Providence Bonds - 8.25% coupon 4 year GBP Bond Invitation Document

B o n d s p l c

Invitation Documentwww.providencebonds.com

Introducing Providence Bonds

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This document is important and requires your attention.Many people tend to skip the small print. Please don’t. All investment involves risk. We want you to be sure that you understand the particular risks involved here and make a decision that is right for you in light of your personal circumstances. If you are in any doubt about the action you should take or the contents of this document, you should contact your professional adviser authorised by the Financial Conduct Authority (“FCA”) to conduct investment business and who specialises in advising on investment in shares, bonds and other securities, including unlisted securities. This document (the “Invitation” or “Invitation Document”) constitutes an invitation to subscribe for secured bonds (“Providence Bonds”) issued by Providence Bonds plc (the “Company”) on the terms and conditions set out in this Invitation. Investors should not subscribe for any of the bonds referred to in this Invitation Document except on the basis of the information published in this Invitation and the instrument dated 3rd November 2014 constituting the Providence Bonds of the Company (the “Bond Instrument”) set out on page 24 onwards of this Invitation Document. Your attention is particularly drawn to the “Risk Factors” which are set out on pages 18 and 19 of this Invitation. Prospective investors should consider carefully whether an investment in Providence Bonds would be suitable for them in the light of their personal circumstances. Providence Bonds are a secured debt of the Company but are not freely transferable or negotiable on the capital markets and no application is to be made for the Providence Bonds to be admitted to listing or trading on any market. Providence Bonds may not therefore be a suitable investment for all recipients of this Invitation. Investment in unquoted securities of this nature, being an illiquid investment, is speculative, involving a degree of risk. Other than in exceptional circumstances, it will not be possible to sell or realise the Providence Bonds before they mature or to obtain reliable information about the risks to which they are exposed. Providence Bonds are a debt of the Company secured over all of its assets and undertaking under a debenture constituting fixed and floating charge security and guaranteed by the Company’s parent company, Providence Global Limited (‘Guarantor’). However, there can be no certainty or guarantee that any realisation of such assets through the enforcement of such security or that the enforcement of the Guarantee will be sufficient to enable the Company, or as the case may be the Guarantor, to repay the Providence Bonds or the Company’s liabilities thereunder. This Invitation, which is a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”), is issued by the Company, which accepts responsibility for the information contained herein. This document has been approved as a financial promotion for UK publication by Independent Portfolio Managers Limited (“IPM”) of 5th Floor, Becket House, 36 Old Jewry, London EC2R 8DD, UK, which is authorised by the Financial Conduct Authority to conduct investment business. IPM is registered on the Financial Conduct Authority’s Register with registered number 184115. This Invitation does not constitute an offer of transferable securities to the public and accordingly this Invitation does not constitute a prospectus to which the Prospectus Rules of the FCA apply.Therefore, this Invitation and the Instrument have not been approved by the FCA or any other regulatory body. You should ensure that you have read and understood all of this Invitation Document before applying for Providence Bonds. This Invitation is only directed at persons certified as high net worth investors, sophisticated investors or restricted investors or who are self-certified as sophisticated investors in accordance with FCA rules. If you are in any doubt as to the contents of this Invitation, or whether subscribing for Providence Bonds is a suitable investment for you, you should seek your own independent advice from an appropriately qualified adviser authorized under the FSMA and who specialises in advising on the acquisition of unlisted securities. This Invitation Document does not constitute an offer to sell, or the solicitation of an offer to buy, Providence Bonds in any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for distribution into the United States or Canada. Providence Bonds have not been and will not be registered under the applicable securities laws ofthe United States or Canada and may not be offered or sold within the United States or Canada or to any national, resident or citizen of the United States or Canada. The distribution of this Invitation Document in other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. Communications sent by you to the Receiving Agent shall be treated as delivered to it on the day of actual receipt by the Receiving Agent. All documents, payments or electronic information and communications sent by, to or from you or on your behalf will be sent entirely at your own risk.

Providence Bonds are not covered by the Financial Services Compensation Scheme.


Important Information

Definitions

A word from the Chairman

Providence Bonds plc

Meet the senior team

How Providence Bonds work

What is factoring?

How we can pay you 8.25%

How secure is my money?

Risk factors

A responsible business

How to invest in Providence Bonds

Terms and conditions

Bond Instrument

Contents

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Application An application to subscribe for Providence Bonds

Bondholder(s) The registered holder(s) of Providence Bonds

Bond Instrument The bond instrument dated 3rd November 2014 constituting the Providence Bonds

Capita Asset Services A trading name of Capita Registrars Limited

EBITDA Earnings before interest, tax, depreciation and amortisation

IPM Independent Portfolio Managers Limited

Providence Bond(s) The bond(s) issued by the Company created by the Bond Instrument

FCA Financial Conduct Authority (in the UK)

GBP or £ Pounds Sterling

Providence or Group Providence Global Limited and its subsidiaries and affiliates

Long Stop Date 1:00pm on 27th February 2015

Mini-Bond An unlisted and untradeable corporate loan

Receiving Agents Capita Asset Services

Registrars Capita Asset Services

Providence Bonds plc or Company Providence Bonds plc, the wholly-owned subsidiary of Providence Global Limited, which is issuing the Providence Bonds

Providence Global Providence Global Limited, the parent company of the Company

Security TrusteeA party responsible for the administration, recovery or enforcement of the security taken over the assets of the Company by way of a deben-ture

SME Small and Medium sized Enterprises

US$ United States Dollar

Definitions


A word from the ChairmanProviding 8.25% p.a. for investors and working capital for businesses

Antonio Buzaneli

Chairman, Providence Bonds PLC

Founder Providence Global Limited

Nothing beats experience as a teacher. Over many years in business – first in Brazil, where I grew up, and later in the US, where I live today – I have learned two valuable lessons:

• Businesses can only thrive with capital.

• They can only survive with trust.

These lessons have helped shape the purpose and philosophy of the Providence companies today.

Our purpose

The Providence Group is a global business with 21 offices in 12 countries across the developed and developing world. We are primarily focused on providing financial services and international trade finance.

Today, many businesses around the world – perfectly good businesses – cannot raise the capital they need to succeed. Meanwhile, individuals are struggling to get a decent return on their savings.

The wider economy is starting to recover, business activity is increasing

and there is renewed confidence among consumers and companies. But traditional banks are just not lending like they used to and probably will not do so for the foreseeable future.

This is where Providence’s expertise and track record in factoring finance can deliver a solution. We can help businesses to thrive and expand, while delivering significant returns to investors.

When a small or medium-sized company sells goods or services to another company it often has to wait 90 days or more for the invoice to be paid. This can challenge or impair a business’s plans to expand, reinvest and ultimately to create new jobs.

We effectively buy the money the company is owed at a discount and give them the cash up front, releasing funds for them to reinvest now, rather than making them wait for debtors and possibly missing vital opportunities for growth.

In a nutshell, this is factoring and it is one of the oldest and most common forms of finance in many parts of the world. It has been the backbone of


“ The Providence companies ... share the rewards of our business success fairly with investment partners and also give something back to the communities in which we operate.”

the Merchant Banking sector in the City of London for centuries.

The UK has the second largest factoring market in the world, yet only a fraction of the money finds its way to SMEs.

We would like to change that and are looking to raise the target amount of £25m from the Providence Bond launch in the UK.

We will use this money to give the owners of SMEs, in the UK and internationally, the chance to access capital.

We are essentially doing what the banks used to do – taking money from everyday savers, lending to promising businesses, which in turn create jobs paying wages to staff who can then afford to save. It is a virtuous circle that we can recreate with your participation.

Our philosophy

So much for our purpose. What about our philosophy?

There seems to be a view in financial services today that for one person

to make a gain, someone else has to make a loss; effectively saying people don’t matter.

I refuse to accept that. I spend my time working alongside businesses which are all about people and relationships. Successful and sustainable businesses value people – colleagues, clients and communities – and establish long-term, trusting relationships.

We want to build something that lasts for generations. So, the Providence companies all adhere to a strong code of conduct and ethics, delivering value to those with whom we interact, sharing the rewards of business success fairly with investment partners and also giving something back to the communities in which we operate.

Thank you very much, in advance, for your consideration of our offering – I believe that together we can create a win-win situation for everyone.


Providence Bonds plcProvides funding to local factoring businesses which are Providence Group companies.

Office Locations:

London

GuernseyJersey

MiamiDallasSeattleVancouver

Panama CityGrand Cayman

São PauloSertãozinhoBelo HorizonteRio BrancoPorto AlegreSantaremManaus

TaipeiHong KongShanghaiSuzhouSingapore

The Providence Group is a fast-growing global financial services business. Using their own money and with additional backing from friends and family, its founders, Antonio Buzaneli and Jose Ordonez, launched the firm in Miami in the USA in 2004.

The firm was first known as BPA Associates Investment & Trading Company, and became Providence in 2006. It now has 21 offices in 12 countries.

Our core specialism is providing the capital that firms around the world require to succeed. The failure of the banks to meet this need in the wake of the liquidity crisis has left a vacuum that the Providence group is helping to fill.

New headquarters in UK

Still privately owned, the business has recently moved its moved its global business development headquarters to London, to be at the heart of the world’s capital markets.

Global expertise in factoring

The Providence team has a huge amount of experience in factoring, which is a highly regulated industry across the world. Based primarily in

the US, Brazil and Asia, Providence is now launching a factoring business in the UK.

In all the jurisdictions in which it operates, Providence charges local market rates of interest – typically between 1.5% and 4.5% per month. It creates competitive advantage by the quality of the relationships it establishes with the businesses it supports. Providence has a successful track record of creating mutually profitable, long-term client relationships.

The focus of our factoring business is supporting SMEs – the engine of growth for most economies and the firms that most need and benefit from capital.

Strong risk controls

Providence has strong controls in place to alert the business to any repayment issues early on and where prudent will have in place exit strategies and insurance to minimise the impact of defaults. In the past four years the average initial default rate across the global business has been less than 2.5%.

For more information on Providence Group and its global operations please visit: www.provcos.com

Antonio BuzaneliProvidence Group GlobalChief Executive Officer

Antonio founded Providence in Miami in 2004. A lawyer by training, he has been involved in financing for more than 30 years and has built the Providence Group into a global business, with a particular strength in his native Brazil. Antonio has held executive positions in several international companies.

Paul EverittProvidence Group EuropeanChief Executive Officer

Paul has spent more than 20 years working in the financial services and funds industry. He originally qualified as a chartered accountant with BDO and has held senior positions with the likes of Barclays Wealth, Rutley Capital Partners and Raven Russia.

Adam TattersallProvidence Group EuropeanChief Operating Officer

Adam has been in the financial services industry for over 20 years, including a decade with BDO. He was Group Accountant at the Guernsey-based Heritage Group and later helped lead a management buy-out of its London-based subsidiaries, becoming CFO, overseeing major expansion into Bahrain, Dubai and Qatar.

James VinallDirector of Business Development and Investor Relations

Having originally trained as an engineer, James has almost three decades of experience in finance. For 13 years he worked as a derivatives specialist for UBS and JPMorgan in Asia. In the UK he has worked for HSBC and UBS Wealth Management and is experienced in providing private equity for start-up businesses.


Meet the senior team


How Providence Bonds workProvidence Bonds offer more security than most mini bonds

What returns can you look forward to?

Investment amount Total interest paid each quarter

Total return in a year Total paid (including return of initial investment) at end of four years

£ 1,000 £ 20.62 £ 82.50 £ 1,330.00

£ 2,000 £ 41.25 £ 165.00 £ 2,660.00

£ 5,000 £ 103.12 £ 412.50 £ 6,650.00

£ 10,000 £ 206.25 £ 825.00 £ 13,300.00

£ 20,000 £ 412.50 £ 1,650.00 £ 26,600.00

“Providence Bondholders stand ahead of other creditors and have primary access to the Company’s assets”

The Providence Bond is a mini-bond, which is a type of loan to a company.

The company agrees to pay you a fixed rate of interest over a defined period of time (typically three to five years).

At the end of the period your money is repaid. This means your money is tied up until the maturity date and you cannot access it before then.

With any bond, there is a risk of not getting all your money back, so when buying mini-bonds investors focus on the credit worthiness of the issuing company.

If a company defaults on a bond obligation, investors usually stand at the end of the queue with other unsecured debt holders.

Why Providence Bonds are different

Providence Bonds are secured over all of the assets and undertakings of the Company, present and future. This is done through a debenture with a fixed and floating charge security.

It means holders of Providence Bonds will stand ahead of other creditors and have primary access to the Company’s assets.


The difference between corporate bond funds and mini-bonds

Many investors will have experience of corporate bond funds. Corporate bonds are also loans to companies but they can be bought and sold. This has its advantages and disadvantages.

The big advantage is that you can readily access your money as you can sell your holdings at any time. If you invest in a professionally managed corporate bond fund your money is spread over lots of companies, which reduces risk – though you will pay management fees.

The big disadvantage of corporate bonds is that if the market turns negative on them their current value can drop sharply. There is no way of knowing how much your money will be worth in 12 months or four years’ time.

With a mini-bond you know exactly how much you will get and when.

How the security works: Initially, security is taken over the cash raised from the

bond issue.

The cash raised is lent to a factoring company and security taken over the assets of the factoring company.

The factoring company purchases receivables at a discount from a diverse number of carefully selected businesses. The businesses selling the receivables additionally provide security to the factoring company.

Once the receivables are collected from the customers of the underlying businesses, the cash is available to be used to purchase further receivables.


What is factoring?A profitable form of secured business financing with a long history

“ Factoring offers a much needed alternative source of working capital for businesses.”

Put simply, factoring is the practice of buying at a discount money that is owed to a company.

When an SME sells goods or services to another company, often a much larger one, it generally has to wait – perhaps 90 days or more – for its invoice to be paid. For some companies, particularly fast growing companies, that waiting time is too long; they need access to the cash more immediately to pay bills, to hire new staff or buy equipment.

With banks having severely restricted the flow of credit to SMEs, factoring offers a much-needed alternative source of working capital. The company sells the invoice or post-dated cheque at a discount to a factoring company, like Providence.

We will carry out due diligence to assess the credit-worthiness of the company which owes the money. If we are happy that the debtor is credit-worthy we will buy the debt, or a portion of it, for a sum that is below its face value. We will ask for security to reduce our risk of default, for instance against assets like property or valuable machinery.

We work in partnership with our

clients and always seek to resolve or restructure delayed payments when difficulties arise

It means the company that originally carried out the work gets the money it needs now – from us. We then receive the full value of the invoice or cheque when it is paid some time later.

A long history

Factoring is not a new concept. It has been around for over 4,000 years. Its origins can be traced back to 2000 BC in Mesopotamia (modern Iraq) when merchants hired agents to buy goods abroad and gave them promissory notes (IOUs) that could be sold at a discount and redeemed by a guild of merchant bankers called Tamkarum. In 14th century London, wool and cloth trading thrived on factoring and in more modern times the practice played an important role in the early 20th century US, when there were so many banks that most were too small to make significant loans to growing companies.

Factoring today

Factoring is a huge global business today. In many countries it is the way businesses prefer to borrow. In


Brazil, for instance, where credit card interest rates can run to around 300% AER, factoring offers a competitive route to capital.

From a financer’s perspective factoring is low risk. You are not lending to a business hoping it will grow sufficiently to repay the debt. You are financing revenue that is already assured – the invoice has been issued and accepted. If the business wants to use your capital to finance growth it can, but it takes the risk. Not you.

In an environment where the banks are refusing to lend, the factoring market has huge potential. We believe the UK is a ripe market for this form of financing. Smaller businesses are the backbone of the UK economy and provide approximately 6 out of 10 of its private sector jobs. The Federation of Small Businesses says only 3% of SMEs currently use factoring.

Providence has demonstrated its ability to deliver factoring successfully to SMEs in other countries. Now with the launch of Providence Bonds plc we can make it more readily available in the UK.

Generating returns for you

8.25%

1.

2.

3.

4.

You make your investment – from £1,000 upwards

We pledge to pay you 8.25% gross a year, paid in quarterly instalments

The factoring company buys invoices from carefully chosen SMEs at a discount, providing them with immediate cash. The invoices are eventually paid in full, creating a profit.

At the end of the four years we repay your initial investment in full


“ There is global demand for factoring; we have been doing it a long time and are good at it.”

How we can pay you 8.25%The benefits of short-term financing and Providence’s global reach

An interest rate of 8.25% is clearly very good by today’s standards. How is it possible? And is it sustainable?

The interest rates for short-term financing carry a premium – how much of a premium depends on the level of perceived risk. As an illustration, an interest rate of around 1.5% a month in the UK is not untypical and is not punitive for a firm that needs the cash and thinks it can generate much more profit from making its money work faster.

If the factoring business, once an invoice is repaid, sets the money to work again immediately – and we are good at ensuring that is the case – then 1.5% a month can compound to over 20% p.a. Think of it as a multiplier effect.

There is an additional opportunity made possible by our global reach. The table on the right illustrates central bank base rates around the world. It shows the opportunity for what investment professionals call arbitrage.

This is where you can exploit the difference between things like interest rates in different countries. Remember, this is the base rate. The difference between what lenders receive and borrowers pay may be higher.

In Brazil, for example, through a combination of arbitrage and the multiplier effect, the annual interest rate for short-term borrowers could be over 40% p.a.

We have the infrastructure in place to do this across the world. That means even if things change in Brazil

(where we have a particularly strong presence), we are confident we can find opportunities elsewhere. That gives us international diversification and reduces risk.

Of course, even with all these advantages we have to be efficient ourselves, watching our administration costs as carefully as the businesses we work with. We have to keep defaults to a minimum by factoring wisely – and we do.

We also have to be confident that there is a market for this form of financing. The continued reluctance of many banks to lend to small businesses means we have no doubt on that score. Recent commentary suggests the UK economy is recovering and business owners here need capital to invest for growth. The picture is the same internationally.

In short, we know there is a demand for this business, we’ve been doing it a long time and we are good at it. We have proven that we can make attractive returns from factoring and this underpins our ability to pay 8.25% on Providence Bonds.


There are 4.9 million private sector businesses in the UK

99.9% of private sector businesses are SMEs.

They employ 14.4m people providing nearly 6 out of 10 UK private sector jobs.

Their combined annual turnover is £1,600 billion.

Source: The Department for Business Innovation & Skills

Region Central Bank Base Interest Rate

United States 0.25 %

Australia 2.50 %

Brazil 11.25 %

UK 0.50 %

Canada 1.00 %

China 6.00 %

Eurozone 0.25 %

Japan 0.10 %

Russia 8.00 %

South Africa 5.75 %

Source: global-rates.com


How secure is my money?We aim to protect the interests of our bondholders

“ The Providence Bonds benefit from a level of security not normally associated with this type of mini bond.”

Safeguards

We have designed Providence Bonds to address many of the risks associated with mini-bonds, but it is important to understand all investment involves risk. Below we outline the safeguards:

Making your money work While we establish a foothold in the factoring market in the UK, your money will be put to work immediately in existing markets in Brazil, the US and Asia, generating the revenue to pay your interest.

Ring-fenced and secured Providence Bonds plc is a wholly-owned UK subsidiary of Providence Global Limited and Bondholders have two levels of security;

1. there is a full parent guarantee of all liabilities to the Bondholders

2. there is a debenture over all the assets of the Company, in favour of the Security Trustee.

Security Trustee To further safeguard the interests of bondholders, Independent Portfolio Managers Ltd (IPM), an investment management business authorised and regulated by the FCA, has been appointed to act as Security Trustee.

IPM is independent of Providence Bonds plc. It has the ability, if required, to take control of the assets on behalf of Bondholders if Providence Bonds plc defaults.

Reducing business risk Factoring is itself a lower-risk means of financing to businesses as it is based on actual existing sales, not a hope, aspiration or projection of revenue in the future. Clients undergo rigorous due diligence and we demand security against the debt. In calculating discount rates, how much security and what portion of the invoice will be factored, Providence takes into account the size and credit worthiness of the institution that is paying the invoice or delivering the post-dated cheque. Bad debts can also ultimately be sold to specialist collection agencies.


In addition to the other relevant information set out in this Invitation, the following specific risk factors should be considered carefully in evaluating whether to make an investment in Providence Bonds. If you are in any doubt about the contents of this Invitation Document or the action you should take, you are strongly recommended to consult a professional adviser who specialises in advising on investment in unlisted debt, shares and other securities.

The directors of the Company (the “Directors”) believe the following risks to be significant for potential investors. The risks listed, however, do not necessarily comprise all those associated with an investment in Providence Bonds and are not intended to be presented in any assumed order or priority. In particular, the Company’s performance may be affected by changes in legal, regulatory and tax requirements as well as the overall global financial conditions.

Illiquid and non-transferable Investment in unquoted securities such as these (i.e. investments not listed or traded on any stock market or exchange) are illiquid. In other words, you cannot trade them, so your money is effectively locked in till the maturity date in four years’ time.

Only in the event of bankruptcy or death can you transfer the bond to someone else. This important exception is what allows the bond to be accepted within a self-invested personal pension (SIPP) or small self-administered scheme (SSAS).

Normally mini-bonds are not allowable within a pension wrapper because the wrapper provider needs to be able to turn all the assets held into cash on a holder’s death. This does not mean that all SIPP and SSAS providers will accept the Providence Bond, but it is worth enquiring of your provider if you would like to hold it within your own SIPP or SSAS.

No repayment guarantee There is no guarantee that you will get all your money back, or all outstanding interest, if the Company or the Guarantor becomes insolvent. Providence Bonds are not protected against loss by the Financial Services Compensation Scheme.

Government action The impact of actions, inactions or retrospective legislation in jurisdictions in which Providence operates may adversely affect its activities.

Macro-economic risks Changes in the general economic outlook both in the UK and globally

Providence Bonds may not be suitable for everyone.

We have tried to reduce the business risk, but even with these safeguards in place, risk still exists.

Risk factorsWhat are the risks I should consider?


may impact the performance of the Company and its projects. Such changes may include (but are not limited to):

• Contractions in the UK economy or increases in inflation resulting from domestic or international conditions (including movements in domestic interest rates and reduced economic activity);

• Increases in Company expenses (like cost of goods and services);

• New or increased government taxes, duties or changes in taxation laws;

• Fluctuations in equity markets in the UK and internationally. A prolonged and significant downturn in general economic conditions may have a material adverse impact on the Group’s trading and financial performance.

Reliance on key personnel The Company may be dependent on the skills of senior people with particular expertise or contacts. Deprival of their services – whether it is through them changing job, or through illness or death – could impact the business.

Foreign exchange risk The Company may trade in several countries and though it will try to manage exchange rate exposure there is always a risk that it may not be able to hedge or otherwise mitigate all such exposure.

Third party risk The operations of the Company involves exposure to a number of third parties, including the ultimate clients of the businesses that sell receivables as well as the businesses themselves. There is also reliance on the factoring companies funded by the Company. Financial failure, default or contractual non-compliance on the part of such third parties may have a material impact on the Company’s development and general performance. It is not possible for the Company to accurately predict or protect itself against all such risks.

Summary The above factors are not exhaustive and they do not purport to be a complete explanation of all the risks and significant considerations involved in investing in Providence Bonds. Accordingly, and as noted above, additional risks and uncertainties not presently known to the Directors or that the Directors currently deem immaterial, may also have an adverse effect on the Group’s business and prospects.

Providence Bonds may not be a suitable investment for all who review this Invitation Document or the Bond Instrument. Investors should take their own tax advice as to the consequences of owning Providence Bonds as well as receiving interest payments from them.

Other than the obligations and other covenants on the part of the Company to pay interest on the Providence Bonds, repay the principal sum of the Providence Bonds when due and to perform the other obligations contained in the Bond Instrument, the express warranties and undertakings given by the Company and the Guarantor in the Bond Instrument and the obligation of the Guarantor to perform the liabilities of the Company in the event that the Company defaults, no representation or warranty, express or implied herein, is given to Bondholders by either the Company or the Guarantor or the Directors and officers of the Company or of the Guarantor. In particular but without limitation, no representation or warranty is given by any such person as to (i) the tax consequences; (ii) the regulatory consequences; and (iii) the business and investment risks associated with acquiring, owning or redeeming Providence Bonds.

The Guarantor is a company domiciled in Guernsey.

Investors are advised to take their own tax advice.

Providence Bonds are not protected against loss by the Financial Services Compensation Scheme


“Providence is different to many financial firms. Yes, it wants to make money, but not at any cost. It wants to do something useful for society – providing useful services, sharing rewards with investors and contributing to the communities in which it operates.“

A responsible businessSupporting local communities in the countries in which we operate

Providence Group is establishing a Foundation to more effectively distribute its charitable funds.

As part of this initiative, Providence Investment Management International Limited will make a contribution to the Foundation on behalf of Providence Bonds plc. It will over the life of the Providence Bonds donate the equivalent of 1.75% of the money raised.

The charities we have chosen are:

• Soldiering on Through Life Trust

• Macmillan Cancer Support

Ossie Ardiles Global Ambassador


How to invest in Providence Bonds

If, after carefully reading this Invitation, you wish to invest, please visit: www.providencebonds.com

• Confirm you have read, understood and agree to the terms and conditions of this Invitation and the Providence Bond;

• Complete the application form;

• Pay online, if your application is for £10,000 or under; or

• If your application is for over £10,000, or you prefer to pay by cheque, please print, complete and sign your application form by hand in black ink and in block capitals (there is no maximum value for postal applications).

Submitting payment

Please then submit your completed application form and payment online or return it by post to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU together with the full amount payable in respect of your application (minimum application of £1,000 and multiples of £1,000 thereafter) by cheque made payable to “Capita Registrars Limited re Providence Bonds” and crossed “Account Payee only” which should be sent to be received by no later than the Long Stop Date (1:00pm on 27th February 2015).

When you make your application you will see that you are required to identify what kind of investor you are. The need to identify yourself is a requirement of the FCA. While it does extend the application process a little, it is meant to help ensure you understand the risks associated with this investment and do not take on more risk than you can knowingly tolerate.

Remember, if you have any doubts, consult a qualified financial adviser.


Terms and conditions

These terms and conditions apply to your subscription for Providence Bonds and by making an application for Providence Bonds (“Application”) you agree to be bound by them.

1. Form of Applications

1.1. For Online Applications You must complete online the Application Form and at the same time submit the online payment. Online Applications made by debit card for amounts up to and including £10,000, or by direct bank transfer for any amount.

1.2. For Postal Applications You must download, print, complete and sign the Application Form and it must be accompanied by a personal cheque drawn on a bank account of a branch of a bank or building society in the UK, made payable to “Capita Registrars Limited re Providence Bonds” and crossed “Account Payee only”. There is no limit on the amount of postal Applications. Postal Applications must be sent to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.

2. Acceptance of Applications

2.1. For Online Applications.

You must have completed the Application Form and submitted online payment before 1:00pm on 27th February 2015

2.2. Postal Applications.

The duly completed and signed Application Form and cheque must be received by Capita Asset Services no later than the Long

Stop Date.

2.3. Receipt by Capita Asset Services of your online or postal Application Form together with either your online payment or your cheque will automatically result in your Application being irrevocable and you will not be capable of terminating it or rescinding it.

2.4. All Applications are made based strictly on (i) the Terms and Conditions contained in this Invitation Document and (ii) the Bond Instrument.

3. Amount of Applications

3.1. The Company will only accept Applications in whole or in part in multiples of £1,000 (£1,000 minimum) being the nominal amount of Providence Bonds.

4. Acknowledgments and Confirmations

You acknowledge and confirm in making an Application for Providence Bonds that:

4.1. you are not relying on any information given or any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by the Company in relation to the Company or any Providence Group entity other than as contained in this Invitation Document and the Bond Instrument and that, accordingly, none of the Company or any Group entity of Providence, its directors, officers, agents, employees or advisers or any

person acting on behalf of any of them shall have any responsibility for any such information, representations, warranties, agreements or undertakings (express or implied);

4.2. you are not relying on the Company, Independent Portfolio Managers Limited or Capita Asset Services to advise whether or not Providence Bonds are a suitable investment for you;

4.3. you are either (i) an individual who is 18 years old or more at the date of making your Application and who is resident in the UK, or (ii) a company resident in the UK for corporation tax purposes and who is not prevented by the laws of its governing jurisdiction or place of incorporation from applying for or holding Providence Bonds;

4.4. you are entitled to make your Application and to be issued with Providence Bonds in respect thereof under the laws of and rules of any governmental bodies located in any jurisdictions which apply to you;

4.5. you are aware that it is up to you to seek independent advice from someone who specialises in advising on investments;

4.6. you are not entitled to be paid any commission in relation to your Application;

4.7. any monies returnable to you may be retained by the Company pending clearance of your cheque and such monies will not bear interest;


4.8. you acknowledge that the Company may, in its absolute discretion, reject in whole or in part or scale down your Application;

4.9. all certificates, documents, monies and cheques sent to you by or on behalf of the Company or any documents, monies and cheques you send to the Company are sent at your risk;

4.10. you and any funds under your management are not engaged in money laundering;

4.11. you are making your Application on your own behalf and for no other person;

4.12. the Company, their representative members, directors, employees, agents and advisers will rely upon the truth and accuracy or the confirmations, acknowledgements and representations contained in this Invitation and the Application Form;

4.13. if applicable, the cheque provided by you in respect of your Providence Bonds subscription will be honoured on first presentation;

4.14. the Company accepts no liability for any inaccuracies in your Application or for any late or failed delivery of your Application Form; and

4.15. you agree to be notified by email (at the email address provided) of the availability of an electronic certificate of deduction of tax relating to your interest for each payment.

5. Money Laundering

5.1. It is also a term of your Application that, to ensure compliance with the Money Laundering Regulations 2007 (as amended), the Company or Capita Asset Services may, in their absolute discretion, require verification of your identity to the extent that you have not already provided the same.

5.2. Pending the provision of evidence of identity, Providence Bonds applied for by you may not be issued at the absolute discretion of the Company or Capita Asset Services.

5.3. If within a reasonable time after a

request for verification of identity, satisfactory evidence has not been supplied, the Company may, at its absolute discretion, terminate your Application in which event your subscription will be returned to you without interest and at your risk.

6. Issuance of Providence Bonds

6.1. In the event that your Application is successful, we will send you a bond certificate (“Providence Bonds Certificate”) in respect of the secured Providence Bonds that have been issued to you.

6.2. If your Application is not successful or the offer is not closed, your cheque or online payment will be returned to you within 10 working days of the Long Stop Date without interest and at your risk.

6.3. Once the agreed funding amount has been achieved or the Long Stop Date reached, no further Applications will be accepted.

6.4. If your Application is successful in respect of only some of the Providence Bonds you applied for, a cheque or online payment for the balance of the amount of your Application (without interest) will be sent to you with the secured Providence Bonds Certificate, at your risk.

7. Jurisdiction

7.1. The making of Applications, acceptances of Applications and contracts resulting therefrom under this Invitation Document shall be governed by and construed in accordance with English law.

7.2. The parties submit to the exclusive jurisdiction of the English courts.


Bond Instrument

This Bond Instrument, which is a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000, is being issued by Providence Bonds plc, which accepts responsibility for the information contained herein. This Bond Instrument has been approved as a financial promotion for UK publication by Independent Portfolio Managers Limited of 5th Floor, Becket House, 36 Old Jewry, London EC2R 8DD, UK. IPM is authorized and regulated by the Financial Conduct Authority.

Bond Instrument

This deed is made on the 3rd day of November 2014 BETWEEN:

(1) PROVIDENCE BONDS PLC registered in England and Wales with registration number 9218764 whose registered office is at Level 18, 110 Bishopsgate, London, EC2N 4AY (the Company); and

(2) PROVIDENCE GLOBAL LIMITED registered in Guernsey with registration number 54425 whose registered office is at Mill Court, La Charroterie, St Peter Port, Guernsey GY1 3QZ (the Guarantor).

1. Definitions and Interpretation

1.1. The following words have these meanings in this Instrument unless a contrary intention appears; Aggregate Nominal Amount in respect of the Providence Bonds in issue at any time, the aggregate principal amount of Providence Bonds outstanding at that time and/or all accrued and unpaid interest thereon Bondholder or Bondholders the person(s) from time to time entered in the Register as the holders of the Providence Bonds Bond Instrument this bond instrument constituting Providence Bonds Business Day a day other than a Saturday or a Sunday on which clearing banks are open for business in London

Certificate a certificate evidencing title to the Bonds Commencement Date Being the date on which the Bonds are first issued Default Event has the meaning given to that term in clause 6.1 of this Instrument Directors the board of directors of the Company from time to time Group a company which is from time to time a parent undertaking or a subsidiary undertaking of the Company or a subsidiary undertaking of any such parent undertaking, and the terms “parent undertaking” and “subsidiary undertaking” shall have the meanings as set out in the Companies Act 2006 First Interest Payment Date 31st March 2015 Interest Payment Date The date being (i) the First Interest Payment Date and (ii) thereafter the 31st day of every third month provided that it is a Business Day, (but if it is not a Business Day, then the next Business Day) up to and including the date on which the Bonds are finally redeemed Interest Period The first interest period shall be the period from the Commencement Date and ending on but excluding 31st March 2015. Each subsequent interest period shall be the period of three months commencing on and including the last day of the previous interest period and ending on and excluding the date which is three


months plus one day thereafter (which in the case of the second interest period will be 30th June 2015 Interest Rate 8.25% p.a. (eight and a quarter per cent per annum) Providence Bonds or Bonds the non-convertible and non-transferable bonds of the Company constituted by and issued pursuant to this Bond Instrument Recognised Investment Exchange has the meaning ascribed to that term in section 285 of the Financial Services and Markets Act 2000 Register the register of Bondholders maintained by the Company as provided for in clause 12 Registered Office the registered office of the Company from time to time Repayment Date subject to pre-payment by the Company in accordance with the terms of this Bond Instrument, the date that is the fourth anniversary of the Commencement Date (but if it is not a Business Day, then the next Business Day) Security the security created by the Security Document Security Document a debenture being a fixed and floating charge over the assets of the Company granted to the Security Trustee Security Trustee Independent Portfolio Managers Limited or such other person as is appointed as trustee under the Security Trust Deed Security Trust Deed the deed by which the Security Trustee is appointed to hold the Security for the benefit of the Bondholders on the terms set out in that deed

1.2. In this Bond Instrument, unless the contrary intention appears:

1.2.1. the singular includes the plural and vice versa and any gender includes the other gender;

1.2.2. ‘person’ unless the context otherwise requires includes a natural person, a firm, a partnership, a body corporate, an unincorporated association or

body, a state or agency of state, trust or foundation (whether or not having separate legal personality);

1.2.3. a ‘natural person’ unless the context otherwise requires shall mean a human being, as opposed to a juridical person created by law;

1.2.4. a reference to:

1.2.4.1. a document means that document as amended, replaced or novated;

1.2.4.2. a statute or other law means that statute or other law as amended or replaced, whether before or after the date of this Bond Instrument and includes regulations and other instruments made under it;

1.2.4.3. a clause or schedule is a reference to a clause or a schedule in this Bond Instrument; and

1.2.4.4. a month means a calendar month;

1.2.5. where the word ‘including’ or ‘includes’ is used, it is to be taken to be followed by the words: ‘but not limited to’ or ‘but is not limited to’, as the case requires;

1.2.6. where a period of time is expressed to be calculated from or after a specified day, that day is included in the period;

1.2.7. a reference to “date of redemption” or “repayment” or “redeemed” or “repaid” means the date on which all the outstanding principal and accrued and unpaid interest on all the outstanding Bonds is finally paid by the Company; and

1.2.8. headings are inserted for convenience and do not affect the interpretation of this Bond Instrument.

2. Amount and Status of Providence Bonds

2.1. The aggregate principal amount of Providence Bonds is limited to £50,000,000.

2.2. Providence Bonds shall only be capable of being issued in multiples of £1,000 in nominal amount and there will be no limit on the maximum amount

of Providence Bonds that can be issued to a Bondholder, subject to the aggregate principal amount limit set out in clause 2.1 above but there is a limit on the minimum amount which may not be less than £1,000.

2.3. Providence Bonds shall not be issued or registered in the names of more than one Bondholder.

2.4. Subject to this Bond Instrument, all of Providence Bonds as and when issued shall rank pari passu equally and rateably without discrimination or preference.

2.5. Subject to clauses 10 and 11, Providence Bonds shall not be capable of being transferred by the Bondholder or by the Company and shall not be capable of being dealt in or negotiated on any stock exchange or other recognised or capital market in the United Kingdom or elsewhere and no application has been or will be made to any Recognised Investment Exchange for the listing of, or for permission to deal in Providence Bonds.

3. Interest

3.1. The Company shall pay to the Bondholders interest on the principal amount outstanding from time to time under Providence Bonds at the Interest Rate on each Interest Payment Date in respect to each Interest Period.

3.2. Interest will be calculated on the basis of a 365 day year (or, in the case of a leap year, a 366 day year) and interest accrues from day to day.

4. Redemption of Providence Bonds

4.1. All Providence Bonds not previously repaid (in whole or in part) before the Repayment Date will be redeemed by the Company on the Repayment Date, at par, together with interest accrued and unpaid up to and including the date of redemption.

4.2. All payments of principal and interest in respect of the Bonds by or on behalf of the Company shall be made at the Bondholder’s risk:

4.2.1. by cheque or bank transfer in favour of the Bondholder. If such payment is to be made by cheque, it shall be sent at the Bondholder’s


risk to the address notified to the Company for such purpose in writing by the Bondholder from time to time;

4.2.2. free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed, unless such withholding or deduction is required by law. In that event, the Company shall make such withholding or deduction and shall, where required, account to the relevant tax authority for such withholding or deduction. For the avoidance of doubt, in such circumstances, the Company shall not be required to increase or gross-up any payment of principal or interest made hereunder;

4.2.3. all Providence Bonds redeemed by the Company pursuant to the terms of this Bond Instrument will be cancelled and will not be available for reissue;

4.2.4. in the event that any income or other tax is deducted from a payment, the Company will issue to the Bondholders as soon as reasonably practicable a certificate of deduction of tax in respect of the tax deducted or withheld.

5. Pre-payment and Early Redemption of Providence Bonds

5.1. In addition to clause 4.1 the Company will be entitled to pre-pay any or all of the principal amount of Providence Bonds together with interest accrued and unpaid thereon at any time after the Commencement Date or at any time after the occurrence of an event described in clause 11.1.

5.2. In addition to clauses 4 and 11, and subject always to the remainder of this clause 5, up to £50,000 principal amount of Providence Bonds shall, at the absolute discretion of the Company, be capable of being redeemed prior to a Repayment Date in each 12 month period ending on each anniversary of the issue of the Providence Bonds.

5.3. Providence Bonds shall only be capable of being redeemed

pursuant to clause 5.2 above if:

5.3.1. the Bondholder is able to demonstrate in documented form to the satisfaction of the Company that they are subject to material financial hardship; and

5.3.2. the Bondholder has given a minimum of two months’ notice in writing to the Company that they wish to redeem their holding of Providence Bonds.

5.4. For the avoidance of doubt, the decision as to whether to accept (in whole or in part) applications for early redemption of Providence Bonds pursuant to clauses 5.2 and 5.3 shall be at the absolute discretion of the Company and it shall be a condition of any such acceptance by the Company that the Bondholder shall have completed the notice of redemption on the reverse of their Certificate and delivered the same to the Company (or as it shall direct) prior to the scheduled date for redemption.

6. Default Events

6.1. Notwithstanding clauses 4 and 5, all outstanding Bonds shall become immediately repayable, at the Bondholder’s option, at par together with all accrued and unpaid interest up to and including the date of redemption, on the happening of any of the following events (each a Default Event):

6.1.1. the Company fails to repay any principal or pay any interest on the Bonds within 30 days of the due date for redemption or payment hereof in accordance with the terms of this Bond Instrument; or

6.1.2. an order is made or an effective resolution passed for winding-up or liquidation of the Company or the Guarantor (otherwise than for the purposes of or in the course of a solvent re-organisation, reconstruction or amalgamation); or

6.1.3. a security holder of assets owned by the Company or Guarantor has taken possession of or if a receiver, administrative receiver, liquidator, judicial factor or other similar officer is appointed to take possession of the whole or any material part of the property

or undertakings of the Company or the Guarantor and in any such case is not discharged, withdrawn or removed within 14 days of possession being taken or an appointment being made provided that at all times during such period the Company or the Guarantor is contesting such possession or appointment in good faith and diligently; or

6.1.4. any administration order or any administration application has been made in respect of the Company.

6.2. The Company will use reasonable endeavours to give notice to the Bondholders of the happening of any Default Event within ten (10) Business Days upon becoming aware of the same. If any Bondholder shall waive in writing its right of repayment of the Aggregate Nominal Amount due to it, Providence Bonds held by such Bondholder shall remain outstanding.

7. Security and Enforcement

7.1. The Security shall be held for the benefit of the Bondholders by the Security Trustee on the terms of the Security Trust Deed.

7.2. If an Event of Default has occurred the Aggregate Nominal Amount shall become due and payable immediately by the Company.

7.3. If an Event of Default has occurred the Security Trustee is entitled to enforce the Security on the terms of the Security Trust Deed.

8. Non-Conversion

8.1. Neither the principal amount of Providence Bonds nor any interest thereon shall be capable of conversion into shares or other securities in the Company.

9. Certificates

9.1. The Company will recognise the Bondholder indicated in the Register as the absolute owner of Providence Bonds. The Company is not bound to take notice or see to the execution of any trust whether express, implied or constructive to which any Bonds may be subject.

9.2. If any of the Bondholder’s Bonds are due to be redeemed


under any of the provisions of this Bond Instrument, the Bondholder shall, if requested by the Company, deliver up to the Company (at its Registered Office) the Certificate(s) for Providence Bonds which are due to be redeemed in order that the same may be cancelled and, upon such delivery (if so requested by the Company), the Company shall pay the relevant redemption amount to the Bondholder.

9.3. If any of the Bondholder’s Bonds are liable to be redeemed under any of the provisions of this Bond Instrument, and, following a request by the Company, the Bondholder fails or refuses to deliver up the Certificate(s) for such Bonds at the time and place fixed for the redemption of such Bonds, then the Company may set aside the relevant amount due to the Bondholder, pay it into a separate interest-bearing bank account which shall be held by the Company in trust for the Bondholder (but without interest (save as may accrue in such account)) and such setting aside shall be deemed, for all purposes of these conditions, to be a payment to the Bondholder and the Company shall thereby be discharged from all obligations in connection with such Bonds. If the Company shall place such amount on deposit at a bank, the Company shall not be responsible for the safe custody of such amount or for any interest accruing on such amount in such account.

9.4. If any certificate is lost, stolen or mutilated, defaced or destroyed, it may be replaced at the Registered Office, subject to all applicable laws, upon such indemnity as the Directors may reasonably require.

10. Transfer

10.1. Subject to clause 10.2, Providence Bonds are not transferable in whole or in part and neither the Company nor its Directors shall approve, or arrange or participate in any transfer of Providence Bonds whether by registration or otherwise.

10.2. Where the Bonds are held by a person as a nominee for another person who is the beneficial owner of the Bonds, then the Directors will agree to a transfer of the Bonds in whole from one nominee to another nominee

provided always that (i) the beneficial owner of the Bonds does not change, (ii) any nominee is not a natural person, (iii) the Directors are provided with such evidence as they may reasonably require to satisfy themselves that the beneficial ownership of the Bonds has not changed and (iv) the Directors are provided with such evidence as they may reasonably require for the new nominee to be registered as the holder of such Bonds.

11. Transmission

11.1. Any person becoming entitled to Providence Bonds as a result of the death or bankruptcy of a holder of Providence Bonds or of any other event giving rise to the transmission of such Bonds by operation of law may, upon producing such evidence as is reasonably required by the Directors of the Company, be registered as the holder of such Bonds.

11.2. In the case of death of a registered holder of Providence Bonds, the only persons recognised by the Company as having any title to Providence Bonds are the executors or administrators of a deceased sole registered holder of Providence Bonds or such other person or persons as the Directors may reasonably determine and they will be entitled to require repayment of Providence Bonds at par.

12. Register of the Bonds

12.1. The Company will at all times keep at its Registered Office, or at such other place as the Company may have appointed for the purpose, a register showing:

12.1.1. the nominal amount of the Bonds held by the Bondholder;

12.1.2. the serial number of each Bond issued;

12.1.3. the date of issue and all subsequent transmissions of ownership; and

12.1.4. the name and address of the Bondholder as Bondholder.

12.2. The Bondholder may at all reasonable times during office hours inspect their details entered in the Register and take copies of such details from the Register.

12.3. Register may be closed by the Company for such periods and at such times as it thinks fit but not more than thirty (30) days in any calendar year.

12.4. Any change of name or address on the part of the Bondholder must be notified to the Company and the Register will be altered accordingly.

13. Guarantee

13.1. The Guarantor unconditionally and irrevocably guarantees to each of the Bondholders from time to time that if, for any reason whatsoever, the Aggregate Nominal Amount of the Bondholder’s outstanding Bonds (or any part of it) is not paid in full by the Company on the due date it shall (subject to the limitations set out in this Bond Instrument), on demand in writing by such Bondholder, pay to the Bondholder such sum as shall be equal to the amount in respect of which such non-payment has been made, provided that the Guarantor’s maximum aggregate liability under this guarantee in this clause 13 shall not exceed an amount equal to the Aggregate Nominal Amount due to such Bondholder on such due date.

13.2. Upon payment in full by the Guarantor of the Aggregate Nominal Amount of any outstanding Bonds, such Bonds shall be deemed to have been fully repaid and cancelled.

13.3. The Guarantor shall be liable as if it were a principal debtor for all monies payable pursuant to this Bond Instrument (notwithstanding that, as between the Company and the Guarantor, the Guarantor is a surety only) and shall not be exonerated or discharged from liability under this clause 13 guarantee:

13.3.1. by the effluxion of time or indulgence being given to, or any arrangement or alteration of terms being made with, the Company; or

13.3.2. by the liquidation, whether voluntary or compulsory, of the Company or by the appointment of an administrative receiver or an administrator in relation to the Company or its assets; or

13.3.3. by any act, omission, matter


or thing whatsoever whereby the Guarantor, as surety only, would or might have been so exonerated or discharged.

13.4. Until the Aggregate Nominal Amount of all outstanding Bonds and all claims of the Bondholders thereunder have been discharged in full:

13.4.1. the Guarantor shall not be entitled to participate in any security held or money received by or on behalf of the Bondholders;

13.4.2. the Guarantor shall not stand in the place of the Bondholders or any agent or trustee appointed on their behalf in respect of any security or money nor in competition with or in priority to the Bondholders take any step to enforce any right or claim against the Company or its assets nor make any claim in the bankruptcy or liquidation of the Company in respect of any money paid by the Guarantor to the Bondholders or to any trustee or agent on their behalf; and

13.4.3. the Guarantor shall not take any steps to enforce any claim that it may have against the Company without receiving the prior written consent of the Bondholders or any agent or trustee appointed on their behalf (which consent may be conditional).

13.5. Each of the covenants and guarantees contained in this clause 13 shall be a continuing covenant and guarantee binding on the Guarantor, and shall remain in operation until the Aggregate Nominal Amount of the outstanding Bonds has been fully paid or satisfied.

13.6. This clause 13 shall be deemed to contain, as a separate and independent stipulation, a provision to the effect that any sums of money which may not be recoverable from the Guarantor by virtue of this clause 13 guarantee (whether by reason of any legal limitation, disability, incapacity or any other fact or circumstance and whether known to the Bondholders or not) shall nevertheless be recoverable from the Guarantor by way of indemnity.

13.7. Each Bondholder shall be entitled

to determine from time to time when to enforce this clause 13 against the Guarantor as regards its outstanding Bonds and may from time to time make any arrangements or compromise with the Guarantor in relation to the guarantee given by this clause 13 which such Bondholder may think expedient and/or in its own interest.

13.8. Any payment to be made by the Guarantor under this Bond Instrument shall be made without regard to any lien, right of set-off, counterclaim or other analogous right to which the Guarantor may be, or claim to be, entitled against any Bondholder.

13.9. Payment by the Guarantor to any Bondholder made in accordance with this clause 13 shall be deemed a valid payment for all purposes of this clause 13 and shall discharge the Guarantor from its liability under this clause 13 to the extent of the payment, and the Guarantor shall not be concerned to see to the application of any such payment.

13.10. In relation to any demand made by a Bondholder for payment by the Guarantor pursuant to this clause 13 such demand shall be in writing and shall state:

13.10.1. the full name and registered address of such Bondholder and the Aggregate Nominal Amount which is claimed;

13.10.2. the reason why the Aggregate Nominal Amount has become payable by the Guarantor;

13.10.3. that none of the Bonds in respect of which such demand is made has been cancelled, redeemed or repurchased by the Company;

13.10.4. that the sum demanded is due and payable by the Company, that all conditions and demands prerequisite to the Company’s obligations in relation to those Bonds have been fulfilled and made, that any grace period relating to those obligations has elapsed and that the Company has failed to pay the sum demanded;

13.10.5. the date on which payment of the Aggregate Nominal Amount (or part thereof) in respect of which the demand is made should have been paid to the Bondholder by

the Company; and

13.10.6. the bank account details of a bank in the United Kingdom to which payment by the Guarantor is to be credited or the address to which payment by cheque is to be sent at the Bondholder’s risk.

13.11. The Guarantor may rely on any demand or other document or information appearing on its face to be genuine and correct, and to have been signed or communicated by the person by whom it purports to be signed or communicated. The Guarantor shall not be liable for the consequences of such reliance and shall have no obligation to verify that the facts or matters stated in any such demand, document or information are true and correct.

14. Warranties and Undertakings

14.1. The Company undertakes to each Bondholder that:

14.1.1. it will perform and observe the obligations imposed on it by this Bond Instrument;

14.1.2. it will comply with the provisions of the Certificates; and

14.1.3. Providence Bonds are held subject to and with the benefit of the terms and conditions set out in this Bond Instrument and are binding on the Company and the Bondholder and all persons claiming through or under them.

14.2. The Company and the Guarantor warrant to each Bondholder on the date of this Instrument, and at all times while such Bondholder holds Providence Bonds, that:

14.2.1. (in case of the Company only) it has the power and authority to issue the Bonds and to exercise its rights and perform its obligations under the Bonds;

14.2.2. it has the power and authority to enter into this Bond Instrument and to exercise its rights and perform its obligations under this Bond Instrument;

14.2.3. it has taken all necessary corporate, shareholder and other action to authorise the execution, delivery and performance of this Instrument; and


14.2.4. it has been duly incorporated, constituted or amalgamated and is validly subsisting and is in good standing under the laws of the jurisdiction in which it is incorporated, constituted or amalgamated.

15. Notice

15.1. Any notice or other communication to be given under this Bond Instrument, the Certificates or Providence Bonds must be in writing and will be served by delivering it personally or sending it by pre-paid post or by facsimile (to the Company only) to the address and for the attention of the relevant party mentioned below (or as otherwise notified by that party). Any notice will be deemed to have been received:

15.1.1. if delivered personally, at the time of delivery;

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

15.1.3. in the case of registered airmail within three (3) Business Days of the date of posting; and

15.1.4. in the case of facsimile, at the time of transmission.

15.2. If deemed receipt occurs before 9:00am on a Business Day the notice is deemed to have been received at 9:00am on that day and if deemed receipt occurs after 5:00pm, the notice is deemed to have been received at 9:00am on the next Business Day.

15.3. The addresses of the parties for the purposes of the Bond Instrument are as set out in the Register from time to time, and in the case of facsimile numbers as advised by the Company from time to time, or such other address as may be notified in writing from time to time by the relevant party to the other party.

15.4. For the avoidance of doubt, a notice will not be validly served under this Bond Instrument if served by email.

Signature page to the Bond Instrument of Providence Bonds plc

EXECUTED as a DEED for and on behalf of

Providence Bonds plc

Director

Director/Secretary

EXECUTED as a DEED for and on behalf of

Providence Global Limited

Director

Director/Secretary


Notes

Address: Level 18, Heron Tower,110 Bishopsgate,LondonEC2N 4AYUnited Kingdomwww.providencebonds.com

Providence Bonds - 8.25% coupon 4 year GBP Bond Invitation Document

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Transcript of Providence Bonds - 8.25% coupon 4 year GBP Bond Invitation Document