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Spearhavoc Finans A/S SPEARHAVOC FINANS A/S COMPANY DESCRIPTION IN RELATION TO THE ADMISSION TO TRADING OF THE COMPANY’S 3% SECURED 2027 CORPORATE BOND ON NASDAQ FIRST NORTH, COPENHAGEN 3 NOVEMBER 2017 First North Bond Market is an alternative Marketplace operated by an exchange within the Nasdaq group. Issuers on First North Bond Market are not subject to the saMe rules as Issuers on the regulated Main Market. Instead they are subject to a less extensive set of rules and regulations. The risk in investing in an Issuer on First North Bond Market May therefore be higher than investing in an Issuer on the Main Market. At least during the application process Issuers – except for Issuers whose securities are already adMitted to trading on a regulated market or a First North Market – applying for adMission to trading of fixed incoMe instruMents on First North Bond Market shall have a Certified Adviser who Monitors that the rules are followed. The Exchange approves the application for adMission to trading. CERTIFIED ADVISER 1 CONTENTS Page number 1 IMPORTANT INFORMATION 3 2 RISK FACTORS 7 3 THE SPEARHAVOC GROUP 11 4 BUSINESS STRATEGY AND MARKETS 14 5 MANAGEMENT 21 6 FINANCIAL POSITION 24 7 ADDITIONAL INFORMATION 25 8 DENMARK TAXATION 30 APPENDIX 1 DEFINED TERMS 31 APPENDIX 2 THE BOND INSTRUMENT 32 APPENDIX 3 SPEARHAVOC INVEST ACCOUNTS 53 APPENDIX 4 SWAN PARK PROJECT ILLUSTRATIONS 55 2 1. IMPORTANT INFORMATION 1.1 THE ISSUING COMPANY Spearhavoc Finans A/S (The Issuer) Registered in Denmark on 01/10/2016 with number 38102788 Gothersgade 21 DK-1123 Copenhagen K Denmark WeBsite: www. spearhavocfinans.com Phone: + 45 3316 0661 Email: [email protected] The Business of The Issuer is to function exclusively as a funding vehicle for Spearhavoc Invest Aps (The Company) in relation to The Company’s property investments and developments. The Issuer is 100% owned by The Company. The operating and running costs of The Issuer are met by The Company. 1.2 THE BOND INSTRUMENT The Bond offered is designated “3% Secured 2027 Corporate Bond”. The Bond may Be suBscriBed for a maximum total of DKK 80,000,000 (apprx £9.4m) and is issued under a corporate resolution adopted by the Board of The Issuer on 12th DecemBer 2016 to issue up to DKK 80,000,000 of bonds. The Bond is a secured instrument paying an annual coupon of 3%. As of the date of this document a total of 4 investors have committed a total of DKK 25.000.000 (approximately GBP 3.000.000) and the relevant Bonds will Be suBscriBed for and issued prior to Admission. These bondholders are corporate professional investment entities, 3 Danish and 1 British. They are Benjamin Capital ApS (DKK 10m), PUA Invest ApS (DKK 10m), Spearhavoc Limited (DKK 4m) and City Ejendomskontor A/S (DKK 1m). The Bond is principally marketed to professional fund managers, professionally qualified investors, high net worth investors and professionally run family offices domiciled in Denmark and the UK. The minimum initial suBscription is DKK 800,000 (approximately £100,000) Being 100 units of the Bond at DKK 8,000 (approximately £1,000) per unit. Additionally, the Board may at their discretion allow smaller investments to Be made, But this discretion may only Be exercised in respect of a maximum of 100 bondholders. The principal features of the Bonds are described in TaBle I below: TABLE I: BOND FEATURES The Bonds are available for investment through Kapitalpension, Ratepension, ISA (UK Individual Savings Accounts), SIPP (UK Self Invested Pension Plans) Availability: and SSAS tax wrappers (UK Small Self Administered Pension Schemes) as well as direct monies The Bond is not convertiBle Conversion: 3 Issuing Company: Spearhavoc Finans A/S Denomination: Danish Kroner (DKK). Nominal Value DKK 8,000.00 On one of the identified events listed in the Bond Instrument, the Bonds will Be Events of default: redeemed immediately at the Principal amount. In the event of the death of the Bondholder the Bond and accrued interest Event on death: should form part of the Bondholder’s estate under the control of their executors or estate administrator. The Bond pays 3% interest per annum, payaBle quarterly in arrears on 15/4, Income: 15/7, 15/10 and 15/01 each year. Issuer: Spearhavoc Finans A/S Joint ownership: The Bonds can Be suBscriBed for jointly or by individuals. Listed/unlisted: The Issuer is applying for the Bonds to Be admitted to trading on Nasdaq First North Copenhagen. Meetings of The Issuer may, at any time, convene a meeting of the Bondholders. Bondholders: The Issuer will not make any offer of Bonds other than in circumstances falling within Article 3(2) of Directive 2003/71/EC, as amended (the Prospectus Raise Amount: Directive) and which do not require the puBlication of a prospectus or supplementary prospectus under the Prospectus Directive. Ranking: All the Bonds shall rank pari passu, equally and rateaBly, without discrimination. Redemption: Repayment of capital on the Redemption Date which is 31st DecemBer 2027 Secured by a legal charge over the assets of the Issuer. The Issuer will receive a pledge on all property assets and related rental income owned by The Company. The charge will Be registered along with the security document (The Debenture). The security document thus provides a fixed and floating charge on all property assets of The Company. The security document also provides the bond holders, in the event of default on the bond document, the rights to appoint a receiver to act on their behalf and step in to take control of Security: all property assets of the Company. The Issuer will utilise the Bond monies to issue a corporate loan to The Company for the purposes of future property investments, property developments and to retire existing debt. These monies will be provided to The Company on standard commercial loan documentation including the security document listed above. An amount of DKK 5 million from the proceeds of the issuance of Bonds lodged Security Fund with the Security Trustee Security Trustee Advokat Morten Hemmingsen, Gothersgade 21, 1123 Copenhagen, Denmark Term: Maturing 31 December 2027 Ownership of the Bonds is freely negotiaBle and can Be transferred to another Transferable: party. Withholding Taxes: Income is paid net of basic withholding taxes in Denmark. 4 1.3 REASONS FOR APPLICATION FOR ADMISSION TO FIRST NORTH The Issuer wishes to provide a market for its bondholders to trade their Bonds and also to attract investments in the Bond from investors only able to invest in Bonds that are admitted to trading on a public market. Application for Admission is made for all of the Bonds that are a part of this issue. 1.4 IMPORTANT DATES Expected first day of trading on First North: 6 November 2017 Semi Annual financial results to 30 June 2017 15 August 2017 Annual report; year to 31 December 2017: 28 March 2018 Annual General Meeting: 30 April 2018 1.5 BOND INFORMATION First North Ticker: SPEARHAVOC ISIN: DK0030404611 LEI: 549300S4WGC1P8720269 CFI CODE: DBFUGB Bond registered through: Danish VP Minimum subscription (100 units) DKK 800,000 Proposed trading lot on First North: Units of DKK 8000 each 1.6 CERTIFIED ADVISER Keswick Global AG Hoffingergasse 16/1/6 A-1120 Vienna Austria Keswick Global AG has been appointed as Certified Adviser and that appointment is on-going. 1.7 NEWS PROVIDER The Issuer has engaged Nasdaq Global Corporate Solutions to disseminate regulatory announcements to the market. 1.8 LIQUIDITY PROVIDER The Issuer will consider the appointment of a liquidity provider in due course but one has not been appointed at the date of Admission 5 2. RISK FACTORS 2.1 SUMMARY The Bond investment presented carries certain risks and, as such, is suitaBle only for entities or persons who can Bear those risks, have a limited need for liquidity during the investment period and who are able to be certified as professional, high net worth or sophisticated investors. The Issuer may Be suBject to certain regulatory requirements in jurisdictions where it issues the Bond, and has the right to refuse applications from potential initial subscribers who it Believes do not qualify with the requirements set By applicable regulatory authorities. Once issued, the Bond is freely negotiaBle. This chapter presents and discusses risk factors. Both specific risks regarding the Group’s business and the general risks regarding bonds as a financial instrument. The risk factors are not ranked and do not claim to be exhaustive. Additional risks, not currently known to The Issuer or currently considered inconsequential, could provide a significant adverse effect on the Issuer’s operations in the future. 2.2 GROUP RISKS Reliance on Management The Company’s Board will make all decisions with respect to the Company’s investments. The Company will depend on the services of its managers and advisors that they may appoint from time to time. Although the Company believes it has the necessary business and industry skills to successfully manage and achieve the objectives, there can be no assurance that the Company will perform adequately, or that it will Be successful. Accordingly, no person should invest in any of the Bonds offered hereby unless such prospective investor is willing to entrust all aspects of the Group’s performance to the management and the Board. There is also a risk that the key personnel may Become unavailaBle as a result of illness, death or other reasons. Operating and Performance History Whilst the management have long and strong track records, as set out in Section 5 of this Company description, the Group has only a limited operating history upon which prospective investors may Base an evaluation of the likely performance of the Group.
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