Investment Opportunity
New Age Hemp.SL manage a Hemp business to capitalize on, in an investment opportunity nestled within the European Hemp market. New Age Hemp.SL has noted a number of interesting investment opportunities at attractive prices that have the potential for significant value increase over time.
We are convinced that the time is right to take advantage of the current market conditions. We believe that our experience in the market, combined with the increasingly realistic pricing of real estate assets and business opportunities, can result in superior returns for investors.
New Age Hemp.SL has developed an investment structure specifically designed to cater to the astute investor who requires control over their investment. Investors must invest a minimum $50,000 in New Age Hemp in a combination of a 5 year Non-Equity position, which can be extended for a further 2years and a 10 year Equity Position.
The investor will be entitled to an annual dividend starting at the end of year 3,4 and year 5 offering the largest Dividend. This offer carries a return on investment of approximately 30%. Attached is a brief investment memorandum setting out the key terms of the proposed investment, along with an application form for interested investors.
Yours sincerely
Nico Aley
CEO & Founder
New Age Hemp
Investment Memorandum / 2017
Private offer – This offer of investment is intended to, and does, not constitute an “offer to the public” and a prospectus or investment statement will not be prepared.
The only persons who will be able to invest are persons who are required to pay a minimum position price of at least €50,000 for the position before allotment of the position.
This Investment Memorandum is not a registered prospectus or an investment statement the content of which is prescribed by the Securities Act 1978 and does not comply with other requirements of the Securities Act 1978 and Securities Regulations 1983. This document does not contain the information that those documents would contain.
This Investment Memorandum has been prepared for general information purposes and a prospective investor should conduct its own independent review, investigations, analysis and assessment of the information in this document.
No representation or warranty, expressed or implied, is made as to the accuracy, content, legality, reliability, completeness or correctness of the information in this Investment Memorandum or subsequently provided to the prospective investor or its advisors by or on behalf of New Age Hemp SL nor as to the reasonableness of any assumption, estimates, projections, targets, forecasts or forward looking statement contained in the Investment Memorandum or otherwise made available.
Key Investment Terms
Investment objective
To deliver superior returns to investors through investment in commercial Agricultural real estate assets, Cultivation & Processing.
Target investment size
Up to €100,000,000, with a minimum acceptances of €50,000 required.
Initial offer
2,000 Hectares at an issue price of €15.00 per square metres. Investors must subscribe for a position and at a ratio of 1 Hectare to €50,000.
Minimum investment
€50,000 equates to 1 Hectare, payable in full before allotment of position.
Distributions
Dividends per hectare are paid annually, commencing at end of year 3, at a rate set by the board in addition to periodic cash distributions as dividends as resolved by the Board of Directors. Approximately 30% ROI.
Term
5 years. The board of the Company, in consultation with the Manager, and with the approval of shareholders by special resolution, approve the divestment of the Company’s assets and return of capital to investors.
Company
New Age Hemp SL.
Governance
Each participant cannot appoint a director to the board of the Company.
Manager
New Age Hemp SL.
Management fee
New Age Hemp SL will receive an annual Management Fee of 0.4% of the cost price of the Company’s real estate assets in accordance with the Company & Property Management Agreement.
Facilitation fee
New Age Hemp SL will be paid a facilitation fee to cover negotiation of the contract to purchase the commercial investment property, negotiation of finance and appointment of independent experts to assess the property. This fee is assumed to be 2% of the cost price of the Company’s real estate assets.
Other fees
New Age Hemp SL will prepare the Company’s Annual Financial Statements, Income Tax Return, Cash-flow Forecasts and accompanying annual company resolutions and will be entitled to charge its usual fees for those services in accordance with the Company & Property Management Agreement.
Entry/Exit fee
No entry or exit fees are payable, but the Company will pay brokerage percentage of funds raised from investors introduced by persons such as Real Estate Agents and Financial Planners. New Age Hemp SL will be eligible to receive broker payments.
Liquidity
Positions will be subject to pre-emptive rights under the company’s constitution, and the board may refuse to register a transfer of position if it is not in the company’s best interest to do so. Positions must be held for the minimum term of 5 years.
Set up costs
Investment scenarios pertaining to the opportunity to purchase agricultural land & Infrastructure upgrading will be submitted to the Board of Directors & Shareholders from time to time. These investment scenarios will fully detail the set up costs including brokerage & preliminary & issue expenses.
In Detail
Investment objective
(1) To deliver superior returns to investors through investment in commercial Agricultural real estate assets, Cultivation & Processing.
(2) The commercial investment property has an exclusive agreement in place with New Age Hemp, including by way of example: (a) Rural Soundness, (b) Occupied by a reputable owners of good standing, (c) Favourable purchasing terms, (d) Advantaged location
(3) New Age Hemp will also source a commercial investment property that fulfils the specific criteria for the decortication facilities.
The Company
(1) New Age Hemp SL (the “Company”) will issue the 2,000 Hectares and Annual Dividend.
(2) The Company has specific purpose of raising capital to purchase agreed agricultural land in Spain.
Target investment size
(1) The Company offers 2,000 Hectares fully paid positions for an issue price of €15.00 per Square Metre.
(2) €50,000,000 is the minimum investment size that will allow sufficient scope and flexibility to proceed with our program.
Initial offer
(1) The positions being offered are €50,000 fully-paid hectares. The positions will be issued at a ratio of 1 hectare for €50,000.
(3) The offer opens November 2016 and closes once target figure has been reached.
Minimum investment
(1) This offer is open only to investors who pay a minimum subscription price of at least €50,000 for the positions before allotment of those positions. The allotments of the positions will transpire on the same day.
(2) Applications must be for no less than the minimum holding of 1 hectare and must be accompanied by full payment for the hectare at €15.00 per square metre.
(3) Should this offer be oversubscribed, the Company may elect which applications to accept or to scale down applications as it sees fit but in any event not below the minimum investment of 50,000,000.
(4) Applications rejected will be returned to the applicant.
Governance
(1) The positions will not rank equally with all other shares for voting and distribution rights.
Investment Approval Process
(1) New Age Hemp has identified and has agreements in place to purchase land.
(2) A formal due diligence evaluation has been performed. Which include the appointment of independent experts including solicitors, accountants and valuers to assess the land. Upon the basis of information provided by the independent experts, the Directors have made a final decision to proceed with the proposed purchase.
(3) The Directors has determined whether the Company is to adopt the Agreement and proceed with the purchase. This decision is a unanimous decision of the Directors.
(4) The Directors have also unanimously approved the initial funding arrangements. The Directors will unanimously approve the payment of the preliminary expenses, issue expenses & acquisition costs to be met from the company funds.
Distributions
(1) Dividends will be paid by New Age Hemp on the principal amount of the wholesales of harvested crop. This dividend will be paid annually at a rate deemed appropriate by the company and approved by the board. However in addition, any profits earned after allowing for income tax due will produce dividend income for investors. Approximately 30% Total ROI.
(2) Participants are entitled to all distributions paid on the positions. It is intended distributions will be paid periodically upon a resolution of Directors. No level of dividend or return to investors is guaranteed or promised, but it is intended that all wholesale revenue after accruals and capital expenditure (if any) will be distributed as dividends to positon holders.
(3) It is intended that over the long term, the Company will distribute all net profit after tax (excluding gains on revaluations) so long as it is prudent to do so, having regard to the company’s operating requirements, gearing level and other relevant commercial considerations. The property purchased will be depreciated on a diminishing value basis, in accordance with the prevailing legislation. The effect of this will be the deduction for income tax payable will be reduced over time and the tax liability of the company correspondingly increased. This is likely to have an effect on the relative mix of imputation credits and cash available for distribution to the position holders.
(4) In determining the amount of distributions (whether of capital or income), the Company and Manager will have regard to the foregoing factors, and make recommendations to the Board of Directors for their consideration. Any question as to whether any money or property is available for distribution by the company will be determined by the Directors.
(5) The key factors that will affect investor returns are the company’s future earnings and cash flow. These in turn are largely dependent on wholesale buyer solvency, frequency & Quantity rates, Wholesale contract renewals, industrial real estate market conditions in general and in particular the supply and demand for processed hemp.
(6) The Company arranges distributions from the company bank account. It is New Age Hemp which is legally liable to pay the distributions to position holders.
Investment Term
(1) The term of the investment is open-ended. The Board of the Company may, at any time recommend to participants that the Company divest its assets and that the Company be wound-up, with assets distributed to participants.
(2) Divestment and liquidation of the Company must be approved by the participants by special resolution.
Manager
(1) New Age Hemp is a Hemp Business Management, Consulting & startegy Company in the Hemp Sector.
(2) It is intended that the Company will manage its assets on behalf of the participants.
(3) The Directors have an approved Real estate Management Manifest in place.
(4) It is intended that the New Age Hemp will be initially paid an annual fee amounting to 0.4% of the cost price of the agricultural land (before preliminary and issue expenses) plus Tax (reviewable bi-annually) or any such amount as the Directors agree.
(5) The management fee will be received by the Company on a monthly basis in advance, over a 5 year contract.
Other fees and expenses
(1) It is intended that New Age Hemp will be initially paid an annual accountancy fee. The Directors will approve the level of the annual accountancy fee.
(2) The annual accountancy fee will be paid to New Age Hemp on a monthly basis in advance, over a 5 year contract.
Facilitation fee
(1) A facilitation fee is payable to New Age Hemp once an Agreement for Sale and Purchase of said land. This fee covers negotiation of the purchase of the land and appointment and management of independent experts including solicitors, accountants, valuers and engineers to assess the land. This fee is assumed to be 2% of the cost of the property purchased. However, this is dependent upon the Agricultural Land purchaser facilitators.
(2) It is difficult to accurately predict the annual expenses to be met by the Company. It is intended the following will be payable by the Company but this list should not be considered all inclusive as the due diligence performed on this specific land may highlight additional charges to be borne by the Company. These additional charges will be billed only with the approval of the Directors.
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(a) Capital Expenditure: It is assumed that the land will not require any capital expenditure during the first year of ownership. New Age Hemp endeavours to ensure that investors are reasonably informed of any upcoming capital expenditure.
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(b) Audit: The Company will appoint an auditor to audit the Company’s Annual Financial Statements.
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(c) Accountancy: It is intended that the Company will prepare the Company’s Annual Financial Statements, the Tax Return, Cash-flow Forecasts and accompanying annual company resolutions. The fee set is an annual fee, therefore any part accounting period will be subject to the full fee. These fees will be paid in advance to New Age Hemp on an annual basis.
Entry/Exit fee
(1) There are no fees for the sale or transfer of positions in the Company.
(2) Positions are subject to pre-emptive rights under the Company’s constitution. Under the pre-emptive rights process, the seller may be required to fix the fair value of the position by an independent valuation. If so, the seller would meet the cost of the independent valuer’s fees.
(3) Reasonable legal, accounting costs and sales commission (if any) in connection with the sale will be payable by the seller.
Liquidity
(1) There is no formal market to dispose of positions in an unlisted company and this could affect the ability of participants to dispose of positions.
No guarantee
(1) No guarantees are given by the Company or the Manager or any other person in respect of the securities or the return which investors may receive in relation to them. No particular return is promised.
(2) Other risks usually associated with the ownership of leased commercial investment property include unforeseen major maintenance, repair or capital expenditure to the properties or damage or destruction of the property by fire, earthquake or other event. Any one of these events would affect the income and capital returns for investors.
(3) It is anticipated the Directors will ensure that any land/property purchased will have comprehensive insurance cover, including consequential loss of business cover.
Set up costs
(1) The successful applicants will be provided with a schedule of the preliminary and issue charges to be incurred by the Company.
(2) It is difficult to accurately predict the preliminary and issue expenses to be met by the Company. It is intended that the Company will receive brokerage, legal and accountancy expenses, issue expenses, bank facility fees, valuation fees, and a facilitation fee, at a discounted nominal rate passed to onto investors.
(3) This list should not be considered all inclusive. Any additional charges will be paid by the Company with the approval of the Directors.
(4) Brokerage is payable to persons, including Real Estate Agents and Financial Planners in respect of the positions by applicants introduced by them. They may receive Dividend options in the brokerage if they introduce an applicant.
(5) Brokerage is only payable once the positions have been issued and allotted, and along with the facilitation, bank and valuation fees, are only payable by the Company if the Directors unanimously have approved the purchase of a commercial investment property.
Enquiries should be directed to: New Age Hemp SL Email: equity@newagehemp.es
B. Directors acceptance resolution
(1) Upon acceptance, in whole or in part, of an Applicant’s offer to subscribe for a positon/s, the company will issue the securities to the Applicant and will procure registration of the Applicant as the holder of those securities subject to all applicable laws
(2) None of Corniche Holdings Limited or its directors make any other representations or warranties in relation to the positon or the business of New Age Hemp SL. The Applicant has not relied on any statement, representation, warranty, promise, undertaking or agreement whether made expressly or by implication by any relevant person. The Applicant is responsible for making all investment, tax and other enquiries as may be prudent. Initials