Origin Interactive Entertainment Seis Fund
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ORIGIN INTERACTIVE ENTERTAINMENT SEIS FUND INFORMATION MEMORANDUM THIS INFORMATION MEMORANDUM IS DATED 22nd FEBRUARY 2018 IMPORTANT NOTICE THIS NOTICE IS IMPORTANT AND REQUIRES YOUR Any references to tax laws or rates in this IM are subject IMMEDIATE ATTENTION. to change. Past performance is not a guide to future performance and may not be repeated. The value of your If you are in any doubt about the content of this Information investment can go down as well as up and you may lose part Memorandum (“IM”), you are strongly recommended to seek or all of your capital invested. You should consider an advice immediately from an independent financial adviser investment in the Fund as a medium to long term investment. authorised under the Financial Services and Markets Act Investments made by the Fund are likely to be illiquid. 2000 (“FSMA”) who specialises in advising on investment You may not be able to sell your investment. opportunities of this type. Nothing in this IM constitutes investment, tax, legal or other advice by Symvan Investment No person has been authorised to give any information or to Partners or EIS Capital Ltd. Your attention is drawn to the make any representation concerning the Fund other than the section headed “Risks Factors” on pages 21-22. An investment information contained in this IM or in connection with any in the Fund will not be suitable for all recipients of this IM. material or information referred to in it and, if given or made, such information or representation must not be relied upon. This IM is a financial promotion pursuant to Section 21 of the This IM does not constitute an offer to sell or a solicitation FSMA. It is approved and issued by Symvan Investment of an offer to purchase securities and, in particular, does not Partners, which is a trading name of Symvan Capital Ltd (“the constitute an offering in any state, country or other jurisdiction Fund Manager”), New Bridge Street House, 30-34 New Bridge where or to any person or entity to which an offer or sale would Street, London, EC4V 6BJ who are authorised and regulated be prohibited. by the Financial Conduct Authority (“FCA”) FRN 685262 and promoted by EIS Capital Ltd (“the Promoter”), Valhalla House , This IM contains information relating to investment in the Fund. 30 Ashby Road, Towcester, Northamptonshire, NN12 6PG An investment may only be made on the basis of this IM and which is an Appointed Representative of Twigden Asset the Fund Management Agreement. All statements contained in Management Limited who are authorised and regulated by this IM and all views expressed and statements made regarding the Financial Conduct Authority FRN 223678. future events represent the Fund Manager’s and the Investment Adviser’s own assessment and interpretation of information The Investment Adviser to the Fund is Origin Venture Partners available to them as at the date of this IM. No representation Ltd (“the Investment Adviser”), 20 -22 Wenlock Road , London, is made, or assurance given, that such statements or views N1 7GU, Company Registration No. 10025515. are correct or that the objectives of the Fund will be achieved. Prospective investors must determine for themselves what The Fund is an Alternative Investment Fund (“ AIF”) for the reliance (if any) they should place on such statements or views purposes of the Alternative Investment Fund Managers and no responsibility is accepted by the Fund Manager or Directive (2011 /61 /EU). The Fund is investing in SEIS qualifying Promoter in respect thereof. companies in the interactive entertainment and media industries by identifying , making , managing and realising the The Promoter is acting as Promoter in connection with investments and all functions associated with those activities. the Fund and is not acting for anyone else and will not be responsible to anyone other than the Fund Manager. No The Fund Manager, Investment Adviser and Promoter have liability is accepted by the Promoter for the accuracy of taken all reasonable care to ensure that the facts stated in this any information, appropriateness of the Fund structure, or IM are true and accurate in all material respects and that there opinions contained in or for the omission of any material are no material facts in respect of which omission would make information from this document. The Promoter is unable to any statement , fact or opinion in this IM misleading . Delivery of give investment or taxation advice or advise on the suitability this IM shall not give rise to any implication that there has been and appropriateness of the Fund as an investment. no change in the facts set out in this IM since the date hereof or that the information contained herein is correct as of any time subsequent to such date. The Fund Manager does not accept responsibility accordingly. This document is not intended to constitute a recommendation or provide advice of any sort to any prospective investor. 2 ORIGIN INTERACTIVE ENTERTAINMENT SEIS FUND IMPORTANT NOTICE The initial funds to be raised pursuant to this offer is less than Notice Concerning Forward Looking Information £4 million. This document is exempt from the requirement to issue an approved prospectus by virtue of paragraph 9, The following paragraphs apply to any target returns, schedule 11A, FSMA. illustrative returns, estimates, beliefs, opinions or similar information in this IM (“Forward Looking Information”). This opportunity is made to qualified investors in accordance This IM contains Forward Looking Information, which is with section 86 (1) (b) FSMA. This IM and the contents thereof subject to inherent uncertainties and qualifications and is is made to and directed at persons reasonably believed to be based on numerous assumptions, in each case whether or such persons as are referred to below and must not be passed on, not identified in this IM. Forward Looking Information is directly or indirectly, to any other person in the United Kingdom: provided for illustrative purposes only and is not intended to serve as, and must not be relied on by any prospective (a) professional clients or eligible counterparties as defined in the investor as a guarantee, an assurance, a prediction or a Conduct of Business Sourcebook (“COBS”) forming part of the definitive statement of fact or probability. Future events and FCA’s Handbook of Rules and Guidance; circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances (b) retail clients who confirm that they will receive advice on the are beyond the control of the Fund Manager and its Advisers. investments referred to in this Information Memorandum from a financial adviser authorised and regulated by the FCA; Some important factors that could cause actual results to differ materially from those in any Forward Looking Information (c) to the extent that the recipient is a retail client who does not include, without limitation, changes in interest rates, taxation fall within category (b) above, only clients falling within the legislation, or domestic and foreign business, market financial, following categories and subject to the condition referred to political and legal conditions. There can be no assurance that below (the “Condition”): any particular Forward Looking Information will be realised, and the performance of the Fund may be materially different i) certified as a high net worth investor in accordance with from the Forward Looking Information. The calculations in COBS 4.7.9R; any Forward Looking Information have been prepared without ii) certified as a sophisticated investor in accordance with a view necessarily towards public disclosure or compliance COBS 4.7.9R; or conformity with published guidelines or with generally iii) self-certified as a sophisticated investor in accordance accepted accounting principles of the UK in each case with COBS 4.7.9R; whether relating to historical or other financial or statistical iv) certified as a restricted investor in accordance with COBS information or data. Such Forward Looking Information should 4.7.10R; and be considered in conjunction with all the other information v) any person to whom the communication may otherwise contained in this IM, including the information contained in the lawfully be made. section of this IM entitled Risk Factors on pages 21-22. The transmission of this IM or the contents thereof to any other Risk Factors person is prohibited and persons not falling within the description set out above should not act or otherwise rely upon it. Investment in the Fund carries substantial risk. There can be no assurance that the Fund’s investment objectives will The Condition be achieved and results may vary substantially over time. Prospective investors should carefully consider whether an The Condition referred to above is that either: investment in the Fund is suitable for them in light of their circumstances and financial resources (see further under Risk (a) the person who will arrange or deal in relation to the Factors). If you are in any doubt about the contents of this investments which are the subject of this Information document you should consult your stockbroker, bank manager, Memorandum will comply with the FCA’s rules on accountant or other professional adviser. appropriateness set out in COBS 10, or equivalent requirements, for any application or order made in response Confidentiality to this Information Memorandum; or This document is being provided to recipients on the basis that (b) the recipient has confirmed that they are a retail client of they will keep confidential any information contained herein a firm authorised in terms of FSMA that will comply with the or otherwise made available, whether oral or in writing, in FCA’s rules on suitability set out in COBS 9 in relation to the connection with the Fund.