shojin.co.uk

Very very bad experience

The following letter was sent to Shojin, with no meaningful response from Shojin. A trainee acknowledged the complaint. Now off to the FCA, then undoubtedly the FCO and my own legal guys. There is something very, very wrong that these guys can be regulated. If you're in a similar position, feel free to find me, as a class action is always more effective. To be clear, I do business with the proper operators in this field, and understand debt lending alongside shady operators.Dear Sir/Madam,I write on behalf of Hakuna Matata Ltd in relation to our investment in Shojin Westbrook Mills Limited.This is a formal complaint about Shojin’s proposal to replace the original fixed-interest bond with a new equity/profit-share structure and to make repayment of our capital (let alone interest) contingent on funds raised from new investors. We consider this a coercive and unjust approach that prejudices original bondholders and appears designed to generate incremental fees for Shojin at our expense.What we were sold and subsequently toldUnder the original Investment Memorandum, investors were to receive a fixed return of 12–16% p.a., with 100% of interest paid on maturity alongside capital for the “rolled-up interest” option. The term is 24 months from drawdown. Your Q1 2024 investor update explicitly reaffirmed: “Your investment is in the rolled-up interest tranche and your funds have been accruing interest at the expected rate, with all interest and capital scheduled to be paid upon maturity.” It also reiterated the 29 June 2025 exit date and noted a 3% p.a. uplift since 01/08/23. What Shojin is now proposingIn your “Action Required” notice, you ask bondholders to approve amendments to “replace the fixed interest previously provided to investors” with a profit-share structure and to amend the term accordingly, with the result binding on all bondholders by majority-in-value. If passed, investors must choose either to exit with capital only or to roll capital into the new raise to recover both capital and accrued interest—and you state that repayment of capital depends on money raised from new investors. The new equity IM sets out a profit-participation bond paying 90% of net profit, with Shojin fees of 2% p.a. plus 10% profit share, and even labels part of the capital stack as “Profit / Interest recovery”—which suggests previously owed interest is to be treated as an equity-style recovery rather than honoured under the bond. Why this is unacceptableExpectation and reliance: You repeatedly represented that rolled-up interest accrues and is payable at maturity with capital. Altering this ex post via a majority vote, and conditioning even capital repayment on a new fundraise, is materially different from the bargain we entered. Conflict and fee extraction: The new structure introduces equity-style fees (2% p.a. + 10% carry) and a profit-share mechanic, transferring performance risk to original bondholders while enhancing Shojin’s economics. Use of security and recoveries: You state Shojin enforced security over the site; however, instead of applying recoveries to discharge accrued interest under the bond, you are proposing to re-characterise outcomes through a profit-share vehicle, with “Profit / Interest recovery” embedded in the equity stack. This appears to sacrifice bondholders’ contractual position to manufacture a new, fee-bearing product. Our position and requested remedyHakuna Matata rejects any amendment that extinguishes or defers our accrued contractual interest or makes capital repayment contingent upon a fresh equity raise.We require written confirmation within 7 business days that Shojin will:Honour the bond terms by recognising and paying accrued rolled-up interest (including the 3% p.a. uplift from 01/08/23) at or before maturity, andRepay capital independent of new money raised, applying all proceeds from security enforcement in accordance with the original debt waterfall and bond documentation. Please also confirm our formal complaint reference, your Responsible Officer, and the timelines for your final response under your complaints policy.Absent satisfactory confirmation, we will escalate this complaint to the FCA and consider all available remedies.Yours faithfully,Symon MeikleFor and on behalf of ...... Ltd

Date of experience: Aug 21, 2025