London Property Bond

INVITATION DOCUMENT
ASSET-BACKED INVESTMENT OPPORTUNITY

PAYING 8% PA OVER FIVE YEARS
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WWW.LONDONPROPERTYBONDS.COM
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This section is important and requires your attention
THE CONTENT OF THIS FINANCIAL PROMOTION HAS BEEN APPROVED, FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000, BY NCM FUND SERVICES LTD, WHICH IS AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT
2000. RELIANCE ON THIS FINANCIAL PROMOTION FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A
SIGNIFICANT RISK OF LOSING ALL OF THE CASH INVESTED.
Many people tend to skip the small print. Please don’t. All investment Edinburgh, EH3 7JA which is authorised by the Financial Conduct Authority
involves risk. We want you to be sure that you understand the particular to conduct investment business. NCM is registered on the Financial Conduct
risks involved here and make a decision that is right for you in light of your Authority’s Register with registered number 183732.
personal circumstances.
This Invitation does not constitute an offer of transferable securities to the
If you are in any doubt about the action you should take or the contents public and accordingly this Invitation does not constitute a prospectus to
of this document, you should contact your professional adviser, authorised which the Prospectus Rules of the FCA apply. Therefore, this Invitation and
by the Financial Conduct Authority (“FCA”), to conduct investment business the Instrument have not been approved by the FCA or any other regulatory
and who specialises in advising on investments in shares, bonds and other body.
securities, including unlisted securities.
You should ensure that you have read and understood all of this Invitation
This document (the “Invitation” or “Invitation Document”) constitutes an Document before applying for London Property Bond. This Invitation is
invitation to subscribe for secured bonds (“London Property Bond”) issued only directed at persons certified as high net worth investors, restricted
by London Property Bonds plc (the “Company”) on the terms and conditions retail investors, advised retail investors or investors who are self-certified as
set out in this Invitation. sophisticated investors in accordance with FCA rules.
Investors should not subscribe for any of the bonds referred to in this If you are in any doubt as to the contents of this Invitation, or whether
Invitation Document except on the basis of the information published in subscribing for London Property Bond is a suitable investment for you, you
this Invitation and the instrument dated 12 February 2016 constituting the should seek your own independent advice from an appropriately qualified
London Property Bond of the Company (the “Bond Instrument”) set out on adviser authorised by the FCA and who specialises in advising on the
page 28 onwards of this Invitation Document. acquisition of unlisted securities.
Your attention is particularly drawn to the “Risk Factors” which are set out This Invitation Document does not constitute an offer to sell, or the
on pages 18 and 19 of this Invitation. Prospective investors should consider solicitation of an offer to buy, London Property Bond in any jurisdiction
carefully whether an investment in London Property Bond would be suitable in which such offer or solicitation is unlawful and, in particular, is not for
for them in the light of their personal circumstances. London Property distribution into the United States or Canada. London Property Bond have
Bond are a secured debt of the Company but are not freely transferable or not been and will not be registered under the applicable securities laws of
negotiable on the capital markets and no application is to be made for the the United States or Canada and may not be offered or sold within the United
London Property Bond to be admitted to listing or trading on any market. 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
London Property Bond may not therefore be a suitable investment for all may be restricted by law and therefore persons into whose possession this
recipients of this Invitation. Investment in unquoted securities of this nature, document comes should inform themselves about and observe any such
being an illiquid investment, is speculative, involving a degree of risk. Other restriction. Any failure to comply with these restrictions may constitute a
than in exceptional circumstances, it will not be possible to sell or realise the violation of the securities laws of any such jurisdictions.
London Property Bond before they mature or to obtain reliable information
about the risks to which they are exposed. London Property Bonds are a The Security Trustee shall not accept any responsibility for, or be liable
debt of the Company secured over all of its assets and undertakings under a for, the adequacy, accuracy or completeness of any information (whether
debenture constituting a fixed and floating charge security. relating to the financial condition or tax status of the Company or otherwise)
supplied by the Company and contained in this document. The Security
However, there can be no certainty or guarantee that any realisation of such Trustee shall have no obligation to, and does not undertake to, make any
assets through the enforcement of such security or that the enforcement of investigations into the financial condition of the Company at any time at
the guarantee will be sufficient to enable the Company to repay the London which any of the London Property Bond are outstanding. The Security
Property Bond or the Company’s liabilities thereunder. Trustee shall have no duty to advise any Bondholder of any information
(whether financial or otherwise) relating to the Company which may come
This Invitation, which is a financial promotion for the purposes of Section to its attention at any time at which any of the London Property Bond are
21 of the Financial Services and Markets Act 2000 (“FSMA”), is issued by outstanding.
the Company, which accepts responsibility for the information contained
herein. Communications sent by you to the Receiving Agent shall be treated
as delivered to it on the day of actual receipt by the Receiving Agent. All
This document has been approved as a financial promotion for UK documents, payments or electronic information and communications sent
publication by NCM Fund Services Ltd (“NCM”) of 7 Melville Crescent, by, to or from you or on your behalf will be sent entirely at your own risk.
London Property Bonds are not covered by the Financial Services Compensation Scheme.
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Contents
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Welcome to the London Property Bond
A letter from the CEO
About the London Property Bond
10
Meet the Senior Team
12
Property Advisor Robert Holmes & Co
13
Financials
14
Market Overview
16
Our Plans
17
Investor Safeguards
18
Risk Factors
20
Frequently Asked Questions
24
How to Invest in the London Property Bond
27
Definitions
28
Bond Instrument
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Terms and Conditions
3
Welcome to the
London Property Bond
Your opportunity to invest in 30 years
of London property expertise
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Welcome to the London Property Bond, a property- Robert Holmes & Co has stood up to some of the worst
backed mini bond that pays 8% interest pa over five years. recessions since 1987.
Nearly 30 years ago, I set up Robert Holmes & Co as We believe that the way to grow the business is not only
estate agents and since then we have grown the business to carefully expand our office network but also to invest
to become the leading estate agent in Wimbledon Village. in maximising the sale value of our clients' properties in
It is now time for the business to take its next step. order that our clients can recommend us in the future.
We have identified a fresh approach to making that step: As you will read in the market overview section, our market
we will help our clients to increase the sale value of their share now stands at some 50% of our chosen segment.
houses by helping them improve their properties prior to Other agencies – all situated in Wimbledon – vie for the
sale. remainder.
London Property Bonds plc has been specifically Today I am as passionate about the business as I ever
established to issue the Bond to capitalise on these was. My father started the business as a professional
opportunities. It will fund improvements to those practice, and one of my sons works in the business with
properties in exchange for a stake in the property and a me. I see it as an ongoing legacy for the directors, my sons
share in the increased sale value. and the generations to come.
Robert Holmes & Co acts as the property adviser to So, where now? What do I envisage for the newly-created
London Property Bonds plc. company, London Property Bonds plc?
Many people buy and sell property during their lifetime London Property Bonds plc will benefit from advice from
and we all certainly aspire to a bigger and better home, Robert Holmes & Co on all aspects of property valuation,
often working long hours to make that dream come true. prospective development opportunities and property
sales strategies.
In my experience, everyone finds property interesting.
Whether it’s viewing it, decorating it, extending it or buying Our real opportunity lies in exploiting our market-leading
it – there’s never a shortage of discussion points. For me experience and our knowledge and contacts in the
at least, there isn’t! Wimbledon area to identify owners who have property that
will benefit from targeted investment in improvements.
I am a Chartered Surveyor by profession, a member of the
Royal Institution of Chartered Surveyors (MRICS) which We will then ensure those improvements are made, and
I joined after studying Estate Management at London again, using our market leadership, manage the sales
University, where I graduated with a BSc. degree. The process.
name makes it sound as if I spent three years studying
farming and forestry but in fact it covered all aspects of We all know that property over time is completely
property and property management, and I then had more unpredictable and can be volatile. The current trends may
training with the RICS before embarking on my career. change, but I am certain there will always be a demand
for South West London homes. I think that being advisers
Next year it will be 30 years since I opened the estate to London Property Bonds plc will benefit our already
agency. I knew most of the jokes and bad publicity about prestigious place in the market for many years to come.
estate agents and was determined to do it differently.
So, over those first few years, I developed my own I feel that what is written here amounts to ancillary detail.
philosophy as to how to deliver the service. That model What really matters to the Company and investors alike
now permeates all that we do. It is reflected in the office is whether the investment works and whether, with our
layout, the staff we employ, the service and in particular advice, we can prove it.
the community engagement.
The answer is we can.
Many businesses claim to have their own personal style
but we endeavour to become part of the community, not We have now put a management team in place to take the
just a business. I believe we achieved this by concentrating company forward into the next stage of its development.
on the Wimbledon and Coombe areas, appointing staff
from the immediate vicinity, which enables them to I’d like to thank you in advance for considering our offer.
understand and appreciate not only the area but also the
needs of the residents, and by involving ourselves in local
schools, charities and social activities and sponsorships.
Since starting the business nearly 30 years ago, the

company has successfully built its business so it has
achieved profits on average of almost £1 million per
annum for the past five years (pre-tax and before Robert Holmes
shareholder's drawings). Chairman of Robert Holmes & Co.
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A letter from
the CEO
Earn 8% per annum by investing in the

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We have established London Property Bonds plc to issue London Property Bonds plc will be advised on property
a mini bond in order to give you an opportunity to invest values, improvements and marketing strategies by Robert
in the property market in Wimbledon and the surrounding Holmes & Co Limited.
areas that Robert Holmes & Co, our advisers, will be
expanding into. We are focussing our development on two You can invest anything from £1,000 in multiples of £1,000
core areas. into the Bond.
Local Expansion Your money will be lent to us for a period of five years in
With nearly 30 years of local knowledge, it simply makes return for a fixed rate of interest of 8% per annum. You will
sense for Robert Holmes to expand in areas where receive interest payments on a quarterly basis. At the end
it already has a name in order that more investment of the investment period, your original investment amount
properties can be sourced for London Property Bonds will be returned to you in full.
plc.
This document explains in detail how the Bond works,
Investing in Property Improvement what we will do with the funds raised, and how this is
As with many estate agents, properties arrive on its books secured. You can invest at any time between 12 February
that can, for a proportionally low level of investment, 2016 and 29 July 2016.
significantly increase the value of the property. London
Property Bonds plc will seek to fund the improvements, Please visit www.londonpropertybonds.com to learn
for a pre-agreed percentage of the expected increase more about Robert Holmes, our advisers, and the Bond,
in value of the property. To safeguard investments, all apply and invest online or download an application form.
funding will be secured against the property. Robert
Holmes has extensive knowledge of the property market I very much appreciate your interest in our business.
in the Wimbledon area and relationships with developers Please take the time to read this document carefully. If
have built up over nearly 30 years. London Property you have any questions, please call our helpdesk on 0845
Bonds will also take the opportunity to part or wholly 468 0379.
fund the regeneration of buildings in Wimbledon and
the surrounding areas, secured against the value of the I look forward to providing you a secure and rewarding
properties being improved. return on your investment.
Martin Helme
CEO of London Property Bonds plc
* source: rightmoveplus analysis 16 September 2015 to 5 December 2015
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About the
Issuer London Property Bonds plc
Term 5 years
Close Date 29 July 2016
Coupon (gross) 8%
Payment Quarterly
Early Bird Interest paid from
the date of investment
Early Bird Close 30 June 2016
Target Raise £1 million - £3 million
A Mini Bond The Process
The London Property Bond is a mini bond, which is a type When you apply to invest in a London Property Bond (please
of loan to a company. refer to the section “How to invest in the London Property
Bond”), you will be asked to complete an FCA-compliant
The company agrees to pay you a fixed rate of interest on application procedure and, subject to you completing this,
your subscription amount over a defined period of time. you will have your own investor registration with STOA
and on the London Property Bonds plc website.
At the end of the period, your money is repaid.
Once your investment is accepted, you will receive an
With any bond, there is a risk of not getting all your money email confirmation, a ‘thank you’ letter by post and your
back so, when buying mini bonds, investors should focus investment will be recorded with GCS.
on the credit worthiness of the issuing company and the
security being offered by the company. All applications are gathered between the Launch Date
and the Closing Date. Once the London Property Bond is
closed, investors will receive a certificate registering their
The London Property Bond ownership of the Bond. This should be kept safely.
London Property Bonds plc agrees to pay you 8% per If you qualify for the Early Bird Offer, then your initial
annum (paid quarterly) for five years. interest will be calculated and paid on the Closing Date or
as soon as practicable.
The capital raised from the London Property Bond will be
used primarily to provide funding to residential owners Once the Bond has closed, the Registrar will maintain a
who are intending to sell their properties to improve and/ record of your investment and contact details.
or develop them before sale (therefore enhancing their
value). The capital may also be used to provide funding Each time a coupon is paid, it will be paid directly to your
to developers undertaking a change of use to local nominated bank account.
properties as well as funding the day to day management
of London Property Bonds plc. Money deployed in
ANY CAPITAL YET TO BE DEPLOYED WILL BE INVESTED IN BANK
providing development funding will be charged against DEPOSITS AND ASSET-BACKED HIGH-YIELDING INSTRUMENTS UNTIL
the value of the property it is being lent to improve. IT IS REQUIRED.
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What returns can you
look forward to?
£ 1,000.00
Total interest paid each quarter £ 20.00

Total return paid in a year £ 80.00
Total paid at end of five years* £ 1,400.00
£ 2,000.00

£ 5,000.00

£ 10,000.00

£ 20,000.00

Total return paid in a year £ 1,600.00
£ 50,000.00
Total interest paid each quarter £ 1,000.00

Total return paid in a year £4,000.00
* Including return of initial investment
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Meet the
Senior Team
The directors of London Property Bonds plc
and management team
Nicolas Holmes Matthew D Rocksborough-Smith BSc Dip, MBA
Director London Property Bonds plc Director London Property Bonds plc
Nick joined Robert Holmes to inject fresh ideas and Matthew is the deputy CEO and advisor of Brookwood
technology into the business and to grow its client base. Capital Corporation, a specialist investment banking
Aged 40, he provides succession together with the two and private equity house with offices in Beijing,
existing directors. Nick has always focused on building Johannesburg and London. He has significant
client relationships and sales. He built up his own gallery experience and relationships in the technology, media
in Chelsea, where he had a loyal following of customers and communications markets in Europe, Africa and the
and artists. Middle East. Among other achievements, Matthew was
a founding partner of InMedia Management, a European
media and technology private equity fund with portfolio
investments in Europe and the US.
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Martin Helme Robert Holmes BSc MRICS
CEO London Property Bonds plc Managing Director & Founder Robert Holmes & Co Limited
Martin is Group Chief Executive and is tasked with After studying Estate Management at University and
managing the group’s expansion. After 10 years in achieving RICS (The Royal Institute of Chartered
senior Finance Director roles in the UK and the Far East, Surveyors) qualifications, Robert Holmes ran the family
he built two retail chains in the UK. More recently, he property surveying business and set up Robert Holmes
has specialised in UK property and raised £50 million & Co in 1986. Nearly 30 years later, the company is the
for a developer in London of commercial and residential leading realtor in Wimbledon, which is a testament to
conversions. He qualified as a Chartered Accountant with Robert and his directors’ business acumen, dedication to
Arthur Andersen. clients and the business, and the team that he has built.
From this successful core, the company has laid the
ground work for a controlled expansion of the operations.
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Property Advisor
Robert Holmes & Co
The leading residential property
service in the Wimbledon area in
the over £1 million home sales*
History & Success Our business model
Robert Holmes & Co was established in 1987 in Robert Holmes & Co's Wimbledon market leadership
Wimbledon. Largely due to the prowess of the founder, against competition from national brands and other
Robert Holmes, and his co-directors, the business has local agencies (all located in the same area as Robert
become the leading residential property service in the Holmes) can be directly attributed to the company’s
area – capturing approximately half of the market for business model.
home sales in the over £1 million bracket.
This model includes every element of client engagement,
Proof of Robert Holmes & Co's success in this chosen but also focuses strongly on community engagement.
niche is its consistently strong financial performance, Robert Holmes & Co constantly works in the local area,
averaging circa £1m profit (before tax and shareholder involving themselves with local schools, charities and
drawings) over the past four years (see below). 2014’s community organisations.
profit was impaired by restructuring costs.
The following is also of paramount importance to Robert
Holmes & Co:
2011 £ 1,186,687
2012 £ 961,279
ưư Attracting the right sort of buyers, sellers,
tenants and landlords.
2013 £ 1,235,133 ưư Sourcing the highest quality properties.
ưư Looking after clients’ needs.
2014 £ 666,666 ưư Dealing with enquiries promptly and efficiently.
ưư Optimising the way viewings are conducted.
ưư Maintaining discretion and loyalty throughout
the client-agent relationship.
However, in the opinion of Robert Holmes & Co, its

business model’s most valuable point of difference lies in
its staff: their unrivalled local knowledge and involvement
in the community allows Robert Holmes & Co to succeed
against much larger firms.
* source: rightmoveplus analysis 16 September 2015 to 5 December 2015
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Financials
London Property Bonds plc is newly established and

therefore has no historic financial data to disclose
The financial information provided is for Robert

Holmes & Co Limited, the major trading entity within
the Robert Holmes group of companies
Financials
2014 2013 2012 2011 2010
Turnover £ 2,696,253 £ 2,996,462 £ 2,732,354 £ 3,251,269 £ 2,373,327
Cost Of Sales (£ 542,116) (£ 579,272) (£ 430,618) (£ 456,619) (£ 200,175)
Gross Profit £ 2,154,137 £ 2,417,190 £ 2,301,736 £ 2,794,650 £ 2,173,152
Admin Expenses (£ 1,753,705) (£ 2,089,568) (£ 1,665,196) (£ 1,908,462) (£ 1,499,328)
Other Income £0 £ 11,524 £ 52,145 £ 53,983 £ 41,364
Operating Profit £ 400,432 £ 339,146 £ 688,685 £ 940,171 £ 715,188
Profit On Sale Of Property £0 £ 607,102 £0 £0 £0
Profit On Ordinary Activities £ 400,432 £ 946,248 £ 688,685 £ 940,171 £ 715,188
Net Interest £ 1,834 £ 575 £ 894 £ 306 (£ 1,788)
Pre-tax Profit £ 402,266 £ 946,823 £ 689,579 £ 940,477 £ 713,400
Tax (£ 99,325) (£ 180,644) (£ 165,525) (£ 255,499) (£ 196,949)
Net Profit £ 302,941 £ 766,179 £ 524,054 £ 684,978 £ 516,451
Add Back Shareholder Drawings* £ 264,400 £ 288,310 £ 271,700 £ 246,210 £ 237,850
Adjusted Pre-tax Profit £ 666,666 £ 1,235,133 £ 961,279 £ 1,186,687 £ 951,250
Source: annual statutory accounts published at Companies House

*add back of normal annual shareholder drawings from Robert Holmes & Co Limited.
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Market London & South East
The Market
Overview There is significant evidence suggesting that the London

housing market demonstrates rare resilience compared
to elsewhere in the country.
The Office of National Statistics points to an average

11% growth in London house prices over recent years.
This reflects a comparatively bullish trend to other
geographic areas, with growth figures as low as 3% in
the North East.
Supply
In July 2015, The Centre for Economics and Business

Research (CEBR), a leading consultancy, said the
drought in properties on the market was pushing up
prices. CEBR now predicts that annual house price
inflation across the UK will be no less than 23.6% higher
by 2020. Savills also forecasts price growth of 21.5%
over the next five years in Prime Central London, and the
Land Registry reported that the average London home
value now stands at £500,000.

Prof Tony Travers, who is local government expert at
the London School of Economics, says that London's
rapid house price inflation is more to do with the lack of
building than with foreign buyers.
"The population of London is growing by about 100,000

each year, but we're only building about 18,000 to 20,000
new homes."
There has been a historic undersupply in London

residential development, where the minimum
requirement is 42,000 new build units per annum, but
only 10,000-30,000 new builds come onto the market
annually. This has resulted in a cumulative shortage in
supply over time.
The Chancellor’s recent reforms abolished the old 'slab-

sided' stamp duty system and introduced a new system
of progressive bands. This is affecting the market. Latest
figures from the Land Registry show house sales were
20% down in March compared with a year previously,
with deals involving properties worth more than
£2 million down by 30% from 175 to 122.
Although the changes have so far mainly affected

central London properties in the £1.5 million to £5 million
bracket, there are concerns that the ripples will start to be
felt elsewhere in the capital, even though stamp duty bills
are now lower on transactions below £937,000.
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The National Market Threats and Opportunities
Increase in Mortgage Lending Collectively, the outlined trends make the London property
market a hostile climate for small, independent estate
2014 saw an increase in mortgage lending and the agencies who do not:
trend continued in 2015, with banks waging price
wars to offset the increase in the historically low ưư Capitalise on High Net Worth property price growth;
base rate. For buyers, the cost of funding a home
purchase looks to be lower than in previous years. ưư Meet the lower-end of the market’s
demand for self-service;
Buy-to-Let
ưư Expand their service offerings to capitalise
The option of buying a home to let has become on their market knowledge and client base.
increasingly popular. For many, becoming a landlord
represents a superior investment, with The Guardian Despite these threats to high-street realtors, Robert Holmes
reporting rental returns of up to 16% pa. The report also & Co firmly believes there is still a need for ‘traditional’ estate
states that one-in-seven British mortgages are made to agencies and their methods, specifically among individuals
landlords, reinforcing the perception that there has been selling and buying High Net Worth property in excess of £1.2
a large demand. The Chancellor’s Autumn statement, million, i.e. among the existing Robert Holmes & Co target
which increased the stamp duty for buy-to-lets, will market.
impact this demand in the future.
Selling high value property is not a mass-market proposition.
Self-Service Selling It requires a considered approach and the intrinsic values
associated with the Robert Holmes & Co brand: experience,
It is widely accepted that properties in the lower value credibility, discretion, commitment to customer service,
bracket (<£1 million) are increasingly being sold and let knowledge of, and involvement in, the local community, etc.
directly by their owners. This 'self-service' is carried out All of these values are held in high regard by the Company’s
on websites that link owners to potential buyers and High Net Worth clients. We feel we owe not only our current
tenants. The main appeal (especially to those at the success to these attributes, but our future’s too.
lower end of the market) is not convenience, but price,
as traditional agency commissions are bypassed. Hence, the Company’s sterling reputation, combined with
the unique boom in the London High Net Worth housing
market, places the Holmes brand in a highly favourable
position.
In addition, 2015’s backdrop of increased mortgage lending,

buy-to-let sector growth and foreign investment sets the
scene for a number of development opportunities.
15
Our Plans
London Property Bonds plc is issuing the

Bond to invest in property opportunities
The corporate structure and the entities involved Property Improvement
The senior team has established a holding company, London Property Bonds plc will fund loans on properties
London Property Bonds plc, to oversee the funding of the in the area of London covered by Robert Holmes aimed at
expansion of the company, both geographically and its increasing the value of properties prior to a subsequent
product offering. sale. As with many estate agents, properties arrive
on its books that can, for a proportionally low level
A number of reputable businesses are also involved in of investment, significantly increase the value of the
this Bond: property. In most cases the vendor does not have the
budget or the desire to fund these improvements. Where
ưư Independent Portfolio Managers Ltd (IPM), an Robert Holmes advises on these opportunities, London
investment management business authorised Property Bonds plc will seek to fund the improvements
and regulated by the Financial Conduct for a pre-agreed percentage of the expected increase in
Authority, has been appointed as the Security value of the property. All funding will be secured against
Trustee. the property. in some circumstances, London Property
ưư STOA is a trading name of IPM and is the Bonds plc may purchase an interest in the property, fund
promoter of the mini bond. the improvements and share the increase in value with
ưư NCM Fund Services Limited, which is the vendor.
authorised and regulated by the Financial
Conduct Authority, has approved this
Invitation Document. Location Expansion
ưư Buckingham Corporate Services is the
Registrar. Following the closure of the Offer Based on the near 30 years of local knowledge and market
Period of the Bond, Buckingham Corporate leadership of Robert Holmes, London Property Bonds
Services will maintain a record of each plc will fund the establishment of new Robert Holmes
investor, including their details and investment offices in the affluent areas surrounding Wimbledon.
amount. It simply makes sense to expand in areas that Robert
ưư Black Swan Edge is: a subsidiary of Holmes already has a name but, until recently, no physical
Black Swan, the UK’s fastest growing presence in order that more offices could translate into
tech start-up, and provides data, marketing more property investment opportunities.
and strategic insight to the financial sector.
ưư Global Currency Exchange Network (GCEN) Property Development
and its affiliate entity, Global Custodial
Services (GCS), provide payment and As in most London areas, there are opportunities to
subscription services. GCEN and GCS are redevelop existing buildings for residential use. Robert
authorised and regulated by the Financial Holmes, as advisor to London Property Bonds plc,
Conduct Authority. GCEN is also authorised has extensive knowledge of the property market in the
and regulated by HM Revenue & Customs Wimbledon area and relationships with developers built
and is a member of the UK Money Transmitters up over nearly 30 years. Where there are opportunities to
Association. part- or wholly fund the regeneration of buildings in the
Wimbledon and surrounding areas and other property
development opportunities arising from within the wider
network of property contacts, knowledge and expertise,
built up over the years by Robert Holmes, London Property
Bonds plc will provide loans to these developers, secured
against the value of the properties being developed.
16
Investor
Safeguards
Safeguards
The London Property Bond is designed to offer you the

maximum security for your investment, but it is important
to understand that all investment involves risk. In this
section the safeguards are outlined but please read the
section on risk to ensure you fully understand the risks
involved.
Ring-fenced and Secured
London Property Bonds plc is a UK public limited company

over which Bondholders have several levels of security:
ưư There is a debenture over all the assets of

the London Property Bonds plc, in favour of
an independent Security Trustee.
ưư London Property Bonds plc only deploys
capital for property improvements where
there is a charge over a UK property.
The charge is an asset of London Property Bonds plc.
If London Property Bonds plc defaults (for instance if a

due payment is not made to Bondholders), the Security
Trustee can take control of the assets.
The Security Trustee acts solely in the interest of

Bondholders.
Security Trustee
To further safeguard the interests of bondholders,

Independent Portfolio Managers Ltd (IPM), an investment
management business authorised and regulated by the
FCA, has been appointed to act as Security Trustee.
17
Risk Factors
What risks should I consider? No repayment guarantee
In addition to the other relevant information set out in this There is no guarantee that you will get all your money
Invitation Document, the following specific risk factors back, or all outstanding interest, if the Company becomes
should be considered carefully in evaluating whether to insolvent.
make an investment in the London Property Bond.
The London Property Bond is not protected against loss
If you are in any doubt about the contents of this Invitation by the Financial Services Compensation Scheme.
Document or the action you should take, you are strongly
recommended to consult a professional adviser who
specialises in advising on investment in unlisted debt,
shares and other securities.
The directors of London Property Bonds plc (the

“Directors”) believe the following risks to be significant Government action
for potential investors. The risks listed, however, do
not necessarily comprise all those associated with The impact of actions, inactions or retrospective legislation
an investment in London Property Bonds and are not in jurisdictions in which London Property Bonds plc
intended to be presented in any assumed order or priority. operates may adversely affect its activities.
In particular, the Company’s performance may be affected
by changes in legal, regulatory and tax legislation as well
as London property market conditions.
Illiquid and non-transferable Macro-economic risks
Investment in unquoted securities such as these (i.e. Changes in the general economic outlook in the UK and
investments not listed or traded on any stock market or globally may impact the performance of London Property
exchange) are illiquid. In other words, you cannot trade Bonds plc and its projects. Such changes may include (but
them, so your money is effectively locked in untill the are not limited to):
maturity date in five years’ time.
ưư Contractions in the UK economy or
Only in the event of bankruptcy or death can you transfer increases in inflation resulting from domestic
the bond to someone else. This important exception is or international conditions (including
what should allow the bond to be accepted by the trustees movements in domestic interest rates and
of a self-invested personal pension (SIPP) or small self- reduced economic activity);
administered scheme (SSAS). ưư Increases in London Property Bonds plc
expenses (like cost of goods and services);
Normally mini bonds are not allowable within a pension ưư New or increased government taxes, duties
wrapper because the wrapper provider needs to be able or changes in taxation laws;
to turn all the assets held into cash on a holder’s death. ưư Fluctuations in equity markets in the UK
This does not mean that all SIPP and SSAS providers will and internationally. A prolonged and
accept the London Property Bond, but it is worth asking significant downturn in general economic
your provider if you would like to hold it within your own conditions may have a material adverse
SIPP or SSAS. impact on the trading of Holmes Property
Bonds plc and its financial performance.
18
Reliance on key personnel Summary
The Company may be dependent on the skills of senior The above factors are not exhaustive and they do not
people with particular expertise or contacts. Deprival of purport to be a complete explanation of all the risks and
their services – whether it is through them changing job, significant considerations involved in investing in London
or through illness or death – could impact the business. Property Bonds. Accordingly, and as noted above, additional
risks and uncertainties not presently known to the Directors
or that the Directors currently deem immaterial, may also
have an adverse effect on the Company's business and
prospects.
Third party risk
London Property Bonds may not be a suitable investment
The operations of London Property Bonds plc involves for all who review this Invitation Document or the Bond
exposure to a number of third parties. There is also Instrument. Investors should take their own tax advice as
reliance on the companies or individuals funded by to the consequences of owning London Property Bonds as
London Property Bonds plc. Financial failure, default well as receiving interest payments from them.
or contractual non-compliance on the part of such third
parties may have a material impact on London Property Other than the obligations and other covenants on the
Bonds plc’s development and general performance. It is part of London Property Bonds plc to pay interest on the
not possible for London Property Bonds plc to accurately London Property Bonds, repay the principal sum of the
predict or protect itself against all such risks. London Property Bonds when due and to perform the other
obligations contained in the Bond Instrument, the express
warranties and undertakings given by London Property
Bonds plc in the Bond Instrument and the obligation of
London Property Bonds plc to perform the liabilities of
Security Trustee London Property Bonds plc in the event that London
Property Bonds plc defaults, no representation or warranty,
The Security Trustee shall not be responsible, nor shall express or implied herein, is given to Bondholders by London
face any liability, for any loss incurred by the Bondholders Property Bonds plc or the Directors and officers of London
relating to a failure of the Company to make payments Property Bonds plc. In particular but without limitation, no
(whether of interest or of the principal amount) to the representation or warranty is given by any such person as to
Bondholders when due. The Security Trustee will not have (i) the tax consequences; (ii) the regulatory consequences;
any ability or responsibility to protect any monies in the and (iii) the business and investment risks associated with
accounts of London Property Bonds plc which may have acquiring, owning or redeeming London Property Bonds.
been set aside for payment of interest or the principal
amount in respect of the London Property Bond.
19
Frequently Asked
Questions
What is a mini bond? How much can I invest?
A mini bond is a way for UK companies to borrow directly £1,000 is the minimum investment. You may invest in
from the public. After the 2008 global financial crisis, multiples of £1,000 thereafter, with no upper limit.
the UK government recognised that banks did not have
the money to lend to small and medium-size enterprises
(SMEs). The government allowed UK SMEs to directly Who can invest?
approach the public with a corporate IOU (or promissory
note) called a mini bond. The investor lends money to a Any individual who is over the age of 18, or a trust,
UK plc for a set amount of time (the “Term”) in return for company or charity that is not prevented by the laws of its
a fixed amount of interest (the “Coupon”) plus the original governing jurisdiction from applying for or holding London
investment amount which is returned at the end of the Property Bonds.
Term.
How is a mini bond different from a listed bond? What is STOA?
Mini bonds are effectively a private borrowing agreement A mini bond must be promoted by a regulated Firm. STOA
between a company and an investor that cannot be is a trading name of Independent Portfolio Managers
transferred to someone else. In contrast, retail corporate Limited, which is authorised and regulated by the
bonds and government gilt-edged securities are freely Financial Conduct Authority.
tradeable instruments. The financial promotion of mini
bonds must be carried out by an FCA-authorised and
regulated company to ensure the invitation to invest is
fair, clear and not misleading. However, mini bonds are
corporate treasury instruments and not securities, so they What is NCM?
are not protected by the Financial Services Compensation
Scheme. While safeguards are in place, the FCA is very NCM Fund Services Limited is authorised and regulated
clear that every investor should be aware that their capital by the Financial Conduct Authority and has approved this
is at risk. Invitation Document.
Why are you seeking investment via a mini bond rather

than going direct to the banks or considering other
forms of investment? What is Buckingham Corporate Services?
A mini bond is a cost-effective method of raising Buckingham Corporate Services Limited is the Registrar.
investment, and London Property Bonds has tailored Following the closure of the Offer Period of the Bond, they
its offer to maximise investors’ returns while generating will maintain a record of each investor, including their
a strong level of security. Dealing with banks can be details and investment amount.
onerous and time-consuming, and would not give London
Property Bonds the flexibility and agility it needs to make
the most of market opportunities. Similarly, banks can be
reluctant to loan against some properties and to some
owners (the retired, for example) – and London Property
Bonds is well-placed to service the needs of those
owners.
20
Can I put the London Property Bond into my SIPP or What return do I receive on my investment and is the
ISA? interest rate fixed?
Mini bonds are suitable for self-invested personal The gross interest rate is 8% a year on the amount
pensions (SIPPs) subject to approval by the scheme subscribed with a payment every quarter, which is fixed
trustees and administrators. and does not change.
Mini bonds are not currently approved for ordinary tax-

free individual savings accounts (ISAs).
Can I pay by instalments or top up my holding? How do I get paid my interest?
Unfortunately not. There is a fixed invitation period For the five-year term of the London Property Bond, you
during which all applications must be completed. Once are entitled to receive each quarter 2% gross interest.
the invitation period is closed, no new applications or
additions to existing holdings can be accepted.
What is the Offer Period? What is a ‘Bond Account’?
The invitation period opens on 12 February 2016 and You may access details of your investment online through
closes on 29 July 2016. your personal account on www.londonpropertybonds.
com (this is the ‘Bond Account’).
How can I confirm my investment has been accepted? When do I get my original investment back?
Once your application has been accepted, your investment All of your original investment is expected to be returned in
will be recorded in your Bond Account. In addition, full on 30 June 2021.
following the closing date, all bondholders will be issued
with a bond certificate registering their investment.
Can I change my mind?
Yes, provided you do so within 14 days of your completed

Application Form being received or being submitted
online. If you wish to cancel your application, you should
write to STOA, Becket House, 36 Old Jewry, London,
EC2R 8DD. After this date, your application will be
irrevocable and you will not be able to terminate it or
rescind it unless there are exceptional circumstances.
21
Frequently Asked Questions
How does the Early Bird bonus work? What is London Property Bonds plc?
Any investor who completes their application before 30 London Property Bonds plc is the company that has been
June 2016 will start accruing 8% p.a. interest from the day established to issue the London Property Bond to provide
their investment is cleared up to the Closing Date. The funding for property improvements, advised by Robert
Early Bird interest will be paid to you as an initial bonus Holmes & Co.
soon after the Closing Date.
Individuals who invest after 30 June 2016 will accrue Who is Robert Holmes & Co?
interest from the Closing Date.
Robert Holmes & Co is a successful estate agency
business that has been a leader in the Wimbledon area of
London for nearly 30 years and is the property adviser to
Are there any hidden fees, charges or deductions? London Property Bonds plc.
London Property Bonds plc will take no fees or make any

deductions or charges of any kind on the interest paid by How will the money be invested in order to pay 8%?
the London Property Bond.
ưư Local Expansion: With nearly 30 years of
HMRC has made changes to the tax deduction scheme local knowledge, Robert Holmes & Co
for interest (TDSI), which came into effect on 6 April 2016. will carefully expand in areas where the
The obligation of deposit-takers (like London Property company already has a name in order that
Bonds plc) to withhold tax ceased on this date. Therefore, more property investments can be found for
all interest paid by London Property Bonds plc is paid the bondholders.
gross, without deducting 20% withholding tax. It is now ưư Property Improvement: London Property
the obligation of the bondholder to report interest earned Bonds plc will seek to fund property
to HMRC. improvements in the Wimbledon area for
a pre-agreed percentage of the increase
Furthermore, from 6 April 2016, R85 declarations are no in value of the property. And all funding will
longer required for non-UK taxpayers. be secured against the property.
ưư Property Development: London Property
Bonds plc will take the opportunity to part
or wholly fund the regeneration of buildings
Do mini bonds track the stock or bond markets? in the Wimbledon and surrounding areas,
secured against the value of the properties
No, it is highly unlikely that there will be any correlation that being developed.
is not statistically coincidental. ưư Property: investment in properties that
without improvements can still achieve
substantial growth due to location.
Can I withdraw my money before the end of the five- Where does the money go if it isn't invested in properties
year term? as planned straight away?
Mini bonds have a fixed term and are not freely Any capital yet to be deployed may be held in bank deposit
transferable. The London Property Bond allows investors accounts and/or invested in high-yielding instruments
to request the return of their investment if they can show (as long as they are asset-backed).
financial hardship or if an executor of their estate makes
a formal request.
22
What more can you tell me about the properties London
Property Bonds will invest in? What if something happens to me or I die?
They will be prime London property, mainly in Wimbledon. If a bondholder shows they are subject to material
The growth in value expected upon the sale of the financial hardship, the Directors have discretion to repay
property is expected to be significantly higher than the the bondholder’s investment early.
value of London Property Bonds’ investment. Any
downturn in the sale value will be borne by the clients, not London Property Bonds that are not jointly held would
the Bondholders. form part of your estate and title would pass to the
executors or administrators of your estate. The London
Property Bond allows your executors or administrators to
apply for early repayment of the bond so the estate can
What projects are you currently working on? be settled.
As detailed in this document, London Property Bonds

plc is a new entity. However, its advisor, Robert Holmes
& Co has carried out similar work for third parties. Robert
Holmes & Co’s experience will be to London Property
Bonds’ and its investors’ benefit.
How is the investment protected?
Bondholders have several levels of protection:
ưư First
is a debenture over all the assets of
London Property Bonds plc.
ưư Second, London Property Bonds plc will
hold a charge over any properties against
which it lends.
ưư Third, an independent Security Trustee
is appointed to act on behalf of Bondholders
if London Property Bonds plc defaults. The
Security Trustee acts solely on behalf of
Bondholders.
How much money do you hope to raise with this London

Property Bond?
London Property Bonds plc is seeking to raise a total of £3

million. Following analysis of the market, we believe this is
the optimum investment for us to deploy.
There is no minimum raise.
23
How to invest in the
Online Application Postal Application
You can complete the online application process by Visit www.londonpropertybonds.com and download an
visiting www.londonpropertybonds.com and selecting application form or write to STOA at:
Invest Online Now.
London Property Bonds, ℅ STOA,
Step 1 Becket House, 36 Old Jewry,
Begin the registration process by entering your full name, London EC2R 8DD
address and telephone number.
You will receive an application form in the post.
Step 2
Create an account by providing your email address and a Please complete and sign the application form and
password. You will receive an email confirming you have investor questionnaire (if applicable) by hand in black
created an account. ink and in block capitals (there is no maximum value for
postal applications).
Step 3
State how much you would like to invest. The minimum Make a bank transfer to the details on the application
investment is £1,000; there are no maximum investments form or you may include a cheque (see “Payment
but investments are required to be in multiples of £1,000. Information” for details) with your application form. Once
the transferred funds are cleared, they will automatically
Step 4 be matched to your application.
State what type of investor you are and if prompted
complete the appropriate investor questionnaire. Note: postal applications need to be checked and
approved. You may be contacted to confirm or check
Step 5 some details.
Provide your bank details to ensure payment of your
quarterly interest payments.
Step 6
Select your payment method. Invest by debit card up
to £10,000 or an unlimited amount via bank transfer or
cheque.
Step 7
Upload your identification and proof of address
documentation.
Step 8
You have completed the investment process, you will see
an overview of your application which you may print for your
records and you will receive a confirmation email.
24
Payment Information Payment by cheque
The minimum application is for £1,000 and multiples of Please make cheques payable to ‘Global Custodial
£1,000 thereafter. Services’.
You may pay by bank transfer (using the details below) or

online using a debit card (maximum of £10,000) . It is also
possible to pay by cheque if preferred.
Bank Transfer Details Bank Transfer Details
Account Name Under the Money Laundering Regulations 2007 (as

GLOBAL CUSTODIAL LPB amended), all applicants are required to submit a copy of
Sort Code photographic ID and proof of address.
090222
Account Number If you are applying online, you will be prompted to upload
10502509 these documents as part of the online application process.
Bank Name If you are unable to do so at the time of investment, you
Santander UK plc will need to submit these documents at a later date.
Branch
Bridle Road, Bootle L30 4GB If you are applying via post, you are required to enclose a
IBAN Number copy of these documents with your application.
GB69ABBY09022210502509
SWIFT Code Please do not send original documents in the post. You
ABBYGB2LXXX will be contacted if the original documents are required.
There is no maximum investment (except a maximum of GCS reserves the right to withhold any entitlement
£10,000 by debit card) and you may invest any number of until such verification of identity is completed to its
times as long as it is within the offer period. satisfaction.
Help
If you have any questions regarding the procedure for investment or payment, please contact the mini bond Help Desk:
Telephone Email Address

0845 468 0379 [email protected] London Property Bonds, ℅ STOA,
Lines are open from 9am and 5pm, Becket House, 36 Old Jewry,
Monday to Friday. London EC2R 8DD
25
26
Definitions
A M
Application: An application to subscribe for the London Mini Bond: An unlisted and untradeable corporate loan.
Property Bond.
C N
Closing Date: 5:00 pm on 29 July 2016, or such other date NCM: NCM Fund Services Limited of 7 Melville Crescent,
prior to the Long Stop Date as selected by STOA. Edinburgh, EH3 7JA which is authroised and regulated by
the Financial Conduct Authority, number 183732.
E R
Early Bird Offer: Applications accepted prior to 30 June Robert Holmes: Robert Holmes & Co Limited and its
2016 will atract addition interest between the date the subsidiaries and affiliates.
funds cleared and the Closing Date.
Receiving Agents: The entity that collects the application
monies, GCS.
F Registrars: Buckingham Corporate Services Limited,

5th Floor,St George's House, 15 Hanover Square, London,
FCA: Financial Conduct Authority (in the UK). W1S 1HS.
G S
GBP or £: Pounds Sterling Security Trustee: A party responsible for the administration,
recovery or enforcement of the security taken over the
GCS: Global Custodial Services Ltd, The Old Barn, Oasts assets of the Company by way of a debenture.
Business Village, Red Hill, Wateringbury, Maidstone, Kent,
ME18 5NN which is authorised and regulated by the SME: Small or medium-sized enterprise.
Financial Conduct Authority, number 595875.
STOA: A trading name of Independent Portfolio Managers
GCEN: Global Currency Exchange Network Limited, The Limited which is authorised and regulated by the Financial
Old Barn, Oasts Business Village, red Hill, Wateringbury, Conduct Authority, number 184115, and is the promoter
Maidstone, Kent, ME18 5NN, which is authorised and of the Bonds.
regulated by the Financial Conduct Authority, number
04675786.
L U
Launch Date: 12 February 2016. US$ or $: United States Dollar.
London Property Bonds plc or Company: London Property

Bonds plc, with Company Number 9867110, which is
issuing the London Property Bond.
Long Stop Date: 5:00 pm on 30 September 2016.
London Property Bond(s): The bond(s) issued by the

Company created by the Bond Instrument.
27
27
Bond
Instrument 1. Definitions and Interpretation
This deed is made on the 12 February 2016 by: 1.1. The following words have these meanings in this Instrument unless a
contrary intention appears;
LONDON PROPERTY BONDS plc registered in England
and Wales with registration number 9867110 whose A Aggregate Nominal Amount: in respect of the London Property Bonds in
registered office is at 106 Mount Street, London, issue at any time, the aggregate principal amount of London Property Bonds
W1K 2TW (the Company). outstanding at that time and/or all accrued and unpaid interest thereon.
B Bondholder or Bondholders: the person(s) from time to time entered in the
Register as the holders of the London Property Bonds.
Bond Instrument or Instrument: this bond instrument constituting London
Property Bonds.
Business Day: a day other than a Saturday or a Sunday on which clearing
banks are open for business in London.
C Certificate: a certificate evidencing title to the Bonds.
Commencement Date: Being the date on which the Bonds are first issued.
D Default Event: has the meaning given to that term in clause 6.1 of this
Instrument.
Directors: the board of directors of the Company from time to time.
F First Interest Payment Date: 30 September 2016.
G Group: a company which is from time to time a parent undertaking or
a subsidiary undertaking of the Company or a subsidiary undertaking
of any such parent undertaking, and the terms “parent undertaking”
and “subsidiary undertaking” shall have the meanings as set out in the
Companies Act 2006.
I Interest Payment Date: The date being (i) the First Interest Payment
Date and (ii) thereafter the last day of every, December, March, June and
September provided that it is a Business Day, (but if it is not a Business Day,
then the next Business Day) up to and including the date on which the Bonds
are finally redeemed.
Interest Period: In respect of a Bond, the period commencing on (and
including) an Interest Payment Date for that Bond and ending on (but
excluding) the next Interest Payment Date for that Bond, except that the
first Interest Period will commence on (and include) the Commencement
Date and end on (but exclude) the First Interest Payment Date.
Interest Rate: 8% p.a. (eight per cent per annum).
L London Property Bonds or Bonds: The non-convertible and non-
transferable bonds of the Company constituted by and issued pursuant to
this Bond Instrument.
R Recognised Investment Exchange: has the meaning ascribed to that term
in section 285 of the Financial Services and Markets Act 2000.
Register: the register of Bondholders maintained by the Company as
provided for in clause 12.
Registered Office: the registered office of the Company from time to time.
Repayment Date: subject to pre-payment by the Company in accordance
with the terms of this Bond Instrument, the date that is the fifth anniversary
of the Commencement Date (but if it is not a Business Day, then the next
Business Day).
S Security: the security created by the Security Document.
Security Document: a debenture being a fixed and floating charge over the
assets of the Company granted to the Security Trustee.
Security Trustee: Independent Portfolio Managers Limited or such other
person as is appointed as trustee under the Security Trust Deed.
Security Trust Deed: the deed by which the Security Trustee is appointed
to hold the Security for the benefit of the Bondholders on the terms set out
in that deed.
1.2. In this Bond Instrument, unless the contrary intention appears 3. Interest
1.2.1. the singular includes the plural and vice versa and any
gender includes the other gender; 3.1. The Company shall pay to the Bondholders interest on the principal
1.2.2. person’ unless the context otherwise requires includes a amount outstanding from time to time under London Property Bonds
natural person, a firm, a partnership, a body corporate, an at the Interest Rate on each Interest Payment Date in respect to each
unincorporated association or body, a state or agency of Interest Period.
state, trust or foundation (whether or not having separate 3.2. Interest will be calculated on the basis of a 365 day year (or, in the
legal personality); case of a leap year, a 366 day year) and interest accrues from day
1.2.3. a ‘natural person’ unless the context otherwise requires to day.
shall mean a human being, as opposed to a juridical person 3.3. The Company shall promptly notify the Security Trustee if it, has
created by law; insufficient funds to make any interest payment on any Interest
1.2.4. a reference to: Payment Date.
1.2.4.1. a document means that document as amended,
replaced or novated; 4. Redemption of London Property Bonds
1.2.4.2. a statute or other law means that statute or other law as
amended or replaced, whether before or after the date of 4.1. Each London Property Bond not previously repaid before the
this Bond Instrument and includes regulations and other Repayment Date will be redeemed by the Company on the Repayment
instruments made under it; Date, in an amount equal to its outstanding principal amount,
1.2.4.3. a clause or schedule is a reference to a clause or a together with interest accrued and unpaid up to and including the
schedule in this Bond Instrument; and a month means date of redemption.
a calendar month; 4.2. All payments of principal and interest in respect of the Bonds by or
1.2.5. where the word ‘including’ or ‘includes’ is used, it is to be on behalf of the Company shall be made at the Bondholder’s risk:
taken to be followed by the words: ‘but not limited to’ or ‘but 4.2.1. by cheque or bank transfer in favour of the Bondholder. If
is not limited to’, as the case requires; such payment is to be made by cheque, it shall be sent at the
1.2.6. where a period of time is expressed to be calculated from or Bondholder’s risk to the address notified to the Company for
after a specified day, that day is included in the period; such purpose in writing by the Bondholder from time to time;
1.2.7. a reference to “date of redemption” or “repayment” or 4.2.2. free and clear of, and without withholding or deduction
“redeemed” or “repaid” means the date on which all the for, any taxes, duties, assessments or governmental
outstanding principal and accrued and unpaid interest on all charges of whatsoever nature imposed, levied, collected,
the outstanding Bonds is finally paid by the Company; and withheld or assessed, unless such withholding or
1.2.8. headings are inserted for convenience and do not affect the deduction is required by law. In that event, the Company
interpretation of this Bond Instrument. shall make such withholding or deduction and shall, where
required, account to the relevant tax authority for such
2. Amount and Status of London Property Bonds withholding or deduction. For the avoidance of doubt, in
such circumstances, the Company shall not be required to
2.1. The aggregate principal amount of London Property Bonds is limited increase or gross-up any payment of principal or interest
to £10,000,000. made hereunder;
2.2. London Property Bonds shall only be capable of being issued 4.2.3. in the event that any income or other tax is deducted from a
in multiples of £1,000 in nominal amount. There is no limit on the payment, the Company will issue to the Bondholders as soon
maximum amount of London Property Bonds that can be issued to a as reasonably practicable a certificate of deduction of tax in
Bondholder, subject to the aggregate principal amount limit set out in respect of the tax deducted or withheld;
clause 2.1 above, but there is a minimum amount of London Property 4.2.4. all London Property Bonds redeemed by the Company
Bonds that can be issued to a Bondholder which is £1,000. pursuant to the terms of this Bond Instrument will be
2.3. London Property Bonds shall not be issued to or registered in the cancelled and will not be available for reissue.
names of more than one Bondholder. 4.2.5. The Company will notify the Security Trustee and the
2.4. Subject to this Bond Instrument, all of the London Property Bonds relevant Bondholder(s) of any proposed redemption of
as and when issued shall rank pari passu equally and rateably as the Bonds (whether on the Repayment Date or prior to the
between each London Property Bond without discrimination or Repayment Date) at least 10 Business Days prior to the date
preference. of any proposed redemption pursuant to this clause 4 and
2.5. Subject to clauses 10 and 11, London Property Bonds shall not be clause 5 and also once the redemption has been completed.
capable of being transferred by the Bondholder or by the Company
and shall not be capable of being dealt in or negotiated on any 5. Pre-payment and Early Redemption of London Property Bonds
stock exchange or other recognised or capital market in the United
Kingdom or elsewhere and no application has been or will be made 5.1. The Company will be entitled to redeem any or all of the London
to any Recognised Investment Exchange for the listing of, or for Property Bonds in an amount equal to the outstanding principal
permission to deal in, London Property Bonds. amount of the London Property Bonds being redeemed together
29
with interest accrued and unpaid thereon at any time after the administrative receiver, administrator, compulsory
Commencement Date or at any time after the occurrence of an event manager or other similar officer in respect of the
described in clause 11.1. Company or any of its assets; or
5.2. In addition to clauses 4 and 11, and subject always to the remainder d) enforcement of any security interest over any assets of
of this clause 5, up to £50,000 principal amount of London Property the Company;
Bonds shall, at the absolute discretion of the Company, be capable of e) or any analogous procedure or step is taken in any
being redeemed in the circumstances set out in clause 5.3 prior to a jurisdiction.
Repayment Date in each 12 month period ending on each anniversary
of the issue of the London Property Bonds. 6.2. The Company will immediately notify the Security Trustee and will
5.3. London Property Bonds shall only be capable of being redeemed use reasonable endeavours to give notice to the Bondholders of
pursuant to clause 5.2 above if: the happening of any Default Event within ten (10) Business Days
5.3.1. the Bondholder is able to demonstrate in documented form of becoming aware of the same. If any Bondholder shall waive in
to the satisfaction of the Company that they are subject to writing its right of repayment of the Aggregate Nominal Amount due
material financial hardship or became entitled to the London to it, London Property Bonds held by such Bondholder shall remain
Property Bond as a result of the death or bankruptcy of a outstanding.
holder of a London Property Bond; and
5.3.2. the Bondholder has given a minimum of two months’ notice 7. Security and Enforcement
in writing to the Company that they wish to redeem their
holding of London Property Bonds. 7.1. The Security shall be held for the benefit of the Bondholders by the
5.4. For the avoidance of doubt, the decision as to whether to accept Security Trustee on the terms of the Security Trust Deed.
(in whole or in part) applications for early redemption of London 7.2. If a Default Event has occurred the Aggregate Nominal Amount shall
Property Bonds pursuant to clauses 5.2 and 5.3 shall be at the become due and payable immediately by the Company.
absolute discretion of the Company and it shall be a condition of any 7.3. If a Default Event has occurred the Security Trustee is entitled to
such acceptance by the Company that the Bondholder shall have enforce the Security on the terms of the Security Trust Deed.
completed the notice of redemption on the reverse of their Certificate
and delivered the same to the Company (or as it shall direct) prior to 8. Non-Conversion
the scheduled date for redemption.
8.1. Neither the principal amount of London Property Bonds nor any
6. Default Events interest thereon shall be capable of conversion into shares or other
securities in the Company.
6.1. If any of the following events (each a “Default Event”) shall occur,
the Security Trustee at its discretion may, and if so requested in 9. Certificates
writing by the holders of at least one-quarter of the aggregate
principal amount of the Bonds then outstanding shall give notice to 9.1. The Company will recognise the Bondholder indicated in the Register
the Company that the Bonds are, and each Bond shall accordingly as the absolute owner of London Property Bonds. The Company is
forthwith become, immediately due and payable at par together not bound to take notice or see to the execution of any trust whether
with all accrued and unpaid interest up to and including the date of express, implied or constructive to which any Bonds may be subject.
redemption, and the Security shall become enforceable if: 9.2. If any of the Bondholder’s Bonds are due to be redeemed under
6.1.1. Company fails to repay any principal amount or pay any any of the provisions of this Bond Instrument, the Bondholder shall,
interest on the Bonds within 30 days of the due date for if requested by the Company, deliver up to the Company (at its
redemption or payment thereof in accordance with the Registered Office) the Certificate(s) for London Property Bonds which
terms of this Bond Instrument; or are due to be redeemed in order that the same may be cancelled and,
6.1.2. the Company is unable or admits inability to pay its debts as upon such delivery (if so requested by the Company), the Company
they fall due, suspends making payments on any of its debts shall pay the relevant redemption amount to the Bondholder.
or, by reason of actual or anticipated financial difficulties, 9.3. If any of the Bondholder’s Bonds are liable to be redeemed under
commences negotiations with one or more of its creditors any of the provisions of this Bond Instrument, and, following a
with a view to rescheduling any of its indebtedness; or request by the Company, the Bondholder fails or refuses to deliver
6.1.3. the value of the assets of the Company is less than its up the Certificate(s) for such Bonds at the time and place fixed for
liabilities (taking into account contingent and prospective the redemption of such Bonds, then the Company may set aside
liabilities); or the relevant amount due to the Bondholder, pay it into a separate
6.1.4. a moratorium is declared in respect of any indebtedness of interest-bearing bank account which shall be held by the Company
the Company; or in trust for the Bondholder (but without interest (save as may accrue
6.1.5. any corporate action legal proceedings or other procedure or in such account)) and such setting aside shall be deemed, for all
step is taken in relation to: purposes of these conditions, to be a payment to the Bondholder
a) the suspension of payments, a moratorium of any and the Company shall thereby be discharged from all obligations
indebtedness, winding-up, dissolution, administration in connection with such Bonds. If the Company shall place such
or reorganisation (by way of voluntary arrangement, amount on deposit at a bank, the Company shall not be responsible
scheme of arrangement or otherwise) of the Company for the safe custody of such amount or for any interest accruing on
other than a solvent liquidation or reorganization; such amount in such account.
b) a composition, compromise, assignment or arrangement 9.4. If any certificate is lost, stolen or mutilated, defaced or destroyed,
with any creditor of the Company; it may be replaced at the Registered Office, subject to all applicable
c) the appointment of a liquidator (other than in respect laws, upon such indemnity as the Directors may reasonably require.
of a solvent liquidation of the Company), receiver,
30
10. Transfer Instrument, and at all times while such Bondholder holds London
Property Bonds, that:
10.1. Subject to clause 10.2, London Property Bonds are not transferable 13.2.1. (in case of the Company only) it has the power and authority
in whole or in part and neither the Company nor its Directors shall to issue the Bonds and to exercise its rights and perform its
approve, or arrange or participate in any transfer of London Property obligations under the Bonds;
Bonds whether by registration or otherwise. 13.2.2. it has the power and authority to enter into this Bond
10.2. Where the Bonds are held by a person as a nominee for another Instrument and to exercise its rights and perform its
person who is the beneficial owner of the Bonds, then the Directors obligations under this Bond Instrument;
will agree to a transfer of the Bonds in whole from one nominee to 13.2.3. it has taken all necessary corporate, shareholder and other
another nominee provided always that (i) the beneficial owner of the action to authorise the execution, delivery and performance
Bonds does not change, (ii) any nominee is not a natural person, (iii) of this Instrument; and
the Directors are provided with such evidence as they may reasonably 13.2.4. it has been duly incorporated, constituted or amalgamated
require to satisfy themselves that the beneficial ownership of the and is validly subsisting and is in good standing under the
Bonds has not changed and (iv) the Directors are provided with such laws of the jurisdiction in which it is incorporated, constituted
evidence as they may reasonably require for the new nominee to be or amalgamated.
registered as the holder of such Bonds.
14. Notice
11. Transmission
14.1. Any notice or other communication to be given under this Bond
11.1. Any person becoming entitled to London Property Bonds as a result Instrument, the Certificates or London Property Bonds must be in
of the death or bankruptcy of a holder of London Property Bonds or writing and will be served by delivering it personally or sending it by
of any other event giving rise to the transmission of such Bonds by pre-paid post or by facsimile (to the Company only) to the address
operation of law may, upon producing such evidence as is reasonably and for the attention of the relevant party mentioned below (or as
required by the Directors of the Company, be registered as the holder otherwise notified by that party). Any notice will be deemed to have
of such Bonds. been received:
11.2. In the case of death of a registered holder of London Property Bonds, 14.1.1. if delivered personally, at the time of delivery;
the only persons recognized by the Company as having any title to 14.1.2. in the case of pre-paid post, 48 hours from the date of
London Property Bonds are the executors or administrators of a posting;
deceased sole registered holder of London Property Bonds or such 14.1.3. in the case of registered airmail within three (3) Business
other person or persons as the Directors may reasonably determine Days of the date of posting; and
and they will be entitled to require repayment of London Property 14.1.4. in the case of facsimile, at the time of transmission.
Bonds at par. 14.2. If deemed receipt occurs before 9:00am on a Business Day the
notice is deemed to have been received at 9:00am on that day and
12. Register of the Bonds if deemed receipt occurs after 5:00pm, the notice is deemed to have
been received at 9:00am on the next Business Day.
12.1. The Company will at all times keep at its Registered Office, or at such 14.3. The addresses of the parties for the purposes of the Bond Instrument
other place as the Company may have appointed for the purpose, a are as set out in the Register from time to time, and in the case of
register showing: facsimile numbers as advised by the Company from time to time, or
12.1.1. the nominal amount of the Bonds held by the Bondholder; such other address as may be notified in writing from time to time by
12.1.2. the serial number of each Bond issued; the relevant party to the other party.
12.1.3. the date of issue and all subsequent transmissions of 14.4. For the avoidance of doubt, a notice will not be validly served under
ownership; and this Bond Instrument if served by email.
12.1.4. the name and address of the Bondholder as Bondholder.
12.2. The Bondholder may at all reasonable times during office hours 15. Governing Law
inspect their details entered in the Register and take copies of such
details from the Register. 15.1. The London Property Bonds and any non-contractual obligations
12.3. Register may be closed by the Company for such periods and at arising from them are governed by, and should be construed in
such times as it thinks fit but for not more than thirty (30) days in accordance with, English law.
any calendar year.
12.4. Any change of name or address on the part of the Bondholder must be
notified to the Company and the Register will be altered accordingly.
13. Warranties and Undertakings

Signature page to the Bond Instrument of London Property Bonds plc
13.1. The Company undertakes to each Bondholder that: This deed is executed as a deed by the parties and is delivered and takes
13.1.1. it will perform and observe the obligations imposed on it by effect on the date at the beginning of this deed.
this Bond Instrument; EXECUTED as a DEED for and on behalf of London Property Bonds plc
13.1.2. it will comply with the provisions of the Certificates; and
13.1.3. London Property Bonds are held subject to and with the Director Director/Secretary
benefit of the terms and conditions set out in this Bond
Instrument and are binding on the Company and the
Bondholder and all persons claiming through or under them.
13.2. The Company warrants to each Bondholder on the date of this
31
Terms and
Conditions
These terms and conditions apply to your subscription 1. Form of Applications
for Bonds and by making an application for London
Property Bonds (“Application”) you agree to be bound by 1.1. For Online Applications you must complete online the Application Form
them and at the same time submit the online payment. Online Applications
made by debit card for amounts up to and including £10,000, or by
direct bank transfer for any amount.
1.2. For Postal Applications you must download, print, complete
and sign the Application Form and it must be accompanied by a
personal cheque drawn on a bank account of a branch of a bank
or building society in the UK, made payable to “Global Custodial
Services” and crossed “Account Payee only”. There is no limit
on the amount of postal Applications. Postal Applications must
be sent to Global Custodial Services Limited, The Old Barn, Oast
Business Village, Redhill, Wateringbury, Kent ME18 5NN, ("GCS").
2. Acceptance of Applications
2.1. For Online Applications: You must have completed the Application
Form and submitted online payment before 5:00pm on 29 July 2016.
2.2. Postal Applications: The duly completed and signed Application Form
and cheque must be received by GCS no later than the Long Stop Date.
2.3. Receipt: by GCS of your online or postal Application Form together
with either your online payment or your cheque will, after 14 days,
automatically result in your Application being irrevocable and you will
not be capable of terminating it or rescinding it.
2.4. All Applications are made based strictly on (i) the Terms and Conditions
contained in this Invitation Document and (ii) the Bond Instrument.
3. Amount of Applications
3.1. The Company will only accept Applications in whole or in part in

multiples of £1,000 (£1,000 minimum) being the nominal amount of
London Property Bond.
4. Acknowledgements and Confirmations

You acknowledge and confirm in making an Application for
London Property Bond that:
4.1. You are not relying on any information given or any representations,
warranties, agreements or undertakings (express or implied), written
or oral, or statements made at any time by the Company in relation
to the Company or any Robert Holmes Group entity other than as
contained in this Invitation Document and the Bond Instrument and
that, accordingly, none of the Company or any Group entity of Robert
Holmes, its directors, officers, agents, employees or advisers or any
person acting on behalf of any of them shall have any responsibility
for any such information, representations, warranties, agreements or
undertakings (expressed or implied);
4.2. You are not relying on the Company or STOA or Independent Portfolio
Managers Ltd to advise whether or not London Property Bond are a
suitable investment for you;
4.3. You are either (i) an individual who is 18 years old or more at the
date of making your Application and who is resident in the UK, or (ii)
a company resident in the UK for corporation tax purposes and who
is not prevented by the laws of its governing jurisdiction or place of
incorporation from applying for or holding London Property Bond;
4.4. You are entitled to make your Application and to be issued with London such facilities.
Property Bond in respect thereof under the laws of and rules of any 4.17. You agree that GCEN and/or GCS can transfer and/or, pay monies
governmental bodies located in any jurisdictions which apply to you; paid to it/them (any such monies being “GCEN/GCS Monies”) to the
4.5. You are aware that it is up to you to seek independent advice from company and/or transfer, pay or otherwise deal with such monies
someone who specialises in advising on investments such as the in accordance with the instructions of the Company and you hereby
London Property Bond; irrevocably consent to GCEN and/or GCS so transferring, paying or
4.6. You are not entitled to be paid any commission in relation to your otherwise dealing with any GCEN/GCS Monies.
Application; 4.18. You agree that neither GCEN nor GCS shall:
4.7. Any monies returnable to you may be retained by the Company 4.18.1. deliver, or procure the delivery of, London Property Bond
pending clearance of your cheque and such monies will not bear Certificate to you; or
interest; 4.18.2. make any re-imbursement to you in the event that your
4.8. You acknowledge that the Company may, in its absolute discretion, Application is not accepted except where they have been
reject in whole or in part or scale down your Application; instructed to do so by the Company and the Company has
4.9. All certificates, documents, monies and cheques sent to you by or on put GCEN and/or GCS (as applicable) in funds to make such
behalf of the Company or any documents, monies and cheques you re-imbursement and has paid any fees or expenses incurred
send to the Company are sent at your risk; by GCEN and/or GCS in respect of such re-imbursement; or
4.10. You and any funds under your management are not engaged in money 4.18.3. make any re-imbursement to you in respect of London
laundering; Property Bond and/or these Terms and Conditions except
4.11. You are making your Application on your own behalf and for no other where they have been instructed to do so by the Company
person; and the Company has put GCEN and/or GCS (as applicable)
4.12. The Company, their representative members, directors, employees, in funds to make such re-imbursement and has paid any fees
agents and advisers will rely upon the truth and accuracy or the or expenses incurred by GCEN and/or GCS in respect of such
confirmations, acknowledgements and representations contained in re-imbursement.
this Invitation Document and the Application Form; 4.19. You agree that neither GCEN nor GCS has made any recommendation
4.13. If applicable, the cheque provided by you in respect of your London or provided any advice to you in connection with any London Property
Property Bond subscription will be honoured on first presentation; Bond, your Application or these Terms and Conditions.
4.14. The Company accepts no liability for any inaccuracies in your 4.20. You agree that neither GCEN nor GCS nor any of their respective
Application or for any late or failed delivery of your Application Form; officers, directors or employees shall be liable to you for any losses,
4.15. You agree to be notified by email (at the email address provided) of liabilities, costs, damages, and expenses (including, without limitation,
the availability of an electronic certificate of deduction of tax relating counsel fees) (“Losses”) which may be incurred or suffered by you in
to your interest for each payment. connection with or arising from:
4.16. You agree that the Company may: 4.20.1. the performance, non - performance or delay in performance
4.16.1. direct that you make payment persuant to your subscription by the Company or STOA or Independent Portfolio Managers
for London Property Bond to, and/or using facilities provided Ltd of any of their obligations pursuant to or in connection
by, GCS and/or Global Currency Exchange Network Ltd (a with any London Property Bond, any Application or these
company incorporated in England and Wales under company Terms and Conditions;
number 04675786, the registered office of which is at The Old 4.20.2. your investment in London Property Bond or the transactions
Barn, Oast Business Park, Redhill, Wateringbury, Kent ME18 contemplated by your Application or these Terms and
5NN) (“GCEN”); and/or Conditions;
4.16.2. make payments to you, pursuant to or in connection with 4.20.3. the provision of any facilities, the making of any payments,
London Property Bond and/or your Application and/or these the undertaking of any foreign exchange transactions or the
Terms and Conditions using facilities provided by GCEN and/ holding of any monies by GCEN and/or GCS in connection
or GCS; and/or with transactions contemplated by your Application and/or
4.16.3. direct that you undertake foreign exchange transactions in these Terms and Conditions, save where such Losses arise
respect of payments made in currencies other than GBP in from the fraud, gross negligence or wilful default of GCEN or
respect of your subscription for London Property Bond and/ GCS.
or your Application and/or these Terms and Conditions using 4.21. You agree that neither GCEN nor GCS nor any of their respective
facilities provided by GCEN and/or GCS; and/or officers, directors or employees shall under any circumstances be
4.16.4. undertake foreign exchange transactions in respect of liable to you for loss of profits or goodwill, anticipated savings, or any
payments to be made pursuant to London Property Bond type of special indirect or consequential loss arising in connection
and/or your Application and/or these Terms and Conditions with your investment in London Property Bond or the transactions
using facilities provided by GCEN and/or GCS; and/or contemplated by your Application or these Terms and Conditions.
4.16.5. direct that sums paid by you in respect of London Property
Bond and/or your Application and/or these Terms and
Conditions are deposited with or otherwise held by GCEN
and/or GCS, and you consent to GCEN and/or GCS providing
33
5. Money Laundering all withholding taxation or other dues form or on behalf of
the investors concerned. It shall not be GCS’s duty to
5.1. It is also a term of your Application that, to ensure compliance with calculate such taxation or other amounts withheld, but
the Money Laundering Regulations 2007 (as amended), the Company, merely to process the payments in this respect which the
STOA, Independent Portfolio Managers Ltd , GCEN or GCS may, in their Company or its auditors provide to GCS.
absolute discretion, require verification of your identity to the extent
ưư Upon redemption of the Bonds, proceeds of redemption
that you have not already provided the same. shall be transferred by the Company to GCS for onward
5.2. Pending the provision of evidence of identity, London Property Bond payment to the Bondholders entitled to receive these
applied for by you may not be issued at the absolute discretion of the moneys.GCEN and GCS clarify that their duties do not, in any
Company or STOA. circumstances, extend to:
5.3. If within a reasonable time after a request for verification of identity,
ưư management of the Bonds or any other investments;
satisfactory evidence has not been supplied, the Company may, at its
ưư scrutiny of any investment management mandates or
absolute discretion, terminate your Application in which event your decisions or any decisions taken by the Company to make
subscription will be returned to you without interest and at your risk. use of externally provided secured finance; or
ưư the custody, safe-keeping or security trusteeship of the
6. Response to FCA Questions - Transparency and Disclosure Bonds or of any other assets from time to time held by or in
Statement the name of the Company.
6.1. GCEN and GCS have been engaged by the Company to provide 7.3. GCEN’s services are provided subject to the Payment Services
services to investors during the fund raising process as described Regulations 2009, which do not afford Bondholders access to any
elsewhere within this document. Both entities are authorised and form of compensation scheme in the event that GCEN should default.
regulated by the Financial Conduct Authority. GCEN is an authorised The default of GCS may entitle any Bondholder who is an “eligible
Payment Institution under the Payment Services Regulations 2009 claimant” under the FCA Rules to make a claim against the Financial
with the authorisation number 504346 and GCS is authorised under Services Compensation Scheme, for a payment that is capped at a
the Financial Services and Markets Act 2000 with the authorisation maximum of £50,000, regardless of any loss or alleged loss sustained.
number of 595875. 7.4. GCEN and GCS have jointly required the Company to execute its
6.2. In the performance of the fund raising process it is important to note standard terms of business, under the terms of which each of GCEN
that each entity undertakes differing functions and the processes and GCS are entitled to be indemnified in the event of the Company’s
that they perform are described below.GCEN will undertake Anti fraud, willful default or negligence of the Company or the Arranger
Money Laundering (“AML”) due diligence and identification processes insofar as either GCEN or GCS has sustained loss (not limited to
to determine the source of the funds and confirm the identity of the financial loss) as a direct result thereof.
investor. 7.5. Further information with regard to the services provided by GCEN
6.3. The client’s investment capital is initially paid to GCS for safekeeping and GCS can be found at www.gcen.co.uk inclusive of Terms and
until the Company instructs us to draw down on the money. Conditions and supporting FAQs.
6.4. Both GCEN and GCS take the protection of investors’ capital seriously
and have to that end introduced robust procedures for the daily 8. Issuance of London Property Bond
monitoring and maintenance of the segregated client accounts. 8.1. In the event that your Application is successful, we will send you a
bond certificate (“London Property Bonds Certificate”) in respect of the
7. Payment services secured London Property Bond that have been issued to you.
7.1. The Company has engaged GCEN and its affiliate entity, GCS to 8.2. If your Application is not successful or the offer is not closed, your
provide payment services and certain related services in respect of the cheque or online payment will be returned to you within 10 working
subscription process. GCEN is regulated by the FCA as an Authorised days of the Long Stop Date without interest and at your risk.
Payment Institution in accordance with the Payment Services 8.3. Once the agreed funding amount has been achieved or the Long Stop
Regulations 2009. GCS is authorised and regulated by the FCA to Date reached, no further Applications will be accepted.
hold a client’s money on their behalf. 8.4. If your Application is successful in respect of only some of the London
7.2. GCEN and GCS provide their services to the Company as follows: Property Bond you applied for, a cheque or online payment for the
ưư GCS provides a dedicated bank account into which balance of the amount of your Application (without interest) will be
subscribers to the Bond issue may deposit their subscription. sent to you with the secured London Property Bonds Certificate, at
ưư Subscriptions will be held securely in a segregated Client your risk.
Money account with GCS until the Company directs their
transfer to the Company. 9. General
ưư GCEN undertakes to verify the identities of each investor and 9.1. Nothing in clause 4.20 or 4.21 shall limit GCEN or GCS’s liability:
the source of their subscription moneys, in accordance 9.1.1. for death or personal injury resulting from the negligence
with the provisions of the Money Laundering Regulations of GCEN or GCS or their respective officers, directors or
2007 and current industry best practice. GCEN has the employees; or
authority of the Company to return any moneys to the source 9.1.2. in any way prohibited by law.
from which they are believed to have come in circumstances 9.2. The provisions of clauses 4.16 to 4.21 (inclusive) and clauses 7.1, 7.2
where an applicant for Bonds cannot be properly or correctly and 7.3 shall survive the termination of these Terms and Conditions
identified or the source of the money cannot be established. 9.3. GCEN and GCS and their respective officers, directors and employees
ưư The Company will calculate any income distributions may rely upon and enforce the terms of clauses 4.16 to 4.21 (inclusive)
payable to Bondholders and GCS will pay the income and clauses.7.1, 7.2 and 7.3.
distributions to Bondholders in strict adherence to the 9.4. Save as set out in clause 7.3, you and the Company do not intend that
Company’s instructions. In this respect, the Company will any term of these Terms and Conditions shall be enforceable by virtue
ensure that moneys transferred to GCS will be net of of the Contracts (Rights of Third Parties) Act 1999 by any person that
34
is not a party of it.
10. Jurisdiction
10.1. The making of Applications, acceptances of Applications and
contracts resulting therefrom under this Invitation Document shall be
governed by and construed in accordance with English law.
10.2. The parties submit to the exclusive jurisdiction of the English courts.
35
36
3
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INVITATION DOCUMENT

ASSET-BACKED INVESTMENT OPPORTUNITY

Welcome to the London Property Bond

A letter from the CEO

About the London Property Bond

Meet the Senior Team

Property Advisor Robert Holmes & Co

Frequently Asked Questions

How to Invest in the London Property Bond

Terms and Conditions

Since starting the business nearly 30 years ago, the

Earn 8% per annum by investing in the

Issuer London Property Bonds plc

Close Date 29 July 2016

Early Bird Close 30 June 2016

Target Raise £1 million - £3 million

A Mini Bond The Process

Total interest paid each quarter £ 20.00

Total interest paid each quarter £ 40.00

Total interest paid each quarter £ 100.00

Total interest paid each quarter £ 200.00

Total interest paid each quarter £ 400.00

Total interest paid each quarter £ 1,000.00

* Including return of initial investment

Nicolas Holmes Matthew D Rocksborough-Smith BSc Dip, MBA

History & Success Our business model

However, in the opinion of Robert Holmes & Co, its

* source: rightmoveplus analysis 16 September 2015 to 5 December 2015

London Property Bonds plc is newly established and

The financial information provided is for Robert

2014 2013 2012 2011 2010

Turnover £ 2,696,253 £ 2,996,462 £ 2,732,354 £ 3,251,269 £ 2,373,327

Cost Of Sales (£ 542,116) (£ 579,272) (£ 430,618) (£ 456,619) (£ 200,175)

Gross Profit £ 2,154,137 £ 2,417,190 £ 2,301,736 £ 2,794,650 £ 2,173,152

Admin Expenses (£ 1,753,705) (£ 2,089,568) (£ 1,665,196) (£ 1,908,462) (£ 1,499,328)

Other Income £0 £ 11,524 £ 52,145 £ 53,983 £ 41,364

Operating Profit £ 400,432 £ 339,146 £ 688,685 £ 940,171 £ 715,188

Profit On Sale Of Property £0 £ 607,102 £0 £0 £0

Profit On Ordinary Activities £ 400,432 £ 946,248 £ 688,685 £ 940,171 £ 715,188

Net Interest £ 1,834 £ 575 £ 894 £ 306 (£ 1,788)

Pre-tax Profit £ 402,266 £ 946,823 £ 689,579 £ 940,477 £ 713,400

Tax (£ 99,325) (£ 180,644) (£ 165,525) (£ 255,499) (£ 196,949)

Net Profit £ 302,941 £ 766,179 £ 524,054 £ 684,978 £ 516,451

Add Back Shareholder Drawings* £ 264,400 £ 288,310 £ 271,700 £ 246,210 £ 237,850

Adjusted Pre-tax Profit £ 666,666 £ 1,235,133 £ 961,279 £ 1,186,687 £ 951,250

Source: annual statutory accounts published at Companies House

Overview There is significant evidence suggesting that the London

The Office of National Statistics points to an average

In July 2015, The Centre for Economics and Business

"The population of London is growing by about 100,000

There has been a historic undersupply in London

The Chancellor’s recent reforms abolished the old 'slab-

Although the changes have so far mainly affected

In addition, 2015’s backdrop of increased mortgage lending,

London Property Bonds plc is issuing the

The corporate structure and the entities involved Property Improvement

The London Property Bond is designed to offer you the

Ring-fenced and Secured

London Property Bonds plc is a UK public limited company