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Terms & Conditions


1) By completing and returning the enclosed Application Form, you are making an application to invest in Bonds (the “Securities”) issued by RST South West Investments Limited (the “Issuer”) pursuant to an offer contained in an Information Memorandum dated 16th September 2019 issued by the Issuer (the “IM”), which sets out important information about the Issuer and the Securities. The IM (along with the Investor Document, defined below) is available from or in hard copy during normal business hours on any weekday (public holidays excepted) at the registered office of the Issuer whilst the Offer remains open. Your Application is subject to the following terms and conditions. Capitalised terms that are not defined in these Terms and Conditions will have the meanings given to them in the IM.

2) Your investment will only be accepted once you have completed all of the Issuer’s registration requirements and all other requirements for making an Application on or before the close of the Offer, which will include any tests, certifications, or declarations as required by the Issuer or its advisers, from time to time.

3) Payments must be made in cleared funds to Blue Water Capital Limited (“Receiving Agent”) before any Securities will be issued. Subscription monies will be held by the Receiving Agent and will be held in a client account segregated from the Receiving Agent’s own assets. The Receiving Agent will hold your subscription monies pending successful completion of anti-money laundering checks at which point it will be remitted to the Issuer in subscription for the Securities as set out in your Application and transferred to the Issuer (net of the Receiving Agent’s fees)

4) All Applications must be made, and Securities will only be issued, in accordance with the IM, including these terms and conditions, as well as the provisions of the instrument constituting the Securities, the security trust deed and the debenture each dated 13th September 2019 (together, the “Investor Documentation”).

You are taken to have had notice of and be bound by the Investor Documentation and consent to the appointment of the Security Trustee as described therein.

5) Investors will have five (5) days to be able to cancel an application once they have signed the application form.

6) In making your Application, you acknowledge and confirm:
a) that 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 Issuer or any other third party whether acting on their behalf or otherwise, in relation to the Issuer or any group entity other than as contained in the Investor Documentation and that, accordingly, neither the Issuer nor any directors, officers, agents, employees or advisers of the Issuer, or any such entity or any person acting on its behalf shall have any responsibility for any such information, representations, warranties, agreements or undertakings (express or implied, written or oral);

b) you are not relying on the Issuer or any of its named advisers to advise you as to the merits of investing in the Securities or to ensure that the Securities are a suitable investment for you;

c) you have read and understood the IM, including the section headed “Risk Factors” and the summaries of the Investor Documentation contained in the IM. Without limiting the preceding sentence, you understand and accept that:

i) there may be tax consequences for you in investing in Securities (and these may include deduction of withholding tax). General information as to tax for UK individual investors as well as certain other types of investors is set out in the IM but you should consider your own personal tax position and take professional advice as appropriate; and

ii) you are either an individual who is 18 years old or more at the date of making your Application and who is not resident in the USA (“US Person”) or you are the authorised representative(s) of a non-natural person, including a limited company, a limited liability partnership, trust or foundation that is not registered in the USA;

d) your making of the Application, being issued with Securities and/or receiving any payments in respect of the Securities, does not contravene any law or requirement of any official or government body based outside the UK to which you are subject. Without limiting any other terms and conditions, you acknowledge and confirm that you are not a US Person, are not receiving Loan Notes in the United States and are not acquiring Bonds for the account of a US Person;

e) you are aware that it is open to you to seek advice from someone who specialises in advising on investments;

f) unless the Issuer expressly agrees otherwise, any third-party adviser or intermediary is not entitled to be paid any commission in relation to your Application. If the Issuer does agree otherwise, it will set out details of the commission which it has been agreed will be paid in advance of you making an investment, either in writing or on its website, and such commission will be paid by the Issuer;

g) you acknowledge that the Issuer may, in its absolute discretion, reject in whole or in part or scale down your Application and may, if necessary, return monies to you by cheque to the postal address specified in your Application;

h) you are not engaged in money laundering. No money paid in subscription for Securities shall represent the proceeds of any criminal activity;

i) unless you have disclosed to us that you are applying on another person’s behalf (for example, as an intermediary who has disclosed Its client’s identity) you must make your Application on your own behalf and for no other person; and

j) the Issuer its directors, employees, agents and advisers will rely upon the truth and accuracy of the confirmations, acknowledgements and representations contained in your Application.


7) It is also a term of your Application that, to ensure compliance with the legislation relating to money laundering and financial crime, the Issuer and its advisers may, in their absolute discretion, require information and/or evidence or further verification of your identity and the directors of the Issuer may decide not to issue Securities to you until they are satisfied as to your identity. If within a reasonable time after a request for information or evidence as to your identity, satisfactory evidence has not been supplied, the Issuer may, at its absolute discretion, terminate your Application in which event no Securities will be issued to you.


8) Any member of the Issuers’s group, any directors, officers, LLP members, agents, employees or advisers of the Issuer or any such group entity or any person acting on behalf of any of them may rely upon a right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions that refers to an acknowledgement, confirmation, authority or right in their favour. No other person shall have a right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions. Notwithstanding any term of these terms and conditions, the consent of any person who is not a party is not required to rescind or vary these terms and conditions.


9) The making of Applications, acceptances of Applications, the issue of Securities to Investors and any resulting contracts in relation to the Securities will be governed by and construed in accordance with English law and you and the Issuer submit to the exclusive jurisdiction of the relevant courts of the United Kingdom in relation to any disputes, as to the making or acceptance of Applications and in relation to any resulting contracts.


10) Once your application has been accepted the Issuer will issue confirmation via its website or by means of communication provided in your application. Investors will be issued a form of certificate documenting their legal entitlement to the Securities issued to them. The Issuer is not bound to take notice or see to the execution of any trust whether express, implied or constructive to which any Securities may be subject.