Terms of Business

FIRST SENTINEL CORPORATE FINANCE LIMITED / FIRST SENTINEL INVESTMENTS LIMITED

INVESTOR ТERMS OF BUSINESS

FIRST SENTINEL CORPORATE FINANCE Ltd” is authorised and regulated by the Financial Conduct Authority (“FCA”) in the conduct of investment business in the United Kingdom (FCA NO: 760668).

1. Interpretation

These Terms of Business shall apply to all and any investment business (as that term is defined under the Markets in Financial Instruments Directive (“MiFID”)) within the scope of Clause 4 undertaken with you or on your behalf by FIRST SENTINEL CORPORATE FINANCE LIMITED or FIRST SENTINEL INVESTMENTS LIMITED (“FIRST SENTINEL”). Please read this carefully and ask us to explain any point not clear to you. These terms constitute a legal agreement between us.

These Terms of Business and all contracts undertaken in accordance with them shall be subject to the terms of any term sheet offered to you or other agreement entered into between us, and:

a) all UK laws and any successor legislation, including without limitation, the rules of the FCA, including the Handbook issued by the FCA or any other rules of a relevant regulatory authority;

b) rules, statements of principle and directives of applicable authorities (including self-regulating organisations) responsible for the regulation of investment business;

c) all statutory and other requirements relating to money laundering, including, without limitation, the Criminal Justice Act 1993 and the Money Laundering Regulations 2007 and any successor legislation;

d) all rules, regulations and by-laws of any relevant stock exchange or investment exchange; and

e) applicable accepted market practice and custom (together referred to as the “Applicable Regulations”).

In the event of any conflict between these Terms of Business and the Applicable Regulations then the latter shall prevail and nothing in these Terms and Conditions shall exclude or restrict any obligation which we have to you under any Applicable Regulations. We may take or omit to take any action we consider necessary to ensure compliance with any Applicable Regulations and such actions that we take or omit to take for the purposes of compliance with any Applicable Regulations shall not render us or any of our Directors, officers, employees or agents liable to you.

2. Regulatory Status

a) First Sentinel Investments Limited (registered in England, no. 10651253 / FCA Register 775202) is an Appointed Representative of First Sentinel Corporate Finance Limited.

b) First Sentinel Corporate Finance Limited (registered in England, no. 07832675 / FCA Register 760668) is a firm authorised and regulated by the Financial Conduct Authority (“FCA”).

3. Client Categorisation

a) In accordance with the FCA Rules we hereby notify you that we have categorised you as a Retail Client. If other firms regulated by the FCA would normally classify you as a Professional Client, we may wish to re­classify you as a Professional Client. We will notify you in writing (usually via email) if we wish to change your client classification.

b) If we categorise you as a Professional Client, you will not benefit from the same level of protection afforded by the FCA Rules to Retail Clients. For example, you may not have rights under the Financial Ombudsman Service. We will provide you with more information concerning this upon request.

c) You are responsible for keeping us informed about any change that could affect your client categorisation. You have the right to request a different client categorisation, however we may choose not to deal with you on such basis.

4. Services

FIRST SENTINEL may arrange, pass instructions and execute transactions on your behalf in the following investments and instruments:

a) securities, including shares, bonds, and other debt instruments, including government and public issues, warrants and certificates representing securities; and any derivatives thereof; and

b) such other investments as FIRST SENTINEL may from time to time agree in writing.

The services may involve contracts in investments, which are:

a) traded on exchanges which are not recognised investment exchanges or designated investment exchanges (as those terms are defined in the Rules); and/or

b) not traded on any stock or investment exchange; and/or

c) non-readily realisable investments (as defined in the Rules).

5. Investment Objectives and Risk Disclosure

It is your sole responsibility to ensure that transactions effected with or through FIRST SENTINEL are in accordance with your investment objectives and comply in all respects with any applicable legal or regulatory restrictions upon you entering into such transactions. FIRST SENTINEL will not owe you any fiduciary or similar obligations in relation to the merits of investing in such transactions.

6. Transactions not on Regulated Markets

FIRST SENTINEL may or arrange transactions in circumstances where the relevant transaction is not governed by the rules of an investment exchange or is executed on an exchange that has not been recognised or designated under the Rules or the Applicable Regulations. In this event, you may be required to enter into additional documentation in order to effect any such transactions through FIRST SENTINEL.

7. No Indirect Customers

In any dealing or other matter, where you are an agent or otherwise acting on behalf of, or for the benefit of another person, then, even if you disclose that fact, or the identity of that person to us, we shall treat you alone as our customer for all purposes relating to such matter.

8. Receiving Instructions

a) FIRST SENTINEL may act on any instruction which it reasonably believes to have been given on your behalf and shall be under no duty to confirm such instruction. FIRST SENTINEL may assume that any person purporting to give instructions on your behalf is properly authorised, without limitation to do so. FIRST SENTINEL will not provide any advice and all your orders and instructions will be made in reliance upon your own judgement.

b) In the event that FIRST SENTINEL provides advice to you, it shall not be required to ensure that such advice takes into account any research or other recommendations as may be published by FIRST SENTINEL or its affiliates (which in every case shall have the meaning given to “affiliated company” by the Rules) from time to time, nor of any information known to other areas within FIRST SENTINEL but not known to the FIRST SENTINEL office dealing directly with you. FIRST SENTINEL shall not be obliged to provide you with copies of any such publication either at the same time as it is provided to its affiliates or third parties or at all. FIRST SENTINEL and any affiliated company may, subject to the Rules, effect own account transactions in investments, which are or have been the subject of such advice and/or publications, or any related investments. No research shall constitute an offer by FIRST SENTINEL to buy or sell any investment. You should read and consider carefully any disclosures or disclaimers, which appear in published research.

c) FIRST SENTINEL shall not be liable for any loss, expense, cost or liability (including consequential loss) suffered or incurred by you as a result of instructions being given, or any other communications being made via the internet or other electronic media. You will be solely responsible for all orders, and for the accuracy of all information, sent via such electronic media using your name or personal identification number. FIRST SENTINEL shall not be held responsible for delays or inaccuracies in the transmission of any instruction or other information or the execution of orders due to any cause whatsoever beyond the reasonable control of FIRST SENTINEL.

d) You shall indemnify FIRST SENTINEL and keep FIRST SENTINEL indemnified against all losses which FIRST SENTINEL may suffer as a result of:

(i) any error in any instruction given by you; or

(ii) acting on any instruction which is, or which appears to FIRST SENTINEL acting reasonably, to be, from you.

e) If, after instructions are received, FIRST SENTINEL reasonably believes that it is not in your best interests to act upon such instructions, FIRST SENTINEL may defer acting upon those instructions until it is, in The FIRST SENTINEL reasonable opinion under the circumstances, practicable to do so or notify you that FIRST SENTINEL is refusing to act upon such instructions. FIRST SENTINEL shall not be liable for any losses resulting from such deferral or refusal.

f) FIRST SENTINEL may (but shall not in any circumstances be obliged to) require confirmation (in such form as FIRST SENTINEL may request) of any instruction:

(i) which is given orally;

(ii) if it appears to FIRST SENTINEL that such confirmation is necessary or desirable; or

(iii) if such instruction is to close an account or remit money due to you.

9. Your Execution-only account

By entering into these Terms of Business you agree to establish an execution-only account with our partner Reyker Securities plc (“Reyker”). All client money, trade execution, settlement and custodial aspects will be managed by Reyker as per their standard Terms of Business, Dealing Policy, Order Execution Policy and other applicable policies which can be found in the documents centre of their website www.reyker.com/document-centre. Applicable fees and charges will be as per clause 14 of these Terms of Business.

Reyker is registered in England, company number 1747595 and has its registered and principal place of business at 17 Moorgate London EC2R 6AR. Reyker is authorised and regulated by the FCA under firm reference number 115308. Further details can be found on Reyker’s website, www.reyker.com and on the FCA website.

10. Giving instructions on your behalf

By entering into these Terms of Business you authorise us as your agent to pass orders and instructions on your behalf to the execution-only account you have estbalished/will establish at Reyker.

11. Aggregation of Orders

FIRST SENTINEL may combine any of your orders with the orders of other clients, associated companies or persons connected with us. We will only do so when we reasonably believe that it is unlikely that the aggregation of orders and transactions will work overall to the disadvantage of any client whose order is to be aggregated (e.g. when the automatic entry of single orders results in an aggregated order being executed). Such aggregated trades will be allocated in accordance with the Rules. Although orders will only be aggregated where FIRST SENTINEL reasonably believes it to be in the overall best interests of its customers, aggregation may in some cases result in your obtaining a less favourable price than if your orders had been executed separately.

12. Your Money

FIRST SENTINEL does not handle client money or handle cash and we cannot accept a cheque made out to FIRST SENTINEL (unless it is a cheque in settlement of our charges).

13. Recording of Conversations

FIRST SENTINEL may record telephone conversations on FIRST SENTINEL telephone lines with or without use of an automatic tone-warning device. FIRST SENTINEL may use such recordings and transcripts for any purpose that it deems desirable including use as evidence by FIRST SENTINEL in any dispute between it and any other party. FIRST SENTINEL is not required to maintain copies of such records and transcripts.

14. Fees and Charges

FIRST SENTINEL’s charges for each transaction shall be as agreed or notified to you at its prevailing rates as may be amended from time to time. You will pay any value added tax and such other taxes, duties and fees as are applicable. Any charges due to us plus any applicable taxes, duties or fees shall be paid by you to us as stated in a contract note. A note of our charges is set out at Appendix 1.

15. Conflicts of Interest

By accepting these Terms of Business you agree that FIRST SENTINEL may transact business where they may be a conflict of interest without prior reference to you. FIRST SENTINEL or other persons connected with FIRST SENTINEL may have an interest, relationship or arrangement that is material in relation to any transaction effected under these Terms of Business. FIRST SENTINEL may provide advice and other services to third parties whose interests may be in conflict or competition with your interests. FIRST SENTINEL, other persons connected with FIRST SENTINEL and the employees of any of them may take positions opposite to you or may be in competition with you to acquire the same or a similar position. Notwithstanding the above, FIRST SENTINEL will not give unfair preference to itself or any other person over you and will not be responsible for any loss which may result from such competition.

16. Complaints

If you have any complaints against FIRST SENTINEL then please contact our complaints officer in the first instance. Subsequently, if the complaint has not been dealt with to your satisfaction, you may be able to refer your complaint to the Financial Ombudsman Service.

17. Indemnity and Limitation of Liability

a) You shall indemnify FIRST SENTINEL, its employees and agents and keep them indemnified in respect of any costs, claims, damages and expenses (present, future, contingent or otherwise and including reasonable legal fees) which arise as a result of or in connection with:

b) your breach of these Terms of Business or

c) FIRST SENTINEL entering into any transaction under these Terms of Business or otherwise performing its duties or acting on your instructions under these Terms of Business. This indemnity shall survive termination of these Terms of Business.

d) Neither FIRST SENTINEL nor any third party (whether or not associated with FIRST SENTINEL) shall be liable for any loss, expense, cost or liability (together “Loss”) suffered or incurred by you unless such Loss is suffered or incurred as a result of FIRST SENTINEL’s wilful default, gross negligence or fraud.

e) Nothing in these Terms of Business shall oblige FIRST SENTINEL to act in contravention of applicable laws, regulations, directions of authorities or regulators, market customs or practices. You accept that FIRST SENTINEL is entitled to act in accordance with those applicable laws, regulations, directions, customs and practices and shall not be liable to you for the consequences of so doing.

18. Information

You shall supply to FIRST SENTINEL such financial and other information as it may reasonably request and shall promptly notify FIRST SENTINEL of any change in any information so supplied. You irrevocably authorise FIRST SENTINEL to disclose to the FCA, any government or other regulatory body or authority in any part of the world and to any connected person or third party, any information relating to you, including your positions, which is in its possession and which it is obliged or required to disclose or the disclosure of which may be necessary for the performance of FIRST SENTINEL’s obligations under these Terms of Business, any additional agreement(s) or otherwise. FIRST SENTINEL may provide information about you to any of its affiliates or third parties for the purposes of processing transactions, payments or settlements, or to any of its affiliates for marketing purposes or in connection with the provisions of other services.

You confirm that the provision by FIRST SENTINEL to you of any services contemplated under these Terms of Business may necessitate the processing by us of personal data in relation to your employees, including for the avoidance of doubt, the transmission of such personal data abroad both within and outside the European Union, and you confirm that you have procured the consent of each of your employees to such processing by FIRST SENTINEL and will provide proof that such consent has been provided promptly if requested by us.

19. Customer Warranties and Representations

You warrant and represent (which shall be deemed to be repeated each time you provide instructions or information to FIRST SENTINEL), that:

a) you are not under any legal disability with respect to, and are not subject to any law or regulation which prevents your performance of, these Terms of Business or any contract contemplated by these Terms of Business;

b) you have obtained all necessary consents and have the authority to enter into these Terms of Business (and if applicable, the company is properly empowered and has obtained necessary corporate or other authority pursuant to its constitutional and organisational documents);

c) investments or other property supplied by you shall at all times be free from any charge, lien, pledge or encumbrance;

d) you are in compliance with all laws to which you are subject including, without limitation, all tax laws and regulations, exchange control requirements and registration requirements; and

e) the information provided by you to FIRST SENTINEL is complete, accurate and not misleading in any material respect.

20. Termination

Either party may terminate these Terms of Business at any time by giving thirty days’ written notice to the other. No penalty will be payable by either party on termination of these Terms of Business. Termination will not affect any accrued rights. On termination, FIRST SENTINEL shall complete all contracts that are already in progress and these Terms of Business shall continue to bind both parties in relation to such contracts and it may require you to pay any charges reasonably incurred as a result of termination.

21. Illegality

If at any time any provision of these Terms of Business is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of these Terms of Business under the law of that jurisdiction nor the legality, validity or enforceability of such provisions under the law of any other jurisdiction shall be in any way affected.

22. Force Majeure

Neither FIRST SENTINEL nor its affiliates shall be liable for any failure, delay or omission to perform any of its obligations or duties to you arising from any cause or causes beyond FIRST SENTINEL’s control, including without limitation, acts of God, acts or regulations of government or other authorities, restrictions on transfer or conversion, requisitions, involuntary transfers, war, fire, flood, explosions, civil commotion, strikes or other industrial disputes, power failure, failure of telecommunications lines, connection or equipment, any failure or defects in any hardware or software owned or supplied by third parties, or any failure of a broker, exchange or clearing house for any reason to perform its obligations.

23. Assignment

You may not transfer or assign any of your rights, or declare a trust of the benefit of your rights or delegate any of your obligations under these Terms of Business or any contract to any person.

24. General

a) Except as otherwise expressly provided herein, these Terms of Business do not create any right under Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not a party to it other than affiliates of FIRST SENTINEL or its directors, partners, officers, employees or agents.

b) Time shall be of the essence in relation to all matters arising hereunder or pursuant hereto.

c) Notwithstanding that, as between FIRST SENTINEL and its regulators, the Rules shall not be incorporated into these Terms of Business.

25. Amendment

FIRST SENTINEL may amend these Terms of Business at any time by giving written notice to you, such notice to be served by sending you revised Terms of Business or written notice of the amendments. Such amendments will become effective upon the date indicated in the notice. Such amendments shall have no impact upon any pre-existing rights or the obligations of the parties.

26. Notices

Any notice given under these Terms of Business may be personally served or sent by first class mail, airmail, telex or fax. A notice from FIRST SENTINEL may be sent to your last known address/fax number/telex number. All notices to FIRST SENTINEL should be sent to Compliance Department, FIRST SENTINEL, 30 Saint George Street London W1S 2FH.

27. Law and Jurisdiction

These Terms of Business are governed by and shall be construed in accordance with the laws of England and Wales. If the Customer is not a company incorporated in England and Wales, it hereby irrevocably submits to the non-exclusive jurisdiction of the English courts and agrees that any process, judgment or other document in relation to any action or proceeding arising out of these Terms of Business or any transaction between FIRST SENTINEL and the Customer shall sufficiently be served if delivered to any place of business which the Customer from time to time maintains in England and Wales. Any claim that such suit or proceeding brought in the courts of England and Wales has been brought in an inconvenient forum is waived. To the extent that Customer may be entitled in any jurisdiction to claim for itself or its property or assets immunity in respect of its obligations under these Terms of Business from service of process, jurisdiction, suit, judgment, execution, attachment (whether before judgment in aid of execution or otherwise) or legal process to the extent that in any such jurisdiction there may be attributed to the Customer or its property or assets such immunity (whether or not claimed), the Customer hereby waives such immunity to the fullest extent permitted by the laws of such jurisdiction.

The rights and remedies of FIRST SENTINEL and of the Customer under these Terms of Business are cumulative and do not (save as expressly provided in these Terms of Business) exclude any rights or remedies provided by law. No failure to exercise or delay in exercising the same shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further or other exercise thereof.

With the terms of business set out above, you agree to allow to First Sentinel to give instructions on our behalf with regard to your account held at Reyker.

 

APPENDIX 1: Commission and Charges

Advisory and Execution Only

Commission Scale on Equities

Minimum Commission

£25.00

1.0% on transaction values

£1 plus

First Sentinel retain 0.75% of the 1% dealing commission and Reyker receive 0.25%. In the event that the minimum commission applies, then Reyker receives £14 and First Sentinel receives the balance of £11.

Statutory Charges

Stamp Duty

Levied at 0.5% of the total consideration value on purchases of UK equities and convertibles. Stamp duty may also be applicable to transactions in certain overseas securities where local rates apply.

PTM levy

Panel on Takeovers and Mergers levy £1 on buys and sells over £10,000.

Placing, pre-placings and IPOs

Charges for Placing, pre-placings and IPOs are charged at a discretionary rate up to 5% subject to a minimum fee of £100 which will be split equally between FIRST SENTINEL and Reyker.  The discretionary % rate will be split between Reyker and FIRST SENTINEL according to the following schedule:

Discretionary % Rate

% due to Reyker

% due to First Sentinel

1%

0.50%

0.50%

2%

0.55%

1.45%

3%

0.60%

2.40%

4%

0.65%

3.35%

5%

0.70%

4.30%

Custody fees

Reyker charge a custody fee of 0.3% per annum on the value of cash and securities held in the account.  The custodian fees are paid monthly in arrears and calculated on the total value of assets held at the time and are paid by First Sentinel. 

All other fees will apply in accordance with Reyker’s General Terms of Business and Recommended Standard Tariff of Fees and Charges.

 

FIRST SENTINEL GROUP


FIRST SENTINEL PLC

First Sentinel PLC is an alternative investment company that provides growth capital for public and private company investments.
(NEX: FSEN)

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FIRST SENTINEL INVESTMENTS

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FIRST SENTINEL CORPORATE FINANCE

First Sentinel Corporate Finance Limited is a privately-owned company that offers corporate finance services to companies and investing services to both corporates and investors.

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FIRST SENTINEL LAW

First Sentinel Law is a law firm operating with a wider FCA regulated advisory business. We believe in a more comprehensive approach to advisory services.

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ABOUT FIRST SENTINEL

First Sentinel is a consortium of companies focused on alternative investments, specializing in equity and debt deals with appealing IRRs, as well as traditional Corporate Finance and Legal Services. This consortium enables us to support our clients end to end, whether it be the individual investor or corporate offering.

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CONTACT FIRST SENTINEL

Located in distinguished Mayfair London, First Sentinel is situated within a Family Office on 30 Saint George Street, London, W1S 2FH.

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