WiseAlpha is an innovative online investment platform that gives members the opportunity to earn attractive returns by investing in corporate loans and bonds of well known British brand name companies.

Our platform is open to investment from private family offices or third party asset managers, and individual investors (subject to suitable qualification) who seek alternative investments to compliment their portfolio.

The wiseAlpha platform is an alternative to brokers and specialist funds who often charge upfront fees, management and performance fees and who may lock-up your money.

Members of wiseAlpha invest in wiseAlpha Participation Note(s), or “Note(s),” which reference and are backed by specific senior secured loans or bonds that wiseAlpha Limited acquires. The Note reflects the key economic terms of the specific underlying loan or bond with the company. WiseAlpha Notes have similar characteristics to a bond or debenture.

References on the wiseAlpha platform to senior secured loans purchased by members are actually the Notes referencing individual senior secured loans or bonds. If you hold Notes in your wiseAlpha account, wiseAlpha will distribute to you your pro rata portion of the principal and interest payments, if any, that wiseAlpha receives from borrowers via their agent banks on the corresponding senior secured loans or bonds, net of its 1.00% annual Services Fee.

As a member you are not making a direct loan to a borrower, so you are not lending. Instead, you are investing in a Note which is a debt security. The Notes are further described here. It is important that you read the Risk Statement, Investor Agreement and FAQs before investing.

No. WiseAlpha is not a Peer-to-Peer lender. We do not solicit, structure or issue loans or bonds on behalf of companies looking to borrow. Instead our platform lists Notes whose underlying assets (senior secured loans or bonds) have already been issued by major international banks to large British corporate borrowers who often feature prominently in the industries in which they operate.

The senior secured loan based investments we offer differ from Peer-to-Peer lending investments in the following way:

1. The borrowers are often large established companies not individuals or small companies
2. Typically first ranking senior secured loans and bonds have security over the assets and cash of the borrowing company and a pledge over the shares in the event of a default
3. Members do not invest in Peer-to-Peer contracts or the direct loan agreement but instead invest in wiseAlpha Notes

A default is when a borrower has not met one or more covenants or payments under its loan or bond agreement. Usually a borrower will inform its lenders prior to when a default happens that this may occur. In this instance the loan or bond agreement is usually amended by consent of the required number of lenders but in the event this does not happen and a borrower breaches a covenant or payment it will be in default. At this stage lenders work with the borrower to find an agreement to amend the terms of the loan agreement in a way that is satisfactory to lenders or failing that (which is rare or the circumstances of the company are poor) lenders can enforce their security over the assets of the company. WiseAlpha will act on behalf of all investors in the Notes in negotiations around amendments to the underlying credit agreement for the loan or bond. We will update you as to the status of any amendments to the underlying credit agreements and any corresponding changes to the economic terms of your Notes as a result.

WiseAlpha Technologies Limited

WiseAlpha Technologies Limited licenses the platform technology on an exclusive and perpetual basis to wiseAlpha Limited to assist the latter in carrying out its roles and functions.

WiseAlpha Technologies Limited is responsible for:

• promoting the wiseAlpha platform
• arranging transactions in the Notes
• transmitting member orders to wiseAlpha Limited
• general management and upgrading of the platform technology
• providing customer service to members who invest on the wiseAlpha platform but not advice

WiseAlpha Technologies Limited (FRN: 751087) is authorised and regulated by the Financial Conduct Authority in the UK. WiseAlpha Technologies Limited is a company registered in England, with its registered office at 7th floor, 14 Bonhill Street, London EC2A 4BX (Company No. 08967521). WiseAlpha Technologies Limited is a company registered in England, with its registered office at 7th floor, 14 Bonhill Street, London EC2A 4BX (Company No. 08967521).

WiseAlpha Limited

WiseAlpha Limited is a separate legal entity to WiseAlpha Technologies Limited and is domiciled in the British Virgin Islands. The company's registered address is C/O Ogier Fiduciary Services (BVI) Limited, Nemours Chambers, Road Town, Tortola, British Virgin Islands, VG1110 (Company No.1838703)

• This company acts as the counterparty to members when they subscribe for and invest in wiseAlpha Notes
• Each wiseAlpha Note is backed by a specific senior secured loan or bond with the key economic terms mirrored
• WiseAlpha Limited purchases and holds interests in the senior secured loans, bonds and other investments on the terms outlined in the Investor Agreement.
• WiseAlpha distributes to members their pro rata portion of the principal and interest payments, if any, that wiseAlpha receives from borrowers on the corresponding senior secured loans or bonds, net of its annual 1.00% Services Fee
• In the event of either i) a renegotiation of the credit agreement between the borrower of the underlying loan or bond and its lenders, ii) a default or iii) a restructuring of the underlying loan wiseAlpha limited provides its input or vote (where applicable) into discussions with the lender syndicate and borrower in order to protect the economic value of the amount of the loan or bond which backs the Notes. WiseAlpha members are updated as to the status of any of these events and the impact, if any this has on the value of the Notes they hold
• The repayment of the capital and payment of interest on any individual wiseAlpha Note mirrors the repayment of the capital and interest on the specific loan or bond backing that Note. You should be aware that the wiseAlpha Notes are not covered by the UK's Financial Services Compensation Scheme. The interest payments and capital repayments on the Notes are not guaranteed or insured. Your capital is at risk of loss.

Each member’s account is held with wiseAlpha Limited. In turn, wiseAlpha Limited utilises the services of Global Custodial Services Limited (“GCS”) to hold member’s funds. GCS is a sister company of Global Currency Exchange Network (“GCEN”) and is authorised and regulated by the FCA. GCS holds members’ cash balances with Santander plc.

In a situation where an adverse event occurred within WiseAlpha Technologies Limited, all members’ cash balances and investments in Notes would not be affected and would continue to be administered within wiseAlpha Limited.

WiseAlpha Limited is designed to be an administrative entity with its assets substantively (interests in the loans) matching it's liabilities (Notes issued to members). Its operational costs are minimal and are supported by the annual service fees generated by the wiseAlpha platform. WiseAlpha Limited in turn remunerates WiseAlpha Technologies Limited for licensing the platform technology and for the provision of ancillary support with the fees generated net of its operational costs. In the event however that wiseAlpha Limited went bankrupt the loan assets backing the Notes would be sold and the proceeds of each loan asset used for the benefit of members who had invested in the corresponding Notes.

1% Annual Servicing Fee

Based on all amounts invested and collected when the borrower makes an interest payment.

Sale Fee

Payable if you sell any of your investments to other investors prior to maturity.

If members sell their Notes on the "secondary market", wiseAlpha charges the member a 0.25% Sale Fee based on the principal amount of the Notes that are sold. We only charge the Sale Fee if your Notes are purchased by wiseAlpha on the basis described here , and we deduct this Sale Fee from the proceeds of the sale.

Taxation

Interest from wiseAlpha Notes is currently paid to Note holders without any tax being deducted. Any income you earn from your investments in wiseAlpha Notes forms part of your overall income that is subject to personal or corporation taxation rules. Interest payable to Note holders on money invested is charged to income tax in the tax year the interest is received. For example, interest received on 31 December 2015 is received in and taxable for the tax year 2015/16. You should declare any interest and capital gains to the HM Revenue & Customs on a self-assessment tax return if you are an individual or inform your local tax office. At the end of the tax year wiseAlpha will make available to all investors an Annual Income Statement, splitting out the relevant amounts for your tax return, to download from your account. If you are in any doubt about your tax position you should seek independent tax advice.

At present there is no liquid ‘secondary market’ for wiseAlpha investments. Members wishing to sell their investments prior to their maturity dates can do so by creating a sell order on the Market page. Liquidity will be dependent on there being an available and willing buyer at the market price. You will receive your cash in your account once another member has purchased the investments you are selling.

WiseAlpha charges a 0.25% discount ("Sale Fee") to the prevailing market price on the amounts sold.