Plough Lane Stadium Bond Conditions (these “Conditions”)
1.1 We are the Dons Trust, and our legal name is Wimbledon Football Club Supporters’ Society Limited. We are a registered society incorporated in England and Wales under registered number IP29337R and having our registered office at The Cherry Red Records Stadium, Kingsmeadow, Jack Goodchild Way, 422a Kingston Road, Kingston Upon Thames, Surrey KT1 3PB (the “Trust”, “we”, "us” or “our”). We own AFC Wimbledon football club.
1.2 AFC Wimbledon is returning to Plough Lane, the club’s spiritual home. Works are underway to construct and develop a new stadium at the Plough Lane site, but additional funding is required to advance the project further. At this stage, £11,000,000 of further funding is required, and we hope to raise at least £3,000,000 of that sum through this crowdfunding initiative in which our fans and other stakeholders have an opportunity to make loans to the Trust to make this exciting development a reality.
1.3 In this context the Trust has authorised and approved the issue of up to £11,000,000 of unsecured bonds, subject to these Conditions. Bonds are a type of financial instrument that formalise a loan and set out important terms such as when the loan must be repaid and the interest payable.
1.4 The bonds are issued, subject to these conditions, to enable the Trust to make an onward loan (referred to below as the on-loan) to AFCW PLC (or one of its subsidiaries) to fund the construction and development of the Plough Lane stadium.
1.5 These Conditions govern the basis upon which the Trust may issue bonds for this purpose. Please pay particular attention to any Conditions set out in CAPITALS.
2.1 In these Conditions:
Application means an application made by you to acquire Bonds subject to these Conditions, by completing and submitting an Application Form.
Application Form means the application form available on the Website which must be completed by you, as described in Condition 4.
Board means the board of directors of the Trust for the time being.
Bondholder means a person for the time being entered in the Register as the holder of a Bond.
Bonds means the unsecured bonds issued in accordance with these Conditions and a reference to a “Bond” is a reference to any one of the issued Bonds.
Bond Commencement Date has the meaning set out in Condition 4.4.
Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London.
Certificate means a certificate (which may be electronic or hard copy) issued to a Bondholder to evidence the Bonds that have been issued to the Bondholder.
Deferred Interest Amount has the meaning set out in Condition 7.3.2.
Deferred Principal has the meaning set out in Condition 9.2.2.
Finance Arrangements has the meaning set out in Condition 6.3.
Funds Available means the funds received by the Trust from the relevant Group Company under the On-Loan Agreement.
Group Company means AFCW PLC, or any subsidiary of AFCW PLC.
Interest Rate means the interest rate payable by the Trust to the Bondholder in respect of the applicable Bonds, as set out in the Certificate.
Interest Payment Date means either the date of redemption of the Bonds (where interest is payable on redemption), or each anniversary of the Bond Commencement Date during the term of the Bonds).
Interest Period means each period of 12 consecutive months commencing on the Bond Commencement Date, and each subsequent anniversary of the Bond Commencement Date during the term of the Bonds.
On-Loan means the loan of an equivalent amount to the purchase moneys raised in respect of the Bonds on the same financial terms as the Bonds.
On-Loan Agreement means the loan agreement pursuant to which the Trust makes the On-Loan to a Group Company for the purposes of the Stadium Development.
Register means the register of Bondholders referred to in Condition 12.
Risk Factors means the information provided to you on the Website, summarising the key risks that you should be aware of before making an Application for Bonds.
Scheduled Redemption Date means the date provisionally scheduled for the redemption of a Bonds (meaning the date on which the loan will be repaid to the Bondholder), as set out on the Certificate.
Stadium Development means the construction and development of a football stadium for AFC Wimbledon at Plough Lane, Wimbledon.
Tax means all present and future income and other taxes, levies, assessments, imposts, deductions, charges, duties, compulsory loans and withholdings (wherever imposed) and any charges in the nature of taxation together with interest thereon and penalties and fines in relation thereto, if any, and any payments made on or in relation thereof.
Website means the website located at www.ploughlanebond.com.
2.2 In these Conditions a Bond is "outstanding" unless:
2.2.1 it has been redeemed in full or purchased under Condition 9; or
2.2.2 it is held by a person for the benefit of the Trust.
3. Important Information
3.1 Please read these Conditions carefully. These Conditions tell you how Bonds are issued, how interest is paid, how Bonds are redeemed (meaning that the loan is repaid), and other important information. If you have any queries regarding these terms, please contact us to discuss.
3.2 RISK FACTORS. BEFORE APPLYING FOR BONDS, YOU WILL BE PROVIDED WITH CERTAIN INFORMATION (THE RISK FACTORS) ON OUR WEBSITE AND WILL BE REQUIRED TO CONFIRM THAT YOU UNDERSTAND AND ACCEPT THE RISKS ASSOCIATED WITH APPLYING FOR BONDS. IN PARTICULAR, BECAUSE THE BONDS ARE UNSECURED, THERE IS A RISK THAT YOU MAY LOSE SOME OR ALL OF YOUR INVESTMENT.
3.3 How to contact us. If you are interested in applying for Bonds, or want to find out more, you can contact our Enquiries team by email at email@example.com. If you are an existing Bondholder and have a query regarding your Bonds, you can contact our Admin team by email at firstname.lastname@example.org. Alternatively you can write to us at The Plough Lane Bond, The Dons Trust, The Cherry Red Records Stadium, Jack Goodchild Way, 422a Kingston Road, Kingston upon Thames, Surrey, KT1 3PB.
3.4 How we may contact you. If we have to contact you we will do so using the contact details provided by you in the Application Form or, if you are a Bondholder, using the contact details on record for you in the Register. Unless you inform us in writing that you prefer to be contacted by post, by default we will contact you by email. You must contact us to inform us of any change to your contact details.
3.5 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
4 How to make a loan
4.1 Bonds may be issued by the Trust, subject to these Conditions, in the amounts specified on our Website from time to time, subject to a minimum loan amount value of £1,000.
4.2 If, having read and acknowledged the Risk Factors, you wish to make a loan to the Trust in connection with the Stadium Development you must make an Application by submitting an Application Form via our Website. In your Application you must specify (by selecting from the options available), amongst other things:
4.2.1 The amount of the loan you wish to make;
4.2.2 The rate of interest that you wish to apply;
4.2.3 The date on which you wish your Bonds to be redeemed (being the date on which your loan is repaid); and
4.2.4 Whether you wish to have an option for your Bonds to be redeemed early in the event that the Trust no longer has a controlling interest in AFCW PLC (please see Condition 9.6 for the further details).
PLEASE NOTE THAT YOU MAY NOT RECEIVE INTEREST, OR REPAYMENT OF THE PRINCIPAL AMOUNT OF THE LOAN, ON THE DATES REQUESTED IN YOUR APPLICATION IN CERTAIN CIRCUMSTANCES. PLEASE SEE CONDITION 6.4, CONDITION 7 (INTEREST) AND CONDITION 9 (REDEMPTION) FOR FURTHER DETAILS.
4.3 If we are unable to accept your Application (which we may choose to do at our discretion), we will inform you of this in writing, and we will not accept your payment.
4.4 If we accept your Application, we will confirm receipt of your payment for the amount of the loan specified in your Application and issue the Bonds (at which point you will become a Bondholder) in an amount equal to the sum paid by you. All Bonds (and Certificates issued pursuant to Condition 5 below), shall take effect from the first day of the month following the month in which we accept your Application and receive your payment in full. The means that:
4.4.1 the Interest (payable in accordance with Condition 7); and
4.4.2 the Scheduled Redemption Date,
shall be calculated from that date (the “Bond Commencement Date”).
4.5 If, for any reason, we do not receive in cleared funds the full amount of the loan set out in your Application (for example, if bank charges are deducted, or due to discrepancies arising due to exchange rate conversions), we will hold the monies that you have paid and contact you to recover the balance. Your Application will not be accepted, and we will not issue a certificate, until we have received payment in full.
5.1 A person, on becoming a Bondholder, is entitled without charge to one Certificate for the total principal amount of a Bond registered in his or her name. When a Bondholder has redeemed part of the principal amount of a Bond he or she is entitled without charge to one new Certificate for the balance of the principal amount retained by him or her and any redeemed Certificate shall be cancelled. The Trust is not bound to register joint holders of a Bond.
5.2 Where a Certificate is worn out, defaced, lost or destroyed, the Board may cancel it and issue a replacement Certificate on such terms as to provision of evidence and to payment of any exceptional costs incurred by the Trust in the investigation of that evidence as the Board may decide, and on surrender of the original Certificate (where it is worn out or defaced).
6. How we will use funds raised by Bonds
6.1 Subject to Condition 6.2, the Trust shall apply the purchase moneys received in respect of the Bonds for the purposes of making the On-Loan to a Group Company under the On-Loan Agreement. The On-Loan Agreement sets out the basis upon which the Trust makes the On-Loan to a Group Company to enable the Group Company to advance the Stadium Development. Prior to making the On-Loan, the Trust shall hold all funds raised by the Bonds in a separate bank account.
6.2 In the event that a Group Company has not signed a contract for the construction and development of a stadium at Plough Lane by 1st July 2020, the On-Loan Agreement shall not be concluded and the Bonds shall be redeemed. In such circumstances, the Trust’s sole responsibility shall be to return the principal sums to all Bondholders. NO INTEREST SHALL BE PAYABLE IN THESE CIRCUMSTANCES.
6.3 It is acknowledged that any Group Company may seek additional funding from banks or other commercial lenders for the purposes of financing the Stadium Development. Obtaining additional funding is likely to require the Group Company (or any of them) to enter into additional contracts or finance arrangements with those third party lenders (the “Finance Arrangements”).
6.4 PLEASE BE AWARE THAT THE FINANCE ARRANGEMENTS MAY RESTRICT THE RELEVANT GROUP COMPANY’S ABILITY TO MAKE PAYMENTS TO THE TRUST UNDER THE ON-LOAN AGREEMENT. THIS MAY IN TURN IMPACT THE TRUST’S ABILITY TO MAKE INTEREST PAYMENTS (IN WHOLE OR IN PART) TO BONDHOLDERS OR TO REDEEM BONDS UNDER THESE CONDITIONS.
7.1 Until a Bond is redeemed in accordance with Condition 9, and unless the principal sum has been repaid to the Bondholder pursuant to Condition 6.2 (in which case no interest shall be payable), the Trust shall pay to the Bondholder interest (after any deduction or withholding of any Tax which it is required to make) in accordance with this Condition 7.
7.2 Subject to Condition 4.4, interest shall accrue on the Bonds from day to day at the Interest Rate (per annum) calculated on the basis of a 365-day year and actual days elapsed.
7.3 Interest on the Bonds shall be payable annually in arrears, subject to there being Funds Available to make payment, as set out below:
7.3.1 If on the Interest Payment Date there are Funds Available, interest on the Bonds shall be paid on the Interest Payment Date in respect of the Interest Period ending on the date immediately before the Interest Payment Date;
7.3.2 If on the Interest Payment Date there are no Funds Available or if the Funds Available are not sufficient, the payment of all or part of the interest shall be deferred (the “Deferred Interest Amount”) until the following Interest Payment Date or (if earlier) the date on which the Bonds are redeemed in accordance Condition 9.
7.4 Interest shall accrue in respect of any outstanding Deferred Interest Amount and Deferred Principal at the Interest Rate until such monies are paid in full.
7.5 Interest shall cease to accrue on a Bond as from the due date for redemption of the Bond in respect of the principal amount of the Bond due to be redeemed. However if upon due delivery of the Certificate in accordance with Condition 10.1, payment of principal on the Bond is improperly withheld or refused, interest shall continue to accrue on the principal amount of the Bond due to be redeemed at the same rate (as well after as before judgment) up to but excluding the date of payment of the amount payable on redemption of the Bond.
8. Tax on interest
8.1 The comments below are of a general nature and are based on current United Kingdom law and published HM Revenue & Customs practice. They relate only to the United Kingdom withholding tax treatment of interest payable on the Bonds and do not deal with any other United Kingdom Tax implications of acquiring, holding or disposing of the Bonds. They relate only to the position of investors who are the absolute beneficial owners of the Bonds and does not necessarily apply to certain classes of person (for example, dealers) to whom special rules may apply. The United Kingdom Tax treatment of prospective Bondholders depends on their individual circumstances and may be subject to change at any time in the future, possibly with retrospective effect. We recommend prospective Bondholders seek their own professional advice concerning the Tax consequences of their particular situations.
8.2 There are a number of exemptions which may apply to allow any interest on the Bonds to be paid without withholding or deduction on account of United Kingdom Tax, including (but not limited to) where interest on the Bonds is paid by:
8.2.1 the Trust and, at the time the payment is made, the Trust reasonably believes that the Bondholder is within the charge to United Kingdom corporation tax as regards that interest, provided that HM Revenue & Customs has not given a direction that the interest should be paid subject to deduction of Tax; or
8.2.2 a registered society (such as the Trust) to a Bondholder whose usual place of abode is in the United Kingdom. Bondholders may wish to note that if this exemption applies, the Trust is required to provide certain information, including the Bondholder's name and place of residence and the amount paid to that Bondholder, to HM Revenue & Customs.
8.3 In cases where an exemption does not apply, payments of interest on the Bonds will generally be subject to withholding or deduction on account of United Kingdom Tax, subject to the availability of any domestic law exemption or any relief under the provisions of any applicable double tax treaty.
8.4 Where a payment of interest is made without withholding or deduction on account of United Kingdom Tax, a Bondholder may be subject to income tax or corporation tax (as appropriate) on such payment.
9. Redemption (when a loan will be repaid)
9.1 The Trust shall (to the extent there are Funds Available and after payment of interest due under the Bonds) have the option, without the consent of the Bondholders, to redeem the Bonds at any time. If we choose to do this we will contact you using the methods set out in Condition 3.4.
9.2 Unless previously redeemed or purchased by the Trust, the Trust shall, subject to the provisions of this Condition 9 and to the extent there are Funds Available after payment of interest (including any Deferred Interest Amount) due under the Bonds, redeem each Bond as follows:
9.2.1 If on the Scheduled Redemption Date there are Funds Available, the Trust shall redeem the Bonds on the Scheduled Redemption Date in the amounts shown on the Certificate; and
9.2.2 If on the Scheduled Redemption Date there are no Funds Available or if the Funds Available are not sufficient, the redemption of the Bonds and the repayment of the balance of the loan (the “Deferred Principal”) shall be deferred until paid in accordance with Condition 9.3.
9.3 To the extent that any Bonds are not redeemed under Condition 9.1 or Condition 9.2.1 above (including with respect to Deferred Principal), the Trust shall redeem the Bonds within 15 Business Days of there being Funds Available after payment of interest (including any Deferred Interest Amount) due under the Bonds.
9.4 The Trust shall give reasonable notice to the Bondholders if any principal is not going to be paid on the date it would otherwise fall due but for the provision of this Condition 9 and of the date of payment of any Deferred Principal to enable the Bondholder to comply with its obligations under Condition 10.1.
9.5 The Trust shall cancel a Bond redeemed or purchased by the Trust and may not reissue or resell that Bond.
9.6 If a Bondholder has reserved a right to do so in its Application, a Bondholder may require the Trust to redeem its Bond in the event that it no longer has a controlling interest in AFCW PLC. For the purposes of this Condition 9.6, “controlling interest” means:
9.6.1 the Trust having a constitutional right to more than 50% of the voting rights of AFCW PLC; or
9.6.2 the Trust having the right to appoint a majority of the directors of each Group Company;
from time to time.
9.7 In the event that the Trust reasonably believes that it will cease to have a controlling interest, the Trust shall contact each Bondholder who has elected this option and, unless that Bondholder confirms in writing that he or she does not wish to exercise such right, the Trust shall redeem the applicable Bond by no later than 60 days after the date on which a Group Company receives investment following the Trust ceasing to have a controlling interest.
10 Procedure on Redemption and Unclaimed Moneys
10.1 When a Bond is redeemed, the Trust shall pay to the Bondholder the sums payable in accordance with Condition 9. Upon repayment of the entire principal amount of the loan, any Certificate issued in respect of such Bond shall be deemed to be cancelled. If redemption is of part of the Bond, the Trust shall without charge issue a new Certificate representing the principal amount of the Bond which is to continue outstanding and any Certificate redeemed in part shall be cancelled. Where any Certificate has been issued in hard copy the Trust may, as a condition of redemption, require the Bondholder to return to the original Certificate to the Trust.
10.2 If the Trust is unable to make payment in accordance with Condition 7 or Condition 9 by reason of the Bondholders actions or omission (including, without limitation, failure to provide complete or correct account details or payment information):
10.2.1 the Trust shall pay all amounts payable in respect of the Bond into a separate interest-bearing bank account (in such circumstances interest shall accrue at the rate available to the Trust in the relevant bank account);
10.2.2 the payment of an amount into a bank account shall constitute the Trust as a trustee in respect of such amount and the Trust shall inform the Bondholder concerned of the details of the bank account into which such payment has been made;
10.2.3 the Trust shall comply with any reasonable request for the transfer of monies from the account to the Bondholders; and
10.2.4 if the amount remains unclaimed after a period of ten years from the date of payment of the amount into the account, the relevant Bondholder ceases to be entitled to the amount and it then belongs to the Trust.
11 Payments made in respect of Bonds
11.1 Unless the Trust agrees an alternative payment with a Bondholder in advance, the Trust shall pay all sums payable in respect of a Bond by electronic transfer to the bank account notified by the Bondholder.
11.2 The Trust is not responsible for amounts lost or delayed in the course of payment as a consequence of the Trust complying with the Bondholder’s instructions, as a result of the Trust agreeing to make payment otherwise than by electronic bank transfer, or as a result of the Bondholder failing to provide correct bank account, address, or payment information.
11.3 If the due date for payment of an amount in respect of a Bond is not a Business Day, the Bondholders are not entitled to payment of the amount until the next following Business Day and is not entitled to any further interest or other payment in respect of the resulting delay in payment.
11.4 The Trust shall make all payments in respect of a Bond in British Pounds sterling (“GBP”). In the event that a Bondholder requests payment (by way of interest or repaid principal) to a non-GBP or non-UK bank account, payment will be made after deduction of all applicable bank charges and shall be subject to exchange rate conversion. The Trust shall not be responsible for any shortfall in the monies received by you as a consequence of exchange rate fluctuations, non-GBP transaction fees, or other bank charges. If these charges have the effect of significantly diminishing the interest payments that you receive, please contact us to discuss whether there are alternative methods by which these payments can be made.
12.1 The Trust shall keep a register of Bondholders at its registered office and enter in it:
12.1.1 the name and address of each Bondholder;
12.1.2 the date on which each person was registered as a Bondholder;
12.1.3 the principal amount of each Bond held by a Bondholder;
12.1.4 the serial number of each Certificate issued and the date of its issue;
12.1.5 the date on which a person ceased to be a Bondholder,
and any changes to the above information.
12.2 The Trust may charge a reasonable administrative fee to make any changes to the Register which are required by (or on behalf of) the Bondholder.
13 How we use your personal information
14 Transmission (relevant where a Bondholder is deceased)
14.1 The Trust may recognise only the personal representatives of a deceased Bondholder as having title to a Bond held by that Bondholder alone or to which he or she alone was entitled. Nothing in these Conditions releases the estate of a deceased Bondholder from liability in respect of a Bond which has been held by him or her.
14.2 A person becoming entitled by transmission to a Bond may, on production of any evidence the Board may reasonably require, elect either to be registered as a Bondholder or to have a person nominated by him registered as a Bondholder. If he elects to be registered himself, he shall give notice to the Trust to that effect. If he elects to have another person registered, he shall execute an instrument of transfer of the Bond to that person. All the provisions of these Conditions relating to the transfer of Bonds apply to the notice or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the Bondholder and his or her death, bankruptcy or other event giving rise to a transmission of entitlement had not occurred.
14.3 The Board may give notice requiring a person to make the election referred to in Condition 14.2. If that notice is not complied with within 60 days the Board may withhold payment of principal moneys, interest and all other amounts payable in respect of the Bond until notice of election has been made.
14.4 Where a person becomes entitled by transmission to a Bond, the rights of the Bondholder in relation to the Bond cease. The person entitled by transmission may, however, give a good discharge for principal moneys, interest and other amounts payable in respect of the Bond and, subject Condition 14.2 and Condition 14.3 above, has the rights to which he would be entitled if he were the holder of the Bond. The person entitled by transmission is not, however, before he is registered as the holder of the Bond, entitled in respect of it to receive notice of or exercise rights conferred by being a Bondholder in relation to meetings of the Bondholders.
14.5 A person who becomes entitled to a Bond by transmission is bound by a notice in respect of the Bond which, before his or her name is entered in the Register, has been properly served on a person from whom he derives his or her title (as set out in Condition 3.4).
14.6 Where a person is entitled by transmission to a Bond, the Trust may give a notice or other document to that person as if he were the holder of a Bond by addressing it to him or her by name or by the title of the representative of the deceased or trustee of the bankrupt member (or by similar designation) at an address in the United Kingdom supplied for that purpose by the person claiming to be entitled by transmission. Until an address has been supplied, a notice or other document may be given in any manner in which it might have been given if the death or bankruptcy or other event had not occurred. The giving of notice in accordance with this Condition 14.6 is sufficient notice to all other persons interested in the Bond.
15 General Terms
15.1 The Bonds are non-transferrable. Subject to Condition 14, you may not transfer your rights or your obligations under the Bonds. If there are circumstances in which you require a change of ownership in the Bond, please contact us and we may (in certain circumstances) agree a novation.
15.2 Nobody else has any rights under the Bonds (except as set out in Condition 14). This contract is between you and us. No other person shall have any rights to enforce any of its terms, except as explained in Condition 14 if a Bondholder dies.
15.3 If a court finds part of these Conditions illegal, the rest will continue in force. Each of Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining Conditions will remain in full force and effect.
15.4 Which laws apply to these Conditions and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.