Project Finance Exchange (PFX)

PFX Registered Financiers Terms and Conditions (T&C)’s

DEFINITIONS:
DD
Due diligence.
Engage Credit
The system by which PFX ensures that its RM’s are not overloaded with ‘passing interest’ from financiers. Four free engage credits per month are provided to PFX registered financiers.
Financier
A fund, individual, company or other entity that has discretionary control over the allocation of funds or assets under its direct management.
PFX
Project Finance Exchange.
Project
The company, SPV, individual(s), government, government department, authority or any other entity that will benefit from and be responsible for the provision of truthful and verifiable information in support of the application for funding.
Project Plan
Separate to the elevator pitch or executive summary, the document produced by the Project which presents all its aspects including corporate credentials; location; key personnel; detailed financials; market sector; engineering, procurement and construction and other main contractors; full operating & management/power purchase agreement, feasibility study or similar contracted or endorsed assurance of revenues to be generated from the built project, all other contracts and agreements, permits, permissions, access, connectivity (in the case of energy) or other off-take, operating and management and all other information as presented in the official PFX User Guide The RAISING PROJECT FINANCE Handbook. Supporting documentation provided separately from the client’s Dropbox or other fileshare service and provided to the Financier when the Project has formally accepted the Financier’s offer to engage.
RM
The Regional Manager appointed by PFX to exercise quality controls over all listings that appear in the PFX pipeline and to act as the liaison point between the Project and the Financier.
  1. Fund managers, corporations, private syndicates, hedge funds, private debt and equity funds, alternative investment funds, family offices and other entities providing private or institutional debt or equity registering as Financiers (Financier)'s wish to avail themselves of the services provided by the Project Finance Exchange (PFX) a trading name of Pejoro Ltd and its agents, assigns and/or successors registered in England number 12015657 whose registered address is Kemp House, 160 City Road, London, EC1V 2NX.
  2. PFX agrees to provide such services including the origination, intake and comprehensive pre-listing review of project finance opportunities and to present such opportunities according to the pre-set preferences of the Financier.
  3. PFX acknowledges and represents that it is not required to be registered as a broker-dealer, investment advisor or affiliate thereof, or perform any other function or services that may require it to be registered or otherwise approved under its own legal jurisdiction.
  4. PFX shall act as a facilitator only and specifically will not provide any of the following services to the either the Financier or the Project:
    1. Negotiation or offer for the sale of any of the Project's securities;
    2. Discuss details of the nature of the securities sold or whether recommendations were made concerning the sale of the securities;
    3. Engage in DD activities for the Financier (unless the Financier officially engages a PFX RM under a separate agreement specifically to conduct such DD within their own guidelines);
    4. Provide advice relating to the valuation of or the financial advisability of any investments in the Project; or
    5. handle any funds or securities on behalf of the Financier or the Project.
  5. Term. These T&C’s shall remain valid for as long as the Financier remains registered with PFX or until the account is closed by the Financier or PFX.
  6. Engage Credits. On registration the Financier shall be allocated four complimentary Engage Credits each month refreshing on the 1st of each month. In the event this allocation needs to be exceeded the financier can acquire a reserve of Engage Credits on the tariff presented below. Should offers to engage using the reserve be declined, the credit shall be refunded to the reserve account.
    Up to 5 Credits:
    £150 (£30ea)
    Up to 10 Credits:
    £250 (£25ea)
    Up to 25 Credits:
    £500 (£20ea)
    Up to 50 Credits:
    £750 (£15ea)
    Up to 100 Credits:
    £1000 (£10ea)
    (+VAT for UK/EU domiciled Financiers)
    Such credits are deducted when the Financier clicks ‘Confirm Engage’ which notifies the project’s PFX RM of the Financier’s interest. In the event the offer to engage is declined the Engage Credit is refunded to the Financier. The PFX process provides ample opportunity for discussion and disclosure before engaging consequently there are no refunds on failed transactions.
  7. Introductions. A request by the Financier to engage with a project through the ‘Engage’ process shall be considered an instruction by the Financier to PFX and its RM’s to disclose all and any information provided to PFX by the Project when the Project has agreed to engage with the financier.
  8. Engage Confirmation. The PFX RM can disclose all materials provided by the Project including the full Project Plan but must withhold the link to the Project Dropbox or other fileshare containing all supporting documentation including contracts, permits, permissions etcetera until the client has confirmed they wish to formally engage with the Financier.
  9. Discretion. The response to a request to Engage with a project is at the sole discretion of the PFX RM and the Project. In the event that the request to engage is declined the Financier shall be advised accordingly.
  10. Completion Advice. In the event that a project financing transaction originated through PFX progresses to an offer of financing the Financier shall advise the PFX RM of the completion date and the final funded amount across all structures through the systems provided by PFX.
  11. Commission.
    1. In the event of a project financing transaction being completed through its origination for the Financier by PFX, the Financier shall pay to PFX a Commission on the following scale (all currencies):
      Up to 250,000,000
      1.25%
      250m to 500m
      1.0%
      500m to $1bn
      0.75%
      1bn+
      0.5%
    2. PFX shall advise the Financier of the banking co-ordinates to which the Commission is to be paid. Such Commission to be received by PFX within three working days of the completion date provided by the Financier.
    3. In the event that principal is to be paid by the Financier in tranches, such tranches shall be advised to PFX in advance and Commission received by PFX at the notified banking co-ordinates within three working days of the payment of each tranche.
    4. The Financier shall clearly present the PFX Commission on their Terms Sheet or other offer document as ‘PFX Commission’, ‘Introducer Fee’ or other similar description.
  12. Ongoing transactions between PFX Financier and the Project
    In the event that the Financier offers or agrees to engage further with the Project or any of its personnel, agents, assigns etcetera on other transactions without requiring the Project to post their listing to PFX the terms as set out in Paragraph 10 above shall apply to all such transactions for a period of four years from the date of the original introduction to the Project by PFX. Accordingly the fee share arrangements between the RM and PFX shall apply.
  13. Representations and Indemnification.
    1. The Financier understands that all statements and representations made by the Project to any third parties are the sole responsibility of the Project and, through its Engagement Agreement with the PFX RM, has agreed to indemnify the PFX RM and hold them harmless for any liabilities, claims, losses and expenses, including legal costs and expenses incurred by resulting from acts, statements and representations made by the Project and its authorized representatives to third parties including the PFX RM. The Project has represented that all materials provided to PFX in relation to its listing and supporting documentation on PFX do not contain any untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and their PFX RM and PFX Financiers may rely upon same without independent verification of the facts or other information contained therein.
    2. The acts, statements and representations made by the Project without the approval of the Project to third parties which are not made in reliance upon information and/or material furnished to PFX by the Company, either written or oral, are the sole responsibility of the Project and the Project agrees to indemnify PFX for any liability, claims, losses and expenses, including legal costs and expenses incurred by PFX and its Financiers that result from the Project’s presentations made without the approval of the Project.
    3. In the absence of gross negligence or wilful misconduct on the part of the Project PFX or its Financiers shall not be liable to the Project or to any officer, director, employee, stockholder or creditor, for any act or omission in the course of, or in connection with, the provision of advice or assistance hereunder. Except in those cases where the gross negligence or misconduct of PFX or a Financier is alleged and proven in a court of competent jurisdiction, the Project agrees to and shall defend, indemnify and hold PFX and its Financiers harmless from and against any and all suits, claims, demands, causes of action, judgments, damages, expenses and liability (including court costs and attorney's fees paid in the defence of any specific action) which may in any way result from any activities pursuant to or in any connection with these Terms and Conditions.
    4. PFX and its Financiers encourages and expects Projects to seek independent legal advice prior to engaging with any Financier that PFX introduces. PFX’s role is merely to facilitate the introduction and the Project agrees to indemnify PFX and its Financiers for any financial loss or reputational damage that it may incur arising from dealing with the Introduced Financier.
  14. Entire Terms and Conditions (T&C’s). These T&C’s constitute the entire agreement between Financiers and PFX.
  15. Modifications. Any modifications to these T&C’s must and will be notified to Financiers immediately by PFX.
  16. Severability. In the event of the invalidity or unenforceability of any one or more of the provisions of these T&C’s, such illegality or unenforceability shall not affect the validity or enforceability of the other provisions hereof, and such other provisions shall be deemed to remain in full force and effect.
  17. Choice of Law Venue. These T&C’s shall be governed by and construed in accordance with the laws of England, exclusive of its choice of law principles.
  18. Non-Circumvention. Financiers shall not circumvent, avoid or bypass PFX to contact either directly or indirectly, transact business with, or otherwise enter into any agreement with any corporations, partnerships, proprietorships, trusts, individuals or other entities introduced by PFX to them without the express written consent of PFX. In the event the Financier wishes to continue transacting business with the Project introduced by PFX the terms as set out in Paragraph 10 above shall apply.
  19. Non-Disclosure and Privacy. PFX, its Financiers and RMs will comply in full with any and all privacy, confidentiality, non-disclosure and similar agreements as provided by PFX financiers, their agents, nominees, underwriters and any and all other parties involved in the transaction.
  20. Non-Disclaimer. PFX nor its agents or advisors does not accept any responsibility under any circumstances for costs or other losses that may be incurred through the use of PFX by Projects, RM’s or Financiers. Responsibility for all due diligence and other matters involved in all transactions is that of Projects, RMs or Financiers themselves.