Please read these General Terms & Conditions (“Terms”) as they will govern your relationship with Shard Capital Partners LLP) (“Shard Capital” “we” or “us”).
INTRODUCTION
1.1 These Terms together with any Supplemental Terms set out the terms under which we shall provide you with financial services. They replace all earlier terms or contractual arrangements previously entered between us. Please read them carefully and ask us to explain any points that are not clear to you. These Terms constitute the formation of a contract between you and Shard Capital. These Terms will come into effect on the earlier of the date on which (i) we confirm to you that we have received your correctly completed application form and identification documents, or (ii) we execute a transaction for you or on your behalf. Your legal relationship with Shard Capital is governed by this document, together with the terms set out in other documents which we give you, such as your application form or those documents or disclaimers relating to specific financial products or services. In the event of any conflict between these Terms and other documents relating to specific financial product or services, these Terms prevail.
1.2 Shard Capital is authorised and regulated by the FCA. The FCA maintains a register of all businesses that it regulates at register.fca.org.uk. Shard Capital and its affiliates undertake all dealing, settlement, safe custody, nominee and associated services for Shard Capital.
DEFINITIONS
2.1 In these Terms the following words shall, unless the context otherwise requires, have the following meanings and may be used in the singular or plural as appropriate:
i. “Account” shall mean a transaction account of the Client at Shard Capital.
ii. “Account Statement” shall mean a periodic statement of the transactions credited or debited to an Account.
iii. “Account Summary” shall mean a statement of the Clients securities portfolio, open position’s, margin requirements, cash deposit etc. at a specific point in time.
iv. “Agent” shall mean an individual person or legal entity undertaking a transaction on behalf of another individual person or legal entity but in his/ its own name.
v. “AIM” shall mean the London Stock Exchange Alternative Investment Market. AIM It is designed primarily to enable trading in new, small and growing companies. The shares traded on AIM are considered more high-risk than those listed on the main market.
vi. “API” shall mean Application Programming Interface for the use of alternative trading interfaces or platforms.
vii. “Application Form” shall mean the application form/s completed by the Client and given to the Shard Capital, requesting that Shard Capital open one or more Client Accounts.
viii. “Authorised Person” shall mean a person authorised by the Client to act on behalf of the client.
ix. “Best Execution Policy” shall mean Shard Capital’s principal policy used when executing client orders.
x. “Business Day” shall mean any day on which the London Stock Exchange and banks are open for business in England.
xi. “Clearing House” shall mean a company through which transactions on an exchange may be cleared.
xii. “Client” shall mean means the person or persons described as the client in the Application Form.
xiii. “Client Account” shall mean a transaction or trading account of the Client at Shard Capital.
xiv. “Client Classification” shall mean Shard Capital’s overall, product, or transaction specific classification of Clients.
xv. “Client Money Rules” means the provisions in the FCA’s Client Assets sourcebook relating to client money.
xvi. “Commercial use” shall mean any use of the Trading Platform by Clients which are legal entities or firms;
xvii. “Commissions, Charges & Margin Schedule” shall mean the schedule of commissions, charges, margin, interest and other rates which at any time may be applicable to the Services as determined by Shard Capital on a current basis.
xviii. “Contract” shall mean any contract, whether oral or written, for the purchase or sale of any commodity, security, currency or other financial instrument or property, including any derivatives such as an option, a future, a CFD or other transaction relating thereto, entered into by Shard Capital with the Client.
xix. “Counterparties” shall mean banks and/or brokers through whom Shard Capital may cover its Contracts with Clients or with whom Shard Capital otherwise deals in relation to Clients’ transactions.
xx. “Durable Medium” means any instrument which enables the Client to store information in a way accessible for future reference for a period of time adequate to the purposes of the information and which allows the un-changed reproduction of the information stored.
xxi. “Exchange” shall mean a regulated market or designated investment exchange.
xxii. “FCA” means UK Financial Conduct Authority.
xxiii. “Financial Ombudsman Service” shall mean the independent service set up by law in accordance with the Financial Services Act of 2000 as amended.
xxiv. “Inside Information” shall mean non-published information which is likely to have a noticeable effect on the pricing of a Contract if it was made public.
xxv. “Market Maker” shall mean a professional participant in the financial markets who continuously offers purchase and sale prices for a financial instrument in order to buy and sell respectively in the event of interested Clients.
xxvi. “Market Rules” shall mean the rules, regulations, customs and practices from time to time of any exchange, clearing house or other organisation or market involved in, or otherwise relevant to, the conclusion, execution, terms or settlement of a transaction or Contract and any exercise by any such exchange, clearing house or other organisation or market of any power or authority conferred on it.
xxvii. “MiFID II” means MiFID II Directive and MiFID II Delegated Regulation and any other regulations issued on the basis thereof.
xxviii. “MiFID II Directive” means European Directive 2014/65/EC on markets in financial instruments;
xxix. “MiFID II Delegated Regulation” means European Commission Delegated Regulation 2017/656 supplementing Directive 2014/65/EU as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive.
xxx. “NEX” shall mean a Recognised Investment Exchange under the Financial Services and Markets Act 2000, a Recognised Stock Exchange under S1005 (1)(b) of the Income Tax Act 2007 and a member of the ICAP Group. NEX operates the following market segments:
The NEX Main Board, an EU Regulated Market as defined under Article 4(1)(21) of the MiFID II Directive for officially listed securities which are regulated by the UK Listing Authority or another EU Competent Authority and are subject to the NEX Main Board Admission and Disclosure Standards (primary market).The NEX Growth Market, a market for unlisted securities with a regulatory framework dedicated to the needs of smaller companies.
An SME market (primary market).
The NEX Secondary Market, a trading venue for listed or unlisted (i.e. non-Regulated Market) securities admitted to trading on other EU markets. For more information, please visit www.nexexchange.com.
xxxi. “Nominee Company” shall mean a body corporate whose business consists solely of acting as a nominee holder of investments or other property.
xxxii. “Private use” shall mean any use of the Trading Platform by Clients that are physical persons.
xxxiii. “Retail Client” shall mean a client who is not a professional client or an eligible counterparty, including an individual who is not a firm and an overseas individual who is not an overseas financial services institution.
xxxiv. “Safe Custody Investment” shall mean a designated investment, which is not the property of the firm, but for which the firm, or any nominee company controlled by the firm or by its associate, is accountable; which has been paid for in full by the client; and which ceases to be a safe custody investment when the firm has disposed of it in accordance with a valid instruction
xxxv. “Security” shall mean any securities or other assets deposited with Shard Capital by the Client.
xxxvi. “Services” shall mean the services to be provided by Shard Capital subject to the Terms.
xxxvii. “Settlement Agent” shall mean an agent with or through whom the firm effects settlement of UK settled or foreign settled transactions.
xxxviii. “Settlement/ Trade Confirmation” shall mean a notification from Shard Capital to the Client confirming the Client’s entry into a Contract.
xxxix. “Shard Capital” or “we” or “us” means Shard Capital Partners LLP whose registered office is situated at 23rd Floor 20 Fenchurch Street London EC3M 3BY.
xl. Shard Capital Stockbrokers and Shard Capital Investor Visa are trading names of Shard Capital.
xli. “Share” shall mean the investment, specified in Article 76 of the Regulated Activities Order (Shares etc.), which is in summary: a share or stock in the share capital of: any body corporate (wherever incorporated); any unincorporated body constituted under the law of a country or territory outside the United Kingdom.
xlii. “Small-Cap Share” shall mean a readily realisable security in relation to which the bid-offer spread is 10 per cent or more of the offer price, but not: a government and public security; or a share in a company quoted on The Financial Times Stock Exchange 100 Index; or a security issued by a company which, at the time that the firm deals or recommends to the client to deal in the investment, has a market capitalisation of £100 million or more (or its equivalent in any other currency at the relevant time).
xliii. “Stabilisation” shall mean any purchase or offer to purchase relevant securities, or any transaction in associated instruments equivalent thereto, by investment firms or credit institutions, which is undertaken in the context of a significant distribution of such relevant securities exclusively for supporting the market price of these relevant securities for a predetermined period of time, due to a selling pressure in such securities.
xliv. “Terms” shall mean these General Business terms and conditions governing the relationship between the Client and Shard Capital.
xlv. “Trading Platform” shall mean any online trading platform made available by Shard Capital under the Terms.
xlvi. “Unit” shall mean the investment, specified in article 81 of the Regulated Activities Order (Units in a collective investment scheme) and defined in section 237(2) of the Act (Other definitions), which is the right or interest (however described) of the participants in a collective investment scheme; this includes: (in relation to an AUT) a unit representing the rights or interests of the unit holders in the AUT; (in relation to an ICVC) a share in the ICVC.
CLIENT CLASSIFICATION
3.1 The FCA rules require firms to categorise its clients as retail, professional, or eligible counterparties, as defined pursuant to MiFID II. We will treat you as a Retail Client which means you receive the highest level of protection as determined by applicable regulatory criteria, unless it is agreed otherwise. You may request to be re-categorised, but as such you will no longer qualify for certain protections which only apply to Retails Clients. We will only accept such a request if we are permitted to do so in accordance with regulatory criteria. You agree to notify us immediately if you consider at any point that you no longer fall within the definition of a Retail client.
SERVICES
Services encompass discretionary portfolio management; advisory trading; and execution only trading. These Services are more fully described below
4.1 Discretionary management
Shard Capital offers discretionary management services. If you opt to use this service, Shard Capital will manage, on a discretionary basis, your portfolio of cash and investments. Subject to any instructions from you, Shard Capital shall have full authority at its discretion, without prior reference to you, to enter into any kind of transaction or arrangement for your account. Shard Capital will only exercise discretion in accordance with your investment objectives as prescribed by the applicable FCA rules and in a manner that we believe to be suitable for you.
4.2 Advisory
In providing advisory services, we will advise you, at your request, on entering into investments and exercising your rights in relation thereto. We seek to ensure that our advice is suitable for you. It remains your sole responsibility to inform us of any changes to your circumstances, requirements and objectives.
In terms of the FCA, we may recommend to you any investments which we reasonably believe are suitable for you. All decisions on whether to invest in, hold or dispose of any investment or asset are yours and we will only enter into transactions as you instruct.
4.3 Execution only
You may request to be treated as an execution only client either in respect of all transactions or a specific transaction. This means that we are only able to act on the instructions that you provide and you are responsible for the decisions that you make when you engage our execution only service. Regardless of the type of Services we have agreed to provide you, in circumstances where (i) you have not supplied us with sufficient information (either orally or in writing) about your investment objectives, financial circumstances and the degree of risk you are prepared to accept or (ii) even though you have previously supplied us with information, we may reasonably believe that you are not expecting us to advise you about the merits of a particular transaction, then we will not make any personal or product investment recommendations, and we will interact with you as an execution only client, and you hereby agree to our interaction in this manner.
For more complex products such as derivatives and warrants we may request additional information from you to assess if the product is appropriate. Should you choose not to provide this information and we agree to execute the transaction on your behalf, you agree and acknowledge that we cannot assess whether the investment will be suitable to your needs.
You are responsible for the investment decisions that you make when you engage our Services as an execution only client. We do not accept responsibility on a continuing basis for advising you on the composition of your portfolio.
INVESTMENT RISKS
When providing advisory or discretionary Services to you, if we reasonably believe that a course of action is in your best interest, we may recommend to you or deal for you in investments which carry the risks set out in Part IV. Where receiving execution only Services or you intend to deal in an unadvised capacity, you should have regard to, and agree and acknowledge the limited protections you may receive in respect of suitability and appropriateness.
General and product specific risks are described in Part IV and it is important for you to read these carefully and if you have any questions, you are advised to contact us.
DEALING AND EXECUTION
6.1. Quotations
Deal quotations are available on request. You agree and acknowledge that the market price may have changed between the time at our giving a quotation and the execution of your instructions.
6.2. Execution and Aggregation of Orders
We may arrange or execute transactions on your behalf in any investments for which we have permission from the relevant competent authority, including FCA, to trade, as well as rights to or interests in any such investments.
The Services will be provided in respect of investments traded on the Official List of the London Stock Exchange, the Alternative Investment Market, Plus Markets, Irish Stock Exchange, or such other regulated investment exchange or unquoted securities which we may agree with you from time to time. We may also undertake transactions for you in units in unregulated Collective Investment Schemes.
We may arrange the aggregation of orders, which may, or may not, result in a more favourable price being obtained. We will only arrange this aggregation of your orders with other orders where we reasonably believe that it is in your best interests.
6.3. Order Execution
We are required to put in place an order execution policy (“Order Execution Policy”) and to take sufficient steps when dealing in financial instruments on your behalf to obtain the best possible result. The Order Execution Policy outlines all sufficient steps that Shard Capital must take to ensure that we achieve ‘best execution’, that is obtaining the best possible results for you when carrying out transactions on your behalf.
Should you provide specific execution instructions to us, this may prevent us from taking the steps that are necessary to achieve the best possible result in respect of the order to which the instructions relate.
We will not be liable for any loss, damage or expense which you incur if we are unable to execute an order due to a delay or change in market conditions before the transaction is completed or for any other reason, other than our negligence, wilful default or fraud.
6.4. Principal Trading
Shard Capital may act as principal when dealing with you. This means that we have purchased the shares and are selling them to you. We will always disclose when this is the case. When we act as principal, the price paid by you will be the same price that Shard Capital have paid and you will then be charged a commission and/or an administration fee.
6.5. Instructions
You agree to check all the documentation that we send to you in relation to your instructions. If there are any errors or omissions, you must let us know immediately. If we notice that there is an error or omission in the documentation that we have sent to you in relation to your instructions, we will re-issue correct documentation immediately. You agree to return the original incorrect documentation to us and to repay any overpayments. If you fail to do so you may be committing an offence. We will charge you interest on the overpayment and we will have the right to purchase replacement investments. You will pay for the investments and any costs.
If we fail to accurately carry out your instruction, we will ask you to choose one of the following options below (as appropriate):
i. Instructions to buy an investment: We will either (a) buy investments to put you in the position that you would have been in if we had carried out your instructions correctly; or (b) pay you the difference between the price that should have been paid for the investment and the price that you paid.
ii. Instruction to sell an investment: We will pay you the difference between the price that you obtained on the sale and the price that you should have obtained if we had carried out your instruction correctly.
You must take all reasonable steps to ensure the security of your account. We are not responsible for your acts or omissions, including your losses arising from fraud, wilful default or negligence.
We cannot sell investments for you unless you have the right to sell them. In giving us an instruction to sell an investment you represent, warrant and confirm that you own or have the legal right to sell that investment.
We may rely on and treat as binding any instruction which we have accepted in good faith, and which we believe to be from you or someone entitled to instruct us on your behalf.
We may accept instructions from you verbally or in writing. However, we may, entirely at our discretion, require any instructions given verbally to be confirmed in writing. In the case of a joint account we shall require only one of the account holders’ instructions prior to proceeding.
We may entirely at our own discretion accept limit orders from you. We may accept such orders on a ‘fill or kill’ basis or a ‘good for the day’ basis. We will use our reasonable endeavours to execute such orders; however, we do not guarantee that they will be executed even if the relevant price is met.
We may acknowledge your instructions verbally or in writing (i.e. by post or email). Instructions may only be given during opening times of the relevant market and on business days. Any validly submitted instructions received by us outside these hours will be processed on the following Business Day.
We will assume you have received a communication from us 2 days after we post it to you by 1st class post, 5 days after we post it to by 2nd class post, immediately if sent by fax or when it is received by your internet service provider if sent to you by email.
For execution-only orders, we will not advise on the merits of nor assess suitability of any transaction proposed via instructions received from you. You agree and acknowledge that we will not have any responsibility for the consequences of you entering into any such transaction and that any instructions should be directed in the first instance to us.
We reserve the right at any time to:
i. Refuse any instructions;
ii. Limit the size or value of any instruction;
iii. Impose and/or vary any dealing limit; and/or
iv. Seek additional clarification or verification of instructions where we believe these are unclear. Where investments are held in the name of another person, we may not act on your instructions until we have received satisfactory proof of your authority to deal for that other person.
You must send us any dividends or other benefits which you receive but are not entitled to immediately, we will then send them to the person who is entitled to them.
You will not be held responsible for deals placed using your account code if they have been placed after you have notified us of the loss, unauthorised use or disclosure of your details. Such notification needs to be in writing.
You agree to let us know immediately if you:
i. Lose or disclose your account code to a third party;
ii. Your account code is stolen or if you find out that someone has used your account code without permission, or otherwise dealing or attempting to deal with us without your authority;
iii. Do not receive confirmation by post that we have carried out your dealing instructions within three Business Days of you placing them;
iv. Receive confirmation of a deal which you did not place.
Where there is more than one person who is party to a joint account under these Terms, any instruction, notice, demand, acknowledgement or request may be given by any one of you and any such communication will be treated as binding on the other(s). If you give us conflicting instructions, we have no obligation to act on them. Any notice given by us under these Terms to any party to a joint account will be deemed to be notice to each person interested in the account. If you are a party to a joint account your liability will be joint and several.
6.6. Client Money
As a Retail Client, any money held by us on your behalf will be treated as client money within the meaning of the Client Money Rules. We will, on receiving client money, promptly place this money into a segregated client account held at our custodian bank, and in any event no later than close of next business on the day on which we receive it.
We may pass money received from you to a third party (e.g. a market, intermediate broker, OTC counterparty or clearing house) to hold or control in order to make a transaction through or with that person or to satisfy your obligation to provide a deposit (such as an initial requirement that you provide Margin) in respect of a transaction. Although we will remain responsible for money received from you even if we pass it to a third party, you may be exposed to the additional risk that, in the event of an insolvency or similar in relation to that third party, the amount of money received by us from the third party may not be sufficient to satisfy your claims. However, you may still be able to claim against us for any outstanding amounts.
We may hold client money on your behalf outside the EEA. The legal and regulatory regime applying to any bank or person that holds your money outside the EEA will be different from that of the United Kingdom. As a result, should that bank or person go into insolvency or similar proceedings, your money may be treated differently than it would have been if the money was held with a bank in the United Kingdom. We will not be liable for the insolvency, acts or omissions of any third party referred to in this sub-clause.
Under the FCA Rules, we may hold client money in a Qualifying Money Market Fund (QMMF). Such money will not be held as client money in accordance with the Client Money Rules. The units or shares in any QMMF will be held as safe custody assets in accordance with the provisions of the FCA Rules that relate to the holding of assets in custody by investment firms like ourselves on behalf of clients. In order to hold any client money in a QMMF, we are obliged to gain your express consent.
All other client money can be placed on accounts with notice periods of, or on deposit for fixed terms of, up to 90 days. By Shard Capital placing your money in notice or term deposit accounts does not directly affect your ability to withdraw or deal with funds on your account. However, this money may not be immediately available to you in the ‘Event of Default’ of Shard capital or any nominee or sub-custodian.
To avoid doubt, you accept that you will not be entitled to any interest received in the segregated client account held at our custodian bank and that we shall retain all such interest.
If you are categorised as a Professional Client or an Eligible Counterparty, we may treat any money held by us on your behalf as a transfer of full title or full ownership of such money by you to us for the purpose of securing or otherwise covering your present or future, actual, contingent or prospective obligations unless we agreed with you otherwise in writing. Accordingly, such money will not be regarded by us as client money.
You agree that, in the event that there has been no movement on your account balance for a period of at least six years (notwithstanding any payments or receipts of charges or similar items) and we are unable to trace you and return your account balance to you, despite having taken all sufficient steps to do so, we may cease to treat your money as client money and accordingly release any client money balances from the segregated account. You agree that we may cease to treat your money as client money and pay away the money to a registered charity. In such circumstances, we (or an Associated Company of ours) will unconditionally undertake to pay you a sum equal to the relevant client money balance paid away in the event that you seek to claim the client money balance in the future.
In the event that there has been no movement on your account balance for a period of at least six years (notwithstanding any payments or receipts of charges, interest or similar items) and we are unable to trace you despite having taken reasonable steps to do so. When the account is closed by either party, Shard Capital will take all sufficient steps to pay out any residual balances over the amount of £5 which accrue after account closure. Any accrued amounts below £5 may be donated to a charity of Shard Capital’s choice.
Any money to be returned, however Shard Capital received it, will be returned to the source it originated subject to the normal banking clearing times.
If the funds are received via debit card, we do not accept any liability for delays or errors in processing the transaction when it is out of our control.
6.7. Custody Assets
Where we hold your Securities as custodian in accordance with the FCA Rules in respect of client assets we may employ third parties to act as a sub-custodian or an agent in respect of your Securities. We may open accounts with and deposit Securities with the sub-custodian. Where we appoint a sub-custodian, we will use reasonable skill and care in selecting, using and monitoring them but we will not be liable for their acts or omissions, insolvency or dissolution other than as a result of our negligence, wilful default or fraud.
Securities will be held by, and registered in the name of you, or a nominee controlled by us or a sub-custodian. Detailed records will be held of any of your funds a sub-custodian holds for your benefit and stating that they do not belong to Shard Capital or any sub-custodian. Registration in the name of a nominee, custodian or sub-custodian may mean you lose incentives and shareholder benefits attaching to Securities.
You authorise us to arrange for some of your Securities to be held outside of the UK. Where this is the case Securities will be held by, and registered in the name of a third party or in our name where they will be subject to the settlement, legal and regulatory systems that apply in such jurisdictions. Practices for the identification of Securities may also differ depending in which jurisdiction they are held.
Your Securities may be held in ‘pooled accounts’ with securities of other clients of Shard Capital in one account, like with like. A number of different institutions may be used to spread the risk of default. Shard Capital will maintain records of your interests in the Securities which have been pooled. Your right to specific Securities may not be identifiable. Where there is a default by us or our sub-custodian resulting in a shortfall, you may be required to share in that shortfall in proportion to the value of the Securities, which Shard Capital or our sub-custodian hold for you with other clients. This does not limit your rights against us or our sub-custodian in any way.
Where your Securities are held by a nominee or sub-custodian, independent to us, we cannot guarantee or accept any liability, that you would not lose your Securities if the nominee or sub-custodian fails. In order to show that the Securities are not available to the creditors of that nominee or sub-custodian we will take sufficient steps to ensure that their records show that the Securities are yours and that the do not belong to us, the nominee or sub-custodian.
Where your assets are held by a nominee or sub-custodian, we cannot ensure that you would not lose any assets if the entity fails. In order to show that the assets are not available to the entity’s creditors, we will take reasonable steps to ensure that their records reflect that the assets are held for you and that they do not belong to us or the nominee or sub-custodian.
In some jurisdictions, local law might not allow your assets to be separately identifiable from our assets or those of the nominee or sub-custodian. You might be at greater risk of loss if the nominee or sub-custodian fails.
We or our sub-custodian will hold any physical documents of title (including bearer stocks).
You authorise us and our sub-custodian to hold or transfer assets (or entitlements to them) to securities depositaries, clearing or settlement systems, account controllers or other participants in the relevant systems in the course of providing the Services. This applies to assets that are uncertificated or transferable by book entry transfer. These assets or entitlements will be separately identifiable from any assets or entitlements held in the same system for our account.
You acknowledge, accept and expressly consent that Shard Capital are entitled to:
i. pass on Security received from you in order to satisfy our obligations to any third party;
ii. charge, pledge or grant any security arrangement over Security in order to satisfy our obligations to any third party in which case the Security may or may not be registered in your name;
iii. lend Security to any third party in which case the Security may or may not be registered in your name;
iv. return to you equivalent Security in place of the original Security deposited by you.
We shall not be obliged to account to you for any income received by us as a result of carrying out any of these activities.
We may use a commercial settlement system to settle trades on your account and in such instances, there is a period of time known as the Delivery versus Payment (DVP) window. During the DVP window, we may not treat your assets as client assets or your money as client money. In these circumstances, the following provisions for the treatment of your cash and assets will apply:
i. For a purchase on your account, the DVP window starts from the date on which you fulfil your payment obligation to us. The DVP window will then close on the earlier of the date on which the DVP transaction settles or the Business Day following the date on which you fulfil your payment obligation to us. If you have fulfilled your payment obligation and delivery of the asset has not occurred by close of business on the third Business Day following fulfilment of your payment obligation, we will treat your money as client money until such time as the asset is delivered to you.
ii. For a sale on your account, the DVP window starts from the date you fulfil your delivery obligation to us. The DVP window will then close on the earlier of the date on which the DVP transaction settles or the third business day following the date you fulfil your delivery obligations to us. Where payment has not occurred by close of the third business day following the date on which you complete your delivery obligation to us, we will treat your asset as a client asset until we make payment to you.
Securities held or deposited with us cannot be put up as Security, in whole or in part for any of your obligations towards another third party without the written consent from us; such consent shall not to be unreasonably withheld.
Unless the terms applying to a particular type of transaction specify otherwise, the collateral value of the Security that you provide will be valued by us on the basis that we reasonably determine to be appropriate. This valuation may reflect, amongst other things, our view as to the level of availability of the assets provided as Margin or the discount to the current market value of the Margin that we consider reflects its market risk.
We or the sub-custodian appointed shall be responsible for claiming and receiving all interest payments, income and other unless otherwise agreed, any dividends paid on Securities held on custody by us will be paid to you less any applicable default withholding tax and will be credited to your Account.
You authorise us and our sub-custodian to hold or transfer Securities to securities depositaries, clearing or settlement systems, account controllers or other relevant systems.
If there are unclaimed safe custody assets that have been left in your account for at least 12 years, and within the 12 years no instructions have been received from you with Shard Capital taking all sufficient steps to contact you, the assets may be paid to a registered charity of Shard Capital’s choice.
In order to ensure protection of your Custody Securities, Shard Capital exercises due skill, care and diligence in its selection, appointment and periodic review of External Custody Providers and its arrangements with External Custody Providers. Shard Capital uses well reputed External Custody Providers with particular expertise in provision of custody services and takes into account relevant UK legislation on safekeeping of financial instruments. Shard Capital’s arrangements with External Custody Providers include covenants ensuring segregation and identification of Custody Securities. In addition, Shard Capital member of the Financial Services Compensation Scheme.
6.8. Corporate Actions
A rights issue is when an existing stockholder is offered a number of new shares proportional to their holding at a specified price for subscription by a specified date. These new shares may be renounceable (tradable) or non-renounceable.
If the client is holding a stock for which there is a right issue the client will receive the rights and have the opportunity to subscribe for new stocks, ignore the rights or sell the rights, if possible.
In order to prevent renounceable rights from becoming worthless when they expire, if the client by the Instruction Deadline has not instructed Shard Capital, Shard Capital may, but is not required to, sell the rights (if possible) on behalf of the client before the expiry of the rights. The proceeds from a sale of rights will be deducted the standard commission of the Account.
If the rights are non-renounceable, they will, if not exercised, be worthless at expiry.
Shard Capital will notify the client about conversions of convertible bonds held in custody with Shard Capital, provided that Shard Capital has been made aware of such conversions and can notify the client within the stipulated deadlines. Such notification will be for information only and will not be a recommendation. Within the deadline set by Shard Capital, the client must inform Shard Capital whether the client wants to (i) convert the bonds into shares or (ii) collect the proceeds from the bonds at maturity. If Shard Capital does not receive instructions from the client within the deadline set by Shard Capital, the convertible bonds will be allowed either to mature or to wait for a subsequent offer or conversion.
In the case of other Corporate Actions, Shard Capital, to the extent required, may seek to obtain instructions from the client and will otherwise seek to handle such Corporate Actions in the best interest of the client to the extent that time and operational procedures will allow. Shard Capital will have no liability for anything done or not done in the discretion of Shard Capital acting in good faith. Special local rules may apply to certain Corporate Actions.
The client is made aware and acknowledges that in voluntary Corporate Action where the alternative to a cash settlement is the settlement in a security that is not supported by Shard Capital, the client will not have the option to choose, but will be given the cash settlement.
It is standard practice for depositary receipts to charge an annual administration fee per share depending on the issuing depositary bank. The intent of the fee is to cover costs for the banks that take on the operational processes necessary to issue and trade the depositary receipt line. Typically, the fee is deducted when dividend payments are made, however, in case the depositary receipts do not pay a dividend or did not include the custodial fee in their dividend events, the fee will be administered through fee-only events.
The dividend fee is stipulated in the deposit agreement between the depositary bank and the company based upon industry standards.
The fee per depositary receipt is not dependent on the total amount of dividend being paid, but the amount of securities held.
Shard Capital may charge commission and fees related to Corporate Actions. The prevailing trading costs are set out in the Commissions, Charges & Margin Schedule.
Taxes and fees may also occur on Corporate Actions such as fee on a stock dividend or tax on a merger. When such taxes and fees occur Shard Capital may debit the client’s Account accordingly.
6.9 Charges and Payment for Transactions
Our charges will be in accordance with our published rates in effect at the time the charges are incurred. You agree to pay us our charges when these fall due. There may be other charges for each contract to cover settlement/ compliance costs. A copy of our published rates has been notified to you at or before the time the charge is incurred. You agree that we can deduct these charges from your account with us. The equity charges can be found on our website at https://www.shardcapitalstockbrokers.com/charges-2018/
In addition to our charges you will be responsible for payment of any and all stamp and other duties, taxes, impositions and fiscal charges (in each case wherever in the world imposed), brokerage clearing and settlement fees, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us on your behalf and if any applicable, value added tax or a similar charge.
We may impose certain additional charges as set out in our published rates which you hereby agree to be liable for in the event that you fail to comply with your obligations under these Terms. In particular, if you default in paying any amount when due, interest will be payable by you at the rate specified in our published rates, and in addition you will a charge for each letter concerning your breach of your obligations.
If we should enter into a transaction on your behalf using the London Stock Exchange SETS trading system or any other trading system which imposes any liability on us (in whatever capacity) we reserve the right to make additional charges to reflect the additional risk we are incurring including (without limitation) a mark-up or mark-down on the price of the investment concerned (that is at a premium or discount to the amount at which we will actually purchase or sell the investment concerned). Should we do so you will be notified at the time and details of any additional charges will be shown on the contract note issued to you.
In addition to paying any commission and charges due to us you will reimburse us for any costs and expenses which we may incur which are directly attributable to you. These charges may include (without limitation) the costs of providing information to third parties (such as your accountants or auditors), valuations, or our involvement in legal proceedings brought against you.
We shall be entitled at any time with or without notice to you to debit your account for any amounts due to us. We will be entitled to set off any amount due to you against any amount due to us, paying you or you paying us the resultant net balance.
All cheques should be made payable to Shard Capital’s client account except for settlement of an invoice for fees
6.10. Accounts
Shard Capital will make available to the Client a Settlement/ Trade Confirmation in respect of any transaction or contract entered by us with or for you and in respect of any open position closed by us for you. Settlement/Trade Confirmations will normally be issued following the execution of the transaction.
An account summary and account statement is available to you through the account portal. The account statement will normally be updated every Business Day. By accepting the Terms you agree not to receive any account statements or account summaries in printed form from Shard Capital other than upon specific request. Where access to the account portal is not available to clients, statements will be provided to you at least annually (or for Retail clients, at least six monthly). Any notice or other communication to be provided by us under the Terms, including account statements, may be sent by us at our option to you in electronic form by email or by display on your account summary on the account portal. You are required to provide us with an email address for this purpose. We are not responsible for any delay, alteration, redirection or any other modification the message may undergo after transmission from us. A message on the Account on the Account Portal is considered received by the Client when Shard Capital has placed the message on the Account Portal. It is your responsibility to ensure that your software and hardware setup does not stand in the way of your receiving emails or get access to the account portal from Shard Capital.
6.11. Settlement
Whenever we execute your order we will confirm the transaction by sending you a contract note in accordance with the FCA rules showing amounts due to you or from you on the stated given settlement date and giving other essential details of the transaction.
You agree to settle in full the cost of purchases, and all other amounts owing to us in accordance with and on the dates shown on contract notes, invoices and statements. We reserve the right, and are authorised by you, not to settle transactions or accounts with you unless and until we have received all necessary documents or money to debit your account with all charges, interest and other costs incurred in accordance with these Terms. Please note that should you fail to comply with your settlement obligations we may exercise all or any of the rights we reserve to apply the additional charges referred to under Charges and Payments for Transactions and/ or sell securities held by you with us to cover costs and/ or purchase at your cost, stock to fill delivery.
You are obliged to and hereby agree to make available cleared funds to settle purchases on or before the settlement date, or if you are selling investments, to deliver to us the investments being sold at least two Business Days prior to the settlement date. Any documents of title shall be dispatched to you by first class post or courier and to the latest address notified to us by you and at your sole risk. We shall have no responsibility for any failure in delivery to you on the part of the postal system or courier. If within 28 days of the settlement date of your bargain you do not receive a certificate for a purchase and/ or a balance certificate in respect of a sale you must telephone us immediately. We will accept no responsibility for any non-delivery outside this deadline where our records show the certificate has been dispatched.
6.12. Rights of lien and set off, power to sell and make repurchase
In the event that we do not receive settlement money on or before the date they are due, we may:
i. Sell any securities purchased or cancel any transactions made on your behalf. You agree to indemnify and keep us indemnified for any losses or expenses arising out of or in connection with such action;
ii. Charge interest on any money due to us at the rate of 2.5% per annum above LIBOR during the period of default (before and after judgement).
We agree to provide three (3) Business Days’ notice that interest will be charged. Interest will cease to be charged upon receipt of money due.
In the event that we do not (or the relevant custodian does not) have possession of all necessary investments for delivery under the transaction, we may, at our discretion, buy any investment or other property where this is, or is in our reasonable opinion likely to be, necessary in order to settle the transaction. You shall reimburse us for the full amount of the purchase price plus all associated costs and expenses.
GENERAL
7.1. General
In event of there being any inconsistency between any of these Terms and any relevant rule of the FCA or any Exchange or market (including any associated clearing house or clearance system) the relevant rule will take precedence.
In these Terms, references to any law, statute or regulation or enactment shall include references to any statutory modification or re-enactment thereof or to any regulation or order made under such law, statute or enactment (or under such a modification or re-enactment).
In the event that any provision or any part of any provision of these Terms is held to be unenforceable or illegal, in whole or in part, such provision or part shall to that extent be deemed not to form part of these Terms but the enforceability of the remainder shall remain unaffected.
The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and only the parties to it may enforce and benefit from these terms.
We may amend, suspend and/ or terminate any or all of the Services at any time. Where reasonably practicable we will give advance notice of this but this may not always be possible and/or practical for business reasons.
No failure or delay by either of us in exercising any right, power or privilege in these Terms shall operate as a waiver thereof nor shall any single or partial exercise by us of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.
You consent to our assigning, or transferring responsibility for the performance of any of our obligations in these Terms and the rights or benefits hereunder to such transferee as we may determine, provided such transferee shall (if required) be permitted to carry on the same business as us.
We may also appoint sub-contractors, agents or other parties and otherwise delegate such obligations and functions as we shall be required to perform in accordance with these Terms, as we shall in our absolute discretion determine.
Your rights under the Terms are personal to you and are not capable of assignment, your obligations under the Terms may not, without our prior written agreement, be performed by anybody else.
We may employ agents selected by us on any terms which we think appropriate.
7.2. Entire Agreement
These Terms, together with any documents referred to in them, and together with any other written agreement between you and us, constitute the whole agreement between us relating to its subject matter and supersede and extinguish any previous arrangement, understanding or agreement, whether in writing or oral, relating to such subject matter.
7.3. Termination
These Terms shall remain in full force and effect until terminated in accordance with this clause.
These Terms may be terminated by either party upon giving the other party written notice of termination, which will take effect immediately, unless otherwise specified in the notice. If we terminate these Terms we will give you at least 10 Business Days’ notice of the termination. If we have serious grounds or valid reasons for doing so, we may however terminate the Terms with less than 10 Business Days’ notice, including immediately.
Your Account will not be closed merely because there is a nil balance or you have sold all your investments. If charges accrue on the deposit accounts, you will still be liable for them and we retain the right to debit your deposit account in the usual way.
Where you have not traded on an Account for a period exceeding twelve months and we are not holding Investments or cash on your behalf, we reserve the right to suspend or close your Account without prior notification. Please contact us if you require further details of what this means.
In the case of an individual, the agreement constituted by these Terms will terminate automatically when we receive notification of your death. Your Account will be suspended and dealt with appropriately on instruction of your personal representative once a grant of probate or letter of administration has been received by us.
On the death of one of the joint holders, the ownership of such cash and investments passes automatically to the surviving joint holder(s) unless we are advised otherwise at the time of the first death. The surviving joint holder(s) must notify us immediately of the death of a joint holder(s), and provide us with a certified copy of the death certificate.
The agreement constituted by the Terms will terminate in the event of Shard Capital entering into insolvency, being convicted of a criminal offence or being in material breach of its fiscal responsibilities.
On termination, the parties undertake to complete all Contracts that are already entered into or under execution as soon as possible. Termination will be without prejudice to the completion of transactions already initiated. All transactions in progress will be executed in accordance with your instructions and these Terms shall continue to bind parties in relation to such transactions.
Any termination is subject to the settlement of any outstanding transactions and the payment of any charges and other amounts due (which become due and payable immediately). If you request us to re- register or transfer your securities, you will be liable to a fee to cover the cost. If you decide to transfer management of your positions or alter the power of attorney which permits Shard Capital to operate your account, an administration fee equal to 1% of the overall value of the positions held in your account will be deducted at the time of such transfer. This charge will be deducted to cover all costs associated with re-registrations or transfers.
Upon termination of these Terms we will be entitled, without first giving notice, to stop providing you with access to the Trading Platform.
The termination of these Terms will not affect any rights which may already have risen or obligation which may already have been incurred by either party under these Terms.
If we exercise our right to end or suspend your use of the Services we will not be liable for any losses, which may be suffered by you due to a decrease in the value of your investments between the date you purchased, and the date we sold them.
7.4. Notices and Communications
Except as otherwise expressly provided, any notice which either party is required or authorised by these Terms to give or make to the other shall be in English and given in writing and sent by post or email in accordance with the “notices and communication” clause.
Notices sent by post shall be sent by first class post to the registered address (being the relevant registered address at the time such notice is sent) and deemed received on the second Business Day after posting. Notices sent by email shall be deemed received on the earliest of the following: receipt by the sender of a read receipt; confirmation from the recipient of receipt; or the first Business day after they arrive at the recipient’s mail server.
Communications in relation to these Terms and the Services provided under it may be in writing, by email or other electronic means, or orally (including by telephone). You specifically consent to us providing you with information (whether or not personally addressed to them) in an electronic format, either by means of our website www.shardcapital.com, or by email using the address you have provided us from time to time. Except where expressly provided otherwise, the language of communication between us shall be English.
We, an associate or our respective employees may, within the parameters laid down by the FCA, communicate an unsolicited real-time communication to you where we consider this to be appropriate. You agree that we may make such a communication. Please notify us if you wish us not to do so. Shard Capital will always accept your request not to continue a particular discussion.
7.5.Telephone Recordings
You agree and acknowledge that FCA rules require us to record all telephone conversations that result or may result in an Order or transaction and therefore consent to all telephone conversations between us being recorded without use of a warning tone for the purposes of recording the material terms of the transaction and information in relation to the transaction to establish facts and/ or to ascertain compliance with regulatory or self-regulatory practices or procedures.
We are required to keep a record of the recording for a period of five years or where required by the FCA, up to seven years. On request, a copy of the recording will be made available to you for up to five or seven years (as applicable) from the date the communication was made. We reserve the right to charge you a reasonable fee in connection with complying with any request to make copies of such recordings available to you.
All recordings and other records are our sole property and may be used as evidence in the event of a dispute.
7.6. Client Communication
We will provide information to clients about the benefits, risks and costs associated with our products and services to help them understand what they can reasonably expect. We will provide appropriate information in a way that aims to be clear, fair and not misleading. We will pay due regard to our clients’ information needs in a timely way.
7.7. Liability and Indemnity
You agree to indemnify us, against any liability or expense which may be incurred in the proper exercise of our powers and duties in connection with these Terms. We are not liable to you for any losses unless directly caused by our negligence, wilful default or fraud.
We shall take all reasonable care in performing our duties and obligations to you under these Terms but we are not liable to you for any losses arising from any cause beyond our reasonable control, losses which we could not reasonably have anticipated when you gave us an instruction or losses in relation to any loss of business, loss of goodwill, loss of opportunity or loss of profit.
Under no circumstances will we be responsible or liable for any consequential loss including but not limited to any loss of business opportunity arising directly or indirectly out of or in consequence of anything done or omitted to be done by us or the breach by us of any obligation due to you. Nor shall we be responsible or liable for the tax consequences of any transaction which we may effect for you.
In the absence of instructions from you, we reserve the right to take any action, we consider appropriate to protect our interests. If we do so, we reserve the right to pass onto you any cost, loss and expenses that may be incurred by us.
You agree that the only duties or obligations we owe you are those set out expressly in these Terms.
Nothing in these Terms exclude or restrict any liability to you, which by law or FCA rules cannot be excluded or restricted.
7.8. Tax
We do not offer tax advice and accept no liability for tax consequences of advice provided to you. We will not provide or be responsible for the provision of any tax or legal advice.
We may recommend shares in companies that are EIS (Enterprise Investment Schemes) qualifying. It is your sole responsibility to seek appropriate tax and legal advice.
7.9. Complaints and Compensation
All complaints should be directed in the first instance to our Compliance Officer at the following address: Shard Capital Partners LLP, 23rd Floor 20 Fenchurch Street London EC3M 3BY.
We will endeavour to resolve your complaint as quickly as possible, but in any event will acknowledge receipt of your letter within five business days. The acknowledgement will include a full copy of our internal complaints handling procedure. Upon resolution of your complaint, we will send you a final response letter, which sets out the nature of that resolution and any applicable remedy. If, for any reason, you are dissatisfied with our final response, please note that you are entitled to refer your complaint to the Financial Ombudsman Service. A leaflet detailing the procedure will be provided in our final response.
We participate in the Financial Services Compensation Scheme and will provide you with details of the cover and protection that the scheme provides you with upon request. Further information is also available from the FCA
7.10. Conflict of Interest
You acknowledge that when we process an instruction from you, we or a connected person may have a material interest in relation to the investment or transaction concerned which may give rise to a conflict of interest.
We require staff to comply with an independence policy. This means that they must disregard any material interest or conflict of interest when providing our services to you. Such a conflict may arise because:
i. We may deal in investments where a connected person is involved in a new issue, rights issue, takeover or similar transaction concerning the investment;
ii. We may match your transaction with that of another customer;
iii. We may trade or deal in investments purchased or sold by you.
We have a conflicts of interest policy and take steps to mitigate any potential conflicts of interest. In the event of a conflict of interest arising where we identify that our actions to manage the conflict of interest is not sufficient to ensure, with reasonable confidence, that risks of damage to your interests will be prevented, we will disclose the general nature and/ or sources of conflicts of interest before undertaking business for you. Our Conflicts of Interest Policy can be provided to you upon request.
7.11. Data Protection and Disclosure of Information
We may need to collect personal information from our customers, employees and/or potential customers to ensure that we are providing the correct information in relation to the services we offer. Such data is collected from employees, customers, suppliers and clients and includes (but is not limited to), name, address, email address, data of birth, IP address, identification numbers, private and confidential information, sensitive information and bank details.
We may also be required to collect and use certain types of personal information to comply with the requirements of the law and/or regulations, however we are committed to processing all personal information in accordance with the General Data Protection Regulation (EU) (2016/679) (“GDPR”), UK data protection laws and any other relevant data protection laws and codes of conduct (herein collectively referred to as “the data protection laws”).
The Company is registered with The Information Commissioners Office (ICO) which is an independent regulatory office who reports directly to Parliament and whose role it is to uphold information rights in the public interest.
The Company appears on the Data Protection Register as a controller of personal information with ICO Registration number ZA014858.
The protection of personal data requires that appropriate technical and organisational measures are taken to demonstrate a high level of data protection. We have adopted a number of internal and external data protection policies, which must be adhered to by employees of the Company. Please see our Data Privacy Notice and Data Privacy Policy on our website.
7.12. Amendment
We reserve the right to alter these Terms at any time. Alterations may be made to make it fairer to you, more easily understandable, correct a mistake, cover a development in the service, reflect a change in market conditions or practice, reflect a change in the law or regulation or any code or application of practice, reflect a change in technology, cover a development or change on our service or facilities, ensure good management or competitiveness of our business or for any other reason that we may deem to be valid. You are deemed to have consented to any alteration that may be effected to these Terms if you continue to receive the Services or if we do not receive notification otherwise from you, in writing, within the time that the changes were notified to you and their coming into effect.
7.13. Jurisdiction
These Terms are subject to English Law and you agree to submit to the exclusive jurisdiction of the English courts in the case of any dispute regarding them. These Terms sets out the terms of business relating to our provision of these Services to you subject to any subsequent amendments that may be notified. You agree that if any part of this agreement is found to be invalid or unenforceable by any court, this will not affect the rest of the agreement, which will remain in full force and effect.
You waive any objection which you might now or hereafter have to the exclusive jurisdiction of English courts as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with the legal relationships established by these Terms or otherwise arising out of or in connection with these Terms and you agree not to claim that any such court is not a convenient or appropriate forum.
PART II
ISA AND JUNIOR ISA
Applicable to Client Accounts were a client has elected to use the specific product discussed hereunder.
DEFINITIONS
i. ‘Regulations’ shall mean the Individual Savings Account Regulations 1998 as amended.
ii. ‘Shard Capital ISA’ is a Stocks & Shares ISA which holds investments eligible for a Stocks & Shares ISA as defined by the Regulations.
iii. ‘Shard Capital Junior ISA’ is a Stocks & Shares Junior ISA which holds investments eligible for a Stocks & Shares Junior ISA as defined by the Regulations.
iv. ‘Registered contact’ means a person with parental responsibility for an eligible child who applies to open a Junior ISA on their behalf.
v. A child is an ‘eligible child’ if, when the account application is made:
They are under age 18;
They were born on or after 3 Jan 2011, or do not have a Child Trust Fund Account;
They are resident in the UK, or are a UK Crown servant, married to or in a civil partnership with a Crown servant, or a dependent of a Crown servant.
vi. ‘Tax year’ means the period from 6th April one year to the 5th April the following year.
NEW APPLICATIONS
You may subscribe to an ISA for any tax year for which you are either resident or ordinarily resident in the United Kingdom for tax purposes. You may also subscribe where you perform duties as a Crown servant outside of the UK which are treated as being performed in the United Kingdom or are the spouse or civil partner of such a person. A person with parental responsibility for an eligible child may apply to open a Junior ISA on their behalf and thereby become the registered contact. Once a Junior ISA is open, any person may make subscriptions to the account. We not offer cash ISA or cash Junior ISA.
If you are applying for an ISA or Junior ISA for the next tax year, our custodian Jarvis Investment Management shall hold your money in a client bank account until 6th April. No interest is paid on this money. On the first working day of the new tax year we will open your ISA or Junior ISA and make investments in accordance with your instructions.
Your application will need to contain your original signature. We will only consider applications made by a third party where we are satisfied that a registered lasting power of attorney is in place or, if the third party is acting under a general or enduring power of attorney, that you are physically incapable of signing the application.
In accordance with the Regulations:
i. The ISA Investments will be in your beneficial ownership;
ii. The Junior ISA will be for the beneficial ownership of the eligible child;
iii. Title in the ISA or Junior ISA Investments will be vested in the name of a nominee company owned by us, or will be held as we direct;
iv. The Certificate evidencing title to each ISA or Junior ISA Investment will be held by us or as we may direct;
v. We shall, if you so elect, arrange for you to receive a copy of the annual report and accounts issued by every company or other concern in respect of shares, securities or units which comprise your ISA or Junior ISA Investments;
vi. We shall be under an obligation (subject to any provisions made by or under any other enactment and if you so elect) to arrange for you to be able to attend shareholders’, security holders’ or unit holders’ meetings; to vote; and to receive in addition to the annual report and accounts any other information issued to shareholders, securities holders or unit holders;
vii. We shall satisfy ourselves that any person to whom we delegate any of our functions or responsibilities under these Terms is competent to carry out those functions or responsibilities;
viii. We will notify you if, by reason of any failure to satisfy the provisions of the ISA or Junior ISA regulations, a ISA or Junior ISA has, or will, become void; and
ix. Your ISA or Junior ISA shall not be given as security in respect of money borrowed by you or on your behalf.
We do not accept standing instructions in respect of matters regarding the taking up of rights attached to your account, receiving of annual reports or accounts or arranging attendance of meetings or to vote and additional reports or other information referred to above for all investments held in your account. If you wish to exercise these rights referred to above, in respect of more than one investment held in your account, you must make a written request in respect of each relevant investment. Where there are insufficient funds within the account to take up the rights issue in full, we will arrange for the maximum amount of rights to be taken up from your cash balance, none if necessary.
You authorise us to reclaim from HMRC all tax deductions and refunds to which you are entitled in relation to the ISA or Junior ISA.
INVESTMENTS
We will invest your money into an ISA or Junior ISA in compliance with the requirements of HM Revenue & Customs. This means we shall provide to HM Revenue & Customs all particulars of your account which they may reasonably request and to exercise the duties and powers conferred to us under the Regulations; these include all claims for repayment of, or credit against, tax in respect of the account as well as providing account management services including record keeping, reporting, dealing, compliance with the Regulations and Rules of HM Revenue & Customs.
You may transfer an existing ISA or Junior ISA to Jarvis Investment Management in cash or stock. Following a transfer, investments will be made when we have received the proceeds from your existing ISA or Junior ISA Manager. Any subsequent payments (which may include outstanding dividends and tax credits) will be held within your account awaiting your instructions.
CONSOLIDATION
All new money invested in the Shard Capital ISA, including transfers, will be held as one account. This means our custodian Jarvis Investment Management shall administer all your Stocks & Shares ISAs for different years as one account. This principle also applies to the Shard Capital Junior ISA. You can also elect to consolidate previous ISAs into your Stocks & Shares ISAs so they too can be held, managed and charged as one account. If you do not consolidate previous ISAs, they will be held, administered and charged separately from each other.
DIVIDENDS AND INCOME
Where investment income is received net, we reclaim tax where permitted by, and in accordance with, current HM Revenue & Customs regulations. Jarvis Investment Management will reclaim UK tax credits on dividend income, where appropriate, up to the 5th day of each month (unless a gross payment has been received), or the next working day if the 5th day falls on a weekend, and it will receive the tax credit approximately seven weeks after that date.
CHARGES
We may apply any cash and realise investments (forming part of the Account) for payment of charges, reimbursement of expenses and payment of any tax in respect of your Account that you are bound to pay under the relevant regulations.
7. TRANSFERS, WITHDRAWAL AND DEATH
Upon receipt of your written instruction (and within the time frame specified by you – which may not be less than 30 Business Days) all or part of your account shall be transferred to another ISA or Junior ISA Manager. Generally, we will complete your instructions within 30 Business Days, occasionally it may take longer to complete due to factors beyond our control. Transfers will take place in the form of cash but stock transfers are also permitted. Our fee for transferring as stock is £10 per holding.
On the Junior ISA holder’s 18th birthday the account will become an ISA. All correspondence from this point will be addressed to the account holder, and they will have full authority to place investment instructions and make withdrawals. Junior ISA Withdrawals (either capital or income) from a Junior ISA are not permitted prior to the child’s 18th birthday, except in the event of terminal illness or death.
In the event of terminal illness, the registered contact may make a claim to HMRC to be allowed to access the funds in the child’s Junior ISA. HMRC will issue a letter of acceptance which must be handed to us. Should the child die before they reach 18 years, the Junior ISA will be death with in accordance to the termination clause.
If you hold an ISA, in the event of your death, your ISA (and any tax exemptions associated with the ISA) will cease from the date of your death. On receipt of a certified copy of your death certificate, the ISA wrapper will be removed. The investments in the former ISA will be dealt with in accordance with the termination clause.
VOIDING AND REPAIR
In certain cases of breach of Regulations, HM Revenue and Customs may allow the position to be repaired and the ISA or Junior ISA to be continued, subject to a penalty or to some action being taken in relation to the ISA or Junior ISA.
Should the breach not be repairable, it will be considered void (invalid) and you will lose your tax exempt status. In these circumstances, we will notify you or the registered contact as soon as practicable. If we have to take action to repair your ISA or Junior ISA or to transfer assets from a void ISA or Junior ISA into another account or elsewhere, you must pay us any charges that we incur in doing so.
Provided that we act in good faith we shall not be liable for any loss or tax liability incurred by our taking or not taking action in these circumstances, nor if tax exempt status of your ISA or Junior ISA is nevertheless lost.
PART III
MULTI-ASSET TRADING ACCOUNT
The following provisions are applicable to Client Accounts in circumstances where a client has elected to use the specific product discussed hereunder. Subject to your client classification, to satisfy our regulatory obligations to you, additional supplemental terms (“Supplemental Terms”) may apply to how we are able to provide products and services to you. For any Supplemental Terms please refer to https://www.shardcapitalstockbrokers.com/factsheets-and-docs-information/
DEFINITIONS
i. “CFD Contract” or “CFD” shall mean a contract which is a contract for difference by reference to fluctuations in the price of the relevant security or index.
ii. “Contract Option” shall mean a contract between Shard Capital and a Client, the terms of which correspond in all respects to the terms of an option, which is quoted, listed or ordinarily purchased or sold on and cleared through a regulated market place or another market.
iii. “Debenture” shall mean the investment, specified in article 77 of the Regulated Activities Order (Instruments creating or acknowledging indebtedness), which is in summary: any of the following which are not government and public securities: debentures, debenture stock, loan stock, bonds, certificates of deposit, any other instrument creating or acknowledging indebtedness.
iv. “Debt Instrument” shall mean Debentures, debenture stock, loan stock, bonds, and certificates of deposit or any other instrument creating or acknowledging indebtedness.
v. “FIFO” is an abbreviation of “First in – First Out” and shall mean that in the event one or more contracts with the same characteristics shall be closed, Shard Capital will as a point of departure close the older contract first.
vi. “Margin” means a sum of money (or, where agreed, other collateral) required to protect us against potential losses on a Transaction which you are required to hold in your Account in order to open and maintain a Transaction;
vii. “Margin Trade” shall mean a contract opened and maintained based on a margin deposit as opposed to a contract based on a purchase price.
INVESTMENTS AND INSTRUMENTS
Subject to the Client fulfilling its obligations under the Terms, Shard Capital may enter into transactions with the Client in the following investments and instruments:
i. Futures, and CFDs on commodities, securities, interest rate and debt instruments, stock or other indices, currencies and base and precious metals;
ii. Spot and forward bullion, currencies, and OTC derivatives;
iii. Securities, including shares, bonds, and other debt instruments, including government and public issues;
iv. Options and warrants to acquire or dispose of any of the instruments above, including options and Contract Options;
v. Managed assets whether as OTC or stock exchange traded instruments; and
vi. Such other investments as Shard Capital may from time to time agree.
ADDITIONAL SERVICES
3.1. In relation to any transaction or contract, Shard Capital will execute such transaction or contract as principal unless it is specifically agreed that Shard Capital shall act as Agent for the Client.
3.2. You shall, unless otherwise agreed in writing, relative to Shard Capital enter into contracts as principal. If you act as Agent, regardless of whether you identify the principal to Shard Capital, Shard Capital shall not be obliged to accept the said principal as a client, and consequently Shard Capital shall be entitled to consider you as principal in relation to the contract.
3.3. The Services provided by us may involve:
i. Transactions that require the provision of Margin;
ii. Short sales (i.e. sales where one party to the Contract is obliged to deliver an asset which it does not possess); or
iii. Transactions in instruments which are: traded on exchanges which are not recognised by the FCA or designated investment exchanges according to the FCA Rules; and/or not traded on any stock or investment exchange; and/or not immediately and readily realisable. You and Shard Capital enter into any Contract as Principals. Shard Capital may at its discretion cover or hedge any Contracts with its Liquidity Providers, but you will have no recourse against any of our Liquidity Providers.
3.4. Orders may be placed as market orders to buy or sell as soon as possible at the price obtainable in the market, or on selected products as limit and stop orders to trade when the price reaches a pre-defined level. Limit orders to buy and stop orders to sell must be placed below the current market price, and limit orders to sell and stop orders to buy must be placed above the current market price. If the bid price for sell orders or ask price for buy orders is reached, the order will be filled as soon as possible at the price obtainable in the market. Limit and stop orders are executed consistent with the Shard Capital Best Execution Policy and are not guaranteed executable at the specified price or amount, unless explicitly stated by Shard Capital for the specific order.
3.5. In the event that we provide advice, information or recommendations to you, we shall not be responsible for the profitability of such advice, information or recommendation and you acknowledge, recognizes and understands that:
i. All transactions in exchange-traded investments and many contracts will be effected subject to, and in accordance with, Market Rules;
ii. Market Rules usually contain far-reaching powers in an emergency or otherwise undesirable situation;
iii. If any exchange or clearing house takes any action which affects a transaction or Contract, directly or indirectly, including any Contract Option, Shard Capital is entitled to take any action relevant to the situation and reasonable to the parties in the interests of you and/ or Shard Capital;
iv. Shard Capital shall not be liable for any loss suffered by you as a result of the acts or omissions of any exchange or clearing house or any action reasonably taken by Shard Capital as a result of such acts or omissions unless Shard Capital has exercised negligence, wilful default or fraud.
v. Where any transaction is effected by Shard Capital as Agent for you, delivery or payment (as appropriate) by the other party to the transaction shall be at your entire risk;
vi. Shard Capital’s obligation to deliver investments to you or to account to you or any other person on your behalf for the proceeds of sale of investments shall be conditional upon receipt by Shard Capital of deliverable documents or sale proceeds (as appropriate) from the other party or
vii. parties to the transaction;
viii. Shard Capital may in whole or in part, on a permanent or temporary basis withdraw any account facility provided by us to you. Situations where Shard Capital may take such action include situations where Shard Capital: considers that you may be in possession of Inside Information; considers that there are abnormal trading conditions; or is unable to calculate prices in the relevant Contract due to the unavailability of the relevant market information.
3.6. We shall inform you of the withdrawal and the reasons for it, where possible, before the withdrawal and if this is not possible immediately thereafter, unless giving such information would compromise objectively justified security reasons.
3.7. Shard Capital shall not provide any advice to you on any tax issues related to any Services. You are advised to obtain independent legal advice with respect to tax implications of the respective Services.
3.8. Notwithstanding any other provision of the Terms, in providing its Services, Shard Capital shall be entitled to take any action considered necessary and reasonable to ensure compliance with the Market Rules and all other applicable laws and regulatory decisions
DEALING
4.1. General
You shall inform Shard Capital in writing of the persons you have granted a power of attorney to instruct us on your behalf. For practical reasons, Shard Capital can only undertake to register one power of attorney for the Client. If the Client at any time wishes to revoke such a Power of attorney, to change the extent of the power of attorney, or grant Power of attorney to a different person, this shall also be communicated to Shard Capital in writing. Shard Capital is in accordance with general rules regarding power of attorneys entitled to receive instructions from any person authorised by the Client as well as persons who appear authorised.
Any instruction sent via the Trading Platform or by email by you shall only be deemed to have been received and shall only constitute a valid instruction and/ or binding contract between Shard Capital and yourself when such instruction has been recorded as executed and confirmed by Shard Capital through the Settlement/ Trade Confirmation and/ or Account Statement, and the mere transmission of an instruction by you shall not constitute a binding contract.
You shall promptly give any instructions to Shard Capital, which Shard Capital may require. If you do not give such instructions promptly, we may, at our reasonable discretion, take such steps at your cost, as we consider necessary or desirable for our protection or the protection of you. This provision is similarly applicable in situations when Shard Capital is unable to contact you.
Shard Capital may (but shall not in any circumstances be obliged to) require confirmation in such form as we may reasonably request if an instruction is to close an Account or remit money due to you or if it appears to us that such confirmation is necessary or desirable.
Pursuant to general rules regarding power of attorney you are accountable to us for losses which we may incur as a result of instructions from a person who has explicit or implied power of attorney over your account.
Shard Capital shall act in accordance with instructions as soon as practically possible and shall, as far as trading instructions are concerned, act consistent with the Shard Capital Best Execution Policy. However, if, after instructions are received, we believe that it is not reasonably practicable to act upon such instructions within a reasonable time, we may defer acting upon those instructions until it is, in our reasonable opinion, practicable to do so or as soon as possible notify you that we are refusing to act upon such instructions.
It is possible that errors may occur in the prices of transactions quoted by Shard Capital. In such circumstances, without prejudice to any rights it may have English law, Shard Capital shall not be bound by any contract which purports to have been made (whether or not confirmed by Shard Capital) at a price which:
i. Shard Capital is able to substantiate to you was manifestly incorrect at the time of the transaction; or
ii. Was, or ought to have reasonably been known by you to be incorrect at the time of the transaction.
In which case Shard Capital reserves the right to either cancel the trade all together or correct the erroneous price at which the trade was done to either the price at which Shard Capital hedged the trade or alternatively to the historic correct market price.
When you instruct Shard Capital to enter into a position opposite to one or more of your open positions, Shard Capital will close out the opposite position in accordance with the FIFO principles unless the position has related orders or otherwise agreed.
You acknowledge that Shard Capital has the right to, but not the obligation to close directly opposite positions. This applies not only when the positions are held on the same account, but also when they are held on separate accounts.
If you operate several Accounts (or sub-accounts) and have opposite positions open on different Accounts (or sub-accounts), we shall not close out such positions. You are specifically made aware that unless closed manually, all such positions may be rolled over on a continuous basis and thereby consequently all incur a cost for such roll-over.
4.2. Online Order Execution
We shall not be liable to you for any loss, expense or liability suffered or incurred by you due to failure of the system, transmission failure or delays or similar technical errors unless such loss, expense or liability is a direct consequence of negligence or wilful default on our part.
We may offer you real-time tradable prices. Due to delayed transmission between yourself and Shard Capital, the price offered by us may have changed before we receive your order. If we offer you automatic order execution, we shall be entitled to change the price at which your order is executed to the market value at the time at which the order was received from you.
Prices offered by Shard Capital regarding the sale, purchase or exercise of Contract Options reflect the price of the relevant ex-change traded product. Due to delays from your execution of an order or instruction regarding a Contract Option to the execution of the relevant exchange traded product on the exchange, the price as listed on the Trading Platform is subject to change, in order for the Contract Option to reflect the price of the relevant exchange traded product at the time of its execution or exercise (as applicable).
The Trading Platform may be available in several versions, which may differ from one another in various aspects including, but not limited to the level of security applied, products and services available etc. We shall not be liable to you for any loss, expense, cost or liability suffered or incurred by you due to you using a version different from Shard Capital’s standard version with all available updates installed.
You shall be responsible for all orders, and for the accuracy of all information, sent via the internet using your name, password or any other personal identification means implemented to identify you.
If the Trading Platform is used for commercial use you are liable for contracts executed by use of your password even if such use might be without your authority or wrongful in any manner.
Regardless of the fact that the Trading Platform might confirm that a contract is executed immediately when you transmit instructions via the Trading Platform, it is the Settlement/ Trade Confirmation forwarded by us or made available to you on the Trading Platform which solely constitutes Shard Capital’s confirmation of execution.
4.3. Use of the Trading Platform
The technical requirements to which the Client’s IT equipment, operating system, Internet connection etc. shall conform are described on Shard Capital stockbroker’s website.
You shall enter your user ID and password when logging on to the Trading Platform and should memorize the password. Entering an in-correct password five times in a row will automatically terminate the connection and block the user ID.
We will inform you of the termination/ blocking and the reasons for it, where possible, before the termination/ blocking and if this is not possible immediately thereafter, unless giving such information would compromise objectively justified security reasons.
You are obligated to notify us by calling 0207 186 9950 without undue delay on becoming aware of unauthorised use of the Trading Platform, or if you suspect that the password has been misappropriated by a third party. We will immediately block your Trading Platform after which you can then order a new password. You are, for a period of 18 months after notification entitled to request us to provide you with the means to prove that you have made such notification.
You are also entitled to block your Trading Platform at any time by contacting Shard Capital at telephone 0207 186 9950. Blocking the Trading Platform prevents other persons from accessing it. Open orders and positions placed on the platform before the blocking will not be affected by the blocking unless you specifically request so, and you are responsible for deciding about your positions.
The right to use the Trading Platform is personal, and you shall not allow other persons to use your user ID and/ or your password. If you want to allow a third party to trade on your account, you must first issue a separate power of attorney before such arrangements are put in place. The power of attorney shall be written on one of Shard Capital’s power of attorney forms. In the event that the power of attorney is approved by Shard Capital, a personal user ID and password will be provided to the holder of the power of attorney.
You will have access to reports on trading activities and account balances on the Trading Platform. These documents can be downloaded or printed.
Orders may be cancelled up until the time of execution however we are under no obligation to cancel an order. A request for cancellation or an order can be made via the Trading Platform or by calling Shard Capital Sales Trading on 0203 463 4989. Requests concerning cancellation of orders generated when the margin is exceeded can only be made to Shard Capital Sales Trading. An order shall not be considered to be cancelled until you have received a written confirmation from us.
If the Trading Platform is used for Private Use, the following limitations on your liability in case of abuse or other unauthorised use of the Trading Platform shall apply:
i. If Shard Capital proves that:
a) You or a person to whom you entrusted your user ID and/ or your password, by grossly irresponsible conduct have made the unauthorised use by a third party possible, or
b) You or a person to whom you have entrusted your user ID and/ or your password, have failed to inform Shard Capital as soon as possible after having become aware that your user ID and/ or your password has become known to an unauthorized third person, or
c) The unauthorized use is made by a person to whom you have disclosed your user ID and/ or the password without the matter being covered by this clause; you shall be liable for losses caused by unauthorized use of the Trading Platform.
ii. You shall be liable without limitation if the unlawful use was made by someone with whom you have knowingly entrusted your ID and password in circumstances where you realized or should have realized that there was an obvious risk of abuse as a result of such disclosure.
Where the Trading Platform is used for Private Use, Shard Capital shall be liable for direct losses resulting from non-executed or defective executed orders, unless non-executed or defective executed order is due to conditions for which you are liable. Shard Capital shall not be liable for any indirect or consequential losses.
Shard Capital shall not be liable for losses in cases of abnormal and unforeseeable circumstances beyond the control of Shard Capital pleading for the application of those circumstances, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary.
If the Trading Platform is used for commercial use Shard Capital shall not be liable for any indirect or consequential losses and/ or losses resulting from:
i. Operational failures preventing the use of the Trading Platform;
ii. Interruptions preventing you from accessing the Trading Platform;
iii. Use of the Internet as a means of communication and transport;
iv. Damage caused by matters relating to your own computer systems.
Shard Capital Stockbrokers shall not be responsible for losses resulting from the Client’s installation and use of the computer programs used on the Trading Platform, unless such liability follows from indispensable rules of law. Where the Trading Platform is used for Commercial Use, the Client shall be responsible for ensuring that the Trading Platform is adequately insured against direct and indirect losses which may result from the installation and use of the computer programs in the Client’s computer system. Furthermore, the Client shall be obliged to make backup copies of data which, should such data be lost, might result in losses for the Client.
4.4. Transfer of funds to the Client Account
You understand agree and accept that in order to secure the identity of the sender, Shard Capital only allows transfers to the Client’s Account from the Client’s own accounts in other banks. We must receive sufficient information about the transfer from the sending bank to make a certain identification of which Client and which account the funds shall be registered on. Therefore, the you understand and accepts that we are only able to respect the time limits mentioned in below if we can identify the sender as the Client and on which Client and account the funds shall be registered.
For transfers of currency of an EU or EEA country from an account in a bank in an EU or EEA country the funds are booked and at disposal on the Client’s Account without undue delay after Shard Capital has received the funds if Shard Capital receives the funds before 2 p.m. CET on a Business Day. If the transfer is received in the period between 2 p.m. CET on a Business Day to 8 a.m. CET on the following Business Day, the Client cannot expect the funds to be at the Client’s disposal until the following Business Day after 10 a.m. CET. When the Client transfers funds in another currency or from another country than mentioned herein, the funds are booked and at disposal on the Client’s Account no later than two Business Days after the funds are received by Shard Capital. If we receive the funds on a non-Business Day or receives the funds after 2 p.m. CET on a Business Day, the funds are considered to be received on the following Business Day and, consequently, the Client cannot expect the funds to be at disposal until the third following Business Day after 10 a.m. CET. 7.4 When the Client transfers funds between two accounts held with Shard Capital Stockbrokers, the funds are at the disposal on the receiving account on the day of the transfer. The Client acknowledges that Shard Capital cannot be held liable for how many days it takes from the sending bank sends funds to Shard Capital receives them. The Client is made aware, that special events can cause the booking of funds to be delayed by up to three Business Days from the day that Shard Capital receives it.
4.5. Margins, Security, Payments and Delivery
The Client shall pay to Shard Capital on demand: a. such sums of money by way of deposits, or as initial or variation margin as Shard Capital may require. In the case of a Contract effected by Shard Capital on an exchange, such margin shall be not less than the amount or percentage stipulated by the relevant exchange plus any additional margin that Shard Capital at its reasonable discretion may require; b. such sums of money as may from time to time be due to Shard Capital under a Contract and such sums as may be required in or towards clearance of any debit balance on any Account; c. such sums of money as Shard Capital may from time to time require as security for the Client’s obligations to Shard Capital Stockbrokers; and d. any amount to maintain a positive cash-balance on any and all Account(s).
When dealing with Contract Options Shard Capital will enter into a contract with its Counterparties which is identical in all respects to the Contract Option between Shard Capital and the Client and Shard Capital may under such Counterparty contract be required to deliver additional margin from time to time. Shard Capital may without notice change the margin requirement towards the Client to reflect changes in applicable margin requirements for Shard Capital from time to time under any Counterparty contract.
If the Client makes any payment which is subject to any price fluctuations, withholding or deduction, the Client shall pay to Shard Capital such additional amount to ensure that the amount actually received by Shard Capital will equal the full amount Shard Capital would have received had no price fluctuations, withholding or deduction been made.
Payments into the Client’s account are deposited by Shard Capital on the condition of Shard Capital receiving the amount in question. This shall apply irrespective of whether it has been explicitly stated in receipts or other notices of or requests for payment.
With the prior written agreement of Shard Capital on each occasion, the Client may deposit Security with Shard Capital or provide Shard Capital with a guarantee or indemnity from a person and in a form acceptable to Shard Capital instead of cash for the purpose of complying with its obligations. The Client is made specifically aware that Shard Capital at its reasonable discretion may determine the value by which Security shall be registered and consequently contribute to Shard Capital’s demand towards the Client and Shard Capital may continuously change such value of Security without prior notice to the Client.
Any Security will be held by an intermediate broker or eligible custodian, appointed by Shard Capital, and the intermediate broker or eligible custodian shall be responsible for claiming and receiving all interest payments, income and other rights accruing to the Client.
Shard Capital is with the Client’s specific consent entitled to:
i. pass on any money or Security received from the Client in order to satisfy Shard Capital’s obligations to any third party;
ii. charge, pledge or grant any security arrangement over Security in order to satisfy Shard Capital’s obligations to any third party in which case the Security may or may not be registered in the Client’s name
iii. lend Security to any third party in which case the Security may or may not be registered in the Client’s name; and
iv. return to the Client a Security other than the original Security.
Shard Capital shall not be obliged to account to the Client for any income received by Shard Capital as a result of carrying out any of the activities described in this Clause.
The Client shall be obliged to promptly deliver any money or property deliverable by it under a contract in accordance with the terms of that Contract and with any instructions given by Shard Capital for the purpose of enabling Shard Capital to perform its obligations under any corresponding contract entered into between Shard Capital and a third party.
If the Client fails to provide any margin, deposit or other sum due under the Terms in respect of any transaction Shard Capital may close any open position without prior notice to the Client and apply any proceeds thereof to payment of any amounts due to Shard Capital.
If the Client fails to make any payment when it falls due, the Client shall pay interest (from the due date and until payment takes place) on the outstanding amount.
The Client is advised that Shard Capital shall have the right, in addition to any other rights it may have under the Terms, or English law in general and subject to regulatory obligations,
to limit the size of the Client’s open positions (net or gross) and to refuse orders to establish new positions. Shard Capital will inform the Client as soon as possible regarding such refused orders and the reason for the refusals. Situations where Shard Capital may exercise such right include, but are not limited to, where: a. Shard Capital has reason to believe that the Client may be in possession of Inside Information; b. Shard Capital considers that there are abnormal trading conditions; c. the value of the Client’s Security (as determined by Shard Capital) falls below the minimum margin requirement as defined in Shard Capital Stockbroker’s Commissions, Charges & Margin Schedule; or d. the Client has a negative cash-balance on any Account.
4.6. Margin Trades
On the date of the opening of a Margin Trade between Shard Capital and the Client, Shard Capital may require the Client to have margin on the Account at least equivalent to Shard Capital’s initial margin requirement.
Shard Capital’s margin requirement shall apply throughout the term of the Margin Trade. It is the Client’s responsibility continuously to ensure that sufficient margin is available on the Account at any time. If practicably possible Shard Capital shall notify the Client if the margin requirements are not met. If, at any time during the term of a Margin Trade, the margin available on the Account is not sufficient to cover Shard Capital’s margin requirement, the Client is obliged to reduce the amount of open Margin Trades or transfer adequate funds to Shard Capital. Even if the Client takes steps to reduce the size of open Margin Trades or to transfer sufficient funds to Shard Capital Stockbrokers, Shard Capital may, subject to regulatory obligations, close one, several or all of the Client’s Margin Trades or part of a Margin Trade and/or liquidate or sell securities or other property at the Client’s account at its sole discretion without assuming any responsibility towards the Client for such action.
If Shard Capital due to insufficient margin close one, several or all of the Client’s Margin Trades, the Client shall expect, unless otherwise agreed and confirmed by Shard Capital that all of the Client’s open Margin Trades will be closed.
Subject to regulatory obligations, if the client has opened more than one Account, Shard Capital is entitled to transfer money or Security from one Account to another, even if such transfer will necessitate the closing of Margin Trades or other trades on the Account from which the transfer takes place.
Shard Capital’s general margin requirements for different types of Margin Trades are displayed on Shard Capital Stockbroker’s trading platforms. However, Shard Capital reserves the right to determine specific margin requirements for individual Margin Trades.
The Client is specifically made aware that the margin requirements are subject to change without notice. When a Margin Trade has been opened, Shard Capital is not allowed to close the Margin Trade at its discretion but only at the Client’s instruction or according to Shard Capital’s rights under the Terms. However, Shard Capital will increase the margin requirements if Shard Capital considers that its risk on a Margin Trade has increased as compared to the risk on the date of the opening.
4.7. Accounts
Shard Capital will make available to the Client a Settlement/Trade Confirmation in respect of any transaction or Contract entered into by Shard Capital with or for the Client and in respect of any open position closed by Shard Capital for the Client. Settlement/Trade Confirmations will normally be available instantly following the execution of the transaction.
An Account Summary and Account Statement are available to the Client through the Trading Platform. The Account Summary will normally be updated periodically during Shard Capital’s opening hours. The Account Statement will normally be updated every Business Day with information for the previous Business Day. By accepting the Terms the Client agrees not to receive any Account Statements or Account Summaries in printed form from Shard Capital other than upon specific request.
Any notice or other communication to be provided by Shard Capital under the Terms, including Account Statements and Settlement/Trade Confirmations, may be sent by Shard Capital at its option to the Client in electronic form by email or by display on the Client’s account summary on the Trading Platform. The Client is obliged to provide Shard Capital with an e-mail address for this purpose. An e-mail message is considered received by the Client when sent from Shard Capital. Shard Capital is not responsible for any delay, alteration, re-direction or any other modification the message may undergo after transmission from Shard Capital. A message on the Client’s account on the Trading Platform is considered received by the Client when Shard Capital Stockbrokers has placed the message on the Trading Platform. It is the responsibility of the Client to ensure that the Client’s software and hardware setup does not stand in the way of the Client receiving e-mails or get access to the Trading Platform from Shard Capital.
4.8. Commissions, Charges and Other Costs
The Client shall be obliged to pay to Shard Capital the commissions and charges set out in the Commissions, Charges & Margin Schedule. The platform charges can be found at:
Shard Capital may vary such commissions and charges without notice when the change is to the Client’s advantage, or the grounds for changes are due to external circumstances beyond Shard Capital’s control. Such circumstances are: a. Changes in the relationship with Shard Capital’s counterparties, which affect Shard Capital cost structures; and/or b. Changes in commissions and charges from exchanges, clearing houses, information providers or other third party providers that are passed on to the Client by Shard Capital.
Shard Capital may vary such commissions and charges, with one month’s notice if: a. market conditions, including competitive behaviour, call for changes to Shard Capital conditions; b. Shard Capital for commercial reasons wishes to change its general cost and pricing structure; and/or c. significant particulars of the Client, based on which individual conditions were provided, have changed.
In addition to such commissions and charges, the Client shall be obliged to pay any applicable taxes, storage and delivery charges, ex-change and clearing house fees, interest charges on cash balances and all other fees which could be incurred by Shard Capital in connection with any Contract and/or in connection with maintaining the Client relationship.
Furthermore, Shard Capital shall be entitled to demand that the following expenses are paid separately by the Client: a. all extraordinary disbursements resulting from the client relationship e.g. telephone, telefax, courier, and postal expenses in case the Client requests hardcopy Settlement/Trade Confirmations, Account Statements etc. which Shard Capital could have delivered in electronic form; b. any expenses of Shard Capital, caused by non-performance by the Client, including a fee determined by Shard Capital in relation to forwarding of reminders, legal assistance etc. c. any expenses of Shard Capital in connection with replies to inquiries by public authorities, including a fee determined by Shard Capital in relation to forwarding of transcripts and enclosures and for the preparation of copies d. administration fees in connection with security deposits, and any expenses of Shard Capital in relation to a pledge, if provided, including any insurance premium payments; an e. any expenses of Shard Capital in connection with auditor’s comments/reports if such is requested by the Client.
Shard Capital reserves the right to introduce new fees.
Shard Capital may share commissions and charges with its associates, Introducing Brokers or other third parties or receive remuneration from them in respect of Contracts entered into by Shard Capital. Details of any such remuneration or sharing arrangement will not be set out on the relevant Settlement/ Trade Confirmations. Shard Capital (or any associate) may benefit from commission, mark-up, mark-down or any other remuneration where it acts for the Counterparty to a Contract.
Shard Capital will upon reasonable request and to the extent possible disclose to the Client the amount of commission, mark-up, markdown or any other remuneration paid by Shard Capital to any Introducing Broker or other third party.
Unless specified otherwise in the Terms, all amounts due to Shard Capital (or Agents used by Shard Capital) under the Terms shall, at Shard Capital’s option: a. be deducted from any funds held by Shard Capital for the Client; or b. be paid by the Client in accordance with the provisions of the relevant difference account, Settlement/Trade Confirmation or other advice.
Furthermore, the Client acknowledges, recognizes and accepts that the procedures described in this clause and those relating to netting may result in additional indirect costs for the Client.
4.9. Interest and Currency Conversions
Subject to the below and save as otherwise agreed in writing, Shard Capital shall not be liable to: pay interest to the Client on any credit balance in any Account or on any other sum held by Shard Capital; or b. account to the Client for any interest received by Shard Capital on such sums or in connection with any Contract.
The Client is entitled to interest on the basis of the Client’s positive Net Free Equity in accordance with the terms in Shard Capital’s Commissions, Charges & Margin Schedule.
The Client is obliged to pay interest on the basis of the Client’s negative Net Free Equity in accordance with the terms in Shard Capital’s Commissions, Charges & Margin Schedule.
Shard Capital may vary such interest rates and/or thresholds for interest calculation without notice when changes are to the Client’s advantage, or the grounds for changes are due to external circumstances beyond Shard Capital’s control. Such circumstances are:
i. Changes in the monetary or credit policies domestic or abroad that affect the general interest level in a way that is of importance to Shard Capital;
ii. Other changes in the general interest level, including in the money and bond markets, that is of importance to Shard Capital;
iii. Changes in the relationship with Shard Capital’s Counterparties, which affect Shard Capital’s cost structures.
Shard Capital may vary such interest rates where the Trading Platform is used for Commercial use with one month’s notice, and where the Trading Platform is used for Private use with two months’ notice if: a. market conditions, including competitive behaviour, call for a change to Shard Capital conditions; b. Shard Capital wishes to change its general commission, fee and pricing structure for commercial reasons; and/or c. changes to significant particulars of the Client, based on which individual conditions were provided, occurs. The Client is deemed to have accepted such changes if he does not, before the proposed date of their entry into force, notify Shard Capital that he does not accept them.
Shard Capital is entitled, but shall not in any circumstances be obliged, to convert: a. any realised gains, losses, option premiums, commissions, interest charges and brokerage fees which arise in a currency other than the Client’s base currency (i.e. the currency in which the Client’s Account is denominated) to the Client’s base currency; b. any cash currency deposit to another cash currency deposit for the purpose of purchasing an asset denominated in a currency other than the Client’s base currency; c. any monies held by Shard Capital Stockbrokers for the Client into such other currency as Shard Capital considers necessary or desirable to cover the Client’s obligations and liabilities in that currency.
Whenever Shard Capital conducts currency conversions, Shard Capital will do so at such reasonable rate of exchange as Shard Capital Stockbrokers selects. Shard Capital shall be entitled to add a mark-up to the exchange rates. The prevailing mark-up is defined in the Commissions, Charges & Margin Schedule.
4.10. Netting
If on any date the same amounts are payable under the Terms by each party to the other in the same currency, then, each party’s obligations to make payment of any such amount will be automatically satisfied by netting.
If the aggregate amount that is payable by one party exceeds the aggregate amount that is payable by the other party, then the party by whom the larger aggregate amount is payable shall pay the excess to the other party and the obligations to make payment of each party will be satisfied and discharged.
Subject to regulatory obligations, if the Client, at any time during the Client relationship, has a negative cash-balance in any Account, Shard Capital is entitled but not obligated to net between the Client’s Accounts. The Client shall bear all the charges and any other costs associated with such netting in accordance with the Commissions, Charges & Margin Schedule.
If the Client relationship is terminated, the claims that the parties have against each other shall be finally discharged by means of netting (closed). The value of open Contracts shall be determined according to the principles set forth below and the final amount to be paid by one of the parties shall be the difference between the payment obligations of the parties.
Rates based on which the Contracts shall be closed shall be market rates applicable on the day on which Shard Capital decides to close the Contracts.
Shard Capital may at its reasonable discretion determine the rates by obtaining an offer from a Market Maker in the asset in question or by applying rates from electronic financial information systems.
When determining the value of the Contracts to be netted, Shard Capital shall apply its usual spreads and include all costs and other charges.
These Terms shall be binding towards the estate and creditors of the parties to the client relationship.
4.11. Market Making
When Shard Capital executes orders as Agent for the Client on a regulated stock or futures Exchange, Shard Capital will not be a party to such a trade as such orders will be executed in the trading system of the relevant exchange at the best price and the most favourable conditions available at the time of the order or according to the Client’s specific instructions, e.g. in a situation where the Client has chosen to limit the order. Shard Capital will not include any additional spread in the price of the execution achieved for the Client but will be remunerated according to the Commissions, Charges & Margin Schedule.
For Shard Capital to quote prices with the swiftness normally associated with speculative trading, Shard Capital may have to rely on available price or availability information that may later prove to be faulty due to specific market circumstances, for instance, but not limited to, lack of liquidity in or suspension of an asset or errors in feeds from in-formation providers or quotes from Counterparties. If so and if Shard Capital has acted in good faith when providing the price to the Client, Shard Capital may cancel the trade with the Client but shall do so within reasonable time and shall provide the Client with a full explanation for the reason for such cancellation.
Following execution of any position with a Client, Shard Capital may at Shard Capital’s reasonable discretion subsequently offset each such client position with another client position, or a position with one of Shard Capital’s Counterparties or retain a proprietary position in the market with the intention to obtain trading profits from such positions. Such decisions and actions may therefore result in Shard Capital offsetting client positions at prices different – sometimes significantly different – from prices quoted to clients, resulting in trading profits or losses for Shard Capital. This in turn can raise the possibility of the Client incurring what may be seen as an implied cost.
The Client acknowledges, recognizes and accepts that the price quoted to the Client includes a spread when compared with the price to which Shard Capital may have covered or expected to be able to cover the Contract in a trade with another client or a Counterparty. Furthermore, the Client acknowledges, recognizes and accepts that said spread constitutes remuneration to Shard Capital and that such spread not necessarily can be calculated for all Contracts and that such spread will not be specified at the Settlement/Trade Confirmation or otherwise revealed to the Client.
If the Client is an active trader and is undertaking numerous transactions, the total impact of as well visible as not visible costs may be significant. Consequently, the Client may have to obtain significant profits in the markets in order to cover the costs associated with trading activities with Shard Capital. For very active Clients, such costs may over time exceed the value of the margin deposited. Normally, when trading margined derivatives, the lower the percentage of the applicable margin rate, the higher the proportion of the costs associated with executing a transaction.
4.12. Aggregation and Split
Shard Capital is in accordance with the company’s Best Execution Policy entitled to aggregate the Client’s orders with the company’s own orders, orders of any of the company’s associates and/or persons connected with Shard Capital including employees and other clients. Furthermore, Shard Capital may split the Client’s orders when executing these. The orders will only be aggregated or split if Shard Capital reasonably believes it to be in the best interest of the Client. On some occasion’s aggregation and split of the Client’s order may result in the Client obtaining a less favourable price than if the Client’s orders had been executed respectively separately or mutually.
4.13. Shard Capital’s Counterparties
To give effect to the Client’s instructions, Shard Capital may instruct a Counterparty selected at Shard Capital’s discretion and Shard Capital shall do so where the transaction is to be subject to the rules of an exchange or market of which Shard Capital is not a member.
Shard Capital shall not be responsible for errors committed by such Counterparties unless it is proven that Shard Capital has not acted with sufficient and reasonable care when selecting the Counterparty.
4.14. Default and Remedies
The provisions contained in this Clause supplement any other rights that Shard Capital or any of its associates have according to the Terms and furthermore any other rights Shard Capital has according to English law.
Shard Capital reserves the right to retain, or make deductions from, any amounts which Shard Capital owes to or is holding for the Client if any amounts are due from the Client to Shard Capital. The Client authorises Shard Capital, at Shard Capital’s discretion, at any time and without notice, to sell, apply, set-off and/or charge in any manner any or all of the Client’s property and/or the proceeds of any of the same of which Shard Capital or any of its associates or Agents has custody or control, in order to discharge any or all of the Client’s obligations to Shard Capital.
Each and any of the following events shall constitute an Event of Default in relation to all of a Client’s contracts, Margin Trades, securities and other business with Shard Capital (regardless of whether the Event of Default only relates to part of the business with Shard Capital):
i. If the Client fails to make any payment or fails to do any other act required under the Terms or by Shard Capital at its reasonable discretion;
ii. If the Client fails to remit funds necessary to enable Shard Capital to take delivery under any Contract on the first due date;
iii. If the Client fails to provide assets for delivery, or take delivery of assets, under any Contract on the first due date;
iv. If the Client dies or becomes of unsound mind, if an application is made in respect of the Client for any action pursuant to the Bankruptcy Act or any equivalent act applicable to the Client or, if a partnership, in respect of one or more of the partners, or if a company, that a receiver, trustee, administrative receiver or similar officer is appointed;
v. If a petition is presented for the winding-up or administration of the Client;
vi. If an order is made or a resolution is passed for the winding up or administration of the Client (other than for the purposes of amalgamation or reconstruction with the prior written approval of Shard Capital);
vii. If any distress, execution or other process is levied against any property of the Client and is not removed, discharged or paid within seven days;
viii. If any security created by any mortgage or charge becomes enforceable against the Client and the mortgagee or chargee takes steps to enforce the security or charge;
ix. If any indebtedness of the Client or any of its subsidiaries becomes immediately due and payable, or capable of being declared so due and payable, prior to its stated maturity by reason of default of the Client (or any of its subsidiaries) or the Client (or any of its subsidiaries) fails to discharge any indebtedness on its due date;
x. If the Client fails to fully comply with obligations under the Terms or any contract, including refrains from complying with Margin requirements;
xi. If any of the representations or warranties given by the Client are, or become, untrue;
xii. If Shard Capital or the Client is requested to close a Contract (or any part of a Contract) by any regulatory agency or authority; or
xiii. If Shard Capital reasonably considers it necessary for its own protection or the protection of its associates, including without limitation, if the Client is subject to any law enforcement or regulatory investigation.
Upon the occurrence of an Event of Default, Shard Capital shall at its discretion be entitled to:
i. Sell or charge in any way any or all of the Client’s collateral, assets and property which may from time to time be in the possession or control of Shard Capital or any of its associates or Agents or call on any guarantee, without any notice or court order. Sale of Security, assets and property shall take place by means that Shard Capital in its reasonable discretion determines and at the price that Shard Capital in its reasonable discretion determines to be the best obtainable.
ii. Buy or sell any Security, investment or other property where this is, or is in the reasonable opinion of Shard Capital likely to be, necessary in order for Shard Capital to fulfil its obligations under any Contract and the Client shall reimburse Shard Capital for the full amount of the purchase price plus any associated costs and expenses;
iii. Deliver any Security, investment or property to any third party, or otherwise take any action Shard Capital considers to be desirable in order to close any Contract;
iv. Require the Client immediately to close and settle a Contract in such manner as Shard Capital may in its reasonable discretion request;
v. To enter into any foreign exchange transaction, at such market rates and times as Shard Capital may determine, in order to meet obligations incurred under a contract;
vi. Re-invoice all or part of any assets standing to the debit or credit of any Account (including commuting Shard Capital or the Client’s obligation to deliver an asset into an obligation to pay an amount equal to the market value of the asset (determined by Shard Capital at its reasonable discretion) on the date re-invoicing takes place); and
vii. Close-out all Contracts and net all the Client’s and Shard Capital obligations towards each other as of the date fixed by Shard Capital with effect to third parties.
The Client authorises Shard Capital to take any or all of the steps described in this Clause without notice to the Client and acknowledges that Shard Capital shall not be responsible for any consequences of it taking any such steps, unless Shard Capital has exercised gross negligence in connection herewith. The Client shall execute the documents and take the action as Shard Capital may request in order to protect the rights of Shard Capital Stockbrokers and its associates under the Terms or under any agreement the Client may have entered into with Shard Capital.
If Shard Capital exercises its rights to sell any Security or property of the Client under this Clause, it will effect such sale, without notice or liability to the Client, on behalf of the Client and apply the proceeds of sale in or towards discharge of any of the Client’s obligations to Shard Capital.
Without prejudice to Shard Capital other rights under the Terms or under prevailing law, Shard Capital may, at any time and without notice, combine or consolidate any of the accounts maintained by Shard Capital and off-set any and all amounts owed to, or by, Shard Capital in such manner as Shard Capital at its reasonable discretion may determine.
4.15. Client Warranty
The Client warrants and represents that;
i. Investments or other assets supplied by the Client for any purpose shall, subject to the Terms, at all times be free from any charge, lien, pledge or encumbrance and shall be beneficially owned by the Client;
ii. The information provided by the Client to Shard Capital is complete, accurate and not misleading in any material respect.
The above warranties and representations shall be deemed to be repeated each time the Client in the future for the duration of the client relationship provides instructions to Shard Capital.
4.16. Indemnity and Limitation of Liability
The Client hereby agrees to compensate Shard Capital for all losses, taxes, expenses, costs and liabilities whatsoever (present, future, contingent or otherwise and including reasonable legal fees) which may be suffered or incurred by Shard Capital as a result of or in connection with:
i. The Client’s breach of the Terms;
ii. Shard Capital taking any of the steps which Shard Capital is entitled to take in an Event of Default; unless and to the extent only that such losses, taxes, expenses, costs and liabilities are suffered or incurred as a result of Shard Capital gross negligence or wilful default.
This right to compensation shall survive any termination of the Client relationship.
Without prejudice to the clause “Special notes on using the trading platform” Shard Capital shall not be liable for:
i. Any loss (including consequential and other indirect losses), expense, cost or liability (together referred to as “Loss”) suffered or incurred by the Client as a result of or in connection with the provision of the Services unless and to the extent that such Loss is suffered or incurred as a result of Shard Capital gross negligence or wilful default;
ii. Any Loss due to actions taken by Shard Capital according to its rights under the Terms, or
iii. Any consequential or other indirect loss suffered or incurred by the Client whether arising from Shard Capital negligence or otherwise.
4.17. Disputes
Without prejudice to any of Shard Capital other rights under the Terms, in case of a dispute or complaint between the Client and Shard Capital over a Margin Trade or alleged Margin Trade or any instruction relating to a Margin Trade, Shard Capital is entitled at its reasonable discretion and without notice to close any such Margin Trade or alleged Margin Trade if Shard Capital reasonably believes such action to be desirable for the purpose of limiting the maximum amount involved in the dispute. Shard Capital shall not be responsible to the Client in connection with any subsequent fluctuations in the level of the relevant Margin Trade.
If Shard Capital closes a Margin Trade under this Clause such action shall be without prejudice to Shard Capital right to contend that such Margin Trade had already been closed by Shard Capital or was never opened by the Client. Shard Capital shall take reasonable steps to inform the Client that Shard Capital has taken such action as soon as practicable after doing so. Where Shard Capital closes a Margin Trade or alleged Margin Trade in accordance with this Clause, the closing shall be without prejudice to the Client’s rights to open a new Margin Trade, provided that such Margin Trade is opened in accordance with the Terms. When calculating margin or other funds required for such Margin Trade, Shard Capital is entitled to do so on the basis that Shard Capital view of the disputed events or instructions is correct.
4.18. Miscellaneous
If at any time any provision of the Terms is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of the Terms under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be in any way affected.
Shard Capital shall not be liable to the Client for any failure, hindrance or delay in performing its obligations under the Terms where such failure, hindrance or delay arises directly or indirectly from circumstances beyond its reasonable control. Such force majeure events shall include without limitation any technical difficulties such as telecommunications failures or disruptions, non-availability of Shard Capital website e.g. due to maintenance downtime, declared or imminent war, revolt, civil unrest, catastrophes of nature, statutory provisions, measures taken by authorities, strikes, lockouts, boycotts, or blockades, notwithstanding that Shard Capital is a party to the conflict and including cases where only part of Shard Capital functions are affected by such events.
If the Client’s combined exposure in one or more margin trades reaches a level which – in case of an adverse market development – may lead to a significant deficit not covered by the Client’s deposits and/or margin with Shard Capital, Shard Capital may in its reasonable discretion a. increase the margin requirements and/or b. reduce the Client’s exposure by closing one or more or all of the client’s open positions.
Furthermore, Shard Capital is entitled in its reasonable opinion to determine that an emergency or an exceptional market condition has occurred. Such conditions shall include, but are not limited to, the suspension or closure of any market or the abandonment or failure of any event to which Shard Capital relates its quote or the occurrence of an excessive movement in the level of any Margin Trade and/or underlying market or Shard Capital reasonable anticipation of the occurrence of such a movement. In such cases Shard Capital may increase its margin requirements, reduce the Client’s exposure, close any or all of the Client’s open Margin Trades and/or suspend trading.
The Client may not assign its rights or delegate any of the Client’s obligations under the Terms or according to any Contract to others whereas Shard Capital may assign its rights or delegate its obligations to any regulated financial institution.
For various investments, instruments and groups of Clients, Shard Capital may provide additional business terms. The Client acknowledges, understands and accepts that: a. such business terms made available to Clients shall constitute an addition to the Terms; and b. the Client should not undertake any transaction unless the business terms applicable for such investment, instrument or group of Clients have been understood and accepted. Transactions undertaken by the Client not withstanding above, shall be deemed as had this sub-clause indeed been complied with.
The rights and remedies contained in the Terms are cumulative and not exclusive of any rights or remedies provided by law.
No delay or omission on the part of Shard Capital in exercising any right, power or remedy provided by law or under the Terms, or partial or defective exercise thereof, shall:
i. Impair or prevent further or other exercise of such right, power or remedy; or
ii. Operate as a waiver of such right, power or remedy.
No waiver of pleading a default of a clause in the Terms shall (unless expressly agreed in writing by the waiving party) be construed as a waiver of a future breach of the same clause or as authorising a continuation of the particular breach.
The Client hereby ratifies all transactions with Shard Capital effected prior to the Client’s acceptance of the Terms and agrees that the rights and obligations of the Client in respect thereto shall be governed by the Terms.
By accepting the Terms on behalf of a corporation or other legal entity, the person signing represents and warrants that he/she is authorised to act on behalf of such corporation or legal entity and to bind the same to the Terms and all obligations arising hereunder. If at a later stage it becomes apparent that the signatory was not duly authorised to bind the corporation or legal entity, Shard Capital will have the right to seek restitution from this person. Furthermore, the signatory shall indemnify Shard Capital against all liabilities, losses, damages, costs and expenses in relation to any claims or actions brought against Shard Capital as a result of the signatory holding out to be authorised to act and bind any such corporation or legal entity.
Client shall be able to communicate with Shard Capital in English or any other language as Shard Capital may offer from time to time. Shard Capital may communicate with the Client in English or any other language agreed between the parties.
The Client accepts that Shard Capital may be closed on significant European holidays. This brief statement, which constitutes an addition to the Terms, does not disclose all of the risks and other significant aspects of trading foreign exchange and derivatives. In consideration of the risks, you should enter into transactions with the mentioned products only if you understand the nature of the contracts and the contractual legal relationship into which you are entering and the extent of your exposure to risk. Transactions in foreign exchange and derivatives are not suitable for many members of the public. You should carefully consider whether transacting is appropriate for you in light of your experience, objectives, financial resources and other relevant circumstances.
PART IV
RISKS
Applicable to all Client Accounts
GENERAL
This notice is provided to you as a retail customer in compliance with rules of the FCA. Retail customers are afforded greater protections under these rules than other customers and you should be aware of your rights of access to the Financial Ombudsman Service and other benefits. Investments put your capital at risk; please remember that the price or value of investments can go down as well as up. You may not get back the amount invested. Past performance is not necessarily a guide for future performance.
SPECIFIC RISKS
Foreign Markets
Foreign markets will involve different risks from the UK markets. In some cases, the risks will be greater. On request, we will provide an explanation of the relevant risks and protections (if any) which will operate in any foreign markets, including the extent to which we will accept liability for any default of a foreign firm through whom we deal. The potential for profit or loss from transactions on foreign markets or in foreign denominated contracts will be affected by fluctuations in foreign exchange rates.
Non-Readily Realisable Investments
We may enter into transactions on your behalf in non-readily realisable investments (investments in which the market is limited or could become limited). Non- readily realisable investments can be difficult to deal in and it can become difficult to determine what a proper market price is. Please inform us if you do not wish us to buy such investments for your portfolio.
Small-Cap Share
There is an extra risk of losing money when shares are bought in some smaller companies. There is a big difference between the buying price and the selling price of these shares. If they have to be sold immediately, you may get back much less than you paid for them. The price may change quickly and it may go down as well as up. These shares carry a high degree of risk and you can lose all of your investment.
Structured Products
A structured product is defined as a ‘complex’ instrument and in deciding whether to hold a ‘complex’ instrument, you should be aware it is an investment which offers a pre-packaged investment strategy based on derivatives and which delivers a known return for given instrument conditions. It may be based on a single security, a basket of securities, options, indices, commodities, debt issuances, foreign currencies or swaps, or any combination of these. Their reliance on derivatives means that structured products are high risk investments and you could lose all the money you have invested. You should consider carefully whether or not this product is suitable for you in the light of your circumstances and financial position, and if in doubt please seek professional advice.
Warrants
A warrant is a right to subscribe for shares, debentures, loan stock or government securities, and is exercisable against the original issuer of the securities. Warrants often involve a high degree of gearing, so that a relatively small movement in the price of the underlying security results in a disproportionately large movement in the price of the warrant. The prices of warrants can therefore be volatile. You should not buy a warrant unless you are prepared to sustain a total loss of money you have invested plus any commission or other transaction charges. Some other instruments are also called warrants but are actually options (for example, a right to acquire securities which is exercisable against someone other than the original issuer of the securities, often called a ‘Covered Warrant’).
Suspensions of Trading
Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange, trading is suspended or restricted. Placing a stop-loss order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the specific price
Clearing House Protections
On many exchanges, the performance of a transaction by us (or third party with whom we are dealing on your behalf) is guaranteed by the exchange or clearing house. However, this guarantee is unlikely in most circumstances to cover you, the client, and may not protect you if we or another party defaults on its duty to you. On request, we will explain any protection provided to you under the clearing guarantee applicable to any on exchange derivatives in which you are dealing. There is no clearing house for traditional options, nor normally for off-exchange instruments, which are not traded under the rules of a recognised or designated investment exchange
Stock exchanges
Shard Capital trades on in Alternative Investment Market (AIM) and NEX shares, all of which carry a higher degree of risk than blue chip investments and there is always the possibility of losing the capital sum invested. Investment should be restricted to the maximum one can afford to lose. These investments may not be suitable for everyone and if you have any doubt regarding suitability please contact your regular investment adviser. Shard Capital and/or its connected companies and/ or directors or employees and/or members of their families may from time to time have a material interest (including options) in relation to an investment in which we deal on your behalf and may add or dispose of such securities from time to time. It is more difficult to buy and sell shares in small companies and it may not always be possible to deal. Market Makers operate with a wide spread between buying and selling prices for small companies and this spread and fluctuations in the share price may mean that you do not get back the full amount invested. AIM and NEX are designed primarily for emerging or smaller companies. Both the AIM and NEX Rules are less demanding than those of the Official List of the London Stock Exchange. The past is not necessarily a guide to future performance.
Extended settlement and leverage (T+20 trading)
Trading using extended settlement prolongs the settlement date and as a client you pay or receive the profit or loss at the end of the extended settlement period. When using leverage, you can lose more than your original investment and you agree that this is therefore a high risk activity. Collateral can be used to trade in this manner and the level of leverage allowed on collateral will be determined using a risk based assessment by Shard Capital. Extended settlement trading does not incur any financing cost but the price dealt in the market is likely to be at a premium to the prevailing market price.
Securities subject to stabilisation
Shard Capital may from time to time carry out transactions in securities on your behalf, where the price may have been influenced by measures taken to stabilise it. You should read the following explanation carefully
Stabilisation enables the market price of a security to be maintained artificially during the period when a new issue of securities is sold to the public. Stabilisation may affect not only the price of the new issue but also the price of other securities relating to it. The FCA allows stabilisation in order to help counter the fact that, when a new issue comes onto the market for the first time, the price can sometimes drop for a time before buyers are found. Stabilisation will be carried out by a ‘stabilisation manager’ (normally the firm responsible for bringing a new issue to the market). As long as the stabilisation manager follows a strict set of rules, he is entitled to buy back securities that were previously sold to investors or allotted to institutions, which have decided not to keep them. The effect of this may be to keep the price at a higher level than it would otherwise be during the period of stabilisation.
The Stabilisation Rules limit the period when a stabilising manager may subsidise a new issue; fix the price at which he may stabilise (in the case of shares and warrants but not bonds); and require him to disclose that he may be stabilising but not that he is actually doing so. The fact that a new issue or a related security is being stabilised should not be taken as an indication of the level of interest from investors, nor of the price at which they are prepared to buy the securities.
Trades in Foreign Exchange and Derivatives (Including CFD’s, Futures and Options)
11.1. Effect of “Leverage” or “Gearing”
Transactions in foreign exchange and derivatives carry a high degree of risk. The amount of initial margin may be small relative to the value of the foreign exchange or derivatives contract so that transactions are “leveraged” or “geared”. A relatively small market movement will have a proportionately larger impact on the funds you have deposited or will have to deposit; this may work against you as well as for you. You may sustain a total loss of initial margin funds and any additional funds deposited with Shard Capital to maintain your position. If the market moves against your position and/or margin requirements are increased, you may be called upon to deposit additional funds on short notice to maintain your position. Failing to comply with a request for a deposit of additional funds, may result in closure of your position(s) by Shard Capital on your behalf and you will be liable for any resulting loss or deficit.
11.2. Risk-reducing Orders or Strategies
The placing of certain orders (e.g. “stop-loss” orders, where permitted, or “stop-limit” orders), which are intended to limit losses to certain amounts, may not be adequate given that markets conditions make it impossible to execute such orders, e.g. due to illiquidity in the market. Strategies using combinations of positions, such as “spread” and “straddle”’ positions may be as risky as taking simple “long” or “short” positions.
11.3. Suspension or Restriction of Trading and Pricing Relationships
Market condition (e.g. illiquidity) and/or the operation of the rules of certain markets (e.g., the sus-pension of trading in any contract or contract month because of price limits or “circuit breakers”) may increase the risk of loss by making it difficult or impossible to effect transactions or close/ offset positions. Normal pricing relationships between the underlying asset and a derivative do not always exist. The absence of an underlying reference price may make it difficult to judge “fair” value.
Deposited Cash and Property
You should familiarize yourself with the protections accorded the Security you deposit by way of money or other assets in domestic and foreign transactions, particularly in the event of a firm insolvency or bankruptcy. The extent to which you may recover your money or other assets is governed by the legislation and local rules in the country at which location the counterparty acts.
Commission and Other Charges
Before you begin to trade, you should obtain a clear explanation of all commission, fees and other charges for which you will be liable. These charges will affect your net profit or loss.
Transactions in Other Jurisdictions
Transactions on markets in other jurisdictions, including markets formally linked to a domestic market, may expose you to additional risk. Such markets may be subject to regulation, which may offer different or diminished investor protection. Your local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been effected.
Currency Risks
The profit or loss in transactions in foreign currency denominated contracts in another currency than your account currency will be affected by fluctuations in currency rates where there is a need to convert from the currency denomination of the contract to the account currency.
Trading Facilities
Most open-outcry and electronic trading facilities are supported by computer-based component systems for the order-routing, execution, matching, registration or clearing of trades. As with all facilities and systems, they are vulnerable to temporary disruption or failure. Your ability to recover certain losses may be subject to limits on liability imposed by the system provider, the market, the clearing house and/or member firms. Such limits may vary.
Electronic Trading
Trading on an electronic trading system may differ not only from trading in an open-outcry market but also from trading on other electronic trading systems. If you undertake transactions on an electronic trading system, you will be exposed to risks associated with the system including the failure of hard-ware and software. The result of any system failure may be that your order is either not executed according to your instructions, is not executed at all and a lack of capability to keep you informed continuously about your positions and fulfilment of the margin requirements.
1 August 2018
RISK WARNING
The value of Stock investments can go down as well as up and therefore, investors may not realise the sum originally invested. If you are unsure of the suitability of Share dealing specifically for you then you should contact an Advisor.
Past performance is never a reliable indicator to future performance of investments.
The geared nature of CFD’s means that both profits and losses are magnified. If you do not use stop losses and your position moves against you, you could incur very large losses.
In the event of a trade moving against you and reducing your cash balance, you may be subject to a ‘Margin Call’. This is to ensure you have sufficient funds in your account for the initial margin requirements to keep your positions open. If you do not have sufficient funds in your account you may be forced to close your position.
CFDs are more suited to short term investors as opposed to long term investors due to the associated costs.
As an investor, you do not have the right to a vote at the AGM or any other meeting.
You are liable to pay out the dividend if you hold an equity position when they go ex-dividend.
It is important to know you are trading contracts with the CFD provider, not physically trading in the underlying market. This means you don’t actually own any assets.
It is possible to lose more than your original investment if you do not use guaranteed stop losses and the position you are in is subject to slippage, gapping or a fast market.
NEWS & MEDIA
Amryt Pharma Plc – Interim Results
26 September 2018
EASE study in EB on track; first Lojuxta orders received from the UK and Saudi Arabia
Amryt, a revenue generating orphan drug company focused on acquiring, developing & commercialising products that help improve the lives of patients where there is a high unmet medical need, today announces interim results, covering the six months to 30 June 2018.
Operational & Financial Highlights
·
Lojuxta revenues for H1 amounted to €6.6 million, which represents a 14.6% increase on the same period in 2017. The Group saw a 13.6% increase in total revenues to €7.0 million for H1 2018 as compared to €6.2 million for H1 2017
·
Significant expansion of the Lojuxta licence territories to include Russia and the Commonwealth of Independent States (“CIS”)
·
Eight new Lojuxta distribution agreements signed in H1 2018 (nine signed since November 2017), which together cover 23 countries
·
Continued progress of the Group’s lead development asset, AP101, currently in a Phase III clinical trial (EASE) which is the largest ever global Phase III study in EB
·
New gene therapy platform for EB (AP103) acquired in March 2018 with pre-clinical efficacy data expected in Q4 2018
·
Cash at 30 June 2018 was €12.2 million with a €10.0 million undrawn balance on the European Investment Bank (“EIB”) facility as of June 2018. €5.0 million of this undrawn balance was subsequently drawn down in September 2018
Post Period-End Events & Outlook
·
A Paediatric Rare Disease designation was granted by the FDA which means if a New Drug Application (“NDA”) for AP101 is approved, Amryt will be eligible to receive a priority review voucher that can be used, sold or transferred. Disclosed sale prices for vouchers have ranged from $67.5m to $350m
·
An Investigational New Drug (“IND”) approval, recently obtained from the FDA, permits the Group to open EASE clinical trial sites in the US which should accelerate enrolment into EASE
·
The EASE study is progressing well and it is expected that the final patient required for the unblinded interim efficacy analysis to be enrolled by the end of September. Accordingly, the unblinded interim efficacy analysis is on track and expected to be completed in late Q4 2018 as planned
·
AP103 pre-clinical studies to be concluded in the coming months with initial results expected Q4 2018
·
The significant momentum built in Lojuxta revenues in H1 has continued into H2, underpinned by the recent NHS England reimbursement approval and the first orders already being received for patients in the UK & Saudi Arabia. Anticipated growth in distributor markets will also provide opportunities for continued growth in 2018 and beyond. Forecasted full-year revenues are anticipated to be in line with expectations
Joe Wiley, CEO of Amryt Pharma, commented: “During the first half of 2018, we made significant progress across all three pillars of our growth strategy. Our lead commercial product, Lojuxta, has seen revenue grow by 14.6% compared to the same period in 2017, and, with the momentum we are seeing from our distributors and the orders already being received in the UK and Saudi Arabia, forecasted full-year revenues are anticipated to be in line with expectations.
“Separately, and in our active pipeline, our lead asset AP101 is on the cusp of enrolling the last patient in its Phase III trial which means we are on track to report our unblinded interim efficacy analysis in late Q4, with read out of top-line data expected in Q2 2019. We have also received interest from physicians and are reviewing the potential of the product in other indications that could see even further growth for this product beyond EB. We also continue to actively review further growth opportunities that could expand the Group’s commercial product portfolio by in-licensing or acquiring further commercial or near commercial assets which will drive future growth.”
– Ends –
Enquiries:
Amryt Pharma plc
+353 (1) 518 0200
Joe Wiley, CEO
Rory Nealon, CFO/COO
Shore Capital
+44 (0) 20 7408 4090
NOMAD and Joint Broker
Edward Mansfield, Mark Percy, Daniel Bush
Stifel
+44 (0) 20 7710 7600
Joint Broker
Jonathan Senior, Ben Maddison
Davy
+353 (1) 679 6363
ESM Adviser and Joint Broker
John Frain, Anthony Farrell
Consilium Strategic Communications
+44 (0) 20 3709 5700
Amber Fennell, Matthew Neal, Nicholas Brown
About Amryt
Amryt is a revenue generating orphan drug company focused on acquiring, developing & commercialising products that help improve the lives of patients where there is a high unmet medical need.
Lojuxta, Amryt’s lead commercial asset, is an approved treatment for adult patients with the rare cholesterol disorder – Homozygous Familial Hypercholesterolaemia (“HoFH”). This disorder impairs the body’s ability to remove low density lipoprotein (“LDL”) cholesterol (“bad” cholesterol) from the blood, typically leading to abnormally high blood LDL cholesterol levels in the body from before birth – often ten times more than people without HoFH – and subsequent aggressive and premature narrowing and blocking of blood vessels, heart attacks and strokes, even at a very young age if not properly diagnosed or receiving adequate treatment. Lojuxta is indicated as an adjunct to a low-fat diet and other lipid-lowering medicinal products with or without LDL apheresis in adult patients with HoFH.
Amryt holds an exclusive licence to sell Lojuxta (lomitapide) across the European Economic Area, Middle East and North Africa, Switzerland, Turkey, Israel, Russia, the Commonwealth of Independent States and the non-EU Balkan states.
Amryt’s lead development asset, AP101, is a potential treatment for Epidermolysis Bullosa (“EB”), a rare and distressing genetic skin disorder affecting young children and adults for which there is currently no treatment. It is currently in Phase III clinical trials. The European and US market opportunity for EB is estimated to be in excess of €1 billion.
Amryt’s earlier stage product, AP102, is focused on developing novel, next generation somatostatin analogue (“SSA”) peptide medicines for patients with rare neuroendocrine diseases, where there is a high unmet medical need, including Acromegaly and Cushing’s disease.
In March 2018, Amryt in-licensed a pre-clinical gene-therapy platform technology, AP103, which offers a potential treatment for patients with Recessive Dystrophic Epidermolysis Bullosa, a subset of EB, and is also potentially relevant to other genetic disorders.
For more information on Amryt, please visit amrytpharma.com
Chairman’s and Chief Executive Officer’s Statement
Overview
Amryt is a revenue generating pharmaceutical company focused on acquiring, developing and commercialising innovative new treatments for patients affected by rare or orphan diseases where there is high unmet medical need. The Group has built a diverse portfolio of commercial and development stage assets and the Company’s ambition is to become a world leader in rare and orphan diseases. Our strategy is focused on three pillars:
· Lojuxta – driving further revenue growth of our lead commercial asset in existing and new territories
· In-licence Opportunities – actively seeking to expand the Group’s commercial product portfolio by acquiring further commercial or near commercial assets to leverage our successful Lojuxta business
· Epidermolysis Bullosa (“EB”) Pipeline – developing our lead development asset, AP101, which is in Phase III as a potential treatment for EB as well as progressing our gene therapy technology (AP103) into the clinic
2017 was a very strong year for Amryt, marked by excellent financial, operational and strategic progress with our lead commercial product, Lojuxta, and our lead development asset, AP101. The Group has continued to achieve significant milestones in the first half of 2018.
Operational Update
Lead Commercial Asset – Lojuxta ▼
Following the completion of the Lojuxta in-licensing deal in December 2016, Amryt became a commercial pharmaceutical company, generating sales across Europe, the Middle East and other licenced territories. Amryt’s Lojuxta business has grown significantly since the product was in-licenced in December 2016. Amryt has been growing its distribution network with eight new distribution agreements in H1 2018.
In May 2018, Amryt signed a licence extension with Novelion to expand significantly its exclusive licence agreement for Lojuxta into Russia and CIS, as well as the non-EU Balkan states and is actively seeking distribution partners in these territories. As part of this agreement Amryt, has formally become the Marketing Authorisation holder for Lojuxta in Europe which has marginally increased the level of royalties payable to Novelion. Amryt estimates there may be up to 450 additional patients who could benefit from treatment with Lojuxta across the countries covered by the extended agreement, representing an increase of approximately 25% in the total number of addressable patients in the Amryt territories. The Company believes the total addressable market opportunity for Lojuxta in its territories to be in excess of €125 million.
Patent extensions for Lojuxta have recently been granted in multiple markets within our territories including France, Germany, Italy and Spain. The Company expects that these extensions will prolong our product patent in these territories through 2028. The Company has also recently received enquiries from physicians to study Lojuxta in an orphan indication called Familial Chylomicronaemia. Amryt has agreed to provide the product for an investigator led study which, if successful, would provide important proof of concept data in this indication and may support further studies.
Lojuxta revenues for the six months to 30 June 2018 amounted to €6.6 million which represents a 14.6% increase on the same period in 2017. Our focus on adoption of, and access to, Lojuxta in new and existing territories is already delivering significant returns and we are confident that this positive momentum will continue to grow revenues for the balance of 2018 and beyond.This anticipated full year growth is underpinned by:
(i) The recent reimbursement decision by NHS England for Lojuxta which has already resulted in the first orders being received; and
(ii) Amryt’s strategy to appoint local distribution partners for new territories which is already resulting in new prescriptions as evidenced by the recent order being received for patients in Saudi Arabia.
Since November 2017, Amryt has agreed nine new distributor relationships, which together cover 23 countries. In November 2017, Amryt signed a distribution agreement with El Seif for the key territory of Saudi Arabia and since then has identified over 100 of the estimated 150 patients eligible to be treated. Recently, the first orders for patients in Saudi Arabia have been received and Amryt expects this significant market to help drive growth in H2 2018 and beyond. In May 2018, Amryt signed distribution agreements with Al Hafez Trading Establishment, which operates in Kuwait, Ebn Sina Medical, the leading medical organisation in Qatar, Muscat Pharmacy and Stores in Oman, and Goro Healthcare of the UAE and Bahrain. In addition, Amryt’s distributor for Central and Eastern Europe is seeing good revenue momentum in Austria and Lithuania where the first patients have been initiated.
Future sales growth will be driven by existing markets and from new territories. The Group is actively negotiating the initiation of reimbursement in a number of markets and we are optimistic that some of these discussions will conclude successfully during the course of the second half of 2018. In particular, the Group is expecting a decision from France in the coming weeks. If successful, these market-access decisions will allow Amryt to provide access for a cohort of HoFH patients in these territories, which should result in accelerated growth for the business. We have ambitious plans for the remainder of 2018 and we look forward to updating the market in due course.
Lead Development Asset – AP101 (Oleogel-S10)
The Group has continued to make strong progress with its lead development asset, AP101, as a new potential treatment for EB. In January 2016, we received marketing approval for AP101 for the treatment of Partial Thickness Wounds (“PTW”) in adults from the European Commission.
In February 2017, Amryt was granted a patent in Japan for AP101. This followed key patents grants for AP101 in Europe and the US in 2016. In March 2017, Amryt commenced the pivotal Phase III clinical trial, EASE (Efficacy and safety of AP101 in patients with EB), to examine AP101’s efficacy for EB patients. The first patient was enrolled to EASE in April 2017.
Clinical Trials Update
Adult and paediatric patients with EB are currently being enrolled into a randomised double-blind placebo-controlled trial. The proportion of patients with completely healed target wounds within 45 days will be evaluated as the primary endpoint. Secondary endpoints include the time to achieve wound healing and changes in pain and pruritus (itch).
Amryt expects the final patient required for the unblinded interim efficacy analysis to be enrolled by the end of September. Accordingly, the unblinded interim efficacy analysis is on track and expected to be completed in late Q4 2018. The unblinded interim efficacy analysis will be conducted by an independent data safety monitoring board and will result in three possible outcomes:
· Continue the study with no change to sample size, which would reflect conditional statistical power of at least 80% or better;
· Increase the number of patients in the study to maintain an 80% conditional statistical power; or
· Discontinue the study due to futility
Assuming a positive unblinded interim efficacy analysis and no additional patients are added to the study, the Group expects read out of top-line data from the EASE Phase III study in Q2 2019.
The Board believes that the unblinded interim efficacy analysis read out represents a significant milestone for Amryt in EB.
During H1 2018, various non-clinical studies, requested by the FDA as part of an IND filing to open clinical trial sites in the US, have been successfully completed. No safety signals or concerns were noted from the preliminary data and IND approval has recently been received from the FDA. This will enable us to open clinical trial sites in the US, thereby accelerating enrolment of patients into the EASE study. Amryt recently received Paediatric Rare Disease designation from the FDA for AP101, which, pending successful approval of AP101 in EB, will allow the Group apply for a priority review voucher that can be used, sold or transferred. The Board also intends to apply for breakthrough designation following the opening of the IND in the USA. Breakthrough designation would expedite the review by the FDA of AP101 upon completion of the Phase III clinical trial.
Potential Future Indications for AP101
In January 2016, Amryt received marketing approval for AP101 for the treatment of PTW in adults from the European Commission. This followed three positive Phase III studies of 280 patients in Grade II burns and split thickness skin graft donor sites. To date, the Group has not launched in PTW. This approval gives Amryt the option to target PTW indications where there is a high unmet medical need.
Amryt has recently received enquiries from physicians to study AP101 in various PTW indications also with high unmet medical need. In response to this interest from physicians, the Group is evaluating some exciting new life cycle opportunities for AP101.
Dermatological conditions currently under consideration include:
· Grade III/IV radiotherapy and chemotherapy induced dermatitis
In addition to the indications studied in the PTW Phase III studies (burns and split thickness skin grafts), the scope of the current European Commission approval for AP101 may offer the opportunity to also launch AP101 in some of these indications in Europe.
In order to maximise the value of this asset and following the EASE trial for AP101 in EB, the Group further intends to file applications for orphan designation for some of these new potential orphan indications in the US, Europe and Japan and believes there is significant scope to maximise the value of the AP101 asset through either a global multi-orphan strategy or via the current EMA marketing approval to secure long-term growth.
AP102
In February 2017, we received positive results from a pre-clinical study that compared AP102 with pasireotide, an approved product for treating patients with resistant acromegaly. Significantly, AP102 did not demonstrate the potential to cause diabetes, an observation which, if replicated in clinical studies, could be clinically beneficial in treating acromegaly. Throughout 2017 and the first half of 2018, the Group initiated various additional pre-clinical studies which are ongoing. However, the Board has decided to focus the Group’s resources and is currently prioritising its EB franchise and the growth of our commercial business. The Board may seek to find a partner for AP102 in due course.
AP103 (Gene Therapy in EB)
In March 2018, Amryt concluded an exclusive in-licencing of a novel non-viral platform technology for gene therapy in EB with potential applicability across a range of other genetic disorders. This technology has been exclusively in-licenced from University College Dublin (“UCD”) and involves the delivery of gene therapy using High Branched Poly (β-Amino Ester) (“HPAE”) polymer technology. The initial focus of development efforts to date has been in the area of EB and preliminary data suggests that the treatment could be a potentially disease-modifying therapy for patients with Recessive Dystrophic Epidermolysis bullosa (“RDEB”). Patients with RDEB lack collagen VII and pre-clinical data in a xenograft model has shown significant levels of collagen VII in the skin post-therapy. Patients with RDEB lack collagen VII due to a defect in their gene coding for collagen VII. Consequently, the replacement of the collagen VII gene could be transformative for these patients.
Potential competitors working in the area of gene therapy in EB are mostly working with viral vectors to deliver collagen VII to the cell. The patented technology which Amryt has exclusively licenced from UCD involves the use of a novel non-viral gene delivery mechanism using HPAE polymer technology. If successful, this could eliminate the requirement for viruses as delivery vectors and provides a potential competitive advantage to Amryt.
Amryt intends to conclude various confirmatory pre-clinical studies in the coming months and will report the initial results of the studies in Q4 2018.
Imlan
Amryt has a range of derma-cosmetic products that we acquired with the acquisition of Birken AG (now Amryt AG). These products are sold under the Imlan brand. Completely free of emulsifiers, preservatives, colorants and fragrances and other additives or irritants, Imlan is marketed in Germany as a treatment for sensitive, allergy-prone and dry skin. It is also recommended for the basic care of eczema or psoriasis.
Financial Performance
The unaudited results for the current period are those of the Company and its subsidiaries for the six months to 30 June 2018.
Total revenues for the six-month period to 30 June 2018 amounted to €7,020,000, which represents a 13.6% increase on total revenues for the same period in 2017. Lojuxta generated revenues of €6,591,000 and revenues from Imlan, the Group’s derma-cosmetics range of products, amounted to €429,000. This compares to total revenues for the 6-month period 30 June 2017 of €6,180,000, with Lojuxta generating revenues of €5,751,000 and Imlan generating revenues of €429,000. Total revenues for the year ended 31 December 2017 amounted to €12,778,000.
Gross margin for the six months to 30 June 2018 was 61.4% compared to 59.3% for the six-month period ended 30 June 2017.
The operating loss before finance expense for the period amounted to €6,497,000 which includes non-cash depreciation and amortisation of €158,000 and non-cash share-based payments of €382,000. This compares to an operating loss before finance expense for the period ended 30 June 2016 of €5,789,000, which includes non-cash depreciation and amortisation of €131,000 and non-cash share-based payment expenses of €312,000. Excluding depreciation, amortisation and share based payment expenses, the operating loss before finance costs for the six-month period to 30 June 2018 would have been €5,957,000 (2017: €5,346,000).
The non-cash change in fair value of contingent consideration which arose as part of the acquisition of Amryt AG in 2016 amounted to €4,154,000 during the period. The fair value of this contingent consideration was initially determined by discounting the contingent amounts payable to their present value at the date of acquisition. The discount component is being unwound as a non-cash financing charge in the statement of comprehensive income over the life of the obligation. This current non-cash financing charge of €4,154,000 reflects the impact of the discount component being unwound to the statement of comprehensive income in H1 2018.
The loss on ordinary activities after the non-cash fair value of contingent consideration amounted to €11,384,000 (2017: €13,826,000).
As of 30 June 2018, the Group had cash on hand of €12.2 million (30 June 2017: €10.9 million). On 2 December 2016, Amryt entered into a five year €20 million debt facility agreement with the EIB. The first tranche of €10 million was drawn down in April 2017. The second tranche of €5 million was drawn down post-period end in September 2018.
The AIM rules on how companies communicate their governance practices have changed and the board recently elected to adopt the ten principles as set out in the Quoted Companies Alliance (“QCA”). These principles will serve as a framework for communicating our governance practices to shareholders and the wider market. Our website and annual report for the year ended 2018 will set out how we currently comply with the principles of the QCA code.
Outlook
The Board is optimistic about the growth prospects for the Group across all three pillars of our strategy. Lojuxta revenues for the first six months were in line with the Board’s expectations for the period and we are very encouraged with the momentum created in the first half of 2018, which continues into the second half. We believe there is a significant opportunity to further grow revenues, particularly given the latent and significant opportunities that exist in the territories we currently cover. This will remain a core focus for us over the coming quarters and beyond.
Our active pipeline, including the Phase III clinical trial EASE for our lead development asset AP101, is progressing well. We expect the final patient required for the unblinded interim efficacy analysis to be enrolled by the end of September. Accordingly, the unblinded interim efficacy analysis is on track and expected to be completed in late Q4 2018 as planned. It is estimated that the addressable market for AP101 is more than €1 billion. In addition, AP103 pre-clinical studies are expected to be concluded in the coming months with initial results anticipated in Q4 2018.
Amryt is actively seeking to expand the Group’s commercial product portfolio by in-licensing or acquiring further commercial or near commercial assets to leverage on our successful Lojuxta business, grow our revenues and provide further cashflow to support continued growth.
Forecasted full-year revenues are anticipated to be in line with expectations.
Harry Stratford
Non-executive Chairman
26 September 2018
Joe Wiley
CEO
26 September 2018
Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2018
Unaudited
6 months to
30 June
2018
Unaudited
6 months to
30 June
2017
Audited
12 months to
31 December 2017
Note
€’000
€’000
€’000
Revenue
7,020
6,180
12,778
Cost of sales
(2,711)
(2,515)
(5,373)
Gross profit
4,309
3,665
7,405
Research and development expenses
(4,240)
(5,359)
(10,564)
Administrative, selling and marketing expenses
(6,184)
(3,783)
(10,483)
Share based payment expenses
3
(382)
(312)
(565)
Operating loss before finance expense
(6,497)
(5,789)
(14,207)
Non-cash change in fair value of contingent consideration
4
(4,154)
(7,706)
(11,104)
Net finance expense
(733)
(331)
(825)
Loss on ordinary activities before taxation
(11,384)
(13,826)
(26,136)
Tax on loss on ordinary activities
–
–
–
Loss for the period attributable to the equity holders of the Company
(11,384)
(13,826)
(26,136)
Exchange translation differences which may be reclassified through the profit and loss
(10)
(5)
22
Total other comprehensive (loss)/ profit
(10)
(5)
22
Total comprehensive loss for the period attributable to the equity holders of the Company
(11,394)
(13,831)
(26,114)
Loss per share:
Loss per share – basic and diluted, attributable to ordinary equity holders of the parent (cent)
5
(4.14)
(6.64)
(11.72)
Consolidated Statement of Financial Position
As at 30 June 2018
Unaudited
30 June
2018
Audited
31 December
2017
Note
€’000
€’000
Assets
Non-current assets
Intangible assets
6
52,679
52,606
Property, plant and equipment
7
1,055
1,160
Total non-current assets
53,734
53,766
Current assets
Trade and other receivables
4,539
4,729
Inventories
1,360
1,083
Cash and cash equivalents
12,209
20,512
Total current assets
18,108
26,324
Total assets
71,842
80,090
Equity and liabilities
Equity attributable to owners of the parent
Share capital
8
21,173
21,173
Share premium
8
57,334
57,334
Other reserves
(21,162)
(21,512)
Accumulated deficit
(46,493)
(35,109)
Total equity
10,852
21,886
Non-current liabilities
Contingent consideration
4
36,572
32,418
Long term loan
9
11,045
10,603
Deferred tax liability
5,384
5,384
Total non-current liabilities
53,001
48,405
Current liabilities
Trade and other payables
7,989
9,799
Total current liabilities
7,989
9,799
Total liabilities
60,990
58,204
Total equity and liabilities
71,842
80,090
Consolidated Statement of Cash Flows
For the six months ended 30 June 2018
Unaudited
Unaudited
Audited
6 months to
30 June
2018
6 months to
30 June
2017
12 months to
31 December
2017
Note
€’000
€’000
€’000
Cash flows from operating activities
Loss on ordinary activities before taxation
(11,384)
(13,826)
(26,136)
Finance expense
733
331
825
Depreciation and amortisation
158
131
259
Share based payment expense
3
382
312
565
Non-cash change in fair value of contingent consideration
4
4,154
7,706
11,104
Movements in working capital and other adjustments:
Change in trade and other receivables
190
(1,331)
(2,189)
Change in trade and other payables
116
(380)
6,022
Change in contingent consideration
–
–
(2,000)
Change in inventories
(277)
(215)
(313)
Net cash flow used in operating activities
(5,928)
(7,272)
(11,863)
Cash flow from investing activities
Payments for property, plant and equipment
7
(34)
(8)
(243)
Payments for intangible assets
6
(91)
–
(87)
Cash inflow on sale of property, plant and equipment
–
5
9
Deposit interest received
5
–
5
Bank charges and interest paid
(300)
–
–
Net cash flow used in investing activities
(420)
(3)
(316)
Cash flow from financing activities
Acquisition of Amryt AG – milestone payment
4
(2,000)
–
–
Proceeds from issue of equity instruments – net of expenses
–
–
14,393
Long term loan received
9
–
10,000
10,000
Repayment of short-term loan
–
(47)
(47)
Net cash flow from financing activities
(2,000)
9,953
23,346
Exchange and other movements
45
(8)
74
Net change in cash and cash equivalents
(8,303)
2,670
12,241
Cash and cash equivalents at beginning of period
20,512
8,271
8,271
Restricted cash at end of period
–
–
537
Cash at bank available on demand at end of period
12,209
10,941
19,975
Total cash and cash equivalents at end of period
12,209
10,941
20,512
Consolidated Statement of Changes in Equity
For the six months ended 30 June 2018
Share
capital
Share premium
Share based payment reserve
Merger reserve
Reverse acquisition
Exchange translation reserve
Accumulated deficit
Total
Note
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
Balance at 1 January 2017 (Audited)
20,419
43,695
4,215
35,818
(62,107)
(5)
(8,998)
33,037
Loss for the year
–
–
–
–
–
–
(26,136)
(26,136)
Translation reserve
–
–
–
–
–
27
–
27
Total comprehensive (loss)/ income
–
–
–
–
–
27
(26,136)
(26,109)
Issue of placing shares – gross of costs
754
14,329
–
–
–
–
–
15,083
Issue of placing shares – costs
–
(690)
–
–
–
–
–
(690)
Share based payment expenses
–
–
565
–
–
–
–
565
Share based payment expenses – lapsed
–
–
(25)
–
–
–
25
–
Balance at 31 December 2017
(Audited)
21,173
57,334
4,755
35,818
(62,107)
22
(35,109)
21,886
Balance at 1 January 2018
21,173
57,334
4,755
35,818
(62,107)
22
(35,109)
21,886
Loss for the period
–
–
–
–
–
–
(11,384)
(11,384)
Translation reserve
–
–
–
–
–
(32)
–
(32)
Total comprehensive loss
–
–
–
–
–
(32)
(11,384)
(11,416)
Share based payment expenses
3
–
–
382
–
–
–
–
382
Balance at 30 June 2018
(Unaudited)
21,173
57,334
5,137
35,818
(62,107)
(10)
(46,493)
10,852
Share capital represents the cumulative par value arising upon issue of ordinary shares of 1p each and deferred shares of 29.4p each.
Share premium represents the consideration that has been received in excess of the nominal value on issue of share capital.
Share based payment reserve relates to the charge for share based payments in accordance with International Financial Reporting Standard 2.
The reverse acquisition reserve arose during the period ended 31 December 2016 in respect of the reverse acquisition of Amryt Pharma plc by Amryt Pharmaceuticals DAC (“Amryt DAC”). Since the shareholders of Amryt DAC became the majority shareholders of the enlarged group the acquisition is accounted for as though there is a continuation of Amryt DAC’s Financial Statements. The reverse acquisition reserve is created to maintain the equity structure of Amryt Pharma plc in compliance with UK company law.
The merger reserve was created on the acquisition of Amryt DAC. Consideration on the acquisition included the issuance of shares. Under section 612 of the Companies Act 2006, the premium on these shares has been included in a merger reserve.
The exchange translation reserve was created on the retranslation of non-Euro denominated foreign subsidiaries.
Accumulated deficit represents losses accumulated in previous years and the current period.
Notes to the Interim Results
1. General Information
Amryt Pharma plc is a company incorporated in England and Wales. Details of the registered office, the officers and advisers to the Company are presented on the Company Information page at the end of this report. The Company is listed on the AIM market of the London Stock Exchange (ticker: AMYT.L) and the Enterprise Securities Market of the Irish Stock Exchange (ticker: AYP). As used herein, references to “we”, “us”, “Amryt” or the “Group” in this unaudited interim report shall mean Amryt Pharma plc and its world-wide subsidiaries, collectively. References to the “Company” in this interim report shall mean Amryt Pharma plc.
Amryt is a commercial stage pharmaceutical company focused on acquiring, developing and delivering innovative new treatments that help improve the lives of patients with rare and orphan diseases. The Group has built a diverse portfolio of assets to treat patients with rare and orphan diseases through the acquisition of its AP101 and AP102 assets in April 2016, the in-licencing of Lojuxta in December 2016 and the in-licencing of a gene therapy platform in March 2018.
Following on from its acquisition by the Group in 2016, Birken AG was renamed Amryt AG in 2017. All references in the notes to the accounts to Amryt AG relate to the entity that was formerly called Birken AG.
The unaudited interim results for the six-month period ended 30 June 2018 comprise the Company and its subsidiaries (together the “Group”). The information for the year ended 31 December 2017 contained within the condensed financial statements does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006. The financial statements for the year ended 31 December 2017 have been delivered to the Registrar of Companies and the auditor’s report on those financial statements was unqualified, did not include an emphasis of matter, and did not contain a statement made under Section 498 of the Companies Act 2006.
2. Accounting Policies
Basis of preparation
The interim results have been prepared on the basis of the recognition and measurement requirements of International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”), and their interpretations adopted by the International Accounting Standards Board (“IASB”) as adopted by the EU and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. As is permitted by the AIM rules the Directors have not adopted the requirements of IAS 34 “Interim Financial Reporting” in preparing the financial statements. Accordingly, the financial statements are not in full compliance with IFRS and have not been audited or reviewed pursuant to guidance issued by the Auditing Practices Board. The accounting policies used in the preparation of the interim financial information are the same as those used in the Group’s audited financial statements for the year ended 31 December 2017 and those which are expected to be used in the financial statements for the year ended 31 December 2018.
The Directors consider that the financial information presented in this Interim Report represents fairly the financial position, operations and cash flows for the period, in conformity with IFRS.
Consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Subsidiaries are entities controlled by the Group. Where the Group has control over an investee, it is classified as a subsidiary. The Group controls an investee if all three of the following elements are present: power over an investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. Subsidiaries are fully consolidated from the date that control commences until the date that control ceases. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Intergroup balances and any unrealised gains or losses or income or expenses arising from intergroup transactions are eliminated in preparing the consolidated Financial Statements.
Presentation of Balances
The Financial Statements are presented in Euro (‘€’) which is the functional and presentational currency of the Group. Balances in the Financial Statements are rounded to the nearest thousand (€’000) except where otherwise indicated.
The following table discloses the major exchange rates of those currencies utilised by the Group:
Foreign currency units to 1 €
US$
£
CHF
SEK
NOK
DKK
Average period to 30 June 2018
1.2113
0.8809
1.1672
10.1422
9.6526
7.4459
At 30 June 2018
1.1675
0.8769
1.1529
10.2943
9.5437
7.4429
Average year to 31 December 2017
1.1259
0.8715
1.1082
9.6085
9.2979
7.4411
At 31 December 2017
1.1901
0.8813
1.1678
9.8719
9.9537
7.4412
Average period to 30 June 2016
1.1101
0.7698
1.0967
–
–
–
At 30 June 2016
1.1143
0.7626
1.1053
–
–
–
(US$ = US Dollars; £ = Pounds Sterling, CHF = Swiss Franc, SEK = Swedish Kroner, NOK = Norwegian Kroner, DKK = Danish Kroner)
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and amounts reported in the Financial Statements and accompanying notes. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
Summary of principal accounting policies
The principal accounting policies are summarised below. They have been consistently applied throughout the period covered by the Financial Statements.
Revenue recognition
Revenue from the sale of goods is recognised in the consolidated statement of comprehensive income when the significant risks and rewards of ownership have been transferred to the buyer. Imlan revenue is generally recorded as of the date of shipment, consistent with typical ex-works shipment terms. For Lojuxta revenues, the Group sells direct to customers and also uses third parties in the distribution of the product to customers. Where the shipment terms do not permit revenue to be recognised as of the date of shipment, revenue is recognised when the Group has satisfied all of its obligations to the customer in accordance with the shipping terms. Revenue, including any amounts invoiced for shipping and handling costs and excluding sales taxes, represents the value of the goods supplied to external customers.
Revenue from services rendered in the consolidated statement of comprehensive income is recognised in proportion to the stage of completion of the transaction at the reporting date.
Revenue is recognised to the extent that it is probable that economic benefit will flow to the Group, that risks and rewards of ownership have passed to the buyer and the revenue can be reliably measured. No revenue is recognised if there is uncertainty regarding recovery of the consideration due at the outset of the transaction or the possible return of goods.
Research and Development Expenses
The costs relating to the development of products are accounted for in accordance with IAS 38 “Intangible Assets”, where they meet the criteria for capitalization. Research costs are expensed when they are incurred.
The assessment whether development costs can be capitalized requires management to make significant judgements. In management’s opinion, the criteria prescribed under IAS 38.57 “Intangible Assets” for capitalising development costs as assets have not yet been met by the Group. Accordingly, all of the Group’s costs related to research and development projects are recognised as expenses in the income statement in the period in which they are incurred. Management expects that criteria prescribed under IAS 38.57 will be met on filing of a submission to the regulatory authority for final drug approval or potentially in advance of that on the receipt of information that strongly indicates that the development will be successful.
Business Combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. Fair values are attributed to the identifiable assets and liabilities unless the fair value cannot be measured reliably, in which case the value is subsumed into goodwill. In the consolidated Financial Statements, acquisition costs incurred are expensed and included in general and administrative expenses.
To the extent that settlement of all or any part of the consideration for a business combination is deferred, the fair value of the deferred component is determined through discounting the amounts payable to their present value at the date of the exchange. The discount component is unwound as an interest charge in the consolidated statement of comprehensive income over the life of the obligation. Any contingent consideration is recognised at fair value at the acquisition date and included in the cost of the acquisition. The fair value of contingent consideration at acquisition date is arrived at through discounting the expected payment (based on scenario modelling) to present value. In general, in order for contingent consideration to become payable, pre-defined revenues and/or milestones dates must be exceeded. Subsequent changes to the fair value of the contingent consideration will be recognised in profit or loss unless the contingent consideration is classified as equity, in which case it is not re-measured and settlement is accounted for within equity.
Frequently, the acquisition of pharmaceutical patents and licences is effected through a non-operating corporate structure. As these structures do not represent a business, it is considered that the transactions do not meet the definition of a business combination. Accordingly, the transactions are accounted for as the acquisition of an asset. The net assets acquired are recognised at cost.
Acquired Intangibles Assets
Acquired intangible assets outside business combinations are stated at the lower of cost less provision for amortisation and impairment or the recoverable amount. Acquired intangibles assets are amortised over their expected useful economic life on a straight-line basis. In determining the useful economic life each acquisition is reviewed separately and consideration given to the period over which the Group expects to derive economic benefit.
Share based payments
The Company issues share options as an incentive to certain senior management and staff. The fair value of options granted is recognised as an expense with a corresponding credit to the share-based payment reserve. The fair value is measured at grant date and spread over the period during which the awards vest.
For equity-settled share-based payment transactions, the goods or services received and the corresponding increase in equity are measured directly at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. If it is not possible to estimate reliably the fair value of the goods or services received, the fair value of the equity instruments granted as calculated using the Black-Scholes model is used as a proxy.
The Company may issue warrants to key consultants, advisers and suppliers in payment or part payment for services or supplies provided to the company. In addition, the Company may grant warrants to subscribers as part of the issue of new ordinary shares in the Company. The fair value of warrants granted is recognised as an expense unless the grant relates to the issue of new ordinary shares in the Company in which case the fair value is recognised in share premium. The corresponding credits are charged to the share-based payment reserve. The fair value is measured at grant date and spread over the period during which the warrants vest. The fair value is measured using the Black-Scholes model if the fair value of the services received cannot be measured reliably.
3. Share-based payments
The Company has issued share options as an incentive to certain senior management and staff. In addition, the Company has issued warrants to equity investors and to key consultants and advisers in payment or part payment for services or supplies provided to the Group.
Each share option and warrant convert into one Ordinary Share of Amryt Pharma plc on exercise and are accounted for as equity-settled share-based payments. The options and warrants may be exercised at any time from the date of vesting to the date of their expiry. The equity instruments granted carry neither rights to dividends nor voting rights.
No share options or warrants were granted in the 6-month period to 30 June 2018. All share options granted in 2016 and 2017 were granted under the terms of the Amryt Share Option Plan and are subject to vesting conditions. No warrants were granted in 2017 and all warrants granted in 2016 were granted under individual agreements as part of the April 2016 share placing. In addition to the share options and warrants granted during 2016 and 2017, a total of 537,280 share options and warrants were in existence at 30 June 2018 that relate to the old oil and gas business.
Share options and warrants in issue:
Share Options
Warrants
Units
Weighted average exercise price
Units
Weighted average exercise price
Balance at 1 January 2017
15,795,314
19.8p
23,307,269
25.4p
Granted during the period
3,265,867
18.97p
–
–
Lapsed during the period
(4,993,188)
22.98p
(203,788)
88.0p
Balance at 30 June 2017
14,067,993
18.45p
23,103,481
24.74p
Exercisable at 30 June 2017
2,781,961
21.08p
23,103,481
24.74p
Balance at 1 July 2017
14,067,993
18.45p
23,103,481
24.74p
Granted during the period
5,628,593
20.95p
–
–
Lapsed during the period
–
–
–
–
Balance at 31 December 2017
19,696,586
19.16p
23,103,481
24.74p
Exercisable at 31 December 2017
3,281,961
20.61p
23,103,481
24.74p
Balance at 1 January 2018
19,696,586
19.16p
23,103,481
24.74p
Granted during the period
–
–
–
Lapsed during the period
–
–
–
–
Balance at 30 June 2018
19,696,586
19.16p
23,103,481
24.74p
Exercisable at 30 June 2018
6,115,854
19.07p
23,103,481
24.74p
The fair value is estimated at the date of grant using the Black-Scholes pricing model, taking into account the terms and conditions attached to the grant. There were no new share options or warrants granted in the 6 month period to 30 June 2018. The following are the inputs to the model for the equity instruments granted in 2017:
2018 Options Inputs
2018 Warrant Inputs
2017 Options Inputs
2017 Warrant Inputs
Days to Expiry
–
–
2,555
–
Volatility
–
–
44%-48%
–
Risk free interest rate
–
–
0.42%-0.77%
–
Share price at grant
–
–
18.18p-25.88p
–
The share options outstanding as at 30 June 2018 have a weighted remaining contractual life of 5.44 years with exercise prices ranging from £0.155 to £0.48.
The warrants outstanding as at 30 June 2018 have a weighted remaining contractual life of 0.71 years with exercise prices ranging from £0.24 to £1.12.
The value of share options and warrants charged to the Statement of Comprehensive Income during the period is as follows:
6 months to
30 June
2018
6 months to
30 June
2017
12 months to
31 December
2017
€’000
€’000
€’000
Share options
382
312
565
Total
382
312
565
4. Business Combinations and Asset Acquisitions
Acquisition of Amryt AG (“Birken”)
Amryt DAC signed a conditional share purchase agreement to acquire Amryt AG on 16 October 2015 (“Amryt AG SPA”). The Amryt AG SPA was completed on 18 April 2016 with Amryt DAC acquiring the entire issued share capital of Amryt AG. The consideration comprises:
· Initial cash consideration of €1,000,000 (paid by Amryt DAC prior to its acquisition by the Company);
· Cash consideration of €150,000, due and paid on the completion date (18 April 2016);
· Milestone payments of:
o €10,000,000 on receipt of first marketing approval by the EMA of Episalvan, paid on the completion date (18 April 2016);
o Either (i) €5,000,000 once net ex-factory sales of Episalvan have been at least €100,000 or (ii) if no commercial sales are made within 24 months of EMA first marketing approval (being 14 January 2016), €2,000,000 24 months after receipt of such approval which was paid in January 2018 and €3,000,000 following the first commercial sale;
o €10,000,000 on receipt of marketing approval by the EMA or FDA of a pharmaceutical product containing Betulin as its API for the treatment of Epidermolysis Bullosa (EB);
o €10,000,000 once net ex-factory sales/net revenue in any calendar year exceed €50,000,000;
o €15,000,000 once net ex-factory sales/ net revenue in any calendar year exceed €100,000,000;
· Royalties of 9% on sales of Episalvan products for 10 years from first commercial sale; and
· Shares in Amryt DAC that equated to a 30% equity shareholding prior to the acquisition of Amryt DAC by the Company. The Amryt AG sellers received 37,048,622 in Consideration Shares (valued at the date of acquisition at €11.2 million) for their shareholding in Amryt DAC.
Fair Value Measurement of Contingent Consideration
Contingent consideration comprises the milestone payments and sales royalties detailed above. As at the acquisition date, the fair value of the contingent consideration was estimated to be €23,314,000. The fair value of the royalty payments was determined using probability weighted revenue forecasts and the fair value of the milestones payments was determined using probability adjusted present values. The probability adjusted present values took into account published orphan drug research data and statistics which were adjusted by management to reflect the specific circumstances applicable to the drugs acquired in the Amryt AG transaction. A discount rate of 28.5% was used in the calculation of the fair value of the contingent consideration and this was sense checked by management against the Implied Rate of Return (“IRR”) on the project. The size of the market for the products under development provides a real opportunity to the Group to meet its forecast revenue targets and therefore the milestone targets which underpin the contingent consideration payments. At that time management anticipated that AP101 for EB would be ready to launch in 2019. However, management noted that due to issues outside their control (i.e. regulatory requirements and the commercial success of the product) the timing of when such revenue targets may occur may change. Such changes may have a material impact on the assessment of the fair value of the contingent consideration.
It is necessary to review the contingent consideration on a regular basis as the probability adjusted fair values are being unwound as financing expenses in the Statement of Comprehensive Income over the life of the obligation. Contingent consideration is reviewed on a bi-annual basis and is disclosed in the published interim results for the 6-month period to 30 June and the year end results to 31 December. The total non-cash finance charge recognised in the statement of comprehensive income statement for the period ended 30 June 2018 is €4,154,000.
One milestone payment consisted of (i) €5,000,000 once net ex-factory sales of Episalvan have been at least €100,000 or (ii) if no commercial sales are made within 24 months of EMA first marketing approval, €2,000,000 24 months after receipt of such approval and €3,000,000 following the first commercial sale. No commercial sales of Episalvan have been made since EMA first marketing approval. However, if no commercial sales occur, €2,000,000 is due for payment 24 months after the EMA first marketing approval. The Group made this payment of €2,000,000 in January 2018. The contingent consideration balance at 30 June 2018 is €36,571,000 (31 December 2017: €32,418,000).
5. Loss per Share – Basic and Diluted
The weighted average number of shares in the loss per share (“LPS”) calculation reflects the weighted average total actual number of shares in issue.
Issued share capital – Ordinary Shares of £0.01 each
Number of shares
Weighted average shares
1 January 2017
208,339,632
163,336,437
30 June 2017
208,339,632
208,339,632
11 October 2017 – Issue of share by Amryt Pharma plc – share placing
66,477,651
31 December 2017
274,817,283
223,075,123
30 June 2018
274,817,283
274,817,283
The calculation of loss per share is based on the following:
6 months to
30 June 2018
6 months to
30 June 2017
12 months to 31 December 2017
Loss after tax attributable to equity holders of the Company (€’000)
(11,384)
(13,826)
(26,136)
Weighted average number of Ordinary Shares in issue
274,817,283
208,339,632
223,075,123
Fully diluted average number of Ordinary Shares in issue
274,817,283
208,339,632
223,075,123
Basic and diluted loss per share (cent)
(4.14)
(6.64)
(11.72)
Where a loss has occurred, basic and diluted LPS are the same because the outstanding share options and warrants are anti-dilutive. Accordingly, diluted LPS equals the basic LPS.
The share options and warrants outstanding as at 30 June 2018 totalled 42,800,067 (30 June 2017: 37,430,035) (31 December 2017: 42,800,067) and are potentially dilutive in the future.
6. Intangible Assets
In process R&D
Software
Patents and Licenses
Website development
Total
€’000
€’000
€’000
€’000
€’000
Cost
At 1 January 2017
52,515
8
–
–
52,523
Additions
–
–
–
87
87
At 31 December 2017 (audited)
52,515
8
–
87
52,610
At 1 January 2018
52,515
8
–
87
52,610
Additions
–
–
91
–
91
At 30 June 2018 (unaudited)
52,515
8
91
87
52,701
Accumulated amortisation
At 1 January 2017
–
2
–
–
2
Amortisation charge 2017
–
2
–
–
2
At 31 December 2017 (audited)
–
4
–
–
4
At 1 January 2018
–
4
–
–
4
Amortisation charge 2018
–
1
3
15
19
At 30 June 2018 (unaudited)
–
5
3
15
23
Net book value
Net book value at 31 December 2017 (audited)
52,515
3
–
87
52,606
Net book value at 30 June 2018 (unaudited)
52,515
4
88
72
52,679
Additions during the period relate to the cost of the licence extension to expand the territories covered under the licence agreement signed with Novelion for our commercial product, Lojuxta.
The Group reviews the carrying amounts of its intangible assets on an annual basis to determine whether there are any indications that those assets have suffered an impairment loss. If any such indications exist, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Impairment indications include events causing significant changes in any of the underlying assumptions used in the income approach utilised in valuing in process R&D. These key assumptions are: the probability of success; the discount factor; the timing of future revenue flows; market penetration and peak sales assumptions; and expenditures required to complete development.
7. Property, plant and equipment
Property
Plant and Machinery
Office Equipment
Total
€’000
€’000
€’000
€’000
Cost
1 January 2017
337
801
237
1,375
Additions
–
147
96
243
Disposals
–
(43)
(6)
(49)
At 31 December 2017 (audited)
337
905
327
1,609
At 1 January 2018
337
905
327
1,609
Additions
–
6
28
34
At 30 June 2018 (unaudited)
337
911
355
1,643
Accumulated depreciation
At 1 January 2017
61
88
43
192
Depreciation charge
87
116
54
257
Depreciation charge on disposals
–
(35)
(5)
(40)
At 31 December 2017 (audited)
148
169
92
449
At 1 January 2018
148
169
92
449
Depreciation charge
44
65
30
139
At 30 June 2018 (unaudited)
192
234
122
588
Net book value
Net book value at 31 December 2017 (audited)
189
736
235
1,160
Net book value at 30 June 2018 (unaudited)
145
677
233
1,055
8. Share capital – Company
Details of ordinary shares of 1p each issued are in the table below:
Date
Number of
ordinary shares
Number of deferred shares
Total Share Capital
€’000
Total Share Premium
€’000
At 31 December 2016
208,339,632
43,171,134
20,419
43,695
11 October 2017 – Issue of ordinary shares at £0.20p
66,477,651
–
754
13,639
At 31 December 2017 and 30 June 2018
274,817,283
43,171,134
21,173
57,334
On 11 October 2017, 66,477,651 ordinary shares of 1p were issued as part of a €15,083,000 (before expenses) fund raising. Share issue costs amounted to €690,000. Net proceeds amounted to €14,393,000.
9. Long term loan
30 June 2018
31 December 2017
€’000
€’000
Long term loan
10,000
10,000
Long term loan interest
1,045
603
Long term loan and interest
11,045
10,603
In December 2016, Amryt DAC entered into a €20m facility agreement (“facility”) with the EIB on attractive terms for the Group. The facility is significant because it provides non-dilutive funding that secures the Group’s near and mid-term funding needs for its lead product, AP101.
The facility is split into three tranches, with €10 million available immediately and two further tranches of €5 million available upon the achievement of certain milestones. In April 2017, the Group drew down the first tranche of €10 million. In October 2017, the terms of the second tranche of €5 million were amended by the EIB so the Group has the option to draw this amount down any time it wishes. Subsequent to the period end in September 2018 this tranche of €5 million was drawn by the Company. The third tranche is conditional on the primary clinical endpoints for the EASE Phase III clinical trials in the US or EU being achieved and therefore it can be concluded that the Phase III clinical trial has been successfully completed. The facility is secured and there is also a negative pledge whereby Amyrt cannot permit any security to be granted over any of its assets over the course of the loan period.
The facility has a five-year term from the date of drawdown for each tranche. The facility has an interest rate of 3% to be paid on an annual basis, with the first instalment paid in April 2018. At 30 June 2018, the Group has short term interest payable accrued amounting to €76,000 (31 December 2017: €227,000) which covers the period from 3 April 2018 to 30 June 2018. This interest will be paid on the second anniversary of the first tranche drawdown, being April 2019.
A further annual fixed rate of 10% is payable together with the outstanding principal amount on expiry of the facility. Long-term interest payable at 30 June 2018 amounted to €1,045,000 (31 December 2017: €603,000) which represents the present value of the long-term interest accrued but not payable until April 2022.
10. Copy of the Interim Report
Copies of the Interim Report are available to download from the Company’s website at
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