Secondary Market Terms and Conditions

Shojin Financial Services Limited ("SFS") trading as Shojin Property Partners referred to in these Terms and Conditions as “Shojin”, “we”, “us” or “our”) operates a Secondary Market which is structured as a “Bulletin Board” to enable members to buy and sell securities previously offered through the Shojin Website from and to other members.

2.1 The Shojin Bulletin Board service is available to investors that become members through our website pursuant to our Website Terms and Conditions (www.shojin.co.uk/terms-and-conditions).  Unless otherwise states the terms and conditions set out in the Website Terms and Conditions will apply to the Shojin Bulletin Board Service.  Words and phrases defined in the Website Terms and Conditions shall bear the same meaning in these Terms and Conditions. Where there is a conflict between the provisions of these Terms and Conditions and the Website Terms and Conditions, the Website Terms and Conditions shall apply to your use of the Bulletin Board.

2.2 The details of the original investment structure, the underlying funding arrangements and updates since the original Investment will be set out on our Website. It is the responsibility of investors to familiarise themselves with the information available prior to buying or selling Investments through the Bulletin Board. Shojin does not provide investment advice. Information on the Website will include time-sensitive information that may change over time and it is the responsibility of investors to ensure that they are basing their decisions on the most recent information available by tracking through the updates that are available on the Website. We do not provide investment advice and, while we will take reasonable steps to ensure that material price-sensitive information that we have been provided with has been made available to members using the Bulletin Board, we are not responsible for the accuracy and completeness of that information or for adapting it to individual circumstances. We may determine what information is materially price-sensitive at our discretion, acting reasonably.

2.3 We have absolute discretion as to whether and when to enable investors to publish indications of interest to  sell a particular Investment on the Bulletin Board. Shojin may, without limitation but subject to compliance with its regulatory obligations, apply restrictions upon:

2.3.1 the investors who are eligible to access the Bulletin Board;

2.3.2 the value of Investments that can be posted on the Bulletin Board; 

2.3.3 the types of Investments that members can post about and whether to suspend Investments from trading at certain times;

2.3.4 the terms upon which members may seek to transact, including price, units and timing; and

2.3.5 whether to offer a Bulletin Board at all.

2.4 We will not undertake, or be responsible for, any verification of the terms of any posts that are placed on the Bulletin Board, including the terms of any proposed transaction.  Any member that plans to sell or buy Investments would need to decide on the merits of entering into any transaction and we would recommend seeking investment advice before entering into any transaction on the Website.

3.1 Where we permit a given Investment to be sold on the Bulletin Board, members:

(a) must indicate that they wish to sell an Investment on the Bulletin Board and set the price and number of units, subject to any price, minimum sale volume amounts and any other constraints set by us; and

(b) complete the documents to enter into a transaction to sell the relevant Investments on the basis of the terms they have set out under (a) above.  

3.2 Any pricing information or calculations are available on the Website are intended as a guide only and the selling member takes full responsibility for determining the price that any Investments should be sold through the Bulletin Board.  Shojin accepts no responsibility whatsoever for any terms of any transactions that are made through the Bulletin Board, including the price that is determined or agreed by any selling member. We may require Investors to indicate that they wish to sell all of their holding of an Investment, or to only sell part of the Investment, at our discretion.

3.3 The indication to sell an Investment will remain on the Bulletin Board for a maximum period of one year or until another member indicates that they would like to purchase the Investment, it is withdrawn from the Bulletin Board by the selling member, or the Investment is repaid by the SPV or otherwise no longer exists.
   

3.4 If a member wishes to purchase a particular Investment from the seller through the Bulletin Board, they will be able to contact the seller by posting an electronic message through the Bulletin Board to either:

(a) accept the terms of the secondary trade suggested by the seller, the transaction will then proceed based on the documents that the selling member has already completed under paragraph 3.1(b) above. Selling members will receive notifications of sales; or

(b) suggest any alternative terms for a secondary trade, such as in relation to a different price or number of units to be purchased.  The seller will then receive this message and can choose whether to accept, reject the offer or suggest further alternative terms for secondary trade at the seller’s own discretion and subject to any constraints that we may set.  Where the selling member accepts alternative terms for a secondary trade, they will be required to complete new transaction documents on the basis of the revised transaction terms that have been agreed with the buyer. 

3.5 The selling member will receive an email notification informing them that they have received an response the post that they placed on the Bulletin Board.  A selling member would then accept any counter-offer that they receive through the Bulletin Board.  It is not possible for either the seller or the buyer to make any further offers for a particular transaction through the Bulletin Board.

3.6 A selling member will only be permitted to response to a single indication of interest from a potential buyer that they receive through the Bulletin Board.  Any other indications of interests from potential buyers that have been communicated to the seller will be deleted.  

3.7 If a selling member fails to respond to a message that they have received through the Bulletin Board within 48 hours of receiving the message, the message will be removed and any offer included in that message will be automatically declined.

3.8 Once an offer to purchase has been accepted by the selling member, it cannot be cancelled and neither the selling nor the purchasing member shall have cancellation rights.

3.9 Sale posts that are not subject to an offer can be withdrawn at any time.

4.1 Members that wish to buy any Investments that are included in a post on the Bulletin Board may contact the seller to:

(a) accept the terms of the secondary trade suggested by the seller; or

(b) suggest any alternative terms by making a counter-offer, such as in relation to a different price or number of units to be purchased.  The seller will then receive this message and can choose whether to accept, reject the offer or suggest further alternative terms for secondary trade at the seller’s own discretion and subject to any constraints that we may set.  Where the seller responds to a counter-offer made by a Member, any counter-offers made by other Members will be deleted from the Bulletin Board. 

4.2 Any indication of available holdings that can be purchased through the Bulletin Board is merely indicative and does not guarantee that any holdings are still be available . The selling member has 48 hours to consider any offers that they receive and we and the selling member may remove a post at any time.

4.3 Investors that wish to purchase Investments through the Bulletin Board will receive notifications by email of counter offers, or any other message sent to them by the prospective seller. A purchasing member can choose whether to accept or reject any counteroffer or respond to any message that they receive at their own discretion. 

4.4 If a purchasing member fails to accept an offer to buy any Investments or respond to any message that they receive through the Bulletin Board within 48 hours of receiving the message, the message will be removed and any offer included in that message will be automatically declined.

4.3 Offers to purchase investments can only be made by members who have sufficient funds in their Shojin Account or Shojin IFISA Account and such fund will then be allocated to the relevant transaction.

4.4 The rights and obligations attaching to Investments will be set out in the terms of the investment documentation you are required to acknowledge as part of your application to purchase the Investment.

4.5 Offers to purchase that have been communicated to the selling member through the Bulletin Board but have not been accepted by the selling member can be withdrawn at any time.

5.1 Once we receive notice that a transaction has been agreed between the seller and the buyer, we shall arrange for the payment monies to be transferred from the purchasing member to the selling member’s Shojin Account or Shojin IFISA Account and for the fees and taxes set out in clause 7 to be paid. Upon settlement, we shall arrange for the transaction to be completed and update the records on the Website.

5.2 We shall arrange for transactions to be completed in the order we receive notice of acceptance by the selling member.

This paragraph supplements the Privacy Policy. In order for a member to sell or buy Investments through the Bulletin Board, we might be required to share the member’s personal data (name, address, email address) with HMRC or other parties to the transaction relating to the Investments.

7.1 We shall charge a fee the greater of 1.5% or £50, of the final accepted purchase value of the investment to the selling member. We shall deduct our fees from the purchase price and the net proceeds shall be paid to the selling member’s Shojin account.

7.2 The purchasing member will not be charged any fees by Shojin, but will need to have sufficient funds in their Shojin Account or Shojin IFISA Account to fund both the investment purchase, and for share purchases, stamp duty reserve tax at 0.5% (SDRT) as a condition of the transaction proceeding. We shall collect and pay the SDRT from the purchasing member’s Shojin Account or Shojin IFISA Account to HMRC. Members are responsible for all other taxes. We do not provide tax advice.

8.1 We have no obligation to provide the Bulletin Board service to you and may withdraw it at any time.

8.2 Any amendments we make to these Terms and Conditions will be notified to you when you enter into any transaction through the Bulletin Board and by using the Bulletin Board service, you agree to be bound by the terms in force at the time of the transaction that you enter into through the Bulletin Board. You should never rely on being able to sell your Investments through the Bulletin Board and should always be prepared to hold your Investments for the full term.

8.2 These Terms and Conditions are governed by and to be construed in accordance with English law. In the event of any matter or dispute arising out of or in connection with these Terms and Conditions, you and we shall submit to the exclusive jurisdiction of the English courts.

8.3 If any of these Terms and Conditions is found to be illegal, invalid, or unenforceable by any court of competent jurisdiction, the remainder shall, so far as possible, continue in full force and effect. Nothing in these Terms and Conditions shall operate so as to exclude or restrict any obligation we may owe to you under the UK regulatory system.

8.4 No single or partial exercise, or failure or delay in exercising any right, power, or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms and Conditions or otherwise.

8.5 If you have any questions about these Terms and Conditions, or wish to contact us for any other reason, you can contact us by telephone on: +44 203 871 5959 or by email to: [email protected].