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Disclaimer
If you are in any doubt about the action you should take or the contents of this document, you should contact your
stockbroker, solicitor, accountant, bank manager or other professional advisor authorised by the Financial Conduct
Authority to conduct investment business and who specialises in advising on investment in bonds, shares and other
securities, including unlisted securities.
This document (the Invitation or Invitation Document) constitutes an invitation to subscribe for bonds
(Pocket Living Bonds) issued by Pocket Living (Q1 2015) PLC (the Issuer) on the terms and conditions set out
in this Invitation. Investors should not subscribe for any of the Pocket Living Bonds referred to in this Invitation
Document except on the basis of the information published in this Invitation and the Instrument dated 09/03/2015
constituting the Pocket Living Bonds of the Issuer (the Instrument), the terms of which are set out on pages 23 to
28 of this Invitation Document. Your attention is particularly drawn to the Key risks which are set out on pages 21
and 22 of this Invitation. Prospective investors should consider carefully whether an investment in Pocket Living
Bonds is suitable for them in the light of their personal circumstances. Pocket Living Bonds are an unsecured debt
of the Issuer and they may not be a suitable investment for all recipients of this Invitation. Pocket Living Bonds are
not transferable or negotiable on the capital markets and no application is to be made for Pocket Living Bonds to
be admitted to listing or trading on any market. Investment in an unquoted security of this nature, being an illiquid
investment, is speculative, involving a high degree of risk. It will not be possible to sell or realise Pocket Living Bonds
before they mature or to obtain reliable information about the risks to which they are exposed. There is no certainty
or guarantee that the Issuer will be able to repay the Pocket Living Bonds.
This Invitation, which is a financial promotion for the purposes of Section 21 of the Financial Services and Markets
Act 2000 (FSMA), is issued by the Issuer which accepts responsibility for the information contained herein. This
document has been approved as a financial promotion for UK publication by Crowdcube Ventures Limited of The
Innovation Centre, University of Exeter, Rennes Drive, Exeter, Devon EX4 4RN (Crowdcube), which is authorised
and regulated by the Financial Conduct Authority. Crowdcube is registered on the Financial Conduct Authoritys
Register with registered number 572026. Crowdcube is acting exclusively for the Issuer in connection with the issue
of Pocket Living Bonds and no one else, and will not regard any other person as its customer nor be responsible to
any other person for providing the protections afforded to customers of Crowdcube or for advising any such person
in relation to the issue of Pocket Living Bonds.
All documents, payments or electronic information and communications sent by, to or from you or on your behalf will
be sent entirely at your own risk.
This Invitation does not constitute a prospectus to which the Prospectus Rules of the Financial Conduct Authority
apply. Therefore, this Invitation and the Instrument have not been approved by the Financial Conduct Authority or
any other regulatory body. You should ensure that you have read and understood all of this Invitation Document
before applying for Pocket Living Bonds. If you are in any doubt as to the contents of this Invitation, or whether
subscribing for Pocket Living Bonds is a suitable investment for you, you should seek your own independent advice
from an appropriately qualified advisor authorised under the Financial Services and Markets Act 2000 and who
specialises in advising on the acquisition of unlisted securities.
This Invitation Document does not constitute an offer to sell, or the solicitation of an offer to buy, Pocket Living
Bonds in any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for distribution into
the United States or Canada. Pocket Living Bonds have not been and will not be registered under the applicable
securities laws of the United States or Canada and may not be offered or sold within the United States or Canada
or to any national, resident or citizen of the United States or Canada. The distribution of this Invitation Document
in other jurisdictions may be restricted by law and therefore persons into whose possession this document comes
should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdictions.
Whats inside
Pocket in numbers
Pockets product
10
12
13
14
Funding
16
Financials
17
Pocket Q&A
20
Key risks
21
22
Pocket was born 10 years ago out of a belief that the London housing
market was becoming distorted. The ambitious young workers who
make London one of the most exciting places to live on earth, were
being caught in a housing trap where they earned too much for social
housing but not enough to afford the rampant private housing market.
House prices in London have risen substantially since the financial crisis of 2008 with
the average home now breaking the 500,000 mark, and wages over the same period
have failed to keep pace. This is hurting the people that make up the businesses that
contribute to Londons success. We see that the Government is desperately trying to
catch up on the lost decades of social house building, and that private developers are
maximising output and value by building in London and selling globally. In our opinion,
nobody is fighting the corner of the young workers in London who are trapped in the
middle except Pocket.
My co-founder Paul and I always believed that the market could deliver an affordable
housing product for this crucial target audience and we are committed to ensuring that
we deliver against our social mission as well as our financial targets. We have wrestled
the London planners and policy makers to get ourselves heard. In 2014 both leading
political parties in the UK called for a focus on this Intermediate sector and Pocket
is now accepted in many London boroughs.
Richard Blakeway, Londons Deputy Mayor for Housing, Land and Property, says At the
moment only about 1.7% of Londons housing stock is intermediate. We see the potential
for a significant expansion of that for it to become a tenure that is more mainstream.,
and research has shown that 70% of London households earn under 50,000 per year.
So the demand for affordable intermediate housing far outstrips the supply and Pocket
is a pioneering private affordable developer in the sector. The Greater London Authority
has provided us with a 21.7m loan facility for 10 years which demonstrates their belief
in our product and that has been supplemented by a 30m secured debt facility from
Lloyds Bank, which Pocket intends to use to deliver a target of 4,000 new homes by
2023. This has allowed Pocket to move forward in great strides, and we are now looking
to expand our operations and capital financing further. As the opportunities grow, so do
the resources required to meet them. The team is expanding at a measured pace and
we have a strong and experienced leadership team who are prepared to take the
business forward.
Last year was an incredibly exciting year for Pocket and our hard work is starting to bear
fruit. Next year will see our biggest single year of unit delivery and we will be building
on more sites than ever before. I hope you agree that the Pocket Living Bond offers an
exciting opportunity to get involved with a worthwhile business.
Marc Vlessing
Pocket CEO
www.pocketliving.com
1m
Minimum to raise
0.5m
Maximum to raise
1.5m
Bond term
4 years
7.5%
Quarterly
500
GLE *
Marc Vlessing
CEO
47.5%
5%
47.5%
The
Guarantors
100%
100%
100%
Pocket Living
(Greenwich Peninsula) Limited**
**
90.5%
100%
Mini-bondholders
Repayments
GLE (Greater London Enterprise Ltd) is an active supporter of small businesses in the UK, and has a 5 per cent stake in Pocket.
The GLE Group members are the 33 London boroughs, although GLE is commercially and constitutionally independent and
receives no public subsidy. The GLE also has a loan convertible in an additional 5% of Pocket Living Limited shares.
Non trading
Pocket Living Bonds will be issued by Pocket Living (Q1 2015) PLC (or
the Issuer), a wholly owned subsidiary of Pocket Living Limited which
has provided a Guarantee (please see page 26, clause 12, for details)
for the payment obligations of Pocket Living (Q1 2015) PLC for each
Pocket Living Bond.
Pocket Living Limited is the ultimate parent company of the Pocket
Group. It holds enough shares in its subsidiaries to control their
management and operation and is responsible for the Groups overall
business strategy and performance. As a result, it is dependent
on the financial performance of its subsidiaries and intercompany
payments to meet its debt obligations including its ability to fulfil
its obligations under the present Guarantee.
Pocket Living Limited conducts all of its operations related to
GLA-funded schemes through Pocket Living (2013) LLP which has not
Proceeds
Pocket in numbers
38m2
154
450
4,000
95%
1.5m
Owned by founders
and management
145,300
17,334
596,000
Average price
of a London home
264,000
20-40%
Maximum price of
a Pocket home
Marc Vlessing
Co-founder & CEO
Marc has a background in City
corporate finance, company
management and venture capital.
Marc brings management,
marketing and strategic direction
to Pocket. Marc is also chairman of
ProVen Growth & Income VCT PLC.
Paul Harbard
Co-founder & Finance
Director
Paul is a Chartered Accountant
and was Finance Director of
Peabody Trust for 12 years. Paul
has a wealth of experience in
public sector housing and brings
a strong operational and practical
construction perspective to Pocket.
Nick Williams
Operations Director
Nick Cuff
Land Director
Lucian Smithers
Sales & Marketing Director
Ammar Al-Rikabi
Corporate Finance Director
1.
2.
3.
4.
5.
70%
70% of Londons households earn less than
50,000 p.a. which provides a huge area of
opportunity for an affordable house builder now
that the private market has become so expensive.1
Pockets product
Homes designed for the way we live today
10
Smart pricing
Smart communities
20% below
Western Road
Ealing, UB2
Due January 2016
Willingham Terrace
Camden, NW5
Due May 2016
ENFIELD
BARNET
HARROW
HARINGEY
WALTHAM
FOREST
REDBRIDGE
HAVERING
BRENT
CAMDEN
ISLINGTON
HACKNEY
BARKING &
DAGENHAM
HILLINGDON
EALING
HAMMERSMITH
& FULHAM
CITY OF
WESTMINSTER
KENSINGTON
& CHELSEA
CITY OF
LONDON
TOWER
HAMLETS
NEWHAM
SOUTHWARK
GREENWICH
HOUNSLOW
LAMBETH
RICHMOND
UPON THAMES
WANDSWORTH
BEXLEY
LEWISHAM
MERTON
KINGSTON
UPON
THAMES
BROMLEY
SUTTON
CROYDON
Wynne Road
Lambeth, SW9
Due April 2016
Marcon Place
Hackney, E8
Due May 2015
Completed developments
Developments in progress
Developments at pre-planning
13
14
Working in
11 boroughs
Today, Pocket is developing in seven London
boroughs and having active talks about land
provision in another four.
15
Funding
Raising the money for Pockets schemes
Funding requirements
In view of Pockets rapid growth as a result of funding from
the GLA and Lloyds Bank, the Directors believe that it is
important for the company to have adequate capital to meet
operational costs as well as retain a cash contingency to
meet unforeseen expenditure. This is what the proceeds
of the Pocket Living Bond issue will fund.
If the money raised through the Pocket Living Bond issue
exceeds the estimated funding requirement, any surplus
issue will be re-invested into future schemes.
21.7m
30m
*As of January 2015, and reported to the GLA (excluding Marcon Place).
16
Financials
Consolidated financials
All figures in 000s unless otherwise indicated
Year-end 30th September
Historical financial performance, included in the sections below, and facts, beliefs or assumptions derived from
these, do not predetermine the future financial performance of the company. Forecasts and projections contained
in the sections below are no more than that and should not be interpreted as a guarantee of the companys future
performance. The figures shown in the consolidated financial statements on pages 17, 18 and 19 present an aggregated
view of the financial position of the Pocket Group, including the Guarantors and Pocket Living (2013) LLP, which is not
a Guarantor. Moreover, those figures have been rounded and may show very small differences when added up.
Housing units
Actual
2012
2013
Projected
2014
2015
2016
2017
2018
2019
Sales
N/A
N/A
N/A
31
258
230
296
330
Work In Progress
N/A
N/A
289
488
526
626
660
720
2016
2017
2018
2019
The figures shown are part of the consolidated financial statements presenting an aggregated look
at the financial position of the Pocket Group, including the Guarantors and Pocket Living (2013) LLP.
Income statement
Revenue
Cost of sales
Actual
Projected
2012
2013
2014
2015
1,216
1,017
2,173
856
61,756
61,384
70,658
77,550
259
608
235
436
55,882
49,696
62,725
68,939
Gross margin
957
409
1,938
420
5,875
11,688
7,934
8,611
Operating expenditure
407
795
3,610
2,959
3,160
3,207
3,341
3,501
EBITDA
550
-386
-1,672
-2,539
2,715
8,481
4,593
5,110
266
205
120
120
60
550
-386
-1,672
-2,805
2,510
8,361
4,473
5,050
Financing costs
Profit before Tax (EBT)
Corporation Tax
92
-92
1,279
895
1,010
458
-294
-1,672
-2,805
2,510
7,082
3,578
4,040
Change in Goodwill
1,000
1,500
-541
-541
-541
1,300
458
2,006
-172
-2,805
2,510
6,541
3,037
3,499
The figures shown are part of the consolidated financial statements presenting an aggregated look
at the financial position of the Pocket Group, including the Guarantors and Pocket Living (2013) LLP.
After securing funding from the GLA and Lloyds, Pocket increased
its operational capacity to develop more sites than it had previously.
As a consequence, operating expenditure increased substantially
in 2014, with Pocket expanding its team and infrastructure to drive
future growth.
Pocket is expected to deliver c.450 homes in the next two years
(including sites under development). One of the key developments
driving sales between 2015 and 2017 will be a scheme in
Wandsworth. From 2017 to 2019 Pocket is projecting the delivery
of more than 600 affordable homes using GLA and Lloyds funding.
In summary, Pocket revenue is driven by the sales of affordable and
open market homes as well as the development management fees
received from the GLA.
The price of affordable homes is typically determined as the lower
of (1) the market value of the home discounted by 20% and (2) a
formula based on the earnings of the intermediate market. An
example is a Pocket one bedroom home, where the market value of
an equivalent property is 280,000. Here, the discount to market
price would be 224,000 (calculated by discounting the market
value by 20%), rather than the price based on earnings which would
be 264,000 (calculated by a factor of 4, multiplied by a gross
17
Financials cont.
Balance sheet
Actual
Projected
2012
2013
2014
2015
2016
2017
2018
2019
269
88
915
1,064
630
450
3,858
3,376
7,902
10,799
15,065
21,738
Total
269
88
915
1,064
8,532
11,250
18,924
25,114
41,784
Assets
Current Assets
Cash
Unrestricted
Restricted
Fixed Assets
Work In Progress
343
379
5,876
41,567
31,924
44,305
41,897
Goodwill
418
1,350
2,707
2,707
2,707
2,166
1,624
1,083
Total
761
1,729
8,583
44,274
34,631
46,470
43,521
42,866
1,030
1,817
9,498
45,338
43,163
57,720
62,445
67,980
3,183
Total Assets
Liabilities
Current liabilities
Corporation Tax
Net liabilities
Total
92
1,279
2,173
-85
-37
212
212
212
212
212
212
-37
212
212
212
1,491
2,386
3,396
Debt
GLA loan
6,197
20,386
21,700
21,700
21,700
21,700
Bank debt
427
23,301
17,218
25,743
26,536
29,063
0
1,500
1,500
1,500
1,500
Shareholder loans
Crowdcube mini-bond
1,816
641
1,621
1,702
1,787
Total
1,816
641
8,245
46,890
42,206
48,943
49,736
50,763
1,823
604
8,457
47,102
42,418
50,434
52,122
54,158
Total Liabilities
Shareholders Equity
Retained earnings
Total Liabilities and Shareholders Equity
-793
1,213
1,041
-1,764
746
7,286
10,323
13,822
1,030
1,817
9,498
45,338
43,163
57,720
62,445
67,980
The figures shown are part of the consolidated financial statements presenting an aggregated look
at the financial position of the Pocket Group, including the Guarantors and Pocket Living (2013) LLP.
18
Financials cont.
Cash-flow statement
Actual
Projected
2013
2014
2015
2016
2017
2018
2019
2,006
-172
-2,805
2,510
6,541
3,037
3,499
-92
1,279
895
1,010
48
249
1,962
77
-2,805
2,510
7,820
3,931
4,509
Total
Cash-flow from Investment
-/+ Change in Work In Progress
-36
-5,497
-35,691
9,643
-12,380
2,407
114
-932
-1,357
541
541
541
Total
-968
-6,854
-35,691
9,643
-11,839
2,949
655
6,197
14,189
1,314
427
22,874
-6,083
8,524
794
2,526
-1,500
1,500
-1,175
980
81
85
-1,787
Total
-1,175
7,604
38,644
-4,684
6,737
794
1,026
-181
827
149
7,468
2,718
7,674
6,190
Net Cash-flow
Cash balance
Begin
End
269
88
915
1,064
8,532
11,250
18,924
88
915
1,064
8,532
11,250
18,924
25,114
The figures shown are part of the consolidated financial statements presenting an aggregated look
at the financial position of the Pocket Group, including the Guarantors and Pocket Living (2013) LLP.
19
Pocket Q&A
All the important questions
and answers
What happens if I
change my mind?
20
If I die what
would happen to
my Pocket Living
Bonds?
In that unfortunate event,
your estate would be able to
redeem your Pocket Living
Bond(s) early.
Can Pocket
prematurely
redeem the Pocket
Living Bond?
Yes. We reserve the right
to redeem the Bonds at any
point during the initial 4
year term or thereafter.
Is the rate of
return fixed?
Yes. The rate of return will
remain fixed at 7.5% per
annum in cash. However, tax
is payable on the interest
rate and your actual return
will depend on the rate of
tax you pay.
Can a company
invest in the
Pocket Living Bond?
Yes, companies are eligible
to buy Pocket Living Bonds.
There may be specific tax
implications you need to
consider, so we strongly
recommend you speak to
a financial advisor.
What taxes do
I need to pay?
For all information about
tax, please see the Tax
section on page 22.
Should I discuss
this investment
opportunity with a
financial advisor?
We strongly recommend
that you do.
I like it how
do I apply?
Simply enter the amount
you wish to invest on the
pitch page (where you
downloaded this document
from). Youll then need
to set up a Direct Debit
payment, and thats it! For
more information on how
this process works turn to
page 22.
Key risks
Funding risk
Macro risk
Planning risk
A developer may not receive planning approval from a
local authority for a property scheme to the specification
applied for. A specification may also be approved but may
mean the scheme itself is no longer economically viable,
and the planning process may be delayed or take longer
than anticipated. While those risks are inherent to all
property developers, Pocket is mitigating them by making
pre-applications and carefully considering whether a
development is achievable and affordable. Moreover, our
longstanding relationships with the GLA and local London
boroughs enable Pocket to better understand their planning
objectives and requirements.
21
Operational risk
Operational risks may disrupt Pockets work and result in
increasing internal costs, project delays, aborted projects and/
or project cost increases. These risks may be related to:
The capacity of our staff and systems to develop sites into
homes and subsequently sell them.
Our ability to source land acquisition opportunities and
generate value.
Our ability to retain key members of our management team.
Since the start of operations, Pocket has focused on
maintaining the best codes of practice in and out of
the office. We made sure we recruited talented staff
and provide them with adequate tools to perform their
duties. Moreover, the ability to identify key market trends
as described in this document, and our longstanding
relationships with a number of local authorities, ideally
position us to deliver on our promise.
Tax
Investors are advised to take their own tax advice on the tax
consequences of acquiring, holding and disposing of the Pocket Living
Bonds. The comments below are of a general nature and are based
on current United Kingdom law and practice. They relate only to the
United Kingdom withholding tax treatment of interest payable on the
Pocket Living Bonds. The comments do not deal with any other United
Kingdom tax implications of acquiring, holding or disposing of Pocket
Living Bonds, and relate only to the position of Investors who are the
absolute beneficial owners of the Pocket Living Bonds. Tax treatment
depends upon individual circumstances and may be subject to change
in the future.
For UK resident individuals, payments of interest on the Pocket
Living Bonds will be subject to deduction of United Kingdom income
tax at the basic rate (currently, 20%), subject to the availability of
any domestic law exemption. The Issuer will make the necessary
arrangements to deduct and pay basic rate tax due from your interest
payment direct to HMRC. For investors who are non-taxpayers,
interest payments will still be paid net of tax and a tax certificate
will be issued to the relevant investor after each interest payment.
For a corporate investor or charity, in each case resident in the UK
for corporation tax purposes, the quarterly interest payment will be
paid gross without any withholding of tax at source from the interest
paid. Interest on the Pocket Living Bonds may be subject to additional
United Kingdom income tax or corporation tax by direct assessment,
depending on the circumstances of a particular Investor.
Crowdcube investment process
Investing on Crowdcube has been designed to be a straightforward
process. Simply enter the amount of money you wish to invest in the
box that says Enter Amount and click on the Invest now button. You
will then be asked to provide your payment details.
Crowdcube works on an all or nothing basis. That means that unless
the Pocket Living Bond reaches its minimum target, no investor money
will be taken and no charges are ever incurred. When you enter your
payment details using GoCardless you create a one-off Direct Debit
which we will collect when the fundraise closes. We will notify you by
email when this will be so you can ensure the correct funds are in your
account. There is no charge for investors for this payment.
By creating a Direct Debit rather than simply taking the money
when you invest, we enable you to keep hold of your money until the
fundraising is completed. It also means we can quickly and efficiently
process payments on a large scale.
22
Directors
the board of directors of the Issuer from time to time;
Instrument
this instrument;
Interest Payment Date
the date falling (i) three months, (ii) six months, (iii) nine months and
(iv) twelve months, following the Commencement Date and (v) the
same date of each subsequent three months up to and including the
date on which the Pocket Living Bonds are finally redeemed;
Interest Rate
a fixed rate of 7.5% gross interest per annum;
Register
the register of Bondholders maintained by the Issuer as provided for
in Clause 11;
TERMS:
1. Definitions and Interpretation
1.1 The following words have these meanings in this Instrument unless
a contrary intention appears:
Aggregate Nominal Amount
in respect of the Pocket Living Bonds in issue at any time, the
aggregate principal amount of the Pocket Living Bonds outstanding
at that time and/or all accrued interest thereon;
Bondholder or Bondholders
the person(s) from time to time entered in the Register as the holders
of the Pocket Living Bonds;
Business Day
a day other than a Saturday or a Sunday on which banks are open for
business in London;
Certificate
a certificate evidencing title to the Pocket Living Bonds substantially
in the form set out in the Schedule;
Commencement Date
the date on which the Pocket Living Bonds are first issued;
Crowdcube
Crowdcube Ventures Limited or such alternate entity appointed from
time to time to provide services to the Issuer in connection with the
Pocket Living Bonds and the Register;
Crowdcube Portfolio
the portion of the website provided by Crowdcube wherein
Bondholders can manage Pocket Living Bonds;
Default Event
has the meaning given to that term in Clause 6.1;
23
Registered Office
the registered office of the Issuer from time to time; and
Repayment Date
subject to pre-payment by the Issuer in accordance with the terms
of this Instrument, at the option of the Bondholder the later of (i)
the fourth anniversary of the Commencement Date, and (ii) any
subsequent anniversary of the Commencement Date (or if such date
does not fall on a Business Day, the next Business Day) provided that
the Bondholder has completed a notice of redemption six months
prior to the relevant repayment date in accordance with clause 4.1.
1.2
(a)
the singular includes the plural and vice versa and any gender
includes the other gender;
(b)
(c)
(d)
a reference to:
(i)
(ii)
4.
4.1
(f)
(g)
4.2
(h)
(a)
2.
(b)
2.1
2.2
2.3
4.3
2.4
4.4
5.
5.1
6.
Default Events
6.1
(a)
an order is made or an effective resolution passed for windingup or liquidation of the Issuer (otherwise than for the purposes
of or in the course of a solvent re-organisation, reconstruction
or amalgamation); or
(b)
2.5
3. Interest
3.1
3.2
3.3
24
if, at any time and for any reason, any amount due to the
Bondholders pursuant to this Instrument, whether principal or
interest, is not paid by the Issuer and such non-payment is not
remedied within fifteen (15) Business Days of the due date for
payment by the Issuer; or
(d)
(e)
6.2 The Issuer will use reasonable endeavours to give notice to the
Bondholders of the happening of any Default Event within ten
(10) Business Days upon becoming aware of the same. If any
Bondholder shall waive in writing its right of repayment of the
Aggregate Nominal Amount due to it, the Pocket Living Bonds
held by such Bondholder shall remain outstanding.
Transfer
10.
Transmission
7.
Non-Conversion
Neither the principal amount of the Pocket Living Bonds nor any
accrued interest thereon shall be capable of conversion into
shares or other securities in the Issuer.
8.
Certificates
11.
8.1
11.1 The Issuer will at all times keep at its Registered Office, or
at such other place as the Issuer may have appointed for the
purpose, a register showing:
25
(a)
(b)
(c)
(d)
11.2 The Bondholder may at all reasonable times during office hours
inspect his/her details entered in the Register and take copies of
such details from the Register.
11.3 The Register may be closed by the Issuer for such periods and at
such times as it thinks fit but not more than thirty (30) days in
any calendar year.
11.4 Any change of Bondholder details, including but not limited to
name, email address or address on the part of the Bondholder
must be notified to the Issuer and Crowdcube and the Register
will be altered accordingly.
(b)
(c)
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(b)
(c)
that the sum demanded is due and payable by the Issuer, that all
conditions and demands prerequisite to the Issuers obligations
in relation to those Pocket Living Bonds have been fulfilled and
made, that any grace period relating to those obligations has
elapsed and that the Issuer has failed to pay the sum demanded;
(d)
(e)
(b)
the Pocket Living Bonds are held subject to and with the benefit
of the terms and conditions set out in this Instrument and
are binding on the Issuer and the Bondholder and all persons
claiming through or under them.
(b)
(c)
(d)
14.
(in case of the Issuer only) it has the power and authority to
issue the Pocket Living Bonds and to exercise its rights and
perform its obligations under the Pocket Living Bonds;
it has the power and authority to enter into this Instrument
and to exercise its rights and perform its obligations under
this Instrument;
it has taken all necessary corporate, shareholder and other
action to authorise the execution, delivery and performance
of this Instrument; and
it has been duly incorporated, constituted or amalgamated
and is validly subsisting and is in good standing under the laws
of the jurisdiction in which it is incorporated, constituted or
amalgamated.
Notice
(b)
(c)
(d)
Each party shall pay its own costs, charges and expenses
relating to the execution and implementation of this Instrument.
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16.
17.
(e) you are aware that it is open to you to seek advice from someone
who specialises in advising on investments;
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