SHORT-TERM INVESTMENT-SCCA

Project Description

Offering Title: Short-Term Investment- SCCA SCCA meaning: Secured by Cashflow from Commercial Asset INFORMATION MEMORANDUM ON DREAMCITY CAPITAL LIMITED N100,000,000 SHORT TERM INVESTMENT OFFERING SECURED BY CASHFLOW BACKGROUND: DreamCity Capital Limited (digital asset offering platform), a limited liability company incorporated in Nigeria and licensed by the Security and Exchange Commission has established this N100,000,000 (One Hundred Million Naira) Short-term Investment Offering (the “offering”) subject to the terms and conditions (“Terms and Conditions”) contained in this Information Memorandum. This Information Memorandum is to be read and construed in conjunction with any supplement hereto and all documents which are incorporated herein by reference and shall be read and construed on the basis that such documents are incorporated and form part of this Information Memorandum. In the event of any occurrence of a significant factor, material mistake or inaccuracy relating to the information included in this Information Memorandum, DreamCity Capital will prepare a supplement to this Memorandum or publish a new Information Memorandum for use in connection with any subsequent Investment Offering. IMPORTANT INFORMATION: This Information Memorandum contains information provided by DreamCity Capital in connection with the Offering. DreamCity Capital accepts responsibility for the information contained in this Information Memorandum. To the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained or incorporated in this Information Memorandum is correct and does not omit any material fact that is likely to affect the import of such information. This offering is open to all members of the public subject to the terms of this Information Memorandum and other incorporated documents. No person has been authorized by DreamCity Capital to give any information or to make any representation not contained or not consistent with this Information Memorandum or any information supplied in connection with the Offering and if given or made, such information or representation must not be relied upon as having been authorized by DreamCity Capital. Neither this Information Memorandum nor any other information supplied in connection with the Offering is intended to provide a basis for any credit or other evaluation or should be considered as a recommendation or the rendering of investment advice by DreamCity Capital that any recipient of this Information Memorandum should invest in the Offering. Each person contemplating investing in the Offering should make its own independent investigation and financial judgments before investing. INCORPORATION OF DOCUMENTS BY REFERENCE This Information Memorandum should be read and construed in conjunction with: (a) Investment Contract (b) DreamCity Capital Terms and Conditions and Risk Statement (contained at www.dreamcitycapital.com) which shall be deemed to be incorporated into, and to form part of, this information Memorandum and which shall be deemed to modify and supersede the contents of this Information Memorandum as appropriate. DreamCity Capital may for so long as any investment remains outstanding, publish an amended and restated Information Memorandum where there has been: - (a) a material change in the condition (financial or otherwise) of DreamCity Capital which is not then reflected in the Information Memorandum or any supplement to the Information Memorandum; or (b) any modification of the terms of the Offering, which would then make the Offering materially inaccurate or misleading. Any such new Information Programme Memorandum as supplemented and/or modified shall be deemed to have been substituted for the previous Programme Memorandum or to have modified the previous Programme Memorandum from the date of its issue. TRANSACTION OVERVIEW The information contained in this section is a summary of certain aspects and features of the Offering, and the related Documents. This summary does not contain all the information that you should consider before investing in the offering nor does it purport to be complete. Therefore, it should be read in conjunction with, and is qualified in its entirety by reference to, the detailed information presented in the remainder of this Information Memorandum. Investors should read the entire Information Memorandum carefully, associated risks. THE OFFERING The offering is a N100,000,000 (One Hundred Million Naira) short term investment offering secured by the cashflow from DreamCity Capital’s commercial real estate asset. The Commercial real estate (commercial asset) is a newly commissioned boutique hotel situated at the elite environ of Maitama, Abuja. It comprises 22 tastefully furnished contemporary rooms currently generating revenue in excess of N30,000,000 monthly at 55% booking rate. This Offering is part of a series of investment offerings offered to the public by DreamCity Capital to enable investors invest in choice real estate projects. The Offering provides competitive returns on investments, a defined investment duration with guaranteed termly payouts. OFFERING DURATION & INVESTMENT PAYOUTS The total offering size is N100,000,000 (One Hundred Million Naira) and is offered to the public with a minimum investment sum of N500,000.00 (Five Hundred Thousand Naira) and a projected return on investment of 15% over an investment duration of 12 months. Payout shall be made in 4 equal tranches (comprising principal and interest) over a period of 12 months commencing from the close/end of the Offering. USE OF PROCEEDS AND SOURCE OF REPAYMENT The net proceeds from the Offering will be used solely to fund working capital needs of the commercial asset and to upscale infrastructure. The source of repayment of the Offering will be from the cash flows from the operations of the commercial asset in its ordinary course of business; please note that only about 35% percentage of the currently cashflow from the commercial asset is needed for repayment of capital plus returns to investors. COLLATERAL AND SECURITY The Offering is secured by the cashflow from the commercial asset, our appointed Trustees shall warehouse monthly payments from the commercial assets cashflow in a Trust Account from which the obligation to Investors shall be paid. GOVERNING LAW The Offering, documentation and all definitive agreements arising out of or in connection with it, shall be governed by and construed in all respects in accordance with the laws of the Federal Republic of Nigeria. FORM, DENOMINATION AND TITLE (a) Form and Denomination: Unless otherwise specified, investment shall be in a minimum amount of N500,000.00 (Five Hundred Thousand Naira) shall have a maturity not exceeding 365 (Three Hundred and Sixty Five) days. (b) The Offering will be denominated in Naira. (c) Investment proceeds will be payable in four equal installments comprising principal and interest over a period of 365 days. REDEMPTION The Investment is only redeemable as stated in Clause (c) PAYMENTS (PAYOUTS) The principal and interest will be paid to the Investors whose names are reflected in the Register maintained by the Trustees as at the close of business on each Payment Date. The registered investor shall be the only person entitled to receive payments in respect of an investment and the DreamCity Capital will be discharged by payment to, or to the order of, the registered Investor in respect of each amount so paid. METHOD OF PAYMENTS (a) Payment of the outstanding obligation in respect of the Investment will be made by electronic funds transfer, in Naira, and as specified in the Investment Contract. (b) All monies payable in respect of the Investment shall be to respective Investor’s Payment Wallet on the DreamCity Capital’s Webapp and shall from there be transferrable to the Investor’s Bank Accounts. PAYMENT DAY Any payment in respect of the Investment shall be made on a Business Day. Where the day on or by which a payment of any amount in respect of the Investment is due to be made is not a Business Day, that payment shall be made on or by the next succeeding Business Day, unless that next succeeding Business Day falls in a different calendar month, in which case that payment shall be made or that event shall occur on or by the immediately preceding Business Day. EVENT OF DEFAULT (a) An Event of Default in relation to the Investment shall arise as defined in the Investment Contract. (b) Upon the occurrence of an Event of Default, actions shall be taken as defined in the Investment contract. NOTICES Notices to the Investors. (a) All notices to the Investors will be valid if mailed to them at their respective addresses of record in the relevant register of Investors or email addresses provided upon subscription to the DreamCity Webapp/Mobileapp. (b) Any notice shall be deemed to have been given on the second day after being so mailed or on the date of publication in national newspapers, or if published more than once or on different dates, on the date of the first publication. Notices from Investors (a) Notices to be given by any Investor to DreamCity Capital shall be in writing and given by lodging the same with the Trustee. (b) Any change of name or address on the part of the Investor shall forthwith be notified to DreamCity Capital and the Trustee and subsequently, the Register shall be altered accordingly. MODIFICATION DreamCity Capital may agree without the consent of the Investors, to any modification of the Terms and Conditions which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with the regulatory instructions/demands or mandatory provisions of any law in Nigeria and which is not prejudicial to the interest of the Investor. Notice of such modification shall be given to investors. MEETING OF INVESTORS DreamCity Capital and or the Trustees may at any time convene a meeting of all Investors upon at least 21 (twenty-one) days prior written notice to such Investors. Such Notice shall specify the date, place and time of the meeting to be held, which place shall be in Nigeria. DISCLAIMER The Offering and investment is not and cannot be construed as an offer for equity ownership in DreamCity Capital or the Commercial Asset. RISK FACTORS The following section does not describe all the risks (including those relating to each prospective investor’s particular circumstances) with respect to an investment in the Offering. The risks in the following section are provided as general information only. Prospective investors should refer to and carefully consider the risks described below and the information contained in our terms & conditions and elsewhere in this Information Memorandum, which may describe additional risks associated with the Investment. Investors should also seek professional advice before making investment decisions in respect of the Offering. (a) Economic & Political Risk DreamCity Capital’s operations are predominantly conducted in Nigeria, where most of its customers also reside. Accordingly, its business, results of operations, and/or financial condition depend significantly on the economic and political conditions prevailing in Nigeria. Nigeria’s political, economic and social stability has been characterized by political and religious conflicts, terrorism, social and religious tensions, including protests, any or all of which may materially and adversely impact economic conditions and growth in the country. (b) Change in Governing Law DreamCity Capital is duly incorporated and established under Nigerian law, which remains in effect as at the date of this Information Memorandum. No assurance can be given as to the impact of any possible judicial decision or change in Nigerian law or the official application or interpretation of Nigerian law after the date of this Information Memorandum. (c) Liquidity Risk Liquidity risk is the risk that DreamCity Capital would be unable to meet its obligations as they become due. This may arise where the cushion provided by liquid assets is not sufficient to meet outstanding maturing obligations; DreamCity Capital have measures in place to ensure monthly payment are made into our trustee accounts in savings for payouts when due; in addition, DreamCity Capital has also appointed Trustees to warehouse monthly cashflow to ensure a steady funds to meet obligations to Investors. (d) Independent Review and Advice Each prospective investor in the Offering must determine, based on its own independent review and such professional advice as it deems appropriate under this circumstances and that its acquisition of the Investment is fully consistent with its financial needs, objectives and condition; having read and agrees with our terms & conditions and the investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for it, notwithstanding the clear and substantial risks as stated in our terms & conditions. A prospective investor may not rely on DreamCity Capital or any of their respective affiliates in connection with its determination as to the legality of its acquisition of the Investment or as to the other matters referred to above. SECONDARY MARKET EXIT WINDOW POLICY This Investment offering offered by DreamCity Capital are intended to be held until the end of the Investment duration and thus, cannot be terminated mid-way. For further inquiries contact us by email info@dreamcitycapital.com or by call 08077754252 details