LEGAL (TRUST DEED)

Part. A

  • Appointment of The Trustee
  • Declaration of The Trust
  • Investment Objectives
  • Investment Committee
  • Investment Prohibitions
  • Risk Factor Prohibitions
  • Constitution of The Trust
  • Subscription to Corrs (VS)
  • Vesting of Assets in Trustee
  • Custody of Title Documents

2. APPOINTMENT OF THE TRUSTEE

Coreum hereby appoints FBNQuest Trustees as the Trustees to the Trust to act on behalf of the Members, to hold the benefit of the covenants and other obligation on the part of Coreum, on behalf of the Members and itself (according to its and their respective interests) in accordance with the terms of this Deed.

3. DECLARATION OF TRUST

The Trustee hereby declares itself as Trustee for the Members with effect from the date of this Deed to hold the benefit of the covenants and other obligations on the part of Coreum herein contained in trust for the Members and themselves, subject to the terms of this Deed.

4. INVESTMENT OBJECTIVES

The objective of the Trust is to provide Members with the opportunity to participate in a professionally managed portfolio of real estate assets through an electronic platform provided by Coreum.  To the extent possible, Coreum shall continuously ensure the provision of dividend income, rental income, capital appreciation from real estate and estate-related assets for distribution to the Members.

6. THE INVESTMENT COMMITTEE

6.1      Coreum shall constitute an Investment Committee for the Trust.

6.2      The Investment Committee shall comprise of five members; three representatives of Coreum, one representative of the Trustee and one independent member. The Chairman of the investment Committee shall a representative of Coreum and shall be appointed at the first meeting of the Committee and he shall not chair any other committee of the Trust. The independent member shall be appointed by Coreum and shall be knowledgeable of the Real Estate Industry in Nigeria.

6.3       The quorum for the Investment Committee meeting shall be at least 2 (two) representatives of the committee and a meeting shall not be quorate unless 2 (two) representatives of the committee are present and voting.

6.4      The Investment Committee shall set appropriate policies, review and assess processes and controls, which would guide investment proposals by Coreum. The functions of the investment Committee shall include but not be limited to the following:

6.4.1  establishing the investment policies and objects of the Trust, reviewing the investment policies and strategies of Coreum;

6.4.2  deciding on acquisition and investment objectives of the Trust;

6.4.3  taking decisions on cash allocations for investments purposes;

6.4.4  supervising the activities of Coreum and the investment performance of the Trust’s assets and investment; and

6.4.5  reviewing Coreum’s investment decision and ratification of such decision as it deems appropriate.

6.5     The Investment Committee shall meet at least once in a quarter to consider investment opportunities and discuss the performance of the Trust. Coreum may request for an emergency meeting where it is necessary to consider an urgent investment option.  The Investment Committee meeting shall be held at such place as the Fund Manager or the Trustee shall determine or approve.

6.6        At any meeting of the Investment Committee, decisions shall be reached by a simple majority of votes in favour of such decision.

7. INVESTMENT PROHIBITIONS

7.1       Neither Coreum, the Trustee nor their affiliates shall deal as principals in the sale of assets of the Trust.

7.2       The powers of Coreum in relation to the investment and management of the Trust’s assets shall be subject to the consent of the Trustee.

7.3       Coreum and any of its affiliates shall, among others:

7.3.1    not deal in or retain any assets or underlying securities of any company in which any of its individual officers are the beneficial owners and in which each of them own more than 2% or collectively of more than 10% of the securities of such companies. PROVIDED THAT this shall not affect the rights of Coreum and its individual officers set out under clause 11.2, to invest in Real Estate Offerings listed on the Platform.

7.3.2    not invest any part of the assets of the Trust in any investment scheme to which Coreum or a Subsidiary or holding company of Coreum acts as manager thereof; and

7.3.3    not deal or invest the assets of the trust in its in-house or the Trustee’s instruments.

8. RISK FACTORS RATINGS

8.1       All investments involve certain risks occasioned by uncertainty and unpredictability of the future. The performance on the trust will thus be subject, among other things, to the pursuance of political/economic stability and sustainable economic growth and development by the Government. Coreum has no control over these conditions and shall not indemnify any Unitholder on the occurrence of any adverse political/economic condition affecting the investment. Although, Coreum shall exercise all necessary duty of care and precautionary steps in investing the Trust’s money, it does not guarantee that such objective of the Trust will be attained at all times.

8.2       Coreum shall ensure that adequate due diligence is carried out on all proposed investments before such investment is considered for approval by the Investment Committee.

8.3       Coreum shall also ensure every investment is valued by an Estate Valuer appointed for this purpose.

10. CONSTITUTION OF THE TRUST

10.1     The Trust shall be domiciled in Nigeria and shall be denominated in Nigerian Naira. The monies received from the Members shall be paid into a Subscription Account to be maintained with the Account Bank and shall, with all other property and assets of the Trust, at all times be vested in the Trustee and shall constitute the Trust in the first instance.

10.2     All withdraws from the Subscription Account shall be at the instance of both Coreum and the Trustees and neither party shall have the right to make a withdrawal from the Subscription Account without the consent of the other party

11. SUBSCRIPTION TO CORRS

11.1     Coreum shall from time to time raise monies from its Members by making Corrs available for subscription on its Platform.  Coreum shall provide adequate information to enable the Members to be able to make an informed decision about investing in the Trust.

11.2     Coreum, its individual officers and management team shall have the right, but not the obligation, to invest in any Real Estate Offering listed on the Platform.

11.3     The minimum subscription shall be provided on the Platform and a Member may subscribe to the Corrs of the Trust in multiples.

11.4   The Corrs offered shall be at par and payable in full upon application.

11.5   A Unitholder shall be issued with an electronic certificate of ownership by Coreum within ten (10) business days upon subscription to the Corrs of the Trust.

11.6         No advertisement, circular or other document containing any statement with respect to the sale price of the Corrs, or containing any purported invitation to buy Corrs shall be issued by or on behalf of Coreum to the public.  A breach of this provision shall result in the cancellation of the fundraising exercise and the monies that have been raise would be returned to the Members.

12. UNDERTAKING AND VESTING OF THE ASSETS IN THE TRUSTEE

12.1           The Assets of the Trust shall be vested in the Trustee and the Trustee shall stand possessed of the Assets on trust on behalf of the Members. The Assets shall be possessed as a single common fund and no unit shall confer any interest or share in any particular part of the Trust.

12.2         Coreum undertakes, and shall ensure that the Assets of the Trust are properly registered in the relevant land registry.

13. CUSTODY OF TITLE DOCUMENTS

All the instruments relating to the Real Estate Offerings including all documents of title or value connected therewith shall be deposited with the Trustee and the Trustee shall be responsible for the safe custody of such documents.

Part. B

  • Management of The Trust
  • Investment of The Assets
  • Calculation of Net Asset Value
  • Realisation of Investments
  • Covenants of Coreum
  • Covenants of The Trustee
  • Registration of Members/Transfer
  • Audit of Accounts

14. MANAGEMENT OF THE TRUST

14.1     The effective control over the affairs of the Trust is hereby vested in, and shall be exercised independently by the Trustee on behalf of the Members.

14.2     Coreum shall obtain the prior consent of the Investment Committee before finalising any investment it wishes to make which is not in the projected business/strategy plan.

14.3    The business/strategy plan will be shared by Coreum with the Investment Committee every quarter for their prior approval.

14.4     All monies paid to the Trust shall be paid into the Designed Accounts depending on the source of the payment.

14.5  All investments shall be made with monies drawn from Subscription Account and such investments shall be in the name of the Trustee.

15. INVESTMENTS OF THE ASSETS

15.1 All property including cash, which ought to, in accordance with the provisions of this Trust Deed, form part of the Assets shall forthwith after receipt by Coreum be vested in the Trustee. The sums of money forming part of the Assets shall be invested in Authorised Investments by the Trustee after consultation with Coreum or shall be retained in cash or placed on deposit or in short-term Authorised Investments.

15.2 All documents required to effect Investments or realisation of Investments made with the Assets which shall include but not be limited to deeds of assignment, deeds of lease, certificates of occupancy shall be executed by the Trustee.

PROVIDED that Coreum shall be liable for any Investments or realizations executed without the prior approval of the Trustee and the Investment Committee, such documents and (where appropriate) the evidence issued with regards to the proprietary interest in the Investments to which they relate shall also indicate that the Trustee are holding such Investments ‘’in trust for the Trust’’.

16. CALCULATION OF THE ASSET NET VALUE

16.1 The Net Asset Value of the Trust shall be calculated by Coreum on an annual basis and shall be a value of all assets less all the liabilities attributable to the Trust.

16.2 The assets of the Trust shall be deemed to include, among others, all real estate, mortgages, cash in hand, on loan or on deposit, or all bills, demand notes, promissory notes, bonds, Corrs and securities owned by the Trust, all rent, interest, stock and cash distributions and cash contributions to be received by the Trust and not yet received by it but due or declared payable on a date on or before the date as of which the Net Asset value of the Trust is being calculated and all other assets of the Trust of every kind and nature including prepaid expenses.

16.3 The Net Asset Value of the Trust shall be expressed in Nigeria Naira.

16.4 In the calculation of the Net Asset Value of the Trust, Coreum shall rely upon the opinion of an accredited real Estate Valuer.

16.5 Where at the time of valuation, any asset has been realised or contracted to be realised, they shall be included in the valuation, in place of such asset, the net amount receivable in respect thereof.

16.6 The liabilities of the Trust shall be deemed to include all its liabilities and such provision and allowances for contingencies (including tax) payable by the Trust.

17. REALISATION OF INVESTMENTS

17.1 Any Investment comprised in the Assets may be realised by Coreum once the holding period has expired subject to the approval of the Trustee and the Investment Committee, in order to distribute to the Members.

17.2 Coreum shall be responsible for realising the Assets and shall ensure it obtains the best value available for the Assets.

17.3 The profit realised from any Real Estate Offering shall be transferred to the Members of the Platform in an efficient and timely manner in accordance with the number of Corrs held by each Member

18. COVENANTS OF COREUM

18.1 Coreum covenants to the Trustees that it shall:

18.1.1 carry on and conduct its affairs in a proper and efficient manner;

18.1.2 comply and perform all its duties in accordance with the provisions of this Deed and these obligations shall be binding on Coreum. The Trustee shall hold the benefit of this covenant upon trust for itself and the Members according to its and their respective interests.

18.1.3 comply, in all respects, with all Applicable Laws, permits, licences, regulations and orders to which it may be subject and which in each case are material to its business and shall obtain and maintain such permits and licences.

18.1.4 keep proper books of account and make true and proper entries therein and ensure that the same shall at all reasonable times be available for inspection by the Trustee and any person appointed by the Trustee in writing for the purpose;

18.1.5 provide to the Trustee within 10 (ten) Business Days of receipt of request, all such documents and information as the Trustees may from time to time require it to provide to them in connection with the performance by the Trustee of its obligations under this Deed;

18.1.6 duly and punctually pay and discharge all monies and liabilities whatsoever which are now, or at any time hereafter may (whether before or after demand), become due and payable by the Coreum to the Trustee (whether for their own account or as Trustee for the Members),  under this Deed.

19. COVENANTS OF THE TRUSTEE

The Trustee covenants with Coreum that it shall:

19.1 comply with, perform, and observe all the provisions of this Deed which are binding on them;

19.3 reviewing all legal and transaction documentation in connection with the Platform to ensure that the Members are adequately protected;

19.4 provide all of the necessary support to Coreum in connection with the marketing and advertisement of the Platform; and

19.2 comply, in all respects, with all Applicable Laws, permits, licences, regulations and orders to which it may be subject and which in each case are material to its business and shall obtain and maintain such permits and licences.

21. REGISTRATION OF MEMBERS

21.1 Coreum shall maintain a Register containing the names of all Members in the Trust.

21.2 The Register shall be in such pre-agreed form as provided by the Trustee and be kept in such manner as the Trustee may deem fit.

21.3 Coreum shall permit the Trustee or any person representing them to have access at all reasonable times to the Register and to all ancillary records relating to the conduct of the Register.

21.4 Coreum shall cause details of the following information to be entered in the Register:

21.4.1 The full names and addresses of all Members and their next of kin.

21.4.2 The number of Corrs held by each Unitholder and their bank account details.

21.4.3 The dates the Corrs were purchased or if the Corrs were acquired in a manner other than by direct purchase the date and nature of such acquisition.

21.5 A Unitholder shall notify Coreum as soon as possible, but not later than 14 (fourteen) days from such change, of any change in the name or address of such Unitholder. Coreum shall effect the requisite altercations in the Register upon being satisfied thereof.

21.6 Any Member shall be entitled at all reasonable times during business hours, to inspect the Register PROVIDED that if the Register is kept in accordance with some mechanical or electronic system the provision of this sub-clause will be satisfied by Coreum by the production of legible evidence of the contents of the Register to the Unitholder making the request.

21.7 On the death of any one of joint Members, the persons listed in clause 21.9 below shall be the only person or persons recognised by Coreum and the Trustee as having any title to or interest in the Corrs represented by such certificates and upon producing such evidence of death as Coreum may require and delivering up the certificate, he or they shall be entitled to have the certificate duly endorsed.  PROVIDED THAT the certificate shall maintain its name and upon realisation of the investment, such profits shall be transferred to the persons listed in clause 21.9 below.

21.8 A body corporate may be registered as a Unitholder or as one of two or more joint Members.

21.9 The executors or administrators or successors-in-title or next of kin of a deceased/dissolved/wound-up Unitholder (not being one of two or more joint Members) or of the survivors of joint Members as the case may be shall be the only person recognised by Coreum and the Trustee as having any title to or interest in his Corrs.

21.10 Any person becoming entitled to any Corrs in consequence of the death or bankruptcy or dissolution or winding up of any Unitholder or the survivor of joint Members shall upon producing such evidence that he is duly authorised to act in the capacity in respect of which he proposes to act under this sub-clause or of his title as Coreum shall consider sufficient and on delivering up the certificate or certificates of the deceased or bankrupt or liquidated Unitholder to Coreum for cancellation and shall be entitled to elect either to be registered as the holder of such Corrs and to have a new certificate or certificates issued in his name or to nominate some other person or persons in whose name such new certificate should be issued.

21.11 If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to Coreum a notice in writing in a form to be prescribed by Coreum signed by him stating that he so elects. If he shall elect to have some other person nominated by him registered, he shall testify his election by executing to such other person an assignment of such Corrs. All the provisions of this Deed relating to transfers of Corrs shall be applicable to any such notice or assignment aforesaid as if the death or bankruptcy or dissolution or winding-up of the Unitholder had not occurred and the notice or assignment was an assignment executed by such Unitholder.

21.12 A person becoming entitled to Corrs in consequence of the death or bankruptcy or dissolution or winding-up of a Unitholder or the survivor of joint Members shall be entitled to receive and may give a discharge for all moneys payable in respect of the Corrs but he shall not be entitled to the rights of a Unitholder until he shall have had his name entered in the Register as a Unitholder in respect of such Units.

24. AUDIT OF ACCOUNTS

    1. 24.1 Coreum shall cause the accounts of the Trust to be audited for each Financial Year and certified by the Auditor.

      24.2 There shall be attached to such account, statements certified by the Auditor stating that the Trust has been operated in compliance with the provisions of the Trust Deed and the accounting standards

Coreum Real Estate Solutions is a Real Estate Company registered in compliance with the Company and Allied Matters Act with CAC Registration Number  RC1503916.  Our goal is to promote wealth equity and sustainability by making Real Estate affordable to everyone regardless of income level, age or location. 

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