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ECD INVESTOR TERMS AND CONDITIONS
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1. ELITE INVESTOR TERMS AND CONDITIONS
1.1 This page sets out the terms and conditions upon which ECD shall provide investors with access to the Programme (the "Elite Investor Terms and Conditions").
1.2 These Elite Investor Terms and Conditions, as supplemented by the ECD General Terms and Conditions https://www.elite-clubdeal.com/#/page/terms form an agreement (the "Agreement") entered into between:
1.2.1 Elite Club Deal Limited ("ECD"), a limited liability company incorporated under the laws of England and Wales whose registered office is at 110 Cannon Street, EC4N 6EU London with registered number 10274181, which is authorised and regulated by the Financial Conduct Authority under number 761002; and
1.2.2 any person (the "Investor") that wishes to participate in one or more Capital Raisings by subscribing for Investments,
(each a "Party" and together the "Parties").
1.3 The Agreement and all communications will only be available in English. All communications made by ECDwill be by letter, telephone or email unless ECD notifies otherwise.
1.4 Definitions and provisions relating to interpretation set out in the General Terms and Conditions apply to these Elite Investor Terms and Conditions.
1.5 The Elite Investor Terms and Conditions were last updated on 13th March 2017.
2. ECD OBLIGATIONS
ECD agrees to:
2.1 enable the Investor to participate in the Programme, provided that the Investor:
2.1.1 is a professional client in accordance with Section 1 of Annex II to MiFID; and
2.1.2 may only access certain sections of Data Rooms with the relevant Company's prior consent (i.e. where the Company has designated the Investor as an Approved Investor);
2.2 collect orders and other necessary information from Approved Investors that wish to invest in Companies and transmit them to the relevant Company; and
2.3 notify Investors of each Investment Opportunity that matches the investment preferences that they notify to ECD through the Site, by sending the Investors a copy of the blind profile of the relevant Company.
3. INVESTOR OBLIGATIONS
3.1 The Investor represents and warrants that it is a professional client and that it has given appropriate information and documentation that ECD might require for its onboarding.
3.2 The Investor shall co-operate with ECD in all matters relating to a Capital Raising and shall promptly provide ECD with all information reasonably requested. The Investor shall ensure that all such information is correct and accurate and is not misleading in any way.
3.3 The Investor must notify ECD as soon as it becomes aware of any material change to the information provided to ECD under the Agreement.
3.4 Where an Investor wishes to access a Data Room to participate in a Capital Raising, it must provide ECD (who will then provide to the Company) all information requested by the Company in order for it to determine whether or not the Investor may be an Approved Investor for the relevant Capital Raising.
3.4 Approved Investors shall be entitled to place an order to subscribe for Investments through the Programme for a period ending on the date specified by the relevant Company which may be updated from time to time. ECD reserves the right to end a Capital Raising or extend the offer period of a Capital Raising in its absolute discretion. The subscription agreement for the Investment is between the Approved Investor and the Company such that the offer from the Approved Investor is to the Company and not to ECD. ECD is not a party to the agreement to invest between the Approved Investor and the Company and ECD's service is limited to arranging the investment.
3.5 Upon making an order to invest in a Company, the Approved Investor agrees that it shall:
3.5.1 have made an offer to subscribe for or acquire the amount of Investments specified in the order (or such lesser amount for which the order is accepted) on the terms as may be notified to the Approved Investor by the Company, provided that the Approved Investor may notify the Company that it wishes its order to be conditional upon it being accepted in full by the Company, in which case the Company may only accept or reject such order in full; and
3.5.2 put in place payment arrangements to ensure that the Company is paid the price for the amount of Investments that the Company agrees to issue or facilitate the transfer of, to the Approved Investor in advance of the Settlement Date (it being acknowledged that the payment of that price to the relevant Company's settlement agent shall discharge in full the obligation of the Approved Investor to pay the Company). It is the Approved Investor's responsibility to ensure that any such payment arrangements are established and maintained and that monies are transferred.
3.6 The relevant Company shall be responsible for issuing Investments that have been purchased by an Approved Investor to that Approved Investor.
3.7 The Investor shall notify ECD of any Investment that it makes if the relevant Company was introduced to the Investor through the Programme within the last 12 months in respect of debt Investments and within 18 months in respect of equity Investments.
3.8 The Investor shall provide ECD with such information as ECD may request from time to time, in order to enable ECD to satisfy its legal and regulatory obligations.
3.9 The Investor acknowledges that:
3.9.1 ancillary charges or fees may be payable to third parties in connection with it making an investment in a Company, and acknowledges that such charges or fees are not associated with these terms. The Investor warrants to ECD that it shall pay such fees or charges and shall indemnify ECD against any loss, liability, cost or expense resulting from the same;
3.9.2 as a consequence of becoming a shareholder of a Company it shall be subject to the provisions of the Company's constitution, bond instrument or investment agreement (as applicable);
3.9.3 it will need to make its own assessment as to whether or not to invest in a Company; and
3.9.4 ECD does not provide the Investor with any advice or recommendations in relation to Investments.
The Parties acknowledge and agree that:
4.1 the Investor is not a client of ECD and that ECD will not be responsible to the Investor for providing the protections offered to a client of ECD;
4.2 ECD will not be involved in any drafting or negotiation of terms and conditions between the Company and the Investor;
4.3 a Company shall not be obliged to:
4.3.1 designate the Investor as an Approved Investor and/or provide the Investor with access to the Data Room; and/or
4.3.2 accept any order from the Investor to invest in that Company, in whole or in part, provided that it will only accept or reject an order in full if the relevant Investor notifies it that such order is conditional on it being accepted in full;
4.4 the Company (together with its advisers, as appropriate) will perform its own analysis or due diligence on the Investor;
4.5 neither Elite nor ECD shall have any responsibility or liability for, and the Investor is not relying on any representations or warranties by Elite or ECD with respect to the Company or any person or matter relating to or connected with the Company, including information provided by the Company whether or not such information is posted in the Data Room, including, without limitation, its financial condition, standing, future prospects, compliance with law and regulation, or its probity, or that of any person connected with the Company; and
4.6 neither Elite nor ECD will be liable for any act or omission of, or any charges, costs or losses incurred by the Company, the Investor or any other party involved with the Programme.
5.1 In the event that the Agreement is terminated and the Investor has an outstanding or incomplete order for investment in a Company, the Investor may only terminate the Agreement if it has withdrawn its order by notifying ECD and the Company of its wish to do so.