Gresham House
Specialist asset management
Don’t invest unless you’re prepared to lose all the money you invest
Don’t invest unless you’re prepared to lose all the money you invest
Risk warnings
You should not rely on the information or opinions set out here before making an investment or other decision but should obtain appropriate and specific professional advice of your own.
Nothing contained in this notice constitutes or should be construed to constitute investment, legal, tax or other advice.
The information supplied is not and in no way should be construed to constitute a recommendation with respect to the purchase or sale of any investment.
In particular:
Existing tax rules and legislation may change over time and changes can be retrospective. The value of any tax reliefs depends on the personal circumstances of the investors, who should consult their own tax advisers before making an investment.
Whilst the contents of this notice are provided in good faith for information purposes only, no representation or warranty, express or implied is given by Gresham House Asset Management Limited or by any of its directors, members, or employees as to its accuracy or completeness or that it is up to date, and it should not be relied on as such.
To the fullest extent allowed by law and the rules and regulations of the Financial Conduct Authority, Gresham House Asset Management Limited and its directors, members and employees shall not be liable, whether in contract, tort (including negligence) or otherwise howsoever, for any losses, damages, costs or expenses of whatever nature (including (without limitation) any consequential, indirect or unforeseeable loss or loss of bargain, opportunity or profit) incurred or suffered by you or any third party arising out of or in connection with the use of the contents of this notice.
For a full list of risks, please see the Information Memorandums.
BSIF II
Legal and regulatory changes
Changes in legal, tax and regulatory regimes of jurisdictions in which the Fund’s portfolio investments operate as well as those jurisdictions relevant to the business and operations of the Manager, the General Partner and the Fund may occur during the life of the Fund.
Such changes may impact the performance of the Fund’s portfolio investments and/or may require the Fund to be restructured, or for other changes to be made to it, the General Partner or the Manager, in order to comply with additional requirements. This may lead to additional costs for the Fund.
General risks associated with the current economic environment
Economic conditions
The Fund’s portfolio investments will be subject to normal market fluctuations and the risks inherent in the purchase, holding or selling of securities and there can be no assurance that appreciation in the value of those portfolio investments will occur.
Changes in general economic and market conditions in the United Kingdom and elsewhere including, for example, interest rates, rates of inflation, industry conditions, competition, political events and trends, changes in the law (including, for example, in relation to taxation, land use, planning restrictions and environmental safety and protection) national and international conflicts, and other factors could substantially and adversely affect the Fund’s prospects.
Liquidity
An Interest in the Fund will generally be illiquid. It is not anticipated that a public market for Interests in the Fund will develop. An investor may not be able to sell their Interest at an acceptable price, or at all. In addition, it may be difficult for an investor to obtain reliable information about the value of an Interest in the Fund or the extent of the risks to which such an Interest is exposed. There is no guarantee that the valuations given on periodic statements will accurately reflect the realisation proceeds that may be obtained.
As with all valuations, the valuations are based only on the valuer’s professional opinion on a stated date. Prospective investors should have the financial ability and willingness to accept the risks and lack of liquidity associated with investment in an unregulated collective investment scheme of this type.
Limited transferability of Interests
There will be no public market for the Interests, and none is expected to develop. There will be substantial restrictions upon the transferability of Interests under the Limited Partnership Agreement and applicable laws or regulations (including, without limitation, any anti-money laundering or securities laws). In general, withdrawals of interests are not permitted. In addition, Interests are not redeemable.
Long-term investment
The opportunity described in this Memorandum may not be suitable for all recipients. The Fund is designed to be a long-term opportunity. It is not designed as a short-term opportunity. Any prospective investor who has any doubt about the suitability of the Fund should consult an independent financial adviser regarding all aspects of the Fund, including taxation matters, prior to committing to subscribe in the Fund.
Past performance
Past performance of similar investments is not necessarily a guide to future performance of the Fund’s investments.
Market price of investments
The fair value of equity and other financial securities held in the Fund’s portfolio fluctuates with changes in market prices. Prices are themselves affected by movements in currencies and interest rates and by other financial issues including the market perception of future risks. The value of Interests and any income derived from them can go down as well as up and investors may not get back the full amount invested. In particular, no guarantees are made as to investment performance, in respect of either income or capital gains either expressly or by implication.
No assurance of Investment Objective
No representation is or can be made as to the future performance of the Fund, and there is no assurance that the Fund will realise its Investment Objective. Achieving the target return cannot be guaranteed. The value of the Fund assets and the income returns may fluctuate. Investors may not get back, in full or in part, the money that they invest.
| Risk | Impact | Mitigant |
| Operational | The asset is unable to deliver the required output due to operational failure. | All assets complete extensive due diligence of operational efficacy and processes used have been proven at relevant scale. We only partner with strong operational management teams. |
| Regulatory | The local and national governmental hosts of an asset change underlying regulation applicable for asset operation. | BSIF II only operates in countries (for example, the UK) with strong rule of law and with principles of legal grandfathering. The assets are targeted for areas where there are long-term structural need and therefore unlikely to become stranded assets due to regulation. |
| Technical | The asset is unable to deliver the required output and/or quality of output due to inability or failure of the chosen technology and/or technical process. | The majority of assets to be invested in by BSIF II shall have low technology risks and all investments undergo a rigorous third-party due diligence process to validate all technical elements of an investment. For investments where the technical solution involves innovation, we mitigate the risk by making any initial investment relatively small and allowing the innovative elements of the technology to prove themselves. Once this scaling process has been completed, our follow-on investments will seek to scale these platform assets quickly to capture the benefits of these new and innovative solutions to the targeted sustainability challenges. |
| People | Key person risk and general skills gaps within the BSIF II investee companies mean the teams are unable to deliver targeted investment outcomes and returns. | Gresham House insists that for all investee companies a meaningful equity participation scheme (usually at least 10% of the equity) is created and/or made available to all key team members to engender alignment on company performance and tenure horizons. Gresham House is actively involved in pre-investment and post-investment hiring decisions of all key staff and frequently identifies candidates known to Gresham House to bring proven skills and track record to certain key roles such as Chair and C-level staff. |
| Currency | As the fund is denominated in GBP, adverse currency movements may impact foreign asset values and/or input costs. | BSIF II’s exposure to non-GBP denominated investments is capped at 20% (or such other percentage of Benchmark Commitments as may be invested in non UK assets) and any currency impact will be mitigated. We actively implement forward exchange products to manage foreign exchange risks associated with foreign sourced inputs needed in the construction of some of our potential investments. We also seek to engage where possible with UK based delivery partners to avoid any construction or operational costs being foreign denominated. |
Due to the potential for losses, the Financial Conduct Authority (FCA) considers this investment to be very complex and high risk.
What are the key risks?
1. You could lose all the money you invest
- If the business offering this investment fails, there is a high risk that you will lose all your money. Businesses like this often fail as they usually use risky investment strategies.
- Advertised rates of return aren’t guaranteed. This is not a savings account. If the issuer doesn’t pay you back as agreed, you could earn less money than expected or nothing at all. A higher advertised rate of return means a higher risk of losing your money. If it looks too good to be true, it probably is.
- These investments are very occasionally held in an Innovative Finance ISA (IFISA). While any potential gains from your investment will be tax free, you can still lose all your money. An IFISA does not reduce the risk of the investment or protect you from losses.
2. You are unlikely to be protected if something goes wrong
The Financial Services Compensation Scheme (FSCS), in relation to claims against failed regulated firms, does not cover investments in unregulated collective investment schemes. You may be able to claim if you received regulated advice to invest in one, and the adviser has since failed. Try the FSCS investment protection checker at the following address: https://www.fscs.org.uk/check/investment-protection-checker/
Protection from the Financial Ombudsman Service (FOS) does not cover poor investment performance. If you have a complaint against an FCA-regulated firm, FOS may be able to consider it. Learn more about FOS protection at the following address: https://www.financial-ombudsman.org.uk/consumers
3. You are unlikely to get your money back quickly
- This type of business could face cash-flow problems that delay payments to investors. It could also fail altogether and be unable to repay any of the money owed to you.
- You are unlikely to be able to cash in your investment early by selling your investment. In the rare circumstances where it is possible to sell your investment in a ‘secondary market’, you may not find a buyer at the price you are willing to sell.
- You may have to pay exit fees or additional charges to take any money out of your investment early.
4. This is a complex investment
- This kind of investment has a complex structure based on other risky investments, which makes it difficult for the investor to know where their money is going.
- This makes it difficult to predict how risky the investment is, but it will most likely be high.
- You may wish to get financial advice before deciding to invest.
5. Don’t put all your eggs in one basket
- Putting all your money into a single business or type of investment for example, is risky. Spreading your money across different investments makes you less dependent on any one to do well.
- A good rule of thumb is not to invest more than 10% of your money in high-risk investments: https://www.fca.org.uk/investsmart/5-questions-ask-you-invest
If you are interested in learning more about how to protect yourself, visit the FCA’s website at the following address: https://www.fca.org.uk/investsmart
For further information about unregulated collective investment schemes (UCIS), visit the FCA’s website at the following address: https://www.fca.org.uk/consumers/unre
