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Authorised Offeror
Minerva Listed BondInformation Booklet
Series 9 - 4 year - 7% per annum
Series C4 - 3 year - 6% per
annum
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Enjoy high fixed returns of up to 7% AER gross with the security of asset-backing“
Important Information
This information booklet (the “Information Booklet”) relates
to notes (“Bonds”) to be issued by Minerva Lending plc
(the “Issuer”) pursuant to its £500,000,000 Secured Note
Programme dated 8th June 2018 (the “Secured Note
Programme”). A base prospectus dated 8th June 2018 (the
“Prospectus”) has been prepared in relation to the Secured
Note Programme and has been approved by the Central
Bank of Ireland (the “Central Bank”) as competent authority
for the purposes of Directive 2003/71/EC, as amended, (the
“Prospectus Directive”).
Under the Secured Note Programme, the Issuer will issue
Bonds in series (each a “Series”). Each Series will be
subject to a final terms prepared in accordance with the
Prospectus (each a “Final Terms”) Each Series will be open
for subscription in accordance with the procedures set out in
the Prospectus and the relevant Final Terms. Application has
been made to the Irish Stock Exchange for Bonds issued under
the Secured Note Programme to be admitted to the Official
List and traded on its regulated market (the “Main Securities
Market”). The Main Securities Market is a regulated market for
the purposes of Directive 2004/39/EC.
The details of each Series will be set out in the applicable
Final Terms.
Minerva Lending Management Limited (“MLML”) has been
appointed by the Issuer to act as the Collateral Manager (the
“Collateral Manager”) pursuant to an agreement dated 14
December 2016. References in this Information Booklet to
“we” or “us” refer to the Collateral Manager and where a
particular statement or paragraph refers to the Issuer, we will
expressly state so.
The contents of this Information Booklet are
indicative and accurate as at the date of its issue.
This Information Booklet should not be relied upon
for making any investment decision in relation to a
subscription to, or purchase of Bonds. The
Prospectus and Final Terms are made available to all
potential
investors as described below and any decision to invest
should be based on the full information contained
within the Prospectus and the relevant Final Terms
and the information incorporated by reference therein.
Copies of the Prospectus and Final Terms are available
from www.minervalending.co.uk and on request
from your stockbroker or other authorised financial intermediary. A hard copy is also available at the
principal place of business of the Issuer at 10 Queen
Street Place, London, United Kingdom, EC4R 1AG.. You
should ensure that you understand and accept the risks
relating to an investment in the Bonds before making
such an investment, otherwise you should seek
independent professional advice.
Prospective investors should consider carefully whether
an investment in the Bonds is suitable for them in light of
their personal circumstances. Prospective investors should
further refer to the “Risk Factors” section starting on page 32
of the Prospectus.
This Information Booklet does not constitute an offer
or solicitation with respect to the purchase or sale of,
investment in, or subscription to any security and neither
this Information Booklet nor anything contained therein
or the information to which it refers shall form the basis
of, or be relied upon in connection with, any contract or
commitment whatsoever.
You are strongly recommended to seek independent
financial and legal advice before making an investment decision.
This Information Booklet does not constitute an offer to sell, or
the solicitation of an offer to buy, the Bonds in any jurisdiction
in which such offer or solicitation is unlawful and, in particular,
is not for distribution into the United States or Canada. The
Issuer has not and will not be registered under the applicable
securities laws of the United States or Canada and the Bonds
may not be offered or sold within the United States or Canada
or to any national, resident or citizen of the United States or
Canada. The distribution of this Information Booklet in other
jurisdictions may be restricted by law and therefore persons
into whose possession this document comes should inform
themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
BONDS ISSUED UNDER THE SECURED NOTE PROGRAMME ARE NOT COVERED
BY THE FINANCIAL SERVICES COMPENSATION SCHEME.
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“We give investors access to fixed-term listed bonds with secured investments that offer
strong returns.”
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Welcome toYour Financial Future.Our Listed Bond with secured investments gives you peace of mindthat your investment is earning a competitive fixed rate of return whilst benefiting from asset-backed security.
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This Information Booklet explains in detail how the Secured Note Programme works and how the Issuer will use the net proceeds from each Series.
7%Up to
Interest varies depending on the length of the Series over a fixed period of years6.0% gross per annum over a fixed period of 3 years
Our PurposeMinerva Lending Management Limited was established on a simple
principle: financial services should be fair and rewarding. We want
to provide investors and savers with access to opportunities that
deliver a better rate of return than is currently offered by traditional
financial institutions.
Our OfferingOur business model is straightforward. We arrange asset-backed
loans to companies, primarily for the purpose of commercial property
acquisition or development. These loans are made to companies
which have passed independent credit checks and meet the eligibility
requirements set out in the Prospectus. The Issuer, Minerva Lending
plc, has been created purely for the purpose of issuing Bonds and
acquiring loans arranged by Minerva Lending Management Limited.
Each Series of the Bonds offers you the opportunity to earn a fixed
rate of interest for a specific time period. The Bonds issued via direct
offer under Series 9 earn 7.0% gross interest per year (paid every six
months) over a fixed period of four years. We also offer fixed 6.0%
gross interest per annum over a three-year term with our Series C4
Bonds. The minimum investment is £1,000 (equivalent to 1000 units
at nominal £1 per unit invested; actual price invested will be
dependent on the accrued interest at the time of purchase), rising in
multiples of 1,000 units thereafter.
Each Series will be listed on the Irish Stock
Exchange, which means your investment is
transferable and you will have the ability to
trade it should there be interested buyers.
Once Minerva Lending plc acquires a loan
secured by assets, that loan then becomes
the security for your Bonds.
Minerva Lending Management Limited has created Minerva
Lending plc for the purposes of issuing the Bonds. However,
Minerva Lending plc has its own independent directors and has an
independent credit committee evaluating and reporting on the
loans to be acquired. This provides us and you with the benefit of
their unbiased opinion on the commercial loans in which we
should participate.
Welcome
5
£3.1Loan
21.4%
Case Studies
Case StudiesThe following case studies are examples of loans previously arranged byMinerva Lending Management Limited’s lending team and are included as examples of the types of asset-backed loan that could secure the Bonds in which you invest.
HarlingtonGenerating more homes in West London
The OpportunityA modern office building of 19,440 square feet, and with 80 car parking
spaces, it already had development rights to be converted into 42
residential flats. The property is located close to Heathrow Airport, with
restaurants and leisure facilities close by, free access to the airport by
local buses and good transport connections to central London.
A certified and independent valuer gave a market value of £3.3m
without the benefit of the approved planning permission.
How We HelpedThe lending team arranged a loan facility of £3.1m to cover the
acquisition and certain development costs of the 42 residential
units in the proposed scheme. The loan was secured against
the property by way of a first charge. A debenture over the
corporate
borrower and personal guarantee of the obligor were also additional
security for the loan.
The loan facility was for a 19-month term. The first drawdown
covered the acquisition cost and the remaining capital was used as
the development progressed. Once the permitted development
rights were obtained, the borrower arranged replacement finance
and fully repaid the loan in February 2017.
6
£19 Loan
Case Studies
SpectrumImproving office space in Bristol
The OpportunityWe arranged the loan to buy the Spectrum Building in Bristol. Situated
close to the end of the M32 and opposite the new Cabot Circus
shopping centre, Spectrum is considered a desirable and convenient
location for tenants and their employees.
Bristol has experienced a high take-up of office space, yet also the
highest loss of such space in the UK due to conversion of properties
from commercial to residential. This growing shortage has made prime
rents rise to £28.50 per square foot. Compared to other cities, the
discount in rents offered between new and good quality refurbished
space was extreme. Spectrum needed partial refurbishment to be
considered prime office space.
How We HelpedAfter undertaking due diligence and examining the market potential,
the loan agreement was executed in 2015 for a £19m facility secured
against the property. The amount drawn was repaid in March 2016,
having generated a return of £2.4m - a return on investment of 18.4%.
The business plan for the property was for a three-year turnaround
project with an estimated exit value for the property of £25.6m.
7
£5 Loan
Case Studies
Although property is at the heart of Minerva Lending Management Limited, we do
occasionally participate in loans to non-property related businesses. However, we still
apply the same principles, due diligence and demand the same level of security for
these types of loan.
Access Motor FinanceFunding car finance to dealers
The OpportunityAccess Motor Stocking Limited (trading as Access Motor Finance)
provides vehicle stocking finance to car dealers. Facilities issued by
Access Motor Finance are usually between £25,000 and £500,000.
The vehicle to be purchased is invoiced to Access Motor Finance
which reviews the value of the vehicle against CAP’s clean valuation.
The total facility must stay at about 90% of the CAP clean value or the
new purchase will not be financed.
Access Motor Finance then puts an HPI charge on the vehicle, and
funds the invoice. Upon sale of the vehicle, a finance pay-out figure
is requested by the customer, and the original purchase price plus
daily interest charges and an administration fee is calculated for
removal of the finance charge.
The maximum hold period for any vehicle is 120 days, at which
point the original purchase price plus interest must be repaid. On
top of the finance held on the vehicle, a personal guarantee is
sought from the facility holders.
How We HelpedThe lending team arranged a loan facility for Access Motor Finance
in August 2015. This transaction involved a secured loan to a newly
created SPV, alongside a 50% equity share in the SPV with the
incumbent management team. The loan agreement was signed with a
total commitment of £5m, secured by a debenture over the company.
The loan has been drawn to £1.7m to December 2016. The interest rate
on the loan is 18% per annum, payable quarterly in arrears.
Access Motor Finance’s customer base has risen to more than 50
facilities and the business continues to grow and expand its operations.
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£7 Loan
25.5%
Case Studies
Waste Processing PlantDeveloping a recycling facility plant in north east England
The OpportunityA waste processing plant in Newcastle, designed for modern materials
recycling and waste autoclaving, had planning consent for two
pyrolysis treatment plants to generate electricity.
After undertaking due diligence and examining the market potential, we
arranged a secured loan to the borrower to expand and develop the
pyrolysis plants.
How We HelpedThe lending team arranged a loan facility for the borrower in November
2015, with specific financial covenants and information undertakings
included so that we could closely monitor operations and financials.
The loan agreement included a first ranking debenture over
the borrower, including the property, the plant and the
machinery.There were also cross-guarantees from associated and
parent companies of the borrower, similar debentures, share
charges and a personal guarantee.
We arranged a maximum loan of £7m over a six-month term with a
basic interest rate of 1.75% per month. The loan had an optional six-
month term extension but the borrower chose not to exercise this and
repaid the loan in full in May 2016.
9
£20Loan
Case Studies
We Buy Any HomeAssisting one of the UK’s leadingquick-sale home buying companies to expand its market share
The OpportunityWe Buy Any Home (“WBAH”) is now a market leader in the quick-sale
market of UK residential properties. It buys properties at a discounted
price for cash and with completion times of just seven days, and then
resells the properties on the open market. During the 12-month period
ending 28 February 2017, WBAH purchased properties at 75% of their
open market value, with an average selling price of £119,000.
How We HelpedOn 20 November 2013, the lending team arranged a £20m loan facility
for WBAH to expand its market share. The business has since been
able to buy and sell more than 300 properties a year. In the year to 31
December 2016, WBAH showed an average gross profit margin of 30%
and an average hold time of 140 days.
The WBAH loan facility was provided at an average annual interest
rate of 9.6% per annum, with the borrower maintaining a gross
margin of 3.5 times the cost of the loan. The funding allowed 100%
of the purchase price to be borrowed, therefore the lender always
maintained an average of 25% equity cover in relation to the open
market value.
10
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Meet Minerva
Meet the ExpertsWe are property and property finance experts. We have a team of highly skilled people with many years’ experience across all key areas of the real estate and financial spectrum.
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Meet Minerva
Dr Reeves KnyghtChairman
Dr Reeves Knyght has a background in
international tax law and more than a
decade of working in corporate finance
and private equity. He has specialised in
large, complex cross-border transactions,
from both a debt and equity perspective,
covering aircraft, shipping, rolling stock and
construction and agricultural plant through
to hospitals and power stations, with a
transaction history of more than US$3 billion.
Reeves’s extensive and diverse background,
with specific focus on debt placement, is
a real benefit to Minerva and its investors
through the detailed assessment of the deal
flow and opportunities that will arise.
Ross AndrewsDirector
Ross Andrews has over 30 years of
experience as a corporate adviser in the
London capital market. He has held board
positions in a variety of stockbroking
businesses. Most recently, he was on the
board of Zeus Capital during which period it
underwent significant growth in revenues.
Ross has experience
of advising companies across a variety of
sectors, strong corporate governance
skills, and currently acts as chairman and
non- executive director to a small portfolio
of private and public quoted companies.
Alongside Dr Reeves Knyght, Ross is
responsible for checking and verifying the
commercial viability of all loan applications,
as well as assisting with corporate
governance responsibilities.
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The
Dir
ecto
rs o
f Min
erva
Len
ding
plc
Meet Minerva
Minerva Lending Management Limited
Richard Gore, Executive DirectorRichard focuses on financial and credit analysis for all new investment and corporate lending
deals and is responsible for all financial reporting for Minerva Lending plc. In addition, Richard
also assists with corporate administration including assisting in preparing loan origination
documentation, board documents and liaising with third party providers including the legal and
audit functions.
Martin Drummond, Executive DirectorMartin leads the legal department at Minerva Lending Management Limited. His role includes
both the internal legal requirements of the company as well as the management of outside legal
counsel. He provides legal guidance with the aim of maintaining appropriate safeguards through
risk averse strategies to ensure the protection of lender interests. Such strategies include
ensuring that adequate and binding fixed, floating and quasi security is given by each borrower
prior to drawdown. In addition, that security must be consistently monitored to ensure the
strength and liquidity is maintained during the term of the loan.
Tim Mycock, Business Development DirectorTim focuses on deal origination, property development investment, senior and mezzanine lending
and equity financing opportunities for Minerva Lending Management Limited. Tim has arranged
funding in excess of £370 million for real estate transactions in the UK, Europe and around the
world. He has also developed property both in the UK and overseas and successfully managed
teams in those locations.
Theo Theodosiadis, Head of Investment AnalysisTheo Theodosiadis heads the Investment Analysis team. His responsibilities include in-depth
market research on all corporate lending and investment deals that we review, as well as the
preparation of financial appraisals for the projects. He has over five years’ experience in market
research, due diligence investigation, business management reporting, data analysis, business
development, and account management in the property, automotive, and fertiliser industries.
Theo’s analytical background, in combination with his financial education, helps him thoroughly
appraise each corporate lending and investment deal.
Stella Gkotsi, Investment AnalysisStella is part of the Investment Analysis team with the main goal being to assist with the decision-
making process by constructing bespoke financial models and conducting in-depth market
research. She has over six years’ experience in both the UK and Greece as a financial analyst
and auditor, where her main responsibilities included management and audit reporting, and
financial modelling. Stella is a Registered Member of the Global Association of Risk Professionals
(GARP) Institute.
The
Col
late
ral M
anag
er
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Meet Minerva
Independent Credit CommitteePursuant to a credit committee agreement entered into between MLML, the Issuer and Gunnerside Advisors Ltd
(“Gunnerside” dated 26th April 2017 (the “Credit Committee Agreement”), Gunnerside shall nominate three individuals to
act as members of an independent credit committee (the “Credit Committee”) for the Issuer. Details of those individuals
are set out below.
The Credit Committee shall consider and approve which loans originated by the Collateral Manager should be acquired by
the Issuer using the proceeds of an issuance of Bonds.
Daniel KaongaA qualified accountant, Daniel Kaonga is a Business, Regulatory Compliance and Risk
Management Consultant with over 25 years’ banking and financial services industry experience.
He is currently consulting as Interim Risk Manager for EMEA businesses of Bank of New York
Mellon Corporate Trust, Depositary Receipts and Treasury Services business units.
Daniel has undertaken external and internal audit and assurance and business risk assessments,
working at senior director level within a number of strategic business units’ management
in Europe, North America, Latin America and Asia. He has strong relationship management
experience with global financial regulators for regulatory change initiatives. He was also
employed by the Financial Conduct Authority as a senior regulator for five years, delivering
invaluable insight and experience.
Alex LowrieAlex co-founded Telemark Capital LLP, and is a Director, after working with a foreign exchange
boutique where he was a Director and Board Member running the institutional client desk.
Alex has spent 13 years in investment banking with a diverse institutional client base of European
pension funds, family offices, hedge funds and sovereign wealth funds. He has also held
directorships at Deutsche Bank and RBS.
David NewtonDavid co-founded Telemark Capital LLP, and is a Director, after a career in investment banking,
where he worked for a number of investment banks, using his in-depth expertise in Event Driven,
Merger Arbitrage and Equity Long/Short strategies, servicing hedge fund clients in Europe and the
United States. David’s career history includes directorships at Barclays and UBS.
The
Cre
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omm
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Security and Due Diligence
Your Security.Our Due Diligence.We want people to earn a decent rate of interest but not at any cost.
We will never sacrifice security to deliver returns.
The Bonds are listed on the Irish Stock Exchange. This means that the Central Bank has approved the Secured Note Programme as
complying with the Prospectus Directive, following a full regulatory
review. Minerva Lending plc is required to carry out its activities in
accordance with the terms of the Prospectus and the relevant Final
Terms, each of which is available on request.
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Security and Due Diligence
How We Select Our LoansWe have developed a process that ensures that we only arrange loans
to viable borrowers and that there are measures in place to ensure the
maximum recovery possible if things go wrong.
Our team at Minerva Lending Management Limited has extensive
experience in the field of commercial lending and has the skills to
distinguish a safe transaction from a poor transaction. Every loan
recommendation is then further scrutinised by the Credit
Committee. Only when a loan recommendation is approved by the
Credit Committee does it then pass to the board for its final
approval.
We will monitor and service, on an on-going basis, the
performance and credit quality of all loans acquired.
The loans will broadly fall into two categories: secured loans for the
purpose of commercial property acquisition or development; and
secured loans to small and medium-sized companies. In each case,
the borrower must provide security. Such security will usually take the
form of commercial or residential property. However, other security
types will be considered including receivables, stock and work-in-
progress, chattels, insurance contracts, securities and similar assets.
The loans are typically no more than 70% of the value of the asset,
and will be no greater than 90% by reference to an independent
valuation.
Our Due Diligence ProcessA key strength of our business model is our ability to source and
structure good quality loans. While we are confident in the ability of
our partners to originate these potential loans, we also believe that
the ultimate decision and responsibility lies with us. Our loan approval
process is central to the success of our business. This is why we
have implemented a tiered, independent approach to assessing any
borrower’s ability to repay their loan.
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How We Secure Your Investment
InvestorsManagement services regarding origination, arranging, sale and servicing of Borrower Loans
U.S. Bank Trustees Limited Issuer Security Trustee
Subscription
Minerva Lending Management Limited
BondsMonies
issuance of BondsProceeds from
Security over assets (Borrower Loans, rights to security of assets of Borrower and applicable Issuer Collateral Account) granted in favour of the Issuer Security TrusteeMinerva Lending plc
Sale of Borrower Loans
Third Party Lenders
Borrower Loan Agreement entered into directly or via SPV
Borrower Security Trustee
Borrower
Holds benefit of security on trust for Minerva Lending plc
Security over assets granted in favour of Borrower Security Trustee
Assets
Security and Due Diligence
Security Structure & TrusteeMinerva Lending plc has appointed U.S. Bank Trustees
Limited (a business authorised and regulated by the
Financial Conduct Authority, No 462132) as the Issuer Security Trustee to act on behalf of investors should
there be a default on the terms of a Bond. The Issuer’s
obligations under the Bonds will be secured in favour of
U.S. Bank Trustees Limited, for the benefit of investors in
the Bonds and certain other secured creditors. This will
be by fixed first charge over the Issuer’s rights in respect
of the loans funded by the proceeds of the issuance of
the Bonds and the related security for those acquired
loans.
These proceeds, when not used to acquire loans, will
be held by the Issuer in a cash collateral account. Any
money received by the Issuer under such loans (such as
interest payments and principal repayments) will also be
held in that collateral account. U.S. Bank Trustees
Limited will have security over the collateral account for
each Series of Bonds issued.
With regard to secured loans, each Borrower’s
obligations will be secured in favour of the “Security
Trustee” by fixed and floating charges over the property,
undertakings and
assets of the Borrower. The Borrower Security Trustee will hold
the benefit of that security on trust for the Issuer, U.S. Bank
Trustees Limited, which will have security over those rights.
The investors and other secured creditors will rank first
in priority to other creditors in the event of a default or
insolvency, or an insolvency-related event affecting the
Issuer. In this way, investors’ rights, and those of other
secured creditors, will not be affected by the insolvency, or
insolvency-related events of the Issuer or any other entity
appointed by the Issuer.
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19
Risks to Consider
Risks to Consider
Whilst we take investor security very seriously, like any type of investment, there is a level of risk involved. It is important to
note that your capital and interest are at risk and are not covered by the Financial Services Compensation Scheme.
The Issuer is not authorised or regulated by the Financial Conduct Authority. In the event that the Issuer becomes insolvent,
you may lose some or all of your investment, including interest payments due. If you are in any doubt about making an
investment, you are strongly recommended to consult a trained professional financial adviser. Before you subscribe to the
Bonds, you should ensure that you fully understand the risks and determine whether the investment is suitable for you on
the basis of all available information.
What risks should I consider? The Issuer believes the following risks to be significant for potential investors. However,
the risks listed do not necessarily comprise all those associated with an investment in
the Bonds and are not intended to be presented in any assumed order or priority. In
particular, Minerva Lending plc’s performance may be affected by changes in legal,
regulatory and tax requirements, as well as overall global financial conditions.
Credit Risk The ability of the Issuer to meet its payment obligations under the Bonds will be
adversely affected by defaults or failure by the borrowers to make timely payments
of interest and principal under such underlying borrower loans.
The Issuer is inherently exposed to risks arising from changes in the credit quality of,
and the recoverability of amounts due from, underlying borrowers. Adverse changes
in the credit quality of the borrowers could result from a general deterioration in the
UK economic conditions or increases in interest rates and borrowing costs within
the UK economy. Increased numbers of defaults by the borrowers may reduce the
recoverability and value of the Issuer’s assets.
Limited Resources of the Issuer The Issuer’s ability to meet its obligations in respect of the Bonds, its operating
expenses and its administrative expenses are wholly dependent upon (i)
payments of instalments by borrowers, (ii) payments under any security in
respect of the borrower loans backing that Series, (iii) any available cash
resources, and (iv)
the performance by all of the parties (other than the Issuer) of their respective
obligations under the relevant agreements.
Adverse Financial Performance of the Collateral Manager
There is a risk that, in the future, the Collateral Manager is not able to arrange the
sale of borrower loans to the Issuer. This may in turn be detrimental to the
Collateral Manager’s goodwill, profitability and the Collateral Manager’s future
growth potential
which is turn could affect the Issuer’s ability to pay interest and principal on the Bonds.
As the Collateral Manager partly relies on brokers and distributors in order to source
new lending and identify third party lenders, if there is a significant period of time
when funding is unavailable on commercially acceptable terms, there is also likely
to be an adverse effect on the Collateral Manager’s relationships with its brokers,
dealers and key introducers. As a consequence, the Collateral Manager’s ability to
generate new business from brokers and distributors in the future, should funding
become more readily available, may be more challenging. This could have a
material adverse impact on the Collateral Manager’s business, results of operations,
profitability or financial condition.
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Risks to Consider
Failure to Attract, Retain or Replace Senior Management of the Collateral Manager
Bonds are not protected by the Financial ServicesCompensation Scheme (“FSCS”)
The success of the business of the Collateral Manager is dependent on
recruiting, retaining and developing appropriately skilled, competent people at
all levels of the business (for example, relationship managers responsible for
key introducers). If the Collateral Manager is not able successfully to attract and
retain such personnel or ensure that the experience and knowledge of key
management is not lost from its business during the succession of personnel, it
may not be able to maintain its standards of service or continue to grow its
business as anticipated.
The loss of such personnel, and more particularly the failure to find suitable
replacements in a timely manner, the inability to attract and retain additional
appropriately skilled employees, or the failure to plan succession effectively,
could have an adverse effect on the Collateral Manager’s business.
The Bonds are not protected by the FSCS or any other government savings or
deposit protection scheme. As a result, the FSCS will not pay compensation to an
investor in the Bonds upon the failure of the Issuer. If the Issuer goes out of
business or becomes insolvent, investors may lose all or part of their investment.
The Secondary Market Bonds may have no established trading market when issued, and one may never
develop. If a market does develop, it may not be liquid. Therefore, investors may
not be able to sell their Bonds easily or at prices that will provide them with a yield
comparable to similar investments that have a developed secondary market. This is
particularly the case for Bonds that are especially sensitive to interest rate, currency
or market risks, are designed for specific investment objectives or strategies, or
have been structured to meet the investment requirements of limited categories of
investor. These types of Bond generally would have a more limited secondary market
and more price volatility than conventional debt securities. Illiquidity may have a
severely adverse effect on the market value of the Bonds.
Unforeseen Factors and Developments The Issuer’s ability to implement its business effectively may be adversely
affected by factors that it cannot currently foresee, such as unanticipated costs
and expenses, technological change or a severe economic downturn. All of these
factors may necessitate changes to the business described in this Information
Booklet.
SummaryThe risks described above are not exhaustive, and they
do not purport to be a complete explanation of all the
risks and significant considerations involved in investing
in the Bonds. Please also note the “Risk Factors”
section starting on page 32 of the Base Prospectus.
The Bonds may not be a suitable investment for all
who review this Information Booklet or the Base
Prospectus. Investors are strongly advised to take their
own tax and investment advice as to the consequences
of owning the Bonds.
Other than the obligations and other covenants on the
part of the Issuer to pay interest on the Bonds and
repay the principal sum of the Bonds when due and to
perform the other obligations contained in the Base
Prospectus, no representation or warranty, express or
implied herein, is given to investors by the Issuer or the
Directors and officers of the Issuer. In particular but
without limitation, no representation or warranty is given
by any such person as to: (i) the tax consequences; (ii)
the regulatory consequences; or (iii) the business and
investment risks associated with acquiring, owning or
redeeming the Bonds.
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Need some help? Please call +44 (0) 203 963 5970 or email
How to Invest
How to InvestHow can I invest? You can invest online at www.minervalending.co.uk. You can also make an
application by post, or you can call 0203 963 5970 for more details.
What identification do I need? For investments over £7,500 and overseas investments, we require a copy of
photographic ID and proof of address certified to be a true copy of the original.
Acceptable proof of identification is a copy of a driving license or passport and, for
proof of address, we accept utility bills or bank statements dated within the last three
months. The proof of address must be in English, or accompanied by a
certified translation.
How can I open an account with InterestMe?
You invest and hold the Bonds through InterestMe, which is a trading name of EGR
Broking Limited which is authorised and regulated by the Financial Conduct Authority
FRN 537582. InterestMe will charge 0.3% per annum handling fee. Further details and
copies of the InterestMe Application Form can be found online
Visit www.minervalending.co.uk or call 0203 963 5970 for more details.
What happens next? Once your investment is complete, you will receive an email confirmation, a ‘thank
you’ letter by post and your investment will be recorded with the Registrar. Once the
subscription for a Series has closed, investors will receive a notification registering
their ownership of the Bond. This should be kept safely. Interest payments will be
made directly into your ISA account or nominated bank account.
Who can invest? Subject to the terms and conditions of financial intermediaries who have been
authorised by the Issuer, any investor over the age of 18 or a trust, company or
charity that is not prevented by the laws of its governing jurisdiction from applying
for or holding the Bonds can obtain Bonds.
How much can I invest? £1,000 (equivalent to 1000 units at nominal £1 per unit invested; actual price invested
will be dependent on the accrued interest at the time of purchase) is the starting
minimum investment with multiples of 1,000 units thereafter, with no upper limit.
The maximum aggregate principal amount of Bonds outstanding at any one time
under
the Secured Note Programme will not exceed £500,000,000.
Protecting your investment is paramount to our business and central to every decision
we make ”
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FAQs
Frequently Asked QuestionsWhat is Minerva’s Secured Note Programme?
The Minerva Lending plc Secured Note Programme allows for the issuance of Bonds
to investors. The Bonds are asset-backed bonds that pay a set gross interest rate
per annum for a fixed term, usually semi-annually, and your capital is due to be
repaid at maturity.
What is a bond? A bond is a form of borrowing by a company seeking to raise funds from investors.
The Bonds issued to investors have a fixed maturity. The Issuer promises to pay a
fixed rate of interest to the investor to the date that the Bond matures, at which point
the Issuer promises to repay the amount borrowed.
The Bonds are backed by collateral. This means that, should the Issuer be unable
to make payments under the Bond, the collateral can be sold or enforced in order
that the Issuer may meet its obligations under the Bond. The collateral will be the
loans that the Issuer has acquired with the proceeds of a Series of Bonds and is
specific to such Series. The Issuer (through the Borrower Security Trustee) would
enforce on the relevant loan and the security for that loan by, for example, selling
the property which secures that loan. The loans sold to the Issuer typically operate
on a loan to value rate of 70% and no greater than 90%. This means that the
collateral securing the loan should be worth more than the loan itself and therefore
provides a level of security for the Issuer and, ultimately, the investors. However,
you should be aware that you may not get back all the capital you invested if the
proceeds from sale of
the collateral are less than the face value of the Bonds due.
Who is Minerva Lending Management Limited?
Minerva Lending Management Limited has been appointed by the Issuer to arrange
the loans and to service them once they are sold to the Issuer. It will also manage the
Issuer’s collateral accounts and will calculate and collect the payments due under the
loans. It is also responsible for arranging the issuance of the Bonds to investors.
Who is Minerva Lending plc? Minerva Lending plc is the issuer of the Bonds. It is a public limited company under
the Companies Act 2006, and was incorporated in England (registered number
10007477) on 16 February 2016. The Minerva Lending plc registered office is 10 Queen
Street Place, London, United Kingdom EC4R 1AG.
The authorised share capital of Minerva is 50,000 ordinary shares of £1 each. Each
ordinary share is partly paid up at £0.25.
Can I put the Bonds into my SIPP or ISA?
The Bonds are suitable for Self-Invested Personal Pensions (SIPPs) and ordinary tax-
free Individual Savings Accounts (ISAs) subject to approval by the scheme trustees
and administrators.
You should consult your financial adviser or SIPP/ISA provider if you would like to hold
the Bonds in a SIPP or ISA. Please note that your financial adviser or SIPP/ISA provider
is required to make an application on your behalf.
Can I increase my investment You can increase your investment at any point during an offer period of the relevant
Series being invested in.
Can I change my mind? If you wish to cancel your application, you should write to the financial intermediary
through which you have submitted an application for the Bonds as soon as possible
prior to the Closing Date for the applications for the Bonds you have applied for.
After this date, your application will be irrevocable and will not be capable of being
terminated or rescinded unless there are exceptional circumstances.
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If you have any questions regarding this, please call+44 (0) 203 963 5970 or email
FAQs
Is the Minerva Listed Bond covered by the Financial Services Compensation Scheme?
Is the Minerva Listed Bond transferable?
No, investment into the Minerva Listed Bond is not covered by the Financial
Services Compensation Scheme.
All Bond proceeds raised through the Minerva Listed Bond will be invested in
asset- backed loans. Please note your capital and interest payments are at risk.
Capital and interest payments are not guaranteed if there is a default on the loans
made by the Issuer. It is important to remember that historic loan default rates are
not necessarily indicative of future default rates.
Please note that the security arrangements do not guarantee full return of capital
and interest on the Minerva Listed Bond.
Yes, the Minerva Listed Bond will be listed on the Irish Stock Exchange and is a
freely transferable security that can be either sold or transferred to a third party.
Please remember that, whilst there are no restrictions on sale or transfer, this alone
does not guarantee that you will be able to exit your investment early and there
must be a willing party available to purchase your Bond.
What interest will be payable? The Minerva Listed Bond will offer a choice of interest rates, dependent on the term
selected: 3 years - 6% AER; 4 years - 7% AER
Important Bond Issuer Information
Issuer: Minerva Lending plc (Company Registration No. 10007477)
Registered Address: 10 Queen Street Place, London, United Kingdom EC4R 1AG
Bond Listing: Irish Stock Exchange
Bond Currency: Sterling (GBP)
Minimum Investment Required: £1,000 (equivalent to 1000 units at nominal £1 per
unit invested; actual price invested will be dependent on the accrued interest at the
time of purchase)
Your capital is at risk and is not covered by the Financial Services Compensation
Scheme (FSCS). The Issuer is not authorised and regulated by the Financial
Conduct Authority (FCA). In the event that the Issuer becomes insolvent, you may
lose some of all of your investment, including interest payments due. If you are in
any doubt about making an investment, you are strongly recommended to consult
a trained professional financial adviser. Before you subscribe to the Minerva Listed
Bond, you should ensure that you fully understand the risks and determine whether
the investment is suitable for you on the basis of all the information available.
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Further Information
Further InformationHolding the Bonds The Bonds will be issued in CREST and will held in custody by Third Platform Services, the
ISA Plan Manager which is authorised and regulated by the Financial Conduct Authority
(FRN 717915). Registered address is 17 Neal’s Yard, London WC2H 9DP.
How to trade the Bonds Investors should, in most normal circumstances, be able to sell their Bonds at any time,
subject to market conditions, by contacting their stockbroker or a financial intermediary.
As with any investment, there is a risk that an investor could get back less than their initial
investment. If trading activities are low, this may severely and adversely impact the price that
an investor would receive if they wish to sell their Bonds or their ability to sell at all. There is no
guarantee of a secondary market throughout the life of the Bonds.
Taxation of the Bonds Investors should consult their own tax advisers to obtain advice about their specific
circumstances and their particular tax treatment in relation to the Bonds. The tax
treatment will depend on an investor’s individual circumstances and taxation law at the
relevant time (which is subject to change in the future).
All amounts, yields and returns described in this Information Booklet are shown before any
impact of tax.
It is the responsibility of every investor to comply with the tax obligations of their
country of residence/domicile.
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The content of this financial promotion has been approved, for the purposes of section 21 of the Financial Services and
Markets Act 2000, by InterestMe, 6th Floor Lloyds Avenue House, Lloyds Avenue, London EC3N 3AX. InterestMe is a
trading name of EGR Broking Limited which is regulated and authorised by the Financial Conduct Authority (FRN 537582).
The Minerva Secured Notes are issued by Minerva Lending plc. Any investment in Minerva Secured Notes is not covered
by the Financial Services Compensation Scheme. This investment is only directed at persons certified as high net worth
investors, sophisticated investors or restricted investors or who are self-certified as sophisticated investors in accordance
with Financial Conduct Authority rules. The value of these notes, and any income from them, can fall as well as rise and so
you could get back less than you invest. You should consider carefully whether an investment in the Minerva Secured Notes is
suitable in light of your personal circumstances and, if you have any concerns, seek independent advice from an appropriately
qualified adviser.
10 Queen Street Place, London, United Kingdom, EC4R 1AG. [email protected]
Authorised Offeror
6th Floor, Lloyds Avenue House, Lloyds Avenue, London EC3N 3AX
+44 (0) 203 963 5970
The Minerva Secured Notes are issued by Minerva Lending plc. InterestMe is a trading name of EGR Broking Limited which is regulated and authorised by the Financial Conduct Authority (FRN 537582).
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