1. RUFFENA VENTURE FINANCE LIMITED
- Ruffena Venture Finance Limited (company number 11890316) is an appointed representative of Share In Ltd (ShareIn) which is authorised and regulated by the Financial Conduct Authority under firm reference number 603332. Our registered office is at Paragon House, Lyncombe Vale Road, BA2 4LS. References in these Terms and Conditions to Ruffena, RVF, we, us and our are to Ruffena Venture Finance Limited.
- Investors can invest in opportunities identified by RVF by becoming a member of the RVF platform. Membership to the RVF platform is obtained by invitation only and any invited investors must register through our website www.ruffena-venture.finance (the Website). We provide members with details of potential investments. Information pertaining to such investments are set out in information memoranda or offer documents on our Website.
- Any information provided to members by RVF in relation to investments is provided on a strict, non-disclosure basis. Membership of the RVF platform is contingent on maintaining confidentiality in relation to all potential investments and associated details. Members may share information from the Website with their professional advisors but shall be responsible for any breach of confidentiality by such professional advisors.
- We offer investments in underlying borrowers to members via special purpose vehicles, which are wholly owned subsidiaries of Ruffena. You should read and understand the features of each particular investment, as described in the relevant offer document and associate information available in the data room on the Website, before deciding whether to invest. Investments may, without limitation, include (i) shares which provide direct exposure to movements (up or down) in the value of the underlying borrower over time and (ii) debt instruments including loan notes, which offer a fixed return that is dependent on the financial strength of the underlying borrower to service repayments under their loans and subsequently finance repayments under the loan notes.
- Investments are only available to persons who fall within certain categories of investor who are eligible to acquire speculative illiquid securities. For individual members, this entails making certain declarations to RVF on the RVF platform. Only members can receive offers for investment through the Website.
- If you are eligible for membership, you can invest online and receive certain information relating to the investments, including the offering document relating to each specific investment. Your investment subscriptions and any investment returns shall be held by [ShareIn in a client bank account][Barclays Bank plc] pursuant to clause 4. ShareIn is a party to these Terms and Conditions.
- We will treat all members as retail clients for the purposes of the Financial Conduct Authority's rules (retail clients receive the highest degree of regulatory protections under those rules).
- We make details of investments available to RVF members by email and through our Website.
- In order to become a member of Ruffena, you will need to apply to join and be approved by us. We reserve the right to reject applications on such grounds as we see fit, including, without limitation, your knowledge and understanding of investing, your financial status, your capacity to be bound by these Terms and Conditions or the jurisdiction in which you live or are a citizen.
- Provided that we accept your application to become a member, you will then be able to view the offers for investment available through the Website.
- Your application for membership should be completed in the name of the same person or organisation, as the case may be, that will invest.
- You will be required to provide personal details and a password to register as a member, which are unique to your individual RVF membership and are not transferable. Your registration details and password are how we identify you and you must keep them secure at all times.
- You are responsible for all information and activity on the Website by anyone using your details. If you authorise an agent, family member, employee or sub-contractor to use your RVF account, you will be responsible for their activity on the Website. Any breach of security, loss, theft or unauthorised use of your security details must be notified to us immediately. We reserve the right not to act on your instructions where we suspect that the person logged into your RVF account is not you or we suspect illegal or fraudulent activity or unauthorised use.
- You agree not to adapt or circumvent the systems in place in connection with the Website, nor access our systems other than by using the credentials assigned to you and by following the instructions that we have provided for that type of connection.
3. BUYING INVESTMENTS
- If you wish to subscribe for an investment, you will need to specify the size of the investment you wish to make and place funds in your ShareIn client account (as described in Condition 4 below).
- Whether we choose to accept your application to invest will be at our absolute discretion, even if you are a member and satisfy our eligibility criteria, for example, but without limitation, because the offer is over-subscribed or under-subscribed or because of legal or regulatory matters. The allocation policy for each investment is based on a first-come-first-served basis, by reference to the time we receive your subscription payment. If it is not possible to allocate investments to you, your subscription monies will remain in your ShareIn Client account (where they can be used to fund subscription to other investments) unless you provide us with instructions to return the monies to you.
- All investments will be governed by the terms of the relevant Instrument; your Investment Application; the relevant offer document or information memorandum; and these Terms and Conditions. To the extent that there are any inconsistencies between these documents, the provisions of the Investment Application shall prevail over the Instrument, which shall prevail over the relevant offer document or information memorandum, which shall prevail over these Terms and Conditions.
- We do not provide investment advice, legal advice or tax advice. In particular, we will not assess the suitability of an investment in light of your personal circumstances and you are responsible for making your own investment decisions. If you are in any doubt as to your own personal circumstances, you should seek such advice from an appropriately qualified professional. RVF shall not act as agent for any member.
- We will not facilitate investment where we are aware that it is illegal, although it is your responsibility to ensure that you have complied with any relevant legal or regulatory restrictions that would prohibit you from investing.
4. HOW YOUR MONEY AND INVESTMENTS ARE HELD
- If we accept your application to make an investment, we will provide you with Client account details into which you should transfer your subscription amount (your ShareIn Client account). Payment must be made from a bank or building society account in your name whose details you provide to us and which we have accepted (your Nominated Account), into your ShareIn Client account, where subscriptions will be held pending investment.
- Your ShareIn Client account will be held by administered by ShareIn as a client account which is maintained separately from ShareIn’s own money in accordance with the rules of the Financial Conduct Authority. ShareIn will make payments to and receive them from the SPV issuers on your behalf. ShareIn maintains records of the individual entitlements of each member and Issuer for these purposes.
We or ShareIn can refuse, reverse or freeze any payment made to a client
account or Nominated Account if:
- we know, or have reasonable reason to suspect, that accepting the payment would be in breach of any applicable law or regulation;
- we suspect illegal or fraudulent activity or unauthorizing use in regard to a client account; and/or
- you are unable to provide us with documentation to verify that the external account is validly held in your name.
- If the fundraising target is met in relation to an investment, loan notes issued by the relevant SPV issuer will be allocated to you in value equal to the entire amount or a fraction of the amount of subscription that you requested. ShareIn shall arrange for your investments to be issued to you by paying the subscription amount from your Client account to the pooled account and the corresponding investments shall be registered in your name. Any of your subscription which is not allocated to investments will be kept in your Client account pending your instructions.
- ShareIn will pay any fees owing to RVF, itself and other services providers (if any) out of a RVF pooled account (the pooled account). RVF shall not be responsible for the discharge of ShareIn’s obligations in respect of holding client money under these Terms and Conditions.
- We or another person selected by us may take over control of the pooled account at any time provided that we or they have appropriate regulatory permissions to hold client money and you authorise ShareIn to transfer any monies it holds for you in the pooled account to us or to such other person upon our instructions in those circumstances without seeking your express instruction to do so. We will notify you of any such transfer through your dashboard on the Website.
- Your investments will not generally have voting rights attached to them, but you will be entitled to vote on any amendments we may propose to the Instrument.
- You may request any of your cash that has not been allocated to an investment, including investment returns, to be paid back into your Nominated Account. If you wish to change your Nominated Account, you may request to do so by email providing us with your proposed alternative account. Any alternative account must be in your name and be held with a bank or credit institution that is acceptable to us.
- Payments to you will be made after deduction of any relevant tax. Regardless of whether we withhold tax, it is your responsibility to account for any taxes that may be payable to the appropriate authorities.
- You can view details of the investments and money in your portfolio through the Website.
- If you want ShareIn to hold money that has not been allocated in your Client account in order to invest in future opportunities, you may do so. No interest is payable on money held in your Client account and no fees are charged in respect of establishing the account.
- The capital and interest repayments that are due to you will be received into your Client account and you will receive email notification of such payments. Your money will not be paid out to you or re-invested unless you provide us with express instructions. If balances have sat on your account for a long period of time, we may contact you to seek your instructions. We may introduce the option to of auto-re-investment or auto-distribution in the future.
- We can co-ordinate and assist you in collecting and enforcing payment on to you of sums owing from the SPV issuer, or the underlying borrower, as the case may be.
5. SELLING INVESTMENTS
- There is no established secondary market for investments available through the Website and so you should normally expect to hold your investments until the redemption date for the loan notes you have invested in, or beyond, if there is a significant default by the underlying borrowers on the underlying loans.
- If you find a buyer for your investments, you may sell them through us by providing us with details of the purchaser, the price to be paid and the number of investments to be sold. The buyer must become an approved member of the RVF platform (membership shall not be unreasonably withheld). We will not be responsible for promoting investments to the purchaser, but we may provide them with information that has been made available to other members as a condition of registering the transfer.
- We may (but are not required to) offer a bulletin board on the Website to assist members to buy and sell investments amongst themselves from time to time. Where we offer this service, we will facilitate transactions that a buyer and seller have agreed between themselves and have notified us of through the Website.
- Any payments due to or from you shall be made through your RVF account in the same way as for investment subscriptions, as set out in Condition 4, except that the transaction shall take place between you and another member, rather than with an SPV issuer.
- We may charge fees for registering transfers as set out on the Website.