Anaerobic Digestion Bond - Amazon S3 · received before 5pm on 14 July 2016 will qualify for an interest rate of 7.00%. The rate is 6.50% for those investing after 5pm on 14 July

Downing Crowdfunding – York Green Bond 1

www.downingcrowd.co.uk

Corbiere Anaerobic Digestion Bond

Downing Crowdfunding

Bond Offer Document

www

Important notice

If you are in any doubt about the action you should take or the contents of this Corbiere Bond Offer Document (the “Bond”, “Offer” or “Document”), you should seek advice immediately from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (“FSMA”) who specialises in advising on investments in bonds, shares and other securities, including unlisted securities.

This Document, together with the website Terms and Conditions (“Terms”), constitutes a financial promotion pursuant to Section 21 of the FSMA, and has been issued and approved by Downing LLP (“Downing”), Ergon House, Horseferry Road, London SW1P 2AL, which is authorised and regulated by the Financial Conduct Authority (“FCA”) in the United Kingdom with firm reference number 545025.

Prospective investors should only subscribe for the Bond on the basis of the information published in this Document and the Terms. No person has been authorised to give any information, or to make any representation concerning the Offer, other than the information contained in this Document and, if given or made, such information or representation must not be relied upon.

This Offer does not constitute an offer to sell, or the solicitation of an offer to buy securities in any jurisdiction in which such offer or solicitation is unlawful. Therefore, persons who come in possession of this Document should observe and inform themselves about any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.

Downing has taken all reasonable care to ensure the facts stated in this Document are true and accurate in all material respects and that there are no other material facts whose omission would make any statement of fact or opinion in this Document misleading. All statements of opinion or belief contained in this Document and all views expressed and statements made regarding future events represent Downing’s own assessment and interpretation of information available to it as at the date of this Document. Investors must determine for themselves what reliance (if any) they should place on such statements, views or forecasts, and no responsibility is accepted by Downing in respect thereof.

If you have any questions, email us at [email protected].

Information correct as at 27 June 2016

We would like to take the opportunity to remind you that an investment in the Bond may not be suitable for all recipients of this Document. Your attention is particularly drawn to the risks, which are set out in this Document and the Terms. Investments in an unquoted security of this nature, being an illiquid investment, involve a degree of risk. There is no certainty or guarantee that you will get back the full amount invested.

mailto:crowdfunding%40downing.co.uk?subject=Offer%20Document%20-%20Contact

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Downing Crowdfunding – Corbiere Bond 3

A two-year, 7% p.a. fixed rate bond.

Welcome to our Crowdfunding offer

An opportunity to earn a fixed rate of 7% p.a. gross for two years (including 0.50% p.a. early bird bonus) by lending to a business that owns an operational AD plant in Norfolk.

Interest: Fixed 7.00% p.a. for early bird investors, 6.50% p.a. for other investors

Instrument: Asset-backed Bond

Security: Debenture, holding first charge over a 1.5MW anaerobic digestion (“AD”) plant, near Fakenham, Norfolk

Term: Two years

Minimum raise: £1 million

Target raise: £2 million

Early bird period: Investments by 5pm on 14 July 2016

Offer closes: 31 August 2016 or sooner if the target is achieved

Loan to value: Estimated at 15%

Interest paid: 6-monthly

Capital repaid: End of term

Minimum investment: £100

Maximum investment: £250,000

Your capital is at risk and returns are not guaranteed. Bonds are not readily realisable. Please read the risks on pages 14 and 15, and if you are in any doubt, seek the advice of an FCA authorised independent financial adviser.

Downing Crowdfunding – Corbiere Bond4


Contents

Page

Forewords 6

The offer 8

What is crowdfunding? 9

About the project 10

Meet the teams 12

Downing’s charges 13

The risks of investing 14

FAQs 16

A note on due diligence 18

Conflicts of interest 19

Glossary 20

The Bond 22

What to do next 31


Forewords

This crowdfunded asset-backed Bond represents an opportunity for investors to earn up to 7.00% p.a. over two years, in an offer that combines Downing’s decades of expertise and experience with our new crowdfunding platform.

Downing’s EIS and IHT Funds originally invested at the construction phase of this anaerobic digestion (AD) plant in Norfolk.

Now that the AD plant is built and has been accredited by OFGEM, there are fewer risks involved in the project. Corbiere Renewables is therefore in a position to raise up to £2 million through this Bond to repay more expensive debt. This Bond will rank ahead of any other debt within Corbiere Renewables.

We are familiar with the asset, which should give investors a good degree of comfort in comparison to an investment in a new asset.

Please read this Document carefully, paying particular attention to the risks outlined on pages 14 and 15, along with the Terms on our website.

It is our pleasure to bring this opportunity to you, alongside the other crowdfunding bonds that we are launching at this time.

Tony McGing, Chief Executive of Downing


Corbiere Renewables Limited’s (“Corbiere Renewables”) AD Plant in Norfolk was connected to the grid in June 2015 and we have been working with the plant suppliers and the National Grid to gradually stabilise the biology of the plant and to increase its output.

When mature, Anaerobic Digestion plants can represent a way of producing stable income through the generation and sale of renewable biogas to the grid, together with incentives – in this case – Renewable Heat Incentives (“RHI”).

The revenue generation model on this Bond, and the estimated valuation, take into account both the site’s current output and the total plant capacity when fully operational. Investors have the benefit of knowing the site is already generating some biogas that is being injected into the gas grid.

Duncan Blythe, Director of Corbiere Renewables

We are happy to be a part of this crowdfund and invite you to explore this Document so that you can fully understand first-hand how gas-to-grid AD can potentially offer investors an attractive risk-adjusted return.


Please note your capital is at risk and returns are not guaranteed

Your standard investment:

£10,000Interest rate per annum:

6.50%Gross interest: (over two years)

£1,300Total tax deducted: (over two years)

£260Net interest: (over two years)

£1,040

The offer

The Bond is secured against the AD plant, with Bondholders having a first charge (priority) over the assets above any other creditors.

Investors whose applications are received before 5pm on 14 July 2016 will qualify for an interest rate of 7.00%. The rate is 6.50% for those investing after 5pm on 14 July 2016.

The term of the Bond is two years. As a result, income tax at the rate of 20% will be deducted at source.

Under certain circumstances the Borrower may choose to repay the Bond early, though not within the first twelve months. Please note, if this is the case, the interest will be earned up to the date the capital is repaid.

An opportunity to lend your money secured against an operational AD plant near Fakenham, Norfolk, and earn a fixed return over two years.

Your early bird investment:

£10,000Interest rate per annum:

7.00%Gross interest: (over two years)

£1,400Total tax deducted: (over two years)

£280Net interest: (over two years)

£1,120

Applications before 5pm on 14/07/2016 Applications after 5pm on 14/07/2016

Example interest on a £10,000 investment (with and without early bird bonus), rounded to the nearest 50p.


What is crowdfunding?

Crowdfunding contributions can be in return for shares in a company, or to earn interest. Debt-based crowdfunding is usually by way of peer-to-peer (P2P) loans or investing in bonds – offering potentially attractive terms for both investors and borrowers by filling the void where traditional finance is not available.

Crowdfunding and P2P lending have grown rapidly, with more than £2 billion raised directly by UK companies in 20151. Rates of return on crowdfunded loans/bonds can seem attractive, particularly at a time when interest rates are so low, although it should be noted that the level of risk is also proportionately higher than for more secure options (such as cash deposit accounts).

Crowdfunding finances projects or businesses by raising contributions from a large number of people, usually via the internet on a ‘platform’.

We bring our knowledge and expertise in investment management to crowdfunded products on our new platform.

We will only consider bonds issued by companies that own assets which we believe will generate enough in revenue and profit to cover interest payments, and with good prospects of repaying the capital lent.

When we calculate the value of assets and the amount of interest cover available we will use conservative estimates based on our industry experience.

The degree of due diligence we have undertaken is outlined on page 18.

Downing Crowdfunding launched its first bond, for £3.2 million of debt in a solar farm in Norfolk in March 2016. The bond was successful in raising the full amount within two weeks of launch. The Corbiere AD Bond is part of the next launch of up to four different bonds, looking to raise up to £10 million of debt.

1 Source: ‘Pushing Boundaries’: The 2015 UK Alternative Finance Industry Report by Cambridge University and Nesta, 17 February 2016

What is different about Downing crowdfunding?


About the project

Construction began on the plant in 2014 and it was connected to the grid in June 2015, securing the Renewable Heat Incentive (“RHI”) tariff current at that time of 7.62p/kWh for the majority of its output, for the next 20 years (adjusted for Retail Price Index).

Asset value and interest cover

The Anaerobic Digestion plant has not yet been running at full capacity consistently. Therefore, Downing’s valuation is based on the cost invested in the company to date, rather than revenue generation as this is not yet proven.

At Downing’s £13.3 million valuation, the £2 million Bond has an estimated loan-to-cost (LTC) or loan-to-value (LTV) ratio of 15%. This gives a buffer between the amount the company has borrowed and the value of its assets.

An additional £600,000 is planned to be lent to Corbiere Renewables by Downing’s Estate Planning Service over the next 12 months. This will rank subordinate to the Bond, so has no effect on the LTV of the Bond.

The Borrower’s estimated annual operating income should cover the Bond interest approximately 4.6 times in the first year of the Bond, and 8.5 times in the second year, meaning the cashflow generated by the company from operations should be in excess of the interest payments on this Bond.

In the event of a default on the Bond, Downing will have the right to exercise the security and sell the plant. The proceeds (net of any costs associated with enforcing the security) would then be used to repay some or all of investors’ capital and interest. The terms of the security are that the Borrower cannot take on any additional secured debt until the Bond has been repaid, together with any interest. Downing’s annual monitoring fee is also contingent on this.

A 1.5MW gas to grid, agricultural AD plant is situated just outside Fakenham in Norfolk.


How the project generates revenue

The plant uses a mixture of sugar beet pulp, whole crop rye and maize to generate biogas, which is then cleaned to provide biomethane for injection into the grid.

Every kWh of gas injected into the grid generates revenue for Corbiere Renewables via RHI, as well as revenue through the sale of the gas (although the majority of the income is through RHI).

The price at which Corbiere Renewables sells its gas is largely based on the commodity price for gas, over which it has no control. Higher gas prices would mean higher profit for Corbiere Renewables, lower gas prices would mean less. Factors such as the quality (and gas yield) of the feedstock, the National Grid preventing the plant from injecting to the gas grid or the plant not producing to the full capacity could impact returns.

The price of the feedstock is material to the ability of the Borrower to generate revenue. The Borrower has contracted the supply of all the feedstock required to generate the biogas needed to support the projections.

The AD plant also produces a liquid and solid digestate by-product (similar to compost) that can be used as an organic fertiliser and soil conditioner. These will be used on the land to help grow the feedstock, reducing the need for artificial fertiliser and increasing the sustainability levels of the plant.

About Renewable Heat Incentives

RHI are one of the main support mechanisms for renewable energy projects in the UK.

The RHI scheme makes payments to those installing renewable heat generation technologies that qualify for support, including biomethane and biomass boilers. The RHI pays the owner of the assets an incentive for each kWh of renewable heat that is used productively for up to 20 years.

Maintenance and insurance

Raynham Farm Company (AD) Limited is the Operations & Maintenance (O&M) contractor. It is responsible for operating the plant in accordance with the plant suppliers instructions.

There is also an insurance policy in place, however, there is no warranty on the performance of the AD plant.

At a glance

Asset Corbiere Renewables Farm, Lincolnshire

Asset value £13.3m Assessed by Downing

Maximum size of Bond £2m Bond Deed

Estimated loan to value (LTV) 15%

Size of plant 1.5MW Equivalent to c.3MW gas to grid

Current RHI price

£76.20/MWh for first 40,000 MWh of biomethane injected£44.70/MWh for the following 40,000 MWh injected

OFGEM accredited

Year 1 Year 2

Forecast Annual Revenue £3,229,000 £3,626,000 Based on Corbiere Renewables forecasts

Estimated annual costs £2,581,000 £2,430,000 Based on Corbiere Renewables forecasts

Estimated annual operating income £649,000 £1,196,000 Based on Corbiere Renewables forecasts

Interest £140,000 £140,000 Based on 7.00% of the £2m Bond

Interest cover 4.6x 8.5x


Meet the teams

Downing LLPDowning is an established investment manager, with over £750 million of assets under management, more than a third of which are investments in renewable energy2. Downing Crowdfunding and www.downingcrowd.co.uk are trading names of Downing.

Our role is to arrange the deal between the lenders and the borrowers, which means we will:

ff Source projects

ff Carry out due diligence

ff Approve the Bond Offer Documents

ff Arrange payments to and from lenders and borrowers

ff Manage the register of Bondholders

ff Act as the Security Trustee

Since 1986, more than 35,000 investors have helped Downing LLP raise over £1.7 billion to support the growth of small UK businesses.

AecomThe project was initially developed by Aecom, a multi-billion dollar engineering consultancy. It prepared the initial designs, obtained the necessary permits and was involved in the negotiations with the AD plant suppliers to ensure that Corbiere Renewables entered into suitable contracts to build, own and operate the plant.

Corbiere Renewables LimitedCorbiere Renewables owns and operates the AD plant in Norfolk. It is the Borrower and the issuer of the Bonds.

Share-In LimitedShare-In Limited (“ShareIn”) provides the technology behind the Downing crowdfunding platform and a range of other equity and debt based platforms. They are authorised by the Financial Conduct Authority with firm reference number 603332.

ff ShareIn provide the technology for Downing’s crowdfunding platform.

Raynham Farm Company (AD) LimitedRaynham Farm Company (AD) Limited (“Raynham Farm”) has been contracted by Corbiere Renewables to perform the day-to-day operation and maintenance of the plant. Raynham Farm has been involved throughout the construction of the plant to ensure that its operatives and management are familiar with all the details of the plant and have been trained by the plant manufacturers in order to operate and maintain the AD facility according to good industry practice.

2 Source: Downing LLP, as at 31 December 2015


Downing’s charges

Upfront costs to Corbiere RenewablesCorbiere Renewables will pay Downing a fee of 1% of the Bond amount for preparing and signing off this Document, including our due diligence.

Annual monitoring feeDowning will earn 1.75% p.a. on all Bond applications made before 5pm on 14 July 2016, and 2.25% p.a. on all applications made after 5pm on 14 July 2016.

This fee is contingent on investors having been credited with capital and interest in full, on repayment of the Bond.

TransfersDowning charges a fee of £25 to administer Bond transfers. This fee is not charged in the event of a Bondholder dying.

All fees are exclusive of VAT, where applicable.

We are always open and transparent about our charges, and we make sure all the information is provided upfront so you can be confident there will be no hidden surprises.

Downing Crowdfunding – York Green Bond14

The risks of investing

All investments carry risk and we have highlighted what we consider to be the key risks below.

The following risks should be considered material for potential investors, however, the risks listed below do not necessarily comprise all those associated with an investment in the Bond and are not set out in order of priority.

Additional risks and uncertainties currently unknown to Downing (such as changes in legal, regulatory or tax requirements) or which Downing currently believes are immaterial may also have a materially adverse effect.

Key risks with the Bond:ff Capital is at risk: This Bond is an investment not a deposit and investors’ capital is at risk. Downing will seek to minimise risks but investors should be aware that the returns are not guaranteed, and you may not get back the amount invested

ff Not covered by Financial Services Compensation Scheme (FSCS): The Bond is not protected by the FSCS.

ff Single investment: Investors are recommended to spread their funds across a number of investments to diversify risk and not to put too much of their capital in this Bond.

ff Non readily realisable: Whilst the Bond is transferable to other members of the Downing crowdfunding website, there is no formal secondary market in place, the Bond is not listed and investors should assume they will need to hold it for the full term. Please refer to the website Terms for more information on transferring Bonds.

ff Estimations and assumptions: Where we have made estimates or projections of anticipated asset values, revenues, costs, or inflation these are based on what we believe to be reasonable at the date of this Document. These statements may involve known or unknown risks, uncertainties and other important factors, which could cause actual performance to differ from those we expect. Whilst we believe that any predictions or forecasts given are reasonable and based on reasonable assumptions supported by data, they may be affected by risks and other factors not set out in this Document and therefore are not reliable indicators of future performance.

ff Past performance: Past performance is not a reliable indicator of future performance.

ff Long term investment: This Bond is a long term investment and it may not be easy to sell quickly or at its original value. Therefore, you should consider what is the right amount for you to invest given your circumstances.

Project specific risks:ff There is a risk that the anaerobic digestion plant will not generate enough revenue to pay your interest.

Corbiere Renewables plant was originally commissioned in June 2015, but is not yet consistently running at full capacity. The level of gas production assumed in the calculations (which is a key factor in estimating revenues) is below what is considered achieveable on an ongoing basis. The supply of feedstock, used to generate the gas, is contracted, which should reduce to some degree the risk of sufficient supply not being available. The amount of gas generated so far gives Corbiere Renewables assurance to feel confident that the interest on this Bond can be met. Based on Corbiere Renewables’ projections, the interest cover ratio is 4.6x in the first year meaning that if the annual operating income was up to 78% lower than estimated, then the Bond interest would still be covered (see page 11), but there can still be no guarantee that interest will be paid.


If you are in any doubt whether this investment opportunity is

suitable for you, you should contact an FCA authorised

independent financial adviser.

ff There is a risk that Corbiere Renewables will not be able to repay the capital at the end of the term.

At the end of the term, Corbiere Renewables can repay the Bond by either selling the asset outright/raising new equity; selling some equity in the project; issuing another bond; or arranging a loan. Downing has valued the AD plant at £13.3 million, based on capital invested to date and its future expected cashflows. On this basis, the £2 million Bond would have a loan to value (LTV) of 15%. In the event of a default on the Bond, Downing would have the right to exercise the security and sell the AD plant. The proceeds (net of any costs associated to the sale) would be used to repay some or all of investors’ capital and interest, but there is no guarantee that they would be sufficient.

ff There is a risk that Corbiere Renewables could go into administration.

In the event that Corbiere Renewables went into administration, the assets would be sold. In practice, this means that Bondholders would be first to receive the proceeds from any sale of the assets, but in the event that the proceeds of the sale, less costs, were less than the £2 million Bond, any shortfall would mean a degree of loss of capital (and interest) for investors.

ff There is a risk that the insurance policy does not pay out.

The AD plant has an insurance policy in place, however, there is no warranty on the performance of the AD plant and there are still certain circumstances in which it would not pay out such as force majeure and acts of war.

ff There is a risk that the government could retrospectively reduce the level of subsidies.

Any government-backed incentive scheme carries with it the risk of retrospective changes to agreed levels of payment. However, the incentives are designed to last for several years, and Downing considers it unlikely that such a change would take place within the two-year term of this Bond.

ff There is a risk that the qualification criteria for incentives may change.

The plant has been designed with contracts in place to operate within the various criteria required to obtain the subsidies. However, there is a risk that the qualifying criteria, such as the reduction in greenhouse gas emissions when compared to natural gas, may be changed, which could adversely impact the ability to generate subsidies.

ff There is a risk that the price paid for gas will drop significantly.

Based on Corbiere Renewables’ forecasts, the interest cover should be at least 4.6x for the duration of the Bond. Gas prices would therefore have to drop significantly before the Bond interest payments would be affected.


FAQs

Who can invest?This investment opportunity is open to UK residents aged over 18, and trusts or companies residing in the UK. Individual investors or other entities must become members of the Downing crowdfunding platform. US Persons may not apply. For companies and trusts there may be specific tax implications you need to consider. We recommend all investors to speak to their tax advisers.

Why is this a crowdfunded bond?A bond is a simple debt instrument. For this offer, Downing considers that it is appropriate for retail investors. As the project has already been constructed and is operational, the risk is reduced compared to start-up companies, making it more suitable for debt-based crowdfunding. A copy of the Bond, with some added notes to explain financial terms can be found at the end of this Document.

Why is the Borrower issuing the Bond?Corbiere Renewables is seeking to reduce the rate of interest it pays on its borrowings.

Construction funding was raised by Corbiere Renewables at the beginning of the build, which charged a rate of interest that reflected the risk taken. Now that the site has been up and running for a short period of time, the project presents less risk. The proceeds of funds raised will be used to pay off some of that construction finance.

What happens if the full £2 million isn’t raised?£2 million is the maximum amount set by the Borrower. There is a minimum target raise of £1 million and the Bond will only go ahead if we raise the minimum amount. If the target isn’t achieved by the closing date of 31 August 2016, or the Bond does not go ahead for any other reason, funds would be returned to investors. No interest is payable while investors’ funds are held in the Client Money Account. If the Bond raises less than £2 million but more than the target of £1 million, less of the construction funding will be refinanced.

What happens if you raise more than the full £2 million?The target amount cannot be exceeded because that would affect the loan-to-value ratio.

Why is the minimum investment as low as £100 and what is the maximum?We have introduced a low minimum investment to help investors diversify their risk across a series of Bonds, and to allow a wide base of investors to participate.

The maximum investment is £250,000 to ensure no one investor buys too large a share and so blocks others from investing. The £250,000 cap is at the discretion of Downing.

Just how at risk is my capital?Capital is at risk, returns are not guaranteed and your investment is not covered by the Financial Services Compensation Scheme.

Downing has selected this project because it is operational and carries fewer risks than a pre-construction raise. The loan-to-value, estimated at 15%, is low, meaning that if the assets were sold, the proceeds should be sufficient to repay the Bond, but the repayment of 100% of capital cannot be guaranteed.

How did Downing arrive at a valuation of £13.3 million for Corbiere Renewables?As the AD plant has not yet been fully operational for more than 12 months, the valuation of £13.3 million is based on the level of investment that has been made into the plant at this point.

What does secured actually mean?In order to manage risk, the Bond will be secured by a debenture over all the assets of Corbiere Renewables, including a legal charge on the AD plant. This means that if the Borrower defaults on the Bond, Downing, as security trustee, has the right to take control of the asset. Bondholders rank ahead of any other existing or indeed future loans into the business. This means that investors in this Bond will have priority over any other creditors and the shareholders of the Borrower.


What is an early bird bonus?To encourage early investment Downing reduces its annual monitoring fee from 2.25% of the total amount raised to 1.75% for those who invest before 5pm on 14 July 2016 enabling an additional 0.5% to be paid to Early Bird Bondholders.

As interest only accrues from the date that Bonds are issued, this extra 0.5% is by way of compensation for Bondholders who have parted with their capital some weeks before they start earning interest.

How will my interest be paid?There are four interest payments to be made on this Bond. The first payment will be due six months from the date the Bond is issued, and subsequent payments will be made six monthly, with the final payment made two years after the issue of the Bond, together with the return of your capital. Please note this is the case unless the Bond is repaid before its full term. In all cases, the money will be paid into the Client Money Account, and you can either request that it is paid back into your UK bank account immediately, or reinvest the proceeds in a subsequent Bond.

Will I be taxed on my returns?The interest that investors earn on this Bond is subject to income tax. Income tax will be deducted at source on this investment, at the rate of 20%. Investors will be responsible for their own tax arrangements. Corporate Bonds are eligible for the Personal Savings allowance.

What due diligence has Downing done on behalf of lenders?

Downing has carried out what we consider to be an appropriate amount of due diligence on the project. Please see page 18.

Will I get shares in the company?No – a Bond is a kind of loan or IOU from the Borrower. You are not buying shares in Corbiere Renewables.

What if I invest and then change my mind? Is there a cancellation period?Investors have 14 days from when they apply for a Bond to reconsider. This is referred to as a ‘cooling off period’ and during this time you can notify us that you wish to cancel, without any need for explanation and without incurring any cost. We will simply return your money to the nominated UK bank account from which the funds were initially received.

Can I sell my Bond?It is technically transferable, however there is no secondary market for this Bond. Investors should assume that the Bond will need to be held for the full term. If you want to sell, and find someone who wants to buy it, Downing will facilitate this for a £25 administration fee. You may have to sell it for less than what you paid for it. Please refer to the Terms on the website www.downingcrowd.co.uk for more details.

Can Corbiere Renewables prematurely redeem my Bond?Yes. After twelve months, and having given three months’ notice, the Borrower can choose to repay the Bondholders’ capital along with such interest as has accrued.

Are there any conflicts of interest for Downing with this Bond?This Bond has been assessed in accordance with our conflicts of interest policy. This policy and potential conflicts that are specific to this Bond are outlined on page 19 of this document. Any investments made by Downing partners, staff members and associated persons will be made on the same terms as all other investors in the Bond.

Can I apply by post?No. All applications must be made online through: www.downingcrowd.co.uk

Are intermediaries paid commissions on this investment?Yes. 0.25% p.a. of the amount invested will be paid by Downing to FCA authorised intermediaries who introduce investors to the Bond.

Where you and your Independent Financial Adviser have agreed an Adviser fee, we can facilitate this fee by deducting it from your investment when you complete your order, and only with your explicit instruction.

http://www.downingcrowd.co.uk



A note on due diligence

Downing’s due diligence has been carried out by our renewables team who are experienced in assessing AD projects and associated agreements, and has covered:

ff obtaining a report on the legal leasehold title of the AD site. This report was prepared by Birketts Solicitors LLP for the Borrower as at the date the lease was entered into and confirms that, subject to the matters set out in the report, the Borrower has good and marketable title to the leasehold of the property. The lease has been registered at the Land Registry;

ff reviewing the EPC contract under which the AD plant was constructed, and the O&M contract under which Raynham Farm agrees to operate the plant, considering both in the light of our experience of what are common terms for such agreements;

ff checking that the Borrower has obtained planning permission to use the site as an AD plant;

ff a review of the insurance policies that the Borrower has in place against our experience of what represents usual practice for an AD installation such as this; and

ff checking copies of the OFGEM Accreditation from the Borrower.

Downing has undertaken due diligence on the Borrower and the Anaerobic Digestion plant.

While we believe that we have carried out due diligence to a reasonable level, we have used certain assumptions, including the following:

ff that all documents provided to us by the Borrower (in particular the EPC and O&M contracts) are genuine copies of the originals, have not been amended since execution, were duly executed and all signatures on them are genuine;

ff that the historic gas generation details provided to us by the Borrower are accurate; and

ff that no material information has been withheld from us by the Borrower.


Conflicts of interest

When might conflicts of interest arise?Some of the situations where a conflict of interest may arise include the following:

ff where we are likely to make a gain (or avoid a loss) at the expense of one of our clients;

ff where our interest in an outcome is different to our clients’;

ff where we may have an incentive to favour the interests of one of our clients over another;

ff where we carry on the same business as our clients, and

ff where we receive an inducement from one client in relation to the services provided to another client.

This policy is available upon request and please note that it may be updated periodically.

As a result of signing up to this Bond, you understand and agree that we may be involved in transactions in which we have a material interest or relationship which may potentially conflict with our duty to you, the Bondholder.

Subject to the terms of our Conflicts of Interest Policy and any restrictions under the FCA rules neither we nor any of our associates shall be required to account to you for any profit, commission or remuneration arising out of such transactions.

It is possible that the activities of the entities which issue your Bond will include dealings with companies and other entities in which we or a member of our group (including any associate) or any client advised by us may have an interest. Such interests may include, without limitation, equity investments and/or debt investments and/or our interest as a service provider. Dealings may include the provision of credit facilities on preferred or subordinated terms. Accordingly, we or any member of our group (including any associate) may be entitled to gains, profits or fees from or in relation to such companies and entities.

Downing has a conflicts of interest policy that sets out the types of actual or potential conflicts of interest which could affect your investment, and how these are managed.

Interests in Corbiere RenewablesDetails of specific conflicts of interest are set out below.

Funds managed by Downing have currently provided a total of £8.3 million to Corbiere Renewables.

The money raised by this Bond will be used to replace up to £2 million of the existing funds provided by Downing. The remaining funds will rank behind the Bond once issued.

As there is more than one party introduced by Downing providing funding to Corbiere Renewables, a conflict of interest arises.

The Bond is being issued at a lower rate of interest than the existing debt to reflect the fact that it is lower risk because it is first ranking. Corbiere Renewables is expected to benefit from overall lower costs of borrowing over the term of the Bond.

Managing these conflictsWe will ensure that any transactions are effected on terms that are not less favourable to you than if the conflict or potential conflict of interest had not existed.


Glossary

“Bond” or “Corbiere AD Bond”

This Fixed Rate Secured Bond of up to £2,000,000 – effectively a loan to the company, secured against its assets.

“Borrower” or “Corbiere Renewables”

Corbiere Renewables Limited is the company that owns the 1.5MW AD Plant.

“Client money” This is money that belongs to you the Investor, which you have transferred out of your nominated UK account pending investment, and is held in a segregated account by our designated client money partner OR that has been paid to you by the Borrower pending your withdrawal or reinvestment.

“Debenture” A security yielding a fixed rate of interest, issued by a company and secured against assets.

“Default” When a Borrower fails to meet a critical condition of a loan or bond.

“EIS” Enterprise Investment Scheme.

“IHT” Inheritance Tax.

“Interest cover” The number of times the company’s operating income can cover the amount required to pay the interest.

“Investor” A member of the Downing Crowdfunding website who invests and becomes a Bondholder.

“kWh” Kilowatt hour is a measure of the energy output of a power plant on an hourly basis.


“MW”/”MWh” Megawatts (MW) are used to measure the energy output of a power plant. Megawatt hour (MWh) is the unit of energy generated.

“National Grid” National Grid plc and its subsidiary companies.

“Nominated account” The UK bank account from which you send the money to invest, and to which we pay back any money when you instruct us to do so.

“Offer” or “Document” This Offer Document, which describes the investment opportunity.

“OFGEM” The Office of Gas and Electricity Markets.

“Operating Income” The revenues generated by the AD plant, less the costs.

“O&M” Operations & Maintenance. Describes the role of a contractor charged with overseeing the performance of an AD plant.

“Receiving Agent” The firm responsible for taking payments and carrying out any ID checks, in this case Downing LLP.

“Register” The list of all Bondholders.

“Registrar” The firm responsible for holding the register, in this case Downing LLP.

“RHI” Renewable Heat Incentive. A type of government subsidy that pays a fixed rate to a renewable energy producer in exchange for injected gas into the grid.

“RPI” Retail Price Index, as published monthly by the Office of National Statistics. It measures the change in the cost of a representative sample of retail goods and services.

“Security Trustee” In this case Downing LLP – the firm responsible for enforcing the Bond, selling the asset and returning money owed to the lenders should the Borrower default.

“Terms and Conditions” or “Terms”

This offer is only available via www.downingcrowd.co.uk and the terms and conditions of the site form part of your agreement.

“US Persons” Includes 1) individuals who are United States of America (US) citizens (including dual citizens) or residents, US passport holders, green card holders, individuals born in the US who have not renounced their citizenship, permanent residents of the US and those with a “substantial presence” in the US as defined in US tax law; 2) a partnership or corporation organised in the US or under the laws of the US; 3) certain trusts with a US nexus; and 4) a non-US entity which is controlled by US persons. If you are in any doubt as to whether you are a US person you should consult an adviser.


These are the means by which Downing can secure your money against the assets of the Borrower to ensure that the Bonds rank ahead of other creditors and borrowers.

The Bond

1. Definitions and interpretation1.1 The definitions and rules of interpretation in this clause apply in this instrument.

“BTLLP Documents” the facility agreements dated 25 September 2014 and 31 March 2015 and entered into between the Borrower and Bridging Trading LLP, the debentures dated 25 September 2014 and 31 March 2015 and made between the Borrower and the Security Trustee as trustee for Bridging Trading LLP;

“Bondholder” each person for the time being entered in the Register as a holder of any Bonds, acting by its agent the Security Trustee and being designated as either an Early Bird Bondholder or a Standard Bondholder;

“Bonds” up to £2,000,000 Fixed Rate Secured Bonds 2018 of £1 each constituted by this instrument or, as the case may be, the amount of such Bonds for the time being issued and outstanding;

“Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

“Client Money Account” a UK bank account into which the Borrower is to pay all sums due to the Bondholders, as notified to the Borrower by the Security Trustee;

“Debenture” the fixed and floating charge created by the Borrower in favour of the Security Trustee as trustee for the Bondholders;

“Default Interest Rate” 12% per annum;

“Directors” the board of directors of the Borrower for the time being;

“Early Bird Bondholder” a Bondholder designated as an “early bird” by the Security Trustee and entitled to receive a rate of interest on the Bonds held by them of 7.00% per annum;

“Event of Default” any of those events specified in clause 9;

“Interest Rate” 7.00% per annum in respect of Bonds held by Early Bird Bondholders and 6.50% per annum in respect of Bonds held by Standard Bondholders;

“Interest Payment Date” the date falling six calendar months following the date of this instrument and on the Repayment Date;

“Issue Date” the date or dates on which any Bonds are issued to Bondholders by the Borrower under this instrument;

“Priority Deed” the priority deed entered into between the Borrower, the Security Trustee (as security trustee for the Bondholders) and Bridging Trading LLP;

“Register” the register of Bondholders kept and maintained by the Registrar in accordance with clause 6;

“Registrar” Downing LLP;

“Repayment Date” the day two years after the Issue date;

“Security” any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

This is the security for your Bond, and allows Downing to step in on behalf of the Bondholders in the event that the Borrower defaults.

This is the interest rate payable if the Borrower defaults.

THIS DEED is dated [XX] 2016

(1) Corbiere Renewables Limited incorporated and registered in England and Wales with company number 08773859 whose registered office is at 5th Floor, Ergon House, Horseferry Road, London, SW1P 2AL (Borrower).

(2) Downing LLP a limited liability partnership incorporated and registered in England and Wales with number OC341575 whose registered office address is 5th Floor, Ergon House, Horseferry Road, London, SW1P 2AL (Registrar and Security Trustee).


All Bonds are of equal ranking, no Bondholders get any preferential treatment: a £500 investor gets exactly the same terms as a £50,000 investor and all amounts are repaid to the Bondholders proportionately.

‘Person’ can mean an individual or a company.

The Bond.

Restrictions on the Borrower.

“Security Trustee Fee” the monitoring fee equal to (i) 2.25% per annum of the principal amount of the Bonds held by Standard Bondholders and (ii) 1.75% per annum of the principal amount of the Bonds held by Early Bird Bondholders, plus any applicable VAT;

“Standard Bondholder” a Bondholder designated as a “Standard Bondholder” by the Security Trustee and entitled to receive a rate of interest on the Bonds held by them at the rate of 6.5 %.

1.2 Any reference in this instrument to:

1.2.1 an encumbrance shall mean a mortgage, charge, assignment, pledge, lien (save as arising in the ordinary course of business), hypothecation, right of set-off (save as arising under the general law for the protection of certain classes of creditors) or trust arrangement for the purpose of, and having a similar effect to, the granting of security, or other security interest of any kind;

1.2.2 this instrument or to any other instrument, agreement or document shall, unless the context otherwise requires, mean this instrument or such other instrument, agreement or document as the same may from time to time be amended, varied, supplemented or novated, in each case, in accordance with its Terms;

1.2.3 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors, permitted assigns, nominee or agent; and

1.2.4 the winding-up, dissolution or administration of a person shall include any equivalent or analogous proceedings under the law of the jurisdiction in which such person is incorporated or of any jurisdiction in which such person carries on business.

1.3 In interpreting this instrument, words preceded by the word ‘other’ shall not be given a restrictive meaning. Words followed by the word ‘including’ shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples. Such examples shall not be deemed to be an exhaustive list of examples.

1.4 All the provisions of this instrument are severable and distinct from one another. The unenforceability of any provision of this instrument (for any reason) under the law of any jurisdiction shall not affect its validity or enforceability under the law of any other jurisdiction.

1.5 The Schedule forms part of this instrument. Any reference to this instrument includes the Schedule.

2. Amount, description and status of Bonds2.1 The principal amount of the Bonds is limited to £2,00,000. The Bonds shall be known as Fixed Rate Secured Bonds 2018 of £1 each.

2.2 The Bonds when issued shall rank pari passu equally and rateably without discrimination or preference among themselves and as a secured obligation of the Borrower.

3. Repayment of Bonds3.1 On the Repayment Date, the Borrower shall redeem the full principal amount of the Bonds.

3.2 Any redemption of the Bonds under this instrument shall be made together with accrued and unpaid interest accrued on the relevant Bonds up to (and including) the date of such repayment by the Borrower.

3.3 All Bonds repaid, prepaid or purchased by the Borrower shall be cancelled and the Borrower shall not reissue the same.


Interest on the Bonds is payable every six months and at term.

To keep costs low and minimise Downing’s fees, this offer is only available online, and we only issue Bond certificates as PDFs, which you can of course print off at home should you wish to have a paper copy. Electronic certificates are sufficient for you to prove the sums due to you.

For ease of administration, the company only needs to make payment of interest and capital to the registered holder of the Bonds. If you wish to have a trust arrangement (such as for family tax planning arrangements), you must make your own arrangements to distribute funds to those entitled.

3.4 All payments under this instrument, whether of principal, interest or otherwise, shall be made by the Borrower to the Client Money Account by electronic transfer in immediately available cleared funds on the due date for payment. The receipt of the registered holder for the time being of any Bonds (or where there are joint registered holders the receipt by any one holder) into the Client Money Account of any sums due in respect of the Bonds shall be a good discharge of the Borrower’s obligation to pay that amount even if the Borrower has received notice of any right, title, interest or claim of any other person in respect of the Bonds.

3.5 Where any payment to a Bondholder, whether of principal, interest or otherwise, is due in accordance with the Terms of this instrument on a day that is not a Business Day, payment shall take place on the immediately preceding Business Day.

4 Prepayment of BondsThe Company may at any time following the second Interest Payment Date, by giving the Security Trustee not less than three months’ written notice, repay the principal amount of all or a portion of the Bonds on the date specified in such notice. Any redemption of the Bonds under this clause 4 shall be made pro rata to the holdings of all Bondholders. If the Bonds are redeemed in full or part ahead of the Repayment Date, the Company shall pay in addition to the principal all accrued and unpaid interest.

5 Interest on Bonds5.1 Until the Bonds are repaid in accordance with this instrument, interest on the principal amount of the Bonds outstanding from time to time shall accrue at the Interest Rate payable on each Interest Payment Date.

5.2 The Borrower shall pay accrued interest on the Bonds at the Interest Rate in cash, in arrears on the relevant Interest Payment Date to the Client Money Account on account of the persons who were registered as Bondholders at the close of business on the Interest Payment Date.

5.3 Interest shall be calculated on the basis of the actual number of days elapsed in the relevant period and a 365 day year.

5.4 The Borrower shall pay, on the Repayment Date (or if the Bonds are pre-paid earlier, the date the Bonds are pre-paid in full), the Security Trustee Fee to such account as the Security Trustee shall have nominated in writing to the Borrower.

5.5 If the Borrower fails to pay any amount of interest or principal on any Bond when such amount is due, interest shall accrue at the Default Interest Rate on the unpaid amount from the due date until the date of payment. Interest on any Bonds repaid by the Borrower in accordance with this instrument shall cease to accrue as from the date of such repayment.

6 Certificates6.1 Each certificate for Bonds shall bear a denoting number and be issued to a Bondholder in the form (or substantially in the form) set out in Schedule 1. The certificate shall be issued in electronic form only. Each Bondholder shall be entitled to receive without charge one electronic certificate for the Bonds registered in his name.

6.2 The Borrower shall recognise as absolute owner the registered holder of any Bonds. The Borrower shall not (except as ordered by a court of competent jurisdiction) be bound to take notice or see to the execution of any trust to which any Bonds may be subject. The Borrower shall not be bound to enter any notice of any express, implied or constructive trust on the Register in respect of any Bonds.

The Borrower pays your interest and capital into a separate account, you can then either withdraw it or reinvest. Please refer to the Terms on www.downingcrowd.co.uk for how this works.



It is technically possible to transfer your Bond, but it is up to you to find a buyer and agree a price. We do not yet offer a secondary market and you should assume that you will hold the Bond for the full term. Bonds are not transferable to persons aged under 18 or to undischarged bankrupts or people or entities that are not members of the Downing Crowd website. Downing can explain the process regarding transfer further upon request.

6.3 The Borrower shall not be bound to register more than one person as the holder of any Bonds.

6.4 When a Bondholder transfers his Bonds, the old certificate shall be cancelled and a new certificate for the balance of such Bonds shall be issued without charge by the Security Trustee.

7 Register7.1 The Registrar shall, at all times, keep a Register at its registered office. The Register shall contain the following details:

7.1.1 the names, addresses and email addresses of the Bondholders for the time being and the date at which the name of each Bondholder is entered in respect of the Bonds registered in his name;

7.1.2 the principal amount of the Bonds held by each Bondholder;

7.1.3 the Issue Date of each Bond together with all transfers and changes of ownership of the Bonds.

7.2 Any change of name or address by any Bondholder that is notified to the Borrower at its registered office address from time to time (or such other address that the Borrower shall notify to the Bondholder) above shall be entered in the Register.

7.3 Any Bondholder may, by written notice to the Borrower, request to be informed of the information regarding that Bondholder held in the Register and require the company promptly to rectify any error in the Register in relation to that Bondholder.

8 Transferability of Bonds8.1 The Bonds are transferable by instrument in writing in such other form as the Directors of the Borrower may approve subject to such restrictions as to the age and status of the transferee as may be agreed between the Borrower and the Security Trustee and/or as set out in the Terms agreed between Bondholders and the Security Trustee from time to time.

8.2 Every instrument of transfer shall be left for registration at the address where the Register is maintained for the time being accompanied by the Certificate(s) for the Bonds to be transferred.

9 Recognition of personal representatives9.1 The executors or administrators of a deceased Bondholder (not being one of several joint registered holders) and in the case of the death of one or more of several joint registered holders the survivor or survivors of such joint registered holders, shall be the only person(s) recognised by the Borrower as having any title to such Bonds.

9.2 Any person who becomes entitled to any of the Bonds as a result of the death or bankruptcy of any Bondholder, or otherwise by operation of law may, upon producing appropriate evidence of his title as the Directors shall think sufficient, either:

9.2.1 be registered himself as the holder of such Bonds or,

9.2.2 subject to the preceding clauses as to transfer, transfer such Bonds.

The Borrower may retain any payments paid upon any such Bonds which any person under this provision is entitled to, until such person is registered as the holder of such Bonds or has duly transferred the Bonds.


The Borrower can’t offer another way to pay back the money or claim that it is able to reduce the amount due to be repaid.

If any of these events happen, the Borrower will be deemed to have defaulted and Downing may take steps to recover the outstanding capital and interest before the original repayment date.

10 Default10.1 The following are Events of Default:

10.1.1 Non-payment: The Borrower fails to pay any principal or interest on any of the Bonds or under any BTLLP Document within 10 Business Days after the due date for payment thereof

10.1.2 Insolvency: The Borrower is (or is, or could be, deemed by law or a court to be) insolvent or unable to pay its debts (as defined in section 123 of the Insolvency Act 1986)

10.1.3 Winding-up: The Borrower takes any corporate action or other steps are taken or legal or other proceedings are started for its winding-up, dissolution or re-organisation (other than for the purposes of a bona fide, solvent scheme of reconstruction or amalgamation) or for the appointment of a receiver, administrator, administrative receiver, liquidator, trustee or similar officer of it or of any or all of its assets

10.1.4 Breach: The Borrower commits any material breach of the Terms of this instrument, the Debenture, the Priority Deed or any BTLLP Document and, where capable of remedy, does not remedy such material breach within 5 Business Days of being given notice to do so by the Security Trustee

10.1.5 Analogous proceedings: Anything analogous to or having a substantially similar effect to any of the events specified in clause 9.1.2 to clause 9.1.3 inclusive shall occur under the laws of any applicable jurisdiction

10.1.6 Encumbrance enforceable: Any encumbrance on or over the assets of the Borrower is enforced

10.1.7 Cessation of business: The Borrower ceases to trade

10.1.8 Illegality: It is or becomes or will become unlawful for the Borrower to perform or comply with any of its obligations under this instrument, or any such obligation is not or ceases to be legal, valid and binding

11 AccelerationIf, at any time and for any reason, any Event of Default has occurred, the Security Trustee may at its absolute discretion by written notice to the Borrower direct that the principal amount of all Bonds, all unpaid accrued interest, the Security Trustee Fee and any other sum then payable on such Bonds shall become due and payable immediately to the Bondholders and Security Trustee (as the case may be).

12 No set-offPayments of principal and interest under this instrument shall be paid by the Borrower to the Bondholders, and the Bonds shall be transferable in accordance with the provisions of this instrument without any deduction or withholding (whether in respect of any set-off, counterclaim or otherwise whatsoever) unless the deduction or withholding is required by law.

13 Enforcement13.1 From and after the date of this instrument and so long as any amount is payable by the Borrower in respect of the Bonds, the Borrower undertakes that it shall duly perform and observe the obligations on its part contained in this instrument.

13.2 The Bonds shall be held subject to and with the benefit of the provisions of this instrument and the schedules (all of which shall be deemed to be incorporated in this instrument).


You appoint Downing as your agent. We will sign a debenture with the Borrower that allows us to step in if they default and take control of the asset on behalf of the Bondholders.This is why we can call this a secured Bond.

In all scenarios, the Bondholders have appointed Downing to act as their agent, and won’t need to have dealings with the Borrower.

Downing may agree certain changes to the Terms of the Bond directly with the Borrower to avoid delays and unnecessary administration. The Terms on the website set out the circumstances when Downing is required to obtain the consent of the Bondholders before agreeing to such changes.

13.3 Except as expressly provided in clause 12.4, a person who is not a party to this instrument shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this instrument.

13.4 This instrument and the Bonds are enforceable under the Contracts (Rights of Third Parties) Act 1999 by each Bondholder however the Security Trustee, as agent for the Bondholders, shall be entitled to enforce all rights of the Bondholders under this instrument.

14 ModificationThe provisions of this instrument and the rights of the Bondholders may from time to time be modified, abrogated or compromised in any respect with the sanction of the Security Trustee and with the consent of the Borrower.

15 Notices15.1 Any notice or other communication to be given under this instrument must be in writing and will be served by delivering it personally or by email or sending it by pre-paid post to the address and for the attention of the relevant party set out below (or as otherwise notified by that party) Any notice will be deemed to have been received:

15.1.1 if delivered personally or email, at the time of delivery; and

15.1.2 in the case of pre-paid post, 48 hours from the date of posting.

15.2 If deemed receipt occurs before 9 a.m. on a Business Day the notice is deemed to have been received at 9 a.m. on that day and if deemed receipt occurs after 5pm, the notice is deemed to have been received at 9 a.m. on the next Business Day.

15.3 The addresses of the Bondholders for the purposes of the Instrument are as set out in the Register from time to time and the address of the Borrower and the Security Trustee are their registered office addresses from time to time.

15.4 In the case of joint registered holders of any Bonds a notice given to the Bondholder whose name stands first in the Register in respect of such Bonds shall be sufficient notice to all joint holders.

16 Security and Security Trustee16.1 The Borrower’s obligation in respect of the Bonds shall be secured by the Debenture.

16.2 The Debenture shall be granted to the Security Trustee, as security trustee and agent for the Bondholders. Each Bondholder appoints (and the Security Trustee and the Borrower acknowledges the appointment of) the Security Trustee to act as its agent and trustee in relation to the rights, titles and interest that may be given, mortgaged or charged to it under the Debenture and the proceeds of such security and authorises the Security Trustee to hold such rights and proceeds on trust for it.

16.3 The Security Trustee shall hold the rights, titles and interest that may be given, mortgaged or charged to it under the Debenture and the proceeds of such security upon trust for the Bondholders from time to time. The obligations, rights and benefits vested or to be vested in the Security Trustee by the Debenture or any document entered into pursuant to that Debenture may (as well before as after enforcement) be performed and (as the case may be) exercised at the absolute discretion of the Security Trustee. The Security Trustee may take such action in the exercise of any of its duties which in its absolute discretion it considers appropriate.


These are the limits to Downing LLP’s liability in enforcing the Bond on behalf of the Bondholders.Downing is not guaranteeing the Bond. Your capital is still at risk, and returns still are not guaranteed.

Downing can use its discretion as to what actions to take - some of these actions may incur costs. These costs would be recovered from a sale of the asset before Bondholders are repaid.This is why the loan to value is important in assessing the risk of your capital being repaid: there needs to be enough money left after these costs.

16.4 The Bondholders shall not have any independent power to enforce or have recourse to the Debenture or to exercise any rights or powers pursuant to the Debenture.

16.5 The Security Trustee may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts (whether obtained by the Security Trustee or by the Bondholders) whose advice or services may at any time seem necessary, expedient or desirable.

16.6 It is understood and agreed by each Bondholder that at all times that the Bondholders have themselves been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into all risks arising under or in connection with this instrument or the Debenture.

16.7 This instrument and the Debenture are subject to the terms of the Priority Deed. The Security Trustee is entered into by the Security Trustee as security trustee and agent for the Bondholders.

17 Application of payments17.1 All monies from time to time received or recovered by the Security Trustee in connection with the realisation of all or any part of the Security shall be held by the Security Trustee on trust to apply them as between the Bondholders in the following order of priority:

17.1.1 first in payment of any fees, costs and expenses reasonably and properly incurred by the Security Trustee;

17.1.2 second in payment of any amounts due to the Bondholders under this instrument; and

17.1.3 third any balance shall be paid to the Borrower or other person entitled thereto.

18 Exclusion of Security Trustee’s liabilityThe Security Trustee shall not accept responsibility or be liable for:

18.1 the legality, validity, effectiveness, adequacy or enforceability of this instrument or the Debenture or the security created by the Debenture or any other instrument, arrangement or document entered into, made or executed in anticipation of, pursuant to or in connection with them;

18.2 any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to any of this instrument or the Debenture or otherwise;

18.3 the exercise of, or the failure to exercise, any judgment, discretion or power given to it by or in connection with any of this instrument or the Debenture the security created by the Debenture or any other instrument, arrangement or document entered into, made or executed in anticipation of, pursuant to or in connection with the them; or

18.4 any shortfall which arises on the enforcement of the Debenture.

19 Governing law and jurisdiction19.1 This instrument and the Bonds and any dispute or claim arising out of or in connection with any of them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of England and Wales.

19.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this instrument or any Bond or their subject matter or formation (including non-contractual disputes or claims).

This instrument has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.


EXA

MPL

E

SCHEDULE 1 FORM OF BOND INSTRUMENT

Certificate No. [NUMBER]

Date of Issue [DATE]

Amount £[AMOUNT]

Corbiere Renewables Limited

£[●] FIXED RATESECURED BONDS 2018

Created and issued pursuant to a resolution of the board of directors of the Borrower passed on [●] 20[●].

THIS IS TO CERTIFY THAT [NAME OF BONDHOLDER] is the registered holder of £[AMOUNT] of the £[ ] fixed rate secured bonds 2018 constituted by an instrument entered into by the Borrower on [●] 20[●] (Instrument).

The Bonds are issued subject to and with the benefit of the provisions contained in the Instrument.

Signed by [●]: .................................

[Director]

Dated: [●] 2016

Executed as a deed by CORBIERE RENEWABLES LIMITED acting by a director in the presence of:

Signature of witness

Name of witness

Address of witness

Occupation of witness

.................................

Director

Julia Groves, Head of Downing Crowdfunding



When you are ready to invest:1. Complete your profile at

www.downingcrowd.co.uk This will include telling us what type of investor you are, and us checking that you have understood the risks.

2. Place your order for the Bonds

3. We will then complete the necessary ID checks We might need to ask you for further information at this stage.

4. Make your payment to the Client Money Account Payments under £10,000 are only accepted by a one-off direct debit via our payment partner GoCardless. Payments over £10,000 are accepted by cheque or bank transfer.

When the target is reached, the offer will close and we will complete the Bond paperwork and security agreement with the Borrower on your behalf.

You will have a 14 day ‘cooling off period’ during which you can change your mind.

At the end of the cooling off period and subject to the completion of the legal documents, we will transfer your money to the Borrower, you will be emailed a PDF of your Bond certificate, and interest will start accruing.

What to do next

This investment opportunity is only available to members of our crowdfunding platform www.downingcrowd.co.uk

What happens after the money is raised?Downing will provide updates in conjunction with your interest payments.

You can log on to the website to see a record of your investments and also to review new offers as they become available.

ContactsIf you have further questions, you can post them on the website www.downingcrowd.co.uk.

You can also email [email protected] and we will endeavour to respond within 24 hours.

You may also find answers to your questions in the FAQs contained on the website.





Downing LLP is authorised and regulated by the Financial Conduct Authority

This document has been printed on 100% recycled paper

Ergon House [email protected] Road www.downingcrowd.co.ukLondon SW1P 2AL www.downing.co.uk



http://www.downing.co.uk