Foxglove Finance Public Limited Company Riverchapel Loan Notes 30 May 2016 KEY FEATURES Total issue €1,600,000 Minimum subscription €10,000 Interest rate 10% per annum Term 1 Year (with an option for the Company to extend for up to six months) Security Assignment of the benefit of loans made available to, and security provided by, the Developer (including fixed security over the Property and the Redemption Fund Account) Available to investor types Individuals / Companies / Pension arrangements ADVISORS & OTHER PARTIES Advisors to the Company PKF O’Connor, Leddy & Holmes Limited Legal advisors to the Company Matheson Legal advisors to the Developer Beauchamps Security trustee for Noteholders Capita Trust Company Limited Main contractor for Developer AMC Properties Limited The following notices are required by section 1361 Companies Act 2014 to appear on the front page or otherwise in a prominent position in this offering document. This document has not been prepared in accordance with Directive 2003/71/EC on prospectuses or any measures made under that Directive or the laws of Ireland or of any EU Member State or EEA treaty adherent state that implement that Directive or those measures. This document has not been reviewed, prior to its being issued, by any regulatory authority in Ireland or in any other EU Member State or EEA treaty adherent state. This document therefore may not contain all the information required where a document is prepared pursuant to that Directive or those laws. Past performance may not be a reliable guide to future performance. Simulated performance may not be a reliable guide to future performance. Income may fluctuate in accordance with market conditions and taxation arrangements. Investments may fall as well as rise in value. It may be difficult for investors to sell or realise the securities and/or obtain reliable information about their value or the extent of the risks to which they are exposed. Foxglove Finance Public Limited Company Registered in Ireland with the number 579112 | Registered office: Century House, Harold’s Cross Road, Dublin 6W www.foxglovefinance.ie | email: [email protected] | telephone: +353 1 496 1444 Foxglove Finance Public Limited Company Offering Document – Riverchapel Loan Notes 30 May 2016 1. Contents 1. Contents ................................................................................................................................... 1 2. Persons responsible and other information ............................................................................ 2 3. Summary investment proposal ................................................................................................ 3 4. Details of the Loan Notes ......................................................................................................... 4 5. Transaction structure ............................................................................................................... 6 6. The Property ............................................................................................................................ 9 7. Summary of Developers Business Plan .................................................................................. 10 8. The Company ......................................................................................................................... 12 9. The Developer ........................................................................................................................ 14 10. Irish Taxation .......................................................................................................................... 16 11. Risk factors ............................................................................................................................. 17 12. Glossary of defined terms ...................................................................................................... 24 13. Appendix I – Company cash flow forecast ............................................................................. 27 14. Appendix II – Developer cash flow forecast .......................................................................... 28 15. Appendix III – Valuation Report ............................................................................................. 29 16. Appendix IV – Consulting Surveyor’s Report ......................................................................... 40 17. Appendix V – Application Form ............................................................................................. 49 - 1 - Foxglove Finance Public Limited Company Offering Document – Riverchapel Loan Notes 30 May 2016 2. Persons responsible and other information 2.1. Names of persons responsible This Offering Document has been prepared by the Company. 2.2. Declaration The Company accepts responsibility for the information set out in this Offering Document. To the best of the knowledge and belief of the Company (having taken reasonable care to ensure that such is the case), the information set out in this Offering Document is in accordance with the facts and does not omit anything likely to affect the accuracy of such information. 2.3. Third party information and statements by experts The Valuation Report has been prepared by Sherry Fitzgerald O’Leary Kinsella (the “Valuer”) of Esmonde Street, Gorey, Co Wexford, a firm of Estate Agents and Chartered Surveyors at the request of the Company. The Consulting Surveyor’s Report has been prepared by Rogerson Reddan & Associates Limited (the “Consulting Surveyor”) of 78 Haddington Road, Dublin 4 at the request of the Company. Both the Valuer and the Consulting Surveyor have issued their reports for the benefit of the Company only and have not have assumed any direct obligation to Noteholders or prospective Noteholders. 2.4. Documents on display Drafts of the following documents may be inspected prior to the Closing Date at the Company’s registered office or electronically upon application to the company secretary. (These draft documents will remain subject to any final amendments agreed between the parties thereto on or before the Closing Date.) The Company’s constitution; all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in this Offering Document; the Loan Note Instrument; the Debenture; the Security Agreement; the Developer Loan Agreement; the Promoter Loan Agreement; the Subordination Agreement 2.5. Advisors and independent advice The advisors referred to herein are acting as advisors to the Company and will not be held accountable or responsible to anyone, other than the Company, in relation to any matter referred to in this Offering Document. Each potential Noteholder is advised to obtain appropriate legal and commercial advice on all matters referred to in this Offering Document and to make their own assessment of the Transaction Documents and the Loan Notes being offered herein. The Security Trustee has not independently verified the information contained or incorporated herein. Accordingly no representation, warranty or undertaking, expressed or implied, is made and no responsibility or liability is accepted by the Security Trustee as to the accuracy or completeness of the information contained or incorporated herein or any other information provided by the Company in connection with the offering of the Loan Notes or their distribution. The Security Trustee will not verify, and shall not be responsible for ensuring the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Documents. - 2 - Foxglove Finance Public Limited Company Offering Document – Riverchapel Loan Notes 30 May 2016 3. Summary investment proposal 3.1. Introduction The Company has been established for the purpose of providing finance for property development projects. The Company has identified a suitable project involving the purchase, completion, and sale of 29 incomplete houses, a crèche unit, and residual lands at Riverchapel Wood, Courtown, Co Wexford. To this end the Company is seeking to raise €1,600,000 by issuing Loan Notes with a twelve month term (with an option for the Company to extend by up to 6 months) and carrying a 10% per annum rate of interest. 3.2. Transaction summary The Company intends to raise €1,600,000 from the proceeds of the Loan Notes, and will make a revolving credit facility in the same amount available to the Developer (the “Developer Loan”). The Promoters will also make a loan to the Developer in the amount of €350,000, repayment of which will be subordinated to the revolving credit facility. The Developer will acquire, complete and sell the Property. The revolving credit facility will be repaid from the proceeds of sales of the houses comprised within the Property. The Loan Notes will be redeemed after 12 months. The Company will have an option to extend the redemption date by up to six months in which event the rate of interest for the extended period will be 15% per annum. 3.3. The Property The Property is comprised of 29 incomplete houses, an incomplete crèche, and lands located in an otherwise completed development of 200 houses and apartments at Riverchapel Wood, Courtown, Co Wexford. The houses are at varying stages of completion. The least completed