- “Roycian” means Roycian Limited, a company Registered in England & Wales, with Company Number 09076844, whose registered office is at 119 Park Road, Chandlers Ford, SO53 1HX;
- “Investor” means any corporate finance contact, including but not limited to an individual, body corporate, unincorporated association, partnership or trust, that meets the eligibility has been accepted and registered as a corporate finance contact of Roycian Ltd;
- “FCA” means the Financial Conduct Authority;
- “Financial Promotions Order” means The Financial Services and Markets Act 200 (Financial Promotion) Order 2005.
- “Terms” means these Terms and Conditions; and
- “we”, “us” or “our” means Roycian Limited.
2 Financial Conduct Authority Authorisation
Roycian is seeking authorisation with the Financial Conduct Authority as a sub-threshold AIFM. If and when it obtains such authorisation, an Investor investing in an SPV or EIS fund managed by Roycian will have some protections under the UK regulatory system beyond those detailed in these Terms and Conditions
3 Corporate Finance Contact Registration
3.1 In order for us to have accepted you as a Corporate Finance Contact, you are required to certify yourself as, and are being classified as, either:
A) An Investment Professional, as defined in article 19(5) of the Financial Promotion Order (being broadly any firm whose ordinary activities involve making investments for themselves or others);
B) A Certified High Net Worth Individual, meaning a person who meets the requirements in S48 (2) of the Financial Promotions Order; or;
C) A Sophisticated Investor whether certified or self-certified as such in accordance with the requirement in S50 (1) or S50A (1) of the Financial Promotions Order.
3.2 Unless you are an Investment Professional, you will be required to update any certification in relation to your status annually and you understand that failure to do may result in you ceasing to be eligible to receive information from Roycian.
3.3 You warrant to us that all information provided to us by you or on your behalf in respect of your Corporate Finance Contact registration shall be complete and accurate and will fully indemnify Roycian from any costs resulting from you subsequently seeking to claim you were ineligible to receive financial promotions in reliance on an exemption under the Financial Promotions Order.
4 Our Services
4.1 Roycian Ltd seeks out investment opportunities in UK unlisted companies. From time-to-time we may present you with investment opportunities by way of an investment proposal (“Investment Proposal”) and may also provide supplemental information to you about the investment opportunity. You will be able to register your interest in those investment opportunities which are of interest to you – any decision to invest will be entirely your own and nothing contained in the Investment Proposal is intended as investment advice, nor should it be relied on as such.
4.2 Subject to our Corporate Finance Contacts expressing sufficient interest in an Investment Proposal, Roycian will perform additional due diligence with a view to better assessing the prospects of the investee company. Subject to completion of satisfactory due diligence, Roycian in its capacity as a sub-threshold AIFM will establish an alternative investment fund to invest in the investee company and seek out commitments from Investors.
4.3 Whilst we may provide you with Investment Proposals from time to time, we accept no responsibility if, for whatever reason, you do not receive such Investment Proposals. Nor does Roycian accept any responsibility for any Investment Proposal that fails to pass due diligence.
4.4 We reserve the right to withhold Investment Proposals from any Corporate Finance Contact for whatever reason.
5 Cancelling your registration with us
5.1 You may cancel your registration with us at any time by contacting us at firstname.lastname@example.org or writing to us at 119 Park Road, Chandlers Ford, SO53 1HX.
5.2 We reserve the right to cancel your Corporate Finance Contact status at any time.
5.3 Once you cease to be a Corporate Finance Contact we will no longer provide the services set out in these Terms, although any of your investments made prior to your termination will not be affected.
6 Investment Proposals
6.1 Any Investment Proposal provided to you, and any supplementary information related to the investment opportunity, will be prepared by Roycian Ltd, based on information provided by the target company, its directors, management, employees and shareholders and from other third-party sources. Roycian Ltd accept responsibility for the information contained in such documents. To the best of the knowledge and belief of Roycian Ltd (who will have taken all reasonable care to ensure that such is the case) the information contained will be in accordance with the facts as they are known to us, and there will be no other facts known to us the omission of which would materially affect the import of such information.
6.2 To the extent Roycian provides information to prospective investors this is for information only and does not constitute any form of investment advice. Investors must make their own decision with regards to any investment, after seeking independent advice if needed. No representation or warranty, express or implied, is made or given by or on behalf of Roycian or any of its directors, officers, employees, agents, affiliates, advisors or any person acting on their behalf.
6.3 You must make your own examination of the legal, taxation, financial or other consequences of any investment. Nothing in any Investment Proposal constitutes legal, financial, tax or other advice and any such document will not take into account the particular investment objectives, financial situation, taxation position or needs of any person and, if in any doubt about the proposal discussed in the Investment Proposal, its suitability, or what action should be taken, you should consult a person authorised and regulated by the FCA under FSMA and qualified to advise on investments.
6.4 The Investment Proposal is confidential and may not be copied or distributed by recipients and may not be distributed by any means including electronic transmission, in, into or from Canada, Australia, New Zealand, South Africa or Japan, or any other state or jurisdiction in which release, publication or distribution would be unlawful. Therefore, persons who come into possession of any Investment Proposal and any accompanying documents should inform themselves about and observe any applicable requirements. Any failure to comply with this restriction may constitute a violation of the laws of any such jurisdictions.
IMPORTANT: ANY INVESTMENT MADE VIA ROYCIAN LTD WILL INVOLVE A SIGNIFICANT DEGREE OF RISK AND MAY NOT BE SUITABLE FOR ALL INVESTORS. PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY WHETHER ANY INVESTMENT PROPOSED OR PRESENTED BY ROYCIAN LTD IS SUITABLE IN THE LIGHT OF THEIR PERSONAL CIRCUMSTANCES AND THE FINANCIAL RESOURCES AVAILABLE TO THEM. YOU MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF YOUR INVESTMENT FOR AN INDEFINITE PERIOD AND BE ABLE TO WITHSTAND A TOTAL LOSS OF ANY INVESTMENT MADE VIA ROYCIAN LTD.
7.1 Investment Proposals in relation to an investment opportunity are only made available to registered Corporate Finance Contacts.
7.2 Investment Proposals are provided to Corporate Finance Contacts on a strictly confidential basis
7.3 You agree:
- to keep the information contained in the Investment Proposal confidential;
- to use the information in the Investment Proposal only for the purposes of considering and evaluating the investment opportunity contained within it for your own investment purposes;
- not to directly or indirectly disclose such information (or allow it to be disclosed) to any person without our prior written permission; and
- to take all reasonable steps to ensure that no person gains access to such information unless authorised by us.
8 Data Protection and Privacy
9.1 You should be aware that a higher degree of risk is generally attached to our investments. We do not provide advice or make personal recommendations and we do not and cannot guarantee that any particular investment will be suitable to your individual situation. You should make the decision to invest in an opportunity wholly in reliance upon your own experience and expertise or, if appropriate, after consultation with your independent financial advisor.
9.2 You should note that the investments are generally illiquid until the exit point and the value of any investment may go down as well as up. Past performance is not an indicator of future performance. We do not guarantee that you will receive back the full amount that you invest, nor do we guarantee dividends and returns. It is possible that you could lose your entire investment. You should ensure that you have sufficient liquidity to bear this risk before considering any investment.
9.3 We will provide our services with due care, skill and diligence. Any information received from businesses looking for investment will be verified as far as it is reasonably possible for us to do so.
9.4 We do not provide tax advice to you, as we are not qualified to do so. If we provide notes on the tax implications of any investment, such notes will not constitute specific advice and will be of a generic, information only nature. You should always seek advice from a qualified tax specialist, before investing.
9.5 We accept our liability for personal injury or death which is caused by our negligence and for our fraudulent misrepresentations.
9.6 Subject to Clause 9.5 we shall not be liable to you for: any indirect, consequential, special or punitive loss, damage, costs or expenses; any depletion of goodwill; any loss of reputation; any loss of profit; any loss of business; or any loss or damage to or corruption of data.
9.7 Our total liability in relation to these Terms and Conditions is limited to £100,000. This Clause 9 set outs our entire financial liability to you (including any liability for the acts or omissions of our employees, agents and sub-contractors) arising out of or in connection with any Investment you make in connection with us.
10.1 Unless otherwise stated our contact details for communications with us are to Del Huse at 119 Park Road, Chandlers Ford, Hants, SO53 1HX, email email@example.com. We will inform you as a registered Corporate Finance Client if such addresses change from time to time.
10.2 Your registration as a Corporate Finance Client will be governed by these Terms to the exclusion of all other terms and conditions. If any part of these Terms is found by a court to be invalid or unenforceable, its invalidity or unenforceability shall not affect the other provisions of these Terms, which will continue to have effect. No waiver by any party of any breach of any provision shall be considered as a waiver of any subsequent breach of the same provision or any other provision. No failure or delay in exercising any right under these Terms shall prevent the exercise of that or any other right.
10.3 Tax regulations require us to collect information on each client’s tax residency at the time of that client’s first investment. In certain circumstances we may be obliged to share information on your account with HMRC. You are obliged to inform us promptly of any changes to previous information provided to us in respect of the above.
10.4 No variations to these Terms shall be effective unless made in writing and signed by or on behalf of both of us.
10.5 You may not assign or transfer any benefit, interest or obligation under these Terms.
10.6 No person, other than you or us, may enforce or rely upon these terms under the Contracts (Rights of Third Parties) Act 1999.
10.7 These Terms and any claim or dispute arising out of or in connection with their subject matter information (including non-contractual claims or disputes) shall be governed by English law and both of us submit to the non-exclusive jurisdiction of English courts in relation to any claim or dispute arising out of or in connection with their subject matter or formation (including non- contractual claims or disputes).
Current Revision: 10th September 2021