Terms & Conditions
ALWAYS TRYING SYNDICATE - IMPORTANT INFORMATION
Always Trying Syndicate is a vehicle for racehorse ownership and has enjoyment and fun as its principal object.
Although the rewards for success in racing can be high, the risks of loss are great. Participation must not be regarded as an investment or security, and applicants must only apply for a share if they are aware of the risks involved. They should place no reliance on recovering their outlay.
Always Trying Syndicate - Terms and Conditions
1.1 In these Terms and Conditions
1.1.1 'the Company': means Always Trying syndicate whose registered office is at 52 Long Lane, Carlton In Lindrick, Worksop, Notts, S81 9AL
1.1.2 ‘the Horse’: means the 2018 racehorse ‘Idylle Sauvage by Coastal Path out of Belle Sauvage (Anabaa Blue) owned by the Always Trying Syndicates for the benefit of the Syndicate.
1.1.3 ‘the Nominated Partners’: means Neville King (Syndicator)
1.1.4 ‘the Syndicate’: means the racing partnership formed in accordance with rule 47C of the Rules of Racing and entitled ‘Always Trying Syndicate’
1.1.5 ‘the Rules of Racing’: means the Orders and Rules of Racing of the British Horse racing Authority from time to time in force
1.1.6 ‘Share’: means each equal fractional 1/1000 beneficial interest in the Partnership held by the Nominated Partners upon trust for each Share Owner in accordance with the terms of this agreement.
1.1.7 ‘the Share Owner’: means (a) Neville King and (b) the individual whose name appears on the application form attached to this agreement and whose application for membership of the Partnership has been accepted and who has paid the full amount of the Subscription due from time to time
8. 'the Initial Subscription’: means the sum of £69.00 inclusive of VAT per Share payable on application for the Share if paid prior to 1st September 2023.
9. ‘the Term’: means 1st September 2023 to 31st August 2024 and yearly thereafter or until the death or sale of the Horse, if earlier
2.1 There will be no more than 1000 Shares.
2.2 An applicant for one or more Shares will become a Share Owner only when his/her application for any Shares has been accepted and the full amount of the Subscription due from time to time has been paid.
2.3 The Nominated Partners shall be the nominated partners for the Partnership in accordance with the Rules of Racing. The Nominated Partners shall both be allocated a Share without payment of the Subscription (or any part thereof) but neither of them shall be entitled to any payment pursuant to clause 6 in connection with those Shares, nor shall they be liable to contribute towards any shortfall.
2.4 A bloodstock agent may in their absolute discretion (and without being liable for any loss) be appointed by the Nominated Partners on such terms as they in their discretion deem fit to assist with the purchase of the Horse for the benefit of the Partnership.
2.5 For the purpose of the Rules of Racing and in accordance with those Rules, the Horse will be owned by the Nominated Partners and held for the benefit of the Partnership. The Horse will race in the name of the Partnership and the colours of one of the Nominated Partners.
2.6 The Company will use reasonable endeavors to procure sponsorship for the Horse if trained in England in order that the Partnership can register for VAT under the Sponsorship Framework for Racehorse Owners established by the British Horse racing Board
2.7 The Nominated Partners shall hold each Share upon trust for each Share Owner, the beneficial interest of the Share Owner being that of a tenant in common of an interest in the Horse.
2.8 Save as aforesaid each Share Owner shall have a prospective entitlement to participate rateably in the net proceeds of sale of and any net income earned by the Horse after deduction of all costs and expenses as referred to below in this agreement.
3.1 If any instalment of the Subscription for a Share is not paid on the due date the share is invalid, and in that event the Share Owner shall cease to be entitled to any benefits which would otherwise accrue to it under this agreement (or otherwise), the Company shall be entitled to retain all sums received by it and any sums so retained by the Company shall confer upon the party who paid them no rights to a Share or to receive any payment pursuant to this agreement (or otherwise).
3.2 If a Share Owner shall become bankrupt, or a disqualified or excluded person (as defined by the Rules of Racing) the Share Owner’s rights under this agreement shall ipso facto be forfeit to the Company.
3.3 In the event of a Share Owner forfeiting their rights as above, the Company shall attempt to sell the relevant Share(s) on such terms as the Company shall in its absolute discretion deem fit, but until any such sale the defaulting Share Owner shall remain liable for any instalments of Subscription or any other sums due in connection with each Share.
4.1 Management and Training
4.1.1 The Partnership will be managed by the Syndicator. All decisions concerning the purchase of the Horse and all matters of management, training, racing, and the time and method of sale will be taken by the Syndicator in its absolute discretion and without being liable for any loss howsoever caused, and no Share Owner shall be entitled to object to any such decisions made.
4.1.2 The Horse will be trained by Donald McCain
3. The Company will keep Share Owners informed on a regular basis of the progress in training of the Horse and races for which it is entered. Share Owners who have particular enquiries about the Horse should contact Neville King at the Company, and not under ANY circumstances “The Trainer”.
Any member found to be persistently breaking this rule will be deemed unfit to hold shares and will be excluded from the syndicate.
4.2 Bank Account
4.2.1 The Company may open a Partnership bank account into which all payments, whether received from Share Owners or in respect of prize money or otherwise, will be credited and to which all Partnership expenses will be debited.
4.3 Minimum Up-take
4.2.1 If the Company at any time considers that insufficient Shares have been sold it has the right to terminate this agreement and return all Subscriptions to Share Owners. No interest will be payable in respect of any such reimbursement.
4.4 Early Sale
4.4.1 It is the intention that the Partnership shall operate for substantially the whole of the Term.
4.4.2 Membership of the Partnership shall endure until the Horse is sold and no Share Owner shall be entitled to resign or withdraw from the Partnership before the end of the Term.
4.5 Insurance and Veterinary
The Horse may be insured by the Company for the benefit of the individual against mortality upon payment of the optional insurance of 1/1000 of the annual premium.
The initial sum insured shall be the purchase price of the Horse, but the Company may insure in such other sum as it in its absolute discretion and without being liable for any loss deems appropriate. The Company shall have absolute discretion to authorise and instruct any veterinary treatment or operations for the Horse (including gelding) at any time and for any purpose and in doing so it shall not be liable for any loss or inconvenience to any Share Owner.
4.7 Interim Distributions
The Company may, in its absolute discretion, make interim distributions of income received from prize money, appearance money or sponsorship income on or about 1st August in each year of the Term.
4.8 Racecourse Badges
The Company will use its reasonable endeavors to provide such Share Owners as wish to attend with an owners or day members badge when the Horse runs under the Rules of Racing
The Share Owners will not be liable to make any payments other than as referred to in this agreement and in the application form for a Share (which shall form part of this agreement). No Share Owner shall have any claim against the Company or the Nominated Partners or against any other Share Owner in respect of any loss or injury sustained by the Horse howsoever caused.
6. ACCOUNTS AND DISTRIBUTION OF PARTNERSHIP FUNDS
The Company shall, as soon as reasonably practicable after the Horse has been sold, prepare an account (which shall save in the case of manifest error be final and binding) showing:
6.1 the net prize money won by the Horse and received (but excluding any trophies or their value).
6.2 net appearance money and net sponsorship income as received; and
6.3 the net sale price of the Horse as received.
The Company shall deduct therefrom:
6.4 interim distributions made pursuant to clause 4.7
6.5 all race entry fees and expenses in excess of £500.00, all costs and disbursements incurred in racing the Horse outside of Great Britain, all costs incurred for race entries and racing on a Sunday, insurance premiums and unpaid Subscriptions.
6.6 sale entry fees, commissions, stabling costs, transport costs and all other expenses associated with the sale of the Horse.
6.7 all stabling, livery and other costs incurred in connection with the Horse from the end of the Term until the sale of the Horse.
6.8 a commission of 15% plus VAT payable on the sale of the Horse net of VAT
6.9 all expenses incurred by the Company in winding up the Partnership and this agreement including professional fees.
6.10 Any objection by a Share Owner to the account must be received by the Company in writing within 7 days of the date upon which the account was posted or sent by e-mail to the Share Owner, in default of which the account shall be binding on the Share Owner
6.11 The resulting balance (if any) shall as soon as reasonably possible following preparation of the account be distributed rateably to the Share Owners in accordance with their fractional beneficial interest, subject always to variation to reflect any debt due from any Share Owner.
7. TRANSFER OF OWNERSHIP
7.1 No Share Owner shall lease, charge or assign a Share nor shall any Share Owner create any encumbrance, lien, or other financial burden upon any Share.
7.2 The transfer of ownership of or benefit or prospective benefit in a Share is not allowed other than in the cases of the death of an owner when the Share(s) or benefit or prospective benefit therein may be transferred to no more than one named personal representative or beneficiary subject to the agreement of the Nominated Partners.
In the event of any dispute arising in relation to this agreement it shall be referred to an independent arbitrator appointed by the Company and the award of costs of such arbitration shall be at the discretion of the arbitrator.
9.1 Each Share Owner acknowledges and confirms that participation in this agreement is for the predominant purpose of sharing in the enjoyment of the Horses and not for investment.
9.2 Nothing in this agreement shall constitute a partnership at law between the Share Owners and/or the Nominated Partners.
The law governing this agreement shall be the law of England and each Share Owner submits to the exclusive jurisdiction of the English Courts.
11. INTELLECTUAL PROPERTY
All marketing, sales and administrative documents are the property of Always Trying Syndicate, and it is an offence to copy or reproduce any materials without the owner’s consent. In addition, the use of any personal data obtained whilst a partner in the partnership without the consent of the Nominated Partners is forbidden.