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The 8% Bond

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CONTENTSABOUT US 02

MANAGEMENT TEAM PROFILE 03

THE DEVELOPMENT 05

ECO-LODGES 07

HOTEL & SPA 09

ECO & SUSTAINABILITY 11

STRATEGIC PARTNERS 13

THE TYRAM LAKES 8% BOND 15

SUMMARISING BONDS 16

HOW TO INVEST 17

FAQs 18

FUNDS FLOW STRUCTURE 21

LEGAL INFORMATION 22

RISK WARNING 22

ABOUT USRothgen Management Ltd is delighted to confirm that we have launched our first Bond, the Tyram Lakes Bond.

The introduction and issuance of the Tyram Lakes Bond is to enable Tyram Lakes to raise funds for Phases 1 & 2 of the development project, namely Tyram Lakes Hotel, Spa & Resort. Phase 1 involves the construction of 50 Eco Lodges. Phase 2 will include the development of a high-end globally branded 104-Bedroom Hotel, Spa and Leisure Centre.

We have appointed Rothgen Capital Ltd as our master agent for the promotion of the Tyram Lakes Bond.

“The culmination of art, creative design, landscape, hospitality, nature and ecology.”

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With previous experience at one of the world's leading independent international financial consultancy companies with over 80,000 clients across more than 100 countries, Daulton possesses a wealth of knowledge and expertise in dealing with high net worth clients possessing combined personal asset values of in excess of $50 million.

With experience ranging from Wealth Management, Managed Advisory Services, Business Development and in handling $10m portfolios, Daulton also brings his cutting-edge expertise from his tenure at Nakheel Properties (Palm Jumeirah, UAE) - an entity wholly owned by the UAE government. Inspiration for the Tyram Lakes project has been derived from Daulton due to his commissioning to co-ordinate on The Palm Jumeirah.

Tim’s expertise encompasses the development of some of the first low-carbon retrofits and new build projects which includes prototyping and building of Code 6 and Passivhaus standard buildings. He also led the sustainability masterplan development for the planning bid for one of the UK's Eco Towns (Bicester) which was subsequently approved.

Tim was involved with the design team on a180-Eco lodge zero carbon development and has worked on hotel developments in Kenya and on clothing "Eco-factories" in Bangladesh. The latter have involved retail manufacturers such as M&S, Next & New Look with the objectives of reducing carbon footprint and lowering of environmental impact working towards achieving "Eco-factory" status. Currently, Tim serves as Managing Director at Green Factory, a small specialist consultancy company undertaking lead design roles for developers, factory owners and tourist businesses which want to develop low carbon exemplar sites. Tim coordinates all aspects of project development such as sustainable construction, renewable energy and waste management, biodiversity, transport and employment.

Tim’s has also had involvement in developing Zero carbon housing whilst securing company accolades such as the Regional HSBC Award for Rapid Growth, whilst contributing to the creation of the first zero-carbon houses to be sold in the UK.

Through active involvement in successful family businesses, Alkush has acquired a clear and solid understanding of business development and operational matters within Property/Real Estate Development. This includes direct and hands-on-experience within the Central London market.

Alkush also brings 6 years of experience from positions held across the leisure industry and health & fitness sector. She has held Senior Management roles at luxury health club, gym and spa establishments, to which she has gained a wealth of knowledge and an enhanced skillset in sales, marketing, and human resources functions.

This brochure contains information relating to the Tyram Lakes Bond which is issued by Rothgen Management Ltd. Any references below to Tyram Lakes should be construed in this context.

MANAGEMENT TEAM - Rothgen Management LtdDAULTON O. BYFIELDMANAGING DIRECTOR

EducationBA Erasmus University Rotterdam

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DR. TIM FENNPROJECT MANAGER

EducationD.Litt - University of WestminsterBSC - Reading University

Alan Tattersall has joined Rothgen Limited in a non-executive capacity to add strength to the management team based at the Tyram Lakes Luxury Resort in South Yorkshire. He brings a wealth of business experience to the company gained in a progressive career in Financial Services, Utilities and the Internet.

Alan has held a number of senior positions, he was the CEO of uSwitch.com until its sale in 2009 and prior to that, Head of Acquisition at EDF Energy. He currently runs his own business advisory company helping companies to grow and to realise their full potential. He believes in building strong teams that allow businesses to achieve rapid, profitable growth and will bring this experience to bear on the Tyram Lakes development.

Mike is a multi-skilled businessman with experience gained in a wide variety of trades and professional management roles. Amongst other things, he has worked on residential and commercial construction projects, undertaking and managing different types of build profiles with a keen eye for detail and always delivering very high standards. He is a highly motivated and driven individual, constantly striving to achieve the very best standards and outcomes for the team. His work at Redrow Homes has included inspecting new build premises and sign-off for homebuyers, locating and highlighting building works faults, identifying unfinished works and organising remedial work.

ALAN TATTERSALL CONSULTANT

MIKE SMITHDIRECTOR

ALKUSH CHOUDHURYEXECUTIVE DIRECTOR

EducationBA Hons - Law, Middlesex University

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Introducing the “THE TYRAM LAKES BOND” FIXED COUPON RETURN OF 8% PER ANNUM

INVESTMENT AMOUNT

TERM OF INVESTMENT 3 Years 3 Years 3 Years 3 Years 3 Years

PAYMENTPERIOD

Quarterly Quarterly Quarterly Quarterly Quarterly

£5,000 £10,000 £20,000 £50,000 £100,000

FIXED COUPON % RETURN PER

ANNUM8% p.a 8% p.a 8% p.a 8% p.a 8% p.a

QUARTERLY INCOME

PAYMENT£100 £200 £400 £1,000 £2,000

Total Annual £400 £800 £1,600 £4,000 £8,000

A luxury 325 Eco Lodge development with a 104 bedroom Hotel & Spa Resort combining artistry, creativity, delectable landscapes and eco-friendly innovation.

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THE DEVELOPMENT

- Unique and the first of its kind in the UK. - Inspiration & innovation derived from contributors of the

world-renowned Palm Jumeirah, Dubai.- Providing for 325 luxurious, avant-garde wooden Eco Lodges set

on approximately 65 acres of lakes adjacent to approximately 100 acres of natural woodlands.

- Escapism in a beautiful natural habitat.- Of the 325 Eco Lodges, 125 will be luxurious designer-styled

lakeside floating and timber lodges and 200 will be woodland retreat lodges.

Phase 1. 50 Lakeside and floating lodges.

Phase 2. 104 Bedroom Hotel, Spa and Leisure Centre.

Phase 3. 75 Lakeside and floating Lodges.

Phase 4. 200 Woodland retreat Lodges.

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THE DEVELOPMENT

THE RESORT

- The site comprises approximately a 65-acre site which hosts 1 large lake and 3 small lakes currently used for fishing.

- To the east of the site is situated Hatfield Moor - the largest lowland peat bog nature reserve in the UK offering more than 20 miles of walking and trekking landscapes.

- The land lying south west of the Tyram Lakes Hotel, Spa & Resort is approximately 100 acres of natural woodland.

THE SITE & LOCATION

THE PLAN

- Newly approved £58 million road link with resort access via the A614, which lies 3.6 miles south of the M180 (which itself interconnects to the M18 at Doncaster), together with the M62 North and M1 South.

- Doncaster Sheffield Airport is situated approximately 5 miles away.

EXCELLENT LOCATION & ACCESSIBILITY

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As the first of its kind, the Tyram Lakes Hotel & Resort aims to deliver a unique concept through

its offering of an avant-garde, eco-friendly range of luxury 2 and 3 bedroom Lakeside

Lodges, Woodland Lodges along with a number of larger 4 bedroom accommodations.

ECO LODGES

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2 BEDROOM LODGES

- Roof-top garden fitted with solar panels.

- Independent energy source via Solar Heating.

– Innovative water purification systems designed and implemented to filter grey and black water.

- Decking areas with spacious sunken jacuzzis.

- Interior decor and furnishings will be crafted and immaculately finished to the highest possible standards by accredited and leading firms within the industry.

3 BEDROOM LODGES



- Innovative water purification systems designed and implemented to filter grey and black water.



WOODLAND LODGES



- Innovative water purification systems designed and implemented to filter grey and black water.



All luxury Eco Lodges are designed to seamlessly blend into the landscape in order to provide a perfect private getaway equipped with natural spaces that will help rejuvenate and revitalise all of its guests. As a location ideal for family time and corporate team bonding events, there is more than enough space between the lodges for total privacy.

Guests will enjoy the generous variety of facilities and privileges that will enable them to organize activities to their hearts’ content, leaving every family or group member willing to embrace and participate in all of the splendour offered by Tyram Lakes.

Adjacent to natural woodlands and lakes and complete with rooftop gardens, the Tyram Lakes Hotel & Resort’s Eco Lodges are perfectly enclosed in a natural surrounding which facilitates the perfect combination of balance with an eco-friendly way of living that supports an environmentally friendly lifestyle.

Equipped with leisure and entertainment facilities which will help keep family members and friends fully occupied – whether it be engaging in sporting activities, beauty and pampering treatments, exquisite & fine dining or through the simpler ways to relax and unwind.

HOTEL & SPA

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- 104-bedroom hotel with spa and conference facilities.- Set in an area of unspoilt natural surroundings with leisure &

entertainment facilities accommodating for all guests of all type.

- Ultimate relaxation and rejuvenation.- Luxury facilities encompassing eastern aesthetics and craft

intertwined with western methodology.

THE HOTEL

- Fine-dining in a 100-cover, lake-view restaurant.- Relaxation in the indoor pool, leisure club and fully equipped gymnasium.

Proposed Inclusions:Ranging from leisure centre, swimming pool (indoors), luxury spa, kids playground, horseback riding, paintballing, fishing lakes, restaurant dining, golf, gym, grocery store, free transport (to and from airport), DVD / Internet Wi-Fi, game consoles, and more...

RECREATION & FACILITIES

THE SPA

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Part of the Tyram Lakes Hotel, Spa & Resort proposition is about focusing on a unique and unrivalled concept for all. It is one which contemplates a vision for the future whilst being uncompromising on quality through avant-garde functionality, yet giving prominence to preservation, sustainability and an eco-friendly environment.

ECO AND SUSTAINABILITY

Eco Lodges & Renewable Energy- Roof-top gardens of Eco Lodges will be

installed with Solar PV Panels with integrated energy efficient solutions.

- Passive solar energy will be created for heat and water within each lodge.

- Innovative and sophisticated integrated water purification systems will be implemented to assist with waste water and recycling processes into the lakes.

Sustainable Construction- Selection of the most environmentally

friendly materials available for construction through the design phase.

- Use of certified sustainably sourced timber to decking made from recycled plastic to create a true ecolodge.

- Minimalisation of waste.- “Modern Methods of Construction” included

in the design from the inclusion of “Green Roofs” to the creation of “Rainwater Gardens” and installation of nesting boxes.

- We are also exploring the use of digital construction technology which has a much lighter carbon footprint and lesser environmental impact than traditional construction methods.

Energy Conservation- Lodges have been designed to the highest

standards in energy efficiency. - Designs will have extra thick walls, roofs and

floor panels filled with insulation and air-tight building envelopes.

Accreditation and Benchmarking- Sustainability benchmarking and

accreditation will be achieved through targeting two certification schemes.

- Green Tourism UK measures the overall level of sustainability via selected criteria including, management, energy, local supply chain, biodiversity, water and transport. The design team is targeting a Gold Award.

Electricity- Storage battery technology is integral to the

viability of photo voltaics and other renewable power sources and to their prospects of becoming the backbone of future energy supply for everyone. In utilising such technology the Tyram Lakes project hopes to promote the understanding and popularity of renewable power supply globally.

Heating- The Tyram Lakes ecolodge development will

be the first holiday resort in the UK to build eco lodges to the highest energy (Passivhaus) standard using the latest modular building technology.

- All heating and hot water will be supplied via an innovative district heating system powered by heat pumps extracting heat from the lake.

- Over 70% of the total energy requirement will be from on-site renewable sources (solar + battery).

- All windows and doors will be triple glazed with double draft proof seals and tested on site for their performance.

- Early computer modelling shows that lodges will use approximately 20 kWh/m2/year for heating which is about 1/4 of the energy requirement compared to similar buildings built to the latest UK building regulations.

- Lodges will feature the latest heat recovery ventilation systems to ensure that there is always a constant supply of fresh air to every room in the building.

- Ventilation systems will again be designed for maximum energy efficiency recovering 80-95 % of the heat from expelled stale air.

Energy Generation- BIOMASS - Provision of heating via a district

heating system which uses locally sourced wood pellets burnt in a centralised boiler house.

- SOLAR PV - Selected individual lodges will be equipped with solar panels in order to support sustainable transport objectives.

- Use of this energy will targeted at charging the schemes fleet of electric bikes and electric cars available for hire by guests during their stay at the Resort.

- Installation into green roofs to maintain biodiversity objectives for the Resort development.

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A ground-breaking resort development designed to function with environmentally accredited solutions.Energy efficiency is brought to the forefront with the Tyram Development - one which engages and sustains the local ecosystems.Featuring the first of its kind in luxury, floating lodges will be developed alongside an exclusive, luxury spa complex within a multi-faceted boutique hotel.

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STRATEGIC PARTNERS & AFFILIATIONS

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Tyram Lakes has alliances with reputable associate firms that have achieved recognition in their respective fields of industry as market leaders and professionals, and which can also demonstrate this by means of consistently positive testimonials and past achievements.

THE TYRAM LAKES 8% BOND

THE INVESTMENTBOND NAME: THE TYRAM LAKES BONDTHE ISSUER: ROTHGEN MANAGEMENT LTD.TERM: 3 YEARSFIXED COUPON RETURN: 8% GROSS PER ANNUMPAYMENT PERIOD: QUARTERLY

BACKGROUND DETAILSThe funds raised from the issue of Bonds are being used to build high specification eco-friendly lodges on Tyram Lakes, the PHASE 1 of which will be 50 lodges. Additionally, funds will go towards the building and maintenance of a 104-bedroom hotel.

Our vision is to adapt the future through a haven of natural surroundings, added luxury and sophistication with an innovative, avant-garde, eco-friendly and sustainable concept. The objective is unique, modern, sophisticated but not out of reach.

The Tyram Lakes Hotel, Spa & Resort has been carefully designed with a high degree of precision which gives great consideration to the preservation of its natural surroundings whilst creating a beautiful eco getaway that complements the adjacent woodlands and the pristine lakes.

The development will be the UK’s only eco lodge, spa and hotel resort establishment that offers a vast spread of natural landscapes, hidden trails, breathtaking scenery and eco lodging which is simultaneously aesthetically appealing and environmentally friendly whilst comfortable for both short and long stays.

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SUMMARISING BONDSWhat Are Bonds?

Bonds are a way for individuals to lend money directly to businesses. They are, in effect, debt instruments or company IOUs.

Bonds will typically have terms of 3-5 years. Investors earn a fixed interest coupon for the duration of the bond and then get their initial capital back upon conclusion of the term.

Examples of Bonds In recent years businesses as diverse as John Lewis, River Cottage and Hotel Chocolat have issued bonds as a way of securing debt finance.

Some companies offer vouchers and credits as part of their investment return: for example, the Mexican restaurant chain Chilango offered burrito vouchers to its investors and Naked Wines offered its investors wine credits.

Popularity of Bonds Research from Capita Registrars suggests that the market for Bonds could rise to £8bn by the end of 2017. Their increasing popularity is partly a result of the credit crunch: banks are less willing to lend, so companies have had to look for alternative fundraising mechanisms.

The Tyram Lakes Coupon Return

For the Tyram Lakes project we are offering a Bond coupon return that is fixed at 8% per annum for a 3-year term. This compares favourably with many other companies that offer Bonds, such as:

• The Jockey Club offered a Racecourse Bond with a 7.75% gross annual interest return split between 4.75% cash and 3% in so-called racing rewards.

• Wellesley’s Bond offered a gross interest return ranging from 7% for 5 years up to 8% for 7 years.

• Hotel Chocolat offered a gross annual return of 7.25% to 7.33% - the latter paid in monthly chocolate box selections.

Tyram Lakes is not only issuing bonds to raise money. A core motivation is to encourage investors to become visitors, to become stakeholders and ultimately to become brand advocates.

Similarly, low interest rates have meant that savers are looking for investment opportunities to secure a reasonable return on their savings.

Are Bonds Risky? No investment is free of risk and bonds are nodifferent. As non-readily realisable securities,unlisted bonds are not as flexible as corporate bonds in that they cannot be traded or converted and are not listed on any market. They must be held until they mature and cannot be cashed in early.

Also, the Financial Services Compensation Scheme does not apply to bonds.

Whilst the risk profile of bonds is higher if they are unlisted, such bonds usually offer a substantially higher rate of return than listed bonds and this offsets the comparative lack of security and flexibility.

To further offset the risk to investors in unlisted bonds, the Financial Conduct Authority has introduced certain safeguards including the restriction that novice investors can only invest 10% of their readily investable assets.

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HOW TO INVESTOur process is simple. It takes just 4 steps…

Step 1: Register with Rothgen Capital Ltd

Step 2: Receive your complimentary Investor Guide

Step 3: Speak with your Consultant

Step 4: Invest electronically or through postal format

Still have queries?The Rothgen Capital team is always on hand to assist

email: [email protected]

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FAQsThe Investment

What is the Tyram Lakes Bond?

The Tyram Lakes Bond is a bond issued by us, Rothgen Management Limited (RML). RML is the owner of the Tyram Lakes brand. Funds raised will be used to construct the world’s 1st luxury, eco-friendly & sustainable Lodge, Hotel & Spa Resort development on Tyram Lakes.

All representations made in this brochure are those of RML alone.

Is RML a reputable company?

Yes. RML is a company with a clean, if brief, track record. Incorporated in April 2014 under a previous name, our accounts as at 31st May 2017, which have been filed at Companies House, show a net book value of £2,050,000. In 2016 we entered into a Lease Agreement with the Tyram Lakes landowner and we have also entered into strategic alliances with the likes of C21 IH and other organisations in various fields for the purpose of this bond offering.

What is the minimum amount of capital I can invest into the Tyram Lakes Bond?

The minimum & starting level of investment is £5,000 and thereafter, in multiples of £1,000.

Why does Rothgen Management Ltd not approach traditional funding sources such as banks for its development funding? Approaching the individual investor is a more economical method of raising finance when compared to conventional bank loans - especially as banks tend to charge smaller firms higher interest rates.

How much funding is Rothgen Management Ltd seeking via the issuance of the Tyram Lakes Bond?

The initial fundraise is set at £25 million.

This will be injected into Phases 1 & 2 of the Tyram Lakes Hotel, Spa & Resort project. Phase 1 will involve the construction of 50 Eco Lodges, 25 Lake Lodges on stilted Bases and 25 Lakeside Lodges. Phase 2 will entail the development of a major luxury, high specification and globally branded 104-Bedroom Hotel, Spa and Leisure facility.

To whom is the Tyram Lakes Bond available?

The Tyram Lakes Bond is available to Ordinary Retail Investors, High Net Worth Individuals (HNWIs), Sophisticated Investors and Corporate Investors.

What is the term of investment?

The term of the bond is for a fixed 3-year period.

What will be my investment return and will this be a gross payment?

Investors receive a fixed 8% per annum interest coupon return (gross payment).

How will I receive my interest payments each year?

Payments will be quarterly payments on a pro-rated basis.

Investors will receive their full investment capital amount back at the maturity date of 3 years.

At the end of each quarter (for years 1, 2 & 3), the 8% per annum will be repaid at 2% gross into your designated/nominated bank account of choice.

Where do I send my investment funds?

We, RML, utilise an independent third party escrow, custodian and payment services provider - Jade State Wealth Ltd (JSW) - which is part of the Accounting Worx Group of companies. We also utilise the services of Escrow Custodian Services Ltd (ECS) which operates under FCA registration number 627909 and which is a firm fully authorised and regulated to accept client funds. JSW and ECS will provide their services concurrently. If for any reason one service provider ceases to act then RML will have a service provider in place to meet the needs of RML without delay. RML may appoint additional or alternative escrow service providers in the future.

Does my investment have protection under the Financial Compensation Services Scheme (FSCS)?

The Financial Services Compensation Scheme does not apply to bond offerings and your capital may still be at risk.

In order to ensure safe receipt of money, ECS and JSW are instructed to hold your capital on receipt and only release it when RML has issued your bond certificate. If you are not so registered within 14 working days of payment, then ECS or JSW will return your funds to you. This will offer you initial security in respect of your loan.

Is my investment protected or asset backed?

RML has entered into a Security Trust Agreement with JSW which acts as a security trustee. The security trustee acts on behalf of bondholders with powers to step in if there is a repayment default by RML. Jade State Wealth holds a fixed and floating charge over the assets of RML. These charges give the holders of the Bonds priority over all other creditors of RML in the event of a default or of its insolvency. In the event of a liquidation (however unlikely), these charges will allow the creditors to take all the proceeds from the sale of its assets, including its show lodge, marketing suite, infrastructure and other lodges that are in the process of being constructed.

Are bonds correlated with share price movements and the wider investment market?

In this instance with the Tyram Lakes Bond, the issuance of such instrument is to raise finance to complete the development and simply provide an interest return to investors on their capital lending. As a result, the correlation with stock market movements or other mainstream investment markets is likely to be low.

Can I put the Tyram Lakes Bond into a SIPP?

Bonds are suitable for self-invested personal pensions (SIPPs) subject to approval by the scheme trustees and administrators, as well as for small self-administered schemes (SSASs). Bonds are also suitable for investment from tax-efficient individual savings accounts (ISAs) through the Innovative Finance ISA scheme. RML utilises the services of a regulated promoter, Banksfield Capital Advisory Ltd, for pensions and ISA investments – please contact us for further information.

On making my investment, how will Tyram Lakes service the 8% fixed interest coupon per annum?

Rothgen Ltd has an agreement with the UK’s largest online holiday booking and rental company, Hoseasons. The company belongs to the Wyndham Hotel Group (the world’s largest hotel company and one of the world’s largest hospitality firms).

If something unexpected happens to me or should I die, how is my investment dealt with?

Your bond will pass to your estate.

Is it possible I could lose my money?

As with any investment, there are risks involved and you may lose all or part of your investment funds. Should you have any concerns, you should seek independent financial advice.

General

How do I open an account with Rothgen Capital Ltd and start investing?

Anyone over the age of 18 and who resides in any country across the world (except the US) can and must first register with Rothgen Capital Ltd as a client. On doing so, further details on the investment opportunity will be made available from Rothgen Capital Ltd.

Is Rothgen Capital Ltd authorised and regulated by the Financial Conduct Authority (FCA)?

As Rothgen Capital Ltd fulfils a marketing and promotions function, Rothgen Capital Ltd is NOT a financial services firm and therefore, is not authorised by the Financial Conduct Authority (FCA).

Rentals are forecasted to cover the fixed interest coupon via a third party exclusivity agreement for the resort. Financials for Wyndham Vacation Rentals UK can be found above at Figure (i).

The lodges will also be offered for sale to customers that wish to “buy to let” or utilise in tax efficient directives such as the Annual Investment Allowance (AIA).

Based on points above, RML feels that the fixed coupon return on investment can and will be serviced more than adequately from the combination of such business activities as listed.

Can I seek early withdrawal or release from my investment prior expiration of the 3-year period?

Bonds have a fixed term and are not freely transferable.

Bondholders may submit a request for early repayment; however all such requests are and will be subject to both liquidity and the discretion of the company’s management.

What is the procedure if I change my mind on investing?

Please contact Rothgen Capital Ltd in writing.

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The Investment







































General













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Figure (i) - Wyndham Vacation Rentals (UK) Ltd

FINANCIAL YEAR 2011 2012 2013 2014 2015

Cash £39,812,000 £57,311,000 £67,884,000 £77,367,000 £103,622,000

Net Worth £23,879,000 £43,259,000 £62,189,000 £71,132,000 £71,348,000

Total Current Assets £124,787,000 £143,744,000 £155,078,000 £187,561,000 £192,866,000

Total Current Liabilities £159,220,000 £162,746,000 £173,165,000 £175,125,000 £177,570,000

The Investment







































General













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FINANCIAL YEAR 2011 2012 2013 2014 2015

Cash £39,812,000 £57,311,000 £67,884,000 £77,367,000 £103,622,000

Net Worth £23,879,000 £43,259,000 £62,189,000 £71,132,000 £71,348,000

Total Current Assets £124,787,000 £143,744,000 £155,078,000 £187,561,000 £192,866,000

Total Current Liabilities £159,220,000 £162,746,000 £173,165,000 £175,125,000 £177,570,000

FUNDS FLOW STRUCTURE

Lease Agreement

Bond Purchase

Agreement

Investor Funds

Investor Funds

Funds

Returns

Construction

Debenture

Rental Returns

Rothgen Ltd(Landowner)

Rothgen Construction Ltd

(Builders)

Eco-lodges

Security Trustee

INVESTOR

Escrow payment service

provider

Rothgen Management Ltd

LEGAL INFORMATIONBond Investment Process

RISK WARNINGThe Loan

Rothgen Management Ltd (“RML”)* is offering a 3-year Bond with a fixed 8% per annum interest return and a full capital return after 3 years, with interest payable quarterly on a pro-rated basis. If you decide to proceed then you will sign a Bond Purchase Agreement and become a lender to RML.

The Landowner

RML has taken a 21-year lease from Rothgen Ltd which owns land lying to the south east of Moor Dike Road, Hatfield, Woodhouse under Land Registry title number SYK203872 (“Tyram Lakes”). This is the land upon which the lodges and hotel will be built. It has separately entered into a management agreement with Rothgen Ltd for the funding and management of the construction of lodge dwellings and a hotel upon such land.

The Escrow

In order to ensure safe receipt of money, RML has appointed Jade State Wealth ("JSW") as its escrow provider. JSW is part of the Accounting Worx group of companies. RML also utilises the services of Escrow Custodian Services Ltd (“ECS”). ECS is regulated by the Financial Conduct Authority and registered with HMRC. JSW and ECS are instructed to hold your capital and only release it when RML has issued your bond certificate. If you are not so registered within 14 working days of payment then JSW or ECS will return your funds to you. This will offer you a degree of security in respect of your loan. Further security is provided by the fact that Jade State Wealth is operating as a security

trustee on behalf of bondholders and it can step in should there be a repayment default. RML may appoint additional or alternative escrow service providers in the future.

The Promotion

The content of this brochure has been approved under section 21 of the Financial Services & Markets Act 2000 by an FCA authorised person.

RML will utilise the services of third party promoters who have a strict code of conduct to which they must adhere. The code of conduct is available to lenders upon request. RML has appointed Banksfield Capital Ltd as its regulated agent for the promotion of Tyram Lakes and to act as scheme administrator in respect of SSAS investments.

The Funds Flow

The funds will be paid by the lender into escrow and upon issuance of the bond certificate transferred from escrow to RML. Approximately 77% of all loan monies paid into escrow will go to RML and RML will transfer this to Rothgen Construction Ltd for the building and fit out of such dwellings. The remaining 23% or thereabouts will cover costs associated with running RML and raising the funds such as introducer and brokerage fees, accountancy fees, legal fees, escrow fees, management fees as well as IT and administration. As Rothgen Construction Ltd completes each lodge it will be rented out by Hoseasons and an income stream will be derived and paid to RML from which the lender’s coupon and capital returns will be paid.

This document and the information within it may contain specific market content and independent indicative prices; this is for information purposes only and in no way constitutes advice to buy or sell. We refer you to the financial information provided about RML in the FAQ section of this brochure.

You should only lend risk capital that you can afford to lose. Lenders may not take part in the management of the Company’s business. The Company shall have full authority and discretion in the management of its business. The loan is secured and the bond certificate which evidences your loan is not listed on a stock exchange and cannot be converted or traded.

(a) General Risks

You accept and understand that all investments are speculative in nature. The value of the property being acquired and developed by RML and the income derived therefrom can go down as well as up and is not guaranteed. You should also note that RML is not the freeholder of the land, but only a leaseholder. The above points create a risk that RML will become insolvent and unable to repay your bond investment and interest in full. In addition, the bonds are not freely transferrable and there is no established secondary marketplace for them. You should carefully consider whether this investment is suitable in view of your personal circumstances, tax position and the financial resources available to you.

There can be no guarantee that we will achieve our profit objectives. We offer no warranty or guarantee as to your returns. You should carefully consider whether this investment is suitable in view of your personal circumstances, tax position and the financial resources available to you.

Whilst a secondary marketplace exists for residential property there is no established secondary marketplace for bond certificates. The Lender acknowledges that the Borrower is not the freeholder of the land.

(b) Regulatory Risks

Your investment is subject to all risks incidental to this market sector. These factors include,

without limitation, changes in local and government rules, fiscal and monetary policies, changes in laws and changes in political and economic conditions. This marketing material and the investment structure has been prepared in accordance with the current legislation pertaining to the sector. The regulatory environment is evolving and changes therein may adversely affect the viability of your investment. The effect of any future regulatory changes on this market is impossible to predict but may have a detrimental impact on the potential market for lodge dwellings or the demand for the hotel. No warranties are given as to the likely interest in such lodges and the value thereof can fall as well as rise. You should seek appropriate legal advice prior to signing the Bond Purchase Agreement.

(c) Force Majeure & Other Factors

We cannot be held responsible in circumstances where factors outside our direct control affect the profitability of your investment. Force majeure events such as war, terrorism or extreme weather have not been factored in to our cash flow forecasts. Similarly, the non-performance or insolvency of our suppliers, unforeseen cost overruns or litigation by third parties or bank interventions may affect returns. You acknowledge that under such circumstances we may be unable to transact in the normal way.

You furthermore acknowledge that representations made by our sales consultants and agents either orally, in paper or electronic form (including sales literature and brochures) are for information purposes only. You understand that once you enter into contract there are no rights of withdrawal therefrom.

You should not treat the contents of promotional material as advice relating to legal, taxation or other matters and we recommend that you consult professional advisers in this regard.

You are aware that we are not regulated by the Financial Conduct Authority. Neither the Financial Services Compensation Scheme nor the Financial Ombudsman Scheme would apply to your investment.

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