TERMS AND CONDITIONS
- The Syndicate – $NZD20,000 per share
- The partnership will invest in 3-5 Weanlings (foals) for an average purchase price of $62,500.
- The number of foals purchased will depend on the capital raised.
- With 20 shares there will be an initial fund of up to $400,000.
- As an outline the cost of 5 foals will be approximately $312,500
- 12.5% average GST (10% GST if bought in Australia, 15% if bought in New Zealand)
- Total cost approximately $375,000
- Ed Stapleton Bloodstock (the Manager) will not charge any commission at point of purchase, instead he will have one total share in the syndicate.
- All weanlings will be insured which will cover for fatal injuries – this will cost 3%.
- Remaining funds will cover costs of travel and sales expenses (vetting costs etc)
- Any and all surplus funds will be redistributed to investors at the end of the investment period.
- The interest of each Owner in the Syndicate shall be that of a beneficial tenant in common in respect of each of the Syndicate Horses according to the proportionate stake of that Owner in the Syndicate. Accordingly each Owner shall have a prospective right to participate rateably in the net proceeds of sale from the Horses after the deduction of all costs and expenses referred to in these Terms & Conditions.
If the Manager considers that insufficient Shares have been sold prior to July 1st 2022 to make the Syndicate viable, then the Manager shall have the right to terminate this Agreement, whereupon monies paid by applicants for a Share or Shares shall be refunded but without interest.
The Manager will keep the Owners informed as to the purchase of the Horses, their progress in sale preparation and the sales/public auctions for which they are entered. The Manager shall also arrange for the Share Owners to view the Horses in sales preparation at Ralph Thoroughbreds in New Zealand and to attend sales/public auctions when the horses sell (at owners expense)
The commitment of each Owner in respect of the Syndicate is for the Syndicate’s full duration and, except with the agreement of the Manager and/or other Owners, no Owner shall be able to sell or
transfer any share owned by that Owner before the Syndicate’s dissolution or otherwise to discontinue his or her membership of the Syndicate. If any sum payable by an Owner in respect of a Share is not paid for in full on the due date, the Manager shall have the right to charge interest at the rate of eight per cent per annum above ANZs’ Base Rate on the sum outstanding until payment but, if payment has not been made within thirty (30) days of its stated due date, the Owner in question may, at the Manager’s discretion, cease to be entitled to any benefits which would otherwise accrue to it under these Conditions until payment of the outstanding sum (together with any interest and costs) has been made. If the outstanding amount is not paid within 60 days of its stated due date, the Manager shall be entitled to retain any such sums as have been paid to it in respect of the relevant Share(s); and any sums thus retained by the Manager shall confer upon the party who paid them no rights to a Share or to receive any payment pursuant to these Conditions.
Subject to the right of the Owners to call a meeting (and pass resolutions at such a meeting) in accordance with Condition 8, it shall be for the Manager (Ed Stapleton) to decide all matters relating to the management, sales preparation and sale of the Horses; but the Manager shall communicate regularly to the Owners any decisions made in relation to the Horses. The Manager will seek to sell the Horses by no later than April 1st 2023; but, if exceptional circumstances (including injury or an extension of the Syndicate’s duration) make this impracticable, then the Manager will sell the Horses (or the relevant Horse) as soon thereafter as it deems reasonable and practicable to do so. In the event that the Manager deems it to be in the interests of the Owners to sell any Horse before Jan 1st 2023 then he shall consult with the Owners and will only proceed with such early sale of the relevant Horse if a 60 per cent (60%) majority of the Owners are in favour of so doing.
The Manager shall exercise appropriate care in carrying out its role under these Terms & Conditions but cannot be held responsible for matters beyond its immediate control. The Owners will not be liable to make any payments other than those specifically referred to in these Conditions and in the Application Form for a Share. No Owner shall have any claim against the Manager or against any other Owner in respect of any loss or injury sustained by any of the Horses howsoever caused. The Horses will be insured by the Manager against All Risks of Mortality only for such values as the Manager, in its discretion and with any necessary advice, considers prudent, the will be to the value of purchase at each horse’s weanling sale.
- TRAINER(S) / SALES PREPERATION
The Horses belonging to the Syndicate will board at Ralph Thoroughbreds Stud Farms in New Zealand for a 9 month period. They will be given expert care and preparation in advance of yearling sales. The average cost incurred per foal from time to purchase to sale as a yearling approximately equals the share price in the syndicate. Therefore, Ralph Thoroughbreds will have the equivalent of 1 share per weanling in lieu of all of their costs (5 foals = 5 shares and so 25 shares total in Syndicate).
- MEETINGS & DECISIONS BY THE OWNERS
8.1 These conditions make no provision for a scheduled meeting of Owners. However, any one or more Owners whose Shares in the Horses equate to 20 per cent (20%) or more of all of the Shares shall be entitled to require that an Owners’ meeting is held, by sending to the Manager a written request for such a meeting to be held. Within three (3) days of receiving any such request, the Manager shall call an Owners’ Meeting by giving not less than thirty (30) days’ written notice thereof to all Owners particularising in the notice the time, place and date of the meeting to be held and any matters which those who have requested the meeting have stated that they would like the meeting to address. At any such meeting, any motion carried by the holders in aggregate of 80 per cent (80%) or more of the Shares shall be sufficient to
pass any resolution relating to the Syndicate and its management, save that no decision to continue this Agreement beyond its proposed termination may be made other than with the unanimous support of all Owners. At any such meeting, Owners may vote in person or by proxy.
8.2 The normal method by which the Horse(s) will be sold in anticipation of the Syndicate’s dissolution will be at public auction but the Manager shall be entitled, if he deems it to be in the best interests of Owners, to sell the Horse(s) by any other method of sale.
- ACCOUNTS AND DISTRIBUTION OF SYNDICATE FUNDS
9.1 The Manager shall open and maintain a bank account in the name of the Syndicate to which shall be credited all sums paid or payable by the Owners in respect of the Syndicate and all other sums received by the Syndicate and to which shall be debited all amounts charged to the Syndicate.
9.2 The Manager shall, as soon as reasonably practicable after all the Horses have been sold, prepare a set of wind-up accounts, independently reviewed by the Manager’s nominated accountants showing:-
9.2.1 The monies paid by the Owners in respect of their Shares;
9.2.2 The sale price of the Horse(s) and/or, if and where applicable, insurance receipts
9.2.3. All expenses, as summarised in clauses 9.5.1 to 9.5.3 below and necessarily incurred in purchasing, transporting, insuring and selling the Horses.
The expenditure which the Manager shall be entitled to deduct from the monies referred to in paragraphs 9.1 to 9.2.3 inclusive shall include but may not necessarily be limited to:-
9.2.4 The purchase price of the Horses, freight charges, third-party commissions, purchase and sale expenses, together with the cost of financing the syndicate by way of bank charges, interest payments and any other like expenses;
9.2.5 $0 per Owner per Share being a Management Fee charged by the Manager to the Syndicate for the day to day management of the Syndicate (“Management Fee”); and 9.2.6 All out of pocket expenses reasonably and necessarily incurred by the Manager in establishing, administering, promoting and winding up the Syndicate including professional fees;
The resulting balance shall be distributed to the Owners rateably according to the number of Shares held by them.
10.1 Any intellectual property created by the arrangements to which these Conditions relate (whether deriving from the Horses, the Syndicate, or the Manager) shall belong to the Manager.
10.2 The Manager shall only process data relating to the Owners in a manner permitted by and consistent with current Data Protection Legislation and/or as permitted by the Owners.
10.3 The Owners, when funding their participation in the Syndicate, are not purchasing goods or services and are not consumers for the purposes of Consumer Protection legislation.
10.4 The timing of any sale of a “Horse” shall be in the Manager’s discretion but acting in what the Manager reasonably believes to be in the best interests of the Owners.
The law governing these Conditions shall be New Zealand law. Each Owner hereby irrevocably submits for all purposes connected with or arising from these Conditions to the exclusive jurisdiction of the New Zealand Courts.