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 data room and the Information Memorandum (“IM”) are exempt from the general restriction in section 21 of the Financial Services and Markets Act 2000 (“FSMA”) on the communication of invitations or inducements to engage in investment activity, on the ground that they are made only to: investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FinProm”); persons believed on reasonable grounds to be certified high net worth individuals within the meaning of Article 48 FinProm; certified sophisticated investors within the meaning of Article 50 FinProm; and self-certified sophisticated investors within the meaning of Article 50A FinProm.
The purpose of this data room is to provide information to named individuals who have expressed an interest in subscribing for Convertible Loan Notes issued by Oakmere International Ltd (the “Company”), and it describes a private offer to those individuals only. An Application Form will only be provided to persons:
- whom the directors of the Company believe to be (i) a certified high net worth investor, (ii) a certified sophisticated investor or (iii) a self-certified sophisticated investor, in each case in accordance with FinProm; or
- who are pension fund trustees investing pension money where the beneficiary would otherwise be entitled to invest in accordance with this invitation.
Any other person should not rely on this data room or the IM. Applications will only be accepted at the Company's discretion from persons eligible to invest.
Key risks
- Capital at risk. Investment in the Company is speculative and invested capital is at risk of partial or total loss. There is no guarantee the Company will be able to repay the Convertible Loan Notes.
- Illiquid. The notes are not transferable, will not be listed or traded on any market, and cannot be redeemed by investors before maturity. The Company may extend maturity by up to 12 months.
- Unregulated. Neither the Company nor the notes are regulated by the Financial Conduct Authority. The Financial Ombudsman Service and the Financial Services Compensation Scheme do not apply.
- Security is not a guarantee. The notes are secured by a debenture held by a security trustee, but senior lenders may take first-ranking security ahead of noteholders, and the assets may not realise enough to repay investors in full.
- Use of proceeds. Proceeds may be applied at the Company's discretion, including unsecured loans to third parties and offshore entities. Up to 25% of funds raised may be paid in commissions and marketing fees, and up to a further 25% used for working capital.
- Forecasts. The Company was incorporated in April 2025 and has not yet filed financial statements. Project figures and returns are forecasts and may not be achieved.
Important information
Nothing in this data room constitutes investment, tax or legal advice. If you are in any doubt about this investment, you should consult an independent financial adviser authorised under FSMA who specialises in advising on unlisted debt securities.
The IM is not a prospectus and has not been approved by the Financial Conduct Authority or any other regulatory body. It does not purport to contain all the information a prospective investor may require. All statements of opinion, projections and forecasts are those of the Company and its directors, and no representation or warranty is given that they will be achieved.
This data room is confidential and is supplied solely for the information of the intended recipient. It may not be used, disclosed, copied, reproduced, published or further distributed to any other person, in whole or in part, for any purpose. Its distribution may be restricted by law in certain jurisdictions, and persons who access it must inform themselves of and observe any such restrictions. The notes are not available to US Persons.
Please read the full Information Memorandum dated 1 May 2025, including the Risk Factors (pages 18–19) and the Terms and Conditions of Application (page 26), before making any investment decision. Copyright Oakmere International Ltd. All rights reserved.
