Bond update from the Issuer 

The original issuance and offering of the Bond has been authorised by the Issuer and initiator, Red Church Finance B.V., on the 27th of June 2023, with the publication of the Information Memorandum by this date. Per the 30th of September 2023 the issuance was temporarily closed by the Issuer as a result of changes / adjustments of material nature in the investment plans of the Red Church Group, a revaluation of the wine stock to current market conditions and some to be included changes in the Bond structure. 

As described for in Section 1.1 of the Information Memorandum of the 27th of June 2023, the Issuer is responsible for the accuracy and completeness of the information contained in the Information Memorandum and information of material importance will be regularly updated on the Website.

With regard to the above the Issuer had decided to review and revise (were needed) all the Bond information and documentation. Based on this outcome the Issuer has decided to update the Bond website and since the changes are of material nature to also update the Information Memorandum and the associated Bond documentation (Bond conditions, Trust Deed, Loan Agreement, forecast model Bondholders, etc.).

Per the 22nd of November 2023 this review and update is finalized and the issuance of the Bond is there for re-opened by the Issuer. Whereby the currently subscribed investors are given the possibility to revise or reconfirm their registration based on the new updated Information Memorandum. The statement of the Issuer with regard to this update can be downloaded below. 

Summary of the issuance

The Issuer and initiator, Red Church Finance B.V., is offering a (maximum) issuance of 196 Red Church Vineyard Bonds (Bonds) each with a nominal value of € 25.000,-  with an annual coupon interest that entitles the Bondholder to 366 bottles of the price winning wine estate Red Church Vineyard produced Classic Red Wine in redeemable Red Church Vineyard Wine Vouchers per investment of (minimum) € 100.000,-.

Bullet points of the Red Church Vineyard Bond:

  • A maximum of 196 (one-hundred ninety-six) Red Church Vineyard Bonds will be issued, each with a nominal value of € 25.000,- (twenty-five thousand euro) and a joint nominal value of € 4.900.000,- (four million nine-hundred thousand euro).
  • The minimum Bond placement is € 3.300.000,- (three million three-hundred thousand euro) equal to 132 (one-hundred thirty-two) Red Church Vineyard Bonds.
  • The minimum participation is 4 (four) Red Church Vineyard Bonds, representing at least € 100.000,- (one-hundred thousand euro) per investor.
  • Annual interest per 4 (four) Bonds consists of 366 (three-hundred sixty-six) bottles of the Classic Red Wine produced by the price winning Red Church Vineyard in redeemable Red Church Vineyard Wine Vouchers.
  • The Red Church Vineyard Bonds has a (maximum) duration till the 31st of December 2027.
  • The Red Church Vineyard Bonds are freely tradable during the whole period, upon written consent given by the Trustee/Issuer.
  • Right to convert the Bonds into share capital of the holding entity of the Red Church Group, to become a direct Red Church Vineyard Owner.
  • As collateral the Bondholders receive:
    • a first mortgage right on the Real Estate Assets and Plots of the Red Church Vineyard.
    • a pledge on the part of the issued shares of the holding company of the Red Church Group, in portion equal to the shares linked to the conversion right.
  • The Red Church Group has the right to early redeem the Bonds in 2024 and 2025 at a rate of 105%, in 2026 at a rate of 102,50% in 2026 and in 2027 the outstanding Bonds will be fully amortized at a rate of 100%.
  • No dividend will be distributed from EN EooD to its shareholders, until the Bond is redeemed and/or converted in full. 
  • Subscription fee is 0%.
  • Subscription become interest-bearing from the date of deposit.
  • Each year during the term of the Bond the Investor will receive an invite to attend an annual wine tasting event on the Red Church Vineyard, including 2 (two) hotel overnight stays and inclusive breakfast for 2 persons.
  • The forecasted IRR, based on a minimum participation of 4 (four) Bonds, including the effectuation of the conversion right in 2026 and a forecast till 2029 is forecasted on an IRR of 19,77% excluding the Profit Share of the singledrinks.com project. The forecasted IRR without conversion and a duration till the end of the Bond is 9,57%.

With regard to the offering and issuing of the Bond, no AFM (Netherlands Authority for the Financial Markets) approved prospectus will be made generally available. The Issuer makes use of the exemption provision of article 5:3 par. 1 sub c Wft (Financial Supervision Act) and article 1 par. 4 sub d of the Prospectus regulation (EU 2017/1129). This exemption  reads that an offer of securities to the public does not need to have an AFM approved prospectus insofar an offer of securities addressed to Investors who acquire securities are offered for a total consideration of at least € 100.000,- per Investor, for each separate offer.

The offering of the Bond is not supervised by the AFM.