The Alternative Investment Platform Investment Guide for EIS/ SEIS/BPR be From the beginning to the end of the process, we offer investors and professional advisors complete financial transparency.

For professional advisers, their clients and high net worth investors onlyThe Alternative Investment Platform Investment Guide 1 Introduction

This guide relates to the Kuber Ventures Alternative Investment Platform for EIS, SEIS and BPR investments and must be read in conjunction with the Platform Guide.

Capitalised terms have their meaning described in the Glossary in the accompanying Platform Guide which should be read in conjunction with this document. This guide is a financial promotion for the purposes of section 21 Contents of the Financial Services and Markets Act 2000. It is issued by 2 Introduction Kuber Ventures Limited, which is an appointed representative of Sturgeon Ventures Limited, which is authorised and regulated 3 Ways to Invest by the Financial Conduct Authority. It is accordingly an exempt 4 Selection of Managers & financial promotion for the purposes of article 16 of the Financial Portfolios Services and Markets Act 2000 (Financial Promotion) Order 2005. 5 Single Premiums Please read this document and all related documentation in their 6 Regular Premiums entirety before making any investment decision, and please also 7 Risks carefully consider whether you should take independent financial, 10 Charges professional, legal or tax advice. You are strongly recommended 14 Amersham Investment to consider the risk warnings commencing on page 7 as well as Management Limited the additional warnings set out in the accompanying Platform 15 AMIM Marechale Odexia Guide. 23 AMIM Goldfinch 25 Seed Mentors SEIS 30 Blackfinch Media SEIS Music Portfolios 34 Blackfinch EIS Portfolios 37 Blackfinch IHT Portlfolios 38 Boundary Capital 42 Sapia 43 Deepbridge 48 Deepbridge Technology 49 Deepbridge IHT Service 52 Cosgrove Hall Fitzpatrick 60 Atlantic Screen Scores EIS 66 Guinness Asset Management 68 Guinness Sustainable Infrastructure EIS 69 Guinness Sustainable Inheritance Planning 73 Rockpool Investments 77 Seneca Partners 82 Seneca Inheritance Tax Service 87 Parties Involved 88 More Information

2 The Alternative Investment Platform Investment Guide More choice, more ways to invest Managers available through Kuber The Managers have been selected to provide a diverse range of strategies covering a wide range of underlying investment opportunities. The following pages describe the current opportunities available through Kuber. The following Scheme are currently available through Kuber:

> Boundary Capital Home Run EIS/SEIS > Guinness Asset Management AIM EIS Sustainable Infrastructure EIS Inheritance Planning > Amersham Investment Management Odexia Consumer Brands Fund Seed Mentors Goldfinch > Seneca Partners EIS Portfolio Service Inheritance Tax Service > Blackfinch Music SEIS Media EIS IHT Portfolios > Rockpool Exit Focused Exciting Growth Next Generation > Sapia Partners Deepbridge Technology Deepbridge IHT Service Atlantic Screen CHF We continually seek to offer new opportunities through Kuber, so please check our website for the latest list of available managers and Schemes. bein safe hands

The Alternative Investment Platform Investment Guide 3 Selection of Managers & Schemes

Based on parameters agreed with its investment committee, Kuber will All managers identify a shortlist of potential Managers and Schemes from a market wide analysis. These parameters have been established following a available selection criteria which are based on a set of criteria widely used by through the other independent bodies from across the wealth advisory industry. The following are examples of the key areas typically considered Platform have > A record of investment in EIS, SEIS or BPR been subject > FCA permissions to a thorough > A commitment to future EIS/SEIS/BPR launches due diligence > In-house investment protocol, key personnel of high process sanding, > Quality levels of service, and fair costs Kuber will, through their internal investment committee proceed to make the final selection and negotiate terms with the selected Managers.

4 The Alternative Investment Platform Investment Guide Subscriptions

You can invest through Kuber a single lump sum, monthly contribuitions or a combination of the two The minimum single lump sum investment is £20,000, with a Minimum Lump Sum minimum investment of £5000 for each Scheme. Any lump sum you invest through Kuber will be held by the Custodian pending £20,000 investment by the Manager or Managers that you have selected. Any additional lump sum investment is also subject to the minimum single premium of £20,000. Minimum Monthly If you wish to invest in BPR schemes the minimum lump sum Subscription £500 investment is £40,000 with a minimum investment of £10,000 per scheme. How will the money be invested? The minimum monthly contribution is £500 per Scheme. You may vary your contributions at any time. If regular contributions are only made for a short period of time to a particular Scheme, then it is possible that a Manager will have to invest all of your subscriptions into a single Investee Company. It is likely that the Manager will also have raised capital from other sources which will be co-invested alongside your Kuber investment.

Your contribution

Held as cash by custodian until the Manager is ready to invest

EIS EIS EIS EIS EIS Scheme 1 Scheme 2 Scheme 3 Scheme 4 Scheme 5

Nominee holds shares on your behalf The Alternative Investment Platform Investment Guide 5 Subscriptions

You will enter into a single Investor Agreement that will regulate your relationship with each Discretionary Manager that you have chosen to invest with. The Discretionary Managers will use their discretion in choosing investments that are suitable and appropriate for you. Some Schemes will be operated as Alternative Investment Funds and for these Schemes your investment will be on the terms set out in the Scheme’s prospectus which will be provided to you by Kuber. Each Manager will endeavour to make sure that each of the Investors in its Scheme(s) is appropriately diversified although this is not always possible. For example, where an Investor’s total subscription to a Scheme is too small, the Manager may not be able to allocate a pro rata investment in each Investee Company.

You will enter into a single Investor Agreement that will regulate your relationship with each Discretionary Manager that you have chosen to invest with. The Discretionary Managers will use their discretion in choosing investments that are suitable and appropriate for you. Some Schemes will be operated as Alternative Investment Funds and for these Schemes your investment will be on the terms set out in the Scheme’s prospectus which will be provided to you by Kuber. Each Manager will endeavour to make sure that each of the Investors in its EIS portfolio(s) is appropriately diversified although this is not always possible. For example, where an Investor’s total subscription to an EIS portfolio is too small, the Manager may not be able to allocate a pro rata investment in each Investee Company. be clear and simple

6 The Alternative Investment Platform Investment Guide Risks

This section details material risk factors that could adversely impact an investment through Kuber. It does not represent an exhaustive list of risk factors nor has it been set out in any particular order of priority.

Investors must carefully consider all of the information contained in this Investment Guide and decide whether an investment through Kuber is suitable for them in light of their personal circumstances, tax position and financial resources.

Potential investors are strongly recommended to seek independent financial and tax advice from suitably qualified professional advisers.

Investment risks The Managers will be investing in unquoted companies that are not suitable for all types of investor > There is generally no external market for the Qualifying Shares > This means it could be difficult or even impossible to realise the investment or obtain accurate performance information > The return on any Scheme will depend greatly on the Manager’s investment performance. Past performance of any Manager is no guide to future performance > The Qualifying Shares will not be listed on the London Stock Exchange. An investment in a Scheme should be regarded as a longer term investment (a minimum of three years) to retain the tax reliefs. Realisation will generally depend on the exit route secured by the Managers > Investments in small or medium unquoted companies by their nature involve a high degree of risk and there is a strong possibility of companies failing. Your capital is at risk and you may not receive back the amount invested or any return > The market value of the shares in an Investee Company may be more or less than the valuation determined by the Manager. You should be aware that the value of an investment in a Scheme and the income (if any) derived from it may go down as well as up > The expected life of each investment is three to five years or more; we can’t guarantee the availability or suitability of a new investment at the end of this time > The returns accruing from cash deposits or money market funds will principally be affected by movements in interest rates > There is a risk that individual managers do not raise sufficient funds to match some or all of your investments in which case your investment may be delayed or have to be reallocated to an alternative manager

The Alternative Investment Platform Investment Guide 7 Risks continued

Tax and regulatory risks Tax reliefs are subject to approval by HM Revenue & Customs in accordance with their qualifying rules which are subject to change from time to time

> It may take considerable time from the date the Qualifying Shares are issued to obtain the income tax relief > Business Relief ( formally known as Business Property Relief) only applies on death and as such Qualifying Shares must be held at this time and must still meet the qualifying requirements > You should be aware that the various tax benefits described in this Investment Guide are based on Kuber’s understanding of the existing tax legislation and HMRC practice. This interpretation may not be correct and it is possible that tax legislation may change in the future, which could adversely affect the performance of any EIS Portfolio and/ or your position > The amount of tax Relief you may gain from subscription to a Scheme depends on your personal circumstances. You are strongly advised to seek independent professional advice in relation to the tax implications of your investment > The Managers will seek to secure tax Relief on all relevant investments made. Tax relief could be withdrawn or modified in certain circumstances and neither Kuber, nor the Managers, nor the Administrator accepts any liability for any loss or damages suffered by you or any other person as a consequence of such relief being denied, withdrawn or reduced > You may lose some or all of the tax benefits derived under the Scheme if you fail to comply with the relevant legislation. Such a situation might arise, for example, if you cease to be a UK tax resident during the Relevant Period or you receive value from an Investee Company, other than by way of an ordinary dividend, in the period commencing one year prior to the issue of EIS Qualifying Shares to the end of the Relevant Period > There is a risk that the Manager may take longer than expected to match investments on your behalf resulting in you qualifying for income tax relief in a later tax year or missing deadlines for CGT deferral relief

8 The Alternative Investment Platform Investment Guide Risks continued

> Where an Investee Company ceases to carry on a Qualifying Trade during the Relevant Period, its EIS qualifying status may be adversely affected. No guarantee can be given that all investments made by the Managers will carry on a Qualifying Trade, or continue doing so, for the purpose of claiming EIS Relief. The Managers will, where possible, implement measures to protect against this risk such as seeking provisional approval from HMRC that each company in which the Manager intends to invest is an EIS Qualifying Company > Any disposal of EIS Qualifying Shares during the Relevant Period will crystallise an obligation to repay the income tax relief claimed in respect of those shares and profits from the sale of shares will be subject to capital gains tax

Other risks > It is possible that Investee Companies may be exposed to exchange rate fluctuations which may affect both the profits of the company and the value of the Qualifying Shares > Qualifying Companies typically have small management teams and are highly dependent on the skills and experience of a small number of individuals > There is no guarantee that Qualifying Investments will be available to re-invest into when investment proceeds are returned to the Administrator > It is possible that a Manager may cease to be authorised to manage a Scheme.

Please also refer to the risk section of the Platform Guide.

The Alternative Investment Platform Investment Guide 9 Charges

The charges that will apply to any investment through Kuber are intended to be clear and simple: First, you may be liable to pay fees to an authorised financial adviser in relation to advice in connection with your investment. On your instruction Kuber will set aside an amount from the money which you subscribe to pay your adviser for the cost of the advice (excluding VAT, if any, for which you remain responsible). The basis upon which payment is made will depend upon the instructions you provide on your Application Form. Initial adviser charges will be deducted from your investment before any money is transferred to your selected Scheme(s). Where you have agreed to pay your adviser an annual fee through the Administrator, sufficient funds to cover 4 years’ fees will be held back and not invested. Please note that the Administrator is only able to settle fees on your behalf for advice from a firm regulated by the Financial Conduct Authority.

An interest in a Scheme via Kuber will incur the following charges > An initial fee of 1.5% of your subscription, which is deducted from your investment > An annual fee of 0.2% of your total portfolio of investments made with capital subscribed through Kuber > An administration fee of £20 per contribution for regular contributions or £100 for single contributions > A transaction fee of £7.50 per investment made > Kuber charges Managers an annual fee of up to 0.5% per annum of funds invested in Schemes for services it provides to the manager > Kuber has, where possible, negotiated reduced fees with Managers to offset the costs associated with investing through Kuber. Generally, this will mean that there is minimal difference in cost between investing through Kuber and investing directly with the Manager The services Kuber provides include arranging ongoing custodianship, administration and monitoring of your investments. Kuber has negotiated fees with Managers for taking responsibility of these services from them unless otherwise identified in this Investment Guide which allows Kuber to keep the annual fees we charge you to a minimum.

10 The Alternative Investment Platform Investment Guide Charges continued

Where the Manager charges investors in its Scheme a fee directly, this fee will usually be reduced for investments made via Kuber. Where the Manager charges a fee directly to Investee companies it will not be possible for this fee to be reduced solely for those investing through Kuber. In these circumstances the Manager will arrange to rebate part of their fee received from the Investee Company to the Administrator’s client account for the benefit of the Investor. This amount can then be returned to you, used to purchase additional shares in subsequent investee companies or applied to fees. Details of the charges levied by the different Managers are outlined in the Scheme descriptions on the following pages. The table overleaf shows the effective cost of investing through Kuber. Where Manager rebates do not cover the ongoing fees in their entirety, the Manager will retain funds to cover fees.

The Alternative Investment Platform Investment Guide 11 Charges continued

Initial charges Annual charges Portfolio (% of subscriptions) (% of Portfolio)

Manager Net Effective cost Kuber Kuber charge rebate or fee investment of Kuber charge reduction

Boundary Capital Home Run 1.5% 98.50% 0.99% 0.51% 0.2%

Atlantic Screen Music 1.5% 98.50% 0.99% 0.51% 0.2%

Deepbridge Technology 1.5% 98.50% 3.45% -1.9% 0.2%

Guinness AIM EIS2 1.5% 98.50% 0.99% 0.51% 0.2%

Guinness Sustainable 1.5% 95.80% 0.99% 0.51% 0.2% Infrastructure EIS

Rockpool Investments Portfolio 1.5% 98.50% 0.99% 0.51% 0.2%

Seed Mentors SEIS 1.5% 98.50% 4.43% -2.87% 0.2%

Odexia 1.5% 98.50% 1.97% -0.44% 0.2%

Goldfinch 1.5% 98.50% 0.99% 0.51% 0.2%

Seneca Partners Portfolio 1.5% 98.50% 0.99% 0.51% 0.2%

Blackfinch Music SEIS 1.5% 98.50% 0.99% 0.51% 0.2%

Blackfinch Media EIS 1.5% 98.50% 0.99% 0.51% 0.2%

CHF Media 1.5% 98.50% 1.49% 0.01% 0.2%

Blackfinch IHT Portfolios 1.5% 98.50% 0.99% 0.51% 0.2%

Deepbridge IHT Service 1.5% 98.50% 3.45% -1.9% 0.2%

Guinness Sustainable 1.5% 98.50% 0.99% 0.51% 0.2% Inheritance Planning

Seneca Inheritance Tax Service 1.5% 98.50% 0.99% 0.51% 0.2%

Flow of funds

Initial subscription Administrator’s Client Investee £ £ Scheme £ Account company

£ £ £

Reduced Kuber charge and Either/Or Manager fee Bonus Shares Manager fee Adviser charges paid or cash rebate

1All Guinness fees and the rebate are deferred until they can be paid from the proceeds of Investments.

12 The Alternative Investment Platform Investment Guide Sectors & Strategies

Scheme Strategy Sector

Rockpool Exit Focused Project Finance Generalist

Rockpool Next Generation Project Finance Genralist

Goldfinch Project Finance Media

Blackfinch EIS Project Finance Media

CHF Media Project Finance Media

Atlantic Screen Project Finance Media

Boundary Capital Home Run EIS/SEIS Private Equity Generalist/Seed

Deepbridge Technology Private Equity Technology

Guinness AIM EIS Private Equity Generalist

Guinness Sustainable Infrastructure EIS Project Finance Infrastructure

Odexia Consumer Brands Private Equity Retail

Rockpool Exciting Growth Private Equity Generalist

Seneca EIS Portfolio Service Private Equity Technology

Seed Mentors SEIS SEIS Generalist

Blackfinch SIES SEIS Media

Blackfinch IHT Portfolios BPR Generalist

Deepbridge IHT Service BPR Renewable Energy

Guinness Sustainable Inheritance Planning BPR Infrastructure

Seneca Inheritance Tax Service BPR Secured Asset & Bridging

Project Finance Strategies invest in companies specifically created to carry out an EIS qualifying trade by the fund or portfolio.

Private Equity Private Equity style EIS portfolios will invest in companies which are not directly connected to the Scheme.

The Alternative Investment Platform Investment Guide 13 Amersham Investment Management Limited

AMIM is a specialist investment management firm and fund manager Manager Overview founded by two former principles of Tradepoint Stock Exchange (which as a UK Recognised Investment Exchange in 2001 became, as Virt-x, part of the Swiss Stock Exchange). The firm is regulated by the Financial Conduct Authority as an investment advisor and fund manager. The Manager has also appointed an investment advisory committee which will review and undertake due diligence in respect of all potential investments made by the Portfolio. The Manager will have the right to approve or decline any investment proposals put forward by the Investment Advisory Committee.

Amersham Investment Management Ltd (“AMIM”) was founded in Who are AMIM? 2009 by Paul Barnes and Michael Waller-Bridge for the main purpose of developing investment management and support services with regulated businesses. After researching their identified market need, AMIM was subsequently authorised in 2011 as an FCA regulated investment management firm and fund operator with FRN 507460 and is organised to provide Regulated Operator services to corporate advisory firms and Investment Management services in respect of EIS and SEIS funds. AMIM, authorised and regulated by the Financial Conduct Authority, thus provides services in the structure, establishment and operation of fund investment schemes which can include VCT, EIS and SEIS funds and once capital has been raised for a particular fund, to undertake the investment management and operation of the fund for its duration and termination. What AMIM AMIM work with other professionals to provide a “best of breed” independent service in the management of the Fund. AMIM has its own says about highly defined strategy for success, which doesn’t automatically mean a themselves carry in the investors’ returns. Their approach and willingness to also use external but “known” resources enables AMIM Funds to benefit from an extensive, detailed pool of knowledge and experience providing good insights into prospective investee companies, and the ability to conduct highly valuable, cost- effective commercial due diligence and if an investment is made to provide sound ongoing advice to portfolio investments through to exit.

14 The Alternative Investment Platform Investment Guide AMIM Marechale Odexia Portfolio

The Scheme offered on the Kuber platform will be managed by Amersham Overview Investment Management Limited (“AMIM”) (“The Manager”). The Scheme is structured as an Alternative Investment Fund and the Fund Prospectus can be found at amim.co.uk The Manager will also appoint a relevant experience-led advisory panel which will review and undertake due diligence in respect of all potential investments made by the Scheme. The Manager will have the right to approve or decline any investment proposals put forward by the advisory panel. Investments will be made predominately in new ordinary shares of UK Qualifying Companies and by providing monies for capital substitution. To reduce the risk of investing in smaller companies the investment Approach will be to concentrate the Fund’s focus through targeting:.

EMERGING CONSUMER AND LEISURE BRANDS, which have the opportunity to scale significantly. Brands where Odexia and Marechale can provide experience and contacts to accelerate growth, build brand equity and add significant value.

> EARLY AND LATER STAGE BUSINESSES, but not start-ups. Businesses which have current revenues of not less than £1 million, but typically much higher, in the preceding 12 months with no over reliance on one revenue stream or customer (so no single customer accounts for more than 40% of an Portfolio company’s revenues at the date of investment)

> HIGH GROWTH - Businesses with substantiated revenues showing high growth (already achieving or with a potential growth rate in excess of 30% per annum). Future growth at a similar or faster rate. Future forecasts underpinned by assumptions that can be ratified in the due diligence process

> GOOD MANAGEMENT TEAMS - Backing exceptional entrepreneurs and management teams, who value partnership

> Origination The Manager has entered into an agreement with Marechale Capital plc (the “Investment Adviser” or “MAC”), under which Marechale Capital has agreed to act as Investment Adviser to the Fund, in partnership with Odexia. The partnership between Odexia and Marechale Capital provides the Fund with the opportunity to invest in high growth emerging consumer and leisure brand businesses which would not normally be available to private investors

The Alternative Investment Platform Investment Guide 15 AMIM Marechale Odexia Portfolio Continued

Odexia was founded by Carl Atkinson. Carl has worked as a Director and CEO at some of the UK’s most respected and fast growing consumer goods businesses. Currently he originates deals for Private Equity firms with a clear focus on food/drink & health/beauty. His current and previous NED, Chair & Advisory roles include: LDC Private Equity, Pukka Herbs, Radical Skincare, DECIEM, The Organic Pharmacy, Bodyism, BeautyMART, Cognolink, Ark Skincare, Santhilea & Seventh Generation. In readiness for the launch of the Odexia Consumer Brand EIS Fund, Carl has assessed and met dozens of fast growing consumer brands and assessed each for fit with the Fund’s focused investment criteria. This should enable the funds to be invested in a shorter timeframe than is typically achieved by other funds. Carl has relationships with a large number of UK and US based Private Equity funds and trade buyers that make for natural acquirers of businesses in which Odexia Capital invests. The Marechale team has extensive experience in advising, investing, and raising capital for high growth companies and with these complementary skills and experience is a good Investment Adviser partner for Odexia. Marechale will be responsible for raising funds for the Fund, providing assistance to Carl Atkinson in sourcing, screening and negotiating investments for the Fund, preparing investment recommendations for the Investment Advisory Committee, and preparing half yearly and annual reports on the investments. This will free up Carl’s time to focus on sourcing, monitoring and assisting Investee Companies. The Fund will take a long-term view on the Investee Companies and Exit Strategies will aim to only look at the possibility of facilitating an exit from an Investment after it has been held for at least three years, thereby ensuring, wherever possible, that the Investment has met one of the key qualifying conditions necessary for Investors to obtain the relevant tax reliefs. However, there may be occasions where an earlier sale is a commercially sensible decision. It is anticipated that most exits from Qualifying Investments in portfolio companies will take place after they have been held for four years though some could take longer depending on market conditions and the nature of the Investee Companies.

16 The Alternative Investment Platform Investment Guide AMIM Marechale Odexia Portfolio Continued

The Fund anticipates that the options for investors to exit an Investee Company Exits may include the following: > An independent company purchases the intellectualproperty rights of the Investee Company at price determined by an independent valuer > A sale or part sale of the Investee Company > The purchase by the Investee Company of shares held by shareholders > The introduction of new investors (not EIS investors, who just buy new shares) to the Investee Company > The reduction of the Investee Company’s share capital > The voluntary liquidation of the Investee Company or the sale of the Investee Company’s assets and subsequent distribution of proceeds to shareholders

The Alternative Investment Platform Investment Guide 17 AMIM Marechale Odexia Portfolio Continued

In addition to best practice and generally accepted commercial principles, Specific Risk the Fund will adopt the following key mitigation strategies for its Investee Mitigation Companies. The Fund’s investment strategy includes investing in the Strategies following: > EMERGING CONSUMER AND LEISURE BRANDS, which have the opportunity to scale significantly. Businesses that have developed brands which have strong brand characteristics such as; clear focus, unique positioning or products, disruptive strategies and the opportunity to scale significantly

> PREDOMINANTLY INVESTING IN FOOD, DRINK AND BEAUTY/PERSONAL CARE BUSINESSES, where Odexia and Marechale have the most experience and contacts to accelerate growth, build brand equity and add significant value

> EARLY AND LATER STAGE BUSINESSES, but not start-ups. Businesses which have current annual revenues of not less than £1 million, but typically much higher, with no over reliance on one revenue stream or customer (so no customer accounts for no more than 40% of an Investee Company’s revenue at the date of investment)

> HIGH GROWTH - Businesses with substantiated revenues showing high growth (The business can demonstrate an annualized growth rate in excess of 30% per annum). Future potential growth at a similar or faster rate. The future forecasts are underpinned by assumptions that can be ratified in the due diligence process

Specific Risks relating to Consumer brand based businesses Specific risks relating to Consumer Brand businesses which prospective investors should consider carefully beforemaking an investment decision in the Fund, include, amongst others, the following > Demand for consumer goods is vulnerable to changes in fashion. Fashion and consumer demand change continually over time. In order to maintain and grow revenues Investee Companies will need to adapt and develop their offerings to changing fashion and consumer demand. There is no guarantee that Investee Companies will be able to do this or that their strategy, product development and marketing will achieve profitable results > Proprietary rights and trademarks may be important to the success of Investee Companies and their competitive position. Investee Companies may seek to protect their proprietary rights through a combination of copyright, trademark and patent laws, trade secrets, confidentiality procedures and contractual provisions, which afford only limited protection

18 The Alternative Investment Platform Investment Guide AMIM Marechale Odexia Portfolio Continued

> There is no assurance that Investee Companies can commercially protect their proprietary rights or that other third parties will not independently acquire substantially equivalent or superior knowledge, design around the products of Investee Companies, copy aspects of the products of Investee Companies or obtain and use the proprietary information of Investee Companies > It cannot be assessed with certainty how long a period of time it will take for new operations (e.g. new product lines, distribution channels, outlets and geographic territories ) developed by Investee Companies to become profitable. There can be no assurance that the estimated costs and revenues associated with each new operation will be accurately forecasted or time lined > Although Investee Companies may have been successful in developing new operations in the past, for them to reach the required criteria; there is no assurance that they will continue to be able to do this. Operations overseas involve different commercial, regulatory, financial, foreign exchange and other risks and there can be no guarantee that the historic results of Investee Companies in helping them reach the Fund’s investment criteria can be repeated in new geographic markets > Investee Companies may be affected by loss or damage to any goods they import, and will be vulnerable to other risks including war or civil unrest in the countries from which products sold by them are sourced > The past performance of any asset (such as a restaurant site) acquired by Investee Companies is no guarantee of future performance of that asset > The food and drink sector is regulated. There is no assurance that new legal or administrative interpretations or regulations under applicable jurisdictions, will not result in administrative burdens, increased costs, or have other adverse consequences on Portfolio Companies operating in the food and drink sector > Adverse changes in the market place (whether relating to the actions of competitors, changes in the consumer market, changes to government regulations or changes to other market conditions) could adversely affect the viability and financial performance of Investee Companies. The ability to implement the business strategy of Investee Companies successfully may be adversely impacted by factors outside the Directors’ control that they cannot foresee, such as technological, legislative or regulatory change

The Alternative Investment Platform Investment Guide 19 AMIM Marechale Odexia Portfolio Continued

In addition to best practice and generally accepted commercial Specific Risk principles, the Fund will adopt the following key mitigation strategies Mitigation for its Investee Companies. The Fund’s investment strategy includes Strategies investing in the following: > EMERGING CONSUMER AND LEISURE BRANDS, which have the opportunity to scale significantly. Businesses that have developed brands which have strong brand characteristics such as; clear focus, unique positioning or products, disruptive strategies and the opportunity to scale significantly.

> PREDOMINANTLY INVESTING IN FOOD, DRINK AND BEAUTY/PERSONAL CARE BUSINESSES, where Odexia and Marechale have the most experience and contacts to accelerate growth, build brand equity and add significant value.

> EARLY AND LATER STAGE BUSINESSES, but not start-ups. Businesses which have current annual revenues of not less than £1 million, but typically much higher, with no over reliance on one revenue stream or customer (so no customer accounts for no more than 40% of a Portfolio company’s revenue at the date of investment).

> HIGH GROWTH - Businesses with substantiated revenues showing high growth (The business can demonstrate an annualized growth rate in excess of 30% per annum). Future potential growth at a similar or faster rate. The future forecasts are underpinned by assumptions that can be ratified in the due diligence process.

> UK BASED BUSINESSES OPERATING PREDOMINANTLY IN THE UK, to minimise currency risk, unknown/risky markets and ensuring proximity between Odexia, Marechale and the Investee business.

20 The Alternative Investment Platform Investment Guide AMIM Marechale Odexia Portfolio Continued

Specific Risk > GOOD MANAGEMENT TEAMS - Backing exceptional entrepreneurs and Mitigation management teams, which value partnership Strategies > PREDOMINANTLY EIS ELIGIBLE BUSINESSES - Predominantly the Fund will invest in EIS qualifying investments. Investment in EIS qualifying shares benefit from income tax relief of up to 30% and income tax loss relief of up to 45%. These tax reliefs, when applied together and under certain circumstances, may provide total tax reliefs of up to 61.5% of the original investment amount, and thereby could reduce the amount of investment losses on EIS qualifying investments for relevant investors to 38.5p for every £1.00 invested

Investment Fee How do The Manager will collect and administer a fee of 5% on the total Amersham and Subscriptions made by Investors to the Fund on the initial close and any subsequent close of the Fund. Of this amount up to 100% will be Odexia charge for recovered as an arrangement fee from each of the Investee Companies their services pro-rata to the investment made by the Fund into the Investee Company

Launch and establishment charges The expected fee for the launch and establishment of the Fund is 1% of total subscriptions raised subject to a minimum payment of £40,000. The launch and establishment fee will be recovered as an arrangement fee from each of the Investee Companies pro rata to the investment made into such Investee Company by the Fund. Of this amount a minimum fee of £12,750 will be paid to the Manager; the Manager’s fee will rise by 0.5% of the total subscriptions raised above £5M.from each of the Investee Companies pro rata to the investment made into such Investee Company by the Fund. Of this amount a minimum fee of £12,750 will be paid to the Manager; the Manager’s fee will rise by 0.5% of the total subscriptions raised above £5M.Administration Fee: 2% per annum of the amount invested in the Investee Company, will be payable by the Investee Company on an annual basis, payable quarterly in advance. Of this fee, 1% will be payable to the Manager and 1% payable to the Investment Adviser. Performance Fee: This will amount to a 20% performance fee on realised amounts in excess of aggregate Subscriptions made to the Fund net of expenses. Other Fees: The Manager considers there may be additional costs, to be agreed in advance, which may be payable by Investee Companies including Fund administration, custodian fees, due diligence, abort fees and any other reasonable fees incurred in managing the Fund.• The Manager’s annual fee is payable for a period of five years from the close of the Fund.

The Alternative Investment Platform Investment Guide 21 AMIM Marechale Odexia Portfolio Continued

How do The fees and charges described above are exclusive of VAT, which will Amersham and be charged as applicable. Odexia charge for Please note Up to 100% of the total investment fee and launch and establishment fees or charges set out above, will not be payable their services directly from Investors’ Subscriptions as these will be payable by the Investee Companies. Where fees and costs are payable by the Investee Companies and not by Investors in the Fund directly, they will, in effect, reduce the returns generated by the Investee Companies for Investors. For investments in AMIM Odexia fund through Kuber, the manager will make a payment of an additional 2% commission of the amount invested in companies to Kuber for the services provided by the Kuber Multi Manager Platform. Kuber has instructed the Manager to redirect these payments in the form of cash to you via the Administrator.

22 The Alternative Investment Platform Investment Guide AMIM Marechale Odexia AMIM Goldfinch Portfolio Continued Portfolio

What AMIM says AMIM believe that this approach helps the Firm both to better investment about themselves decisions and to more effectively manage these investments. The principals behind AMIM have many years’ breadth and depth of experience in dealing with smaller unquoted companies and a track record in delivering results, both in pure financial terms as well as other qualitative measures. AMIM offer a particular understanding of the requirements of the smaller unquoted business as the principals are themselves business builders.

How AMIM Key criteria: describes their > To focus on experience in the chosen sector: Investments will not be made in companies where the Fund Manager has not assessed and is investment confident of the suitability of the investee companies management to process be up to the tasks required and that they have been provided with the information required to review and consider in detail the various hurdles and objectives needed to create a successful business in each case. The Fund Manager’s directors have been working actively, at all management and director levels, with a broad spread of SME companies for over 25 years and can call on an extensive group of other experienced business practitioners. > To ensure there are strong exit strategies: Investee companies will need to demonstrate a credible exit strategy in order to satisfy the Fund Manager’s exit criteria. A trade sale, or outright sale of assets and IP from within the company is the most usual form of exit in this sector and AMIM will need to be convinced there is likely to be strong competition from a variety of trade buyers. Whilst EIS shares must be held for at least 3 years to maintain the EIS tax breaks, experience shows that the best exits sometimes take longer to achieve. The Fund should therefore be viewed as a 3-5 year investment in order to achieve its full exit potential. > To avoid adverse gearing: The Fund will seek to restrict investee company debt to modest levels on an ongoing basis, typically not more than 40% of the total funding requirement of the business needs, or where the Portfolio Company is an asset backed business, debt levels will be no more than 70% of loan to value, with accompanying debt service levels being paid from operating cash flows. As a matter of principle, the Fund intends to keep a tight rein on all debt ensuring that positive cash flows, when derived by the business, are used to pay down debt wherever possible.

The Alternative Investment Platform Investment Guide 23 AMIM Goldfinch Portfolio Continued

> To focus on keen entry prices: Capital measures for SME’s in the film How AMIM industry are always difficult to access. The sector expertise and pipeline describes their arrangement with Nyman Libson Paul Film LLP, (“NLPF”) should enable investment process good terms to be negotiated with investee companies, thus creating good upside potential for investors.

The Fund Manager is well qualified to fulfil the above investment criteria on account of the following: > The Fund’s positioning: AMIM’s pipeline deal-flow agreement with NLPF and in particular the Goldfinch Film brand provides access to proposed transactions in the sales agent sector where the potential investee company will operate. This places the Fund in a good position to use this arrangement in this sector. > Its approach to Portfolio Companies’ management capability: AMIM’s approach is designed so that each potential investment is subject to a high hurdle, both in the detail of the operating plan but also the companies’ management capabilities to both understand and have the experience to overcome barriers to success. This approach is a fundamental step in considering each investment and will be deployed in the due diligence process in each case by AMIM. > ts experience of all market conditions: The principals through their diverse business interests, have operated through a variety of economic cycles and market conditions. Both favourable and adverse conditions have been experienced. Given the UK’s current macro-economic environment, its impact on a portfolio company’s ability to withstand sustained adverse conditions as well as exploit opportunities, which may arise, consequently will be a key element of the Fund Manager’s review and monitoring activities.

24 The Alternative Investment Platform Investment Guide The Seed Mentors SEIS Fund

Seed Mentors Limited Who is Seed Seed Mentors Limited is a privately owned company incorporated in Mentors & England & Wales, dedicated to finding start-up businesses suitable for investment and then supporting them when investment funds have Amersham? been provided.

Seed Mentors Limited Seed Mentors Limited (“Seed Mentors”) both seek out and have many companies approach them for assistance in securing start-up funds.

These companies span the entire spectrum of business activity. To facilitate the funding process, Seed Mentors carry out initial due diligence and with companies they believe merit further consideration, they arrange for them to be interviewed on Seed Mentor pitching days, held at a variety of venues, where their plans are subjected to scrutiny and the key entrepreneurs behind the business are questioned in detail.

It is usual on such days to have accountants and lawyers in attendance What Seed to consider and answer any issues that may arise. Those companies that Mentors pass the pitching day event and the accompanying rigorous process would then be recommended to The Second Seed Advantage SEIS Fund’s Investment Committee for them to finalise checks, make the necessary submission and to seek investment approval by the Investment Manager.

As part of their review process Seed Mentors may put forward conditions to the Investment Committee, which in their opinion should be met prior to investment or as a condition of further funding. In making their recommendation to the Investment Committee, the exact detail of the funding arrangements viz a viz costs, share of equity and the terms under which the management of the proposed investee company work would be considered on a case by case basis.

The Alternative Investment Platform Investment Guide 25 Seed Mentors and Amersham Overview continued

The Investment Manager would consider any recommendations made by the Investment Committee independently and will make the decision as to investment suitability.

Seed Mentors now have over fifty five mentors and actively seek to increase the number so as to provide a comprehensive back up mentoring service for the investee companies in various areas of specialism. Seed Mentors will also nominate a suitable Independent Director separate from the mentors to the investee company. With their contacts to various groups of Angel Investors, Seed Mentors also work with others who may participate or procure co-founders of any equity investments where appropriate.

Seed Mentors may also make arrangements with suitable referrers who can introduce start-up companies. These arrangements may, for example, be with firms of Chartered Accountants.

As part of their review and due diligence exercise, and where it is necessary, Seed Mentors will access any specialists in particular business areas needed to properly assess any applicants.

Seed Mentors is not an FCA authorised firm and will not be providing any investment services or undertaking any regulated activities in connection with the Fund.

Seed Mentors will provide the services of its directors or such other independently and suitably qualified consultants as it procures to provide the mentoring but such persons shall in each case be persons with a minimum of ten years’ experience in their particular discipline or who can otherwise demonstrate professional competence to provide mentoring services.

26 The Alternative Investment Platform Investment Guide Seed Mentors and Seed Mentors and Amersham Overview Amersham Overview continued continued

The fund represents an attractive opportunity to invest with the benefits of How Seed Mentors SEIS Reliefs and CGT reliefs in a number of small businesses in different & Amersham business sectors effectively spreading the risk for the Investor compared to describes its concentrating investment in one business sector alone. investment process Seed Mentors have regular pitching events around the UK where potential companies pitch their business plan. Prior to the events each company submits their business plan which is reviewed by the Investee committee. At the event the potential company meets with the Investment Committee, an Accountant and a Solicitor. This ensures that when their business plan is presented there is a wide range of knowledge to challenge their plans. The investment committee then meet and decide on whether investment into these companies is applicable. More due diligence is completed on those companies that could be invested in.

A recommendation is then made to Amersham based on the above process who reviews a suite of documents concerning the due diligence and the if content with the proposed investment approves it.

The Alternative Investment Platform Investment Guide 27 The Seed Mentors SEIS Fund continued

Seed Mentors will not make any charges directly to you but instead fees How Seed are charged to the investee companies. Mentors charge Initial Fee for their services There is an Initial Fee payable by Investee Companies to Seed Mentors equal to 7.5% of amounts invested in them by Investors through the Fund, out of which the costs of the establishment of the Fund will be paid.

Annual Mentoring Fee Seed Mentors charge a sum equal to 5% of turnover per annum per each Investee Company and a ‘Director’s Fee’ and ‘Other Fees’ as set out below.

Manager’s Fee In addition to a launch fee totalling £7,500 in aggregate payable by the Investee Companies (and apportioned between them) deducted from monies invested into the Investee Companies, each Investee Company will contribute £290 per month towards the Manager’s on-going fee, together with an additional administrative fee of £1,500 when the Manager’s services are terminated.

Director’s Fee Seed Mentors charge a sum equal to 2% of turnover per annum per each Investee Company for the provision of a director to the Investee Company.

Other Fees Investee Companies will pay Seed Mentors additional mentoring fees as Seed Mentors consider necessary of £75 per hour plus VAT after the 20 hours of free advice provided under the Seed Mentors Agreement. These may include due diligence on prospective Investments, audit and reporting, strategic, operational, marketing, financial management and other business, financial and legal advice advisory services on an arm’s length basis. Any reasonable arm’s length expenses and/or transaction fees incurred by the Manager in managing the Fund and/or by Seed Mentors in assisting the Manager shall be reimbursed by Investee Companies. Any dispute as to what constitutes a reasonable arm’s length expense and/or transaction fee will be determined by the Investment Conflicts Committee. The Manager is also responsible for Custodian Fees which will be recharged proportionately to the Investee Companies. The Manager estimates the Investee Companies will incur an aggregate initial Custodian Fee of £3,500 as Receiving Agent and an aggregate annual fee of £8,500. In addition, Investee Companies will pay Seed Mentors 2% of the invoice value of any contract introduced by Seed Mentors and accepted by the Investee Company. VAT will be charged on all fees as applicable.

For investments in The Second Seed Advantage SEIS Fund through Kuber, Seed Mentors will make a payment of 4.5% of the amount invetsed in companies to Kuber for the services provided by the Kuber Multi Manager Platform. Kuber has instructed the managerto redirect these payments in the form of cash to your account on the Kuber Platform. The investment style is entirely holistic, covers the whole of the market and judges each company on its merits and is not sector specific.

28 The Alternative Investment Platform Investment Guide The Seed Mentors SEIS Fund

In addition Seed Mentors, unlike others in this area, gives every company Seed Mentors that approaches it for funding the opportunity to pitch before a review Investements panel and will not exclude a company based purely on the paperwork submitted because it is a fact that there can be some very good ideas that are simply not well expressed in documents but which on presentation become more attractive. In addition the mentoring and support is part of Seed Mentors ethos of investment. The fund is a continuation of the strategy established by the first fund using procedures and processes that have been established for finding and selecting suitable investee companies. Fund Overview Video Now Limited Video Now will focus on working predominantly with film studios (Sony, MGM, Universal etc) in order to release their back catalogue titles as Home Entertainment and selectively, on other platforms including theatrical re-release. Examples of Film Development Company Limited The Film Development Company Limited will focus on the Development Seed Mentors stage concentrating on the creation of intellectual property for the Investments theatrical film industry (cinema). The company will undertake the purchasing of the underlying rights to turn a book into a sellable film production package. The rights that are sold are not merely speculative because the com-pany will sell the rights at a pre negotiated price with a targeted profit margin of 25%. The rights are sold before the production of the film and bear no production risk.

Luxin Limited LUXIN will handle a wide range of entertainment including documentary, music and TV series made by broadcasters and independent producers.Luxin Limited is going to enter the video entertainment market as a supplier of top quality titles on disc (DVD and Blu-ray) digital downloads (DTO/DTR) and selectively, Subscription Video on Demand (SVOD). It will also release movie titles in cinemas. The business will acquire the necessary rights to do so from content owners.

The Alternative Investment Platform Investment Guide 29 Blackfinch SEIS Music Portfolios

The following artists were selected for the first portfolio in the Examples of Blackfinch SEIS Music Portfolios Blackfinch THE KLAXONS related 4 Top 40 singles (including 1 top 10 single), 2 top 10 albums, 1 investments Platinum UK selling album, 1 Mercury Music Prize and countless other awards Klaxons are one of the UK’s most loved musical groups. The last 2 albums have sold a combined total of 370,000 units in the UK alone. The Klaxons’ third album, Love Frequency, was commissioned by one of the Blackfinch Music Portfolio companies and released in June 2014. CARA DILLON An Irish folk singer who has released four solo albums selling over 100,000 records and in 2003 won The Meteor Irish Music Award for Best Female. She performed at the opening ceremony of the 2006 Ryder Cup to a worldwide audience of 500 million. In 2010, Cara narrated the opening sequence and recorded “Summer’s Just Begun” for Disney’s Tinker Bell and the Great Fairy Rescue. Cara also recorded the vocals on a song called “Come Dream a Dream” which forms the closing sequence of the night time spectacular show, Disney Dreams! Cara’s album, A Thousand Hearts, was commissioned by one of the Blackfinch Music Portfolio companies and released in May 2014. PULLED APART BY HORSES A band taken under the wing of Radio One, who have playlisted each of the band’s last 5 singles, Pulled Apart By Horses are one of the UK’s top rock acts. The band are well known for their incredible live show and have released 2 albums through well respected UK indie ‘Transgressive’, selling over 35,000 records. Pulled apart By Horses’ latest album, Blood, was commissioned by one of the Blackfinch Music Portfolio companies and released in September 2014. ANNIE EVE “If you fell under Daughter’s spell in 2013 then you’ll likely be obsessed with Annie Eve in 2014.” – Drowned in Sound Annie Eve is an impressive singer songwriter from London and has an impressive résumé that includes supporting the likes of Daughter, Fionn Regan, Little Green Cars, and more recently Matt Corby on his sell out UK tour. Her debut album, Sunday 91, was commissioned by the Blackfinch Music portfolios and released in August 2014.

30 The Alternative Investment Platform Investment Guide Blackfinch SEIS Music Blackfinch SEIS Music Portfolios Portfolios continued

THUMPERS Loved by BBC Radio One, BBC 6 Music & XFM London 2 piece Thumpers produced their most recent album under the stewardship of David Kosten (Everything Everything, Bat For Lashes) the band have created a glorious kaleidoscopic pop record. Their debut album, Galore, was commissioned by one of the Blackfinch Music Portfolio companies and released in May 2014. The service will focus on the creation and monetisation of recorded Blackfinch music by established artists which will be licensed to, or distributed by investment style major record labels (Universal Music, Sony and Warner Bros). The portfolios access companies that qualify for SEIS relief. Capital will Blackfinch fund only be deployed into companies that have received advanced assurance overview from HM Revenue & Customs that they qualify for SEIS relief. All companies will produce and exploit recorded music, and will secure distribution with a major record label (Universal Music, Sony or Warner Bros). Funding new independent music which has the benefit of major label distribution allows investors to participate directly in the commercial success of the album. The companies are able to secure terms with the major labels because the album has been produced independently. This enables investors to participate in a greater share of the revenues from that album than otherwise would have been possible. Blackfinch works closely with the leading artists’ managers and the major labels to develop attractive opportunities. Investee companies will commission albums from both new and established artists. Established artists have a track record and a known fan base. These are likely to deliver more predictable returns than new, undiscovered artists, but with a lower chance of a breakout success when compared to new artists. Blackfinch will charge an annual management fee equivalent to 2% of capital invested. Blackfinch, company directors or key management will be entitled to a 25% share of distributions from the portfolio investments, subject to the investors receiving 100p for every 100p invested (ignoring tax reliefs). It is expected that 95% of the value of these companies is captured in the first 3 years and held as cash within the company. Blackfinch will contact investors at the end of the three year holding period, to offer the choice of exiting or remaining invested. The portfolio service will follow a blended investment strategy, investing in a portfolio of emerging talent and established artists. The Base Case envisages a return of more than 20% per annum (excluding any Capital Gains Tax benefits), and for the Target Case, a return of more than 40% per annum (excluding any Capital Gains Tax benefits).

The Alternative Investment Platform Investment Guide 31 Blackfinch SEIS Music Portfolios continued

Blackfinch is an established UK provider of capital protected and tax Who is efficient investment solutions. Our philosophy is based on transparency Blackfinch? and simplicity. Our services provide real solutions to real financial planning challenges faced by individuals today. We have been operating in the UK retail investment market since 1992. What Our focus has been primarily on tax efficiency, coupled with capital Blackfinch say preservation, and our track record reflects a growing client base, with group assets under administration and management of approximately about itself £500 million. Blackfinch will not make any charge directly to you but instead fees are charged to the investee companies. The investment manager will charge investee companies an initial transaction fee of 5.5% of the investor’s subscription and a further annual monitoring fee of 2% of the investors subscription for up to 5 years. Both the initial and the annual fee will be charged on a pro rata basis to investee companies. A performance fee of 25% of the distributions above £1.00 per £1.00 How Blackfinch invested, excluding SEIS income tax relief, will be paid to the Investment charges for its Manager. The performance fee will only become payable once £1.00 per services £1.00 subscribed has been distributed to investors. For investment in Blackfinch EIS Media and SEIS Music Portfolios through Kuber, Blackfinch will make a payment of 1% of the amount invested in companies to Kuber for the services provided by the Kuber Multi Manager platform. Kuber has instructed the manager to re-direct these payments in the form of cash to your account on the Kuber Platform. All fees and charges are exclusive of VAT which will be charged where applicable.

32 The Alternative Investment Platform Investment Guide Blackfinch SEIS Music Blackfinch SEIS Music Portfolios continued Portfolios continued

How INVESTMENT STRATEGY Blackfinch The portfolio of investments will comprise albums from established artists. Each of the companies will commission an album from an artist describes its with a track record and a known fan base. investment Each Blackfinch SEIS Portfolio tranche will typically invest in 5 artists’ process albums and each investee company will have a funding requirement of up to £150,000 to record and market an album. COMPANY SELECTION Artists are selected on the basis of selling at least 30,000 albums whilst targeting significantly more. For an album to achieve the ‘breakeven’ figure (and recoup £150,000) it will need to sell the equivalent of 30,000 albums. All artists will be selected by mutual consent: Record label, Ian Brown and the SEIS company (directors: Joe MacCarthy; Rich Cook). INVESTMENT CRITERIA Criteria will be that the artist has a reasonable chance of selling 30,000 albums. The objective criteria are that artist will have had to either: 1. Had a lifetime sales of 50,000 records in the UK (i.e. have an established fan base), or 2. Their last album will have had to have UK sales of at least 20,000 on an independent record label, or 30,000 on a major label. Ian Brown and the record label are dedicating time and resource to the artists and the release. They also only ‘earn’ as the SEIS company earns, so there is partnership/alignment in the fee structure.

The Alternative Investment Platform Investment Guide 33 Blackfinch EIS Portfolios

The service will focus on the media sector and invest in music publishing Blackfinch and television distribution. The portfolio companies target capital investment style preservation by investing in companies underpinned by intellectual property and which have predictable income streams and/or high levels of contracted revenue.

The portfolios access companies that meet the qualification requirements Blackfinch for EIS relief. Capital will only be deployed into companies that have fund overview received advanced assurance from HM Revenue & Customs that they qualify for EIS relief. The entertainment and media sectors are an established and important part of the UK economy, accounting for more than £54bn of economic output which is approximately 4% of GDP. The sector is expected to grow by 3.1% per annum over the next 5 years. The Blackfinch music publishing companies will create and own the music copyright for a catalogue of at least 40 original music scores and soundtracks for different films and television programmes. Each music score will generate publishing royalties. Music publishing royalties are the revenues due to the creator of that underlying intellectual property and are generated from a number of sources.

The Blackfinch Television distribution companies sell the broadcast rights for television programmes on behalf of producers. The companies acquire the distribution rights for those television programmes by advancing money to the television producer which is recovered in first position, along with sales commission and expenses, from the sales of the programme to international broadcasters who license those rights.

Usually, the majority of the revenues will come from one reputable primary broadcaster (e.g. BBC) and are for a known amount which is contracted in advance. These contracted revenues offer an element of capital protection to investors. The remainder of the revenues are from sales to credit-worthy international broadcasters which are not contracted in advance. The level of revenues required to recoup the costs of production from revenues which are not contracted in advance is relatively low compared to the international value of the programmes as assessed by the Blackfinch specialist management team.

34 The Alternative Investment Platform Investment Guide Blackfinch EIS Blackfinch EIS Portfolios Portfolios continued

INVESTMENT STRATEGY The Blackfinch Media EIS Portfolios allow investors to access the attractive tax benefits of EIS by investing into EIS qualifying media companies managed under a capital preservation mandate. The Blackfinch Media EIS Portfolios will invest into two sectors: music publishing and television distribution. Each investee company has a funding requirement of up to £5,000,000 and has received Advanced Assurance from HM Revenue & Customs that they qualify for EIS relief. Our portfolio companies target capital preservation by investing in companies underpinned by intellectual property and which have predictable income streams and/or high levels of contracted revenue. The EIS has a target return to the investor of £1.20p per pound invested.

MUSIC PUBLISHING The EIS portfolios will invest into First Score Music Limited (FSM), a company which will create and own a catalogue of at least 40 scores and soundtracks for different films and television programmes. Those scores are expected to be created within the first year of investing into the company and will be generating revenues from year 2. FSM will effectively create and provide the music score to a film or television producer in return for the publishing royalties derived from that score. The company’s director is Rupert Christie, an experienced composer and music supervisor who was responsible for writing the score for a number of films including Mamma Mia and a number of television programmes, including Band of Brothers. His experience in the market and knowledge of film-makers and other composers makes him well placed to help select film and TV projects for FSM, and also identify composers who may be best suited to a particular film score. The company is also in negotiations with Cutting Edge (www.cuttingedgegroup.com), an established music licensing company based in both London and LA who, in addition to Rupert Christie and the company’s management, will help source deal flow for the company and administer it. Because they are part-based in LA, Cutting Edge are well placed to source opportunities from the independent film production community based in Hollywood and have already sourced more than 20 projects that would meet the mandate for FSM to create the score for. As part of its administration services, Cutting Edge will provide some of the infrastructure for music supervision, monitoring and collection of revenues for music commissioned by FSM. They have significant experience in this sector – they successfully managed film score catalogues worth more than $20m. They have been responsible for the music for films including The Kings Speech and Drive.

The Alternative Investment Platform Investment Guide 35 Blackfinch EIS Portfolios continued

After 3 years, FSM will have built up a music catalogue made up of a portfolio of publishing rights which has a predictable long-tail income stream – effectively generating an annual yield which can be easily valued on the basis of the discounted cash-flows for the purposes of sale or refinance. Because of their predictable revenue streams, the market for the sale of music publishing catalogues is relatively mature and the intention would be to (partially or fully) sell FSM or its catalogue to provide an exit for investors. TELEVISION DISTRIBUTION The EIS portfolios will invest into Back Catalogue Distribution Limited (BCD), a TV distribution company which will acquire the distribution rights for a portfolio of approximately 25 different television projects which meet the investment criteria: > Any programme must be licensed by a reputable primary broadcaster > The majority of BCD’s sales advances (by value) must be contracted in advance > The amount of non-contracted revenues at inception must not exceed 40% of ‘mid’ sales estimates for any project (i.e. equivalent to a 40% LTV, which is a conservative advance rate) as assessed by BCD’s specialist management team

> All projects must be Ofcom compliant (not pornographic or offensive)

BCD’s director is Terry Back (see IC Biog) who, as a Partner of Grant Thornton from 1997 to 2014, led their media team and advised a number of TV distribution companies. His experience in the market and his knowledge of TV producers and broadcasters makes him well placed to help select TV projects for BCD and also identify broadcasters to which the programmes should be sold BCD will provide sales advances to TV producers and will sell the (pre-contracted) primary broadcast rights and some of the ‘core’ territories directly. It will then sub-contract the distribution of the ‘long tail’ of other territories to a sub-distributor who is better placed to undertake that role because of their infrastructure and their relationship with broadcasters in the minor territories. The company is in negotiations with a number of specialist distributors including DCD Rights (http://www.dcdrights.com/) to act as sub-distributor for some of the BCD programmes. Using a sub-distributor will enable BCD to keep its overhead controlled and for it to focus on the larger, more lucrative core territories where the management have an existing relationship with broadcasters. After 3 years, BCD will have a portfolio of approximately 25 projects for which it is acting as distributor. Many of these will be part way through their 18 month revenue cycle and the company will have visibility over self-generated liquidity to provide a cash backed exit for investors without the need for a sale or refinance of the company. We are also able to facilitate longer term investments targeting permanent deferral of CGT and/or business relief as part of an IHT planning strategy. The EIS Portfolio is subject to a 2% initial fee. Further details on fees and charges can be found on p7 of the brochure and p17 of the due diligence.

36 The Alternative Investment Platform Investment Guide Blackfinch EIS Blackfinch IHT Portfolios continued Portfolios

Blackfinch aim to deliver transparent products and services which About offer value to investors, investing into sectors and opportunities which generate real returns. One area in which they deliver these benefits is through their IHT Portfolios, a discretionary service where investors acquire shares in companies which meet the qualification requirements for Business Property Relief. This can deliver a swift two year 100% inheritance tax relief for investors, whilst also enabling them to maintain control over their assets and benefit from the underlying trading activity returns. Through the discretionary portfolio management service, Blackfinch have Investment developed two model portfolios which cater for different client needs, Strategy providing choice and control for investors: Blackfinch Capital Preservation Portfolios

> Target 4% – net of costs and charges — Strong focus on capital protection — Above inflation returns aim to preserve capital Blackfinch Growth Portfolios

> Target 6% – net of costs and charges — Focus on capital protection with enhanced potential upside — Returns aim to create annual portfolio growth The two model portfolios access the same underlying businesses but have different portfolio allocations. This means that portfolios which target growth will have a more predominant focus on businesses which can provide higher returns, while portfolios which target capital preservation will have a more even spread of allocations in businesses which focus more heavily on capital protection in exchange for lower returns. The Blackfinch IHT Portfolios access opportunities that meet the qualification requirement for Business Property Relief and have real businesses at their core. These opportunities are currently in the form of asset-backed lending in residential property development and renewable energy generation. Lending is always done on a first charge basis and all renewables projects are supported by government-backed revenue streams. Their competitive charging structure means that the Blackfinch IHT Portfolios give investors enhanced upside potential. Blackfinch only take How Blackfinch their annual management fee of 0.5% (+VAT) after they have achieved a Charges minimum target return for investors, of 4% or 6%, depending on which model portfolio is selected and portfolio returns above the target return belong entirely to the investor. Investors also have the option of taking a regular payment which is facilitated by a sale of shares. This can be facilitated on a quarterly, half- yearly or annual basis and should investors not need regular payments, they can choose for the returns generated to remain invested for capital growth.

The Alternative Investment Platform Investment Guide 37 Blackfinch IHT Portfolios continued

Initial Fees Blackfinch deduct an initial fee of 2% from the amount invested (after deduction of intermediary fees), to cover the costs of establishing your IHT portfolio. Ongoing Fees Blackfinch charge an annual management fee of 0.5% plus VAT, deferred until you realise your investment, transfer it into a trust, or die. Blackfinch will only take the fee after your investment has achieved the target return for your chosen model portfolio, of 4% or 6%, whichever is applicable. Dealing fee A dealing fee of 1% applies to all investments and withdrawals (after deduction of the Blackfinch initial fee and intermediary fees). Service fee Each of the underlying companies that make up your portfolio will have fees and running costs associated with them. These costs include dealing with all taxation, accountancy, legal and any other professional fees that any normal business is likely to incur. Blackfinch Investments provides these services to the companies for a fixed annual fee of 1.5% plus VAT. The target returns specified are determined after taking account of this service fee and before any annual management fee.

38 The Alternative Investment Platform Investment Guide Blackfinch IHT Boundary Capital Portfolios continued Manager Overview

Boundary Capital was set up in 2009 by Investors and technology Who is entrepreneurs to develop and finance technology businesses. It has Boundary assisted and invested in many start-ups and spin-outs from Universities, Capital? Incubators and Technology Hubs. One of the critical success factors in commercialising technology is the What quality of the management and its early engagement into the ventures. If rigorously qualified executives can be sought and appointed to manage Boundary the spin-outs in an economic and replicable way, and indeed mentor the Capital says ventures before they are spun-out or started, then the ventures stand a far greater chance of success and are significantly de-risked for investors. about itself If these executives also invest their own time and money, then their interests are further aligned with the founders and investors of the venture. As outlined elsewhere, Boundary Capital has partnered with an exclusive network of executives (“the Venturers”) for their specific domain expertise and their track record in working with small businesses. The Venturers are able and willing to invest their own personal funds alongside the ventures. In this way the interests of the parties are aligned as well as reducing the requirement for risk capital. We believe, alternative approaches such as paying market rate fees for the appropriate executive are inferior both in the diminished alignment of interests (even if some ‘sweat’ equity is apportioned as well), the increased investment required, and the due diligence required for investment which is less reliable than due diligence conducted by an experienced executive who has to invest his own funds if the venture is invested. In addition, Boundary Capital also provides commercialisation support and processes to assist with IP development/protection, strategy, business development and finance whilst the venture is in an early stage position and therefore not able to sustain market-rate fees for all of these processes. The support provided by Boundary Capital varies depending on the requirement of the venture. In a university spin-out there is rarely an experienced entrepreneur at the start, whereas in other technology start-ups there may well be an entrepreneur and if they are a first time entrepreneur then they may not be suitably experienced. Whatever the requirements, Boundary Capital will typically install an executive on the Board of the companies in which it leads the investment.

The Alternative Investment Platform Investment Guide 39 Boundary Capital continued

The investment focus is cross-sector (with the exception of capital intensive ventures such as drug discovery) as long as the investee company has revenues or a revenue horizon less than two years away and there is a defensible, commercial advantage compared to the competition as well as a technical one. The manager is looking for viable businesses with some commercial validation, and will not invest in concepts. A key part of the investment process is co-investment validation, i.e. where a Venturer is deployed, they provide the domain expertise and primary commercial validation and they will be required to make a personal investment. They may also earn ‘sweat equity’ i.e. shares based on their time and expertise, which will depend on the stage of the venture and the value they bring to it. While the issue of sweat equity may ostensibly reduce investment returns to the investor upon exit, sweat equity usually reduces the amount of cash burn in the early years of the investment and fully aligns Venturers’ interests. The Venturers receive sweat equity alongside their cash investment. The consideration of sweat equity reduces the cash overhead required for the investee company to operate. The Investment Team at Boundary Capital has over 39 years between Track Record them and have led 60 separate company investments of which 49 have been exited. Of these investments, they have between them raised and managed funds of £23.3 million in aggregate and increased them to a value of £57.4 million.

40 The Alternative Investment Platform Investment Guide Boundary Capital Alternative Investment Fund EIS/SEIS Portfolio

Boundary Capital’s investment style

The Boundary Capital Home Run EIS / SEIS Portfolio is designed to Boundary Capital’s develop and invest in early stage technology businesses by providing portfolio overview experienced executives as well as funding. These executives are selected by domain knowledge and venture track record, and invest personally alongside the Portfolio. Their personal investment aligns interests with other investors and helps keep overheads low. The Portfolio represents an opportunity for UK taxpayers to invest in high-growth technology companies which exhibit disruptive step-change innovations and come with significant commercial potential (the “Home Run”). In addition to the risk mitigants associated with EIS and SEIS relief, the manager intends to further mitigate the investment risk by diversifying the portfolio and adopting an advanced co-investment strategy. The Portfolio has 3 key factors: > Experienced Investment Team with prior track record; > Co-Investment model: The Portfolio looks to only invest alongside ‘Venturers’, sector-experienced executives who co-invest personally and take an active Board role. This strategy is designed both to add value to the investments and to de-risk them; > Blended EIS and SEIS tax benefits providing up to 81% downside mitigation.

The Portfolio has a targeted blended rate of between 70:30 and 50:50 of EIS:SEIS. As an illustration, if the Portfolio were to achieve a targeted 3x return within 5 years at 50:50 SEIS/EIS blend then the overall return to investors including maximum tax reliefs is an average annual return of 55.0% per annum. The Portfolio and subsequent similar Funds are aiming to make between four and twelve SEIS and EIS-qualifying investments each year, of typically £150,000 to £500,000 per investment. The Portfolio Target term is five years, and the manager will seek to dispose of the investments as soon as practically possible after the end of the term while seeking to achieve good value and orderly exits for the investors. Boundary Capital Partners LLP is authorised and regulated by the Financial Conduct Authority.

The Alternative Investment Platform Investment Guide 41 Boundary Capital Alternative Investment Fund EIS/SEIS Portfolio continued

CertiVox is a security software company, providing encryption, Examples identity and key management solutions without the need for third- of Boundary party certificates. The product has many applications for business and government. The business is generating revenues and has also raised Capital’s related over £2.4m from venture capital investors (Octopus Ventures and investments Pentech Ventures) following Boundary’s investment.

Warwick Analytics is a spin-out of Warwick University. The software quickly identifies root-cause-analysis of faults and bottlenecks in production systems. The venture has secured £94,000 in TSB grant funding alongside Boundary’s investment. It has partnerships with Teradata and SAP and is working with initial customers from the automotive and healthcare sectors. Starbon Technologies is a carbon-based, mesoporous material invented at York University. The material has many applications: catalysis, adsorption and purification. The venture has revenues from a number of multinational chemical companies and has secured £97,000 in TSB grant funding. Intelligent Tools is a software and hardware company providing real- time data capture solutions at construction sites for monitoring the time and attendance of personnel, and the movement of vehicles and material. It has revenues from a number of blue-chip construction companies.

There is an initial fee payable to the Manager of 0.5% which has been reduced for investment through Kuber.

An Annual Management Fee of 2.00% will be payable to the Manager. The Manager shall also receive a performance fee, if the realised gain is a positive amount on termination of the portfolio. The performance fee shall be 20% of the amounts realised in excess of £1.00 for each £1.00 subscribed. All fees and costs are exclusive of VAT which will be charged where applicable.

42 The Alternative Investment Platform Investment Guide Boundary Capital Alternative Investment Fund EIS/SEIS Portfolio continued

How Boundary An annual Management fee of 2.00% will be payable to the manager. Capital charges for We credit 1% of the amount invested in shares back to investors from their its services investment via Kuber The Management shall also receive a performance fee, if the realised gain is a positive amount on termination of the portfolio. The performance fee shall be 20% of the amount realised in excess of £1.00 for each £1.00 subscribed. All fees and costs are exclusive of VAT which will be charged where applicable. > No fees to investors 100% of investment qualifies for tax relief > Payable by investee company 5.5% investment fee 2.0% per annum plus £150 per month

> Contingent performance fee 20% of investment proceeds for £1 above £1.10 invested

The Alternative Investment Platform Investment Guide 43 Sapia Partners LLP

Sapia is a private, independent investment management and corporate About Sapia finance advisory firm. The senior team is comprised of highly Partners LLP specialised, senior professionals with expertise in investment banking, principal investments, private equity and private and public debt. The team at Sapia will make the investment management decisions based on the advice from the Investment Adviser, Deepbridge Advisers. Sapia acts as Investment Manger for the following poretfolios:

>> Atlantic Screen Music

>> CHF Media EIS

>> CHF Media EIS/SEIS

>> Deepbridge Technology

44 The Alternative Investment Platform Investment Guide Deepbridge Advisers Ltd

The investment strategy of the EIS favours opportunities emerging from How Deepbridge the application of technologies which serve the environment, particularly with regard to non-fossil fuel power generation. Therefore, all investment describes its proposals, such as onshore wind, are considered within the context of investment their potential economic and environmental benefits. process Investment Exit The successful timing and mechanism of exit from the Investee Company is a critical component in both the selection and the investment performance of the Deepbridge EIS. Identifying the appropriate exit point is dependent on the exit routes available at that time and the risks and opportunities presented by the next stage of innovation. Deepbridge intends to offer Investors a number of options to suit their requirements, including the sale or flotation of Investee Companies to return cash, or the continued management of the Investee Companies to maintain Inheritance Tax Relief. It is envisaged that investment in the Investee Companies will be held for a minimum three years, in accordance with the requirements of the Enterprise Investment Scheme.

The Alternative Investment Platform Investment Guide 45 The Deepbridge Technology Growth EIS

A compelling opportunity for private investors to participate in a Fund overview selected portfolio of actively-managed high-growth technology companies, taking advantage of the significant tax benefits available under the Enterprise Investment Scheme.

The Deepbridge EIS invests in technology growth companies that have a proven technology, clear intellectual property and are operating in a high growth/high value market sector.

The investment objective is to generate tax-free investment returns of £1.60 for every £1.00 invested, after a minimum three year period.

Deepbridge will charge no fees to the investor, thus securing the maximum 100% allocation to the portfolio of Investee Companies.

The portfolio of Investee Companies has been identified, subjected to a rigorous degree of due diligence, and all Investee Companies have received Advance Assurance from HMRC: therefore Investor subscriptions will be deployed with immediate effect.

Deepbridge Advisers invests in a portfolio of actively-managed Investee Companies, offering investors the opportunity to participate in significant capital growth underpinned by proven market demand, and experienced and aligned management teams.

The Deepbridge Technology Growth EIS is focused on investing in high Investment style growth companies that are seeking to commercialise and expand, specifically in three sectors:

>> Eco-innovation: including waste water treatment and conservation, advanced materials, and renewable energy generation technologies

>> Medical technology: such as medical and surgical instrumentation, devices, and diagnostics

>> IT-based technology: particularly Enterprise Application Software and Software as a Service

>> Our investment strategy is summarised below

>> Primary selection criteria

>> Deepbridge employs strict criteria in the selection of Investee Companies

46 The Alternative Investment Platform Investment Guide The Deepbridge Technology Growth EIS

>> A significant market potential with clear and existing market demand

>> Innovation-driven products that have the potential to create new market segments or displace current market offerings

>> Technology-driven businesses with a clear and realistic path to commercialisation

>> Robust intellectual property which may or may not be patented or have patentable IP protection

>> Passionate, energetic and experienced founding team

>> A clear exit strategy to be implemented within 3-4 years

Investment Period

As Deepbridge has already identified the portfolio of Investee Companies, each of which has already received advance assurance from the HMRC for EIS purposes, capital deployment is expected to be immediate. The investments are expected to be held for a minimum three years.

Portfolio composition

The initial portfolio comprises of six identified Investee Companies, each of which possess common attributes of a technology that is disruptive to current technologies, an aligned senior management team, a clear market need and demand, and resilient barriers to market entry.

Stage of Investee Companies

Investee companies are at the pre-commercialisation stage, with high growth potential, cashflow generation in place, and an order book of blue-chip clients.

Capital Growth

The focus of the Deepbridge Technology Growth EIS is to generating significant capital growth for investors over a three-four year period. It

The Alternative Investment Platform Investment Guide 47 The Deepbridge Technology Growth EIS

is not expected that the Investee Companies will pay dividends during the three year EIS holding period. As the Deepbridge EIS is free of fees to the investor, Investors can maximise the tax reliefs available for their investment.

EIS Relief

All of the Investee Companies have received EIS Advance Assurance from HMRC.

Exit

On exit, Deepbridge Advisers intends to offer Investors a number of options to suit their requirements. This will include, but not be limited to, the sale/flotation of the Investee Companies to return cash, or the continued management of the Investee Companies to maintain Inheritance Tax Relief. The Deepbridge Investment Team has invested into a number of EIS- qualifying high growth technology companies including:

Resonant Software: Examples of Resonance Spftware has developed a unique adaptive business process software suite, which enables corporate users to optimise decision- Deepbridge driven, loosely-structured, and human-centric business processes. related Historically, numerous factors such as the sophisticated nature of products, diverse criteria, discretionary decisions, and market investments pressures, all conspire against the efficiency of the prescribed process automation. The solution developed by Resonant Software enables the corporate user to document how they want a specific business operation to function, make the operation function the way they want with the push of a button, and then enable the user to measure the resulting operation in real-time. The Company is currently engaged with a number of clients including Sagicor and TIAA-CREF in the US insurance market. The funds raised will be used to further develop the product into an identified new market area, specifically Governance-Risk-Compliance principally in the Insurance and Banking sectors in the geographical markets of the UK and Europe.

48 The Alternative Investment Platform Investment Guide The Deepbridge Technology Growth EIS

AlgaeCytes:

The Company has developed a proprietary strain of freshwater algae and the accompanying technology process, from which can be derived 99.9% pure Omega 3 and associated fatty acids. The business model of AlgaeCytes Ltd involves the collaboration of the Company with clients such as large foodstuff manufacturers by establishing plants at client sites with a long term contract to service and support the operations at each client and in doing so securing long term tenure of business. As foodstuff manufacturers increasingly seek to exploit this consumer demand, it is reasonable to expect such manufacturers to seek technology to install rather than construct their own. The vast majority of Omega 3 is currently derived from marine algae and fish sources. AlgaeCytes represents a sustainable and taste-neutral alternative to current supply derivations of Omega 3 production.

Sky Medical Technology:

The Company has developed the OnPulseTM technology platform, a technology which has been proven to dramatically improve blood flow (both volume and velocity) and elevate oxygen levels in the blood, with the potential to displace both pharmaceutical and device solutions available on the market today. The initial target applications that Sky is pursuing are Deep Vein Thrombosis (“DVT”) and Sports Injury/Recovery for elite athletes, with additional markets to follow. The OnPulse has received regulatory approval for sales in the EU, Canada and Australia, and is in the midst of device approvals process for the United States. The technology platform has been incorporated into the first generation commercial product, namely Geko, and is currently commercially available in the UK and Australia for DVT prevention and increased blood circulation.

The Alternative Investment Platform Investment Guide 49 The Deepbridge IHT Service

About The Deepbridge IHT Service is a discretionary investment management service that invests in asset-backed renewable energy opportunities that benefit from contractual revenues available under the Renewables Obligation. In doing so, the Service seeks to ensure an enduring focus upon capital preservation, whilst offering the opportunity to receive an annual yield of up to 6%. A cost-efficient estate planning component of an investor’s portfolio, the Service can exempt a portion of the Investors estate from IHT, after a two-year holding period. The Service seeks to invest in Companies whose business models Investment are based on building, acquiring and operating wind and hydropower Strategy renewable energy generation installations. The Companies will rely on proven technologies such that the output of electricity is both stable and predictable, and benefit from long term price support mechanisms mandated by the UK Government, such as index-linked Renewables Obligation Certificates. As it is anticipated that the Companies will engage in the construction of renewable energy projects, they will engage proven engineering, procurement and construction contractors as is normal in the industry. The principal selection criteria for development projects include: Preliminary accreditation for FiTs in place, or full accreditation for ROCs secured; > Full planning permission place; > All environmental licensing secured; > An offer for Grid Connection received; and > Once constructed the project is fully insurable, including loss of revenue. There are no management charges levied on the investor, resulting in 100% How Deepbridge allocation of the subscription? This ensures 100% tax efficiency for investors. Charges Deepbridge fees are paid by the Investee Companies. Deepbridge fees charged to Investee Companies: Initial Fee 5% Annual Maintenance Fee 2%

50 The Alternative Investment Platform Investment Guide CHF Media Fund EIS Portfolio

CHF Media Group Ltd (“CHF”) is the parent company of CHF Entertainment, the production arm of CHF, and is the reincarnation of the Iconic British animation company Cosgrove Hall Films. The original Cosgrove Hall created highly successful animated programs such as Danger Mouse, Cockleshell Bay, Count Duckula, Jamie and the Magic Torch and Wind in the Willows, and produced Fifi and the Flowertots, Postman Pat and Roary the Racing Car amongst many others. CHF's new suite of shows are produced in the UK by a highly talented creative and animation team. CHF fully supports the Government's Animation Tax Credits and use of Enterprise Investment Schemes to fund and monetise CHF's Intellectual Properties through broadcast, digital and organic mediums. CHF Enterprises Ltd (the “Strategic Adviser”) is wholly-owned by CHF Media Group Ltd and is an Appointed Representative of Sapia Partners LLP, FCA number 550103 (the “Manager”). Sapia is a private, independent investment management and corporate finance advisory firm. The senior team is comprised of highly specialised, senior professionals with expertise in investment banking, principal investments, private equity and private and public debt. The team at Sapia will make the investment management decisions based on the advice from the Strategic Adviser. CHF is comprised of a team of directors and senior employees in areas of finance, production, merchandising and licensing. Together they have an unrivalled numbers of years of experience in the family and children’s television industry. CHF were delighted when long-time friend of Cosgrove Hall, Sir David Jason OBE, agreed to come on-board as a voice actor in CHF’s new suite of animated shows. But what is more, Sir David also accepted the invitation to become a shareholder of CHF Media Group as well as personally investing in the shows. The CHF Creative and Commercial Committee (“CCC”) is at the heart of the decision making process and is key to the success of the shows. It is responsible for identifying prospective shows that not only offer excellent family entertainment but also offer the potential to generate significant commercial returns to Investors. The members of the CCC have been selected for their specific skill sets and track records. The CCC is comprised of experts in all areas of family entertainment from the development and creation of content through to financing, production, broadcast distribution, toy creation and licensing. As such, the committee is well-placed to rigorously screen potential shows, including the stress test of the commercialisation avenues, before such shows are transferred to investee companies and recommended to the Manager by the Strategic Adviser for investment into each of the S/EIS shows.

The Alternative Investment Platform Investment Guide 51 CHF Media Fund EIS Portfolio continued

Manchester based Cosgrove Hall was formed in 1976 by Brian Cosgrove What CHF say and his business partner the late Mark Hall. Their enthusiasm and about themselves creative brilliance was immediately recognised, resulting in the studio quickly establishing itself as the leading producer of animated programmes in the UK, creating shows and films that have entertained and are continuing to entertain millions of people all over the world. Over the past four decades, Cosgrove Hall have created or produced such iconic children’s programmes as Danger Mouse, which was regularly watched by 21 million viewers, Count Duckula, The BFG, the Wind in the Willows, Postman Pat and Roary the Racing Car to list just a few. During their illustrious careers, Brian Cosgrove and Mark Hall chalked up over 25,000 minutes or approximately 1,000 episodes of animation and scooped a host of awards including six BAFTAs and two international Emmys. More recently, the success of Cosgrove Hall was highlighted at the 2012 British Academy Children’s Awards when Brian Cosgrove was presented with a special award for his outstanding creative contribution to the industry. In 2011 Brian Cosgrove and Mark Hall came out of retirement to form CHF Entertainment, the production arm of CHF, which has become a creative force to be reckoned with and is now back doing what it does best – producing high quality, imaginative and trusted animated entertainment for children and their families across the globe. The first show was Pip Ahoy!, funded by EIS with a raise of over £4 million. Within the first few weeks Pip Ahoy! reached number one in the ratings and toy, plush and other broadcast and licensing deals quickly followed, continuing the CHF successful suite of shows. The success of Pip Ahoy! has led to the launch of a new slate of shows also to be funded by Seed and EIS.

By investing in CHF shows, an Investor not only has the opportunity to become part of the Cosgrove Hall tradition of creating or producing internationally renowned, original, intelligent and educational animation shows much loved by children – and their parents – but also sharing in the potential of commercial returns enjoyed by the likes of Peppa Pig, Thomas and Friends, Bob the Builder and many other children’s television programmes.

52 The Alternative Investment Platform Investment Guide CHF Media Fund CHF Media Fund EIS Portfolio continued EIS Portfolio continued

CHF will invest in companies which each individually own the intellectual How CHF property rights to a new family entertainment or children’s show describes its originated or developed by CHF. The capital raised will be used to develop, investment produce and monetise the shows. process CHF will invest in a selection of shows, both those in development and production. An explanation of what constitutes a show in development and a show in production is set out below. The success of investee companies will derive from all revenue inflows relating to their intellectual property rights such as broadcasting, licensing and merchandising sales; the potential returns to Investors are not capped and so will be shared pro rata with other investors according to their respective shareholdings. The Creative and Commercial Committee (the “CCC”) is at the heart of CHF and is key to its success. As previously described, it is responsible for identifying prospective shows that not only offer excellent family entertainment but also offer the potential to generate significant commercial returns. Under the Kuber model, investors will be able to invest in EIS shows if their desired strategy is to exit or in a combination of EIS and SEIS shows if their desired strategy is growth. CHF investments in investee companies with shows in production qualify EIS, SEIS and for EIS Relief while investments in investee companies with shows in animation tax development typically qualify for SEIS Relief. credits As a consequence, Investors into the shows should benefit from either a blend of the EIS and SEIS or EIS relief alone and other tax advantages as follows: > between 30% and 50% upfront income tax relief (depending on EIS or S/EIS) > unlimited Capital Gains Tax (CGT) deferral in respect of EIS investments > 50% CGT wipe out in respect of SEIS investments > 100% CGT free gains upon disposal > Loss relief available – assuming an investor has capital gains to invest, an investor risks 13.5p on a £1 SEIS investment and risks 38.5p on a £1 EIS investment > 100% inheritance tax relief provided that investments are held at the time of death and have been held for two years

The Alternative Investment Platform Investment Guide 53 CHF Media Fund EIS Portfolio continued

In addition, it is anticipated that all of the shows in which investment is made will qualify for tax credits under the Animation Tax Credits introduced by the Finance Act 2013. The relief is in effect a 20% rebate on certain qualifying expenditure incurred by each investee company in producing the show. This 20% boost should serve to accentuate investee company profits and reduce any potential losses, therefore further mitigating investment risk. CHF Entertainment, the production arm of CHF, has a team of industry Development, leading animators, artists and other creatives who are employees of CHF production and or independent contractors whose role it is to come up with ideas to be investment considered for development by the CCC. process On occasion, if the concept is strong enough, the CCC will consider proposals from external sources. The CCC will choose the best of these ideas - those with potential for critical acclaim and commercial success - for development and production. Once the CCC has made its decision, CHF Entertainment will transfer any intellectual property rights it owns in these embryonic ideas to a newly incorporated investee company, one for each potential show. Each investee company will have at least one director who is wholly independent of CHF. This Independent Director will be responsible for taking decisions and managing the affairs of the investee company where other directors may have a conflict of interest as a result of their roles within CHF. When referring to a show in development, that show is still at the stage where its concept and characters are being tested and it requires further work before it can be presented to a broadcaster or a digital platform with a view to securing a broadcasting contract. Typically the funds raised under the SEIS for development of such a show would be used for the creation of a show bible, storyboards, scripts and a pilot. Development costs would vary from show to show depending on the type of animation and the complexity of the subject matter. When the CCC decide that a show is ready to go into full production, further funds will be required. Having exhausted its SEIS limit of £150,000, the investee company can benefit from an EIS investment to raise the necessary additional funds. Production costs will vary from show to show but would typically be between £3 to £5 million. It is anticipated that the majority of an Investor’s Subscription Monies will be invested in investee companies with shows in production.

54 The Alternative Investment Platform Investment Guide CHF Media Fund CHF Media Fund EIS Portfolio continued EIS Portfolio continued

To ensure that investee companies’ shows have the best possible chance of success – both critically and more importantly, commercially – each will have access to the full range of CHF’s extensive in-house expertise and support. The price per share at which CHF will invest in investee companies will be determined by how far advanced its show is in terms of its development and production. If a show is still in an incipient state – for example where it has yet to be commissioned by a broadcaster – the risks for an Investor are greater than where a show has already been picked up by a broadcaster or digital media platform. This is the case even when the reliefs under the SEIS are taken into account. To reduce these risks and to give an advantage to those Investors who invest into shows at an early stage, where an investee company’s show is still in development, CHF will invest at a significantly lower share price. The price at which CHF invests will be approved by the Independent Director.

The Alternative Investment Platform Investment Guide 55 CHF Media Fund EIS Portfolio continued

Once an investee company’s show has been produced and an initial Monetisation of broadcast contract has been entered into with a broadcaster or digital the shows media platform, an investee company will aim to generate revenue initially by licensing the broadcast rights to its show on a worldwide basis and by exploiting the ancillary rights. Investee companies could benefit from a diverse set of revenue streams ranging from broadcasting, publishing and gaming to mobile and internet content and merchandising on a global basis, including but not limited to:- > Broadcast distribution > Licensing and Merchandising > Traditional and e-publishing > Mobile and internet content > Music rights > Live shows > Theme parks Investing into CHF provides an exciting and unique opportunity for UK Fund Overview Tax payers to invest in both SEIS and EIS qualifying media production companies whilst also benefitting from risk mitigation in the form of S/ EIS reliefs and Government backed Animation Tax Credits.

> Strong and proven track record: over past 40 years, Cosgrove Why CHF? Hall have produced iconic children’s programmes such as Danger Mouse, Postman Pat, Roary the Racing Car to list just a few > Multi BAFTA and International Emmy award winning creative team > Pip Ahoy! successfully funded in 2013/14 via our in-house EIS offering is now on air on Channel 5’s Milkshake and Cartoonito in the UK every day for 5 years to great media acclaim > Multiple revenue streams from Broadcast and License and Merchandising sales with unlimited investment returns > All shows are produced in the UK and qualify for the Government’s Animation Tax Credits > 100% investment allocation

56 The Alternative Investment Platform Investment Guide CHF Media Fund EIS Portfolio continued

The investment objective is to generate tax-free investment returns of 5 time’s initial net investment after a minimum three year period. CHF will not charge fees directly to the investor, thus securing the maximum 100% allocation to the portfolio of investee companies. The portfolio of investee companies has been subjected to a rigorous degree of due diligence by the CCC and all investee companies have received Advance Assurance from HMRC for S/EIS status. Therefore investments will be deployed with immediate effect. This will enable those Investors that participate in this tax year to claim Income Tax Relief in the 2013/14 tax year.

> Investing in both Seed EIS and EIS qualifying companies Key Features and creating and producing family entertainment content Benefits > Target tax free returns of 5 times net investment, deriving from all revenue inflows relating to the intellectual property such as broadcast sales and licensing and merchandising sales, with unlimited upside and no cap > No subscription deadline > EIS certificates targeted for 4-6 weeks post investment > Focus on investee companies creating content with production team with proven track record, the benefit of government backed incentives and strong sales estimates The Market and potential investment returns A suite of shows with a production budget of just a few million pounds can generate many multiples of this through the sale of ancillary merchandise such as books, toys and games. The value of the UK children’s book market in 2012 was £405 million, representing 14% of the total UK Market. In the UK in 2013, just over a quarter of all sales of toys and models (£730 million out of a total of £2.94 billion) involved products made under license to a marketed entertainment product, such as an animated children’s TV show. The sale of toys continues to be a growing market; pre-school toys grew 12% to £400 million in 2012. The global broadcast brand licensing industry is enormous (in 2009 it was estimated to be worth £115 billion) and the characteristics of animation mean it is well-placed to exploit the market. Indeed, the most successful television brand of all time, The Simpsons, is an animated programme with global DVD and merchandise sales of more than £5.1 billion. Closer to home, Bob the Builder is reported to have generated over £3 billion in global

The Alternative Investment Platform Investment Guide 57 CHF Media Fund EIS Portfolio continued

merchandising and license sales since 1996 and Peppa Pig generates over 150 times its original production budget every year in license sales in the UK alone. Thomas and Friends generates over £200m per year and has done so for the last 14 years. CHF targets a return equivalent to 5 times net investment after a 5 year period, but returns could be many multiples higher. It is important that Investors invest in CHF for capital growth rather than for capital preservation, as there are no guarantees of returns. All of the investee companies will have received S/EIS Advance EIS Relief Assurance from HMRC. In light of the three-year EIS and SEIS holding periods, the Manager will Exits seek to realise the Investments only after they have been held for three years. It is anticipated though that exits will be within 3 to 5 years from the date an investee company’s show is first broadcast. The most likely exit route will be through a trade sale of an investee company though management buy-outs, share buy backs, refinancing’s and liquidation may also be considered as appropriate. CHF will not make any charge directly to the investor but will instead How CHF charges charge fees to the underlying investee companies. This allows for 100% for its services allocation for investors. CHF intends that Investors should benefit from Tax Reliefs on the full amount invested in the shows. For this reason the charges described below are payable by investee companies rather than by CHF by reference to the amount invested in the investee companies. Fund management charges One off fundraising charge – 2.5% of the amount invested in investee companies Annual management charge – 1.75% of the amount invested in investee companies Annual secretarial charge - 0.3% of the amount invested in investee companies For investment into CHF shows through Kuber, CHF will make a payment of 1.5% of the amount invested in investee companies to Kuber for the services provided by the Kuber Multi-Manager platform. Kuber has instructed the Manager to re-direct these payments in the form of cash to an investors account on the Kuber platform. In addition, CHF will pay Kuber 0.5% per annum quarterly in arrears based on funds invested. VAT will be added where applicable.

58 The Alternative Investment Platform Investment Guide Atlantic Screen Scores EIS

EIS Overview Atlantic Screen Scores Limited has been established for the purposes of creating and exploiting intellectual property in the form of original music composed for major internationally released films and television productions. Atlantic Screen Scores will work with producers to create original music for film and television by contracting with established international composers to create these music compositions. Atlantic Screen Scores Limited will exploit the ownership of the copyrights, earning income in the form of copyright royalties collected worldwide from television companies and theatres by the local performing right societies. In order to maximise the income arising, Atlantic Screen Scores Limited will engage Copyright Administration Services Limited to administer the efficient collection of royalties on its behalf. Copyright Administration Services Limited, a wholly owned subsidiary of Atlantic Screen Music Ltd (ASM), and is one of the UK’s leading music publishing administration companies and administers many catalogues owned by third party rights holders. Their experience and management of film and television music and rights is arguably unequalled in the industry, emphasised by the success of their present business, ASM, and by earlier launches of two other companies investing in the production of film scores, Atlantic Screen Composers Limited and Atlantic Screen International Limited The investment objective is to generate tax-free investment returns of £1.76 for every £1.00 invested, after a minimum three year period. Atlantic Screen Music will charge an annual management fee of £80,000 to the EIS Company. A number of the film score investments have already been identified

Investment style The Core Proposition The core proposition of Atlantic Screen Scores is to identify, through its already established client base, and through rigorous due diligence those film and TV scores from which the company can maximise both royalty streams and the underlying asset values. Atlantic Screen Scores will own the intellectual property and music publishing rights in the composed songs and music from origination and will retain ownership of the copyright created. It will collect the broadcast and box office royalties created by way of broadcast and theatrical performances and also exploit the ownership of these music Compositions by way of releasing soundtracks and licensing the music for use on adverts and other synchronisation opportunities that arise

The Alternative Investment Platform Investment Guide 59 Atlantic Screen Scores

Investment style Stable Real Returns Atlantic Screen Scores will mainly invest in bigger budget Hollywood films and TV network driven TV series, where the income streams are easier to predict and the asset values of the library of scores that the company will build up will have greater value. The music earns royalties in perpetuity and therefore will always have a long term value which it is the intention that the EIS Company sell within the next 5 years. Revenue is generated from five main sources: > Cinema box office (excluding USA) – average 0.5% of gross box office value when films are screened; > Broadcast (including USA) – e.g. a broadcast on BBC would generate a £2,000 royalty, a broadcast on ABC (USA) would generate a £10,000 royalty; > Digital downloads of films – e.g. Netflix, iTunes; > Sale of film soundtracks; > Selling music for use in adverts, trailers etc. – typically £2,000 to £25,000 per use. Technology Advances With the proliferation of digital platforms whether they be VOD platforms, TV channels, online digital download sites, they all pay royalties for their music content, and as such, through ownership of the underlying music rights to film and TV projects their income streams continue to grow. Investment Period As Atlantic Screen Scores has already identified a number of film scores it wishes to invest in capital deployment will be immediate, the investments are expected to be held for a period of four years at which point regular royalty streams have been generated and the library of rights invested in can be sold. Portfolio Composition It is planned that the EIS invest in approximately 15 different films and TV projects.

60 The Alternative Investment Platform Investment Guide Atlantic Screen Scores Continued

Capital Growth The focus of Atlantic Screen Music will be to generate significant capital growth over a four to five year period. It is not expected that the company will pay dividends during the three year EIS holding period. EIS Relief The company has already received EIS Advance Assurance from HMRC. Exit Exit will be through sale of the library rights to a major music publishing company. There is a fairly active market in the trade of such rights. The Atlantic Screen Music Team has invested into 2 previous EIS- Examples of qualifying companies. An example appears below: Atlantic Screen Atlantic Screen Investments Ltd: a Company funded through Octopus Music - related Investments that has invested in 19 film and TV scores, targeting a return of 130p for each net 100p invested, an expected IRR of investments approximately 10% from Initial Investment.

Atlantic Screen Music is the manager to Atlantic Screen Scores Ltd, Who Are Atlantic and is responsible for sourcing the investment opportunities and Screen Music? advising the investment manager on the structuring and execution of investments made. Atlantic Screen Music will also advise on the strategic development of the EIS Company throughout the investment period and on the options available to release the investment once the EIS-qualifying three year period has expired. The investment manager will be Sapia Partners LLP (“Sapia”), under FRN 550103. Sapia is a private, independent investment management and corporate finance advisory firm. The senior team is comprised of highly specialised, senior professionals with expertise in investment banking, principal investments, private equity and private and public debt. The team at Sapia includes senior members who will make the investment management decisions based on the advice from the management of Atlantic Screen Music.

The Alternative Investment Platform Investment Guide 61 Atlantic Screen Scores Continued

Atlantic Screen Music management have 50 years+ experience in the Who Are Atlantic field of investment and administration in music royalty copyrights. Screen Music? The Company is chaired by Stephen Orchard, a leading figure in the UK radio industry for over 25 years. He is currently chief executive officer of a UK commercial radio group holding eight station licences. His career in commercial radio has ranged from presenter and programme director to various senior directorship positions in GWR Group plc and GCap Media plc.

The team of Atlantic Screen Music brings together professionals What Atlantic form both film finance and music copyright exploitation, it’s this Screen Music unique combination of skill bases that allows the team to effectively say about evaluate the investment opportunities in this specialised area of music themselves investment. Atlantic Screen Scores Ltd will benefit from the experience gained from the team and the previous EIS companies established by Atlantic Screen Music. We believe that the market for film and TV music exploitation will continue to grow as demand for home entertainment grows, whilst at the same time markets continue to grow in developing countries around the world. A key earner for the company is cinema and year on year the global box office continues to grow.

The due diligence process adopted by the Atlantic Screen Music Team How Atlantic includes: Screen describes Scripts: The scripts of the projects are read professionally and reports its investment provided as to the creative value of the project. process Sales projections: The projections and details of actual distribution licences are reviewed to assist in valuing the likely performance of the projects which itself will help determine the likely music royalty values generated. Production Budgets: A review of the detailed production budgets and especially the music budget will help to evaluate the scale and provide some insight in the likely music values anticipated

62 The Alternative Investment Platform Investment Guide Atlantic Screen Scores Atlantic Screen Scores Continued Continued

How Atlantic Investment Criteria Screen describes > Film must be bonded to guarantee delivery of the final project its investment and ensuring process > No first time directors and producers > Majority to be big budget projects of $20m+ > Top sales agent or studio attached for distribution purposes.

Opportunity Origination Atlantic Screen Music will review over 50+ investment opportunities every year, out of which it will select approximately 15 to invest in. Risk management and value building The Atlantic Screen Music team will monitor the activities and performance of the Investee company on behalf of investors in the EIS. They will also actively monitor the performance and the administration of royalty streams generated by its investments made. Any decisions or actions required in relation to the rights and interests of Investors in the Investee Companies will be taken by Sapia Partners, they will also review the investee company in terms of delivering and monitoring compliance with its business plan. The performance of the Investee Company is measured against milestones to monitor progress. Deviations are promptly identified and addressed with the management team. Effective support of this company, the essence of enhancing value, requires more than reviewing the monthly operating report and attending board meetings. Sapia will engage and interact with Atlantic Screen Music and the Investee Company during their development, maintaining their focus, assisting with strategic, operational and commercial issues and providing hands-on support when required.

The Alternative Investment Platform Investment Guide 63 Atlantic Screen Scores Continued

Investment Exit The successful timing and mechanism of exit from the Investee Company is a critical component in both the selection and the investment performance of the Atlantic Screen EIS. Identifying the appropriate exit point is dependent on the exit routes available at that time and the risks and opportunities presented by the next stage of innovation. Sapia , advised by Atlantic, will look to offer Investors a number of options to suit their requirements, such as, but not limited to, the sale of the Investee Company to return cash, or the continued management of the Investee Company to maintain Inheritance Tax Relief. It is envisaged that investment in the Investee Company will be held for a minimum three years, in accordance with the requirements of the Enterprise Investment Scheme.

Along with the risks identified in the Scheme Guide, please note that Key Risks there are a number of risks specific to the Atlantic Screen Scores Limited EIS fund. Investing in EIS funds is considered to be HIGH risk. The risks listed below are non-exhaustive and there may be further risks yet to be identified: Poor performance of a film at the box office There is a risk that the film will not generate the revenues as initially set-out. This will negatively impact the value of any investment made by the Atlantic Screen Scores Limited EIS fund. This is likely to lead to reliance on broadcast royalties, meaning the investment would take longer to recoup, and for potential returns to be realised. A portfolio of investments will allow diversification to help mitigate the impact this may have. Investing into a film that does not complete If a film does not complete an investment will lose its value. However, as an investment strategy Atlantic Screen Scores Limited EIS fund will only invest in films that are “bonded”. This means an insured guarantee is put in place that the film is made within the budget and delivered by a certain pre-agreed date. Atlantic has a flat one off fee of £80,000 per annum which is levied Charges directly to the investee company.

64 The Alternative Investment Platform Investment Guide Guinness AIM EIS

Guinness AIM EIS 2014 has been established to make investments in Fund overview AIM-listed companies that are eligible for EIS tax reliefs. Investment objective is to provide tax-free investment returns of over £1.30 per £1.00 invested, net of all fees, in addition to £0.30 of EIS Income Tax Relief. This is an Approved Fund for EIS purposes. Therefore, for Income Tax Relief purposes all the Investments will be deemed to have been made on the Closing Date provided 90% of the Subscriptions have been invested by the first anniversary of the Closing Date. Investors will be able to claim Income Tax Relief in the 2013/14 tax year. In addition, as an Approved Fund, the process of claiming EIS Income Tax Relief is greatly simplified. Rather than receiving an EIS 3 certificate for each investment made, Investors will be issued with a single EIS 5 Certificate with which EIS Income Tax Relief and other tax reliefs can be claimed. How Guinness Origination describes The Investment Manager sources Investments through its network of contacts with AIM Nominated Advisers and Brokers. Each AIM its investment company is required to appoint a Nominated Adviser and Broker, process selected from a list of advisers approved by the London Stock Exchange. Guinness Asset Management is an active investment manager in the UK quoted investment market and is well known to the London advisory community. In addition, the Investment Manager reviews the Stock Exchange announcements of upcoming share issues to ensure it reviews all relevant issues. Due Diligence The first stage due diligence of a share issue by an AIM company entails a review of the documentation including any relevant admission document for an IPO, annual report and accounts, corporate literature and brokers’ research. This is set in the context of the sector and the market as a whole to provide the Investment Manager with an initial view of the attractiveness of the investment proposition. Companies that pass the first stage due diligence are invited to present to the Investment Manager and time is spent in meeting and understanding the management team and their approach. Where appropriate, references are taken and site visits made.

The Alternative Investment Platform Investment Guide 65 Guinness AIM EIS continued

Transaction Where the Investment Manager wishes to proceed with an investment, a short form report is circulated to the Investment Committee to review and provide approval. The Investment Committee has the opportunity to question the Investment Manager on their approach and rationale for an investment, and further analysis will be undertaken if required. Monitoring AIM companies are required to publish results half yearly. The Investment Manager will meet with each Investee Company regularly and question management on progress and performance. Exit As the Investee Companies are quoted this provides the Investment Manager with flexibility on exit. The Investment Manager intends to offer Investors a number of options to suit their requirements. This will include the sale of Investments to return cash, continued management of the Investments to maintain Inheritance Tax Relief or reinvestment into a follow-on Guinness EIS fund. All fees are deferred until they can be paid from the proceeds of How Guinness investments to ensure EIS Relief is maximised for investors. At this Charges for its time, Guinness will levy the following fees: services > Initial fee of 2.0% > Annual Management Fee of 1.75% > Performance fee of 20% on returns over £1 per £1 invested For investment in Guinness AIM through Kuber, Guinness will make a payment of 1% of the amount invested in companies to Kuber for the services provided by the Kuber Multi Manager Platform. Kuber has instructed the manager to re-direct these payments in the form of cash to your account on Kuber Platform.

All fees and charges are exclusive of VAT which will be charged where applicable.

66 The Alternative Investment Platform Investment Guide Guinness AIM EIS continued

The Investment Manager will invest in a portfolio of AIM listed companies that it believes will offer capital gain underpinned by sound financial assumptions and robust management teams.

Our investment strategy is summarised below:

Investment Style AIM Companies The Service is focused on investing in companies that are listed on AIM and which will benefit from EIS tax reliefs. In exceptional circumstances companies listed on ISDX Growth Market or pre-IPO companies may be considered for investment, up to a maximum of 20% of Subscriptions in aggregate.

Investment Period The Investment Manager will commence investing from 6 April 2014 and it is intended that Subscriptions will be fully invested within 12 months. The Investment Manager intends to hold the Investments for the EIS Three Year Period.

Diversification The Investment Manager is targeting a portfolio of approximately 10 investments to provide diversification to Investors.

Sector and Stage The Investment Manager will review potential investments across a range of EIS qualifying sectors and will look to have a balanced spread of investments. Investee companies are also likely to be at different development stages, with some early stage businesses with high growth potential and some more mature businesses with more predictable cashflows.

The Alternative Investment Platform Investment Guide 67 Guinness AIM EIS continued

Capital Growth The focus of the Service is on generating capital growth. It is not expected that many Investee Companies will pay dividends during the three year EIS holding period. This will help maximise tax reliefs for Investors as dividends are usually subject to income tax whereas a capital gain realised after the EIS Three Year Period will be exempt from capital gains tax.

EIS Relief Investments will only be made into companies that have received EIS Advance Assurance from HMRC.

Exit On exit the Investment Manager intends to offer Investors a number of options to suit their requirements. This will include, but not be limited to, the sale of the Investments to return cash, continued management of the Investments to maintain Inheritance Tax Relief or sale and reinvestment into a follow-on Guinness AIM EIS fund.

68 The Alternative Investment Platform Investment Guide Guinness AIM EIS Guinness Sustainable continued Infrastructure EIS

Guinness EIS has been established to make investments in UK About Sustainable Infrastructure companies that are eligible for EIS tax reliefs. Investment objective: tax-free investment returns of over £1.15 per £1.00 invested, net of all fees, in addition to £0.30 of EIS Income Tax Relief. Characteristics of Sustainable Infrastructure companies that the Investment Manager expects to invest in: – stable and predictable cashflows underpinned by long term contracts – operating performance that has low correlation with other asset classes – proven technologies to minimise operational risk – creditworthy counterparties for long term supply or sale contracts Investment EIS Qualifying Technologies The core focus of Guinness EIS is to invest in Sustainable Infrastructure Strategy projects. The Investment Manager is targeting investments in companies focused on: – Combined Heat and Power (“CHP”) Generation – Grid Balancing and Reserve Power – Waste Heat Recovery – Waste Management – Unsubsidised Renewables

The Alternative Investment Platform Investment Guide 69 Guinness Sustainable Inheritance

The Guinness Sustainable Inheritance Planning Service has been launched About to help Investors pass more of their wealth onto their family. The Service has no initial fee for advised clients and will make investments into companies that qualify for Business Property Relief (BPR). The Service invests in unquoted Sustainable Energy businesses that qualify for BPR. Guinness Asset Management has built a track record investing into companies specialising in sustainable energy. These companies have attractive investment characteristics: predictable revenues, low technology risk and low correlation with other asset classes. Guinness are aiming to deliver annual returns to Investors of in excess of 5 per cent, which can be accessed through regular redemptions or retained within the Service for capital growth. The investments will be in one or more private companies. Private companies usually qualify for BPR in the UK, which means that Investors can benefit from 100 per cent relief from inheritance tax (IHT) provided the shares have been held for no less than two years at the time of death. Guinness make direct investments on behalf of Investors, so Inheritance Investment Planning Service allows you to retain ownership and control of your Strategy capital. The service has no initial fee for advised Investors. > Sustainable Energy - Subscriptions will be invested in companies that own and operate Sustainable Energy businesses. These projects are characterised by generally long-term, stable, inflation-linked revenues. > UK - Guinness only intend to make investments into companies and assets that are located in the UK. This means that projects operate within the UK’s stable legal and regulatory framework. > Multiple Projects - Diversification will be achieved by investing in multiple Sustainable Energy projects. > Proven Technologies - The Investment Manager minimises technology risk by only investing in projects which use proven technologies that have an established operating history. > Consented Projects - The Investment Manager believes the optimal trade-off between development risk and financial return can be achieved by investing in businesses whose projects have already obtained the required permissions and consents, either before it has started construction or when operational. > Strong Counterparties - The Investment Manager will seek to work with companies whose project developers and construction and contractors have a successful track record of delivering operating projects on time and on budget.

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How Guinness Investment Manager Charges Initial Fee There is no initial fee for advised Investors. The Investment Manager will charge non-advised Investors an initial fee of 3 per cent of their Subscription. Annual Management Charge An Annual Management Charge of 1 per cent of the Net Asset Value of the portfolio charged quarterly in arrears. The Annual Management Charge may be paid by the Investee Companies, and fees to the Promoter will be paid from this. Performance Fee The Performance Fee will be an amount equal to 20 per cent of Investors’ Returns calculated on the excess of their Investment. The Performance Fee is only payable provided returns exceed the Investment Hurdle. The Investment Hurdle is equal to the Subscription through the Service plus a 3.5 per cent annual rate of return. The Performance Fee will be payable on Redemption. Charges to underlying businesses The Investment Manager may also receive some remuneration from underlying companies where they take responsibility for the day-to-day management and monitoring of those businesses. Where applicable, the Investment Manager will charge those businesses up to 1.5 per cent of the Company’s valuation per annum for these services. Custodian The Custodian may deduct fees from your account or from investee companies of up to 0.15 per cent of the value of your investment as an annual management charge and up to 0.275 per cent as a transaction fee. Intermediaries If an Investor makes a Subscription through a Financial Intermediary, the Investment Manager can facilitate the payment of an Intermediary Fee out of the Investor’s Subscription. Value Added Tax VAT will be charged where applicable

The Alternative Investment Platform Investment Guide 71 Rockpool Investments Manager Overview

Rockpool is a private equity investment firm based in London. It sources Who is investments for its network of very high net worth individuals, many of whom are successful entrepreneurs. The firm’s mission is to make private Rockpool? company equity investing as accessible as the stockmarket, helping private individuals to profit from the growth of some of the UK’s best private companies. Rockpool combines the personal service of an investor network, which What Rockpool offers direct access to individual investments, with the scale and delivery says about itself capability of portfolio-building services, which attract committed funds from a wider base of investors. Rockpool is headed by Matt Taylor, who was a driving force behind the growth of Foresight, one of the largest VCT managers, helping to build assets under management to over £400 million.

How Rockpool De al flow Rockpool sources potential deals from the team’s wide contact base and describe its from the Rockpool Network. Many of the Rockpool Network members investment are successful entrepreneurs, whose profile and contact networks attract process companies that are looking for financing. Company selection Investment decisions are made by Rockpool’s investment committee, based on a rigorous due diligence process. This involves multiple meetings with the target’s management team, customer referencing and a full financial and legal investigation, typically taking 3-6 months.

Portfolio management Rockpool typically takes a pro-active role in investee companies’ development. It will have the right to appoint a director, working closely with executive management to ensure that business strategy and exit planning are managed in line with shareholder interests.

72 The Alternative Investment Platform Investment Guide Rockpool Investments Rockpool EIS Manager Overview Portfolio Service

Rockpool’s EIS Portfolio Service makes it easy for you to build a portfolio Rockpool’s of unlisted equities, using the Enterprise Investment Scheme to enhance portfolio returns and reduce risk. overview The Service is designed to be tailored to your needs. You decide how much to commit to your portfolio and how widely you want to diversify your investment. You can also choose between three investment strategies, designed to deliver a range of risk and return. You can change these options at any time, in line with our aim to make Rockpool’s EIS Portfolio Service the most flexible route to tax-efficient investing. We select companies for your EIS portfolio, investing in businesses in a wide range of sectors and at every stage of their development. Our typical EIS investment is £2-5 million of equity into a well-established business with good growth prospects. We guide the companies through the whole process from investment through to exit, and we report to you regularly on their progress.

Rockpool is committed to giving investors and advisers the tools they need to better understand the Enterprise Investment Scheme. That is why we sponsor a specially designed website, which you can find at www.EISGuide.info. Rockpool creates tax-efficient alternative investments for a network of very high net worth individuals. We call this the Rockpool Network. Our Portfolio Services enable a wider audience of private investors to co-invest alongside the Rockpool Network. Many members of the Rockpool Network are successful entrepreneurs, who have made money themselves and know what works. They join the Rockpool Network to share deals and experience and to tap into our flow of attractive unlisted companies. We don’t invest in any opportunity unless Rockpool Network members decide to invest. This informs our decision-making with an enormous breadth of experience, truly focussed on the long-term success of the target company.

Rockpool’s investment style Growth capital and management buyouts across a wide spread of sectors

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There are three investment strategy options. Investors can choose one or Investment combine them. strategies Exciting Growth Designed for investors who see value in smaller companies and are prepared to take more risk in pursuit of higher growth potential. Exciting growth opportunities typically arise when ambitious businesses reach a moment of change. They need capital to establish or cement a competitive advantage, which could multiply investors’ capital by 3 times or more over a 5 year period. With full EIS benefits, this would translate into tax- free compound annual growth of 34% or more. The focus is on capital gains, so exciting growth investments do not usually pay dividends in the first 3 years. Investment returns often depend on a sale of the company, so timing is hard to predict. The average hold period is likely to be 5 years, with some investments exiting sooner and some later. Exciting growth may include start-up companies, but our intention is that most companies will already have significant revenues and will be profitable or close to profitability.

Next Generation Maybe you’re thinking of putting part of your wealth aside for your heirs, but you don’t want to lose control of your assets. Next Generation investments are typically shares with preferential dividend rights in companies which Rockpool believes offer a lower risk profile, based on factors such as consistent profitability, a strong balance sheet or contracted revenues. The focus is on preserving the real value of your capital and saving 40% inheritance tax. A dividend yield of 5% will normally be targeted, equivalent to a pre-tax yield of 7.1% on net cost for an investor who obtains full EIS income tax relief when investing.

Exit Focus This strategy is designed for investors whose focus is on a predictable exit as soon as possible after the 3-year minimum holding period. Assuming that an investment is sold at a cost after a 3.5 year hold period, the 30% income tax relief alone would deliver a 10.7% compound annual return. As with Next Generation investments, Rockpool often uses shares with preferential dividend rights to reduce risk, while selecting companies with a lower risk profile. A mechanism is built into each investment to incentivise the company to deliver an exit for the Exit Focus shares during the 4th year. The focus is on the total return at exit, rather than dividends. Our aim is that investors should receive proceeds of between £1.10 and £1.20 per 70p of net cost, equivalent to between 13.8% and 16.6% compound annual growth respectively.

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Examples Exciting Growth Strategy of recent A specialist installer of commercial kitchens, which also manufactures some bespoke equipment and provides maintenance services. Since 2010 investments a new management team have increased sales by 80% to £18 million, with profits rising to £1.3 million. This team is now buying the business, investing £250,000 personally to support their plan to double sales over the next three years. Rockpool investors are providing £3 million, including £800,000 of EIS-qualifying shares. Assuming that the business is sold after 3.5 years at a valuation representing five times profits, proceeds to investors in the shares would be around five times the net cost of investment.

Next Generation and Exit Focus Strategies A company set up to build and operate a crematorium. Freehold property backing and predictable profits make this an attractive business for investors with lower risk tolerance. Investors received shares with a 5% fixed dividend plus a share of any upside. The company plans to offer to buy back shares at the end of the three-year EIS minimum hold period, giving Exit Focus investors an opportunity to realise their investment with profits. Next Generation investors will be able to keep their capital invested to take advantage of potentially rising income and freedom from inheritance tax.

How Rockpool Charges charges for its Rockpool will not make any charge directly to you or on your portfolio. services Investee companies will be required to pay Rockpool an annual management charge equal to 2.0% of the amount invested. Rockpool will be entitled to receive a performance incentive in the form of an option to subscribe for shares in each investee company. Rockpool may retain for its own benefit any arrangement fees and directors’ or monitoring fees which it receives from investee companies. For investment in Rockpool through Kuber, Rockpool will make a payment of 1% of the amount invested in companies for you to Kuber for the services provided by the Kuber multi-manager platform. Kuber has instructed Rockpool to redirect these payments, in the form of cash, to your account on the Kuber Platform.

All fees and costs are exclusive of VAT which will be charged where applicable.

The Alternative Investment Platform Investment Guide 75 Seneca Partners Manager Overview

Seneca Partners is an independent investment and corporate Who is Seneca? finance business for private individuals, entrepreneurs, companies, funds and trusts. Their team brings together decades of success in providing investment solutions and success for investors. With offices in Manchester, Liverpool, Leeds and Birmingham, Seneca Partners maintains a strong local presence in the SME heartlands and the established, trusted and high quality contact networks of the Seneca Partners team, which includes fellow professionals, funders, investors and SMEs themselves, is critical to the ability of the Seneca Partners team to source the most interesting and compelling investment opportunities.

Seneca Partners Limited is the Portfolio Manager of the Seneca EIS Portfolio Service and is responsible for sourcing suitable investment About Seneca opportunities and advising on the structuring, valuation and execution of these investments, as well as the ongoing management of the Capital portfolio companies post-investment. Seneca advises on the strategic development of investee companies throughout the investment period and on the options available to realise each investment once the three year EIS qualifying holding period has passed.

November 2011 Microvisk Technologies won the Healthcare Project of the Year Award and Redx Pharma was named Start-Up Company of the Year at the prestigious BioNow Biomedical Awards. It showcased the leading biomedical companies in the North West of England. Acceleris completed multiple fundraisings for these businesses under the Investment Scheme.

76 The Alternative Investment Platform Investment Guide Seneca Partners Seneca Partners Manager Overview Manager Overview continued

September 2011 Memsstar was named the 20th fastest-growing technology company in the UK in The Sunday Times Microsoft Tech Track 100 for 2011. Acceleris led an equity fundraising under the Investment Scheme for this company in April 2007; June 2011 RedX Pharma won Knowledge Business of the Year at the Liverpool Daily Post Regional Business Awards; December 2010 RedXpharma won New Technology Deal of the Year award at the Insider North West Dealmakers Awards. Acceleris were lead advisers to RedXpharma and led an equity fundraising under the Investment Scheme for this company in Sept 2010 of £2 million. Advisory Partners Network (“the Network”) The Network comprises successful entrepreneurs, business owners and senior level executives with whom the Seneca Capital team have trusted and long-standing relationships. The Seneca Capital team is able to call upon the knowledge and experience, which exists within the Network, when reviewing new investment opportunities and when managing portfolio investments. Members of the Network share the same passion and enthusiasm as the Seneca Capital team for helping businesses grow and use their contacts and experience to help Investee Companies thrive.

Seneca Capital was formed in 2010 bringing together a first class team What Seneca of finance professionals with over 100 years of combined investment expertise, extensive contact networks and exceptional deal flow. Seneca says about itself Capital has a partnership with EIS specialist, Acceleris, to provide an EIS Portfolio Service for our investors. We have a dedicated team who specialise in private company equity investments targeting companies who can demonstrate sound underlying business fundamentals and strong growth potential. Our focus is on helping established companies to grow and consequently we rarely engage with start-up businesses. Our EIS Portfolio Service targets well managed businesses that can demonstrate established and proven concepts, good balance sheet strength, profits or visibility of profit and cash generation, which are looking to take the next step in their growth phase. The Seneca EIS Portfolio Service is a compelling investment option which combines the significant tax benefits available under the Investment Scheme and the potential for attractive returns. We do not factor tax reliefs into our targeted investment returns and consider each opportunity on its merits regardless of the tax reliefs available.

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Deals are introduced to us through our network of experienced How Seneca professionals, entrepreneurs, corporate contacts and introducers or from describes its a member of the Advisory Partners Network. investment We typically review in excess of 500 investment opportunities, meet process over 200 businesses every year and transact only a fraction of these. The application of strict investment criteria and extensive screening combined with detailed due diligence processes are designed to ensure that only the best investment opportunities are transacted for the Seneca EIS Portfolio Service. Investment Criteria

Many of the investment opportunities that are received do not meet our investment criteria and therefore are not considered beyond initial review phase. The key investment criteria for our Portfolio Service investments are summarised below:

> Attractive growth prospects

> Defensible market position

> Realistic entry valuation expectations

> Strong underlying business fundamentals and management team

> Opportunity to enhance value from improved financial and operational practices and structures

> Exit available between 3 and 4 years

> Ability and desire to transact promptly

Those businesses that meet the majority, or indeed all, of the above Investment Process investment criteria are then subject to our detailed investment process which is designed to identify issues that may not be apparent on initial review.

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An overview of our investment process is included below: Stage one:

Stage one consists of producing a summary of the potential deal including key features, market analysis, possible entry price, exit strategy, potential returns and key Due Diligence (DD) issues. Stage one highlights key concerns with the deal as well as an idea of DD costs and the potential deal structure. The paper is presented to the Investment Committee who either decline the opportunity or consent to investigating the opportunity further and moving to stage two. Stage two

Stage two consists of a full investigation of the investment opportunity, preparation of a full investment paper with DD findings (legal, commercial, management and financial), finalisation of deal structure and agreement of terms. Following a second stage approval from the Investment Committee, a summary of these findings is presented to the Portfolio Manager who then makes the final investment decision. After stage two approval, Seneca Capital move to deal completion followed by post deal ratification. Post deal ratification and on-going management:

This involves six monthly updates to the Portfolio Manager from the Investment Adviser. The Investment Adviser reviews the management information on a monthly basis, monitors any underperformance and manages alignment to the exit strategy. When an exit offer is presented, the entire process is repeated before any sale is agreed or completed.

Investment Process

Those businesses that meet the majority, or indeed all, of the above investment criteria are then subject to our detailed investment process which is designed to identify issues that may not be apparent on initial review. An overview of our investment process is included below: Stage one

Stage one consists of producing a summary of the potential deal including key features, market analysis, possible entry price, exit strategy, potential returns and key Due Diligence (DD) issues. Stage one highlights key concerns with the deal as well as an idea of DD costs and the potential deal structure. The paper is presented to the Investment Committee who either decline the opportunity or consent to investigating the opportunity further and moving to stage two.

The Alternative Investment Platform Investment Guide 79 Seneca EIS Portfolio Service

Seneca’s investment style Seneca is a generalist investor with a focus on SMEs across a wide range of sectors seeking capital to drive their combined growth and expansion. Seneca’s portfolio Stage two service overview Stage two consists of a full investigation of the investment opportunity, preparation of a full investment paper with DD findings (legal, commercial, management and financial), finalisation of deal structure and agreement of terms. Following a second stage approval from the Investment Committee, a summary of these findings is presented to the Portfolio Manager who then makes the final investment decision. After stage two approval, Seneca Capital move to deal completion followed by post deal ratification. Post deal ratification and on-going management

This involves six monthly updates to the Portfolio Manager from the Investment Adviser. The Investment Adviser reviews the management information on a monthly basis, monitors any underperformance and manages alignment to the exit strategy. When an exit offer is presented, the entire process is repeated before any sale is agreed or completed

The Seneca EIS Portfolio Service offers investors the opportunity to build a portfolio of EIS qualifying companies across a wide range of sectors. The investment team believes that a healthy and dynamic base of SMEs is crucial to a modern, fully functioning and balanced economy. As the UK continues to recover from the global downturn, SMEs have an increasingly important role to play in driving growth, opening new markets and creating jobs.

Moreover, these SME companies are currently struggling to access Examples the finance they require to portfolio the continued growth of their of Seneca’s related businesses from traditional sources. This in turn increases the volume and quality of investment opportunities that the team sees; this investments enables them to ensure that only what they consider to be the very best companies with the strongest management teams and strongest growth potential receive investment from the Portfolio Service. With a presence in Manchester, Leeds and Birmingham, Seneca is represented in the UK’s SME heartland; this ensures a steady flow of deals from extensive local networks of entrepreneurs and professionals. Additionally, a significant number of investments come to Seneca as off-market opportunities which often lead to a more attractive entry price for investors in the portfolio service.

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The Seneca Growth Capital EIS portfolio was closed in July 2012. Examples Included below are details of some of the EIS qualifying investments of Seneca’s related made by that portfolio which should help prospective investors understand the type of investments that will be made by the Seneca EIS investments Portfolio Service. Project Groundwater Investment Date: October 2012

Business Description A rapidly expanding, established, facilities management company based in the North West of England providing a wide range of services including cleaning, grounds maintenance and repair works to its increasing client base.

Investment Synopsis As a result of the working capital portfolioing requirements associated with a major contract win, the company was seeking an equity investment in return for a minority equity stake. The investment has been used to portfolio the continued growth of this highly scalable business. Exit Strategy The new contract has started and the business continues to pursue its organic growth strategy and focus on improving margins and cost control to drive enhanced profits. The strategy to build the business over the 3 years following investment before seeking an exit remains on track. Project Woodwater Investment Date: September 2012

Business Description An established and profitable business headquartered in the North West of England specialising in damp proofing, waterproofing, timber preservation and wall stabilisation with a network of regional service branches across the country.

Investment Synopsis The business had recently been acquired by its management team from its PLC parent and a minority stake was taken in the firm to portfolio the further geographic expansion of the business.

Exit Strategy The business continues to trade profitably and expansion options are currently under consideration. A trade sale remains the most likely exit route.

The Alternative Investment Platform Investment Guide 81 Seneca EIS Portfolio Service continued

Examples Project Isowater Investment Date: December 2012 of Seneca’s related investments Business Description A drug development company based on a patented technology switching platform. The business model develops improved versions of existing blockbuster drugs and licenses them prior to the clinical trial stage.

Investment Synopsis The company is going through a high growth phase and looking to expand its existing facilities and increase capacity which provided the opportunity to acquire a minority stake in the company.

Exit Strategy The company continues to generate an enviable pipeline of candidate programs which are characterised by demonstrably lower risk parameters, greater speed in development and a strong flow of licensing opportunities that is filling the global pharma productivity gap. A sale of the business or our minority stake to a larger operator in this sector who is attracted to the businesses knowhow and intellectual property remains the most likely exit route. The following represent examples of investments made by Acceleris and members of the Seneca Capital team in previous roles:

Metronet (UK): Acceleris led multiple EIS investment rounds in the business between 2007 and 2011. The business was sold to LDC in 2012 delivering returns to Acceleris EIS investors in excess of 6x their original investment.

Carluccios: Senior members of the Seneca Capital team led multiple EIS Investment rounds in the business between 2002 and 2005. The business floated on AIM in December 2005 at 94.5p per share, valuing the company at £53.6 million delivering investor returns of up to 15x of their original investment. Mears: Senior members of the Seneca Capital team led the acquisition of the business for £1.5 million in 1996, and simultaneously floated the business on AIM at a £2 million value. Mears now employs more than 13,000 people, has an annual turnover of almost £600 million and as of October 2012 had a market cap of c£260 million. The investors who supported the initial purchase (investing via EIS) have made a return of up to 25x over the investment period. Floors 2 Go: Senior members of the Seneca Capital team led an acquisition of the company from the exiting vendors who wanted 100% cash out.

82 The Alternative Investment Platform Investment Guide Seneca EIS Portfolio Service continued

Whilst running the acquisition process, a plc board and team of advisers were assembled to run a parallel IPO process. A pre-IPO EIS fundraising round of £8 million was concluded to support the transaction at 12p per share, with the business then being floated within 2 weeks of acquisition at 48p per share. Investors exited on a sale of the company to Alchemy at 40p cash per share delivering a 3.3x money multiple to Pre- IPO investors. Debt Free Direct: Senior members of the Seneca Capital team were introduced to the company when it employed just 10 people and immediately recognised the appeal of the business model to the stock market and arranged a pre IPO finance round. The company raised seed expansion capital at 9.6p per share under the EIS and a broker, nomad, advisers and plc board were introduced as part of the float process. The company floated in December 2003 at 40p per share, and the share price is currently 70p having been to 550p. The company has grown to become one of the largest operators in the sector employing 440 people and generating adjusted operating profits of c.£4 million in 2011. How Seneca There is an initial fee payable to the Portfolio Manager of 1% which has charges for its been reduced for investment through Kuber. An Annual Management Fee of 2% will be payable to the Portfolio services Manager. There will be no Annual Management Fee charged after the fourth anniversary of the date of the subscription with the Portfolio Manager continuing to manage any investments that have not been realised by this point without charge.

An administration/custodian charge of 0.50% per annum is also payable.

Further the Portfolio Manager will defer any Annual Management Fee and it will only become payable upon realisation of any portfolio investments - rolling up the Annual Management Fee in this manner removes the requirement for a portion of an investor’s subscription to be retained in cash to cover the Annual Management Fee. A Performance Fee equivalent to 20% of the realised returns in excess of the Investor’s original subscription will be payable to the Investment Adviser The Investment Adviser retains the right to charge arrangement, exit and monitoring fees to the Seneca EIS Portfolio Service investee companies. All fees and costs are exclusive of VAT which will be charged where applicable.

The Alternative Investment Platform Investment Guide 83 Seneca Inheritance Tax Service

The Seneca Inheritance Tax Service (IHT) Service is designed to provide a About simple and effective solution for investors. Seneca are looking to deliver both competitive returns and protect investors’ assets for the long-term whilst mitigating the impact of inheritance tax on the value of the estate. Investment Using existing tax legislation on Business Property Relief (BPR) and our long standing experience in running fully secured conservative Strategy lending strategies, Seneca Partners has created the Seneca Inheritance Tax Service (SITS). This is a simple, low-cost solution to the issue that allows you to retain ownership of your assets and still maximise the IHT relief you receive. The Seneca Inheritance Tax Service is a discretionary investment management service that will invest in one or more companies whose shares qualify for BPR. Two years after making an investment into SITS we anticipate the shares held in these companies will qualify for BPR, resulting in their value being reduced to nil for UK IHT purposes and therefore not subject to Inheritance Tax. How Seneca What are the initial charges associated with SITS? There is an initial fee of 2% (plus VAT) of the sum invested into SITS Charges which is payable by the Investor to the Portfolio Manager. Subject to agreement between the Investor and his adviser or intermediary and where instructed to do so, a further fee of up to 3% (plus VAT where applicable) may be paid to an Investor’s adviser or intermediary from an Investor’s subscription. The subscription less the initial charges will be the amount invested into the BPR Qualifying Company.

What are the ongoing charges associated with the Service? Subject to agreement between the Investor and his adviser or intermediary and where the Portfolio Manager is instructed to do so by the Investor, a fee of up to 1% per annum (plus VAT where applicable) may be paid to an Investor’s adviser or intermediary by the Portfolio Manager to reflect management time allocated to the ongoing monitoring of the investment on behalf of the Investor. This payment will be by agreement between the Investor and the adviser and will be paid from the redemption of the appropriate number of shares held by Investors in the Service.

What are the costs at the BPR investee company level? Each Qualifying Company will be responsible for its own running costs incurred in the normal course of business. An annual monitoring fee of 1% (plus VAT where applicable) is payable to the Portfolio Manager and in addition to which, the Portfolio Manager will provide the services of its employees, whether directly or indirectly (including by secondment) to a Qualifying Company, and may re-charge the costs of employment of such employees to the Qualifying Company.

84 The Alternative Investment Platform Investment Guide Seneca Inheritance Tax Service continued

An aggregate amount will be invoiced by the Portfolio Manager for providing the services of its employees to the Qualifying Company together with the costs of any of the Portfolio Manager’s employees directly employed by the Qualifying Company. This excludes however the costs of any non-executive directors appointed by the Qualifying Company, and, for the avoidance of doubt, the fee payable pursuant and other running costs incurred in the normal course of business, will not exceed 2% (plus VAT where payable) per annum of the aggregate amount invested in that Qualifying Company by Investors

The Alternative Investment Platform Investment Guide 85 Parties involved

The organisation’s latest Promoter regulatory status can be checked on the website Kuber Ventures Limited, for the FCA register at 25 Sackville Street www.fca.gov.uk/register London, W1S 3AX Company Number; 8693809 Kuber Ventures Limited, FCA registration number; 574987, is an appointed representative of Sturgeon Ventures LLP which is authorised and regulated by the Financial Conduct Authority (registration number; 452811).

Administrator and Custodian Woodside Corporate Services Limited 50 Mark Lane, London EC3R 7QR Company Number; 06171085 Authorised and regulated by the Financial Conduct Authority (registration number; 467652). Nominee WCS Nominees Limited 50 Mark Lane, London EC3R 7QR Company Number; 06002307.

EIS Managers Amersham Investment Sapia Partners LLP Deepbridge Advisers Management Ltd 134 Buckingham Palace Road Herons Way 27–28 Poland Street London SW1W 9SA Chester Business Park, Chester London W1F 8QN Partnership Number; OC354934 CH4 9QR Company number; 66974140. Authorised and regulated by the Authorised and regulated by the Financial Conduct Authority CHF Enterprises Limited Financial conduct Authority (registration number; 550103). 2 Hurle Road, Clifton, Bristol (registration number; 507460). BS8 2SY Seneca Capital Limited Blackfinch Investment Solutions Ltd 12 The Parks, Haydock, Atlantic Sreen Scores Blackfinch House, Chequers Cls WA12 OJQ 23 High Street, Pewsey, Wiltshire Malvern, Worcs. WR14 1GP Company Number; 07196238 SN9 5AF Company number; 2705948. Appointed representative of Authorised and regulated by the Acceleris Limited which is GoldFinch Financial conduct Authority authorised and regulated by the Regina House, 124 Finchley Road, (registration number; 153860). Financial Conduct Authority London, NW3 5JS (registration number; 207796). Guinness Asset Management Limited Odexia 14 Queen Anne’s Gate, Boundary Capital Limited 46 New Broad Street, London London SW1H 9AA 145-147 St John Street C2M 1JH Company Number; 04647882 London EC1V 4PY Authorised and regulated by the Company Number; 6976674 Financial Conduct Authority Appointed representative of Sapia (registration number; 223077) Partners LLP which is authorised and regulated by the Financial Rockpool Investments LLP Conduct Authority (registration Times Place, 45 Pall Mall, number; 550103). Sapia is the London SW1Y 5JG Portfolio Manager and Boundary Company Number; OC369009 is the Investment Adviser. Authorised and regulated by the Financial Conduct Authority (registration number; 572300). Parties involved For more information

This notice is important and needs your Important Notice / Terms and Conditions immediate attention. Please read the following information carefully as a Reliance on this promotion for the professional adviser. purpose of buying the investments to which this promotion relates may The information contained in this brochure is for expose you to a significant risk of losing discussion purposes only for professional advisers all of the assets invested. and their clients, it is not for Retail Clients. Legal Advisers to Kuber Ventures EIS Portfolios are not suitable for all investors as the Charles Russell Speechlys LLP underlying investments are often illiquid and therefore 5 Fleet Place high risk. Advice should always be sought from a London EC4M 7RD professional adviser prior to investing. Scheme EIS Tax Advisers By proceeding through this brochure you are agreeing PricewaterhouseCoopers LLP to the terms and conditions. For purposes of compliance 1 Embankment Place with the UK Financial Services and Markets ACT 2000 London WC2N 6RH (FSMA), this material is communicated by Kuber Ventures; and the contents of this financial promotion have been approved for the purposes of section 21 of the FSMA by Sturgeon Ventures LLP which is authorised and regulated by the Financial Conduct Authority (FCA) and it has its trading office at Linstead House, 9 Disraeli Road, London SW15 2DR. Kuber Ventures Limited advisors are all regulated by the Financial Conduct Authority and can be found on www.fca.gov.uk/fcaregister Kuber Ventures Limited FRN 574987 is an Appointed Representative of Sturgeon Ventures LLP which are Authorised and Regulated by the Financial Conduct Authority. Kuber Ventures Limited, 25 Sackville Street, London, W1S 3AX Registered number: 8693809, VAT: 175 9290 69.

Kuber Ventures Limited 25 Sackville Street London, W1S 3AX

Call 020 7952 6685 Email [email protected] Visit www.kuberventures.com

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