Terms and Conditions
NEWLANDS RACING SYNDICATE TERMS & CONDITIONS
NEWLANDS RACING SYNDICATE AGREEMENT
Syndicate Information
- Name of Syndicate:
NEWLANDS RACING (the “Syndicate”)
- Syndicator:
The Syndicate will be managed by Paul Attwater , Charlie Pike and Gary Gillies.
- Horse:
The Syndicate has acquired a Free lease of at least two horses from a pool of horses available with Newlands Racing Stables.
Number of Shares in the Syndicate:
The Syndicate is comprised of 25 shares in total. Accordingly, each share represents a 4% holding lease interest in the Syndicate. The Horses are leased 100% by the Members of the Syndicate.
- Costs Per Share:
The cost per Share for the duration of the Syndicate Period are as follows:
All costs at £180 per month, payable monthly, by the end of each calendar month. In the event of non payment the Syndicator will send Members a Reminder no less than 3 days after payment due date. The above costs are all-inclusive.
The Syndicator will pay for any costs that arise that cannot be covered by the monies raised from the amounts charged per Share
- Trainer:
Subject to the terms of this Agreement, the Horse will be trained by Paul Attwater at Newlands Stables, Upper Lambourn , RG17 8QT.
- Duration:
The Syndicate will continue until 31 December 2025 (the “End Date”), subject to the Terms and Conditions attached.
Unless all Members agree to extend the End Date such that the Syndicate shall continue, any monies remaining in the Syndicate Bank Account as at the End Date and after payment by the Syndicator of all amounts due, shall be distributed to the Members in accordance with their pro rata Share entitlements.
- Intention with Horses:
The plan for the nominated horses is to provide regular runners throughout the year to maximise the opportunity for Members to attend race meetings.
Should any nominated horse , for whatever reason, be unable to remain in full training a replacement horse will be chosen from the pool of horses available at Newlands Racing Stables.
In stating the plans and intentions above, it is understood and agreed that plans may change and no guarantee is given on when, whether, where or how often the Horse(s) may run.
- Purchase Price (and 10. Any associated costs) of the Horses :
For the purposes of this Agreement, such is irrelevant as the Syndicate have both horses upon a free lease.
- Training Fees (all inclusive):
The amounts paid to Newlands Racing Limited under the Training Agreement for each Horse are estimated to be around £2000 per month all inclusive of all other costs, fees and expenses, including without limitation in respect of: transport, clipping, blacksmith, veterinary costs and racing expenses per runner.
12. Management Fee: Out of the monies paid by the Members in respect of their Shares, the Syndicator will take an amount of £50 per calendar month as the Syndicator’s Management Fee.
13. Insurance:
Not applicable as subject to free lease of each horse.
14. Funding Target :
Not applicable as any shortfall in number of shares sold will be covered by Newlands Racing Limited (Director Gary Gillies).
15. Syndicate Bank Account:
The Syndicator will open a separate bank account for the Syndicate in the name of Newlands Racing. The authorised signatories to the bank account will be Charlie Pike and Gary Gillies.
16. Excluded Income:
The Members shall have no entitlement to any income other than the ‘Owners prize money’ each time each horse runs.
TERMS AND CONDITIONS
- Definitions
The following words shall have the meanings set out below:
“Agreement” means this Syndicate Agreement, incorporating (i) the “Syndicate Information” on the previous pages, (ii) these Terms and Conditions, (iii) the Subscription for Share(s) attached, and (iv) the page attached entitled “Agreement To Be Legally Bound”. “End Date” means the last day of the Syndicate Period, being the date identified as such in the Syndicate Information unless either (i) the Members unanimously agree to extend the End Date in accordance with these Terms and Conditions, or (ii) the last remaining Horse in the Syndicate is sold or dies, in which case that date of sale or death shall be deemed the End Date. “Funding Target” means the funding target for Shares to be sold, as identified as such in the Syndicate Information (see 14 above). “Horse” means the racehorses acquired by and trained for the Syndicate, as identified as such in the Syndicate Information. “Management Fee” means the fee charged by the Syndicator(s), as identified as such in the Syndicate Information. “Member” means an owner of a Share. “Rules of Racing” the Rules of Racing of Great Britain issued by the British Horseracing Authority, as may be amended from time to time. “Season” means a racing season, i.e. the Flat Racing Season or the National Hunt Jumps Season. “Share” means a share in the Syndicate, being an equal division in the lease shares of each Horse. “Subscribing Members” means all Members except the Syndicator (i.e. where any Shares are held by the Syndicator, the Syndicator shall not be deemed a Member for the purposes of this definition). “Subscription For Share(s)” means the Member’s subscription for Share(s) as set forth in this Agreement (see the first page attached to these Terms and Conditions). “Syndicate” means the racing ‘syndicate’ (as such term is defined in the Rules of Racing) identified as such in the Syndicate Information. “Syndicate Bank Account” means the bank account of the Syndicate opened in accordance with clause 25.1. “Syndicate Information” means the basic details of the Syndicate set forth in the table on the previous pages. “Syndicate Period” means the period commencing as of the date of signing this Agreement and ending on the End Date. “Syndicator” means the manager(s) of the Syndicate who are identified as such in the Syndicate Information. “Trainer” means the racehorse trainer identified as such in the Syndicate Information. “Training Agreement” means the written contract entered into between the Syndicator(s) and the Trainer for the training of the Horse. “Training Fees” means the fees charged by the Trainer under the Training Agreement, as identified as such in the Syndicate Information .
- Contract formation and cancellation rights
2.1 This Agreement shall come into effect on the date it is signed by the Member and the Syndicator.
2.2 Each of the other Members will be required to enter into an agreement substantially similar to this Agreement, including the same Syndicate Information and Terms and Conditions stated in this Agreement. These Terms and Conditions (and the Syndicate Information) shall apply to all Members. Further to the foregoing, the Member entering into this Agreement agrees that this Agreement shall constitute an agreement between the Member and (i) the Syndicator and (ii) all the other Members. The Member agrees that all the other Members shall be deemed named as third-party beneficiaries entitled to enforce the terms of this Agreement as fully as if such other Members were parties and signatories to this Agreement. 2.3 This Agreement has been drafted in line with the Rules of Racing, including but not limited to the Syndicate Code. Should any Member believe that these Terms and Conditions (or any other parts of this Agreement) do not meet the Rules of Racing they should contact the Syndicator immediately. 2.4 Further to rights provided under consumer legislation, each Member can cancel this Agreement and their new Share purchase by notifying the Syndicator in writing within 14 days of entering into this Agreement. If a Member cancels per the foregoing, (a) the Syndicator will refund the Member their payment in full, (b) this Agreement will automatically terminate, (c) the Member will have no further rights or liabilities in relation to the Horse or the Syndicate, and will not be entitled to any rights attaching to the cancelled Share arising before the cancellation and termination of this Agreement, and (d) the Share of the Member will automatically transfer back to the Syndicator who shall be entitled to sell or keep such Share as the Syndicator may choose.
3. Registration
3.1 If not already done, the Syndicator will promptly register the Syndicate in accordance with the Rules of Racing. 3.2 The Syndicate will be the registered owner of the Horse and the Horse will run in the name and colours of the Syndicate. 3.3 Where the Syndicate uses the colours of the Syndicator or one of the Members, the relevant Syndicator or Member agrees that the Syndicate may use such colours on the Horse throughout the Syndicate Period without charge. 3.4 The Syndicator represents and warrants that as at the date of transferring to the Syndicate and its Members the Horses leased by the Syndicator: a. the Syndicator owns all right, title and interest in the horses; b. the horses match the description set forth in the Syndicate Information; c. the Syndicator is the sole legal and beneficial owners of the horses and has the right and authority to transfer the ownership of the horse to the Syndicate and to enter into this Agreement; d. all written statements made by the Syndicator to the member in respect of the horses prior to this agreement were and are accurate and true; e. to the best of the Syndicator’s knowledge the horses have no unsoundness or health problems that would make the horses unfit for racing; and f. The Syndicator has disclosed to the members all material issues relating to the horses (if any) that the Syndicator is aware of that might impact on the horses’ ability to race during the Syndicate Period. 3.5 The Syndicator shall provide the Members with a copy of the Horse’s passport on request. 3.6 Where the Horse has not already been named, any name shall be chosen by the Syndicator at their sole discretion. Any name chosen shall not seek to associate with any name or brand, and shall not be lewd or improper.
4. Syndicate Period This Agreement shall commence as of the date of signing and (without prejudice to clause 2.4) shall continue until the End Date.
5. Funding the Syndicate 5.1 The Syndicator will acquire the Horse and will be responsible to the Trainer for the payment of all Training Fees. 5.2 The Syndicator will seek to sell Shares in the Syndicate to help fund the costs relating to the training of the Horse, as well as to pay the Syndicator the Management Fee. 5.3 The Syndicator will set out clearly in the Syndicate Information total Cost Per Share (inclusive of all costs) and the Members will not be obliged to pay anything further. 5.4 It will be the responsibility of the Syndicator to ensure that the total Costs Per Share (when multiplied by the total number of Shares) cover the training Fees. The Syndicator will be responsible for any shortfall. Further to the foregoing, where the Syndicator incurs any Unforeseen Costs the Syndicator shall be solely liable for such Unforeseen Costs and shall not charge Members any additional amount in respect thereof. 5.5 Without prejudice to the Funding Target detailed within the Syndicate Information (i.e. if the Funding Target is not met by an agreed date), any Shares that are not sold will be retained/taken up by the Syndicator, who will be responsible for paying all Costs Per Share associated with each such Share for the duration of the Syndicate Period or (if earlier) until any such Shares are sold. 5.6 The Syndicator may sell at any time any unsold Shares held by the Syndicator. In most cases, it is expected that the Syndicator will sell all Shares for the same price basis. If however the Syndicator wishes to sell a Share on a different price basis to the original subscribers for Shares, the Syndicator may do so provided that (a) if the price basis is lower, the Syndicator shall pay the shortfall such that there is no net reduction to the amounts paid into the Syndicate Bank Account; and (b) if the price basis is higher, the excess shall be paid into the Syndicate Bank Account and shall be available for distribution amongst all the Members (subject to the terms hereof) as and when the Syndicate is wound up.
6. Syndicate
6.1 The intention is that (subject to the provisions of this Agreement) , ownership of the horses will on the End Date return to the Syndicator. 6.2 Any continuation of the Syndicate beyond the End Date will only occur in accordance with this Agreement. 6.3 Each Member’s Share relates to the Horses in the Syndicate. 6.4 Where there is more than one Syndicator, each of them shall together and individually be deemed the “Syndicator” for purposes of this Agreement and each of them shall be jointly and severally responsible and liable for the obligations and liabilities of the Syndicator under or in connection with this Agreement.
7. Shares
7.1 The Horses are owned by the Members rateably according to the number of Shares held by them. 7.2 The cost of a Share is set out in the Syndicate Information. 7.3 The interest of each Member in the Syndicate shall be that of a beneficial tenant in common in respect of the Horse according to the proportionate stake of that Member in the Syndicate. Accordingly, each Member shall have a prospective right to participate rateably in the net proceeds of prize money gained by the horses.
8. Management of the Syndicate
8.1 The Syndicate shall be managed by the Syndicator, whose details are set out in the Syndicate Information above. 8.2 The Rules of Racing currently require that all racing syndicates have at least one person to manage, administer and promote a syndicate (a “Syndicator”). 8.3 If for any reason the Syndicator is unable or unavailable to perform all the Syndicator’s obligations (whether because of illness, injury, death, incapacity, imprisonment, retirement or resignation, or by virtue of being banned or removed by the British Horseracing Authority (the “BHA”) or other regulatory body, or otherwise) the Subscribing Members may nominate a replacement for approval by the BHA. Any such nomination shall require approval by a majority of the Subscribing Members. Any replacement Syndicator approved by the BHA must sign a written deed of adherence agreeing to be bound by the terms of this Agreement. 8.4 As consideration for the Syndicator performing the Syndicator’s obligations under this Agreement, the Syndicator may charge the Members the Management Fee. The Management Fee shall be deemed inclusive of: (i) all out of pocket expenses incurred by the Syndicator in establishing, administering, promoting and winding up the Syndicate including professional fees; and (ii) the Syndicator’s fees for establishing, administering, promoting and winding up the Syndicate. 8.5 The Syndicator will not seek to profit from the Syndicate in any way other than through receipt of the Management Fee. Further to which, the Syndicator shall not charge any fee or other amount (and shall not accept any payment in relation to the Syndicate or the Horse) other than the Management Fee. 8.6 Where any matter under this Agreement requiring approval by a majority of Members (or Subscribing Members) receives an equal number of votes for and against, the Syndicator shall have the casting vote. 8.7 If a Member has any dispute or grievance in relation to the Syndicate, without prejudice to their other rights, they may refer it in the first instance to the Syndicator.
9. Training of the Horses
9.1 The Horses belonging to the Syndicate will be trained by the Trainer during the Syndicate Period. 9.2 If the Trainer is banned from training or otherwise ceases to train during the Syndicate Period, the Syndicator will (at the Syndicator’s discretion) send the Horse to a replacement trainer, who shall thereafter be deemed the “Trainer” for purposes of this Agreement. 9.3 The Syndicator will enter into a written training agreement with the Trainer (the “Training Agreement”) prior to, or as soon as reasonably possible after, the Horses are sent to the Trainer. The Syndicator will ensure that the Training Agreement does not conflict with (and is not prejudicial to) any of the provisions of this Agreement. 9.4 The Syndicator will ensure, amongst other things, that it is clearly agreed in the Training Agreement that (i) the Syndicator has responsibility (as between the Trainer and the Syndicator) for the payment of all Training Fees and (ii) that the Trainer will not have any lien, title, authority, or power of sale over the Horses. 9.5 The Trainer shall be responsible for making day to day decisions relating to the welfare, training, riding, stabling and transport of the Horses, in accordance with and subject to the terms of the Training Agreement. Subject to clause 14.5, running arrangements shall be made by the Trainer in conjunction with the Syndicator. 9.6 The Syndicator shall provide a copy of the Training Agreement to the Members upon request. 9.7 Where the Horse is a colt and the Trainer advises that it be gelded, the Syndicator will make the final decision following such advice without calling for a vote from the Members.
10. Sponsorship and VAT
10.1 The Syndicator will procure sponsorship under the Sponsorship Framework for Racehorse Owners (“SFRO”), where the Horses are trained in Great Britain, in order that the Syndicate can register for VAT under the Racehorse Owners VAT Scheme. It is anticipated that all VAT incurred by the Syndicate in respect of the Horses (provided that the Horses are located in Great Britain) will be fully recoverable. 10.2 The Syndicator will take all steps necessary to register for, and recover, VAT in a timely manner. 10.3 Members will promptly provide such information as is necessary for the Syndicator to perform their obligations under this clause 10, upon the reasonable request of the Syndicator.
11. Payment for Share(s)
11.1 Each Member shall comply with the terms of this Agreement and, in particular, shall pay on time the Costs Per Share set out in this Agreement for the duration of the Syndicate Period. 11.2 If the prospective Member fails to pay the Initial Payment Per Share (as set forth in the Subscription For Share(s)) into the Syndicate Bank Account in full and cleared funds within fifteen days of signing this Agreement, the Syndicator may give such prospective Member a final written warning to pay and if the prospective Member still does not pay in full within a further ten days, this Agreement shall automatically terminate and (a) the prospective Member shall not become a Member of the Syndicate, (b) the Syndicator shall repay to the prospective Member any monies that the prospective Member did pay into the Syndicate Bank Account; and (c) the Syndicator may sell such Share to someone else. 11.3 If a Member fails to pay any other Costs Per Share on time, without prejudice to any rights and remedies available to the Syndicator or any of the other Members under this Agreement or at law, the defaulting Member acknowledges and agrees that: a. the Member shall not (if the payment has still not been made within thirty days of the Syndicator’s subsequent reminder to pay) be able to exercise any voting rights under this Agreement for as long as the Member remains in default; b. the Member may (if the payment has not been made within thirty days of the Syndicator’s subsequent reminder to pay), at the Syndicator’s discretion, cease to be entitled to any benefits (excluding those covered under 11.3(c) below) which would otherwise accrue to them under this Agreement until the payment of the outstanding sum has been made; c. the Member shall not (if the payment has not been made within thirty days of the Syndicator’s subsequent reminder to pay and still not within a further five days of the Syndicator’s final reminder/warning) be entitled to any share in any sale proceeds 6 or other payment payable under clause 25 if the Member remains in default of their payment obligations (to the extent the amounts owed exceed the share of sale proceeds or other payment that would otherwise be payable to the Member); d. the Member may risk forfeiting their Share in the Horse in accordance with clause 21; and e. the Member may risk being added to the Forfeit List in line with the Rules of Racing, which (amongst other things) may prevent them from being involved in any other racing syndicate.
12. Syndicator’s obligations
12.1 The Syndicator shall: a. manage the Syndicate in the best interests of the Members as a whole; b. make plans and decisions for the Horses (excluding matters stated herein as requiring approval by the Members and excluding matters for which the Trainer is responsible under clause 9.5) in conjunction with the Trainer; c. communicate with the Members and keep them informed as to any plans or decisions or other important information about the Horses, their progress in training and the races for which they will be entered, how they have come out of any races they have run in, and any feedback or comments from the Trainer or the rider(s) of the Horses; d. (further to the above), provide regular updates to the Members. The regularity of updates may depend on what has happened but shall be frequent (usually every week or two) and never than less once a month; e. from time to time (and subject to agreement with the Trainer on dates, times and numbers) arrange for Members to view the Horse in training; f. arrange badges for the Members at race meetings where the Horses are running, subject to availability. The Members acknowledge that the number of available badges may differ by racecourse and by race day, and that there may be times where the Syndicator is not able to get badges for all the Members, or that there may be times where the Syndicator is required to apply other restrictions in force at the racecourse on that day (for example, a limit on the numbers allowed into the parade ring), and the Members accept and agree to abide by any such restrictions; g. perform the Syndicator’s obligations under this Agreement in a timely and professional manner; h. exercise all reasonable skill, care and diligence in carrying out the Syndicator’s role i. comply with the provisions of the Training Agreement and pay on time the Training Fees due pursuant to such Training Agreement j. act as a treasurer on behalf of the Syndicate, check invoices received from the Trainer and, where agreed, to approve the release of monies from the Syndicate Bank Account to pay such invoices;
13. Death, retirement or sale of Horse before the End Date of the Syndicate Period
13.1 If the Horse is retired from racing before the end of the Syndicate Period pursuant to clause 13.3, the Syndicator will transfer the horse(s) to the Syndicator forthwith. The Member will continue to pay Costs Per Share instalments as per this Agreement, unless otherwise directed by the Syndicator until ownership is transferred. 13.2 not applicable 13.3 The Horse shall only be retired from racing if it suffers an illness or injury and the Trainer and the Syndicator both agree, acting reasonably and in good faith, that continuing to race would materially threaten the welfare of the Horse or would otherwise not be in the interests of the Horse or the Syndicate, such conclusion to be supported by written advice from a qualified veterinarian. Any such decision (including the Trainer’s opinion and the veterinary opinion and the Syndicator’s opinion) shall be clearly relayed to the Members before the Horse is retired from racing. 13.4 If a Horse dies before the originally-stated End Date of the Syndicate Period, the Syndicate Period shall be automatically deemed to end unless Members (by majority decision) agree to take lease replacement horse on identical terms and conditions. Failing this, the Syndicate Period in relation to the dead horse will be deemed to have come to an end and final accounts shall be prepared (and distribution of funds made) pursuant to clause 25 . 13.5 not applicable
14. Sale of Horse. No horse may be sold until after the End Date of the Syndicate Agreement
15. Third party Offer to buy horse (other than at public auction). No horse may be sold until after the end date of the Syndicate Agreement.
16. Rights of Members to sell or transfer Shares early (other than pursuant to clause 14 or 15)
16.1 The commitment of each Member in respect of the Syndicate is for the Syndicate Period’s full duration and, except as expressly provided in this Agreement, no Member shall sell, transfer, assign, pledge, charge, encumber or dispose of any Share owned by that Member before the Syndicate’s dissolution or otherwise discontinue their membership in the Syndicate. 16.2 If a Member wishes to sell their Share in the Horse before the end of the Syndicate Period, they may only do so (except as expressly stated elsewhere in this Agreement) if the following procedure has been followed: a. the Member must notify the Syndicator of the Member’s wish to sell; b. the Syndicator will notify the Member whether the Syndicator is willing to buy the Share and for what price; c. if the Member notifies the Syndicator that the proposed price is acceptable, the Syndicator shall notify all the other Members of the proposed sale and seek their approval pursuant to clause 23; d. if the Members (save for any Members excluded from voting pursuant to clause 11.3a) unanimously agree that the Syndicator may buy the selling Member’s Share, the Member shall sell their Share to the Syndicator and the Syndicator shall become the owner of such Share and will take on all rights and obligations (including in respect of future Costs Per Share instalment payments) attaching to such Share, until such time as the Syndicator sells such Share to a new buyer that enters into an agreement substantially similar to this Agreement. 16.3 No Member may sell their Share in the Horse before the end of the Syndicate Period to any person other than the Syndicator, except as expressly stated in this Agreement. 16.4 No Member may sell part only of their Share in the Horse.
17. Agreement required to renew current Syndicate
17.1 Prior to the Syndicate End Date (i.e. in anticipation of the dissolution of the Syndicate) the Syndicator shall email the Members to: 17.1.1 ask whether any of them wish to continue as Members of the Horse after the end of the Syndicate Period and, if so, to notify the Syndicator by email within 14 days. The Syndicator shall make clear: (a) that no Member has any obligation to continue and that, if they don’t notify the Syndicator otherwise, they shall be deemed not to want to continue, (b) that the current Syndicate will only continue (i.e. under its registered name and with the existing Members) beyond the Syndicate Period if all Members (subject to clause 17.2) agree to continue and to retain the Horses beyond the End Date; (c) that at least 30% of Members would need to notify the Syndicator of their wish to continue in order for any potential rights to apply (under clause 18) for individual Members to continue; and (d) that any continuation by individual Members pursuant to clause 18 in respect of the Horses would need to be done under a separate newly registered syndicate and would not affect the end of the current Syndicate; and 17.1.2 outline the costs per Share that would be involved (including without limitation the Management Fee and estimated Training Fees) if anyone did want to continue for a further Season or other defined period (a “Renewal Cost Proposal”). 17.2 In the event that the Members (save for any Members excluded from voting pursuant to clause 11.3a) unanimously decide that they would like the Horses to be retained beyond the End Date and for the Syndicate to continue in respect of the Horses in accordance with the Renewal Cost Proposal, then the following provisions shall apply: a. the End Date of this Agreement shall be deemed amended to become the new end date agreed by the Members as part of the approval of the Renewal Cost Proposal; b. the costs per Share payable by each Member for the renewed period shall be as per the approved Renewal Cost Proposal; and c. this Agreement shall otherwise continue to apply to the renewed period on the same basis and principles set forth herein. 17.3 If, with regard to the provisions of clause 17.2,a unanimous decision of Members for renewal cannot be achieved : a. the Horses will be transferred to their Owner forthwith. b. the current Syndicate shall be wound up, and final accounts shall be prepared (and a final distribution of funds made) pursuant to clause 25.
18. Rights of Members to retain the Horses after the Syndicate Period (other than pursuant to clause 17.2) clauses 18.1 – 18.11 not applicable.
19. Fair value clauses 19.1 – 19.2 not applicable.
20. Completion of purchases clauses 20.1 – 20.5 not applicable.
21. Events of default
21.1 For purposes of this clause 21, a “Transfer Notice” means an offer by the Member to the Syndicator to sell their Share(s) for no charge in consideration for the Syndicator agreeing to take on all future costs and liabilities attaching to such Share. 21.2 A Member is deemed to have served a Transfer Notice to the Syndicator immediately before any of the following events of default: • a bankruptcy order being made against the Member, or an arrangement or composition being made with their creditors, or where the Member otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors. 21.3 The Syndicator is deemed to automatically accept the offer under the Transfer Notice, further to which the Member shall cease to be a Member of the Syndicate and all the Member’s rights and obligations with respect to the Member’s Share shall transfer to the Syndicator as from the transfer date. The Syndicator shall remain the owner of (and responsible for payments and other obligations attaching to) such Share until such time as the Syndicator sells such Share to a new subscriber. 21.4 Without prejudice to the provisions of clauses 11.2 and 11.3, where a Member fails to pay on time any Costs Per Share or other amount due under this Agreement and still fails to pay within three months of being requested to do so by the Syndicator: a. the Member is deemed to have served a Transfer Notice to the Syndicator. The Syndicator hereby agrees to accept such Transfer Notice offer and shall notify the defaulting Member of the Syndicator’s acceptance as soon as reasonably practicable, further to which the Member shall cease to be a Member of the Syndicate and all the Member’s rights and obligations with respect to the Member’s Share shall transfer to the Syndicator as from the transfer date. The Syndicator shall remain the owner of (and responsible for payments and other obligations attaching to) such Share until such time as the Syndicator sells such Share to a new subscriber; and b. the Syndicator may report the Member to the BHA through the submission of a non-payment report issued in accordance with the Rules of Racing (Syndicates Code), following which if the Member cannot provide the BHA with a good explanation for the late payment, they may be added to the Forfeit List.
22. Members’ meetings and voting generally
22.1 This Agreement makes no provision for a scheduled meeting of Members. However, a majority of Subscribing Members shall be entitled to require that a Members’ meeting is held by phone or other media (including by Zoom or Teams or other manner) to discuss and vote on a specific matter, by sending to the Syndicator a written request for such a meeting to be held. 22.2 Within three (3) days of receiving any such request, the Syndicator shall call a Members’ meeting by giving not less than thirty (30) days’ written notice thereof to all Members particularising in the notice the time, manner and date of the meeting to be held and any matters which those who have requested the meeting have stated that they would like the meeting to address. 22.3 At any such meeting, any motion approved by 75% or more of all Members shall be sufficient to pass any binding decision relating to the Syndicate, save that no decision of any matter under clause 23 may be made other than in accordance with clause 23. 22.4 In respect of any matters in this Agreement where approval is required of a certain number of Members, if approval is given by the minimum required number of Members (or more), any Members who did not give their approval hereby agree to nonetheless abide by the decision. If approval is given by less than the minimum required number of Members, the status quo shall continue. 22.5 For clarity, no Member shall have more than one vote (even where they hold more than one Share).
23. Matters requiring unanimous consent of Members
23.1 The Syndicator shall not and, for as long as a Member remains an owner of the Horses in the Syndicate, such Member shall not (and each shall use their reasonable endeavours to procure that the Syndicate shall not) do or permit to be done or agree to do any of the matters listed below, without the prior written consent of all Members (save for any Members excluded from voting pursuant to clause 11.3a): a. incur or permit to be incurred any Unforeseen Costs; b. continue this Agreement beyond its proposed End Date; c. sell, lease or otherwise dispose of the Horses (except as specified in clauses 13.1, 14 and 15); d. sell, transfer, assign, pledge, charge, encumber or otherwise dispose of any Share or any interest in any Share in the Horses (except as specified in clauses 13.1, 14 and 15). Or e. increase, reduce or sub-divide the Share in the Horse.
24. Termination
24.1 This Agreement will terminate at the end of the Syndicate Period (except as specified in clauses 2.4, 17.2 and 23). 24.2 Termination of this Agreement shall be without prejudice to the rights and obligations of the Syndicator and each Member accrued prior to such termination, or under any provision which is expressly stated not to be affected by such termination including in respect of any prior breach of this Agreement. 24.3 The provisions of clauses 1, 7.3, 10.2, 11, 12.1(g)-(k), 21, 24, 25, 27 and 28 shall survive the termination of this Agreement and continue in full force and effect.
25. Accounts and distribution of Syndicate funds
25.1 The Syndicator shall open and maintain a bank account in the name of the Syndicate to which shall be credited all sums paid by Members in respect of the Syndicate and all other sums received by the Syndicate and to which shall be debited all amounts charged to the Syndicate. The bank account (the “Syndicate Bank Account”) shall be used solely and exclusively for the purposes of the Syndicate. Upon request by a Member, the Syndicator shall promptly provide the Member with a bank statement in respect of the Syndicate Bank Account showing all transactions. 25.2 Where the Syndicate Period is for more than one Season: 25.2.1 the Syndicator shall prepare a set of accounts (on the same basis as set forth in clause 25.4) at the end of each Season as well as when the Syndicate is wound up; 25.2.2 the Syndicator shall send such accounts to each Member by email (and/or by post if so requested by any Member) as soon as reasonably practicable after the end of the Season; and 25.2.3 any prize money won by the Horses during the prior Season (together with any other amounts remaining in the Syndicate Bank Account after payment of all relevant fees) shall be retained in the account and (unless the amount is insufficient to merit a change) used to reduce the Costs Per Share payable for the next Season. Once the reduced Costs Per Share for the next Season have been calculated, the amount due from each Member for the coming Season shall be notified to the Members by the Syndicator who shall invoice the Members accordingly. Each such invoice shall be payable by the same due dates set forth in the Syndicate Information. 25.3 Only following the end of the Syndicate Period once the Horses are transferred to the Syndicator or otherwise transferred (or dies) will final accounts be prepared and any amounts remaining in the Syndicate Bank Account (after payment of all relevant amounts due) be distributed to Members rateably according to the number of Shares held by them. 25.4 As soon as reasonably practicable after the Horse(s) ownership have been transferred to the Syndicator, the Syndicator shall (a) pay all outstanding fees and expenses due, (b) make all VAT recovery submissions not made previously, and (c) prepare a set of wind-up accounts showing:
Income • the monies paid by the Members in respect of their Shares; • the prize money won by the Horse (but excluding any trophies of their value); • any other income (such as appearance money) received in relation to the Horse, except for Excluded Income identified as such in the Syndicate Information; • any VAT recovered.
Expenditure • the Training fees • the Management Fee;
25.5 The resulting balance (together with a pro rata refund of the Management Fee if the Syndicate has ended early before the end of the Season and if the full Management Fee has previously been paid) shall be distributed to Members rateably according to the number of Shares held by them, within 10 days of the accounts being distributed. It is acknowledged, however, that the VAT recovery period could take several weeks and that this may dictate when final accounts can be concluded and distributed. 25.6 Each set of accounts shall clearly identify, on an itemised basis, all income and expenditure. 25.7 The Syndicator shall keep copies of all receipts and shall promptly provide Members with copies of the same upon request.
26. Acknowledgement
26.1 The Syndicator and each Member acknowledges that : a) by participating in the Syndicate, they shall be subject to, and regulated by, certain provisions of the Rules of Racing for the duration of the Syndicate Period, and agrees that they shall comply with them; b) (without prejudice to the generality of the foregoing) they are aware of the rules that prohibit the sharing of inside information and prohibiting the lay betting of owned horses and are aware, in particular, of the following Chapters of the Rules of Racing (which may be subject to change from time to time on notice by the BHA to the Syndicator): (J) Integrity and (L) BHA Investigations and Disciplinary Action. 26.2 Each Member acknowledges that participation in the Syndicate is for the purpose of sharing in the enjoyment of the Horse and not for investment and may not necessarily provide any financial return.
27. Compliance with laws
27.1 Each Member shall, and the Syndicator shall, at all times comply with all applicable laws and regulations relating to this Agreement and/or the Syndicate and/or the performance of their respective rights and obligations under or in connection with this Agreement.
28. General
28.1 Any notice given under this Agreement shall be in writing and shall be delivered by hand, by email, or sent by pre-paid first class post or recorded delivery post to the address of the party (as most recently specified), or to such other address notified to the other party. A notice delivered by hand is deemed to have been received when delivered. A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email to the correct email address last notified by the intended recipient shall be deemed received at the time of sending. 28.2 Each Member undertakes that they shall not use, divulge or communicate to any person (except to their professional advisers or as may be required by law or any legal or regulatory authority) the terms of this Agreement or any confidential information concerning the affairs of the Syndicate. 28.3 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. 28.4 Any variation of this Agreement shall be in writing and signed by or on behalf of all the parties for the time being. 28.5 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. 28.6 Rights and remedies arising hereunder are cumulative and do not exclude rights and remedies provided by law. 28.7 This Agreement constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover. 28.8 Except as stated in clause 2.2, this Agreement is personal to the parties hereto (and their successors and heirs) and no third party has any rights to enforce any of its terms. 28.9 The Syndicator shall not assign, transfer or delegate any of their rights or obligations under this Agreement. 28.10 This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. 28.11 This Agreement shall be governed by English law and the Syndicator and each Member irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter. 28.12 This Agreement has been entered into on the last page of this Agreement (“Agreement To Be Legally Bound”)
SUBSCRIPTION FOR SHARE(S)
I hereby subscribe for ____ Share(s) in the Syndicate.
I hereby agree to pay all costs per Share set out in this Agreement, by no later than the times specified for payment. I acknowledge and agree that the initial payment per Share is £ _____ (the “Initial Payment Per Share”).
I have transferred payment for £________ by bank transfer to the Syndicate Bank Account, to cover the Initial Payment Per Share for each Share for which I have subscribed above.
Signed: ________________________________________________________________________
Name: _________________________________________________________________________
Address: _______________________________________________________________________
Telephone No: __________________ Email: __________________________________________
AGREEMENT TO BE LEGALLY BOUND
By signing below , I 9the subscriber set forth on the previous page) confirm and agree as follows;
- I am aged 18 or over.
- I have full right, title and authority to enter into this agreement.
- I am not (and never have been) banned from entering any racecourse or racing stable, or ‘warned off’ or convicted of any breach by the British Horseracing Authority.
- I have read and understood the terms of this agreement and agree to abide by (and be legally bound by) its terms.
- I understand this Agreement comprises (i) the Syndicate Information, (ii) the Terms and Conditions, (iii) the Subscription For Share(s) and (iv) this page entitled “Agreement to be Legally Bound”.
- I agree that this Agreement constitutes a binding contract between me and (i) the Syndicator and (ii) the other Members.
- I am entering into this Agreement for my own benefit and not for or on behalf of anyone else.
- I have sufficient disposable monies to pay the Cost per share(s)for the duration of the Syndicate Period and accept that I may receive no monies in return.
- I acknowledge and agree that I will not become a member unless and until the Initial Payment Per Share has been paid and received into the syndicate Bank Account in full and cleared funds.
- I understand that if such payment has not been received into the Syndicate Bank Account in full and cleared funds within fifteen days of my signing this Agreement, the Syndicator may give me a final written warning to pay and if I still do not do so in full within a further ten days, this Agreement shall automatically terminate and (a) I shall not become a Member of the Syndicate, and (b) the Syndicator shall repay me any monies that I did pay into the Syndicate bank Account.
Signed : ——————————————————————————————- Dated ——————-
ACCEPTED AND AGREED by the Syndicator(s) who, by signing below, likewise confirm and agree that they have read and understood the terms of this agreement and agree to abide by (and be legally bound by) its terms:
Signed ——————————————————————————————— Dated——————–
Name ———————————————————————————————-
Signed ——————————————————————————————— Dated——————–
Name ———————————————————————————————-
This document explains the terms and conditions which will form part of and govern our contract with you when you purchase shares in one of our syndicate racehorses horses. These terms and conditions will therefore govern our relationship with you as a racing syndicate member.
You should read these terms and conditions carefully before placing your order for a share or shares in any of our racehorses, or renewing your membership.