This Website and this Risk Guide Webpage provide information regarding the investment products / funds (“products”) promoted and managed by Cogress Limited (“Cogress”).
Before receiving financial promotions or commencing to make an investment in the products, you should ensure that you are self-certified as either a High Net Worth individual or a Sophisticated Investor, as defined by the Financial Conduct Authority (“FCA”) under the Financial Services and Markets Act 2000 (“FSMA”). If you are not sure whether you fall into any of the groups that can have a Unregulated Collective Investment Schemes (“UCIS”) promoted to them, you should ask your financial adviser what category applies to you.
The material on this website is for information only and should not be regarded as an offer or invitation to invest.
The products are not authorised or recognised Collective Investment Schemes and are considered Unregulated Collective Investment Schemes for the purposes of the UK’s Financial Services and Markets Act 2000, and the promotion of a UCIS either within the UK or from the UK is restricted by FSMA. Investment in UCIS is a high-risk investment and as such is only to be marketed to investors with a defined level of knowledge and experience. Investors may lose all the money they invest in the products and returns are not guaranteed.
Information on this website relating to the products is only made available to persons falling within the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, as defined by the rules of the UK’s Financial Conduct Authority (“FCA”). The products cannot be promoted to the general public in the UK but can be proposed to some limited types of investor, including certified high net worth investors, sophisticated investors, self-certified sophisticated investors and existing investors in UCIS. Cogress does not market the products to those investors who have not disclosed that they meet the criteria outlined above.
The Risk Guide below constitutes only a summary of the main risks associated with the products. It cannot be guaranteed that this list is exhaustive. There may be other unknown risks, uncertainties, or risks which are believed to be currently immaterial. As such, investors should make their own investment decisions based on their own assessment of the relevant investment. If you are in any doubt as to the suitability of any investment, you should seek professional, independent investment or legal advice as required. Prospective investors should carefully consider whether an investment in Cogress’ products is suitable for them in light of their circumstances and financial resources, investment needs and attitude to risk. Please consider carefully all risks and taxation factors before investing.
Capital at Risk
By investing in the our products your capital is at risk. If, for any reason, the Borrower is unable to repay the loan you may lose all, or part, of the returns/interest payments due to you and/or your initial capital invested. There is the risk that the Borrower could default on their repayments for a loan and that, in turn, Cogress is unable to pay loan interest. Forecasts and projections are not guaranteed and performance may vary. You may get back less than the amount you invested. There can be no guarantee that the investment, or the Borrower, will achieve investment objectives. You should only invest in the products as much as you can afford to lose, also without altering your standard of living.
Past performance is not a reliable indicator of future results. You should not rely on past performance information as the basis for your investment decisions. Past performance of any investment, including those Cogress has successfully completed in the past, is not a reliable indicator to the performance of similar investments in the future. The future performance of your investment may be unfavorably affected by a variety of factors.
The Financial Service Compensation Scheme
Your investment and the products will not be covered by the Financial Services Compensation Scheme (“FSCS”). If your investment in the products does not perform as expected, or fails, you will not be able to make a financial compensation claim with the FSCS. The investors should consider the risk involved, as the value of investments may fall or rise, and unregulated funds carry the risk of potential total loss of capital.
Your personal decision to invest
Cogress does not give any type of advice, or make personal recommendations. No information on this Website constitutes advice or personal recommendation. If you are unsure about the meaning of any information provided it is strongly recommended that you consult your financial or other professional adviser. You may wish to ensure your adviser is appropriately qualified to provide the advice you require (e.g. on UCIS / Non-mainstream Pooled Investments).
Your investment in the products will be highly illiquid. Investments in property are not readily accessible and are therefore illiquid. You will be unable to cash in your investment early if you needed to, or to transfer it to anyone else. If you invest, you should be prepared to hold the investment until the end of the term. There is no active secondary market for the investments. Any target investment duration information provided is only a guide and the duration may be longer. Even for a successful investment, any return on your investment may be unlikely to occur for a number of years from the time you make your investment. If you are over the age of 60 at the time of making any investment through Cogress you should consider the effect this illiquidity could have on your lifestyle.
The tax treatment depends on the individual circumstances of each investor and may be subject to change in the future. You are fully responsible for the administering of your own tax affairs. Cogress does not provide tax advice. If you are unsure how any investment will affect your tax status, you must seek professional tax advice before you invest.
Investors should be prudent and spread their investments across different investment products to spread their risk as part of a diversified portfolio. Investors should not to put too much of their capital in a single investment product / sector. This means that you should consider investing relatively small amounts in multiple asset classes as opposed to a large amount in one or a few. It also means that you should consider investing only a small proportion of your investable capital in this asset class (property), with the majority of your investable capital invested in safer (e.g. less risky investment products compared to UCIS) and more liquid assets.
Central risks of real estate development
The proposed investment by Cogress are new investment with no history. There can be no assurance that the investment will achieve its investment objectives. The development, or/and re-development, or/and refurbishment of properties may exceed budget. Unforeseen events such as changes related to building permits, planning errors or other aspects of the development and re-development, shortage of necessary equipment, or adverse weather conditions, or other unforeseen events may cause cost overruns and delay or frustrate completion of a project. There can be no assurance that any overrun resulting from any occurrence will be adequately covered by insurance policies, or that such insurance will continue to be available. In the event of a budget overrun the investment may need to seek additional financing from outside sources in order to complete production. No assurance can be given as to the availability of such financing or, if available on terms acceptable. In addition, in the event of substantial budget overruns, there can be no assurance that such costs will be recouped, which could have a significant impact on the investment results.
Property Development Investment
Are the returns guaranteed?
No. The returns are a projection and are based upon a sizeable amount of investigation into achievable sales prices in an area. As they are a projection, it is possible that the actual return can exceed or fall short of the target. You may lose all, or part, of what you invest. Confidence in sale prices (Gross Development Value) is therefore one of the key considerations that investors should be making before entering into any of the projects.
What security does an investment have?
An equity investment is secured against the title deeds of the property and a personal guarantee with the developer. Each investor owns a proportion of the property title relative to their level of investment.
A mezzanine investment is secured with a 2nd charge against the property and a personal guarantee from the developer.
Do you take planning risk?
No. All our projects have planning permission in place before they are presented to Cogress investors.
What happens if the property market drops?
It is important that investors are aware that the investments arranged by Cogress are high risk investments, returns are not in any way guaranteed and are dependent upon the performance of the underlying property assets.
Cogress cannot control the market and, while we only launch deals to our investor community that have passed our rigorous due diligence process and three Investor Committees, it is the responsibility of individual investors to decide whether a project is right for them.
What happens if something goes wrong with the developer?
In equity investments, Cogress investors typically hold 90% of the equity of the development partnership and therefore Cogress, acting as General Partner, has majority voting rights. The developer is obligated to run the project and if the developer fails to meet certain milestones stipulated in the joint venture agreement, Cogress has the right to step in and remove them from their duties.
In this case, we have in-house staff members experienced in property development who have the skills to oversee and run the project.
Alternatively, as a mezzanine lender, the developer can be placed in default if certain conditions of the loan are not met.
What happens if the project takes longer than expected?
In equity investments, a penalty / reward mechanism is in place that alters the profit share split between the developer and investors by 1% per month of delay (normally capped at eight months). Conversely, developers are rewarded if the project takes less time than expected.
In mezzanine investments, a penalty interest rate is incurred if the term of the loan is exceeded.
What happens if costs exceed the original budget?
Unless approved by Cogress or specified in the Joint Venture Agreement, any cost over-run is the responsibility of the developer.
What are the main risks?
As with any investment there are potential risks. Cogress has identified the following main risks associated with property development projects:
- Costs Overruns
- Time Overrun
- Market Risk
- Developer Risk
The Cogress model incorporates various mechanisms to mitigate some of these risks.