (v) he has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and possible contingencies and has no need for liquidity of his investment in the SPV;
PROVIDING ORDINARY PEOPLE WITH EXTRAORDINARY OPPORTUNITIES Statements made in this Information Memorandum are based on the law and practice in force at the date hereof and are subject to changes therein. Neither the delivery of this Information Memorandum nor the issue of Capital Investments shall, under any circumstances, imply that there has been no change in the circumstances affecting any of the matters contained in this Information Memorandum since the date of the document.
This Information Memorandum does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. The distribution of this Information Memorandum and the offering of Capital Investments in certain jurisdictions may be restricted and accordingly persons into whose possession such documents come are required to inform themselves about and to observe such restrictions.
(vi) he is aware of the aims and objectives of the collective investment scheme and has been advised of the nature of its activities
Providing ordinary people with extraordinary opportunities IN OM INV EV SE TS MTEM NE TN STFSRF OR M
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The Thewhole wholepicture... picture... Market Overview Historical research shows that the UK housing market follows a similar pattern of growth after each property price crash or economic recession. Leading property professionals Savills are predicting property market growth of approximately 10 per cent. across the UK within the next three years, followed by a further spike taking the total growth from today’s prices to over 30 per cent. of today’s prices in five years (from Savills Residential Property Focus Research May 2009). Similar growth figures have also been quoted by the Oxford Economics as can be seen in the following graph: After 14 months of continual price drops across the market, April and May 2009 showed an increase in first time buyer purchases - the industry’s usual indicator of a property market recovery. The following graphs show predictions of market growth across the UK as predicted by property and economy experts Savills and The Oxford Economics (May 2009).
Financial Example
Forecasts (as at April 2009)
2008 (Actual)
2009
2010
2011
2012
2013
2014 year growth*
House price growth in London and the UK
UK
-14.7%
-11.0%
1.0%
1.0%
9.0%
10.0%
8.0%
32%
London
-15.1%
-14.0%
1.0%
3.0%
12.0%
10.0%
9.0%
40%
30
South East
-15.4%
-10.0%
2.0%
5.0%
14.0%
10.0%
8.0%
45%
25 20
%
South West
-14.9%
-10.0%
2.0%
3.0%
9.0%
10.0%
10.0%
39%
East
-16.6%
-11.0%
1.0%
3.0%
8.0%
12.0%
12.0%
41%
E Midlands
-14.2%
-12.0%
1.0%
1.0%
8.0%
12.0%
12.0%
38%
W Midlands
-14.0%
-12.0%
-1.0%
1.0%
6.0%
10.0%
12.0%
31%
North East
-11.0%
-13.0%
-1.0%
0.0%
1.0%
6.0%
8.0%
14%
-5
North West
-14.4%
-12.0%
-1.0%
0.0%
1.0%
6.0%
8.0%
14%
-10
Yorks & Humber
-13.6%
-12.0%
-1.0%
1.0%
2.0%
6.0%
10.0%
19%
-15 -20
Wales
-12.1%
-16.0%
-1.0%
1.0%
6.0%
6.0%
8.0%
21%
Scotland
-8.1%
-12.0%
1.0%
2.0%
8.0%
12.0%
10.0%
37%
PCL
-18.3%
-14.0%
2.0%
10.0%
16.0%
10.0%
5.0%
50%
Source: Savills
London UK
15 10 5 0
1980 1984 1988 1992 1996 2000 2004 2008 2012 2016
Source: Oxford Economics
History of Heritage Capital Heritage Capital was established in 2007 by Chris Arnold. The Directors and their teams have since been carrying out extensive market research to establish best practice procedures and to maximise profit potential from property portfolio acquisitions and management in today’s economic climate. The management team have over 60 years combined experience in investment property, finance and asset portfolio management.
Next Steps Information memoranda published by companies advised by Heritage will in most cases have been approved by an FSA authorised adviser. The Informartion Memoranda give more details about each investment opportunity and can be requested via our online application form at: www.heritagecapitalinvest.co.uk
Providing ordinary people with extraordinary opportunities A way diversify across many more A way to to diversify across many more
The Thewhole wholepicture... picture... Risk factors and costs As with any investment, investment in any of the companies advised by Heritage Capital presents a number of risks to the value which may be returned to an investor. Each of the companies advised by Heritage Capital seeks investment solely on the basis of an information memorandum, in which are set out the main risk factors attaching to such an investment and the fees which are charged by Heritage Capital, in providing its advice, and other fees which may be charged to each company. The relevant information memorandum should be read very carefully prior to any investment being made.
Exit strategy In providing its advice to companies, Heritage Capital will consider the likely returns from properties owned by those companies over a three to five year period. It is unlikely that any return will be paid from any investment before that period, and any investment should only be undertaken with that in mind. This document is not an invitation to make an investment in any specific company. An investment in any company advised by Heritage Capital should only be made after careful consideration of the Information memorandum inviting investment, your own financial circumstances and your ability to bear any losses which may arise through an investment. For more information visit
www.heritagecapitalinvest.co.uk
properties and property types than you would otherwise able properties and property types than you would otherwise bebe able to to dodo
Contact Us By Post: Coveham House, Downside Bridge Road, Cobham, Surrey. KT11 3EP By Phone: 01932 909 081 By Email: info@heritagecapitalinvest.co.uk Company Number 06344425
www.heritagecapitalinvest.co.uk