The Angel Business Club S.C.S Terms of Service

Definitions

Club

The Angel Business Club S.C.S, being a limited partnership incorporated in Luxembourg

Club Administrator

Angel Club Services S.A, being the General Partner of the Club, incorporated in Luxembourg

Club Services

The services provided by the Club from time to time, including, without limitation member events, investor education, access to our Participation Companies and the ability for appropriately qualified Members to participate directly in follow-on funding rounds by Participation Companies in a fully regulated environment through Angel Corporate Finance Ltd

Custodian

means the appointed Entity for the provision of dealing, clearing and settlement of securities, safe custody and associated services, or any other Custodian that the Club may appoint from time to time

Free Equity Entitlements

Free allocation of Participation Shares to Members, on the Club’s discretion

Introductory Services

A referral of new paying Members to the Club

Member

A Member of the Club, being a paying or non-paying member

Nominee

Angel Business Club Nominees Limited

Participation Company

A quoted or unquoted company in which the Club’s appointed Nominee or Custodian(s), is the legal owner of share instruments issued to it in the furtherance of the Club’s business model, on behalf of the Members

Participation Shares

Securities in a Participation Company

Share Allocation

Discretionary monthly free allocation of Equity entitlements, determined by type of membership and made by the Club Administrator to Members

Share Entitlement

A right, which entitles the holder to require the underlying Participation Share (in certain defined circumstances) to be transferred to them.

Introduction

The Angel Business Club S.C.S (the “Club” or “we” or  “us” or “our”) is a member’s club incorporated as a limited partnership (société en commandite simple) in Luxembourg, and is governed by the provisions of the Luxembourg law on commercial companies dated 10 August 1915 as amended (the “1915 Law”). Our registered office is 18, rue de l'Eau, L-1449 Luxembourg, Grand Duchy of Luxembourg.

Purpose of these Terms

These Terms of Service (“Terms”) are for registered Members of the Club and it contain important material regarding the way in which we will provide our services to you and important information on your legal position. These Terms cover the provision of our services to you, which may be updated from time to time on prior notice to you.

Important Information

Please keep in mind that the Club is unregulated by any financial authority and no advice of whatever nature, financial or otherwise, is given or should be implied.

This website does not provide or purport to provide an investment opportunity, investment advice, investment management services of any description or kind.

Registered Members of the Club will also become clients of Angel Corporate Finance Limited, who provides corporate finance services to the Club and its self-certified Members, on a non-advisory basis.

By engaging in the Club, Members acknowledge that they may be one of a group of other Club Members who may receive free share entitlements from time to time and on the Club’s discretion, or make direct investments in one or more Participation Companies in a fully regulated environment, all of whom are held by Angel Business Club Nominees Limited, the Club’s appointed Nominee, on behalf of Club Members.

Please review these rules prior to proceeding further.

Services

The Club's objective is to pool the expertise of the Club Members as members of an organization to exchange knowledge on specific business matters. The Club provides a forum for its members to discuss, exchange and negotiate market ideas pertaining to the business of quoted and unquoted entities (Participation Companies).

Services provided by the Club include Member events, investor education, access to our Participation Companies and the ability for appropriately qualified Members to participate directly in follow-on funding rounds by Participation Companies, in a fully regulated environment, through Angel Corporate Finance Limited.

The Club's appointed Nominee or Custodian(s) will retain legal title of all the underlying Participation Shares in Participation Companies and Members will be the Ultimate Beneficial Owners of such Participation Shares.

Depending on the jurisdiction in which you are based, Membership of the Club and/or the acquisition of Equity entitlements or Participation Shares may not be legally permitted under applicable securities laws. If you are in any doubt as to your personal legal position, you should seek local advice from a lawyer or other appropriately independent qualified professional adviser. 

Charges and Commissions

Members will pay a monthly capital contribution to the Club. Capital contributions are non-refundable and will be used to cover the costs of running the Club and service providers who themselves render services to quoted and unquoted entities. As remuneration, the Club may receive participations in such quoted and unquoted entities. Such participations may result in a free allocation exposure to Members (free Equity entitlements) via their capital accounts with the Club, per their contributions level on a monthly basis.

Members may be entitled to receive introductory payments in the form of commission and in respect of new paying members they introduce to the Club.

Please note that your Member capital contribution is a payment for access to the services of the Club and does not necessarily entitle you to receive allocations of Equity entitlements. Capital contributions should therefore be regarded as an expense only. You should only pay the Club an amount that you are willing to pay to obtain access to the Services. The cost of membership may be offset by the proceeds from sale of Equity entitlements, which may be allocated to you, on the Club’s management discretion. However, these proceeds could be less than the Member capital contributions paid by you and any amounts subsequently realised in respect of Equity entitlements or the Participation Shares, if any, could be less than the value attributed to those entitlements at the time they are allocated to you.

If a Participation Company in which you hold an Equity entitlement or a Participation Share fails, neither the Club nor any of its advisors or partners nor any financial services compensation scheme will reimburse you for any loss, which you may suffer.

Limited Marketability of Share Entitlements

Participation Shares are not currently transferable through the Club and may have limited marketability. There can be no guarantee that you will be able to sell your Equity entitlements at an acceptable price, or at all.

Valuation of Share Entitlements

From time to time the Club will review the value it places on its underlying Participation Shares. Allocations will be made on a basis, which reflects this valuation, which may be higher or lower than the price at which the Club originally acquired such Participation Shares. If you cease to be a Member, your Equity entitlements may be purchased from you at a Fair Value which will be determined by the Club in its absolute discretion, acting reasonably or, where permitted, the underlying Participation Shares will be transferred to you.

Purchase of additional Share Entitlements

From time to time Members may be offered the opportunity to purchase Equity entitlements in Participation Companies, in addition to the Club’s free share allocations. This will constitute financial promotions and it will be approved by Angel Corporate Finance Limited, a company regulated by the Financial Conduct Authority in the UK.

Compliance with Laws and Regulations

As a Member of the Club, you are reminded that you must not post anything on this website, which could constitute a breach of the regulations in your country. Breaches of this can constitute criminal offences with penalties ranging from fines to imprisonment. Considering the real-time nature of the discussion forum on this website, it is impossible for the Club to review messages or confirm the validity of any information posted. Please remember that the Club do not actively monitor the contents of and are not responsible for any messages posted. The Club do not vouch for or warrant the accuracy, completeness or usefulness of any message, and are not responsible for the contents of any message.

The messages express the views of the author of the message alone, and not any entity associated with the Club. Any user who feels that a posted message is objectionable is encouraged to contact the immediately by email. Any such concerns should be emailed to support@angelequitygroup.com. The Club have the ability to remove objectionable messages and will make every effort to do so within a reasonable timeframe, if the Club determine that removal is necessary.

This is a manual process, however, so please realize that the Club may not be able to remove or edit particular messages immediately. You agree, through your use of this service, that you will not use the discussion forum or any other publicly accessible areas of the site to post any material which is knowingly false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person's privacy, or otherwise violation of any law in the region you and this site operates within. You agree not to post any copyrighted material unless, the copyright is owned by you or by the Club. Although the Club do not and cannot review the messages posted on the discussion forums and is not responsible for the content of any of these messages, the Club reserve the right to delete any message for any or no reason whatsoever. You remain solely responsible for the content of your messages, and you agree to indemnify and hold harmless the Club, and their agents with respect to any claim based upon transmission of your message(s). The Club also reserve the right to reveal your identity (or whatever information the Club know about you) in the event of a complaint or legal action arising from any message posted by you. Any breach of your obligations hereunder or as a Member of the Club will entitle the Club to cancel your membership with immediate effect.

Please note that advertisements, chain letters, pyramid schemes, and solicitations are inappropriate to the content of this website and such postings will be removed. Please note that you may not repost content outside the Club site. Neither may you as an individual Member share any stock information, nor promote any specific share or public stock in the open, this is strictly against the Club policy and illegal in most countries as well. Please keep this in mind for your own safety.

You will as a registered Member be a full Member of the Club, although you may be restricted to certain services according to your membership level. Please treat other website Members with the same respect that you would expect to receive from them.

The Club prohibits the publication in any form of its materials in third party websites, social media platforms and any form of unregulated non-compliant public domain unless expressly approved the Club and its advisers. Misuse of Club materials will be taken very seriously.

Please observe that the Club by law is obligated to prevent money laundering and financing of terrorism by complying with governing regulations, recommendations and general guidelines. This invokes supervision and investigation of transactions, which fall under the regulatory definitions. You, as a Member, are obliged to participate and reveal all information that is demanded in such investigations. While the Club does not prohibit private transactions, the Club are unable to assist in such transactions using the online platform for regulatory reasons. Abuse may lead to the suspension of your account.

Data Protection

The Club abides by the EU Data Protection Act, to be soon replaced by the new GDPR, in relation to Member's privacy. With your permission, the Club and its partners may contact you from time to time via email with details of website news, and details of products that the Club believe may be of interest to you. The option to receive such emails is user selectable and is selected during the registration process, and can be changed by the user at any time thereafter, by selecting the relevant option in their user profile screen, or by contacting the Club by e-mail on support@angelequitygroup.com. By consenting to this, you also permit partners of the Club operating under a regulated entity for the market in question to market investments and securities to you. 

Leaving the Club

If you wish to terminate your membership with the Club and close your account, you are required to give the Club a one month’s notice in writing. Notices should be sent to support@angelequitygroup.com. Your account with all equity entitlements (not the ownership) will be offered to existing Members at fair value (a pre-emption right) and this process can take up to four further weeks. If at the end of the pre-emption period existing Members or the Club have not acquired the equity entitlements, you as the exiting Member can request the Club to auction your entitlements - please note that in an auction process the exiting Member can choose the price to sell their free entitlements. If the entitlements are still not sold after the auction the exiting Member can request the Club to transfer their entitlements into their own name. The Club is not obligated in any way to acquire member entitlements on closure of an account. All entitlements are issued to members free of charge and the Club acts solely as a nominee for all Members.

If an Equity entitlement in a Participation Company lists on a recognized or un-recognized stock exchange your  entitlement will cease to trade on the internal system and if you would like to sell your entitlement of a listed stock you may do so once per month. Such request should be sent out on the first Monday of each month. The Club will first offer the entitlement to existing Members (pre-emption right) and if existing Members or the Club do not acquire the entitlement, the Club will instruct its brokers and the Custodian of the sell order. The Club will make best efforts to fulfil a Member’s sell order in an orderly fashion so as not to affect detrimentally the price of the Companies stock.

The Club will provide members annually an account report detailing any commissions paid and any capital gain realized. Members will hold harmless the Club against any member related tax enquiry and the Club reserves their rights to reveal any payments made to Members if requested by any tax authority.

Taxation

Any income or capital gains which you derive from sale of Equity entitlements or Participation Shares may be subject to direct or indirect taxation depending on the jurisdiction in which you are based. This may affect the net proceeds you receive in respect of Equity entitlement interests or Participation Shares.

All Members are responsible for their own tax declarations and payments. The Club expressly does not offer any advice to its Members on their personal tax liabilities or declarations. Members are therefore wholly responsible for their own tax declarations be it income tax or capital gain.

Business Exclusions

The Club has the following business exclusion policy and will not work in the following sectors:

  • Armaments (weapons)
  • Services and/or products that require pyramid type schemes for distribution or hard sales
  • Child and/or abuse, pornographic material, services and products
  • Companies that are operating in prohibited countries (according to Visa EU, MasterCard & international regulations)
  • Services which may provide peripheral support of illegal activities for business
  • Grey market suppliers taking advantage of Cross-Border trading loopholes in national laws
  • Nutraceutical USA, vitamin, herbal selling in USA market
  • Activities outside card association rules
  • Tobacco
  • Money laundering, terrorist financing & fraudulent activities
  • Replicas, criminal or counterfeit activities
  • Timeshares
  • Agricultural co-operatives
  • Adult services

Risk Warning

The Club is not suitable for everyone: The Club is intended for individuals with an interest in participating in unquoted businesses, which carry with them a high degree of risk and who wish to exchange information and market knowledge about this form of investment. You should only consider becoming a Member if you understand the Club’s business model, have sufficient expertise to understand the risks involved in angel investing and have sufficient financial resources for such investments to represent part of a balanced portfolio. If you are in any doubt whether you are suitable to become a Member you should seek the advice of an appropriately qualified financial adviser.

Participation Shares carry a high level of risk : As a Member, you may be allocated an entitlement to Participation Shares held by the Club, which can include shares in start-up, early stage, pre-revenue and other unquoted private companies. Participation Shares in such companies involve risks, including loss of value, illiquidity, lack of dividends and dilution, and you should hold such Equity entitlements only as part of a diversified portfolio:

  • Loss of value: The majority of start-up and early stage businesses fail or do not scale as planned and therefore shares in these businesses may involve significant risk. It is therefore possible that Participation Shares may lose all, or part of, their value.
  • Lack of liquidity: Liquidity is the ease with which investors can sell shares after they have purchased them. Participation Shares acquired by The Angel Business Club may not be sold easily and may not, either now or at any point in the future, be listed on a recognised market. Even if a Participation Company is successful it may choose not to seek a listing for its shares. Participation Shares held by the Club may be subject to restrictions on sale.
  • Non-payment of dividends: Participation Companies are typically at an early stage of their development and may not pay dividends to their investors, choosing instead to invest profits, if any, in future growth. In case of a dividend payment to the Club, the Club is not required to pay such dividend on to a Member. Instead, the increase of value of a participation and allocation may be reflected in the capital account dedicated to each Member.
  • Dilution: Any Participation Shares acquired by the Club may be subject to dilution at a later date. This will happen if the Participation Company concerned issues more shares after the original acquisition of the interest. The effect of the subsequent issue of shares will be to reduce the proportion of shares held by existing shareholders who do not acquire shares in the subsequent issue. This will affect rights to receive dividends, voting and the value of the shareholding.

Law and Jurisdiction

These  Terms  of  Services is governed by and shall be construed in accordance  with  the  laws  of  Luxembourg and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the Luxembourg courts.

Member Consent

By accepting these Terms , I hereby confirm that:

  • I understand that my monthly payments constitute my Member capital contribution and depending on my membership level this will be charged to my account by either direct debit, or credit card / debit card for the duration of my membership. I also understand that I have no right to claim these contributions back.
  • I understand that the Club, its Nominee or appointed Custodian will remain as the legal owner of Participation Shares, of which I may the Ultimate Beneficial Owner of Equity entitlements. The allocations to my capital account are made in accordance with the Club’s partnership agreement and the above Terms, and that the amounts and levels will vary.
  • I understand that the only terms that apply to my membership and its benefits are those officially communicated on the Club’s website: www.angelbusinessclub.com and nothing else. The Club will not take responsibility for misrepresentation or representation made by its Members or other parties that deviate from this.
  • I understand that the Club is not an investment vehicle and there is no return or other remuneration whatsoever to which I am entitled as Member of the club.
  • I acknowledge that the Club may disclose information arising from or in connection with our relationship to any court or tribunal, government, regulatory, law enforcement, fiscal or monetary authority or agency where reasonably requested to do so or if required by applicable law, regulations or guidelines and to third parties solely where required for the purpose of administering my account with the Club.
  • I have read, understood and fully accepted the Terms for my membership with the Club.

Nominee and trading services letter

I hate snow