Investor Terms and Conditions
These terms and conditions applies to Retail Investors and will come into force once you accept our terms and click the acceptance button when applying to become a client of Angel Corporate Finance Ltd (3672149). Angel Corporate Finance Ltd (“ACF, we, our or us”) provides an equity crowdfunding service under which companies (“Issuers”) offer shares, and investors accept those offers, via the AngelEQT website located at www.angeleqt.com (“Platform”).
The purpose of this client notice is to set out the basis on which ACF will provide services to you in relation to investment opportunities in shares. This is a non-advisory Agreement only. ACF through its platform AngelEQT will provide you with investment opportunities by providing you with Offer documents but will not provide you with any specific advice. If you wish to invest in any investment available in the Platform, you agree that your account will be introduced and held at the custodian and clearer Beaufort Securities Limited in the name of Angel Corporate Finance Ltd, which will be referred to as your custodian provider (“Beaufort or Custodian Provider”). ACF and Beaufort are both authorized and regulated by the Financial Conduct Authority (“FCA”) in the United Kingdom.
In providing you with this non-advisory Agreement, we deem you to be a Retail Client as defined by the FCA.
By clicking the acceptance button, you agree to the terms of this non - advisory Agreement and confirm that you have read and understand the risk warnings.
The Agreement shall commence on the date that we receive and accept all your correctly completed Account Opening Documentation.
Warning statement – United Kingdom
- Equity crowdfunding is risky.
- Issuers using AngelEQT’s facility include new or rapidly growing ventures. Investment in these types of businesses is very speculative and carries high risks.
- You may lose your entire investment, and must be in a position to bear this risk without undue hardship.
- English law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is important for investors to make an informed decision.
- The usual rules do apply to offers by issuers using AngelEQT’s platform to raise funds. You may however not be given all the information usually required. You will also may have fewer other legal protections for this investment.
- Ask questions, read all information given carefully, and seek independent financial advice before committing yourself to any investment.
Warning statement - Rest of the World
- If you reside - or access, receive or accept an Offer through the Platform - outside the United Kingdom, you represent and warrant that you are able to do so without contravening any applicable legal restriction in that other jurisdiction. If this applies to you, we or the Issuer may require further information from you and/or may refuse your investment.
1. Incorporation of other terms
By agreeing to this Agreement, you acknowledge that you have read, understood and agreed to:
- the AngelEQT Disclaimer
- the AngelEQT Full Risk Warning
You will be able to access the Platform fully, view Offers, access all financial promotion materials linked to each Offer and use our services once you have signed up with us by:
- providing us with your personal details, such as your name, date of birth and residential address; and
- we have notified you of your successful sign up.
While you are registered with us as an Investor, you must keep information provided to us up to date and notify us of any changes.
By completing the process of registration as an Investor, you confirm that you are at least 18 years.
If you are applying to register as an Investor from outside of the United Kingdom or if you are not a citizen or resident of the United Kingdom (“Overseas Investor”), you are solely responsible for ensuring that it is lawful for you to access and receive Offers and to make Investments. Each Investor who is, or becomes, an Overseas Investor indemnifies ACF and its employees, officers, agents and contractors from and against (without limitation) any losses, expenses, claims or costs (including out of pocket expenses and charges for our time) incurred as a result of the Overseas Investor’s failure to comply with this clause.
You may only sign up with us once. You must not create, or attempt to create, more than one sign up for yourself by using different email addresses or other identifying information.
You acknowledge that the Offers are not offers to the public in the United States, Canada or Japan, or any other jurisdiction where such an offer may be unlawful or require the Issuer, ACF or any other person to be registered or take any other step under the securities laws or otherwise of such jurisdiction.
3. Checks on Issuers
We (or our third-party service providers) will undertake limited preliminary checks on each Issuer and its directors and senior managers before we permit the Issuer to raise funds through our Platform.
If we consider that our Checks have disclosed any fact that we consider raises areas of concern about the Issuer or its directors or senior managers, we reserve the right to refuse to permit that Issuer to raise funds through our Platform or to withdraw any Offer at any time.
In addition to our Checks, we may, in our sole discretion and at any time (including after an Offer has gone live on our Platform), consider that an Issuer is not suitable for raising funds through our Platform, and accordingly refuse to permit that Issuer to use our Platform and our services to raise funds or withdraw any Offer at any time. This may arise due to, for example, our view of the interests and appetite of our investors, or the relative attractiveness of the proposed fund raising of the Issuer in relation to other offers or potential offers at that point in time.
4. ACF and its associated persons
You acknowledge that ACF, or any person associated with us (including our directors, employees or any other person we have a business relationship with) (associated person) may invest in any Issuer, or raise funds on the Platform. If ACF, or its associated person invests in an Issuer, or raises funds on the Platform, and you become aware of this, you may not rely on this fact when making a decision whether to invest. You confirm that any decision made by you to invest is not based on any representation, information, action, omission or otherwise of ACF or its associated persons.
5. Non-Advisory Agreement
The investment opportunities offered by ACF tend to be high risk investments that may not be readily realisable. These investments may need to be held in the medium to long term. Whilst ACF will make best endeavors to monitor your investments, it will still remain your sole responsibility to manage and monitor those investments.
We do not give you or any other person any investment, legal, tax, financial or other advice or recommendation in connection with your registration or any investments conducted through the Platform. We will therefore provide you with opportunities to invest in shares on a non-advisory basis only.
You are responsible for any decision you make to invest, or to not invest, in any Issuer and you acknowledge that you do so, having independently made all such investigations and taken all such professional advice as may be necessary to enable you to make an informed and independent decision. We have no liability to you or any other person under or in connection with that decision (whether in contract, tort including negligence, or otherwise) unless such liability primarily arises out of the fraudulent actions of us or willful breach by us of our obligations expressly provided for in this Agreement.
We will only act on your specific instructions. We will have no discretion in the operation of your account. Any instructions to trade through your Account Provider must be given to us in written/electronic form. Please note that our telephone conversations may be recorded and you will be notified in advance.
You must indemnify us and our employees, officers, agents and contractors from and against (without limitation) any losses, expenses, claims or costs (including out of pocket expenses and charges for our time) incurred as a result of your failure to comply with this Agreement or any of your obligations in relation to an Offer.
8. Disclosure of charges/remuneration
We are not required or obliged to advise you of the amount or basis of any charges that we may make in relation to any service provide under this Agreement, or to disclose any remuneration or commission payable or receivable by us in relation to the services. We will still disclose details of any charges and/or commission upon written request.
We may also provide you with periodic research and market commentary. This research will be produced in-house but may include third party content. While we will use our best endeavors to ensure the accuracy of any research, we give no representation, warranty or guarantee as to their accuracy or completeness or as to the tax consequences of any resulting transaction. Any opinion expressed is subject to change without notice. Any research issued is intended solely for the use of our clients and may contain legally privileged and confidential information. You are hereby notified that any dissemination, distribution, copying, or other use of any research is strictly prohibited.
10. Complaints Procedure
If you are dissatisfied with the services we have provided under this Agreement, please write to us. We will endeavor to resolve your complaint as quickly as possible, but in any event, will send you a final response letter, which sets out the nature of that resolution and any applicable remedy within eight weeks. If for any reason you are dissatisfied with us or our final response, please note that you are entitled to refer your complaint to the Financial Ombudsman Service. A leaflet detailing the procedure will be provided with our final response.
11. Compensation Scheme
We are a participant in the Financial Services Compensation Scheme, which, subject to certain exceptions, provides limited compensation in respect of eligible liabilities if we are in default.
12. Data Protection
We are licensed under the Data Protection Act 1998. In accordance with legal and regulatory requirements, we will retain your records, for a minimum period of three years following the termination of this Agreement. This period may be extended by force of law, regulatory requirement or agreement between you and us. By entering this Agreement, you consent to our keeping information about you in written and electronic format. You have the right to review this information at any time. We will provide you with a copy of this data in accordance with our schedule of charges and upon a written request only.
Either party has the right to terminate this Agreement without cause at any time. Such termination will be without prejudice to the completion of transactions already initiated. If you wish to terminate this Agreement you should notify us, in writing, of your intention to do so, which will be effective immediately upon receipt by us. Should we wish to terminate this Agreement we will write to you notifying you of our intention to do so. The termination of the Agreement shall not affect any term or provision of the Agreement that is intended to come into force on or after termination and shall be without prejudice to any rights or liability accruing prior to termination.
Should you wish to terminate your registration as an Investor you should notify us by email at firstname.lastname@example.org.
If your registration is terminated, or suspended, you will not be entitled to:
- view any detailed information of the Offers; or
- subscribe for any shares in an Issuer under an Offer;
You expressly invite us to telephone you between 8:00am and 9:00pm Monday to Friday, to discuss investment business, without being specifically invited. If as a result, you decide to make a particular investment, you will have agreed to forego any statutory rights you may have to cancel it. We will always accept your request not to continue a particular discussion. We may contact you on any telephone number provided by you to us, including unlisted numbers.
You accept that we may change or add to any of the terms and conditions of this Agreement at any time. In the event of any variation or amendment of the Agreement we will send you a written notice of the change or addition which shall include the date from which the change or addition shall be effective from. If you do not accept any such amendment, you must cease using the Platform and our services.
We are not liable to you for any delay in performing, or failure to perform, any of our obligations under this Agreement to the extent caused by an event that is beyond our reasonable control.
We may assign, subcontract or transfer any right or obligation under the Agreement to any person. Your registration is personal to you, and none of your rights or obligations under this Agreement, in connection with your registration, or your activities on our Platform may be assigned, subcontracted or transferred to any other person.
Any notice from us to you in respect to this Agreement, your registration or your activities on the Platform may be given by email to the address you provide to us, or through the Platform.
Any notice from you to us may be given by email to email@example.com.
The Agreement is governed by the laws of United Kingdom. The English courts have non-exclusive jurisdiction.
Any illegality, unenforceability or invalidity of a provision of this Agreement does not affect the legality, enforceability or validity of the remaining provisions of the Agreement.
The rights and obligations of the parties under this Agreement do not merge on completion of any transaction contemplated by this Agreement.
RISK WARNING NOTICE
It is ACF’s policy that all clients should be provided with the following this risk warning notice:
You should not deal in high risk shares unless you understand their nature and the extent of your exposure to risk. You should also be satisfied that the product is suitable for you in the light of your circumstances and financial position.
Investments in high risk shares may not be readily realisable. Such investments may need to held for the medium to long term.
Britannia’s Gold Ltd
During World Wars 1&2 the British Government shipped gold bullion to pay for munitions and goods. The estimated present day value of these shipments is circa 300 Billion pounds. During both wars, some 7500 merchant ships were sunk and our research has identified more than 700 to have been specific gold & silver carriers. Britannia’s Gold Ltd. has been established to finance the recovery of targeted cargoes and return them to the UK for the benefit of the Government, Investors and Merchant Marine Charities.
- BGL then seeks to raise Equity Ordinary share capital of £8 million with a minimum of £4 million
- £5m by way of Enterprise Investment Scheme open to the public – minimum subscription £1000.
- This Public Offer has no minimum. When cumulative funds raised (including all those pledged in this offer) reach the overall minimum of £4m, shares will be issued and operations will commence. This Public Offer will remain open until a further £4m is raised (giving the maximum required of £8m) or September 30th whichever is the earlier.
- Following successful recovery, BGL intends to pay out in full net profits save for retention of 2x each years Cluster Salvage costs.
- In each year, following payment to HMG, no further distribution to any participating party until Investors have recouped their total investment.
- In Year 3, assuming full investment recoupment and appropriate reward, all initial investors will be carried forward on terms to be agreed.
Now we invite the public to become shareholders in Britannia's Gold Ltd and benefit from any forthcoming profit given successful recovery of gold and/or any other valuable cargo recovered.
Share price: 1 000.00 GBP
Funding target: 4 000 000.00 GBP
Upper funding target: 8 000 000.00 GBP
14 days to go