AGOSTAR GROUP PLC
(Incorporated and registered in England and Wales under Company Number 10716951)
Registered Office - Branston Court, Branston Street, Birmingham, B18 6BA United Kingdom
www.agostargroupplc.com email:
PRIVATE PLACEMENT MEMORANDUM
GBP £250,000,000.00
29th June 2017
Initial Proposed Private Placement Memorandum of 250,000,000 Ordinary Shares (“Shares”) in Agostar Group PLC, representing25% of the issued share capital, with a priced value of £1.00 per share offered
Minimum subscription: Units of GBP £10,000.00 (10,000 Shares).
The offering price per Share has been arbitrarily determined by the Company.
Disclaimer and important notice
By reading this Private Placement, you agree to be bound by the following limitations:
This Private Placement Memorandum does not constitute or form part of and should not be construed as an offer to sell or issue or the solicitation of an offer to buy or acquire securities of (the “Company”) or any of its subsidiaries in any jurisdiction, or an inducement to enter into investment activity. No part of this Private Placement, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.
The information contained in this Private Placement Memorandum has not been independently verified. No Private Placement Memorandum warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Neither the Company nor any of its affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this Private Placement Memorandum or its contents or otherwise arising in connection with the Private Placement.
While the Company may elect to post the nature of this communication and other related information on a restricted internet site as mere information as to the envisioned Private Placement Memorandum of securities in the Company, these securities are not being offered nor are intended to be offered or sold to residents of a particular State or Country, and the Private Placement Memorandum is not otherwise specifically directed to any person in a State or Country by, or on behalf of, the issuer, or made to residents of any State, Country or jurisdiction, in which said offer is not effective or permissible.
No person has been authorised to make any statement concerning the Company other than as set forth in this Memorandum and any such other statements, if made, may not be relied upon.
This Private Placement Memorandum is only for persons having professional experience in matters relating to investments and must not be acted or relied on by persons who are not Relevant Persons (as defined below).
Solicitations resulting from this Private Placement Memorandum will only be responded to if the person concerned is a Relevant Person.
This Private Placement Memorandum and its contents are confidential and must not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person, whether or not such person is a Relevant Person. If you have received this Private Placement Memorandum and you are not a Relevant Person you must return it immediately to the Company. This Private Placement Memorandum does not constitute a recommendation regarding the securities of the Company or the bonds issued by the Company.
All statements other than statements of historical facts included in this Private Placement, including, without limitation, those regarding the Company’s financial position, development strategy, and investment policy are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results or performance of the Company to be materially different from future results and performance expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions. These forward-looking statements speak only as at the date of this Private Placement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
The information and opinions contained in this Private Placement Memorandum are provided as at the date of this Private Placement Memorandum and are subject to change without notice.
This document and its contents are confidential and in the United Kingdom are only being issued to and directed at: (a) persons having professional experience in matters relating to investments and persons who are investment professionals as specified in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (b) certain other investment professionals, high net worth companies, unincorporated associations or partnerships and the trustees of high value trusts as specified in Article 49 of the Order; (c) persons certified as sophisticated investors within the meaning of Article 50 of the Order; and (d) persons who are otherwise permitted by law to receive it. Accordingly, this document is exempt from the general restriction on the communication of invitations to enter into investment activity and has not been approved by an authorised person as required by section 21 of the Financial Services and Markets Act 2000 (“FSMA”). The approval of an authorised person is required under section 21 of FSMA, unless one of the exemptions referred to in (a) to (c) above applies. Any investment or investment activity to which this document relates is available to or will be engaged only with the persons described in (a), (b) or (c) above.
It is therefore a condition of your receiving this document that you fall within the relevant category of investor described in the above paragraph and that you warrant to the Company that you are such a person. If you are a person falling within category (c) above, it is a condition of your receiving this document that you are a person who has a current sophisticated investor certificate, signed by an authorised person and dated no earlier than 36 months preceding the date of receipt of this document, confirming that, in the opinion of the person giving the certificate, you are sufficiently knowledgeable to understand the risks associated with an investment in an early stage company and that you have signed a statement in the terms set out in Article 50(1)(b) of the Order.
In the United Kingdom, this Private Placement Memorandum is directed only at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments or (iii) are persons falling within article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (all such persons together being referred to as "Relevant Persons"). This Private Placement Memorandum is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Private Placement Memorandum relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In considering the purchase of Shares and reviewing information contained herein, investors should bear in mind that past performance is not necessarily indicative of future results, and there can be no assurance that the Company will achieve comparable results or its investment objective(s), or that investors will receive a return of their capital. In addition, any forward-looking statements contained herein are subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those contemplated by such statements.
The Shares have not been recommended by, and the offering materials, including this Memorandum, have not been filed with any securities commission or regulatory authority of any state or country. Furthermore, the foregoing authorities have not passed on the merits of this offering, nor confirmed the accuracy or determined the adequacy of this memorandum. Any representation to the contrary is not authorised by the Company and may constitute a criminal offence.
The Company is not (and is not expected to be) registered as an investment company under the securities act of any jurisdiction, and certain of the Shares are subject to restrictions on transferability and resale, and may not be transferred or resold except pursuant to an exemption thereof from and the applicable state and foreign securities laws, as well as the requirements of the Articles of Association of the Company.
The value price per share offered has been arbitrarily set by the Company, and has not been assessed or revised by any independent third party.
The Company reserves the right to apply for future placements using a different template and/or pricing, given the market and Company’s circumstances at such time.
The offering will be conducted, pursuant the laws of England & Wales, in good faith and on a “best efforts” basis.
Actual subscription on the Shares offered will take place in accordance with a Share Subscription Agreement, either online or in hard copy form.
No liability whatsoever arising is or will be accepted by or asserted against the Company, any founder or representative of the Company or related entities, or any of their directors, officers, employees, attorneys, consultants or advisors with respect to this Memorandum, including the fairness, accuracy or completeness of the information (including statements of opinion or expectation) contained herein, or any other information supplied or made available, in writing or orally, in connection with any investment in the Company, or for the consequences of any reliance upon or other use of such information.
The text of this Document should be read in its entirety. An investment in Agostar Group PLC (the “Company”) involves a high degree of risk and attention is drawn in particular to the section entitled “Risk Factors” in Part II of this Document. Prospective investors should consider carefully whether an investment in the Company is suitable for them in light of their personal circumstances and the financial resources available to them.
The Directors of the Company take responsibility for the information provided in this Document. The information in this Document is correct as at the time of print. Any information found to be incorrect or superseded due to a change in the Company’s business operations will be announced to the Market.
All inquiries regarding the Company and the Shares should be directed to:
Agostar Group PLC
Mr Naved Syed
Chairman & Chief Executive Officer
Registered Office:
Branston Court,
Branston Street,
Birmingham,
B18 6BA United Kingdom
Email:
Web site: www.agostargroupplc.com
CONTENTS PAGE
Directors, Secretary and Management team
Accountants, Legal Advisors and Bankers
PART I: Information about the Company
1. Introduction
2. Principle activities of the business and
3. Competition
4. Business Strategy
5. Market opportunities
6. Company structure
7. Financial Record
8. Current trading and prospects
9. Corporate governance
10. Working Capital
11. Dividend Policy
12. Share option scheme
13. Taxation treatment for issued securities
PART II: Risk Factors
14. General
15. New company with no operating history
16. Dependence of Directors
17. Changes in laws or regulations
18. Interruption or delay to the Company’s operation
19. Risk to operation and maintenance
20. Directors other interests
21. Litigation
22. Economic, Political, Judicial, Administrative, Taxation or other Regulatory Matters
23. Uncertainties in the interpretation and application of laws and regulations
24. Tax regimes in certain jurisdictions
25. Change of Government
26. Risks relating to fraud, bribery and corruption
27. Unable to manage expansion
28. Effects of natural disasters and climate conditions
29. Force Majeure
30. Risks relating to an Investment in the Ordinary Shares
31. Liquid of the Ordinary Shares
32. Market conditions
33. Further issues
34. Forward looking statements
PART III: Financial Information
35. Financial Information on the Company
36. Outline of Terms
DIRECTORS, SECRETARY AND MANAGEMENT TEAM
Naved Syed- Chairman & Chief Executive Officer
Naved Syed is founder of Agostar Group PLC
Naved has over 35 years senior business management experience having formerly taken companies from concept, creation, management, expansion and exit.
Naved currently holds key positions within companies in the Asset Management, Finance, Food and Ditribution as well as sitting on a number of international advisory boards.
Prior to this Naved has held senior positions within the the engineering and international distribution industries.
Dr José Luis Agostino – Director
Dr. José has invaluable experience in the oil and gas industry as well as corporate and financial experience he has a PhD in Sciences Socio Economic University of Miami. Bachelor's degree in political science and Social communication. Bachelor's degree in homeland security.
Bachelor's degree in political science (Institute of political sciences). Management of the English language (spoken and written). Knowledge of Italian and Portuguese. Computer skills. Integrated management in food emergency zones, an expert on issues of internal security, and factors that generated it, as a way to prevent it. Active protagonist of the defence of human rights and social tasks in areas of extreme poverty. Planning health campaigns in underserved areas and Construction oh low cost housing.
Seminars on economy and Social Welfare. Econometrics in public works. Protection and development of indigenous communities. Homeland Security courses. Social work in communities with extreme poverty. Construction and financing of social housing. Creator of solidarity bonds for Social assistance to communities with high poverty rate.
Commercial, financial, and legal advisor to medium entrepreneurs and investors to countries in Latin America, in the cities of Caracas, Miami-USA, and Paraguay Asuncion, promoting cultural and commercial exchange in Latin America
Dr. José is also President of Plaza Imperial S.A., Scorch Group Corp and Scorch Oil Corp and scorch Group PLC, companies engaged in financing, agricultural exploitation and marketing of food products, at the international level, with headquarters in Buenos Aires Argentina, Panama, Paraguay and Venezuela. Advisor to the Republic of Paraguay in political issues and large purchases of fuel, active promoter of investment in that country Dr. José has extensive experience in local banking and international where unfolds even today, dedicated to major operations of financing for the purchase and sale of commodities, having also been owner of banking and insurance entities of risk.