General

1. You as an investor are applying to subscribe for secured, transferable Bonds (“Bonds”) issued by Bird Box Bonds PLC (company number: 11530366) (the “Company”). You are making your application (“Application”), based on the information set out in the Information Memorandum dated 6th December 2018 issued by the Company (the “Information Memorandum”) which sets out important information about investing in Bonds. The Information Memorandum can be found on the Website https://birdboxbond.co.uk or during normal business hours on any weekday (public holidays excepted) at the registered office of the Company whilst the Offer remains open. Your Application is subject to the following terms and conditions. Capitalised terms that are not defined in these Terms and Conditions will have the meanings given to them in this Information Memorandum. You will need to have completed all of the Company’s registration requirements and all other requirements for making an Application on or before the close of the Offer, which will include:

  1. any certifications and/or declarations to be made in accordance with these terms and conditions; and/or
  2. any tests for appropriateness or assessing your investment knowledge and experience required by the Company, Bird Box, or Goji, in connection with your application for Bonds; and/or
  3. any other tests, certifications, or declarations as required by the Company, Bird Box or Goji, from time to time;

and you will be subscribing for Bonds for the term and at the interest rate set out in your Application.

2. You must make your Application and payment via the Website (or by such other method as the Company may agree including direct bank transfer) in order to subscribe for any Bonds. Save where otherwise provided, the Company may, at its discretion, allow you to subscribe for Bonds other than via the Website. Payments will be held by Goji in its Client Account held and maintained in accordance with the Institute of Chartered Accountants Rules prior to the subscription for Bonds being completed and the funds transferred to the Company (or to pay charges and commission as envisaged by these Terms and Conditions).

3. All Applications are made, and Bonds issued, strictly in accordance with the Information Memorandum, including these Terms and Conditions, and the Bond Instrument setting out the legal terms on which Bonds are issued. Each Bond is issued on condition that you (and any person claiming through or under you) are taken to have notice of the Bond Instrument and to be bound by the terms of the Bond Instrument (including all restrictions and limitations specified in and/or arising under or pursuant to either the Bond Instrument. The Bond Instrument can be found at the end of the Information Memorandum. If the Bond Instrument is inconsistent with the Terms and Conditions, then the Bond Instrument shall prevail. The Bond Instrument and these Terms and Conditions are governed by and shall be construed in accordance with English law.

4. You have the right to cancel your Application at any point up until 14 days after the date your Application is received by the Company. After this, the Company shall be entitled to issue any Bonds which are allocated to you and payment by you shall be final. If you wish to cancel your Application, you should contact Bird Box through the Website.

5. Payments of Interest or capital under the Bonds will be paid directly into the Client Account. Goji undertakes on your behalf to receive payments from the Company, make payments to you, when due from the Company, and to exercise your rights, in respect of your Bonds. The Company has granted security to the Investors and in the event that the Company is unable to make a payment of principal or Interest on a Repayment Date or Interest Payment Date in accordance with the payment instructions provided by an Investor, that Investor will have a period of 6 years from the relevant Repayment Date or Interest Payment Date to make a claim for the principal or Interest due.

6. In making your Application, you acknowledge and confirm:

  1. that you are not relying on any information given or any representations, warranties, agreements or undertakings (express or implied, written or oral) or statements made at any time by the Company in relation to the Company or any group entity other than as contained in the Information Memorandum (including these Terms and Conditions) and the Bond Instrument and that, accordingly, none of Bird Box Bonds or any directors, officers, agents, employees or advisers of such persons or any such entity or any person acting on behalf of any of them shall have any responsibility for any such information, representations, warranties, agreements or undertakings (express or implied, written or oral);
  2. you are not relying on Bird Box or Goji to advise you as to the merits of investing in Bonds or to ensure that Bonds are a suitable investment for you;
  3. you have considered and understood the Information Memorandum (including these Terms and Conditions) and the Bond Instrument including (but not limited to) the risk factors https://birdboxbond.co.uk/risk-statement/
  4. Without limiting the preceding sentence, you understand and accept that:
  5. Bonds do not give you any right or option to convert them to shares or other securities;
  6. there may be tax consequences for you in investing in Bonds (and these may include deduction of withholding tax). General information as to tax for UK individual investors https://birdboxbond.co.uk/ifisa-rules/
  7. You should consider your own personal tax position and take professional advice as appropriate;
  8. the Company may redeem any Bonds issued to you in whole or part by notice to you in accordance with the Bond Instrument and by repayment of all outstanding principal and accrued Interest;
  9. you are either an individual who is 18 years old or more at the date of making your Application and who is not resident in the USA or you are the authorised representative(s) of a non-natural person, including a limited company, a limited liability partnership, trust or foundation that is not registered in the USA (“Business Investor”) and fall into one of the following categories:
    1. Existing clients of a Financial Adviser who is regulated by the FCA;
    2. Persons who are categorised as elected professional clients of their IFA in accordance with the FCA’s Conduct of Business Sourcebook (which are regulatory rules relating to investment advice) (“COBS”) 3.5;
    3. Persons who qualify as certified high net worth individuals in accordance with COBS 4.7.7;
    4. Persons who qualify as certified sophisticated investors in accordance with COBS 4.7.7;
    5. Persons who confirm that they will invest no more than 10% of their net assets in non-readily realisable securities in accordance with COBS 4.7.10 (restricted investors).

    Where you have provided a declaration that you are a (i) “high net worth individual investor”, (not applicable to Business Investors) (ii) a “self-certified sophisticated investor”, (iii) a “restricted investor”, (iv) an “advised investor”, or (v) a “professional investor” (Business Investors only) such declarations are truthful and accurate and made in good faith by you. An individual or individuals authorised to take investment decisions on behalf of a Business Investor may complete the self-certified sophisticated investor declaration in their personal capacity, or may complete a restricted investor, advised investor or professional investor declaration in respect of the Business Investor. For the full definition of each investor type please refer to the FAQs which can also be found on the Website);

  10. where you and/or any third-party adviser or other professional person has certified, or declared that you are a sophisticated investor or that you are a retail client of an FCA-authorised firm which has or will confirm that an investment in Bonds is suitable for you, such certifications and declarations are true and accurate to the best of your knowledge and belief.
  11. your making of the Application, being issued with Bonds and/or receiving any payments under the Bonds, does not contravene any law or requirement of any official or government body based outside the UK to which you are subject. Without limiting any other terms and conditions, you acknowledge and confirm that you are not a US Person, are not receiving Bonds in the United States and are not acquiring Bonds for the account of a US Person;
  12. you are aware that it is open to you to seek advice from someone who specialises in advising on investments;
  13. unless the Company expressly agrees otherwise, any third party adviser or intermediary is not entitled to be paid any commission in relation to your Application. If the Company does agree otherwise, it will set out details of the commission which it has been agreed will be paid in advance of you making an investment, either in writing or on the Website, and such commission will be paid by the Company;
  14. charges may be payable by you to a Financial Adviser who has advised you in relation to your decision to subscribe for any Bonds. By making your Application you authorise the Company to deduct such agreed charges from any payment you make to subscribe for any Bonds and to use the amount so deducted to pay such charges to the relevant Financial Adviser;
  15. the Company offers, via the Website, Bond tranches with increased coupons of up to an additional 0.25% which are available exclusively to Investors who apply through an authorised adviser;
  16. you acknowledge that the Company may, in its absolute discretion, reject in whole or in part or scale down your Application;
  17. you are not engaged in money laundering. No money paid in subscription for Bonds shall represent the proceeds of any criminal activity;
  18. unless you have disclosed to us that you are applying on another person’s behalf (for example, as an intermediary who has disclosed Its client’s identity) you must make your Application on your own behalf and for no other person. You should note that under the Bond Instrument, Bonds may be held only by a single holder and may not be held jointly with any other person; and
  19. the Company, its directors, employees, agents and advisers will rely upon the truth and accuracy of the confirmations, acknowledgements and representations contained in your Application.

Money Laundering

7. It is also a term of your Application that, to ensure compliance with the legislation relating to money laundering and financial crime, the Company, or Goji, may, in its absolute discretion, require information and/or evidence or further verification of your identity and the Company may decide not to issue Bonds until it and/or Goldfinch are absolutely satisfied as to your identity. If within a reasonable time after a request for information or evidence as to your identity, satisfactory evidence has not been supplied, the Company may, at its absolute discretion, terminate your Application in which event no Bonds will be issued to you.

Third Party Rights

8. The Company, and Goji, or any person acting on behalf of any of them may rely upon a right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions that refers to an acknowledgement, confirmation, authority or right in their favour. No other person shall have a right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions. Notwithstanding any term of these terms and conditions, the consent of any person who is not a party is not required to rescind or vary these terms and conditions.

Jurisdiction

9. The making of Applications, acceptances of Applications and any resulting contracts in relation to Bonds will be governed by and construed in accordance with English law and you and the Company submit to the exclusive jurisdiction of the relevant courts of the United Kingdom in relation to any disputes, as to the making or acceptance of Applications and in relation to any resulting contracts.

Certificates

10. The Certificates will be in the form or substantially in the form set out in the Schedule to the Bond Instrument. The Company will recognise the Bond Holder indicated in the Register as the absolute owner of the Bonds. The Company is not bound to take notice or see to the execution of any trust whether express, implied or constructive to which any Bonds may be subject.

11. If any of the Bonds are due to be redeemed under any of the provisions of the Bonds Deed, the Bond holder shall, if requested by the Company, provide the Company with its up to date account details and, upon such delivery, the Company shall pay the relevant redemption amount to the Bond holder and the relevant Certificate shall be cancelled.