Gate Ventures Plc Company Description in Relation To
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GATE VENTURES PLC COMPANY DESCRIPTION IN RELATION TO THE ADMISSION TO TRADING OF THE COMPANY’S SHARES ON NASDAQ FIRST NORTH, COPENHAGEN 14 December 2016 Nasdaq First North is an alternative marketplace operated by an exchange within the NASDAQ group. Companies on Nasdaq First North are not subject to the same rules as companies on the regulated main market. Instead they are subject to a less extensive set of rules and regulations adjusted to small growth companies. The risk in investing in a company on Nasdaq First North may therefore be higher than investing in a company on the main market. All companies with shares traded on Nasdaq First North have a Certified Adviser who monitors that the rules are followed. The Exchange approves the application for admission to trading. CERTIFIED ADVISER 1 CONTENTS Page 1 IMPORTANT INFORMATION 3 2 RISK FACTORS 5 3 THE COMPANY 10 4 BUSINESS STRATEGY AND MARKETS 16 5 MANAGEMENT 17 6 FINANCIAL INFORMATION 25 7 UK TAXATION 26 8 SHARE CAPITAL AND OWNERSHIP STRUCTURE 28 9 ADDITIONAL INFORMATION 34 APPENDIX 1 DEFINED TERMS 37 APPENDIX 2 AUDITED ACCOUNTS TO 30 JUNE 2016 38 2 1. IMPORTANT INFORMATION 1.1 THE COMPANY Gate Ventures Plc Registered in England, number 09376114 Registered Office: No 1 London Bridge London SE1 9BG Principal trading address: 5th floor, 17 Old Park Lane London W1K 1QT Website: http://gateplc.com/en/ 1.2 REASONS FOR APPLICATION FOR ADMISSION TO FIRST NORTH The Company seeks a public market for its Shares in order to satisfy the requirements of existing shareholders and to create the potential for further fund raising. 1.3 IMPORTANT DATES Expected first day of trading on First North: 16 December 2016 Annual report - year to 30 June 2017: 27 September 2017 Semi annual financial results to 31 December 2016: 24 February 2017 Annual General Meeting: 23 November 2017 1.4 SHARE INFORMATION First North Ticker: ISIN: GB00BVC3CL81 Shares registered through: CREST / Euroclear Trading lot on First North: 1 Trading currency: € (euro) CERTIFIED ADVISER: Keswick Global AG, Hoffingergasse 16/1/6 A - 1120 Vienna, Austria 3 2. RISK FACTORS General Risks Prospective investors should be aware that investing in shares is always subject to risk. The Company's financial results and the risks linked to the Company’s operations are important parameters to consider when the investor decides to invest in the Company's Shares. There can be no assurance that the Company's objectives will be achieved and that the investment will generate a positive return for investors. A variety of factors affect, and may affect, the Company's operations and financial performance and ultimately its ability to pay dividends. An investment in the Company may mean a loss. Such loss is limited to the amount that investors have chosen to invest in the Company. This chapter presents and discusses risk factors, both specific risks regarding the Company's business and the general risks regarding shares as a financial instrument. The risk factors are not ranked and do not claim to be exhaustive. Additional risks, not currently known to the Company or currently considered insignificant, could provide a significant adverse effect on the Company’s operations in the future. Company Specific Risks Market Competition Key to the Company’s success is its ability to identify and acquire suitable investment opportunities. Whilst the Company believes that the experience of its management team and its contacts in the relevant sectors are significant, the risk exists that larger, better financed and more established investment companies may prove more appealing to potential investees and that the Company may therefore be unable to acquire the investment portfolio it seeks. Investments at an early stage of' development The Company may make investments in entities and assets at a relatively early stage of development. There can be no assurances that such companies or assets will successfully develop or that the technologies they have will be suitable for commercialisation. Such entities and assets may require the injection of further capital at a level that the Company, or any third party, is unable or unwilling to meet. Such an outcome may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company. Investments in unquoted companies, joint ventures or projects The Company may invest in unquoted companies, joint ventures or projects which may, inter alia: • be highly leveraged and subject to significant debt service obligations, stringent operational and financial covenants and risks of default under financing and contractual arrangements, which may have an adverse effect on their financial condition; • have limited operating histories and smaller market shares than larger businesses making them more vulnerable to changes in market conditions or the activities of competitors; • have limited financial resources; • be more dependent on a limited number of management and operational personnel, increasing the impact of the loss of any one or more individuals; • prove illiquid in terms of the ability to realise value, and • require additional capital. All or any of these factors may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company. Investment Process Risk The Company may spend considerable resources negotiating and carrying out due diligence on potential investments which do not ultimately transpire. Additionally, errors or oversights in the Company’s due diligence and valuation processes may result in the Company overpaying for its investments or investing in a business or project which turns out to have little or no value. 5 Investment Concentration Risk Whilst the Company endeavours to spread its risk by maintaining a balanced portfolio, there remains the risk that the Company may invest a significant amount of its available resources in a single project or in a number of projects within a single market segment. A failure to meet expected returns by such a single project, or the significant reduction of value in a market segment to which the Company is materially exposed, may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company. Short term exposure to the Theatre segment The investments held by the Company are intended to be held for the medium term and will in general not produce income or cash flow for the Company in the short term. In the short term, therefore, the Company is heavily reliant on success in the Theatre segment in order to generate operating profits and cashflow. Should that sector suffer a significant economic decline or should the Company invest in a number of theatre projects which all prove economically unsuccessful, then this could have a material adverse effect on the business, financial condition, results of operations and prospects of the Company. Country Specific Risk – Peoples Republic of China The Company has a considerable focus in its investment strategy on investments that have considerable Asian-centric expansion opportunities, especially in the People’s Republic of China. Consequently, the Company is exposed to the risk of unforeseen changes in such areas as foreign investment and ownership controls, foreign exchange restrictions, legal and regulatory changes, and tax and fiscal changes in that country. Such changes could have a material adverse effect on the business, financial condition, results of operations and prospects of the Company. Technological change The Company invests inter alia in the technology sector. Changes and new developments in certain technologies may render the products of companies in which the Company invests uncompetitive. This could have an adverse effect on the Company’s results of operations and financial condition. An impairment of goodwill or other intangible assets would adversely affect the Company’s financial condition and result of operations Under IFRS, goodwill and intangible assets with indefinite lives are not amortised but are tested for impairment annually, or more often if any event or circumstance indicates that an impairment loss may have been incurred. Other intangible assets with a finite life are amortised on a straight-line basis over their estimated useful lives and reviewed for impairment whenever there is an indication of impairment. In particular, if the business of the Company or its investees does not develop as expected, impairment charges may be incurred in the future which could be significant and which could have an adverse effect on the Company’s results of operations and financial condition. Financial resources The Company's future capital requirements will depend on many factors, including the performance of its investees and opportunities for further investments that present themselves. In the future, the Company may require additional funds and may attempt to raise additional funds through equity or debt financings or from other sources. Any additional equity financing may be dilutive to holders of Ordinary Shares and any debt financing, if available, may require restrictions to be placed on the Company's future financing and operating activities. The Company may be unable to obtain additional financing on acceptable terms or at all if market and economic conditions, the financial condition or operating performance of the Company or investor sentiment (whether towards the Company in particular or towards the market sector in which the Company 6 operates) are unfavourable. The Company's inability to raise additional funding may hinder its ability to grow in the future or to maintain its existing levels of operation. Dependence upon key personnel The Company is dependent on its Directors and a small number of senior managers (details of who are included in Section 5 of this Company Description). Whilst the Company has entered into incentivised employment agreements with its identified key individuals, as detailed further in Section 5 of this Company Description, the loss of the services of one or more of such key personnel may have an adverse effect on the Company.