EstateGuru Marketplace Ltd Wind Down Plan

The aim of EstateGuru Marketplace Ltd’s ("EstateGuru") Wind Down Plan is to ensure the existence of relevant contingency procedures in the event that the portal operator ceases trading either voluntarily or unavoidably.

  1. Monitoring the firm’s viability
    1. EstateGuru Marketplace Ltd's management board is responsible for monitoring the market for potential fluctuations in the real estate market.
    2. EstateGuru Marketplace Ltd's management board, legal advisers and other advisory partners are responsible for monitoring upcoming changes in the legislation and regulatory environment.
    3. Such monitoring is conducted on an ongoing basis to ensure the company’s viability, attaining its competitive advantage and compliance with applicable regulations which will help ensure the company’s viability.
    4. The company’s viability could be challenged by:
      1. extensive changes to the regulatory system;
      2. increased competition; and
      3. fluctuations in the market.
    5. Any change that is intended to assist the business of the portal operator to adapt to external changes in the market and remain both legal and operational must be authorised by the management board.
  2. Contingency and sustainability of established loan contracts
    1. The security agent is a separate legal entity established and controlled by a partnering legal office.
    2. The security/securities referred to in the principal loan terms for each loan are established in favour of the security agent.
    3. The security agent holds the security or securities given in connection with a secured loan in its own name, on trust for the benefit of lender(s) and performs any required actions and transactions related to the relevant securities.
    4. The established loan contract between the lenders (who the security agent will act on behalf of), and the borrower remain valid notwithstanding the financial and operational standing of the portal operator.
    5. The declaration of insolvency of the portal operator (whether voluntary or otherwise) or termination of the portal operator's operations for any other reason do not affect the validity of the loan documents already entered into (unless otherwise stated in the loan contract).
  3. The wind down process
    1. In the event that the portal operator is declared insolvent (whether voluntary or otherwise) or when the portal operator terminates its operations for some other reason:
      1. the syndication period of each active loan request lapses prematurely;
      2. the portal operator transfers the positive balance of funds reflected on the account of a user to the user's current account or such other account previously given to the portal operator by the user for such purposes; and
      3. the portal operator gives instructions and information to the borrowers and lenders on the platform regarding matters relating to further performance of the loan documents (to the extent due performance of the relevant loan documents is not possible without the help of the portal operator and/or security agent).
    2. the instructions referred to in 3(a) (iii) above may comprise of:
      1. performance payments to be made under loan documents directly to the party entitled to that payment;
      2. delivery of notices relating to the loan documents;
      3. to the extent necessary, the continued performance of the loan documents by a third party appointed by the portal operator to perform the role and functions previously carried out by the portal operator and/or the security agent;
      4. other relevant and/or necessary instructions the purpose of which is to facilitate performance of loan documents in circumstances where the portal operator has terminated their operations or been declared insolvent.
  4. Wind down resource allocation
    1. EstateGuru Marketplace Ltd has established a requirement to hold an emergency fund of no less than £40,000 at all times for the purposes of providing resources during any wind down. The funds will cover system maintenance, staff costs, legal and accouting fees in the wind-down period. A further breakdown is provided in the notes.[1]
    2. The emergency fund requirement will ensure that necessary funds are made available to support the wind down process.
    3. Loans that have a loan period of more than 12 months are subject to an annual administration fee which, in case of a wind down, will be used for supporting the wind down process.
    4. The EstateGuru Marketplace Ltd management board has evaluated the allocated resources set out in this paragraph to be sufficient for supporting the wind down process as the loans facilitated through the platform are short-term and have an expected average loan period of 12 months.
  5. Protection of investors’ funds
    1. The client money and the portal operator’s funds are held in separate bank accounts at separate banks. Client money is deposited in client money bank accounts, which are held at leading banks.
    2. In the event of the insolvency of the portal operator, third party creditors will have no claim against client money held in the client money bank accounts. Money held in client money bank accounts will remain client money under the FCA rules. The client money bank accounts do not appear on the EstateGuru Marketplace Ltd balance sheet and cannot therefore be the subject of a claim in order to cover potential losses or liabilities of the portal operator.
    3. The security agent holds the lenders’ invested funds in the security agent's own name on a current account that the security agent has opened for that purpose at a credit institution registered in the commercial register in the United Kingdom or at a credit institution which is registered or which has a place of business in another contracting member state of the European Economic Area.
    4. The security agent keeps lenders' funds separately from its own funds.
    5. In the event that the portal operator is declared insolvent (whether voluntarily or otherwise) or when the portal operator terminates its operations for some other reason, the technical service provider will (pursuant to an agreement) maintain the operation of the portal solely for the purposes of allocating and repaying the lenders' funds until such time that the last loan has been repaid.

This document has been signed by the member of the board of EstateGuru Marketplace Ltd

Kristjan-Thor Vähi

Member of the board

/13.04.2017/


  1.   Wind-down cost breakdown: £12,000 for system maintenance (without further development), £10,000 for legal fees and consultancy, £12,000 accounting, registered office and secretarial services for two years, £24,000 for a part-time employee to overview the operations for two years, £1,000 per month, £6,000 reserve, offset by £24, 000 of monthly fees received over the 2 years.