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Key Risks

This page outlines some of the key risks involved when you invest in shares (“Equity Investment”) or bonds issued by companies (“Bond Investment”) on www.shojin.co.uk (the “Website”). Please read this summary carefully, so that you understand the key risks involved. Equity Investments take the form of investments in unlisted shares in a private limited company and Bond Investments involve investing in debt securities issued by unlisted companies and both of these investment types carry risks. In particular, you may not receive your anticipated returns and your capital may be at risk.

GENERAL RISKS

ILLIQUIDITY

The Equity Investments and Bond Investments (together, the “Investments”) are generally illiquid. This means that once you have committed your money by purchasing shares as part of an Equity Investment or by investing money in relation to a Bond Investment, it may be difficult to exit your Investment and get your money back.

Each Investment will have a different target exit date. This date will be a target, meaning that the actual date on which any returns or capital are repaid to you may change. We have the discretion to change the target exit date and may do so in a number of circumstances.

You may be able to sell your Investment to a willing buyer. However, you should note that you might only be able to sell your Investment at a discount. This means that you may not get back the amount you paid for the Investment. You may not even be able to sell your Investment at all due to a lack of a willing buyer.

If you are unable to sell your Investment to a willing buyer, you will need to wait until the relevant underlying project is complete and the property is sold. The sale of the underlying property could take a significant amount of time. Therefore, any Investment you make on the Website should therefore only be viewed as a long-term investment.

By making an Equity Investment you will be subscribing for B shares in the relevant company, which do not have any voting rights attached to them. As a result, you will not be able to vote in any decisions relating to the completion of a project or the sale of the property or any other decisions relating to the relevant company holding the property.

By making a Bond Investment you will be investing in a debt security issued by a company which will be documented and a repayment date will be set. However you will not have the right to take steps to recover the amount you invest or any other amount due to you. This will be done on your behalf by a security trustee. Similarly, you will not have any say in how the company in which you invest uses the money you invest or how and when it repays you, which will be documented in the debt agreements. If the company you have invested in by way of debt has taken out other debt then such other debt may rank in priority to yours, meaning that you may not be paid back first, or at all, if the company faces financial difficulty.

NO ON-GOING RETURNS

The Investments you make on the Website will not provide you with regular returns. Due to the way that the investment opportunities are structured, you will only see a return on your Equity Investment, if there are any returns achieved, once the relevant project has been completed and the property has been sold. In the case of Bond Investments any target return amounts and dates will be shown to you in the relevant documents before you invest. Depending on the exact terms of the Bond Investment you enter into you may not receive returns until the relevant project has been completed. The returns actually paid to you in relation to a Bond Investment will depend on the ability of the company in relation to which you have made a Bond Investment being able to repay.

Eventual returns will only be paid to you once all applicable fees and taxes have been paid. If you need your investments to provide you with regular returns, for example by way of monthly dividends, investing on the Website will not be suitable for you. If the relevant company faces financial difficulty then this will impact on the likelihood you will receive any returns on your Investment, or the amount back which you have invested in the Investment.

IFISA INVESTMENTS

ShareIn, in its capacity as ISA manager for Shojin Financial Services takes no responsibility for the performance of any IFISA-eligible investment you may enter into via the Shojin platform. ShareIn's role as ISA manager is to enable eligible investments to be held in the ISA wrapper. If ShareIn ceases to act as ISA manager for Shojin, you should be aware that you may incur costs associated with the transfer to a new ISA manager to maintain the tax wrapper. If Shojin or ShareIn enter a wind down scenario, it is possible that your ISA holdings may lose their ISA wrapper, for example if it is not possible for the holdings to be transferred to an alternate ISA manager. You should be aware that holding your investments within the IFISA wrapper does not guarantee returns or protect you from loss of your invested capital.

DECLINE IN THE VALUE OF PROPERTY

The property market is cyclical and values may go up or down depending on a range of issues including political, economic and social issues. Historic performance of the property market or a particular property is not a reliable guide to future performance. A future downturn in the real estate market could severely adversely affect the value of any investment you make on the Website.

A fall in property values in the UK may cause a property funded by a company which you invest in to be sold at a lower price than expected, or may even mean a property is sold for a lower price than it was initially purchased for, or than the cost to build or refurbish it. This would negatively impact on your Investment and may lead to any returns you eventually receive being lower than expected, or it may mean that there are no returns at all. Please note that you will never be asked to pay more than the amount you first invest on the Website and therefore your losses will always be capped at the amount you invested.

A fall in property values in the UK may also mean that the company determines that once the relevant project has been completed, the underlying property be held for longer than the anticipated investment term until a higher sale price can be achieved.

LOSS OF CAPITAL

The returns you receive from your Investment can go up or down and are ultimately not guaranteed. Depending on the final cost of construction and the value at which the property is sold, you may not receive any equity returns (in the case of Equity Investments), or you may receive a return that is less than expected and you may lose your capital in the case of any Investment.

LACK OF DAY-TO-DAY CONTROL

By making any investment on the Website you are making a long term investment and you will lack control over the day-to-day decisions made by SFS or any third party involved in the relevant property company and you will also not have any control over the timing of your exit (unless you are able to sell your Investment to another investor, which is covered in Illiquidity above).

NO ADVICE

SFS and its affiliates do not provide any advice or recommendations in relation to any Investment or any other investment opportunity which may be available on the Website. If you have any doubt over the risks of such Investments or you otherwise require financial advice, you should seek advice or recommendations that are personal to your circumstances from a suitably qualified financial adviser.

Investments on the Website are only available to investors categorised by the Financial Conduct Authority as High Net Worth or Self-Certified Sophisticated Investors. In order to comply with the requirements of the Financial Conduct Authority, we need to assess you before you may view investment details on the Website. An assessment of whether you fall within one of these categories will be carried out when you sign up to the Website.

DIVERSIFIED PORTFOLIO

Any Investment made on the Website should only be made as part of a diversified portfolio that includes a mix of liquid and illiquid assets. Investing small amounts in multiple investments will help you spread your risk. The majority of your investments should consist of liquid asset classes, so that you can access your capital more easily.

UNEXPECTED EXIT

In certain circumstances, the property which is the underlying asset of your Investment may need to be sold. Examples of these circumstances include where the property suffers extensive damage or bank funding is withdrawn. In such circumstances you will be given notice of this sale. Depending on market conditions and any prospective buyer’s circumstances, you may receive back substantially less than you invested or no return of your capital at all. If the relevant company is subject to an unforeseen liability that may mean that money which was previously intended to fund the project will be unavailable. Taxable income may also crystallise sooner than expected.

TAX

You should be wary of any tax risks that might apply to you as a result of any investment made on the Website. Whether and how any relevant tax laws or liability apply to you is a matter for your personal analysis and you are strongly advised to consult with appropriately qualified tax professionals regarding your individual tax position, which depends on your personal circumstances and may be subject to change in the future.

FINANCIAL SERVICES COMPENSATION SCHEME

Any investments which you make on the Website are not currently covered by the Financial Services Compensation Scheme (FSCS).

Funds which you deposit on the Website which have not yet been invested may be covered by the FSCS. Additionally, FSCS can pay compensation if SFS or any third party bank or investment firm cannot meet an obligation owed to an ‘Eligible Claimant’. The current compensation limit is eighty five thousand pounds Sterling (£85,000) in respect of investment business. Further information about the FSCS (including the amounts covered and eligibility to claim) is available at www.fscs.org.uk or by calling 0800 678 1100.

OVERSEAS INVESTORS

If you are an overseas investor (meaning a person who is not a UK resident), you will be required to warrant to SFS that, by making any investment on the Website, you, SFS, or any of its affiliates will not be in breach of any law or regulation in your home country. This will be done by your acceptance of the Website Terms and Conditions - here. Neither SFS nor any of its affiliates will have any liability should your warranty be incorrect for whatever reason and any related risks are entirely your own.