Risk Note Part 1/2: Participation Certificates
The following general risk information describes in general terms the risks that may exist when investing in participation certificates (PS certificates) that are brokered via the Conda.ch platform. In the following referred to as PS-Scheine. These general risk notices are supplemented by project-specific risk notices in the individual financing projects. These project-specific risk notices may deviate from the following explanations and have priority over them. The project-specific risk information is provided to investors as part of the respective investment.
These may include the following risks:
- economic risks
- legal and tax risks
The main legal and factual risks in connection with the investments offered that are of material importance for the valuation of the investments are presented below. Furthermore, risk factors are presented that could impair the issuer's ability to generate the expected results. Not all risks associated with the investments can be detailed below. Nor can the risks mentioned below be explained exhaustively here. The order in which the risks are listed does not allow any conclusions to be drawn about the probability of their occurrence or the extent of any potential impairment.
Details economic risk:
General economic risk
There is a risk of total loss of the investment amount. The occurrence of individual economic risks or the cumulative interaction of various economic risks may have significant adverse effects on the expected results of the issuer, which could lead to its insolvency.
Individually, the investor may incur additional pecuniary disadvantages. This may be the case, for example, if the investor finances the acquisition of the investment through a loan, if he has firmly planned dividend and exit payments from the investment to cover other obligations despite the existing risk of loss.
The investment is only suitable as an addition to an investment portfolio. The PS-Schein is only suitable for investors who could accept a resulting loss up to a total loss of their capital investment. There is no statutory or other deposit protection.
Saleability (fungibility)
The PS certificates do not have a fixed contractual term. Sale in the meantime is only possible to a limited extent.
At present, there is no liquid secondary market for the PS certificates that have been concluded. In principle, it is legally possible for the investor to sell the PS-Scheine or for the issuer to buy them back. However, the possibility of sale is not guaranteed due to the small market size and trading volumes. It is also possible that an assignment cannot be made at the nominal value of the claim. It could therefore be that no buyer can be found if a sale is desired, or that the sale can only take place at a lower price than desired. The invested capital may therefore be tied up for the long term.
Legal risks and tax risks
Risk of changes in the legal and tax environment
It cannot be ruled out that the PS-Scheine will be affected by future tax, corporate or other legal changes in such a way that a corresponding discount will have to be applied to the dividend payments and thus the expected results for the investor cannot (or can no longer) be achieved. Furthermore, there is a risk that the acquisition, sale or redemption of the PS certificates will be taxed, which would result in additional costs for the investor. These costs would also have to be borne by the investor in the event of a total loss of the investment amount. The assumption of these costs may lead to the investor's personal insolvency.
Risk note part 2/2: Subordinated loans
The following general risk information describes in general terms the risks that may exist when investing in loans, promissory note loans, registered bonds, and especially subordinated loans that are brokered via the Conda.ch platform. Hereinafter referred to as loans. These general risk notices are supplemented by project-specific risk notices in the individual financing projects. These project-specific risk notices may differ from the following explanations and have priority over them. The project-specific risk information is provided to investors as part of the respective investment.
The brokered offers are loans. These are both first secured and subordinated loans (hereinafter referred to as loans).
Loans are long-term, debt-based contracts that involve risks.
These may include the following risks:
- economic risks
- legal and tax risks
are connected.
The main legal and factual risks in connection with the investments offered that are of material importance for the valuation of the investments are presented below. Furthermore, risk factors are presented that could impair the ability of the borrower to generate the expected results. Not all risks associated with the investments can be detailed below. Nor can the risks listed below be explained exhaustively here. The order in which the risks are listed does not allow any conclusions to be drawn as to the likelihood of their occurrence or the extent of any potential impairment.
Details economic risk:
General economic risk
There is a risk of total loss of the investment amount and interest claims. The occurrence of individual economic risks or the cumulative interaction of various economic risks may have a material adverse effect on the expected results of the borrower, which could lead to its insolvency.
Individually, the investor may incur additional pecuniary disadvantages. This can be the case, for example, if the investor finances the acquisition of the asset investment by means of a loan if, despite the existing risk of loss, interest and repayments from the asset investment are firmly scheduled to cover other obligations.
The asset investment is only suitable as an admixture in an investment portfolio. The loan is only suitable for investors who could accept a resulting loss up to the total loss of their capital investment. There is no statutory or other deposit protection.
Subordination risk and entrepreneurial character of the financing
Some projects are loans with a so-called qualified subordination. All claims of the investor under the loan agreement - in particular the claims for repayment of the loan amount and payment of interest - ("subordinated claims") cannot be asserted against the borrower if this would cause the borrower to become insolvent. This means that the payment of interest and repayment of the loan must not trigger insolvency on the part of the borrower. In that case, neither interest nor redemption payments would be allowed to be made to the investors. Furthermore, in the event of liquidation proceedings being carried out and in the event of the borrower's insolvency, the investor's subordinated claims will rank behind all current and future claims of all non-subordinated creditors of the borrower, i.e. the investor's claims will only be taken into account once all other creditors of the borrower (with the exception of other subordinated creditors) have been fully and finally satisfied.
The investor therefore bears an entrepreneurial risk that is higher than the risk of a regular lender. The investor does not become a shareholder of the borrower and does not acquire any shareholder rights. It is not a so-called gilt-edged investment, but an entrepreneurial financing with an equity-like liability function.
The qualified subordination could have the following effects:
The borrower would have to suspend interest and principal payments when insolvency approaches for as long as it is obligated to do so. The investor would not be allowed to collect its claims when they fall due. The investor would have to repay to the borrower on demand any interest payment that it had wrongfully received despite the subordination. There is also the possibility that the investor would not receive the interest payments as well as the redemption payments as a result due to the subordination. In addition, it could be that the investor has to pay taxes for interest already paid, although he is obliged to repay the amounts received.
Lack of collateral for the loans
As the loans of some projects are unsecured, in the event of insolvency of the borrower, the investor would be unable to satisfy either its claim for repayment of the capital invested or its interest payment claims from collateral. In the event of insolvency, this could mean that the claims of the individual investors cannot be enforced or can only be enforced to a lesser extent. This could result in interest or principal payments not being made or not being made on time, or in the partial or complete loss of the invested capital.
Final maturity of the redemption
Depending on the financing project, it may be agreed that the borrower does not have to repay all or part of the loan capital until a certain date at the end of the term (bullet repayment). If the borrower is unable to generate the capital required for repayment from its ongoing business activities by then and/or does not obtain any follow-up financing required at that time, there is a risk that the bullet repayment cannot be made or cannot be made at the planned time.
Past market or business developments are not a basis or indicator for future developments.
Alienability (fungibility)
The loan agreements have a fixed term. There is no provision for early ordinary termination by the investor, unless otherwise agreed.
Loans are not securities and cannot be compared with them. There is currently no liquid secondary market for the loan agreements concluded. In principle, it is legally possible for the investor to sell the loan. However, the possibility of sale is not guaranteed due to the small market size and trading volumes. It is also possible that an assignment cannot be made at the nominal value of the receivable. It could therefore be that no buyer can be found if a sale is desired, or that the sale can only take place at a lower price than desired. The invested capital may therefore be tied up until the end of the contract term.
Legal risks and tax risks
Risk of changes in the legal and tax environment
It cannot be ruled out that the loans will be affected by future tax, corporate or other legal changes in such a way that a corresponding discount will have to be applied to the interest payments and thus the expected results for the investor cannot (or can no longer) be achieved. Furthermore, there is a risk that the acquisition, sale or repayment of the subordinated loans will be taxed, which would result in additional costs for the investor. These costs would also have to be borne by the investor in the event of a total loss of the investment amount. The assumption of these costs may lead to the investor's personal insolvency.