Your personal decision to invest
A decision to invest in a company is a personal decision by you and no responsibility for the consequences of that decision is accepted by The CAM Crowd (“CAM”, "us", "we") or by any of its partners, directors, agents, employees or other members. To invest through CAM’s crowdfunding platform on www.thecamcrowd.co.uk (the “platform”) you need to understand the important risks outlined below.
What can go wrong?
No one wants things to go wrong, but there can be numerous unforeseen events or factors, which can affect the companies into which you may choose to invest. We have detailed below some examples of what can go wrong and what may happen in this eventuality.
The following risks should be considered material for potential investors, however, the risks listed below do not necessarily comprise all those associated with an investment promoted by CAM and are not set out in order of priority:
How a problem may affect you;
Your interest payments may stop or be reduced should a problem occur
Your capital may not be repaid in full at the end of the term
There may be a period of time before your capital is partially or fully recovered
Should one of your investments fail
If a bond issuer cannot meet its obligations, then we or the Security Trustee may affect any security or debenture we or the bond holders have over the assets of the issuer.
If Cadogan Asset Management Limited goes out of business
If Cadogan Asset Management Limited trading as The CAM Crowd (the operator of the website thecamcrowd.co.uk) becomes insolvent, then an administrator may be appointed, however this would not affect your investments or cash. The administrator would seek to sell the assets of our business, the platform being one, and any buyer would either maintain the website or migrate your account to their own Regulated website. The platform which the company trades is contracted to its host company Share In Ltd. Share In Ltd have contingency to maintain the on-going running of the platform on behalf of investors until such time as it is sold.
Cadogan Asset Management Limited is required to hold sufficient capital adequacy that in the event of a foreseeable business failure we have sufficient reserves to maintain the business for a period of a least three months before appointing administrators. We believe this would provide sufficient time to sell the platform and for you to continue using the crowdfunding service.
We do not hold the investments on your behalf, nor do we hold your money. Our becoming insolent would therefore be a possible inconvenience to you, and unlikely to cause you any financial detriment.
Any security trustee exists to protect the interest of investors. They typically have a debenture (first charge) over the assets of the company that has issued the Bond. The Security Trustee has rights ahead of anyone else to recover funds on behalf of investors.
You are not covered by the Financial Services Compensation Scheme deposit protection scheme
The Financial Services Compensation Scheme (FSCS) deposit protection scheme does not apply to any of the investments on CAM’s website, shares or bonds. It does, however, apply to funds held in the client money account prior to investment or once the proceeds of that investment are returned to you.
The client money account is held by MangoPay S.A. (www.mangopay.com). CAM is authorised and regulated by the FCA and is responsible for arranging and promoting the investments on its website. Under the FSCS investment protection scheme there may be circumstances in which investors can claim up to £50,000 of compensation where CAM is unable or unlikely to honour legally enforceable obligations against it (e.g. claims for fraud or misrepresentation).
However, investors will not be able to claim under the FSCS simply because an investment fails to repay capital or pay interest. This is unlikely to significantly affect the risk of investing in the shares and bonds that CAM promotes.
Capital is at risk and returns not guaranteed
Shares and bonds are investments not deposits and investors’ capital is at risk. CAM will seek to minimise risks but you should be aware that returns are not guaranteed and you may not get back the amount invested.
Investment, whether in new or existing businesses, carries high risks as well as the possibility of high rewards. Accordingly each investor should consider very carefully whether such investments are suitable in the light of personal circumstances and commitments and the financial resources available to each Investor. We do not promise any return on investment nor that the value of any investment will be maintained. Engaging in any investment activity may expose you to a significant risk of losing all of your investment.
Early stage companies are high risk
Most of the investee companies which are listed on our site are new companies with limited if any track record. These companies will provide information such as their business plan and financial forecasts. Please be warned that these documents are not guarantees that the relevant company can achieve what it is hoping to do. Equally the information provided may state certain facts and statements, and again please be warned that we are not responsible for checking the accuracy of these facts and statements (which may not always prove to be true or complete).
If a company you invest in fails, neither the investee company, nor CAM, will pay back your investment.
You should be aware that no established market exists for the trading of shares and bonds in private companies (which the companies that are listed on the platform are), and such shares and bonds are not easily realisable. There could be difficulty in selling such investments at a reasonable price and, in some circumstances; it may be difficult to sell them at all.
The shares and bonds you invest in are not ready realisable which means that should you need cash quickly, it may not be possible to sell your shares or bonds quickly. You may need to wait till the term end to receive your capital.
Possibility of dilution
Those companies who pitch through on our site the offer of Ordinary Shares include pre-emption rights that protect an investor from dilution. Companies must give shareholders the opportunity to buy additional shares during a subsequent fundraising round so that they can maintain or preserve their shareholding. Dilution affects shareholders who do not buy any of the new shares being issued. As a result an existing shareholder's proportionate shareholding of the company is reduced, or ‘diluted’. This has an effect on a number of things, including voting, dividends and the value of shareholdings.
Diversify your portfolio
We highly recommend you maintain a balanced portfolio. Diversification (by spreading your money across different types of investments) should reduce your overall risk. You should only invest a proportion of your available investment funds via the platform due to the high risks involved.
We recommend that you take your own tax advice on any investments which you make via the platform.
We do not guarantee that Enterprise Investment Scheme ("EIS") tax relief, SEED EIS tax relief or any other type of tax relief shall apply in respect of any investments made by you as an investor in companies via the CAM Website.
Tax – specifically - Enterprise Investment Scheme reliefs
Because a company has obtained an advance clearance from HMRC to confirm that it is for example an EIS qualifying company, it must be noted that the company can subsequently lose this status if it does not spend the investment in a prescribed way or it changes its business or share structure in a way which is contrary to the relevant tax rules. Furthermore, if the investee company goes to a successful exit event within three years (which you may have no control over) then the benefits of EIS tax relief will not apply. If the investee company is required by a majority of its investors to enter into a shareholders’ agreement (using the form prescribed by us) then there are standard provisions to help ensure that any tax relief is maintained, but it should be noted that this cannot be guaranteed as a complete safeguard in itself.
We do not provide advice or make personal recommendations. If you are in any doubt about the action you should take or the contents of a particular Offer Document, you should seek advice from a financial adviser authorised under the Financial Services and Markets Act 2000.
Past performance is not a reliable indicator of future performance. You should not rely on any past performance as a guarantee of future investment performance.
Risks related to Financial Information
Companies offering an investment on the platform submit their information to us and make it available in offer documents to you. While those businesses are vetted and assessed for suitability there may be no independent assessment of operating history upon which to assess the prospects or ability to pay interest to bond holders. Where independent accounts are available, these are historical and may not represent the current status of a business.
Information submitted by those companies seeking investment, and the prospects and ability to pay interest must be considered in light of the risks, expenses and difficulties frequently encountered when any business is operating. Any lack of information on the operating history of the company will make it difficult for investors to assess the quality of the management and the ability to operate profitably and pay its interest as due. CAM cannot assure you that companies will be able to implement their business strategies, that any of the strategies will be achieved or that they will be able to operate profitably and pay regular interest on their bonds. Therefore you must ensure you have read the information submitted by the company and make your own assessment of the ability of the company to pay interest due on bonds.
We aim to mitigate the risk of the company not paying interest and capital due by trying where possible to ensure each bond is backed by security which, in the event of default, could be seized and used to pay the capital and interest due. However we cannot guarantee all bonds will be asset backed and you must make your own judgement as to the risks relative to your personal circumstances where no security is provided. We cannot do this for you.
Other General Risk Factors
- Changes to legislation or restrictions imposed by regulatory bodies could affect your interest payments or capital.
- Insufficient due diligence on companies may result in us not spotting a potential problem.
- If one of the company’s you invest in cannot meet its obligations the company may not be able to trade or attract enough customers.
- If the company takes on additional borrowing, or is too ambitious, and cannot meet its commitments.
- Changes to interest rates may affect companies trading and large rises in interest rates may affect the attractiveness of your bond should cash deposit interest rates exceed the rates you receive on your bond.
- Where estimations and assumptions have been made to us lots of factors could affect actual performance. Whist we believe that any predictions are reasonable and based on reasonable date, there is no guarantee that this information can be relied upon for future performance.
We would strongly suggest that you take independent financial advice before considering investing through any crowdfunding platform or any investment in general. An independent advisor will be able to assess your suitability to invest and give advice based on your individual circumstances. Cadogan Asset Management Limited, its management and employees are not authorised to give you advice and we act solely as an introduction platform bringing together companies seeking investment and individuals looking to invest, we take no risk nor position in any transactions unless we have declared as much within the terms of a particular offer.