Bond Lowres Investment Memorandum

IS Holdings
Green Forestry Bond Invitation Document
The investments being offered are not FCA regulated investment products. They may only be offered to High Net Worth Individuals,
Everyday (Restricted) and Sophisticated Investors.
GIS Green Forestry Bond Invitation Document
By agreeing to take up these investments, you will not be eligible for regulatory protection and you may lose all your money.
Contents
Section 1: IMPORTANT NOTICE
Section 2: Definitions
Section 3: GIS Forestry Limited
Section 4: Green Investment Solutions Holdings PLC
Section 5: Cut Wood Market
10
Section 6: The Green Forestry Bond
11
Section 7: Risk Factors
15
Section 8: Forestry Bond: Information & FAQs
18
Section 9: Terms of Loan Notes.
20
Section 1
Section 1
Important Notice
IMPORTANT NOTICE
This document (Invitation or Invitation Document) constitutes
an invitation to subscribe for secured bonds (Green Forestry
Bonds) issued by GIS Forestry Limited (the Company) a
wholly owned subsidiary of Green IS Holding Company PLC on
the terms and conditions set out in this Invitation.
Investors should not subscribe for any of the bonds referred to
in this Invitation except on the basis of the information published
in this Invitation and the instrument dated 1st July 2014
constituting the Green Forestry Bonds of the Company (the
Instrument) set out in Section 9 of this Invitation Document.
Neither Green IS Holding Company PLC nor the Company are
regulated by the Financial Conduct Authority (FCA). Neither
are permitted to offer, nor do offer, any financial advice about
investment products, be they regulated or unregulated.
This Invitation, which is a financial promotion for the purposes

of Section 21 of the Financial Services and Markets Act 2000
(FSMA), is issued by the Company, which accepts responsibility
for the information contained herein. This Invitation Document
has been approved as a financial promotion for UK publication
by Capital Alliance Partners Limited of 46 Great Marlborough
Street, London W1F 7JW, which is authorised and regulated
by the FCA to conduct investment business. Capital Alliance
Partners Limited is registered on the Financial Conduct
Authoritys Register with registration number 5053869. Reliance
on this Invitation for the purpose of engaging in any investment
activity may expose an individual to a significant risk of losing all
of the property or other assets invested. We recommend that
you seek your own independent advice from an appropriately
qualified adviser authorised under the Financial Services and
Markets Act 2000 who specialises in advising on the acquisition
of unlisted securities.
Your attention is particularly drawn to the Risk Factors which

are set out in Section 7 of this Invitation. Prospective Investors
should consider carefully whether an investment in Green
Forestry Bonds is suitable for them in the light of their personal
circumstances. While Green Forestry Bonds are a secured debt
of the Company, there can be no certainty, or guarantee, that
any realisation of such assets through the enforcement of such
security to repay the Green Forestry Bonds, or the Companys
liabilities thereunder, therefore they may not be a suitable
investment for all recipients of this Invitation.
The Green Forestry Bond will be non-convertible and
non-transferable.
This Invitation does not constitute an offer of transferable
securities to the public and accordingly this Invitation does not
constitute a prospectus to which the Prospectus Rules of the
Financial Conduct Authority apply. Therefore, this Invitation has
not been approved by the Financial Conduct Authority or any
other regulatory body.
The Green Forestry Bonds are not shares and do not confer any
equity interest or voting right in the equity of the Company or
any of its subsidiaries.
Please read Section 7 on Risk Factors
The Green Forestry Bonds will be unlisted securities. No

application will be made for admission of the Green Forestry
Bonds to the Official List of the FCA or to the AIM Market
of the London Stock Exchange. Further, neither the FCA nor
the London Stock Exchange has examined, or approved, the
contents of this document.
The Green Forestry Bonds will not be dealt on any other
investment exchange and no application has been or is being
made for the Green Forestry Bonds to be admitted to trading
on any such exchange or market.
Investment in an unquoted security of this nature, being an illiquid
investment, is speculative, involving a degree of risk. It may not
be possible to realise the Green Forestry Bonds or to obtain
reliable information about the risks to which they are exposed.
Green Forestry Bonds are a secured debt of the Company but
there is no certainty or guarantee that the Company will be able
to repay them.
This Invitation Document does not constitute an offer to
participate in a collective investment scheme as defined in the
Financial Services and Markets Act (2000) section 235 and as
such any reader acknowledges that they will not have access to
the Financial Services Compensation Scheme or the Financial
Ombudsman Scheme.
This Invitation does not constitute an offer (whether direct
or indirect) to sell, or the solicitation of an offer to buy, the
Green Forestry Bonds in any jurisdiction in which such offer or
solicitation is unlawful and, in particular, is not for distribution
into the United States, Canada, Australia or Japan. The Green
Forestry Bonds have not been and will not be registered under
the applicable securities laws of United States, Canada, Australia
or Japan and may not be offered or sold within these jurisdictions
or to any national, resident or citizen of United States, Canada,
Australia or Japan. The distribution of this Invitation in other
jurisdictions may be restricted by law and therefore persons
into whose possession this Invitation Document comes should
inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This document has been furnished to the recipient solely for
your information on a confidential basis. Neither this document
nor any other material relating to the proposal described herein
may be copied, reproduced, shown, distributed or issued to
any other person at any time without the prior written consent
of the Company nor may the information contained herein
be discussed with any other person other than the recipients
professional advisers without the prior written consent of the
Company. Every effort is made to ensure that the information
contained herein is accurate at the time of print however, Green
IS Holding Company PLC and the Company assumes no liability
for any errors or omissions.
Section 2
AIM Market
means the alternative investment market registered at the London Stock Exchange;
Asset Register
means the register of GPS coordinates of the standing timber owned by the Company;
Business Day
means a day (other than a Saturday or Sunday) on which banks are open for general business in London;
Certificate Premium
means the sum in the order of a minimum of 10,000.00 or such multiples of 10,000.00 up to a maximum of 5,000,000.00;
Chairman
means any such person nominated by the Company to take the chair of any such meeting of Holders;
Company
means GIS Forestry Limited (company number 08923733) whose registered office is at Blackwell House, Guildhall Yard,
London EC2V 5AE;
Company Accountants
means Accounting Worx Limited, One Kingdom Street, London W2 (company number 5977454) whose registered office is at
7 Headley Road, Woodley, Reading, RG5 4JB,
Companys Nominated
Bank Account
means Barclays Bank Plc. Account Name: GIS Forestry Limited Bond Account.
Account Number: 73305678. Sort Code: 20-71-06;
Coupon
means ten percent (10%) of the Certificate Premium per annum;
Coupon Calculation Date
means each annum of the Date of Registration;
Date of Registration
means the date of registration of the Holder onto the Register;
Debenture
means the instrument executed by the Company and issued to the Escrow Registrar;
Escrow Registrar
means Accounting Worx Limited (company number 5977454) whose registered office is at 7 Headley Road, Woodley,
Reading, RG5 4JB
FCA
means the Financial Conduct Authority
FSMA
means the Financial Services and Markets Act 2000
Forestry Maintenance
Agreement
means the agreement dated 1 June 2014 made between the Company and Green Forestry Management Limited.
Green IS Holding Company PLC

means Green IS Holding Company PLC, company number 09090717, (GIS) whose registered office is at Blackwell
House, Guildhall Yard, London EC2V 5AE.
GIS Forestry Limited
means the company incorporated and registered in England and Wales on 5th March 2014, company number 08923733,
whose registered office is at Blackwell House, Guildhall Yard, London EC2V 5AE.
Green Forestry Bond
means the corporate debt bond certificate issued to the Holder by the Company;
Green Forestry Management

Limited
means the company incorporated and registered in England and Wales on 14th January 2010, company
number 07125464, whose registered office is at Blackwell House, Guildhall Yard, London EC2V 5AE.
Holder
means each person recorded as the Holder of a Bond in the Register;
Investors
means an applicant to subscribe for Green Forestry Bonds.
Invitation
means the invitation to subscribe for secured bonds contained within this document;
Invitation Document
means this document containing the invitation to subscribe for secured bonds;
Lease
means the lease dated 1 July 2014 over part of Lote 26, Gleba 52/A do Projeto Fundiario Jaru Ouro Preto, Gleba Vale do
Rio Anary, Setor Anary, Municipality of Theobroma, State of Rondnia; and made between MVM Comercio de Combustiveis
LTDA of Rua Marechal Rondon, 3078, Setor 02, Municipality of Jaru State of Rondnia and the Company;
Register
means the register of Holder information kept by the Company;
Repayment Date
means the expiry of the Term;
Security
means the numbered and allocated plantation of Lote 26, Gleba 52/A do Projeto Fundiario Jaru Ouro Preto, Setor Anary,
Municipality of Theobroma, State of Rondnia
Special Resolution
Section 2
Definitions
DEFINITIONS used through this Invitation Document
means a resolution passed at a meeting of the Holders duly convened and held in accordance with the provisions of this
instrument and carried by a majority consisting of not less than 75% of the persons voting at such meeting upon a show of
hands or, if a poll is demanded, by a majority consisting of not less than 75% of the votes given on such poll;
Standing Timber
Agreement
means the standing timber agreement dated 1 June 2014 over 35,000 tectona grandis teak trees
standing on part of Lote 26, Gleba 52/A do Projeto Fundiario Jaru Ouro Preto, Gleba Vale do Rio Anary, Setor Anary,
Municipality of Theobroma, State of Rondnia made between MVM Comercio de Combustiveis LTDA of Rua Marechal
Rondon, 3078, Setor 02, Municipality of Jaru State of Rondnia and the Company.
Term
means 36 calendar months from the Date of Registration.
Section 3
GIS Forestry Limited
GIS Forestry Limited is a company registered in England and Wales, company number 08923733, whose
registered office is at Blackwell House, Guildhall Yard, London EC2V 5AE United Kingdom (the Company).
The Company was incorporated on 5th March 2014 as a special

purpose vehicle to issue the certificates and hold the asset that
provides the underpinning security of the Green Forestry Bond.
The rationale behind incorporating this special purpose vehicle is
to protect the interests of clients of Green IS Holding Company
PLC who have been granted interests over other leasehold
plantations that Green IS Holding Company PLC owns.
The Company is a wholly owned subsidiary of Green IS Holding

Company PLC, who is the registered holder of the entire issued
share capital of the Company.
The Company shares its officers, support staff and financial
auditors with Green IS Holding Company PLC to conduct the
administration of the Companys day to day affairs. Green IS
Holding Company PLC make no charge to the Company for
these services.
On the 1 July 2014, the Company acquired a 3 year lease over a

plantation and title to 35,000 tectona grandis species of teak tree
standing upon the plantation, by virtue of a lease and standing
timber agreement granted over an area of land known as Lote
26, Gleba 52/A do Projeto Fundiario Jaru Ouro Preto, Gleba
Vale do Rio Anary, Setor Anary, Municipality of Theobroma,
State of Rondnia. These assets will be used as security for the
Green Investment Bond.
The lease agreement grants rights over the plantation land to
the standing trees (35,000 tectona grandis species of teak tree)
from 1 July 2014 until 30 June 2017 and may be automatically
renewed by the Company for an additional year should the
Company wish (the Term). The ground rent during the Term
is a peppercorn. During this Term the Company has the rights
to quiet enjoyment and unrestricted access in order to carry
out maintaining, cultivating and harvesting the trees as and when
it sees fit. There are also rights of pre-emption in favour of the
Company set out within the lease. The land reverts back to the
landlord upon felling the entire 35,000 trees or at the end of the
Term, whichever is the earlier.
The Company has been funded, on an interest free basis, by

Green IS Holding Company PLC to meet all its financial
obligations under the lease deed, standing timber agreement,
maintenance agreement, insurance policy and fees due to the
Escrow Registrar. The Company will make repayment of such
loans following completion of all its financial obligations to the
Holders at the expiry of the term of the Green Forestry Bond.
The Company has agreed with the landlord to pay for the
35,000 trees by way of twelve monthly instalments. The final
instalment will be on 1st June 2015. Should the Company delay
a payment, an 8% per month penalty will become applicable on
the amount owing.
The purpose of the Company raising funds by the issuance of its

Green Forestry Bonds is two fold:
To manage its asset during the term of the lease and standing
timber agreement, the Company has entered into a plantation
maintenance agreement with Green Forestry Management
Limited. Green Forestry Management Limited is a Company
registered in England and Wales. Its Director and shareholder
is also a consultant to Green IS Holding Company PLC. Green
Forestry Management Limited engage a number of local workers
to conduct their services in Brazil. Green Forestry Management
Limited have subcontracted their obligations to MVM Comercio
de Combustiveis LTDA, one of its local contractors in Brazil.
MVM Comercio de Combustiveis LTDA is also the landlord of
the plantation.
The Company has agreed to pay Green Forestry Management
Limited the sum of 35,000 per annum to maintain the 35,000
standing tectona grandis trees. During the term of the lease and
standing timber agreement, to protect the assets, the Company
has the benefit of a forestry insurance policy. It is the intention
of the Director to maintain the insurance policy for the duration
of the lease and standing timber agreement.
As there will be up to 200 Green Forestry Bond certificates
issued to Holders, the Company will appoint the Escrow
Registrar to manage the Holders interest in the Security should
an Event of Default occur. This will be achieved by granting a
Debenture in favour of the Escrow Registrar over the assets of
the Company, namely the lease and the 35,000 tectona grandis
species of teak trees.
1. To support Green IS Holding Company PLCs growing cut

timber export business. Green IS Holding Company PLC
is negotiating several long term supply contracts with a
number of its current international clients. Accordingly, the
monies will be required to assist this expansion by financing
the acquisition, felling, processing, logistics and exportation
of sufficient quantities of timber to satisfy the initial phases
of these supply contracts, and;
Section 3
GIS Forestry
The standing timber agreement, vests title of the standing trees

(35,000 tectona grandis species of teak tree) from 1 July 2014
to the Company. This ownership is granted until the longstop
date of 30 June 2018, with rights of termination also set out in
the agreement. Should the trees not be felled and removed from
the plantation prior to 30 June 2017 then the title to the trees
reverts back to the landlord.
2. The monies will also be used to fund Green Investment

Solutions Holding PLCs own acquisition of a freehold
plantation and the existing standing trees thereon that
Green IS Holding Company PLC are negotiating to expand
their own retail investment offerings to their clients.
To enable this allocation of monies as described above, the
Company intends to enter and grant a facility agreement to
Green IS Holding Company PLC in the sum equivalent to the
total amount of monies actually received by it through the
issuance of Green Forestry Bonds.
The Director advises that the facility agreement will be
unsecured, its term will be three years and that it will procure
the interest sum of 10% per annum to be paid upon the principal
sum to the Company under this agreement so that the Company
can meet its own obligations to the Holders under the terms of
the Green Forestry Bond. There will be no right of set off in the
agreement.
It is not intended for the Company to acquire any other assets
nor liabilities save for those as set out in this Invitation Document
and such other supporting documents mentioned herein.
The Company will also enter into an agreement with the Escrow
Registrar to pay to them an administration fee for their assistance
in safeguarding the interest of the Holders during the term. A
fee of 0.25% of the face value of the investment plus a service
charge of 8.50 is payable by the Company upon the issue of
each Green Forestry Bond. These fees will be deducted from
the subscription monies held by the Escrow Registrar before
forwarding the balance of monies to the Company following the
issuance of the certificate.
Section 4
Green IS Holding Company PLC
At GIS we are dedicated to our green and ethical ethos; we care about the environment and the local
communities that we operate in.
Forestry investment for all
A sustainable approach
GIS was created to bring sustainable plantation teak investment

to the retail market and to be able to show returns in the
shorter term by offering trees at varying stages of maturity. We
currently own plantations in the North West of Brazil and will
soon be moving into Ghana as we prefer to concentrate our
operations in stable environments.
We are actively replanting previously deforested land with

plantation timber. For every unit of trees planted for investors
we plant a further 50% of buffer stock to help the regeneration of
the rainforests and create stability for the previously decimated
surrounding communities.
Our Technical Forestry Director and Co Founder, Guy

Conroy, has spent over 10 years in the Teak market building
bespoke portfolios for HNW and corporate investors. He is
supported by an operations team that brings together a wealth
of knowledge and experience both in forestry and financial
investments, including an in-house compliance officer, to ensure
that all investments are ethical and compliant.
Technical innovation
We have utilised technical advisers from UK universities to
harness the ever improving knowledge and advances that are
being made in the area of ethical and sustainable forestry. We
use management companies that have the best knowledge of the
products that are offered to clients and we are working closely
with governments in the countries where we operate to create
new plantations.
A compelling investment product

With extensive experience, insight and knowledge of this
marketplace as well as the partnerships forged and cemented
over the last 10 years we (GIS) have been able to bring to
market the most unique and compelling investment product the
asset class has ever seen.
Guy Conroy, Forestry Director
Roland Jansen, Non Executive Director
Guy is a technical forestry expert, CEO and

Founder of Green Investment Solutions
Limited (GIS). Guy is responsible for
developing, and managing, relationships
with APEX fund services and Norton Rose
Fulbright; addressing and planning a Green
Fund; a Green mini bond; and a Green
transferable regulated Bond. Working actively with his partners,
he assembles and leads the team of experts needed to advise
GIS on the full spectrum of their forestry management and
forestry investment needs, drawing from GISs global resources.
The teams overall mission is to provide clients with the peace
of mind that comes from having a coordinated approach for
meeting complex financial goals and objectives.
Roland A Jansen is CEO of Mother Earth

Investments AG. He holds a degree in
Business Administration (lic.oec.HSG) from
the University of St. Gallen, Switzerland. He
has worked in New York, London and Zurich
as a financial consultant for Merrill Lynch and
Cargill Investor Services. He was a Senior Vice President of
Coutts & Co. in the British banks Zurich office from 1995 2000,
and Director of Fund Management at the Liechtensteinische
Landesbank AG. in Vaduz, Principality of Liechtenstein, where
he was instrumental in developing the banks fund business from
scratch to CHF 2.5 billion.
Guy is one of the Top Innovators in the forestry investment

world.
Prior to starting GIS, he worked at ITAS Ltd, a start up company
in the forestry investment business. Guy was responsible for
business operations, sales and business development. He
developed the business from its launch in the forestry industry
to a multi million pound forestry investment business. Guy
resides in the UK with his partner and travels extensively with
business throughout the UK and internationally.
Cheryl Williams, Managing Director
Cheryls belief in the product is total; it was
this belief that led her to support Guy in
developing this investment option for the
wider market. Cheryl provides the practical
knowledge and skills to ensure that everyday
business tasks are managed and that the
technical team source, grow and maintain the best trees to
maximise the return on investment for GISs bond holders.
Roland is the author of Profits from Natural Resources, John

Wiley & Sons, New York (1998) where he correctly forecast the
end of the bear market and the new supercycle in commodities.
He appears regularly on Bloomberg Televisions American,
Asian Pacific, British, French and German channels to give his
views on commodity trends. He is the CEO of Mother Earth
Investments AG in Pfaeffikon, Switzerland and Juno Mother
Earth Asset Management LLC. in New York. The company issues
the Mother Earth Index, a second generation global index of
natural resources, and manages assets in natural resources for
banks, private clients, pension funds and family offices in several
funds and certificates.
Section 4
Green Investment Solutions
Green Investment Solutions Team
In addition, Roland also serves as the Honorary Consul for The

Netherlands in Liechtenstein and is fluent in Dutch, German,
French, English and Swiss German and has a good working
knowledge of Spanish, Italian and Portuguese.
She has extensive operational experience, most recently

with Inigo Business Centres, and brings her administrative
expertise and co ordination skills to the team. Cheryls team
leadership ensures that GIS maintains a high degree of integrity,
professionalism and client services.
James Williams-Ward, Director
Gary is a co-founder of GIS alongside Guy

Conroy. He is a self-made business man
who worked his way up from car mechanic
to joint ownership of a car dealership with
a multi-million pound annual turnover. He
sold his share of this business to pursue his
property investment and development interests. It was at this
point in his career that he developed a sound understanding of
alternative investment products, initially as an investor and later
drawing on his knowledge and experience to act as an advisor
to others.
James has been involved in marketing, graphic

design and business support for over 28
years. He started as a marketing trainee
where he received a grounding in marketing
and business encompassing: PR, Marketing
Strategy, Technical Marketing, Market Research and Business Development.
Gary is responsible for growth, management of the global

business, monetisation and day-to-day sales operations. He is
also working with the management team to develop GIS into a
renowned Green Investment Company and to lead it into the
growing renewable energy sector.
James is a Chartered Marketer and holds an MBA from Henley

Management College.
Gary Williamson, New Business Manager
10
He then worked for regional and national contractors covering

all aspects of marketing, business development and corporate
communication.
Section 5
Cut Wood Market
Green IS Holding Company PLC (GIS) has an opportunity for investors to become involved with a very
exciting project, producing a finished product from the harvested Teak trees on our plantations.
GIS will take the capital amount invested and secure part of this in standing teak, these trees are tagged and marked and then
harvested. They are then transported to a local mill and processed into finished product (in the first case this will be teak decking).
We then transport the finished product to the port of Porta Velho in the state of Rondnia, Brazil.
Containers are packed with the decking and it is shipped to Manaus, this is where our customer will take possession and pay for the
product in full with all the documents required to ship Freight on Board (FOB).
Section 5
Cut Wood Market
How it works
GIS requires an investment of 100,000 to begin the project from the investor in return we offer returns as follows:
How the 100,000 is invested
Cost of forestry
28,000
Cost of harvest and mill
52,000
Costs at Port
20,000
Total Costs
100,000
It is expected that this will produce 300 m3 of timber which will be shipped to return:
Project Return
Gross Project Return over 90 days
225,000
Taxes to export goods (8%)
(18,000)
Profit after deducting original investment sum
125,000
Net Profit
107,000
These costs are worked out for todays prices - some of these items may go up, or down, however as the project expands we will
have more control over these costs and will be able to maximise the profits.
11
Section 6
The Green Forestry Bond

World demand for hardwoods
Teak is a durable hardwood produced by the species tectona
grandis. It is rich in oil, giving it a superior ability to withstand the
elements and making it ideal for constructing buildings, outdoor
furniture, flooring and decking.
The steadily increasing demand for tropical hardwoods for
beautiful furniture, cabinetry, expensive boats, and other fine
woodworking items, assures a ready market for the tropical
hardwoods produced from the plantations.
The price trend of speciality tropical hardwoods is strongly
upward. According to data published by the United Nations, the
export/import price of teak, for example, is today nearly 7 times
what it was in 1970.
The worlds rainforests will be either protected, or destroyed.
Either way, tropical hardwoods will continue to become
increasingly scarce. It is reasonable to conclude that tropical
hardwood prices, and the profitability of tropical hardwood
plantations, will continue to accelerate.
Awareness of the importance of preserving the remaining
rainforests is increasing. Environmentalists are urging that we buy
only products made from sustainably grown tropical hardwoods.
Growing environmental and political pressures are likely to
increase the demand for, and the price of, plantation-grown
tropical hardwoods even more.
The supply is known. Modern high-resolution satellite

photography permits scientists to inventory the worlds
rainforest resource, and to catalogue its destruction. There
can be no sudden discovery of a new supply of rainforest to
negatively impact tropical hardwood prices, such as can happen
with natural resources hidden beneath the earths surface.
12
Trees in the tropics grow much faster than in the temperate

parts of the world. A plantation in Canada generates only
between 3 and 5 cubic meters of wood per hectare per year,
and in north-western United States the average is between 5
and 8 cubic meters. In the humid tropics, several fast-growing
tree species produce wood at a rate of at least 20 cubic meters
per year, a volume that can be obtained only from ten times as
large an area of natural forest.
The tropical hardwood trees growing naturally in the rainforests
may take decades to reach harvest size, and even then, because
of adverse growing conditions, they may be of poor form and
not produce a quality log. In tropical plantations, the experience
is very different. Depending upon the species, the first harvests
can begin in 6 to 8 years, and quality care results in superior
trees with better form and growth rates as much as several
times faster than trees growing at random in the rainforest.
These well-cared-for trees with better form are also much more
likely to produce premium-priced veneer quality logs.
The cost/reward ratio of growing tropical hardwood trees
can be very attractive. Relatively low labour and land costs for
growing tropical hardwood trees, coupled with the increasing
prices for tropical hardwoods, make planting and growing
tropical hardwoods a uniquely profitable opportunity.
Planting and growing tropical hardwood trees in plantations also
offers the unique satisfaction of knowing that the trees being
planted benefit all of us while they are growing, by reducing
erosion, producing oxygen and cleansing the air by consuming
greenhouse gases. Finally, harvesting these plantation-grown
trees will also benefit the earth by producing tropical hardwoods
that dont have to be taken from the worlds natural rainforests.
The Green Forestry Bond - invest in a growing market

Green IS Holding Company PLC invites applications for Forestry Bonds on the terms and conditions set out within this Invitation Document.
Summary
Structure
The Green Forestry Bond is an asset backed corporate bond

issued by GIS Forestry Limited, a wholly owned UK subsidiary
of Green IS Holding Company PLC.
The investor subscribes for a Green Forestry Bond by

entering into the Instrument with the Company.
Its term is three (3) years. Subscribers will receive ten percent
(10%) interest per annum, paid annually in arrears. Upon maturity
of each Green Forestry Bond, its holder will have received a
gross yield of three thousand pounds sterling (3,000.00),
assuming minimum subscription amount is invested.
The Green Forestry Bonds underlying asset is the Brazilian
tectona grandis plantation owned by the issuing company, GIS
Forestry Limited. Each issued Green Forestry Bond is secured
against sixty (60), fifteen (15) year old teak trees (Security). The
Escrow Registrar will hold on trust for all the Green Forestry
Bondholders an all assets debenture over the Company enabling
it to enforce the sale of the Security should it be necessary.
The Green Forestry Bonds can be held within a SIPP or a SSAS.
The Green Forestry Bonds are non-transferrable.
The investor engages the Escrow Registrar by way of a

Deed of Surety to hold the Security Asset on its behalf
during the term of the Green Forestry Bond.
The investor shall lodge its investment capital with the Escrow
Registrar who shall in turn deposit the requisite investment
sum into the Companys bank account to purchase a bond.
Upon receipt of the investment, the Company shall process
the Application Form and issue the relevant Green Forestry
Bond(s) to the Escrow Registrar who will manage the bond(s).
The Company acquires phases of the plantation asset in
direct correlation with the required security stock to
underpin each Bond issued.
The Company shall maintain and insure its assets for the
entirety of the term.
During the term upon the anniversary dates, the Company
shall pay to the investor the applicable interest payment.
Upon expiry of the term, the Company shall repay to the
Escrow Registrar the certificate fee in order to redeem the
Green Forestry Bond.
Section 6
Green Forestry Bond
The minimum subscription premium for a Green Forestry Bond

is ten thousand pounds sterling (10,000.00) and is available
with additional multiples of ten thousand pounds sterling
(10,000.00) increments with a maximum of five million pounds
sterling (5,000,000.00).
The Escrow Registrar shall then pass the investment capital

back to the Investor.
Forestry Bond Structure

Ultimate
Note Holder
Trust
deed
Green Investment
Solutions Holdings PLC
Yield
100% share holding
&
Yield
All asset debenture
Loan agreement
GIS
Forestry Limited
Title deeds
to plot
Plots of trees
(Cumulatively 35,000)
Escrow Registrar
Yield
Loan note
Key
Capital Flows
Contractual Arrangements
Share Holdings
13
Security and Security Value

The Companys main asset will be the acquisition of a plantation of Tectona Grandis species of teak tree. The plantation is located
in the municipality of Theobroma, state of Rondnia, Brazil. The Company holds an option over a plantation consisting of 35,000
trees. As the Escrow Registrar approves Applications for Green Forestry Bonds the Company will acquire a plot for the amount
subscribed. These trees will be utilised as security for the Bond holders. Each tree, upon each plot, upon the plantation is individually
bar coded with its own unique identification number and GPS co-ordinates which are recorded in the Asset Register of the Company.
The Company plantations are expertly managed and maintained to ensure all the trees remain healthy and achieve their predicated
growth. The Company also insures its entire plantation asset against fire, lightening, explosion and airlines therefore, should the
unthinkable happen and catastrophic loss is suffered at the plantation then the Security can be replaced in full.
Mark
Co-ordinate E
Co-ordinate N
Length
Azimuth
M.226/M.331
572970.80
8876100.00
2,142.70m
88 53 43.0
M.331/M.330
575113.10
8876141.30
236.70m
179 54 11.5
M.330/M.225
575113.50
8875904.60
2,136.38m
268 15 42.6
M.225/M.226
572970.80
8876100.00
260.26m
358 23 34.7
The holder of the Green Forestry Bond has its interest secured by way of lien against sixty (60) individually allocated teak trees upon
the plantation. This security is formalised in the Debenture arrangements between the Escrow Registrar and the Company and in turn
the trust deed between the Escrow Registrar and the Investor.
14
In the unlikely scenario that the Company becomes unable to fulfil its contractual obligation to the holder, (be that the interest
payment and/or subscription premium repayments during or at expiry of the term respectively) then the terms of the Instrument and
Debenture dictates that the lien in favour of the holder shall crystallise over the Security Asset and the Escrow Registrar shall take
title and dispose of on behalf of the holder.
Each tree has a raw material value that can be realised by

harvesting and processing for sale into the local and international
timber markets. There are three main sections of a teak tree
that must be considered when determining its value, these can
be summarised in the following diagram.
Canopy - this section is sold to the local markets for processing
into biofuel and other by-products. A typical fifteen (15) year
old teak tree upon plantations in Brazil or Ghana would exhibit
around 0.6m3 and achieve a market price of 61 per m3.
Upper Trunk and main branches - this section is sold to
the local markets for processing into fence posts. Typical fifteen
(15) year old teak tree upon plantations in Brazil or Ghana would
exhibit around 0.3m3 and achieve a market price of 183 per m3.
Main Trunk - this section is sold into the international
markets for use as either round logs or milled at site into
boards. Typical fifteen (15) year old teak tree upon plantations
in Brazil or Ghana would exhibit circa 18 in diameter producing
approximately 0.64m3 and achieve a market price of 259 per m3
of round logs or 732 per m3 of finished boards.
Therefore the total market value of the Security

Asset is 60 x 257.26 = 15,435.60.
Obviously, should the trees need to be prepared for sale, there are a number of associated costs involved in the process
that include, but are not limited to lumbering, labour, transportation, taxes and administration. These costs need to be
consider when assessing the true value of the raw material. Therefore, to ensure the Subscribers are adequately protected
only the Main Trunk value is considered to be net profit of the available to the seller upon sale. As trees are a growing
asset, during the bond term the diameter of the trees will continue to expand. Upon maturity it would be expected that
an eighteen (18) year old teak tree on a plantation in Brazil would reach a diameter of circa 22 producing 1.25 m3.
Section 6
Green Forestry Bond
Therefore to estimate the total value of a teak tree once felled,

we take the minimum figures:
(0.6 x 61) + (0.3 x 183) + (0.64 x 259) = 257.26.
Accordingly the projected value of the Security Asset can be summarised as:
Teak Projections - 60 Trees

Age Tree (years)
15
18
Diameter - inches
18
22
166
325
Gross retail asset value 11,288
22,100
Approx. value per tree
15
Section 7
Risk Factors
There are significant risks associated with investing in Green Forestry Bonds. Prior to making an investment decision in respect of the
Green Forestry Bond, prospective investors should consider carefully all of the information within this document, including the risk
factors described. Before making a final investment decision, prospective investors should consider carefully whether an investment
in the Company is suitable in the light of their own personal circumstances and the financial resources available to them. If you are in
any doubt, you should consult an appropriate independent financial adviser.
This document contains forward looking statements which have been made after due, and careful, enquiry and are based on the
Directors current expectations and assumptions which they believe to be fair and reasonable. These forward looking statements
involve known, and unknown, risks and uncertainties that could cause actual results, performance or events to differ materially from
those expressed, or implied, in such statements. These statements are subject to, inter alia, the risk factors set out overleaf. The
Directors make no guarantee of performance of GIS Forestry Limited or Green IS Holding Company PLC.
16
Given these uncertainties, prospective investors are cautioned not to place any undue reliance on any forward-looking statements.
Each forward-looking statement speaks only as of the date of issue of this document. The Company and the Directors disclaim any
obligation to update any forward looking statements in this document to reflect future events, or developments, but reserve the right
to remedy any errors that may be present in this document until applications for subscriptions relating to the Green Forestry Bonds
are no longer accepted by the Company.
The Directors believe the following risks to be the most significant for potential investors. However, the risks listed do not necessarily
comprise all those associated with an investment in Green Forestry Bonds. To the knowledge and belief of the Directors (who have
taken all reasonable care to ensure that such is the case) the information contained in this document, for which they are responsible,
is in accordance with the facts and does not contain anything likely to affect the import of such information.
Additional risks and uncertainties not presently known to the Directors, or which the Directors currently deem immaterial, may also
have an adverse effect upon Green IS Holding Company PLC and the Company. The information set out below does not purport to
be an exhaustive summary of the risks nor are they set out in any particular order of priority.
If any of the following risks were to materialise, Green IS Holding Company PLC or the Companys business, financial condition,
results or future operations could be materially and adversely affected with consequent impact on the financial position of the
Company. In such cases an investor may lose part, or all, of their investment.
Exposure to external events

Green IS Holding Company PLC could be affected by unforeseen
events outside its control, including economic, social and political
events and trends both in the UK and abroad. These include
changes in economic, political, administrative, taxation or other
legal or regulatory regimes, terrorist or other attacks, inflation,
deflation or other currency exchange fluctuation.
Projections
The Companys business plan is based on assumptions about
market penetration and predicted future trade of its current
and proposed business activities, which are supported by
research undertaken and the Directors experience to date.
The Directors consider these assumptions to be reasonable but
are inherently subject to variation and uncertainty. There is no
certainty that all, or any, of the elements of its business plan will
be fulfilled, that the outcome of the Companys strategy will be
as anticipated to achieve its stated objectives.
Past performance
Past performance is not necessarily a guide to future
performance. Past events, experience derived from these, or
assumptions derived from any of these, do not predetermine
the future.
Reliance on the GIS Team
Success depends on the activities of its Directors, Managers and
Partners and if one or more of these were unable, or unwilling,
to continue in their position, GISs business may be disrupted
and it might not be able to find replacements on a timely basis
or with the same level of skill and experience. Finding such
replacements could be costly which could adversely impact
GISs financial results.
Risks related to the Company

Incorporation
The Company is a recently formed company.
Risks relating to an investment in the

Green Forestry Bond
Exposure to performance of Green IS Projects
If Green IS Holding Company PLC does not perform as
expected then it may default on the payment of interest, or
capital repayment, pursuant to the Facility Agreement. This in
turn may result in the Company defaulting on the payment of
interest, or principal, of the Green Forestry Bonds on the due
dates. Although the Green Forestry Bondholders may be able
to recover monies by enforcing their security via the Debenture
and Escrow Registrar, they may not recover all, or any, of the
amounts due.
No external guarantee
The Green Forestry Bonds are secured by way of Debenture
against the assets of the Company. However, this security is
not a guarantee from a third-party or financial institution. If the
Company was wound-up, or liquidated, and the assets of the
Company were worth less than the value of the outstanding
Green Forestry Bonds (including all accrued but unpaid
interest), then the Green Forestry Bond Holders will not get
back all, or possibly any, of the capital they had invested, or
accrued, but unpaid interest.
Risk related to market conditions

Fluctuation in timber values security
The valuation of the Security Asset upon which the Directors
of the Company will rely for determining covenanted Security
will be made at a fixed date and in a currency used locally for
the purpose of timber transactions. While the Directors will
regularly review the portfolio of properties relied upon for
security, it is possible through variations in currencies, timber
market conditions, and the condition of specific trees (or a
combination of all of these) that the value of the trees if required
to be sold may be less than the value of the outstanding Green
Forestry Bonds, and in such circumstances Green Forestry
Bondholders may not get back all of the capital they had invested,
or accrued, but unpaid interest.
Section 7
Risk Factors
Risks relating to GIS
Risks relating to conflict of interest

Directors
Guy Conroy and James Williams-Ward are Directors of Green
IS Holding Company plc. They will be the key decision makers in
the corporate governance of both companies.
The Directors have a fiduciary duty to the Company and
consequently have exercised and will continue to exercise good
faith and integrity in handling all the Companys affairs. Should
a conflict of interest arise, the Directors of the Company will
endeavour to ensure that it is resolved fairly.
17
Risks related to Contracts
Risks Related to Local Law
Land Lease Agreement
Preference ranking of securities
The provisions of the plantation lease provide the Company first

refusal to purchase the freehold of the plantation should the
landlord wish to sell the property during the term of the lease.
The Debenture will constitute a first ranking security interest

over the Companys plantation lease and the Security, and as
such will entitle the beneficiary of the Debenture to recover
monies due to it and secured by the Debenture in preference
to any other creditor of the Issuer other than those creditors
preferred by Brazilian law. The only creditors preferred by
Brazilian law entitled to rank ahead of the security created by
the Debenture will be local employees of the Company. It is
understood that the Issuer does not intend to have any local
employees.
The lease is subject to Brazilian Law, any dispute arising

from the lease will have to be dealt with under the rules of
Chamber of Business Arbitration Brazil (CAMARB) and heard
in the Brazilian city of Cotriguacu. Any such hearing would be
conducted in English.
There is a right to renew the lease for an additional period of
one year at the expiry of the term. To exercise that right the
Company will have to provide written notice to the landlord
during the term of the lease.
MVM Comercio de Combustiveis LTDA is the landlord of
the plantation and party to the lease and the standing timber
agreement. It is also the chosen maintenance contractor of
Green Forestry Management Limited to conduct the required
maintenance during the term.
Standing Timber Agreement
The standing timber agreement contains rights of termination
upon giving notice of a breach of either party, if said breach is not
rectified within 21 days. The standing timber agreement is subject
to Brazilian Law, any dispute arising from the document would
have to be dealt with under the rules of Chamber of Business
Arbitration Brazil (CAMARB) and heard in the Brazilian city
of Cotriguacu. Any such hearing would be conducted in English.
MVM Comercio de Combustiveis LTDA is the landlord of
the plantation and party to the lease and the standing timber
agreement. It is also the chosen maintenance contractor of
Green Forestry Management Limited to conduct the required
maintenance during the term.
Maintenance Agreement
18
Green Forestry Management Limited is a Company registered

in England and Wales. Its Director and shareholder is also a
consultant to Green IS Holding Company PLC.
Green Forestry Management Limited have sub contracted their
obligations to MVM Comercio de Combustiveis LTDA, one of
its local contractors in Brazil. MVM Comercio de Combustiveis
LTDA is also the landlord of the plantation. Successful
maintenance depends on the activities of MVM Comercio de
Combustiveis LTDA and its team and if it was unable or unwilling
to continue in the position, Green Forestry Managements duties
under the maintenance agreement may be disrupted and it might
not be able to find replacements on a timely basis or with the
same level of skill and experience.
Disposal rights
A disposal of the land that is the subject of the Companys
plantation lease by the freeholder during the term of the lease
would be illegal under the laws of Brazil and the sale would be
set aside and the rights of the Company under the plantation
lease would be upheld against any third party, including any third
party without actual notice of the existence of the plantation
lease, regardless of any fraud, or misrepresentation, perpetrated
on such a person. The provisions of the plantation lease provide
a pre-emption right on disposal to the Company that negates
any apparent agreement permitting the freeholder to dispose of
the land the subject of that plantation lease.
Risks Related to Escrow Registrar

Expertise
Whilst the Escrow Registrars are professional Registrars
regulated by their professional Institute, they are not experts
in forestry nor have the same links, contacts or know-how as
Green IS Holding Company PLC and so should they exercise
their rights under the debenture they may not realise the same
value as stated in Section 6.
Register of Holders
The Escrow Registrar is reliant upon the Company for providing
it with information in respect of the Holders and the Register of
Holders as per the terms of the Escrow Registrar Agreement.
Should the Company fail to correctly advise the Escrow
Registrar of the Holders details, including updated details, then
the Escrow Registrar will not have accurate details and may not
be aware of the Holders interest.
Section 8
Green Forestry Bond: Information & FAQs

Five million pounds sterling (5,000,000.00)
Can I get my money out before the end of the

Term?
Minimum amount to be raised:
No. Save for in exceptional circumstances this would be at the

absolute discretion of the Companys Director.
One hundred thousand pounds sterling (100,000.00)

Issue price of an Green Forestry Bond:
Ten thousand pounds sterling (10,000.00)
Timetable:
The closing date for applications will be the date of full
subscription.
Minimum investment:
You must invest a minimum amount of ten thousand pounds
sterling (10,000.00) with additional multiples of ten thousand
pounds sterling (10,000.00), the maximum amount being five
million pounds sterling (5,000,000.00).
When will I be informed how much has been raised?
What happens if I die during the Term?

The Green Forestry Bonds held by you will form part of your
estate, and may be redeemed at the absolute discretion of the
Companys Director. If death of a SIPP beneficiary is the sole
reason for the Green Forestry Bond Holder serving on the
Company a request for early redemption then the Director
of the Company will not unreasonably withhold or delay the
redemption pursuant to such request and in any event shall use
their reasonable endeavours to procure that such redemption
occurs within six (6) months immediately following the date of
such request for early redemption.
Taxation
The Company will inform the subscribers of the amount

raised via an announcement upon the website www.greenis.
co.uk within 21 days of the Closing Date or the date of full
subscription, whichever is the earlier.
The Escrow Registrars will receive interest payments annually

from the Company to hold on behalf of the Holder. These
interest payments will be paid gross. The further distribution
from the Escrow Registrar maybe paid net of UK basic rate
income tax unless you are not subject to UK Income Tax (such
as SIPP funds). You should take advice from your tax adviser.
What security is there?
Do I need to discuss this with a financial adviser?
GIS Forestry Limited will grant the Escrow Registrar a

Debenture over its assets. The Companys key assets are a
four year lease to a plantation in Brazil and title to thirty-five
thousand (35,000) Tectona Grandis species of teak tree standing
upon the plantation.
Yes. We recommend that you seek independent advice from an

appropriately qualified adviser who specialises in advising on the
acquisition of unlisted securities to establish whether this is an
appropriate investment for you or not.
What happens if the Company fails to pay the

coupon?
If the Company fails to do what it has promised, such as pay you
on time, then the Holders, subject to providing the necessary
cost indemnities, will be able to authorise the Escrow Registrar
to enforce rights of the Debenture and take control and title to
the assets of the Company. The Escrow Registrar will have the
power to make a disposal of 35,000 teak trees.
How does each bond holder rank?
Term:
Thirty six (36) months from the date of issue.
Interest:
Ten percent (10%) gross per annum.
When will interest be paid?
Your interest will be paid annually, in arrears.
Section 8
Information & FAQs
Target to be raised:
The Bond Holders rank pari passu with each other.
19
When does the Bond mature?

The Bond carries a thirty six (36) month fixed term. On maturity,
you are entitled to the return of the original sum invested in full.
Can I utilise my Pension?
You can hold Green Forestry Bonds within a SIPP or a SSAS.
The liability of a SIPP Bondholder, or the trustee of that SIPP,
shall not be personal and shall be limited to the assets of the SIPP
under its control for the time being.
Who is the issuer?
GIS Forestry Limited, a wholly owned UK incorporated
subsidiary of Green IS Holding Company PLC.
Can the terms of the bonds be amended?
No.
Are the bonds transferable?
No.
How is the Security managed?
The plantation is expertly managed and maintained to ensure all

the trees remain healthy and achieve their predicated growth.
However, as with any natural asset, the trees are open to the
elements. Accordingly, as a precaution, the Company insures its
plantation assets against fire, lightening, explosion and airlines.
Therefore, should the unthinkable happen and loss is suffered
then the Security can be replaced.
20
Section 9
Terms of Loan Notes

GREEN FORESTRY BOND TERMS AND CONDITIONS
THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD TAKE
INDEPENDENT LEGAL ADVICE BEFORE SIGNING AND SIGN
ONLY IF YOU WANT TO BE LEGALLY BOUND.
(1)
(2)
GIS Forestry Limited whose registered office is at

Blackwell House, Guildhall Yard, London EC2V 5AE (the
Company), and
Accounting Worx Limited (company number 5977454)
whose registered office is at 7 Headley Road, Woodley,
Reading, RG5 4JB (the Escrow Registrar).
By which it is agreed as follows:1.
DEFINITIONS
1.1. In this Agreement unless the context otherwise

requires:Application
means an application for Green Forestry Bonds made
in the form attached as Schedule 1 to this Agreement;
Coupon
means ten percent (10%) of the Certificate Premium per
annum;
Coupon Calculation Date
means each anniversary of the Date of Registration up to
and including the Repayment Date;
Date of Registration
means the date of registration of the Holder onto the
Register;
Debenture
means the instrument executed by the Company and
issued to the Escrow Registrar creating security over its
assets, as more particularly described in clause 9;
Directors
means the board of directors of the Company for the
time being;
Asset Register
means the register of bar codes and GPS coordinates of
the standing timber owned by the Company;
Event of Default
means any of the events described in clause 13.1;
Business Day
means a day (other than a Saturday or Sunday) on which
banks are open for general business in London;
Holder
means each person recorded as the Holder of a Green
Forestry Bond in the Register;
Certificate Premium
means the sum in the order of a minimum of 10,000.00
or such multiples of 10,000.00 up to a maximum of
5,000,000.00;
Green Forestry Bond

means the corporate debt bond certificate issued to the
Holder by the Company;
Chairman
means any such person nominated by the Company to
take the chair of any such meeting of Holders;
Register
means the register of Holders information kept by the
Company in accordance with the provisions of clause 4;
Company
means GIS Forestry Limited whose registered office is
at Blackwell House, Guildhall Yard, London EC2V 5AE;
Repayment Date
means: (i) the expiry date of the Term; or (ii) the date
of acceleration of the Loan Notes in accordance with
clause 13.2;
Companys Nominated Bank Account

means Barclays Bank Plc. Account Name: GIS Forestry
Limited Bond Account.
Security
means the numbered and allocated plantation of 60
Tectona Grandis trees;
Account Number: 73305678

Sort Code: 20-71-06
Section 9
Terms of loan notes
THIS AGREEMENT is made between:-
21
Special Resolution
means a resolution passed at a meeting of the Holders
duly convened and held in accordance with the provisions
of this instrument and carried by a majority consisting of
not less than 75% of the persons voting at such meeting
upon a show of hands or, if a poll is demanded, by a
majority consisting of not less than 75% of the votes
given on such poll;
Term
means 36 calendar months from the Date of Registration.
1.2.
GIS Forestry Bond Invitation Document
1.3.
22
Headings in this Agreement are inserted for convenience

only and shall be ignored in construing this Agreement.
Unless the context otherwise requires, words denoting
the singular number only shall include the plural and vice
versa.
3.
THE PREMIUM AND CERTIFICATE
3.1
Upon execution of an Application the Holder party

to the same agrees to telegraphically transfer to the
Companys Nominated Bank Account the Certificate
Premium, for the Companys use up to the Repayment
Date.
3.2
Upon receipt of the Certificate Premium, the Company

shall:
3.2.1 enter the details of the Holder into the Register;

and
3.2.2. issue to the Holder a certificate in respect of the

relevant Green Forestry Bonds, in each case on
the last Business Day of the calendar month in
which the Certificate Premium is paid (provided
that if such payment is made less then five (5)
Business Days before that date the Company
shall have the discretion to deem that the
Certificate Premium has been paid in the next
following calendar month
3.3
Each certificate for a Green Forestry Bond shall
Save as permitted in this Agreement, a person who is

not a party to this Agreement has no rights under the
Contract (Rights of Third Parties) Act 1999 to enforce
any terms of this Agreement. This clause 1.3 does not
affect any right or remedy of any person which exists or
is available otherwise than pursuant to that Act.
2.
STATUS OF Green Forestry Bond
3.3.1 be issued to the Holder as a Deed.
2.1.
The principal amount of the Green Forestry Bond is

limited to 5,000,000.00
3.3.2. bear a denoting number
2.2.
The Green Forestry Bonds are non-transferable.
3.4
2.3.
The Green Forestry Bonds are not capable of early

redemption.
Each Holder shall be entitled to receive one certificate

for the Green Forestry Bonds registered in their name
upon each Application.
3.5
2.4.
The Green Forestry Bonds shall not be capable of

being dealt in, or on, any stock exchange in the United
Kingdom, or elsewhere, and no application has, or shall
be, made to any stock exchange for permission to deal
in or for an official or other quotation for the Green
Forestry Bonds.
If one or more of the Green Forestry Bonds are to be

held jointly by more than one person, the Company shall
not be obliged to issue more than one certificate.
3.6
If any certificate for a Green Forestry Bond is lost,

defaced or destroyed it may be renewed on such
terms as to evidence and indemnity as the Company
may require. In the case of defacement, the defaced
certificate must be surrendered to the Company prior
to the issue of a fresh certificate.
2.5.
When issued, the Green Forestry Bond shall rank

pari passu equally and rateably without discrimination,
or preference, among themselves and as a secured
obligation of the Company.
2.6.
All liabilities and obligations of the Company to the

Holders under this instrument are secured on a
continuing basis by the Debenture. The Debenture in
the name of the Escrow Registrar shall be held by it as
Trust Agreement on behalf of the Holders from time
to time pro rata to the number of the Green Forestry
Bonds held by them.
4.1
5.5.
Any such third party charges, such as those levied by

the Companys bankers with respect to each direct
transfer required under clauses 5.3 and 5.4, shall be
deducted from the sum to be paid to the Holder prior
to transmission.
5.6.
All payments of Coupon and Certificate Premium made

by the Company shall be made after the deduction,
or withholdings, for or on account of any present, or
future, taxes required to be deducted, or withheld, from
such payments.
5.7.
All Green Forestry Bonds when repaid shall be cancelled

by the Company and the Company shall not re-issue the
same.
6.
REPRESENTATIONS AND
WARRANTIES
The Company shall, at all times during the Term, keep a

register containing the following details:
4.1.1. the name(s) and address(es) of the Holder for the time
being;
4.1.2. the nominated bank account detail for each Holder;
4.1.3. the service address of each Holder;
4.1.4. the principal amount of the Green Forestry Bond(s) held
by each Holder;
4.1.5. the Date of Registration; and
4.1.6. the date of issue of each Green Forestry Bond.
4.2.
4.3.
It is the responsibility of a Holder to notify the Company,

at its registered office address, of any change in any of
the information relating to that Holder recorded in the
Register.
Should a Holder be described in the Register as being at
an address outside the United Kingdom but such Holder
provides an address in the United Kingdom at which
notice may be served upon him, the Company shall be
entitled to serve notice on that Holder at such address.
5.
COUPON AND REPAYMENT
5.1.
During the Term of this agreement interest on the

Certificate Premium shall accrue from time to time at a
rate of ten percent (10%) per annum (Coupon).
5.2.
The Coupons for each Green Forestry Bond shall be

calculated annually upon the anniversary of the Date
of Registration (such being the Coupon Calculation
Date). Should any such Coupon Calculation Date fall on
a date that is not a Business Day then the next Business
Day shall be used for such calculation.
5.3.
The Coupons shall be paid in arrears in cash by direct

transfer to each Holders nominated bank account noted
in the Register with in five (5) Business Days from each
Coupon Calculation Date.
5.4.
The Company shall repay the Certificate Premium in full

in cash by direct transfer to each Holders nominated
bank account noted in the Register, with in five (5)
Business Days of the Repayment Date.
6.1. The Company represents and warrants (save as

disclosed to and agreed by the Holder) that:6.1.1.
this agreement and any security provided

pursuant to Clause 6 constitute legal, valid
and binding obligations on the Company;
6.1.2.
the Company holds good legal title to the

Security;
6.1.3.
the Company holds and is in compliance

with: (i) all necessary certificates, licences,
permits, consents or other authorisations
required for conducting the Companys
business as currently conducted and (ii) all
applicable laws and regulations or other legal
requirements;
6.1.4.
there has been no (nor with the giving

of notice, lapse of time or satisfaction of
any other condition would there be any)
breach of or default under any agreement
or document to which the Company is
a party, or by which the Company or any
part of the Companys assets may be bound,
which could have a material adverse effect
on the business, assets or financial condition
of the Company or on the Companys ability
to perform fully the Companys obligations
under this agreement or under any security
provided pursuant to clause 6; and
6.1.5.
no Event of Default has occurred.
Section 9
Terms of loan notes
4. REGISTER
23
6.2.
The representations and warranties contained in clause

6.1 shall survive the signing of this agreement and shall
be deemed repeated on each date on which interest is
compounded.
7.
UNDERTAKINGS
7.1.
The undertakings in this Clause 7 shall remain in force

until the Certificate Premium has been repaid in full.
7.2.
The Company shall notify Holder of any Event of Default

or breach by the Company of any term or condition of
this agreement immediately upon becoming aware of its
occurrence.
7.3.
The Company shall not create, nor permit to subsist,

any charge, lien or other encumbrance in the nature of
a security interest (except a lien arising by the operation
of law in the ordinary course of business) on the whole,
or any part, of the Security except with the prior written
consent of Holder.
7.4.
7.4.2.

24
to arrange for a note of the interests of Escrow Registrar

in the policy, or policies, of such insurance to be
endorsed therein and on demand to deliver, or produce,
for inspection (as Holder may direct) all relevant policies
and contracts of insurance;
8.4.
duly and punctually pay all premiums and other monies

due and payable under all insurance policies affecting the
Security;
8.5.
not to sell, transfer, assign, lease, share or part

possession with, declare a trust of, grant any right or
rights over or otherwise dispose of the Security without
the prior consent of the Holder;
8.6.
not to vary, alter, amend the terms of any lease, licence

or any other deed or document or whatever sort which
affects the Security without the prior consent of Holder;
and
8.7.
not to grant, or give, any licence, or consent, to assign

transfer, sublet or otherwise dispose of any lease of
the Security, or any part thereof, without the written
consent of the Holder.
9.
DEBENTURE AND SECURITY
9.1.
The parties acknowledge that the Escrow Registrar has

entered into the Trust Deed to hold and manage the
Security on behalf of the Holders.
The Company shall:7.4.1.
8.
8.3.
comply with all licences, permits, consents

or other authorisations held and with any
applicable laws, regulations or other legal
requirements;
as soon the same comes to its actual
knowledge, promptly notify Holder of any
breach of (i) any law, regulation or other
legal requirement and/or (ii) any licence,
permit, consent or other authorisation held,
and immediately remedy such breach;
FURTHER COMPANY
COVENANTS
The Company further hereby covenants with Holder

and it is hereby agreed and declared as follows:
8.1.
to keep and maintain the Register and the Asset Register;
8.2.
to keep the Security insured in such office and for

such amounts as the Holder may from time to time
approve and against such risks as the Holder shall from
time to time require including (but without prejudice
to the generality of the foregoing) loss or damage by
fire, explosion, earthquake, riot and civil commotion,
malicious damage, storm and tempest (including
lightning), aircraft and articles dropped therefore and,
in addition, the costs of site clearance, surveyors
fees at the scales current from time to time and any
consequential loss directly or indirectly resulting from
such loss or damage including loss of profits;
9.2. The Company shall issue the Debenture to

Escrow Registrar to secure the obligations due to
Holders under this agreement and in respect of
Green Forestry Bonds by creating security over
assets identified as being subject to that security in
Debenture, including the security.
the
the
the
the
the
9.3.
The Debenture shall be expressed to become enforceable

by the Escrow Registrar, on behalf of the Holders, upon
the occurrence of an Event of Default, subject to the
satisfaction of any precondition or obligations of the
Holders thereunder.
9.4.
For the avoidance of doubt the Company acknowledges

that this agreement, together with the Debenture,
creates a beneficial interest in favour of the Holders
over the Security and the proceeds of enforcement of
the Security.
10.1. The Company may at any time, and shall upon the request
in writing signed by Holders of cumulative holding of at
least sixty percent (60%) in nominal value of the Green
Forestry Bonds for the time being outstanding, convene
a meeting of the Holders to be held at such place as the
Company shall determine.
10.2. At least 14 clear days notice specifying the place, date
and hour of the meeting shall be given to the Holders of
any meeting of Holders. The omission to give notice to
any Holders shall invalidate any resolution passed at any
such meeting.
10.3. A person nominated by the Company shall be entitled
to take the chair at any such meeting. The Directors and
legal advisers of the Company and the Escrow Registrar
and legal advisers may attend at any such meeting.
10.4. At any such meeting convened for any purpose, other
than the passing of a Special Resolution, a person, or
persons, holding, or representing by proxy twenty five
percent (25%) in nominal value of the Holders for the
time being outstanding, shall form a quorum for the
transaction of business. At any meeting convened for
the purpose of passing a Special Resolution persons (at
least two in number) holding, or representing by proxy
a clear majority of at least seventy five percent (75%)
of the nominal value of the Green Forestry Bonds for
the time being outstanding, shall form a quorum. No
business (other than the choosing of a Chairman) shall
be transacted at any meeting unless the requisite quorum
is present at the commencement of the meeting.
10.5. Every question submitted to a meeting of Holders shall
be decided in the first instance by a show of hands. In
case of an equality of votes the Chairman shall have a
casting vote.
10.6. At any meeting of Holders, unless (before or on the
declaration of the result of the show of hands) a poll is
demanded by the Chairman, or by one or more Holders
present in person or by proxy, a declaration by the
Chairman that a resolution has been carried, or carried
by a particular majority, or lost or not carried by any
particular majority, shall be conclusive evidence of the
fact.
10.7. If at any such meeting a poll is so demanded it shall be
taken in such manner as the Chairman may direct. The
result of such poll shall be deemed to be the resolution
of the meeting at which the poll was demanded. The
demand for a poll may be withdrawn.
10.8. On a show of hands every Holder who is present in

person, or by proxy, shall have one vote. On a poll every
Holder shall have one vote for every 10,000 in nominal
amount of the Green Forestry Bonds of which he is the
holder. A Holder (or a proxy) entitled to more than one
vote on a poll need not use all their votes, or cast all the
votes, they use in the same way.
10.9. The registered holders of any of the Green Forestry
Bonds, or in the case of joint holders any one of them,
shall be entitled to vote in respect thereof either in
person, or by proxy, and in the latter case as if such
joint holder were solely entitled to such Green Forestry
Bonds. If more than one of such joint holders be present
at any meeting either personally, or by proxy, the
vote of the senior who tenders a vote (seniority being
determined by the order in which the joint holders are
named in the Register) shall be accepted to the exclusion
of the votes of the other joint holders.
10.10. Each notice appointing a proxy shall be in writing, signed
by the appointor or his attorney or, in the case of a
corporation, under its common seal, or signed by its
attorney or a duly authorised officer and shall be in such
form as the Directors may approve. A person appointed
to act as a proxy need not be a Holder themselves.
10.11. The instrument appointing a proxy and the power
of attorney or other authority (if any), under which
it is signed, or a notarially certified or office copy of
such power, or authority, shall be deposited with
the Company at the address where the Register is
maintained for the time being. No instrument appointing
a proxy shall be valid after the expiration of 6 months
from the date named in it as the date of its execution.
10.12. In addition to any other powers it may have, a meeting
of the Holders may, by Special Resolution:
10.12.1.
authorise the Escrow Registrar with power

on behalf of the Holders to execute any
documents to effect and enforce the
Debenture, following any unremedied Event
of Default;
10.12.2.
authorise any compromise or arrangement

proposed to be made between the Company
and the Holders;
10.12.3.
authorise any abrogation, modification or

compromise or any arrangement in respect
of the rights of the Holders against the
Company, or its property, whether such
rights shall arise under this instrument or
otherwise; and
Section 9
Terms of loan notes
10. MEETINGS OF THE HOLDERS
25
10.12.4.
covenants as may be considered necessary,

or expedient, and for the same purpose
of realisation to assign, or transfer, the
same to any person, or company, whether
in consideration of payment, or not, or in
exchange for shares, or other property,
without payment or any other consideration;
give any authority or sanction which under

the provisions of this instrument is required
to be given by Special Resolution.
10.13 No resolution shall be effective which would increase

any obligation of the Company under this instrument or
postpone the due date for payment of any Certificate
Premium, or Coupon, in respect of any Green Forestry
Bond without the consent of the Company.
10.14 A Special Resolution, passed at a meeting of Holders duly
convened and held in accordance with the provisions of
this clause 10, shall be binding on all the Holders, whether
or not present, at such meeting and each of the Holders
shall be bound to give effect to such Special Resolution
accordingly. The passing of any such resolution shall be
conclusive evidence that the circumstances justify the
passing of such Special Resolution.
10.15 A resolution in writing signed by the holders of at least
75% in nominal value of the Green Forestry Bond for
the time being outstanding, who are for the time being
entitled to receive notice of meetings in accordance
with the provisions contained in the instrument, shall
for all purposes be as valid and effectual as a Special
Resolution. Such resolution in writing may be contained
in one document or in several documents in like form
each signed by one or more of the Holders.
10.16 Minutes of all resolutions and proceedings at every such
meeting of the Holders shall be made and duly entered
in books to be from time to time provided for that
purpose by the Company.
11. POWERS AND APPOINTMENT

OF ATTORNEY
11.1 At any time after the Debenture shall have become

enforceable by the Escrow Registrar, the Escrow
Registrar (whether or not in possession of the Security)
may (but should not be obliged to) without restriction
exercise any of the following powers in addition and
without prejudice to any other powers conferred upon
Holder under, or by virtue, of this agreement or by
statute or otherwise;
26
11.1.1
to enter upon and take possession of the

Security;
11.1.2
to sell, exchange, surrender, deal with,

convert into money and realise the Security
or any part or parts thereof or interest
therein and/or any part or parts of the other
assets of the Company hereby charged and
assign, or transfer, the same and to do so
subject to such exceptions, reservations and
11.2
11.1.3
to acquire, renew, extend, grant, vary or

otherwise deal with such easements, rights,
privileges and/or licences over, or for the
benefit of, the Security as may be considered
expedient;
11.1.4
to promote whether alone or with others

any company: (i) for the purpose of taking a
transfer or assignment of or other interest
in the Security; and (ii) in connection with or
for the furtherance of all of any of the powers
herein contained as may be expedient;
11.1.5
to carry out any work involving maintenance

of the Security;
11.1.6
to obtain, renew, extend, amend or

otherwise deal with such permissions,
consents and/or licences for the benefit of,
or otherwise, connected with, or ancillary
to, the Security;
11.1.7
to agree any variation, modification or

determination of any existing deeds or
agreements relating to the Security and to
enter into new agreements, deeds or bonds
which may be necessary;
11.1.8
to take or defend or otherwise join in any

proceedings concerning, or incidental, to the
Security or to any of the foregoing powers
as they shall see fit;
11.1.9
to make any arrangement, or compromise,

which may be thought expedient in the
interest of the Holder;
The Company hereby irrevocably appoints the Escrow

Registrar as attorney of the Company to exercise any of
the foregoing powers for, and in the name, and on behalf
of the Company with respect to the Security.
The foregoing powers may be exercised:

11.3.1
11.3.2
11.4
11.5
11.6
by the Escrow Registrar either as the

Company (but without incurring liability as
Company in possession) or as attorney of
the Company; and
by any substitute or delegate appointed in
writing by Holder or by any attorney of
Holder or by any substitute or delegate
appointed in writing by any such attorney
for and in the name and on behalf of Holder
of the Company as the case may be and
any such exercise by any such substitute,
delegate or attorney shall be treated by the
Company and be effective in all respects as
an exercise by Holder.
Escrow Registrar (including any such substitute, delegate

or attorney of the Holder as aforesaid) in connection
with the exercise of any of the powers conferred on
them hereby, or by statute, may do all acts and things
and execute all such deeds and sign all such agreements
or enter into or make all such arrangements as may
be required or as Escrow Registrar (or such substitute
delegate or attorney of the Holder as aforesaid) may
consider necessary, or desirable, in relation to the
exercise of any such powers.
The Escrow Registrar shall have no obligation whatsoever
to exercise any of the powers granted to it hereunder
unless it has received a satisfactory security for its costs
of so doing, and shall be liable for a failure to exercise
any such power to a Holder only if any precondition
has been satisfied and only thereafter in the event of
fraud, gross negligence or wilful default by the Escrow
Registrar.
The Escrow Registrar has been granted powers under
this clause for the purpose of discharging its obligations
under the Escrow Registrar Agreement and shall have
no duty to the Company whatsoever in respect of the
same.
12. REMEDIES, WAIVERS AND

CONSENTS
12.1. No failure on the part of a Holder to exercise, and no
delay on its part in exercising, any right, or remedy,
under this agreement will operate as a waiver thereof,
nor will any single, or partial, exercise of any right, or
remedy, preclude any other, or further exercise thereof,
or the exercise of any other right or remedy. The rights
and remedies provided in this agreement are cumulative
and not exclusive of any rights or remedies provided by
law.
12.2. Any waiver and any consent by a Holder under this
agreement must be in writing and may be given subject
to any conditions thought fit by that Holder. Any waiver,
or consent, shall be effective only in the instance and for
the purpose for which it is given.
13. EVENTS OF DEFAULT

13.1. The occurrence of the following events shall constitute
an Event of Default for the purposes of this agreement:
13.1.1.
the Company fails to pay on the due date any

amount payable under this agreement (other
than where the Company demonstrates
to the satisfaction of the Holders that
such failure is due to an administrative, or
technical, payment error, in which case the
Company shall have ten (10) Business Days
from the due date to make such payment);
or
13.1.2.
any information given or warranty or

representation made by or at the request of
the Company proves inaccurate; or
13.1.3.
the Company fails to comply with any

provision of this agreement or the Company
fails to comply with any provision of the
Debenture provided pursuant to clause 9
and, where capable of remedy, such failure is
not remedied to the reasonable satisfaction
of Holder within seven (10) Business Days
of the Holders giving notice to the Company
requiring the Company to remedy the same;
or
13.1.4.
the Company defaults in the performance of

any other agreement for borrowed monies
so as to accelerate, or render capable of
acceleration, the due date of repayment
thereunder or such borrowed monies
are not repaid in full on the due date or
repayment of any such borrowed monies
11.7 The powers of attorney hereby given are given by

way of security for the performance of the Companys
obligations under this Agreement.
Section 9
Terms of loan notes
11.3
27
is due on demand and is not paid in full

forthwith on such demand being made; or
14. NOTICES
13.1.5.
the Company being unable to pay its debts as

and when they fall due as defined by Section
123 of the Insolvency Act 1986; or
14.1. Every notice or other communication made under

this Agreement shall, unless otherwise stated, be in
writing (by way of letter, or electronic mail or facsimile
transmission) and shall be given:-
13.1.6.
any insolvency proceedings are commenced

against the Company or any steps are
taken with a view to proposing (under
any enactment or otherwise) any kind
of composition, scheme of arrangement,
compromise or arrangement involving the
Company and the Holders; or
13.1.7.
any procedure is used against the Company

to attach or take possession of any Security
for payment of a debt; or
13.1.8.
any distress, execution, attachment or other

legal process affects the whole or a material
part of the assets of the Company; or
13.1.9. any receiver, or administrator, being

appointed over the Companys or any part
of Security; or
28
14.1.1.
in the case of the Company to the address

on the agreement or such other address as
the Company may notify Holders in writing;
and
14.1.2.
in the case of Holders to the address on the

agreement.
14.2. Every notice, or other communication, shall be deemed

to have been received:14.2.1.
in the case of a letter when delivered

personally or two days after its posting by
first class post; and
14.2.2.
in the case of an electronic mail, or a facsimile

transmission, when despatched.
15. MISCELLANEOUS
13.1.10.
the Company has a provisional liquidator

appointed under Section 135 of the
Insolvency Act 1986; or
13.1.11.
the presentation of a petition for winding up

or for an administration order against the
Company; or
13.1.12.
the passing of a resolution for voluntarily

winding up (save for the purpose of
reconstruction or amalgamation); or
15.3. If at any time any one, or more, of the provisions of

this Agreement is, or becomes, invalid, illegal or
unenforceable in any respect, the validity, legality
or enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired.
13.1.13.
a receiver or administrator being appointed

over the Company, or any part of its assets,
and/or undertaking or any other steps being
taken to enforce any security over all, or
part, of the Companys assets.
15.4. This Agreement supersedes all prior agreements,

arrangements or correspondence between the
Company and Holders in relation to the issue of the
Green Forestry Bond.
13.2. Upon the occurrence of an Event of Default the

Noteholders may, by a Special Resolution passed in
accordance with the provisions of this agreement,
require the Company to cure any Event of Default
which is capable of remedy within 28 days and/or if such
Event of Default is not remedied within that period, or is
incapable of remedy, to accelerate the repayment of the
Loan Notes and to declare that the Repayment Date has
occurred, and that repayment of the Certificate Premium
is due in accordance with clause 5.4, and that Repayment
Date shall also constitute a Coupon Calculation Date.
15.1. The Company may not assign, or transfer, any of the

Companys rights, or obligations, under this Agreement.
15.2. No Holder may assign all, or any part, of its rights or
benefits under this Agreement.
16. LAW
This Agreement shall be governed by and construed in
accordance with English law.
Green IS Holding Company plc, The Hub Business Centre, 35 Sherwood Street, Market Warsop, Mansfield, Nottinghamshire NG20 0JR, England
w: www.greenis.co.uk e: info@greenis.co.uk t: +44 (0)1623 840901
Company Registration Number: 9090717

Bond Lowres Investment Memorandum

Uploaded by

Copyright:

Available Formats

Bond Lowres Investment Memorandum

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Bond Lowres Investment Memorandum

Uploaded by

Copyright:

Available Formats

What is the purpose of the document?

What is the purpose of the document?

What types of investors can invest in the bonds?

What types of investors can invest in the bonds?

IS Holdings

Green Forestry Bond Invitation Document

GIS Green Forestry Bond Invitation Document

Section 1: IMPORTANT NOTICE

Section 3: GIS Forestry Limited

Section 4: Green Investment Solutions Holdings PLC

Section 5: Cut Wood Market

Section 6: The Green Forestry Bond

Section 7: Risk Factors

Section 8: Forestry Bond: Information & FAQs

Section 9: Terms of Loan Notes.

GIS Green Forestry Bond Invitation Document

This Invitation, which is a financial promotion for the purposes

Your attention is particularly drawn to the Risk Factors which

The Green Forestry Bonds will be unlisted securities. No

means ten percent (10%) of the Certificate Premium per annum;

Coupon Calculation Date

means each annum of the Date of Registration;

means the date of registration of the Holder onto the Register;

means the Financial Conduct Authority

means the Financial Services and Markets Act 2000

Green IS Holding Company PLC

GIS Forestry Limited

Green Forestry Bond

Green Forestry Management

means each person recorded as the Holder of a Bond in the Register;

means an applicant to subscribe for Green Forestry Bonds.

means the register of Holder information kept by the Company;

means the expiry of the Term;

DEFINITIONS used through this Invitation Document

means 36 calendar months from the Date of Registration.

Please read Section 7 on Risk Factors

GIS Forestry Limited

GIS Green Forestry Bond Invitation Document

The Company was incorporated on 5th March 2014 as a special

The Company is a wholly owned subsidiary of Green IS Holding

Please read Section 7 on Risk Factors

On the 1 July 2014, the Company acquired a 3 year lease over a

The Company has been funded, on an interest free basis, by

The purpose of the Company raising funds by the issuance of its

1. To support Green IS Holding Company PLCs growing cut

The standing timber agreement, vests title of the standing trees

2. The monies will also be used to fund Green Investment

Please read Section 7 on Risk Factors

Green IS Holding Company PLC

GIS Green Forestry Bond Invitation Document

Forestry investment for all

GIS was created to bring sustainable plantation teak investment

We are actively replanting previously deforested land with

Our Technical Forestry Director and Co Founder, Guy

Please read Section 7 on Risk Factors

A compelling investment product

Guy Conroy, Forestry Director

Roland Jansen, Non Executive Director