Syndicate Rules And Disclosure Statement

Syndicate Rules Disclosure Statement

STRIDE RACING CLUB SYNDICATE RULES

  1. Formation
    A Syndicate shall be formed under the New Zealand Thoroughbred Racing Inc. (“NZTR”) Bloodstock Syndication Code of Practice (“COP”) by the Promoter as set out in the attached Disclosure Statement (“the Syndicate”).
  2. Object
    The object of the Syndicate is to lease the thoroughbred horses listed in the Disclosure Statement and race the horses as a recreational pursuit.
  3. Agreement
    Each Participant by ticking the Applicant Acknowledgement after reading the Disclosure Statement on the Stride Racing Club website agrees:
    1. to abide by this Agreement; and
    2. and hereby grants, ratifies and confirms all and singular the powers and authorities given to the Promoter and the Manager by this Agreement and all acts and things already done by or on behalf of the Syndicate.
  4. Participants to abide by this Agreement
    1. The Syndicate shall be governed by this Agreement and the Disclosure Statement (“the Agreement”)
    2. The Parties to this Agreement are the Promoter and the Manager, (named in the Disclosure statement) and each Participant and this Agreement shall apply to all matters relating to the Syndicate and be binding on each party respectively.
    3. This Agreement shall not be altered or repealed except by special resolution of a meeting of Participants duly called and conducted in accordance with this Agreement. Any alteration must not detract from a Participant’s rights under this Agreement or increase the liability of a Participant to make financial contributions to the Syndicate in excess of what could have been reasonably anticipated from the Disclosure Statement.
  5. Signing this Agreement
    This Agreement is deemed to be signed by a Participant if that Participant has ticked the Acknowledgement on the Stride Racing Club website. This shall constitute a binding agreement between the Promoter, the Manager and each Participant.
  6. Composition
    The Syndicate shall comprise those persons who, in accordance with this Agreement, are Participants.
  7. Address
    The address of the Syndicate will be the address of the Syndicate Manager set out in the Disclosure Statement.
  8. Authorised Representative
    The authorised representative of the Syndicate to register the Syndicate with New Zealand Thoroughbred Racing Inc. (“NZTR”) shall be Matthew Cruickshank of Stride Racing (or any replacement Manager or director thereof). The Manager may sign and execute on behalf of the Syndicate and/or any Participant any form or document required by NZTR concerning the Syndicate’s horses or a Participants share in the Syndicate’s horses.
  9. Termination
    1. The Syndicate shall be terminated upon the death or disposal of the last remaining horse, including replacement horses, leased by the Syndicate.

      Or upon 90 days’ notice written notice of termination by the Lessors or Manager.

      Participants can terminate their membership at any time with 90 days’ notice. If the Participant paid the annual fee they’ll receive a refund for the amount of time remaining on their membership, less the 90 days’ notice. Any share of prizemoney earned or Syndicate surplus will also be paid after the notice period.
    2. The Syndicate shall not be terminated upon the death of a Participant or by the bankruptcy of a Participant.
    3. Upon termination of the Syndicate, the assets of the Syndicate shall be converted into cash, and the proceeds less all proper costs, outgoings and any provisions for liabilities divided amongst the Participants in proportion to the number of shares held.
  10. Definition of Participant
    A person shall be a member of the Syndicate (herein referred to as “a Participant”) if that person’s name is recorded in the register of Participants.
  11. Eligibility
    Before a person’s name is recorded in the register of Participants, that person shall:
    1. Confirm they have read and agreed to the terms of the Disclosure Statement set out in the Disclosure Statement
    2. Declare they have attained the age of 18 years, that they are not for any reason prohibited from owning a race horse or prohibited from admission to a racecourse and they are not a person to whom the provisions of rule 411(b) of the Rules of Thoroughbred Racing apply.
  12. Forfeiture
    A Participant’s name shall be removed from the register of Participants and that Participant shall forfeit all rights as a Participant of the Syndicate if:
    1. The Participant becomes a person whom rule 411(b) of the Rules of Thoroughbred Racing apply or for any reason becomes prohibited from owning a racehorse or prohibited from admission to a racecourse; or
    2. The Participant’s regular monthly contributions fall into arrears or the Participant is otherwise in default of his obligations under this Agreement and the Participant fails to remedy the default within 14 days of receiving written notice from the Manager to do so.
    3. The Participant communicates with the Manager, other Syndicate Participants or any affiliates of the Syndicate in a way that is deemed to be offensive. This includes either verbal or written communication or any communication by phone, text message and any form of social media.
    4. The Participant whose name has been removed from the register of Participants under this clause shall remain liable at the suit of the Promoter or the Manager or the Syndicate for the Participants due proportion of expenses to the date his/her name is removed from the register of Participants together with all losses, costs and expenses incurred by the Syndicate on account of the Participants name having to be removed from the register of Participants.
    5. The share of a Participant whose rights are forfeited shall also be forfeited with no refund or share of stakes due to that member. Forfeited shares and any share of forfeit member funds will become the property of the Syndicate Manager.
  13. Share
    The Syndicate’s assets include the Syndicate’s horses (including a Lessee’s interest) and all other property acquired and held by the Syndicate from time to time. Each Participant owns an undivided share as a tenant in common in the Syndicate’s assets determined by the number of Shares held by that Participant as recorded in the register of Participants. Nothing herein shall be taken to constitute or evidence either a partnership or any relationship of principal and agent between the Participants.
  14. Transfer of Share
    A Participant must not mortgage, charge or encumber in any way their Share in the Syndicate to another person. Shares cannot be sold or transferred.
  15. Maximum shares
    The total number of Shares in the Syndicate is set out in the Disclosure Statement.
  16. Address for Service
    The address for service for each Participant shall be the address recorded against each Participant’s name in the register of Participants or such other address of which the Participant concerned may from time to time advise the Manager in writing.
  17. Appointment
    The Syndicate shall be managed by Stride Racing (“the Manager”). The Manager shall be responsible for the affairs of the Syndicate.
  18. Removal
    The Manager may be removed, and another person appointed to act in their place:
    1. By the Promoter; or
    2. By NZTR upon any grounds listed in clause 18.4 the COP. This provision is inserted for the benefit of NZTR and its Board and is enforceable by either or both in terms of the Contracts (Privacy) Act 1982; or
    3. By a special resolution passed at a meeting conducted in accordance with this Agreement.
  19. Good Faith
    The Manager shall, in conducting the affairs of the Syndicate, at all time act in good faith and in the best interests of the Participants. No Manager will be liable for a loss incurred by the Syndicate other than as the result of a Manager’s own dishonesty, or deliberate breach of this Syndicate Agreement.
  20. Duties and Powers
    Duties and powers of the Manager shall include:
    1. To open and operate a separate bank account for the Syndicate
    2. The administration and management of the Syndicate horses with regard to general care, racing, and training.
    3. To meet on behalf of the Syndicate, fees and costs incurred in relation to: training, agistment, veterinary care, shoeing, insurance, gear, nominations, acceptances, track use, jockey’s, transport, management, accounting, record-keeping and all other expenses and costs incurred in carrying on the object of the Syndicate.
    4. The accounting and financial administration of the Syndicate and the keeping of a record of affairs and any other matters which may arise.
    5. Implementation (as required) of all decisions of a meeting called in accordance with this Agreement.
    6. Liaison with all Participants in all matters concerning the training and racing of the Syndicate horses.
    7. Maintenance of an up–to-date communication service to inform Participants of details of any races or trials the Syndicate horses are to participate in.
    8. Liaison with the media as required.
    9. Organisation of meetings of the Syndicate, if any.
    10. Maintenance of the register of Participants containing the names and addresses of all the Participants and the number of shares held by each. The register of Participants shall be kept up to date from time to time reflecting all transfers of shares in the Syndicate and any notified changes of address.
    11. Sole communication and management of the horses racing programme with the Trainer
    12.  The Manager may delegate any of his powers and duties to any person but will remain responsible for the performance of his management obligations.
  21. No Interference
    1. No Participant may challenge or interfere with any decision of the Manager in relation to the performance of his duties other than at a meeting called and conducted in accordance with this Agreement.
    2. All communication with the Syndicate and trainer is via the Racing Manager only and no Participant shall communicate directly and independently with the trainer of the horse on matters pertaining to the training or management of the horse by email, social media, phone or in person unless that member has been officially delegated by the Manager.
    3. Communication between the Manager and Syndicate Participants shall be by email or social media only, not by personal phone calls unless previously organised.
  22. Remuneration
    The Manager shall receive from the Syndicate:
    1. The Manager shall be entitled to be paid remuneration and a marketing and administration fee by the Syndicate as detailed in the Disclosure Statement.
    2. Reimbursement of all extraordinary costs incurred on behalf of the Syndicate, being costs relating to the Manager’s performance of duties with respect to a horse owned or leased by the Syndicate racing at a distant location.
  23. Meetings
    1. No regular, annual, special or other meetings of Participants are required to be held. The Syndicate may pass a resolution without convening a meeting by a Resolution of the Participants (which may comprise counterparts or emails thereof).
    2. A meeting may be held at any time to resolve any matters affecting the Syndicate, if
      1. Called by the Manager, or
      2. (Requested by Participants holding in aggregate not less than a 20% interest in the Syndicate
    3. Notice of Meeting
      The Manager will be responsible for giving written notice of a meeting to all Participants, not less than seven (7) days before the date of that meeting. Meetings shall be held at a place selected by the Manager.
    4. Notice of Motion
      1. At the time a notice of a meeting is given, a notice of motion shall be given in respect of any proposal
      2. A notice of motion shall be signed by the proposer and given to the Manager at least ten (10) days before the meeting at which that notice of motion is to be considered.
    5. Chairperson
      1. The Manager, or another person appointed by the Manager will be the chairperson for the meeting.
      2. The chairperson will appoint a secretary who will be responsible for recording the minutes of the meeting
    6. Voting and Quorum
      1. Except where this Agreement requires a special resolution, decisions will be made by a majority vote.
      2. A special resolution means a resolution passed by not less than seventy five percent (75%).
      3. Each share shall carry the right to one vote in respect of any one decision at the meeting.
      4. Votes may only be cast by Participants present at the meeting or by proxy as provided by the next clause.
      5. The quorum for a meeting shall be Shareholders holding in aggregate at least 30% of the Shares present in person or by proxy. No meeting may proceed without a quorum.
    7. Proxy
      Any Participant who, for any reason whatsoever, is not present at a meeting may cast their vote in respect of any motion which has been duly notified by,
      1. Completing the participant proxy form prescribed by the Manager; and
      2. Submitting that form to the Manager so that it is received by the Manager not less than twenty-four (24) hours prior to the notified time of the meeting; or
      3. Arranging another Participant to deliver that form to the chairperson at the time of the meeting.
    8. Decisions binding
      All decisions made at meetings of Participants, duly called and conducted in accordance with this Agreement shall be conclusive and binding on all Participants, the Promoter and the Manager.
  24. Administration
    1. The Manager will be responsible for the accounting and financial administration of the Syndicate and the keeping of complete and proper records of the activities and affairs of the Syndicate.
    2. As soon as is reasonably possible after Balance date, but not in any event more than 5 months after the balance date, the Manager shall provide to each Participant Financial Statements that comply with Generally Accepted Accounting Practice.
    3. The Financial Statements shall be audited if required by a resolution of the Participants or otherwise by or pursuant to the COP.
  25. Balance date
    The financial year for the Syndicate shall commence on the date of the Disclosure Statement and end on the last day of the 12th month following. Thereafter, each corresponding 12 month period.
  26. Contributions
    1. Each Participant shall make monthly contributions as set out in the Disclosure Statement.
    2. Monthly contributions shall be charged to Participants’ credit card each month on the day that they joined the Club & Syndicate
    3. The amount of the monthly contribution shall be:
      1. Each Participants due proportion of expenses incurred or estimated to be incurred by the Syndicate as notified from time to time by the Manager; or
      2. Such other amount as may be determined by the Manager; and
      3. The monthly contributions shall bear interest at 15% per annum calculated daily from the due date to the date of payment.
    4. Unpaid contributions or other monies payable by a Participant or former Participant shall be recoverable from the Participant or former Participant at the suit of the Promoter or the Manager.
  27. Insurance
    It is acknowledged that horses leased by the Syndicate will not be insured by the Syndicate but by and for the benefit of the Lessor.
  28. Payments to Participants
    1. All money, other than prize money held by the Syndicate, being money that in the opinion of the Manager is in excess of the amount required to meet day to day outgoings ordinarily covered by monthly contributions by Participants, may at the discretion of the Manager, be distributed to Participants in accordance with their Shares in the Syndicate;
    2. The Manager is entitled to set off any money owed to a Participant by the Syndicate against any money owing to the Syndicate or the Manager by the Participant. This entitlement arises at the date the money is owed and applies despite the subsequent bankruptcy, receivership or liquidation of a Participant.
    3. No distribution shall take place under this clause unless the amount to be distributed in respect of each Share is at least $50 or less at the Manager’s discretion or if a final distribution.
  29. Travel Fund
    1. Any amount received by way of prize money may be used for the establishment and maintenance of a contingency fund of up to $5,000 to cover future travel expenses relating to racing the horses outside the region where trained and subject to approval by the Syndicate a fund of an amount to be decided by the Syndicate to cover travel expenses to Australia;
    2. If, at any time following the establishment of the travel fund, the Manager determines that the travel fund will not be required, the Manager may, in his discretion, abolish the travel fund and arrange for any money in the travel fund to be distributed to Participants.
  30. Trophies and Awards
    All trophies and awards determined, at the sole discretion of the Manager, as suitable for allocation to Participants shall be allocated to one or more Participants in a manner determined by the Manager in his sole discretion. Replicas can be made at shareholders expense, if shareholders would like a copy.
  31. Complaints
    Any Participant who has cause to make a complaint about any matter relating to the Syndicate, including decisions or actions by the Manager should in the first instance raise their complaint directly with the Manager or with other Participants at a meeting duly called and conducted in accordance with this Agreement. The Participant or the Manager must immediately notify NZTR of any complaint relating to the Syndicate that is of a serious nature.
  32. Dispute Resolution
    1. If any dispute shall arise between parties in relation to this Agreement or any matter arising out of this Agreement including the interpretation thereof, the dispute shall be referred to a consultant acceptable to the Parties.
    2. Should the Parties not be able to agree on a consultant within ten (10) Business Days of the date of notice of dispute either of the Parties may request the President of NZTR to nominate an appropriate person or persons (having regard to the matters the subject of dispute) to determine the matters under dispute and the Parties hereby agree to accept as consultant the person so nominated.
    3. The consultant who has been agreed upon or appointed shall act as an expert and not as an arbitrator and his or her decision (including any decision as to costs) shall be final and binding upon the Parties.
  33. Definitions and Interpretation
    In this Agreement, unless the context requires otherwise:
    1. “Agreement” means this Agreement including the attached Disclosure Statement;
    2. “COP” means the code of practice as set out at appendix two of the New Zealand rules of racing administered by NZTR;
    3. “NZTR” means New Zealand Thoroughbred Racing Inc.
    4. “Syndicate” means the Syndicate established by the Agreement.
    5. Words and expressions defined, and references construed, in the COP (sections 1.1 and 1.2) and not otherwise defined or construed in this Agreement have the same meanings and constructions when used in this Agreement.

DISCLOSURE STATEMENT

STRIDE RACING CLUB SYNDICATE

Name of Promoter: Matthew Cruickshank

Address of Promoter: P.O Box 133228, Eastridge, Auckland

Manager or Directors: Matthew Cruickshank – Stride Racing

Bankers: BNZ

  1. Business Plan Objective

    The Stride Racing Club (SRC) Syndicate will race three horses on lease as a recreational activity.

    The horses covered by this Disclosure Statement are of racing age and expected to race in the 2020/2021 racing season.

    The Syndicate will lease 25% of each of the horses with the remaining 75% remaining with the Lessor. There will be 250 members in the Syndicate meaning each member will have .001% leasehold share in each of the three horses. The fractional lease shares are designed to let members get a full owners’ experience and associated benefits at a very affordable cost.

    Prizemoney will be apportioned in accordance with the shareholding, with the Syndicate sharing 25% of net stakes, and members sharing 1/250th of this. After every 12 months members will receive a summary of accounts. If the average balance per member is over $50 once all costs are covered, this amount will be paid to Syndicate members. If not, it’ll be held in account until the end of the next 12 month period. Members’ prizemoney entitlement and monthly expenses (via monthly subscription payment) will be calculated from the day they join.

    $21 (incl GST) of the Stride Racing Club monthly subscription is allocated to the Stride Racing Club Syndicate which covers the racing component of the operation. This is apportioned as follows (GST incl):

    • $11.50 - Standard costs related to training. See more detailed break-down below in clause 5.
    • $8.90 - Management, administration, The Racing Manager App fee – specialist communication platform

    Any funds left over after covering the expenses listed above will be used as a contingency to cover extra costs or as a travel fund to pay any expenses incurred travelling horses outside the region where they are trained.

    All monies collected by the Stride Racing Club Syndicate will be deposited into a bank account specifically opened for the Syndicate.

    Members will have access to standard owners’ privileges on race day, unless otherwise notified, as well as any additional benefits secured with individual racing clubs.

    Members can terminate their membership at any time with 90 days’ notice. If the member paid an annual fee they’ll receive a refund for the amount of time remaining on their membership, less the 90 days’ notice. Any share of prizemoney earned or Syndicate surplus held will also be paid at this time.

    If a horse retires or is deemed to have insufficient ability the Syndicate Manager will attempt to replace it with another horse from the Lessor or another stud. If a replacement can’t be found, per month Syndicate payments will be reduced by $7 (incl GST) per month, per horse.

    Any unsold shares and associated expenses will be covered by Stride Group.

    It is intended for the horses to race and be trained in New Zealand. However, if considered good enough they may be targeted at races in Australia.

    The horses covered by this Disclosure Statement will be trained by Stephen Marsh (Cambridge) and Stephen McKee (Takanini).

  2. Bloodstock
    Name Gimmegoosebumps
    Breeding (Sire / Dam) Rageese / Aroon
    Sex Filly
    Foaling Year 2018
    Microchip Number 985125000107133
    Left Brand Mark S
    Right Brand Mark 160 Over 8
    Leased Bloodstock
    Lessor Windsor Park Stud Ltd
    Term of Lease One year and 8 months
    Right of Purchase (ROP) NO
    If ROP the Exercise Price N/A
    Name Baby Face
    Breeding (Sire / Dam) Savabeel / Baby Shacks
    Sex Mare
    Foaling Year 2015
    Microchip Number 985125000071775
    Left Brand Mark WS
    Right Brand Mark 19 Over 5
    Leased Bloodstock
    Lessor Waikato Stud Ltd
    Term of Lease 8 months with right or renewal
    Right of Purchase (ROP) NO
    If ROP the Exercise Price N/A
    Name To be named
    Breeding (Sire / Dam) Showcasing / Cantana
    Sex Filly
    Foaling Year 2018
    Microchip Number 985125000106365
    Left Brand Mark HF Conjoined
    Right Brand Mark 109 Over 8
    Leased Bloodstock
    Lessor Haunui Farm Ltd
    Term of Lease Two years and 8 months
    Right of Purchase (ROP) NO
    If ROP the Exercise Price N/A
  3. Other material terms and conditions

    If a horse does not show sufficient ability to be persevered with as a racing proposition, at the discretion of the Manager it may be returned to the lessor with 30 days written notice

  4. Upfront Costs and Expenses (all costs are inclusive of GST) until 30 November 2020

    All upfront costs will be covered by the Lessor until the Syndicate is formed on 1st December 2020.

  5. Ongoing Costs and Expenses

    Syndicate Members will pay a monthly fee of $21 (incl GST) allocated from their SRC membership subscription. This amount can be revised with 90 days’ notice if expenses increase over time.

    Below are some of the standard costs (per horse) incurred when horses are in training – subject to change without notice (all costs are exclusive of GST):

      TRAINING FEES: $78.00 per day
      TRACK FEES: $135.00 per month (Cambridge)
      JUMP OUTS: (this includes Jockey) $50.00 per jump out
      FARRIER: (shoes for horses) $160.00 per month
      CHIROPACTOR: (if required) $85.00-$120.00 per visit
      SUPPLEMENTS: $4 per day
      VET SUPPLIES: As required.
      RACE NOMINATIONS/ACCEPTANCES: $250.00 per race but varies
      JOCKEY: $167.00 per ride
      TRIAL NOMINATIONS: (includes Jockey) $162.24 per trial – varies between clubs
      SPELLING FEES: $35.00 - $45.00 per day
      TRANSPORT FEES: This depends on the distance
  6. Insurance Information

    Leased horses are insured by the Lessors and members will not receive any monies received as part of an insurance claim.

  7. Two Valuation Reports

    N/A – Horses leased only.

  8. Veterinary Report(s)

    The veterinary reports are not attached. Copies of the veterinary reports may be obtained by requesting a copy from NZ Thoroughbred Racing (syndication@nzracing.co.nz).

  9. Material Interests and Commissions
    1. Disclosures of any material or pecuniary interests
      None
    2. Confirmation of disclosure of commissions etc.
      None
  10. Standard Industry Risks
    1. Racing
      1. Not all yearlings/prospective racehorses proceed to become racehorses.
      2. There is a significant possibility that any racehorse could injure itself and thereby need a long recuperation period or be unable to race again.
    2. Special Risks or factors attaching to this Offer.
      N/A
  11. Governing Documents

    This Disclosure statement is governed by the attached Syndicate agreement (The Syndicate Rules). Members should read this document and request legal advice if necessary.

  12. STRIDE RACING CLUB SYNDICATE – PROMOTER DECLARATION

    Matthew Cruickshank is an Authorised Syndicator under a Code of Practice administered by New Zealand Thoroughbred Racing Inc. New Zealand Thoroughbred Racing Inc. does not endorse nor does it guarantee the success or otherwise of the offer made under this Disclosure Statement and accepts no responsibility whatsoever for any statements or representations made in this Disclosure Statement or for any loss or liability arising from participation in the offer.

    The Syndicate Promoter, and any Manager appointed by the Syndicate Promoter as stated above, agrees to observe and comply with this Disclosure Statement and any associated Governing Documents.

    Promoter: Matthew Cruickshank
    Signature:

    Date: 1 December 2020

    Manager: Stride Racing – Matthew Cruickshank
    Signature:

    Date: 1 December 2020

    This Disclosure Statement and all related documentation may be inspected at the premises of New Zealand Thoroughbred Racing (106-110 Jackson Street, Petone) or a copy may be requested by writing to PO Box 38 386, Wellington Mail Centre or by emailing syndication@nzracing.co.nz.