INFORMATION MEMORANDUM - 6.25% 2021 SENIOR SECURED INVESTMENT BONDS - JLG Group PLC
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JCF 2021 BONDS PLC INFORMATION MEMORANDUM 6.25% 2021 SENIOR SECURED INVESTMENT BONDS STRICTLY PRIVATE & CONFIDENTIAL THIS DOCUMENT IS IMPORTANT. If you are resident in the UK and in any doubt about the contents of this document, we strongly recommend that you should consult and seek advice from an authorised person who specialises in advising on the acquisition of shares and other securities and is authorised under the Financial Services and Markets Act 2000 (“FSMA”). An investment in Just Cash Flow PLC will not be suitable for all recipients of this Information Memorandum. This IM has been issued by the Company and approved for the purposes of section 21 of the FSMA by Alfred Henry Corporate Finance Limited (“Alfred Henry”) of 5-7 Cranwood Street, London EC1V 9EE. Alfred Henry is regulated by the Financial Conduct Authority, and is an authorised person under the FSMA. Alfred Henry is acting for the Company and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Alfred Henry or for providing advice in relation to the contents of this document. No liability is accepted by Alfred Henry for the accuracy of any information contained in this document. Investing in the Company is speculative and involves a significant degree of risk. The attention of prospective Investors is drawn to the contents in this IM entitled “Risk Factors”.
IMPORTANT NOTICE TO INVESTORS
THIS MEMORANDUM IS INTENDED FOR DISTRIBUTION SOLELY TO QUALIFIED INVESTORS
SUCH AS PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to this Information Memorandum (the "Information Memorandum" or “IM”) and you are
therefore advised to study it carefully before reading, accessing or making any use of the Information
Memorandum.
If you are resident in the UK and in any doubt about the contents of this Information Memorandum, we
strongly recommend that you should consult and seek advice from an authorised person who
specialises in advising on the acquisition of securities and is authorised under the Financial Services
and Markets Act 2000 ("FSMA"). An investment in the Company will not be suitable for all recipients of
this Information Memorandum.
THIS MEMORANDUM IS SUBMITTED TO YOU ON A CONFIDENTIAL BASIS SOLELY IN
CONNECTION WITH YOUR CONSIDERATION OF AN INVESTMENT IN JCF 2021 BONDS PLC
6.25% 2021 SENIOR SECURED BONDS. DUE TO THE CONFIDENTIAL NATURE OF THIS
MEMORANDUM ITS USE FOR ANY OTHER PURPOSE MIGHT INVOLVE SERIOUS LEGAL
CONSEQUENCES. AS SUCH THIS MEMORANDUM MUST NOT BE DELIVERED IN WHOLE OR
PART WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR ANY APPROVED
ARRANGER, REFERRER OR DISTRIBUTOR OF THE COMPANY.
NOTHING IN THIS INFORMATION MEMORANDUM CONSTITUTES AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT 1933, AS AMENDED (THE
"SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES
LAWS.
Confirmation of your representation: The IM is delivered to you at your request and on the basis that
you have confirmed to the Company that you are located outside the United States and are not a U.S.
person (as defined in Regulation S under the Securities Act) and you are located in the United Kingdom,
Jersey, Guernsey or the Isle of Man (and any electronic mail addresses that you gave us and to which this
IM has been delivered are not located outside such jurisdictions) and are a person into whose possession
this IM may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located.
If this IM has been made available to you in electronic form, you are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and
consequently neither the Company nor any of its agents accepts any liability or responsibility whatsoever
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALin respect of any difference between the Information Memorandum distributed to you in electronic format
and the hard copy version.
You are reminded that you have accessed the IM on the basis that you are a person into whose possession
the IM may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located
and you may not nor are you authorised to deliver this IM, electronically or otherwise, to any other
person. If you have gained access to this transmission contrary to the foregoing restrictions, you will be
unable to purchase any of the products described herein.
You are responsible for your own protection against viruses, malware and other destructive or malicious
software or similar. Your receipt of the electronic transmission of the IM is at your own risk and it is your
responsibility to take precautions to ensure that it is received free from viruses, malware and other
destructive or malicious software or similar.
This IM has been issued by JCF 2021 Bonds Plc (the "Company"), a wholly owned subsidiary of the
JLG Group plc and sister company to Just Cash Flow Plc ("JCF"). In receiving and acting upon the IM,
you agree to be bound by the following terms and conditions, including any modifications to them from
time to time, on each occasion when you receive information from the Company or JCF as a result of
or in connection with such access. You acknowledge that the electronic transmission and/or the delivery
of the IM is confidential and intended only for you and you agree you will not publish, reproduce or
forward the IM to any other person.
This IM does not comprise a Prospectus for the purposes of Section 85 FSMA and has not been
approved by an authorised person for the purposes of Section 21 of FSMA. It is exempt from such by
section 86(1)(c) Prospectus Directive Amending Directive (2010/73/EU).
This Offer is denominated in units of £100,000 each, and is restricted to a minimum subscription of one
£100,000 Bond, with any multiples of £100,000 units above that available, up to the maximum under
this Offer.
No representation or warranty, express or implied, is made by the Company or its agents as to the
accuracy, completeness, verification or sufficiency of the information set out in this Information
Memorandum. Where information in this Information Memorandum has been sourced from third parties,
this information has been accurately reproduced, and as far as the Company is aware and is able to
ascertain from the information published by such third parties, no facts have been omitted which would
render the reproduced information inaccurate or misleading. The source of third party information is
identified where used.
Own Investigation
This IM does not take into account the individual objectives, financial situation or needs of any recipient
and each recipient should conduct their own due diligence. Recipients of this IM should pay particular
attention to the information relating to risk factors.
PROSPECTIVE INVESTORS SHOULD HAVE REGARD TO THE RISK FACTORS DESCRIBED
UNDER THE SECTION HEADED ‘RISK FACTORS’ IN THIS IM. NO ASSURANCE CAN BE GIVEN
THAT THE COMPANY’S OR JCF'S OBJECTIVES WILL BE ACHIEVED.
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALExcept in the case of parties authorised by the Company to distribute this IM (an “Authorised
Distributor”), the Company has not authorised any person to make any offer to subscribe or acquire or
any communication of an invitation to subscribe or acquire any Bonds in any circumstances and no
person is permitted to use this IM in connection with the offer of any Bonds. Any such offers are not made
on behalf of the Company and the Company has no responsibility or liability for the actions of the persons
making such offers.
No person is authorised to give any information or to make any representation not contained in this
Information Memorandum and any information or representation not so contained must not be relied upon
as having been authorised by or on behalf of the Company. Neither the delivery of this Information
Memorandum nor any sale made in connection herewith shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company or JCF since the date hereof or
the date upon which this Information Memorandum has been most recently amended or supplemented or
that there has been no adverse change in the financial position of the Company or JCF since the date
hereof or the date upon which this Information Memorandum has been most recently amended or
supplemented or that the information contained in it or any other information supplied in connection with
the Bonds is correct as of any time subsequent to the date on which it is supplied or, if different, the date
indicated in the IM.
Each potential investor in the Bonds must determine (either alone or with the help of a financial adviser)
the suitability of that investment in light of their own circumstances. In particular, each potential investor
should:
• have sufficient knowledge and experience to make a meaningful evaluation of the Bonds,
the merits and risks of investing in the Bonds and the information contained or incorporated by
reference into this IM or any applicable supplement;
• have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
their particular financial situation, an investment in the Bonds and the impact such investment
will have on their overall investment portfolio;
• have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Bonds, including where principal or interest is payable in one or more currencies, or where the
currency for principal or interest payments is different from the potential investor’s currency;
• understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant
indices and financial markets; and
• be able to evaluate possible scenarios for economic, interest rate and other factors that may
affect their investment and have an ability to bear the applicable risks.
Regarding Forward-Looking Statements
This Information Memorandum includes forward-looking statements. The words ‘believe’, ‘anticipate’,
‘expect’, ‘intend’, ‘plan’, "continue’, ‘assume’, ‘may’, ‘will’, ‘should’, ‘shall’, ‘risk’ and other similar
expressions that are predictions of or indicate future events and future trends identify forward-looking
statements. These forward-looking statements include all matters that are not historical facts. You should
not place undue reliance on forward-looking statements because they involve known and unknown risks,
uncertainties and other factors that are in many cases beyond the Company’s control. By their nature,
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALforward-looking statements involve risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Recipients of this Information Memorandum are
cautioned that forward-looking statements are not guarantees of future performance and that the
Company's and JCF’s actual results of operations, financial condition and liquidity, and the development
of the industry in which the Company and JCF operates may differ materially from those made in or
suggested by the forward-looking statements contained in this Information Memorandum. This cautionary
statement should be considered in connection with any subsequent written or oral forward-looking
statements that the Company, JCF or persons acting on their behalf, may issue. Factors that may cause
the Company's and JCF’s actual results to differ materially from those expressed or implied by the forward-
looking statements in this Information Memorandum include, but are not limited to, the risks described
under ‘Risk Factors’.
These forward-looking statements reflect the Company’s judgment at the date of this Information
Memorandum and are not intended to give any assurances as to future results. The Company undertakes
no obligation to update these forward-looking statements, and will not publicly release any revisions it may
make to these forward-looking statements that may result from events or circumstances arising after the
date of this Information Memorandum. The Company and JCF will comply with their obligations to publish
updated information as required by law or by any regulatory authority but assume no further obligation to
publish additional information.
Risks
It is intended to apply for the Bonds to be admitted to trading on the Global Exchange Market (GEM) of
the Irish Stock Exchange, trading as Euronext Dublin. There is no guarantee that such application will be
successful or that the Bonds will be admitted to trading on any market. There is no assurance that can be
given as to the liquidity of the Bonds in any after market.
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALCONTENTS
Offer Statistics 7
Part 1: Information on the Company and Just Cash Flow Plc 14
Part 2: Bond Security 25
Part 3: General Information 28
Part 4: Financial Information 35
Part 5: Risk Factors 36
Part 6: Terms, Conditions and Procedures for Application 40
Part 7: Terms and Conditions of 2021 Bonds 43
Application Form (including Terms and Conditions) 47
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALJCF 2021 Bonds Plc
(Company Registration No. 11394531)
Directors:
John Davies Executive Director (CEO The JLG Group Plc)
Robert Boot, FCA Group CFO
Sarah Francis Independent Non-executive Director
Registered Office
1 Charterhouse Mews
London
EC1M 6BB
GEM Nomad and financial adviser
Alfred Henry Corporate Finance Limited
Finsgate
5-7 Cranwood Street
London
EC1V 9EE
Solicitors
DWF LLP
20 Fenchurch Street
London
EC3M 3AG
Auditors
Jeffreys Henry LLP
Finsgate
5-7 Cranwood Street
London
EC1V 9EE
Registrar
SLC Registrars
42 – 50 Hersham Road
Walton-on-Thames
Surrey
KT12 1RZ
Security Trustee for the Bonds
Woodside Corporate Services Limited
4th Floor, 50 Mark Lane
London
EC3R 7QR
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALStockbroker and CREST custodian
Reyker Securities Plc
17 Moorgate
London
EC2R 6AR
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALOFFER STATISTICS
JCF 2021 Bonds Plc
Company No. 11394531
Offer of up to £50,000,000 6.25% 2021 Senior Secured Bonds to be allocated to valid applicants
on a first come first served basis.
Summary of Offer:
Offer price per unit £100,000
Number of new 2021 Bond units 500
Gross proceeds of Bond issue (assuming full £50,000,000
subscription)
Net proceeds of issue (assuming full subscription) £47,000,000
Minimum subscription per applicant £100,000 with any additional
amount of £100,000 thereafter
Offer opens 3 September 2018
2021 Bonds redeemed at par value 31 December 2021
Share Capital and Securities of the Company following the Issue (assuming full subscription):
Issued Number
Ordinary shares of £1 each £50,000 50,000
6.25% Senior Secured Bonds 2021 of £100,000 per unit £50,000,000 500
Share Capital and Securities of JCF following the Issue:
Issued Number
Ordinary shares of 1p each £50,000 5,000,000
12% Convertible Preference Shares £450,000 450,000
8.25% Debentures 2019 of £1 per unit (applications now £1,789,390 1,789,390
closed)
8.75% Debentures 2021 of £100 per unit £4,200,000 42,000
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALJCF is also currently promoting an investment of up to £50,000,000 into a 6.75% 2023 Secured
Bond.
JCF 2021 Bonds Plc and Just Cash Flow Plc are subsidiaries of JLG Group Plc which has a
market capitalisation (equity) at the date of this IM of £39.48m
There is no limit to the number of 2021 Bond units that investors may apply for, up to the amount
of £50,000,000 for the Offer, although the Directors reserve the right to limit the number of units
allocated if the maximum capital amount is raised. The application form may be found on page
[48] of the IM.
For further information, please contact:
JCF 2021 Bonds Plc
c/o Just Cash Flow Plc
1 Charterhouse Mews
London EC1M 6BB
Tel : 02031996379
www.thejust-group.com
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALEXPECTED TIMETABLE OF EVENTS
Publication of the IM 31 August 2018
Admission and commencement of dealings in the Bonds 5 September 2018
2021 BOND DETAILS
SEDOL: BFML254
ISIN: GB00BFML2541
OPOL: XDUB
CFICODE2015: DBFSFR
FISN: JCF 2021/6.25 BD 20210630 SNDB SECD
LEI: 213800W3BJY6EFB8Z187
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALEXECUTIVE SUMMARY
The following is a summary of the 2021 Bond:
Group Description The Directors intend to raise up to £50,000,000 from the issue of the 2021
Bonds. The full amount raised from the issue of the Bonds will be loaned
to JCF by the Company pursuant to the Loan Agreement. JCF's principal
activity is the provision of revolving credit facilities to businesses that
cannot obtain traditional bank overdraft facilities.
Denomination The nominal amount of a 2021 Bond unit is £100,000.
Minimum Investment The minimum investment is £100,000.
ISIN GB00BFML2541
Income The 2021 Bonds will accrue interest from and including the issue date of
each Bond at the fixed rate of 6.25 per cent per annum. The interest on
the Bonds is payable half-yearly in arrears at the end of the interest period
to which the payment relates. Interest is payable on 30 June and 31
December in each year in which in the 2021 Bonds are held. The final
payment of interest will be made on the Redemption Date.
Security The Bonds will be secured by fixed and floating charges over all assets
of the Company in favour of the Trustee.
The Company’s loan to JCF shall be secured by way of fixed charge
over the Loan Account and Customer Loan Pool.
Raise Amount Minimum raise of £500,000 at Admission; maximum raise of
£50,000,000.
Term Three years until 31 December 2021.
Redemption Repayment of capital on the expiry of the term.
Yield On the basis of the issue price of the Bonds of 100% of their nominal
amount, the initial yield of the Bonds on the Issue Date is 6.25% on an
annual basis. This initial yield is not an indication of future yield.
Ranking All the 2021 Bonds are senior secured bonds and will rank senior to any
other debts of the Company.
Events of default On one of the identified events listed in the Trust Deed and summarised
at the back of this IM, the Bonds will be redeemed immediately at the
principal amount together with any accrued interest.
Trustee Woodside Corporate Services Limited.
Transferable Ownership of the Bonds can be transferred to another party.
Listed/unlisted An application has been made to admit the 2021 Bonds to trading on the
Global Exchange Market.
Meetings of The Company may, at any time, convene a meeting of the Bondholders.
Bondholders
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALEvent on death In the event of the death of a Bondholder the 2021 Bonds and accrued
interest shall form part of the Bondholder’s estate under the control of his
or her executors or estate administrator.
THE INFORMATION CONTAINED IN THIS SUMMARY MUST BE CONSIDERED IN
CONJUNCTION WITH THE TRUST DEED.
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALDEFINITIONS
The following terms apply in this IM unless the context requires otherwise:
“Admission” admission of the Bonds to trading on the GEM t/a Euronext Dublin becoming
effective in accordance with the Global Exchange Market Listing and Admission
to Trading Rules for Debt Securities
“Act” the United Kingdom’s Companies Act 2006, as amended
“Articles” the articles of association of the Company
“Board” the board of directors of the Company
“Bond Subscription Amount” the aggregate amount of subscription monies received by the Company in
connection with the Bonds
“Bonds” or “2021 Bonds” the sterling denominated senior secured 6.25% bonds issued by the Company in
units of £100,000 each due 31 December 2021 pursuant to the Trust Deed
“Bondholders” or “2021 the registered holders of the 2021 Bonds
Bondholders”
“Bond Trustee” or “Trustee” Woodside Corporate Services Limited, a company incorporated and registered in
England and Wales with registered number 6171085 and having its registered
office at 4th Floor, 50 Mark Lane, London, EC3R 7QR, United Kingdom
“Company” JCF 2021 Bonds Plc, a company incorporated and registered in England and
Wales with registered number 11394531 and having its registered office at 1
Charterhouse Mews, London, EC1M 6BB, United Kingdom
“CREST” the computerised settlement system used to facilitate the transfer of title to shares
in uncertificated form, operated by Euroclear UK & Ireland Limited
“Customer Loan Pool” all present and future rights, titles, benefits and interests in and to each loan (and
all related documents, including any security documents and all related rights)
that JCF has made in favour of a customer through the Loan Account
“Directors” the directors of the Company, whose names appear on page [5] of this IM
“Euronext Dublin” or “ISE” Irish Stock Exchange Plc trading as Euronext Dublin
“Group” or “JLG Group” JLG Group Plc and its wholly owned subsidiaries
“Euroclear” Euroclear UK & Ireland Limited, the operator of CREST
“JCF” Just Cash Flow Plc, a company incorporated and registered in England and
Wales with registered number 08508165 and having its registered office at 1
Charterhouse Mews, London, EC1M 6BB, United Kingdom
“JCF Loan” the secured loan for the Bond Subscription Amount from the Company to JCF
pursuant to the Loan Agreement
“FCA” the Financial Conduct Authority
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIAL“FSMA” the Financial Services and Markets Act 2000 (as amended)
Global Exchange Market or a market of the ISE for listed securities aimed at professional investors. The GEM
"GEM" is a multilateral trading facility as defined in Article 4(1) point of Directive
2014/65/EU
“ISE Rules” the ISE’s Global Exchange Market Listing and Admission to Trading Rules for
Debt Securities, as amended from time to time, which rules set out the admission
requirements for admission to GEM, the requirements as to the continuing
obligations of issuers once admitted, the eligibility requirements and ongoing
responsibilities of listing agents in relation to the companies for which such listing
agents act, and any guidance notes as in force at the date of this agreement, or
where the context requires, as amended
“Interest Date” 30 June and 31 December in each year
“IM”, or “Information this document
Memorandum”
“Loan Account” the JCF account in which the Bond Subscription Amount lent to JCF by the
Company shall be held pending the making of loans to customers
“Loan Agreement” the loan agreement on arm's length terms to be entered into between JCF and
the Company in respect of the sums raised pursuant to the issue of the Bonds
“Offer” the offer for subscription by the Company comprising up to £50,000,000 senior
secured 6.25% Bonds due 31 December 2021 with a minimum investment of
£100,000
“Qualified Investor” as such term is defined in the Financial Conduct Authority Handbook
“Redemption Date” 31 December 2021
“Secured Assets” the assets of the Company secured by the Security Deed from time to time
“Securities Act” the US Securities Act 1933, as amended
the security deed between the Company and the Bond Trustee dated 12 July
“Security Deed” 2018
“Trust Deed” the trust deed between the Company and the Bond Trustee dated 12 July 2018
constituting and setting out the terms of the 2021 Bonds
“2023 Bonds” the sterling denominated secured 6.75% bonds issued by JCF of £100,000 each
due 31 December 2023
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALPART 1: INFORMATION ON THE COMPANY AND JUST CASH FLOW PLC.
JCF 2021 Bonds Plc
(Registered and incorporated in England and Wales with company number 11394531)
The Bonds will be issued by the Company. The Bond Subscription Amount received by the Company
will be lent to JCF pursuant to the Loan Agreement in order for it to make the customer loans and
achieve the forecasted growth as set out in further detail in this IM.
An interest rate of 6.25% per annum shall apply to the JCF Loan, payable by JCF on the same terms
as the Bonds. The principal sum lent under the Loan Agreement shall be due for repayment in full on
31 December 2021 or such earlier date as may be required by the Company in the case of a default by
JCF under the Loan Agreement.
For details on the security to be granted by JCF in favour of the Company in respect of the monies
advanced under the Loan Agreement, please see Part 2.
JUST CASH FLOW PLC
(Registered and incorporated in England and Wales with company number 08508165)
Introduction
Just Cash Flow Plc was founded in order to enter the commercial lending market and help fill the gap
in funding that is experienced today by so many UK SMEs.
Just Cash Flow Plc's strategy is to lend to UK SME businesses that, for whatever reason, find it difficult
to raise revolving credit facility finance through more traditional means. The nature of the revolving
credit facility (“RCF”) means that due to the scarcity of funding it will generate a higher rate of return.
Just Cash Flow Plc achieves a return on capital of greater than 20% on its RCF including arrangement
and account maintenance fees. The Directors are of the opinion that if such returns continue to be
achieved, after incurring the overheads of the business including interest on institutional loans, sufficient
funds will be available to settle the interest due on the Bonds on a half yearly basis and run a successful
business. Facilities are granted for 12 months but are only utilised for on average, 80% of the facility,
and if this continues to be the case JCF will achieve its required return.
Just Cash Flow Plc provides revolving credit facilities to businesses that cannot obtain traditional bank
overdraft facilities. This may be in part due to the age of the company, its business model, the nature
of its business and unsympathetic high street banks. This facility gives the customer the flexibility to
draw down only the amount required and repay it at a non-fixed date, limiting borrowing costs to times
of peak cash restraint. This behaviour means Just Cash Flow Plc’s actual returns on interest are lower
than headline APR figures, in keeping with the requirements for a responsible lender.
Prior to lending, each customer must meet the criteria set out in a comprehensive underwriting process
which has been developed by JCF to highlight the likely success of each business and its directors.
This “propensity model” utilises many of the new technologies available, allowing Just Cash Flow Plc
to search all known record files, many currently unused by other lenders, all hard fact information, as
well as news articles, reports and social media referring both to the company and its directors. This
gives Just Cash Flow’s underwriters a ‘snap-shot’ of not only how the company and its directors have
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALperformed historically, but also of their personal and corporate relationship in the digital world, providing
greater insight as to how potential borrowers are likely to perform in the future.
One method of making funds available to successful business applicants is the issue of The Business
Plus Prepaid MasterCard Card from Just Cash Flow Plc. This is a card that provides approved
businesses with a credit line of up to £25,000 and repayment flexibility. At a stroke, this made Just Cash
Flow Plc the first European alternative lender to provide card access for use at point of sale - exactly
what SMEs need.
After listening to customer requirements, an additional product was launched, the BusinessBuilder,
which works exactly in the same way as a traditional bank loan allowing growing companies to smooth
out the peaks and troughs. Interest is charged on a monthly basis and with a commitment from 24
months to 60 months, it provides complete flexibility for the borrower including capital holidays, no long-
term commitment, early repayment without penalties, with the loan remaining available for the agreed
term and the ability to re-draw capital payments.
Notwithstanding the “propensity model”, Just Cash Flow Plc also seeks to protect its capital and has a
stated target of zero capital loss. Just Cash Flow’s terms of business are that funds are repayable upon
demand. To ensure risk is minimised, Just Cash Flow Plc has two monitoring processes:
Daily reports are run on both the borrower and the directors to identify changes in credit profiles. These
are used to measure the business. If there are any issues highlighted, then the facility can be called in.
The Underwriting Process
JCF considers its underwriting process to be FintechPLUS. JCF's proprietary propensity model is a
highly automated Fintech development which allows applications to be processed rapidly such that 80%
of applications are declined within 6 minutes. Further automated processes are applied before
applications are forwarded to highly experienced human underwriters, all of whom have vast experience
of SME lending through having held senior positions with the major banks. JCF considers this human
assessment to be vital in ensuring minimum defaults.
No facilities are granted without the approval of the senior underwriting team based in Glasgow and
countersigned by the risk/ legal team based in Swansea.
If the borrower is able to supply the necessary information (accounts, cash flows, security etc.), the
entire process can be completed within 48 hours but due to the necessity for the borrower to obtain the
required information the process more usually takes a week to 10 days.
General
JCF has secured £20m facilities from SQN Group which have been placed into special purpose vehicles
(“SPVs”) that are sister companies of Just Cash Flow Plc and a further £28m out of a possible £50m
has been raised from Escher Marwick plc against a designated portfolio of loan facilities. The proceeds
of these loans are used to fund additional facilities which JCF does not have sufficient resources to
accommodate. These institutional lenders have a priority charge over the assets of the SPVs or the
designated pool to the extent of their loans but have no charge over the other assets of Just Cash Flow
Plc.
To date, JCF has incurred less than 0.2% capital loss on its loans.
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALThe 2021 Bonds carry a fixed coupon of 6.25% per annum until 31 December 2021, at which time
the principal amount invested will be repaid to the 2021 Bondholders.
JCF previously had a retail debenture which matured in December 2015. In the last quarter of 2015,
80% of Just Cash Flow Plc debenture holders decided to reinvest their maturing funds into The JLG
Group Plc 8.25% or 8.75% Debentures and 20% of the investors received their funds back - as was
their entitlement.
The deployment of the £48m of institutional funds referred to above is sufficient for the Group to move
into monthly profit and the deployment of the proceeds of the Bond issue will further enhance JCF's
profitability.
With the anticipated move into monthly profit, the Directors are confident that there will be sufficient
future profit to ensure that all payments of both capital and interest will be made to investors.
Admission of Bonds to trading
The Company has made an application for the Bonds to be admitted to trading on GEM of the ISE.
GEM provides companies with relatively cost effective access to a public trading facility that has rules
that are less onerous than the Main Securities Market of Euronext Dublin. Companies with bonds
trading on GEM must appoint a listing agent to assist with the listing on GEM. The Company's listing
agent for its proposed application for the Bonds to trading on GEM is Alfred Henry Corporate Finance
Limited.
Reasons for application for Admission
The intention is for the Bonds, once listed on GEM, to constitute "quoted Eurobonds" i.e. securities
which are issued by a company (such as the Company), which are listed on a recognised stock
exchange (which would include GEM) and which carry a right to interest. For so long as the Bonds are
and continue to be quoted Eurobonds, interest on the Bonds can be paid by the Company or any paying
agent acting on behalf of the Company free of withholding or deduction for or on account of United
Kingdom income tax.
The Directors consider that the benefits of a successful Admission to GEM will include the increased
potential to raise further funds in the future in order to make additional customer loans.
The Directors also believe that a significant benefit of a successful Admission to GEM will be the ability
to raise JLG Group's and JCF's profile, while also broadening the Group's investor base.
Marketability of Bonds following Admission
It is emphasised that no application has yet been made for Admission of the Bonds to trading on GEM.
You should note that there is no guarantee that, if the Bonds are admitted to the GEM, the market in
the Bonds will be liquid.
Your attention is drawn to the Risk Factors set out in Part 5.
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALDissemination of Regulatory News
The Company, if the Bonds are admitted to trading on GEM, will arrange to disseminate regulatory
information to the market in accordance with the ISE Rules and applicable laws and regulation.
Regulatory information relating to the Company will be available to the general public through the ISE
website www.ise.ie/Market-Data-Announcements/Debt/.
Working Capital
The Directors are of the opinion that, having made due and careful enquiry, the working capital available
to the Company will be sufficient for its present requirements that is for at least the 12 month period
from the date of Admission.
CREST
The Articles permit the Company to issue shares or other securities in certificated or uncertificated form.
An application shall be made to have the Bonds admitted to CREST upon successful Admission to
GEM. CREST is a paperless settlement system enabling securities to be evidenced otherwise than by
certificate and transferred otherwise than by written instrument in accordance with the CREST
Regulations.
Directors of the Company
The Company and Just Cash Flow are members of JLG Group. JCF is one of the principal operating
companies in the Group, the others being Just Bridging Loans Plc and Just Finance Loans and
Investments Plc.
The Company’s board has a wide range of relevant experience and business-building skills. Brief
biographical details of the Directors are set out below.
John Davies — Chief Executive of JLG Group Plc and director of Just Cash Flow Plc
John’s passion is helping businesses thrive and grow by providing much needed funding where possible
and sharing his hard earned business lessons.
As the founder of JLG Group Plc, he is focused on helping to bridge the funding gap that has restricted
the growth of British industry.
The Group helps businesses to invest and grow through its three subsidiaries, Just Cash Flow Plc, Just
Finance Loans & Investments Plc and Just Bridging Loans Plc.
John draws on his 30 plus years of experience gained through founding and running a number of
companies to give guidance to existing and potential business owners.
He is frequently asked to chair or contribute at industry-wide events under the key theme of helping
businesses avoid potential pitfalls and the need to focus on key business fundamentals such as
planning, forecasting and managing cash flow.
He is a strong advocate for there to be a formal qualification for directors before they set up in business.
Recently he has shared his experience and expertise at a number of FinTech events to educate tech
entrepreneurs about the different forms of funding available to them and the need to bring their products
to the market.
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALRobert Boot — Company Secretary and Chief Finance Officer of JLG Group
Robert Boot is a Fellow of the Institute of Chartered Accountants in England and Wales.
Robert has held senior executive and non-executive positions in a number of industries, in particular
construction services, property development, IT and Corporate Finance. He has been responsible for,
or directly involved in, listing companies on AIM, GXG, CSE and NEX.
Robert has been responsible for investments in, mergers, acquisitions and sales of many SME
businesses in various parts of the world including the UK, continental Europe, the Middle East, the Far
East, Australia and the USA.
He has been a member of the Bank of England's Panel for South London since 1997 and a member of
its Decision Makers Panel since 2018.
Sarah Francis – Independent Non-executive Director of JCF 2021 Bonds Plc
Sarah has extensive knowledge and experience working with new and emerging FinTech payment
companies to encourage productive compliance procedures and policies, ensuring that marketing,
product development and compliance work together.
Sarah currently works as an advisor, mentor and trouble shooter for Acquirers, Wallets, Issuers,
Programme Managers and Alternative Banking Solutions on compliance, risk and fraud prevention
processes and solutions. With a history of designing systems around behavioural analytics she finds
herself forming strong bonds between product design, marketing, compliance and risk to maximise
commercial opportunity and minimise the risk of abuse from money laundering, fraud and terrorist
financing.
Sarah was Compliance Director and MLRO for specialist acquiring and issuing company PPRO
Financial Ltd between May 2013 and October 2015.
Details regarding JLG Group Plc
The ordinary shares of JCF 2021 Bonds Plc and Just Cash Flow Plc are owned by JLG Group Plc.
The JLG Group is made up of a holding company with a number of subsidiary companies, each with a
specific market to exploit. It was founded in order to enter the commercial loan market and help fill the
gap in funding that is experienced today by so many SMEs. A structure chart for the JLG Group is set
out on the following page.
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALCorporate Structure Chart
JLG Group PLC
Just Loans Group Just Cash Flow Just Capital Just Bridging Just Cash Flow PLC Just Bridging Just Finance Loans Just Cash Flow JCF 2021 Just Loans Group Just Loans Group
Operations Ltd (FK) LTD (Europe) LTD Loans PLC Loans (ABL)LTD & Investments PLC (Agency) LTD Bonds PLC EB Trustee LTD EB Trustee LTD
Just Cash Flow Just Cash Flow Just Cash Flow Just Bridging JBL (ABL) LTD
(FK 1) LTD (FK 2) LTD (FK 3) LTD Loans (SQN) LTD
Just (ABL 1) LTD
Just Cash Flow Just Cash Flow Just Cash Flow
(SQN) Ltd (SSIF) Ltd (SQN 2) Ltd
77.5%
City Oils Group PWE (Holdings)
LTD LTD
City Fuel Services City Fuel Services Pure World
LTD (Manchester) LTD Energy LTD
JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALThe JLG Group has identified a clear opportunity to service pan-European SMEs by providing a real
banking alternative to existing mainstream banks, which it is exploiting with the use of rapidly evolving
FinTech (Financial Services Technology) to provide businesses with a seamless, simple and
uncomplicated lending service they can access how and when they want.
Technology should be invisible to the end customer, while we derive the benefits of being able to make
more informed lending decisions, smarter use of information and extremely cost efficient customer
acquisition.
Technology is rapidly driving change in the banking sector and attracting new players. Traditional banks
are having to move at a slower pace due to challenges with their legacy systems. However, we believe
existing banks will continue to play a major role in servicing SMEs and smart newcomers will benefit
from adopting our open and collaborative approach.
The Directors of JLG Group Plc
The Board of the JLG Group Plc is made up of Sir Eric Peacock (Non-Executive Chairman), Lord
Timothy Razzall (Non-Executive Deputy Chairman) Suzanne Chishti (Non-Executive Director), John
Davies (Chief Executive Officer), Robert Boot (Finance Director) and John McLellan (Director).
John McLellan – Chief Executive and Director of Just Cash Flow Plc
John McLellan is Chief Operating Officer of Just Cash Flow Plc, and a specialist in business finance,
including credit, collections and risk sectors.
Before joining the Group, John ran his own consultancy, undertaking various projects across pan-
European financial services providers to optimise performance and reduce costs.
Prior to starting his own business, John held senior management positions with Aktiv Kapital (UK) Ltd,
Cabot Financial (Europe) Ltd and Royal Bank of Scotland.
John is a former director and council member of the Credit Services Association and is an Associate of
the Institute of Bankers in Scotland.
Sir Eric Peacock – non-executive director of JLG Group Plc
Sir Eric Peacock has wide experience of growing businesses and enterprise value. He is probably best
known for making the Babygro company a household name in the 1980s.
Sir Eric is currently Chairman of Buckley Jewellery Ltd, Sheraton Systems Ltd, Stevenage Packaging
Ltd, Whizz Education Ltd and Boxford Holdings Ltd.
He was formerly a non-executive Director of UKEF (formerly ECGD), UKTI and Stage Technologies
Ltd.
He has wide international experience having worked in USA, Canada, France, South Africa, Australia,
New Zealand, China and Ireland.
Additionally, he is also Chairman of a number of charities, The AB Trust, Uniqueness, The Zoological
Society of Hertfordshire, The Big Cat Sanctuary in Kent and The Peacock Foundation.
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALLord Timothy Razzall - non-executive director of JLG Group Plc
Lord Razzall qualified as a solicitor in 1969 becoming a partner of Frere Cholmeley Bischcoff in 1973,
and Chief Executive in 1990 before leaving in 1995 to set up corporate finance specialist firm, Argonaut
Associates, where he remains a partner.
In 1997 he was elevated to the peerage as Baron Razzall of Mortlake, and from 1998 to 2010 he held
the post of Liberal Democrat Spokesperson for Trade and Industry/Business, Enterprise and Regulatory
Reform.
Until recently he was the Liberal Democrat co-Chairman of the Parliamentary Committee for Business
Innovation and Skills and was the Liberal Democrat spokesman in the House of Lords for the Treasury.
Lord Razzall now speaks on manufacturing.
In addition to a long and successful political career, Lord Razzall has over 35 years' corporate finance
experience, and has developed a reputation for his expertise in multinational and cross border
transactions. Today he holds directorships in a number of SMEs in a wide range of industries including
in particular, financial services and mining.
Susanne Chishti – non-executive Director JLG Group Plc
Susanne Chishti has outstanding knowledge and influence in the global FinTech space.
She has been recognised in the European Digital Financial Services 'Power 50' 2015, - an independent
ranking of the most influential individuals in Europe's digital financial services sector. She has also been
named as one of the 100 leading women in FinTech and top 15 Twitter FinTech influencers.
Susanne is CEO at FINTECH Circle and the FINTECH Circle Institute, roles that benefit from her
entrepreneurial and mentoring skills, alongside her FinTech and banking experience. She is regularly
called upon to present at leading FinTech conferences and events around the world. Susanne is the
Co-Editor of the best selling book series, The FINTECH Book, the first crowd-sourced book on the
FinTech industry globally, The WealthTECH Book and The InsurTECH Book. Prior to this she held
senior positions with Deutsche Bank, Lloyds Banking Group, Morgan Stanley and Accenture.
ISO Certification
The JLG Group Plc has achieved ISO 9001:2015 and ISO 22301:2012 global certification - the
internationally recognised Business Quality Management System standard which underpins the next
stage of development.
Awards
Just Cash Flow Plc
SME Finance Provider of the Year 2018
Runner up at the Receivables Finance International Awards
The BusinessPlus Prepaid MasterCard Card from Just Cash Flow Plc
Highly Commended in the Business Product Innovation of the Year
Business Moneyfacts Awards 2016
Just Bridging Loans Plc
Nominated for Best Service from a Bridging Finance Provider
Business Moneyfacts Awards 2016
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALWinner of Client Choice Award for Best Commercial Property Lender
Corporate Live Wire 2016 Finance Award
Commended in the Business Product Innovation of the Year
Business Moneyfacts Awards 2015
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALPART 2: SECURITY
The Bonds enjoy a very high level of security as they are over-collateralised and the range of
the underlying loan facilities is extremely diverse.
Just Cash Flow's loan security granted by its customers
There is no geographical or industrial concentration of the loan facilities granted by JCF to its customers
(the “JCF Customer Loan Facilities”). The JCF Customer Loan Facilities are never for less than
£10,000 and rarely exceed £500,000, with the average facility being around £40,000. Each JCF
Customer Loan Facility is backed by a debenture over the assets of the borrowing company (in favour
of JCF) and guarantees from director / shareholders (in favour of JCF) with unencumbered assets of at
least 150% of the amount of the facility. Facilities in excess of £50,000 are secured by a charge on fixed
(bricks and mortar) assets. In general, facilities are drawn down at around 80% at any time. This means
that generally, a £50,000 facility will be drawn to £40,000 with an underlying security of at least £75,000
– close on 100% coverage. Experience has shown that on any reasonable size pool, the value of the
underlying assets guaranteeing the loan are 6 – 10 times the drawn balances.
The Company's loan security granted by JCF
The subscription monies for the Bonds lent to JCF by the Company pursuant to the Loan Agreement
will be placed in the Loan Account, a collateral bank account over which the Company will have a first
fixed charge pursuant to a Loan Security Deed entered into between JCF and the Company on 12 July
2018 (the "Loan Security Deed"). Funds from the Loan Account will be drawn only to fund JCF Customer
Loan Facilities. The JCF Customer Loan Facilities funded from the Bond proceeds will form the
Customer Loan Pool, a designated pool over which JCF will grant the Company a first charge pursuant
to the terms of the Loan Security Deed.
Under the Loan Agreement, JCF will be deemed to have requested to draw the Bond Subscription
Amount on the date on which the Bonds are issued. The Company will advance the Bond Subscription
Amount less 6% of the subscription monies received under the Bonds which it will retain in order to pay
associated fees and expenses.
Given the revolving nature of the loan facilities the total balances of the Customer Loan Pool together
with the balance on the Loan Account will be checked on a monthly basis to ensure that the total is at
least equal to the total of the proceeds of the Bond issue at that date. In the event that there is found to
be a shortfall, JCF will assign additional facilities to the Customer Loan Pool or place funds in the Loan
Account to rectify the position so that the total amount in the Loan Account and the balance of the
Customer Loan Pool together will equal at least the Bond Subscription Amount. The Company will
therefore have full security for its loan to JCF over loan facilities and cash.
As described above, the JCF Customer Loan Facilities in the pool will in turn have security significantly
in excess of the outstanding balances. JCF will replace any non-performing loan facilities and will be
responsible for any costs incurred in enforcing security for its loans. A non-performing loan is when
action is necessary and commenced for recovery. After 4 years of operation and over £50m lent out,
the total capital loss incurred by JCF is £97k, which is less than 0.2%.
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALBond Security granted by the Company
Proceeds of the Bond issue will be placed in a collateral bank account over which the Bondholders will
have a first charge (via the Bond Trustee). Funds from that account will be drawn pursuant to the Loan
Agreement only to fund the JCF Customer Loan Facilities.
Under the Security Deed entered into between the Company and Woodside Corporate Services Limited
(the "Bond Trustee") on 12 July 2018, the obligations of the Company in respect of the Bonds will be
secured in favour of the Bond Trustee (for the benefit of the Bondholders by a fixed charge over all of
the assets of the Company).
The Security Deed is governed by and enforceable under English law. The Security Deed contains
customary representations and warranties from the Company to the Bond Trustee, including, without
limitation, representations and warranties as to the ownership by the Company of its assets, that there
are no adverse claims against such assets, that the Company has complied with all relevant laws in
respect of those assets and that the security being granted under the Security Deed is enforceable. The
Company is obligated to meet any enforcement costs.
By JCF granting security to the Company pursuant to the Loan Security Deed to secure its loan from
the Company over the Customer Loan Pool and Loan Account, and by the Company granting security
to the Bond Trustee for the benefit of the Bondholders pursuant to the Security Deed, the rights of the
Bondholders will rank in priority to any unsecured creditors in respect of those assets in the event of a
default or an insolvency or insolvency related event of the Company or JCF. Further details regarding
events of default and the role of the Trustee in the event of a default are set out in Part 7 of this IM.
Additionally, by a guarantee agreement dated 12 July 2018, Just Cash Flow Plc has given a guarantee
to the Trustee of punctual performance by the Company of all its liabilities to the Trustee under the Trust
Deed and has undertaken to pay to the Trustee any amount due to it from but not paid by the Company.
Pursuant to such guarantee agreement, the Trustee is also indemnified by Just Cash Flow Plc in respect
of any costs or losses incurred if any of the Company's liabilities under the Trust Deed were to become
unenforceable.
The Company’s covenants to the Bondholders
The Company's covenants to the Trustee on behalf of the Bondholders are set out in detail in the Trust
Deed and the Security Deed and include the following covenants (capitalised terms shall have the
meaning attributed to them in the Trust Deed):
a) The Company shall on demand pay and discharge its liabilities to Bondholders in connection
with the Bonds when they become due.
b) The Company shall on request by the Trustee deposit with the Trustee all deeds and documents
of title relating to the Secured Assets.
c) The Company shall not at any time, except with the prior written consent of the Trustee:
i. create or permit to subsist any security interest over any of the security constituted by
the Security Deed ranking in priority to the security created by the Security Deed; or
ii. dispose of in any manner any part of, or any interest in, the Secured Assets (other than
in the ordinary course of business of the Company); or
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALiii. agree to do the things referred to at (i) or (ii) above.
d) The Company shall not do, or permit to be done, any act that might materially diminish the value
of any of the Secured Assets.
e) The Company shall notify the Trustee in writing upon the occurrence of any Event of Default
(as defined in the Trust Deed).
f) The Company shall not dispose of any amounts held in the collateral bank account except in
accordance with loans made to JCF in accordance with the terms of the Loan Agreement, or
otherwise following the prior written consent of the Trustee.
Bond Rating
Application will be made to ARC Ratings for the Bonds to be rated.
ARC Ratings is a registered credit rating agency with the European Securities and Markets Authority
(ESMA).The European rating regulation is based on Regulation (EC) No 1060/2009 of the European
Parliament and of the Council, of 16 September 2009, amended by Regulation (EU) No 513/2011 of
the European Parliament and of the Council, of 11 May 2011, and Regulation (EU) 462/2013 of the
European Parliament and of the Council, of 21 May 2013.
ARC Ratings has been accorded the same mapping as the “big 3” credit rating agencies and therefore
ARC Ratings’ ratings can be used for capital relief purposes under the standardised and ratings based
approach, as well as under Solvency II.
ARC Ratings have previously rated a bond based on JCF’s policies and procedures as A with stable
outlook and although it cannot be pre-judged, it would seem likely that the Bond which is the subject of
this IM will receive the same rating.
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALPART 3: GENERAL INFORMATION
1. Incorporation and general
The Company was incorporated in England and Wales on 4 June 2018 with registered number
11394531 as a public company with limited liability under the Companies Act 2006. The
Company’s registered office is at 1 Charterhouse Mews, London EC1M 6BB.
2. Share Capital, Bonds and Debentures
2.1 The following table shows the issued share capital and bonds of the Company (i) as at the date
hereof and (ii) following the issue of the Bonds, assuming full subscription:
Issued Number
Ordinary Shares of £1 each £50,000 50,000
6.25% 2021 (3) Year Senior Secured Bonds of
£100,000 per unit
(i) Current - -
(ii) Proposed £50,000,000 500
2.2 The Bonds are repayable on 31 December 2021 and are secured by a fixed charge over the
assets of the Company, and the assignment of security granted by JCF to the Company
pursuant to the terms of the Loan Agreement (which includes a designated pool of loan facilities
and a designated bank account of JCF).
2.3 The Bonds to be issued pursuant to the Offer are being issued at a price of £100,000 per unit;
this represents the nominal value of £100,000.
2.4 The Bonds carry a fixed rate of interest of 6.25% gross per annum payable half yearly to
registered holders on 31st December and 30th June.
2.5 The security will be held by Woodside Corporate Services Limited (a company authorised by
the FCA) as trustee.
2.6 The following table shows the issued share capital and bonds of JCF:
Issued Number
Ordinary Shares of 1 pence each £50,000 5,000,000
12% Convertible Preference Shares of £1 each £450,000 450,000
8.25% 2019 (3) Year Secured Debentures of £1
per unit (now closed)
(i) Current £1,789,390 1,789.390
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JCF 2021 BONDS PLC | INFORMATION MEMORANDUM | 6.25% 2021 SENIOR SECURED INVESTMENT BONDS | STRICTLY PRIVATE & CONFIDENTIALYou can also read
