venture oil brochure 2
TRANSCRIPT
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INVESTMENT ANALYSIS
DOCUMENT
FOR
VENTURE OIL
INVESTMENTS LIMITED
Target 20%-30% PA return
Approved for SIPP SSAS QROPS
Syndicated Investment From $12,000
Ownership Rights to Investors
Minimum Guaranteed Production Levels
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This Information is provided to inform Authorised
Financial Advisors about a specic alternative
investment, its structure and the detail surrounding
the investment.
This information is not produced or intended for
members of the public or general circulation. Only
authorised and regulated advisors are able to provide
investment advice to their clients whom they know
to be certied sophisticated investors.
This document details an alternative investment
through the purchase of shares in an unquoted
company.
Prospective investors must rely on their own
examination of the legal, taxation, nancial and other
consequences of any contributions made in this
investment including the risk involved. Prospective
investors should not treat the contents of this
information as advice relating to legal, taxation or
other matters and, if in any doubt about the proposal
discussed in this information, its suitability, or what
action should be taken, should consult a person
authorised and regulated by the FSA under The
Financial Services and Markets Act 2000 (FSMA)
and qualied to advise on alternative investments of
this nature.
Accordingly, where this information is communicated
by any person who is authorised under FSMA to
any other person, it is to be so communicated only
to (and directed only at) persons to whom such
communication may lawfully be made (Relevant
Party and Relevant Party shall be construed
accordingly), including (but not limited) to:
Investment professionals who have professional
experience in participating in unregulated collective
investment schemes within the meaning of article 14
of the FSMA (Promotion of Collective Investment
Schemes) (Exemptions) Order 2001, as amended
(the CIS Exemptions Order);
High net worth companies, unincorporated
associations, partnerships or trustees of high value
trusts within the meaning of article 22 of the CIS
Exemption Order;
Sophisticated investors within the meaning of
article 23 of the CIS Exemptions order as amended
by the Financial Services and Markets Act 2000
(Financial Promotion and Promotion of Collective
Investment Schemes) (Miscellaneous Amendments)
Order 2005.
A sophisticated investor for the purpose of article
23 of the CIS Exemptions Order as amended by the
Financial Services and Markets Act 2000 (Financial
Promotion and Promotion of Collective Investment
Schemes) (Miscellaneous Amendments) Order
2005 is someone:
Who has a current certicate in writing or other
legible form signed by an authorised person (other
than the authorised person by whom the Information
Memorandum is communicated to the eect that
he is suciently knowledgeable to understand the
risks associated with participating in unregulated
schemes (other than the authorised person by whom
the Information Memorandum is communicated);
and;
Who has signed within the period twelve
months before the day on which the Information
Memorandum is communicated, a statement in
the term prescribed by article 23(1)(b) of the CIS
Exemptions Order as amended by the Financial
Services and Markets Act 2000 (Financial Promotion
and Promotion of Collective Investment Schemes)
(Miscellaneous Amendments) Order 2005.
This information can only be provided to persons
where the nancial promotion is exempt from the
nancial promotions restrictions.
NOTICE TO RECIPIENTS
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CONTENTS PAGE
INTRODUCTION
EXECUTIVE SUMMARY
OIL REVENUE INVESTMENT
SUMMARY OF INVESTMENT
THE SYNDICATION OPTION
VENTURE INTERNATIONAL
SYNDICATES
INVESTMENT STRUCTURE
TAXATION AND THE SYNDICATE
COMPANY
RISK FACTORS
MONEY LAUNDERING AND DATA
PROTECTION
CONTACT DETAILS
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Welcome to our latest oil revenue investment
opportunity. As you are aware, world nancial
markets have recently undergone signicant
changes, leading to confusion about how,
where and in what to invest. The release of this
latest Investment provides the ideal opportunity
to invest in a market that even in the recent
economic decline continues to ourish the Oil
Industry.
As a prudent investor, you will recognise the
importance of disciplined due diligence. The
Directors of Venture International Holdings
Ltd all have a vast knowledge of international
investments ideally positioned for the
international investor.
As our past loyal investment partners know,our position is the formation of investment
structures & opportunities that provide the
highest levels of security for our investors
while optimising the returns.
For our investment partners, our investments
mean they can invest in a well researched
opportunity with the joint buying power of
other like-minded investors.
Via our syndicate option sharing the risk
with other investors, we can take maximum
advantage of options secured by Venture Oil
Investments Ltd on behalf of its increasing
family of investor partners.
Partnering with Venture is not simply a good
investment it is a smart decision that will pay
dividends for years to come.
INTRODUCTION
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At V.O.I.L., we believe purchasing oil in
the ground at a low wholesale price, then
contracting to provide the service to extract
and sell it, represents a unique investment
opportunity.
We believe this method of investment oers
our investors the opportunity to maximise the
benets of the current and future Oklahoma
Sweet Oil market prices, allowing them to
hedge against rising energy costs and/or start
developing or add to their own personal pension
fund.
THE INVESTORS CHOICE
Investors are given the opportunity to purchase
an exact number of barrels of oil (in allocationsof 250 barrels) from the reserves of established
oil wells. When the investment is made, the
investor receives an allocation of shares in
V.O.I.L. comparable to the level of investment
made.
V.O.I.L. further protects the interest of
investors as V.O.I.L. has its interest registered
on title and an Ownership Certicate is issuedidentifying the specic investment made, under
the forward purchase contract.
Investment in Venture Oil Investments Limited,
starts at a minimum purchase of 250 barrels
of oil in the ground at a cost of $12,000 USD
with further increments of 250 barrels, with no
maximum restrictions. Although the purchase
of the oil in the ground conveys title to that oil,
the extraction and sale of the oil is a contracted
arrangement between V.O.I.L. and its Operator
Partners.
Venture International Holdings Limited is an
International specialist consultative company
oering services to oshore corporate and
individual investors.
Venture International also specialise in providing
unique investment opportunities for our clients,
this investment is one such example.
Venture International Holdings Limited will
provide full management services to Venture Oil
Investments Limited which is a new company
established for this bespoke investment.
WHAT WE OFFER
Venture Oil Investments Limited (V.O.I.L.)
has secured a forward purchase option onan exact quantity of crude oil in the ground
in Oklahoma USA at a low xed price of
$48.00 USD per barrel, the returns of
which are prepaid over a xed term of 7
years (84 months).
The contracted operator, with whom
V.O.I.L. engages, guarantees the 1/84th of
the oil purchased shall be extracted eachmonth, and sold to the renery on behalf of
V.O.I.L. whom then receives payment at the
current crude oil price per barrel on behalf
of the investor.
Each investor is issued with a quarterly
production payment from the proceeds of
that sale. (The oil is sold according to the
average price of Oklahoma Sweet for the
specic month).
EXECUTIVE SUMMARY
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The Oklahoma oil energy industry contributes
23 billion to Oklahomas gross domestic
product and employs over 60,000 people.
In 2004, Oklahoma had 83,750 commercial
oil wells and as many as 750,000 total wells
producing 178 thousand barrels of crude oil
per day. Ten percent of the USAs natural gas
supply is held in Oklahoma, with 1.662 trillion
cubic feet (47.1 km3).
Within the US there are thousands of capped
oil wells that are now being acquired by smaller
independent Operators with a view to extracting
the unrened reserves. It is these operators
with whom Venture Oil Investments Limited
contract to provide this investment. These
Operators are seeking capital from investors
which will allow them to;
Uncap and clean existing wells
Drill further into existing wells
Install ow lines and storage tanks
Install pumping equipment
Establish and maintain ow of oil
As we purchase the oil in the ground on a forward
purchase contract which is xed we are able to
remove all risk associated with the exploration,
extraction, transportation and rening of
the oil. We also carry no responsibility in the
purchase or maintenance of any equipment or
moveable structures.
OIL REVENUE INVESTMENT
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OPTIONS
Forward purchase contracts are executed
by Venture Oil Investments Limited for the
term (84 months). It is possible for a single
investor buy 1000 barrels (or more) or to
make the purchase through our syndicates in
quantities of 250 allotments at a purchase price
of $12,000 USD per 250 barrels.
In accordance with V.O.I.L. signed Contract
Operator Agreement, the Contractor would
then extract the purchased quantity of oil at the
rate of 142.86 barrels of oil per year, (or 11.9
barrels of oil per month) for 7 years.
Each month, the 11.9 barrels of oil extracted is
rate for Oklahoma Sweet. Income from the
sales is received each month into Venture Oil
Investment Limited as a cash payment which in
turn is paid to investors quarterly in arrears.
Investment Return Scenario 1
If the price remained stable at $81.00 per barrel
for the whole year, the returns would be;
Annual Payment Received: $11,566.80
Annual Return on Investment: 24.10%
Investment Return Scenario 2
If the price remained stable at $100.00 per
barrel for the whole year, the returns would be;
Annual Payment Received: $14,280.00
Annual Return on Investment: 29.75%
Investment Return Scenario 3
If the price remained stable at $120.00 per
barrel for the whole year, the returns would be;
Annual Payment Received: $17,136.00
Annual Return on Investment: 35.7%
The current price of Oklahoma Sweet as of
January 8th 2012 is $96.19 per barrel.
In July 2008 prices reached $147.00 USD per
will be topped in the current year. Such a price
would provide a monthly payment of $1,749.30USD ROI 43.73% p.a.
Production Payments
Venture Oil Investments Limited will issue a
regular quarterly payment to investors in US
Dollars. Payments will be made via SWIFT
Transfer; additionally V.O.I.L. will issue to
investors a quarterly production report
SUMMARY OF INVESTMENT
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FINANCIALS
There are varying factors that aect the
returns from oil well revenues. However
the main two are;
(1) Production Levels
Demand as ever will determine the production
level of any commodity, oil is no exception. As
economies start to improve, the need for oil as a
major resource increases. Who says so every
economic analyst thats who and they are right.
Consider the US as an example, the largest user
of oil in the world and demand is expected to
increase annually by 2% for the next 10 years.
The US currently imports 40% of its oil usage,
so home rened oil is now becoming a priority
to the large and small operators. Add to theabove the booming economies of India, China,
and other areas of South East Asia and the
demand for oil will only increase.
(2) Price
In simple terms the higher the price the better
for oil well investors. In July 2008 prices were
$147 USD per barrel. Prices today remain
stable around the $80 to $90 USD range withmany experts predicting the oil prices will rise
and exceed the previous highs of 2008 during
2011. The International Energy Agency (IEA)
stated that Global oil product demand for 2010
and 2011 is revised up by an average of 320
kb/d on higher-than-expected submissions,
reecting buoyant global economic growth and
cold northern hemisphere weather. Global oil
demand, assessed at 87.7 mb/d in 2010 (+2.7
mb/d year-on-year), rises by 1.4 mb/d to 89.1
mb/d in 2011..
SUMMARY OF INVESTMENT
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THE SYNDICATION OPTION
Syndication is an attractive investment concept
that provides a number of signicant advantages
Being able to invest in opportunities the
investor may not otherwise be able to
aord.
Allowing a group of investors to pool
their funds together to acquire a quality
investment that they would not
normally have access to
Enabling investors to spread their
investment funds into several
dierent sectors with dierent levels
of investment risk and returns.
Sharing the investment risk
with other investors allowing a more
progressive investment strategy, this
provides higher potential returns.
Enabling smaller investment amounts
to be used.
Oers a hassle-free method of investing
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Venture International Investment Syndicates
require a minimum investment of $12,000
US Dollars. Investors can choose to become
involved in several dierent syndicates using
varying investment strategies, or invest larger
sums in those syndicates that are most suited
to their prole.
Very often by the time prime investments
are advertised in the public domain they have
already been secured by large investment
experts and discounted launch oers have been
fully allocated out to these groups. Good diverse
investments are snapped up by those within
the industry before they are even released to
the public. Venture International provides to
investors the same opportunities as the large
corporate entities.
Venture International has access to
professionals and experts within the industry and
can source excellent o-market opportunities.
Venture International are then able to oer
syndicate participation to its investor clients.
An essential element of securing a high-quality
investment is a thorough due diligence process.But this costs money and is often too expensive
for the individual investor.
By sharing the due diligence costs, investors
can have access to the experts through Venture
International to ensure that the investment
purchased is sound.
This expert advice is available throughout
the syndication period for all facets of the
syndicated investment.
Why a Venture International Syndicate?
Venture International are the international
investor specialists.
Venture International specialises in syndicated
investment projects for the international
investor. The Directors have themselves
lived oshore for long periods of time. They
know what types of investments best suit the
international investor.
Venture International has designed a syndicate
investment structure that provides the best
possible return on investments for its investors.
This syndicated investment structure was tailor-
made by Venture International Holdings Limited
who will remain the syndicate managers for theinvestment made into Venture Oil Investments
Limited.
Venture International has a formalised syndicate
legal structure.
Venture International has representative
oces in Dubai, Bahamas and the UK, which
provides for global access to essential supportand expertise.
Venture International team members are all
committed to total customer support and
satisfaction.
VENTURE INTERNATIONALSYNDICATES
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Our syndicated investments are designed
specically for international investors.
Shareholders may be citizens of most countries.
Whenever a group of Investors join together
to form a Syndicate it is imperative that a
formalised legal structure is available to ensure
all investors know how the Syndicate is formed,
how investors are protected, how the Syndicate
operates and ultimately, how the Syndicate will
conclude.
Venture International Investment Syndicates
legal documentation is produced under UK
law in either the British Virgin Islands or the
Seychelles.
Venture International provides escrow servicesfor all investor funds and has appointed
Glenmuir International Ltd as Trustees.
Venture International benchmarks, each
syndication for a 20% + per annum minimum
projected return over the investment period.
Actual returns for oil investment are exceeding
30% per annum.
The Venture International Guarantee
Every Venture International opportunity:
Has been developed by a team that is focused
on a success-driven philosophy.
Has undergone thorough independent duediligence. Its Directors already invested
in oil well royalties prior to oering out to
investors.
Uses a bespoke structure specically
designed for investors regardless of
nationality.
The Venture International Commitment
Venture International Holdings Ltd is a
global business sourcing unique, carefully
considered and independently evaluated
investment opportunities.
Venture International facilitates avenues
of participation alongside our investment
partners, providing them with premium
investment opportunities and access to
professional oshore services.
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Investment Objective
The objective of the syndicate is to provide
the investors with high investment returns
in the medium term through investment in a
diversied range of investment options in the
major developing markets.
All our syndicated investments are classed as
low to medium in risk prole. We will never
invest in pure speculative, untried ventures.
All syndicates are managed. This means when
you invest in a Venture International syndicate
your money is not simply passed over to
another fund manager to make judgement and
call on, what, where and if an investment is
made. The syndicate Directors adhere to the
investment as proposed within this Investment
Analysis Document IAD and the Subscription
& Shareholders Agreement
VENTURE INTERNATIONALSYNDICATES
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This investment is structured through Venture
Oil Investments Limited a Special Purpose
Vehicle (Syndicate Company). It is a Tax
Ecient single asset Investment Company
funded through syndicated investment.
The structure has been designed to be the
most ecient and protable way to add assets
into any investors portfolio, and extends an
opportunity to syndicate investment with other
known or unknown investors. Equally, this
structure allows sophisticated investors to
spread risk whilst presenting the opportunity
to invest through the purchase of shares in a
company underwritten by the tangible asset of
property - in this case Oil Revenue.
The structure is simple, an oshore limitedliability company divided into equal shares, and
a company resolution to buy a single real asset
(1000 Barrels of oil) within certain investment
guidelines. The Articles of Association of this
Company are standard for most jurisdictions,
and are based on English Common Law.
On full subscription the Syndicate Company
eects the purchase contract of 1000 barrelsof oil from the contracted operator outright
and debt free, further more the shareholder
agreement prevents the directors from
raising debt on the asset without a majority
shareholding vote to do so. This further protects
the interests of investors.
The main element to this investment is a real
and tangible asset in the form of a forward
purchase contract in oil producing wells.
Shareholders
The Syndicate Company is ultimately owned
and managed by shareholders. Each Company
is typically divided into equal shares and is
structured by the Syndicate Manager so that no
single shareholder can acquire a majority voting
position.
Investment
The initial investment required to fully subscribe
to the Syndicate Company is calculated by
the gross purchase price of the 1000 barrels,
including administration and establishment
costs. In the case of this investment $48,000
USD. Minimum investment is $12,000 USD
for 250 Barrels so the maximum amount ofshareholders per syndicate is 4.
Annual Costs
Venture International Holdings Limited
Syndicate Managers fees are xed annually at
1% of the annual revenue. An additional annual
xed fee of 500.00 GBP per syndicate, is
payable from income received and coversthe oshore registration costs, and annual
reporting mechanisms of the company. Both
costs are charged annually in arrears and met
from the income received into the company.
Investment Returns
All projected investment returns in this
information have been calculated after allowing
for all the costs shown in this section, but
before any UK taxes payable by direct investors
themselves.
INVESTMENT STRUCTURE
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Taxation and the Syndicate Company
The following summary is a guide for investors
considering whether to invest in the Syndicate
Company. It is not specic advice for any
investor and any such investor requiring such
advice should speak to their specialist advisors.
Income Tax
The corporate structure established through
which the income from the rental guarantees
are received are tax ecient and mitigate annual
taxable income. Each individuals personal tax
circumstances will detail the amount and type
of tax due.
Capital Gains
Each investor is treated under UK tax rules as
having direct ownership of shares in an unquoted
company. If the asset held within the Company
established for this acquisition is sold, then the
appropriate taxes are due dependent upon the
individual circumstances of each investor. Thecircumstances of the disposal of the asset will
dictate the relevant capital gains tax due.
Inheritance Tax
The net asset value of the investors assets held
within the Syndicate Company will form part of
the estate for inheritance tax purposes if the
investor is liable to UK inheritance tax.
Stamp Duty and Land Tax (SDLT)
The acquisition of an interest in the Syndicate
Company is outside the scope of UK stamp
taxes.
Value Added Tax
The Syndicate Company is formed in ajurisdiction to which VAT is not applicable.
TAXATION AND THESYNDICATE COMPANY
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Potential investors should carefully consider
the following risk factors in relation to the
investment, which individually or in aggregate
could have a material eect on the investment
return, and should consult their nancial
advisor before investing. Investors should be
aware that the value of this investment is linked
intrinsically to the oil prices and in the event
that oil prices dramatically reduced this would
signicantly reduce the investment returns.
Valuation of the Royalties and Oil
producing Wells
The sales comparison approach in valuing such
an investment as this has some limited use in
providing a range of values. Dierences inlocation, procedures, facilities and property
rights transferred and many other variables make
a precise comparison between the comparable
sales, and this particular project dicult.
Subjective adjustments used to lessen these
diculties are highly speculative. Moreover,
there is no accurate way of determining whether
the sales prices actually paid represent market
values, because it is dicult to determine theexact motivations of the buyers and sellers, or
what special conditions may have inuenced
the sale.
Operational Risk
This risk represents the possibility that the
operator is responsible for the extraction of
the oil will under-perform and will therefore
experience periods of nancial distress.
However, given the relative experience of
the operator appointed to extract the oil and
maintain the level of oil production, the level of
operational risk is not considered high.
RISK FACTORS
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Market Risk
Volatility in economic growth rates, oil prices,
investment values and exchange rates may
aect returns as a result of their impact on the
performance of the investment.
Currency
The deposit into the investment is made from
Sterling into US Dollars. Returns are paid into
the Syndicate Company in US Dollars. There are
inherent risks in any exchange rate dependent
investment. Should the UK Pound against the
US Dollar be stronger the return will be greater.
Should the UK Pound against the US Dollar be
weaker the return will be less. (This assumesthat all other variables are constant).
Investors should consider the current risk
associated with this investment over the
lifetime of the investment, as well as the
political considerations associated with these
jurisdictions and how they might aect these
interacting exchange rates.
Sale
Whilst the shares in the Syndicate can be sold
at any time following purchase (subject to the
majority vote of its shareholders) the price that
will be attained when shares are sold will be
heavily dependent on a number of factors, most
of which are detailed within this report. The
better the performance of the income revenue
at the time of sale, the higher the sale price will
be. The sale of shares will be dependent on a
number of factors including market liquidity
and economic conditions at that time.
Liquidity
Though this investment is structured throughthe purchase of shares in a company, the asset
behind the investment is oil which is of a less
liquid nature than some other asset classes.
The investment period is for the xed term of 7
years (84 months).
If an investor wishes to sell their shares prior to
the end of the investment term, then additional
costs may have to be met by that investor, suchas share valuation and administration costs.
Shares if sold prior to the end of the investment
term will be oered for 30 days to remaining
syndicate shareholders, before they can be
oered for sale elsewhere.
RISK FACTORS (CONT)
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Death of an Investor during the Lifetimeof the Investment
SIPP Investor
In the event of the death of a SIPP investor
on whose behalf shares are held within their
SIPP, the directors of the Syndicate Company
will endeavour to establish an internal market
for the purchase of the shares amongst
current shareholders. In the unlikely event that
no buyers can be found within 3 months of
notication of an investors death, the director
may oer the shares on the open market or to a
new investor at a fair market price.
Where possible for a SIPP investor the shares
could be assigned to the next of kin as in a
specie payment.
Non SIPP Investor
In the event of the death of a private individual
shareholder, the directors of the Syndicate
Company will endeavour to establish an internal
market for the purchase of the shares amongst
current shareholders. In the unlikely event that
no buyers can be found within 3 months ofnotication of an investors death, the director
may oer the shares on the open market or to a
new investor at a fair market price.
In both of the above cases the denition of a
fair market price is a subjective one and the
investors beneciary may receive a diminished
return to that anticipated. Where possible for
a direct investor the shares could be assigned
to the next of kin.
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RISK STATEMENT
Investing in Oil and Gas Ventures has low
to medium level risks, any person who is
considering this type of investment who is in
any doubt about the investment to which this
Investment Analysis Document relates should
consult an authorised person specialising in
investments of this kind.
Venture International Holdings Limited has
attempted to provide accuracy in the statements
contained herein. However the contents of this
document (Investment Analysis Document)
are not intended to contain and should not be
regarded as containing advice relating to legal,
taxation, investment or any other matters and
prospective investors are recommended to
consult their own stockbroker, bank manager,
solicitor, accountant or other nancial advisersfor any advice concerning the acquisition,
holding or disposal of the Ordinary Shares in
the Company (the Shares).
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VericationIn accordance with the Money Laundering
Regulations 2003, we will require verication
of the identity of every potential investor
and any authorised intermediary acting for a
prospective Investor. Any forms submitted
must be completed in full and the payment
mechanism must be adhered to strictly.
Rejection
Any potential investor not meeting the
requirements will have their application rejected
as we are under a legal duty to comply with the
Anti-Money Laundering Regulations.
ComplianceAll investors should complete the application
forms fully and comply with the information/
requirements stated therein.
Data Protection Act
Any details or information submitted during
the course of the application will be retained
on a database at its registered oce under theprovisions of the Data Protection Act 1998.
Warranty
Completion of an application form warrants
that all cheques forwarded by an investor will
be honoured at the rst presentation.
MONEY LAUNDERING REGULATIONAND DATA PROTECTION
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