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Raindance.Tv PLC Raindance.tv PLC Investment Memorandum containing an offer for subscription under the Enterprise Investment Scheme Promoted by: Park Caledonia Capital Limited Hillgate House 26 Old Bailey London EC4M 7HW 020 7429 2777 Authorised and regulated by the Financial Services Authority March 2008 1 Important Notice The content of this document has been issued and approved by Park Caledonia Capital Limited. Reliance on this document for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. It may be difficult to sell your investment or to get accurate information about how much it is worth or how risky it is. An investment in the Company is suitable only for financially sophisticated investors who are capable of evaluating the merits and risks of such investment, who do not require immediate liquidity for their investment and who have sufficient resources to bear any loss which might result from such investment. If you are in any doubt about the action you should take or the contents of this document, you should contact your stockbroker, solicitor, accountant, bank manager or other professional adviser authorised under the Financial Services and Markets Act 2000, who specialises in advising on investment in shares and other securities. Your attention is drawn to Part 6 of this document, which sets out certain risk factors relating to any investment in Ordinary Shares. All statements regarding the Company's business, financial position and prospects should be viewed in the light of the risk factors set out in Part 6 of this document. It may be difficult to sell or realise your investment or to obtain reliable information about its value or other risks to which it is exposed and you may not get back the full amount invested. Investment in Raindance.tv PLC is intended to be for the long term and dividend income is unlikely to be payable. Past performance is not necessarily a guide to the future. Your investment can fluctuate in price or value. This document does not constitute a prospectus as defined by the Prospectus Regulations 2005 ("the Regulations"), and has not been prepared in accordance with the requirements of the Regulations. Investors not within the United Kingdom should consider the contents of paragraph (d) of Appendix 2 of this document carefully. To the best of the knowledge and belief of the Directors of the Company who have taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Park Caledonia Capital Limited is authorised and regulated by the Financial Services Authority (FSA) for the conduct of regulated activities in the UK (FSA registration number 402192). Registered Office: Erskine House 4 th Floor, 68-73 Queen Street, Edinburgh EH2 4NR. Registered in Scotland SC252132 Park Caledonia Capital Limited, Hillgate House, 26 Old Bailey, London EC4M 7HW. March 2008 2 Raindance.tv PLC (Incorporated in England and Wales under the Companies Act 1985 with registered number 6444502). Investment Memorandum containing an offer for subscription Promoted by Park Caledonia Capital Limited Comprising An offer of up to 1500000 Ordinary Shares of 1p each in the Company at £1.10 per share (with a minimum subscription of £5,000 per Investor) Securities issued by the Company are not and will not be listed or dealt in on any stock exchange in the immediate term. Park Caledonia Capital Limited, which is authorised and regulated by the Financial Services Authority for the conduct of regulated activities in the UK, is acting as Sponsor in connection with the arrangements set out in this document and is not acting for anyone else and will not be responsible to anyone other than Raindance.tv PLC for providing the protections offered to customers of Park Caledonia Capital Limited or for providing advice in respect of the contents of this document or the Offer. No liability is accepted by Park Caledonia Capital Limited for the accuracy of any information or opinions contained in or for the omission of any material information from this document, for which the Company and the Directors are solely responsible. An investment in the Company may not be suitable for all recipients of this document. A prospective investor should consider carefully whether an investment in the Company is suitable for them in the light of their personal circumstances and the financial resources available to them. The minimum investment per Investor under the Offer is £5,000. Once the Minimum Subscription is raised, the Directors will proceed to allot Ordinary Shares even if the Offer is not subscribed in full. An application has been submitted to HM Revenue & Customs for provisional approval, that the Company and its activities will qualify under the Enterprise Investment Scheme (as set out in the Income Tax Act 2007), based on information disclosed. Although provisional tax clearance has been applied for, there is no guarantee that either provisional or formal clearance will be achieved or that it will not be subsequently withdrawn. Investors are advised to take their own taxation advice. Your attention is drawn to Part 6 of this document, which sets out certain risk factors relating to any investment in Ordinary Shares. All statements regarding the Company's business, financial position and prospects should be viewed in the light of the risk factors set out in Part 6 of this document. Note: This document is distributed by Park Caledonia Capital Limited which is authorised and regulated by the Financial Services Authority for the conduct of regulated activities in the UK. This document has been prepared with the assistance of Raindance.tv PLC management and third party information. All statements of opinion and/or belief in this document and all views expressed regarding Raindance.tv PLC projections, forecasts and statements relating to expectations of future events are those of the Company and the Directors and no other person. No representation or warranty is made, or assurance given that such statements, views, projections or forecasts are correct or that Raindance.tv PLC's objectives will be achieved. The information and opinions stated are given for your assistance are not to be relied upon as authoritative and no responsibility is accepted by Park Caledonia and any of their respective March 2008 3 directors, officers, employees or agents in respect thereof. Information is provided on a confidential basis. This document does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to anyone to whom it is unlawful to make such a solicitation. Prospective investors should inform themselves of and observe all applicable laws and regulations including any taxation or exchange control legislation in the countries of their citizenship, residence, domicile or such other status as may be relevant in connection with any subscription of shares. An investment in the Company is suitable only for financially sophisticated investors who are capable of evaluating the merits and risks of such investment, who do not require immediate liquidity for their investment and who have sufficient resources to bear any loss which might result from such investment. If you are in doubt about the contents of this document, you should consult your stockbroker, bank manager, solicitor or other professional adviser. Park Caledonia Capital Limited is regulated and authorised by the Financial Services Authority in the United Kingdom for the conduct of regulated activities in the UK. Park Caledonia Capital Limited is entered on the FSA's Register with registration number 402192 and can be contacted at Hillgate House, 26 Old Bailey, London, EC4M 7HW. The distribution of this document in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, there are restrictions on its distribution in the United States of America, Australia, the Republic of Ireland, the Republic of South Africa, Canada or Japan. Persons outside the United Kingdom into whose possession this document comes should inform themselves about and observe any restrictions and legal requirements in relation to the distribution of this document and their participation in any proposals as set out in this document. Any failure to comply with these requirements may constitute a violation of the laws of the relevant jurisdiction. The information contained in this document is confidential. It is made available only on the basis that none of the information contained herein or subsequently supplied prior to or in connection with a proposed subscription or other acquisition for shares or securities in the Company may be published, reproduced, copied or disclosed to any person other than the recipient and its professional advisers, nor used for any purpose other than for the purpose specified above, and on the basis that the recipient shall, upon request, promptly return or destroy all material received from the Company (including without limitation this document) and associated documentation, without retaining any copies. March 2008 4 Contents Part I: Information about the Company Part 2: Details of the Offer Part 3: The Enterprise Investment Scheme Part 5: Other information Part 6: Risk factors Part 7: Management and Administration Part 8: Costs, Fees and Incentive Arrangements Part 9: Realisation Appendix I: Statutory and General Information Appendix 2: Terms and Conditions of Application Appendix 2A: Financial Promotion Order Appendix 3: Guide to the Application Form March 2008 5 Definitions and Terms Act. The Companies Act 1985, as amended. Articles. The articles of association of the Company, a summary of which is set out in Part Appendix I of this document.
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