Marshall Sterling

Private Equity and Credit Opportunities

Who is Marshall Sterling Investment Management

Marshall Sterling is a financial institution providing, Discretionary Fund Management “DFM”, Discretionary Investment Management “DIM”, Corporate Finance Advice, Corporate Valuations, Information Memorandums, Prospectuses, Pitch Decks, Fundraising Services, Private Placements of Equity and Credit, Pre-IPO and Public Listing by way of our FCA Regulation. 

Marshall Sterling also provides cost-effective liquidity, for self-trade “Execution Only” access to Exchange Traded Funds “ETFs”, Equity Shares, “Share Dealing”, Fractional Share Dealing, Corporate and Government Bonds, Futures and Options, Commodity Derivatives and Foreign Exchange “FX”.

Login or Registration Terms of Access

This information you are about to gain access to is strictly Private and Confidential and is made available for discussion purposes only to select parties by invitation only.
This page is primarily intended for Institutional Investors such as Funds and Family Offices however, access is ultimately restricted to the following eligible investors.

  • Eligible Counterparties;
  • Professional;
  • High Net Worth; and
  • Sophisticated Investors.

Retail Clients and any other parties which do not fall into one of the above categories are not permitted to access, or act upon the information and should exit the page.
Please ensure you review the categorisation definition and criteria from the bottom of this page before making your selection. You will be asked to attest to this again as part of any investment application.
All prospective investors will be required to undertake Appropriateness or a Suitability Assessment and AML processes prior to making any investment.

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Client Categorisation and Risk Information

Regulatory Risk Disclaimer

Estimate reading time: 2 min

Due to the potential for losses, the Financial Conduct Authority (FCA) considers this investment to be high risk.

What are the key risks?

  1. You could lose all the money you invest
    •  If the business you invest in fails, you are likely to lose 100% of the money you invested (ignoring the application of any tax reliefs). Most start-up businesses fail.
  1. You are unlikely to be protected if something goes wrong
    • Protection from the Financial Services Compensation Scheme (FSCS), in relation to claims against failed regulated firms, does not cover poor investment performance. Try the FSCS investment protection checker here: Check if your investments are FSCS protected | FSCS
    • 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 here: For consumers (financial-ombudsman.org.uk)
  1. You won’t get your money back quickly
    • Even if the business you invest in is successful, it may take several years to get your money back. You are unlikely to be able to sell your investment early.
    • The most likely way to get your money back is if the business is bought by another business or lists its shares on an exchange such as the London Stock Exchange. These events are not common.
    • If you are investing in a start-up business, you should not expect to get your money back through dividends. Start-up businesses rarely pay these.
  1. 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.

STANDARD GENERAL DISCLAIMER IN RELATION TO THE PRODUCTS DETAILED HEREIN

Investments in Non-Mass Market Investments such as, Non-Mainstream Pooled Investments or Speculative Illiquid Securities, for example; a security issued by a special purpose vehicle other than an excluded security, a debenture or preference share carry a high degree of Risk.

Don’t invest unless you’re prepared to lose all the money you invest. This is a high-risk investment and you are unlikely to be protected if something goes wrong.
This notice cannot disclose all the risks associated with the products we make available to you. You should not invest in or deal in any financial product unless you understand its nature and the extent of your exposure to risk. You should also be satisfied that it is suitable for you in the light of your circumstances and financial position. Different investment products have varied levels of exposure to risks and to different combinations of risks.

General
All investments involve a degree of risk of some kind. This section describes some of the risks which could be relevant to the services we provide to you. We may provide further risk information during the course of our services to you, as appropriate.

Our services relate to certain investments whose prices are dependent on fluctuations in the financial markets outside our control. Investments and the income from them may go down as well as up and you may get back less than the amount you invested. Past performance is not a guide to future performance.

We aim to provide investors with information to help them make their own investment decisions although this should not be construed as advice or an investment recommendation to buy, hold or sell. No view is given as to the present or future value or price of any investment, and investors should form their own view in relation to any proposed investment. If you are unsure about the suitability of an investment or if you need advice on your specific requirements, we strongly suggest that you consider professional financial advice.

Occasionally, an opinion about whether to buy or sell a specific investment may be provided. The content is not intended to be a personal recommendation to buy or sell any financial instrument or product, or to adopt any investment strategy as it is not provided based on an assessment of your investing knowledge and experience, your financial situation or your investment objectives.

Non-mainstream investments
Due to the potential for losses, the Financial Conduct Authority (FCA) considers this investment to be high risk.

What are the key risks
You could lose all the money you invest

  • If the business you invest in fails, you are likely to lose 100% of the money you invested. Most start-up businesses fail.

You are unlikely to be protected if something goes wrong

  • Protection from the Financial Services Compensation Scheme (FSCS), in relation to claims against failed regulated firms, does not cover poor investment performance. Try the FSCS investment protection checker here.
  • 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 here.

 You won’t get your money back quickly

  • Even if the business you invest in is successful, it may take several years to get your money back. You are unlikely to be able to sell your investment early.
  • The most likely way to get your money back is if the business is bought by another business or lists its shares on an exchange such as the London Stock Exchange. These events are not common.
  • If you are investing in a start-up business, you should not expect to get your money back through dividends. Start-up businesses rarely pay these.

Diversify your investments

  • 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.

The value of your investment can be reduced

  • The percentage of the business that you own will decrease if the business issues more shares. This could mean that the value of your investment reduces, depending on how much the business grows. Most start-up businesses issue multiple rounds of shares.
  • These new shares could have additional rights that your shares don’t have, such as the right to receive a fixed dividend, which could further reduce your chances of getting a return on your investment.

If you are interested in learning more about how to protect yourself, visit the FCA’s website here.

Other considerations
Currency risk
Investments denominated in a currency other than sterling or ones that undertake transactions on foreign markets, which include the financial markets of developing countries (Emerging Markets), may expose you to greater risks caused by fluctuations in foreign exchange rates. This can adversely affect the value of your return and the value of your investment. Investments in emerging markets are exposed to additional risks, including accelerated inflation, exchange rate fluctuations, adverse

Liquidity risk
There may be difficulty in selling an investment caused by a number of factors, including but not limited to insolvency of the investment, adverse stock market conditions, selling restrictions placed on funds by their managers (sometimes referred to as gating, lockups, notice periods or suspension of redemptions). In these circumstances you may not be able to sell such investments in a timely manner and the value of those investments may fall significantly.

Stabilisation/Initial public offerings (IPOs)/New issues
When securities are newly issued, the market price is sometimes artificially maintained by the issuer during the period when a new issue is to be sold to the public. This is known as stabilisation and may affect not only the price of the new issue but also the price of other securities relating to it. Stabilisation is allowed, as long as a strict set of rules is followed, in order to counter the prospect of a drop in price before buyers can be found. The overall effect of this process may be to keep the price at a higher level than it would otherwise be during the period of stabilisation.

Self-directed investment (execution-only services)
Execution Only investment, is where investors make their own investment decisions and transactions are made on an unadvised or unmanaged basis and is not for everybody. Investors who choose to invest in this manner should regularly review their portfolio, or seek professional advice, to ensure that the underlying assets remain in line with their investment objectives. This can be particularly important for those investing towards a defined time horizon, for example, those investing for retirement via a pension.
This list is not intended to be fully inclusive of all relevant risks; we would strongly encourage you to ensure that you have read all relevant literature, and that you are comfortable that you understand all of the associated risks relating to an investment, ensuring an alignment to your personal circumstances, attitude to risk and investment objectives before you decide whether or not to purchase it.  Should you be in any doubt as to the risks involved, or to the suitability of a particular investment, you should seek professional financial third-party advice.

HIGH NET WORTH INVESTOR STATEMENT

Please confirm whether you qualify as a high-net-worth investor on the basis that A or B apply to you.

In the last financial year did you have:

 

  

  

 

 

SOPHISTICATED INVESTOR STATEMENT

Please confirm whether you qualify as a sophisticated investor on the basis that in the last three years you have received a certificate from an authorised firm confirming you understand the risks involved with S/EIS Investments.

  

 

 

 

SELF-CERTIFIED SOPHISTICATED INVESTOR STATEMENT

Please confirm whether you qualify as a self-certified sophisticated investor on the basis that A, B, C or D apply to you.

 

In the last two years have you:

  

  

  

  

 

 

Sign______________
Date _____________

Professional clients are divided into two sub-categories:
  1. Per se professional clients; and
  2. Elective professional clients.
Each of the following is a per se professional client unless and to the extent it is an eligible counterparty or is given a different categorisation under this chapter: (1) an entity required to be authorised or regulated to operate in the financial markets. The following list includes all authorised entities carrying out the characteristic activities of the entities mentioned, whether authorised in the UK or a third country: (a) a credit institution; (b) an investment firm; (c) any other authorised or regulated financial institution; (d) an insurance company; (e) a collective investment scheme or the management company of such a scheme; (f) a pension fund or the management company of a pension fund; (g) a commodity or commodity derivatives dealer; (h) a local authority; (i) any other institutional investor; (2) in relation to MiFID or equivalent third country business a large undertaking meeting two of the following size requirements on a company basis: (a) balance sheet total of EUR 20,000,000; (b) net turnover of EUR 40,000,000; (c) own funds of EUR 2,000,000; (3) in relation to business that is not MiFID or equivalent third country business a large undertaking meeting anyof the following conditions: (a) a body corporate (including a limited liability partnership) which has (or any of whose holding companies or subsidiaries has) (or has had at any time during the previous two years) called up share capital or net assets of at least £5 million (or its equivalent in any other currency at the relevant time); (b) an undertaking that meets (or any of whose holding companies or subsidiaries meets) two of the following tests: (i) a balance sheet total of EUR 12,500,000; (ii) a net turnover of EUR 25,000,000;~ (iii) an average number of employees during the year of 250; (c) a partnership or unincorporated association which has (or has had at any time during the previous two years) net assets of at least £5 million (or its equivalent in any other currency at the relevant time) and calculated in the case of a limited partnership without deducting loans owing to any of the partners; (d) a trustee of a trust (other than an occupational pension scheme, SSAS, personal pension scheme or stakeholder pension scheme) which has (or has had at any time during the previous two years) assets of at least £10 million (or its equivalent in any other currency at the relevant time) calculated by aggregating the value of the cash and designated investments forming part of the trust’s assets, but before deducting its liabilities; (e) a trustee of an occupational pension scheme or SSAS, or a trustee or operator of a personal pension scheme or stakeholder pension scheme where the scheme has (or has had at any time during the previous two years): (i) at least 50 members; and (ii) assets under management of at least £10 million (or its equivalent in any other currency at the relevant time); (4) a national or regional government, including a public body that manages public debt at national or regional level, a central bank, an international or supranational institution (such as the World Bank, the IMF, the ECB, the EIB) or another similar international organisation; (5) another institutional investor whose main activity is to invest in financial instruments (in relation to the firm’s MiFID or equivalent third country business) or designated investments (in relation to the firm’s other business). This includes entities dedicated to the securitisation of assets or other financing transactions. Elective professional clients A firm may treat a client other than a local public authority or municipality as an elective professional client if it complies with (1) and (3) and, where applicable, (2): (1) the firm undertakes an adequate assessment of the expertise, experience and knowledge of the client that gives reasonable assurance, in light of the nature of the transactions or services envisaged, that the client is capable of making his own investment decisions and understanding the risks involved (the “qualitative test”); (2) in relation to MiFID or equivalent third country business in the course of that assessment, at least two of the following criteria are satisfied: (a) the client has carried out transactions, in significant size, on the relevant market at an average frequency of 10 per quarter over the previous four quarters; (b) the size of the client’s financial instrument portfolio, defined as including cash deposits and financial instruments, exceeds EUR 500,000; (c) the client works or has worked in the financial sector for at least one year in a professional position, which requires knowledge of the transactions or services envisaged; (the “quantitative test”); and (3) the following procedure is followed: (a) the client must state in writing to the firm that it wishes to be treated as a professional client either generally or in respect of a particular service or transaction or type of transaction or product; (b) the firm must give the client a clear written warning of the protections and investor compensation rights the client may lose; and (c) the client must state in writing, in a separate document from the contract, that it is aware of the consequences of losing such protections.

Eligible counterparties are divided into two sub-categories:

  1. per se eligible counterparty; and
  2. elective eligible counterparty.

(1) An eligible counterparty is a client that is either a per se eligible counterparty or an elective eligible counterparty.
(2) A client can only be an eligible counterparty in relation to eligible counterparty business

Per se eligible counterparties

Each of the following is a per se eligible counterparty (including an entity that is not from the UK that is equivalent to any of the following) unless and to the extent it is given a different categorisation under this chapter:

(1) an investment firm;
(2) a credit institution;
(3) an insurance company;
(4) a collective investment scheme authorised under the UK provisions which implemented the UCITS Directive or its management company;
(5) a pension fund or its management company;
(6) another financial institution authorised or regulated under the law of the United Kingdom;
(8) a national government or its corresponding office, including a public body that deals with public debt at national level;
(9) a central bank; and
(10) a supranational organisation.

For the purpose of COBS 3.6.2 R (6), a financial institution includes regulated institutions in the securities, banking and insurance sectors.

Elective eligible counterparties

A firm may treat a client as an elective eligible counterparty in relation to business other than MiFID or equivalent third country business if:

(1) the client is an undertaking and:
(a) is a per se professional client (except for a client that is only a per se professional client because it is an institutional investor under COBS 3.5.2 R (5)) and:
(i) is a body corporate (including a limited liability partnership) which has (or any of whose holding companies or subsidiaries has) called up share capital of at least £10 million (or its equivalent in any other currency at the relevant time); or
(ii) meets the criteria in the rule on meeting two quantitative tests (COBS 3.5.2 R (3)(b)); and
(b) requests such categorisation; and

(2) the firm adheres to the procedure set out at COBS 3.6.4BUK.
Provided that it adheres to the procedure set out at COBS 3.6.4BUK, a firm may treat a client as an elective eligible counterparty in relation to MiFID or equivalent third country business if the client:
(1) is an undertaking;
(2) is a per se professional client, except for a client that is only a per se professional client because it is an institutional investor under COBS 3.5.2R(5); and
(3) requests such categorisation.

Article 71(5) of the MiFID Org Regulation sets out the procedure to be followed where a client requests to be treated as an eligible counterparty.

71(5) Where a client requests to be treated as an eligible counterparty, in accordance with [COBS 3.6.4AR], the following procedure shall be followed:
(a) the investment firm shall provide the client with a clear written warning of the consequences for the client of such a request, including the protections they may lose;
(b) the client shall confirm in writing the request to be treated as an eligible counterparty either generally or in respect of one or more investment services or a transaction or type of transaction or product and that they are aware of the consequences of the protection they may have lost as a result of the request.

The categories of elective eligible counterparties include an equivalent undertaking that is not from an the United Kingdom provided the above conditions and requirements are satisfied.
A firm may obtain a prospective counterparty’s confirmation that it agrees to be treated as an eligible counterparty either in the form of a general agreement or in respect of each individual transaction.

Breadcrumbs: Corporate Finance Advice, Corporate Fundraising, Listing, Buy a business, Sell a business, EIS, Information Memorandum, Offering Memorandum, Prospectus, Private Equity and Credit Solutions, PE-Gateway, PE Registration