First Edition Eis Information Memorandum 2 1
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FIRST EDITION EIS INFORMATION MEMORANDUM 2 1 IMPORTANT NOTICE The content of this First Edition EIS Information Memorandum investment consequences and risks of doing so. Your capital is at has been approved as a financial promotion for the purposes risk and you may not get back all that you invested. Taxation levels, of section 21 of the Financial Services and Markets Act 2000 bases and reliefs may change if the law changes and the tax benefits (‘FSMA’) by Edition Capital Investments Limited (‘Edition of this product will vary according to your personal circumstances; Capital Investments’) which is authorised and regulated by the we would therefore encourage you to seek independent advice. Financial Conduct Authority, 25 The North Colonnade, London The First Edition EIS will invest in unquoted securities. Such E14 5HS (FRN: 747132) whose registered office is at 83 investments can be more risky than investments in quoted securities Clerkenwell Road, London, EC1R 5AR. Edition Capital or shares and market-makers may not be prepared to deal in them. Investments is also the Manager of First Edition EIS and is Unquoted securities may be subject to transfer restrictions and registered as a subthreshold Alternative Investment Fund Manager. may be difficult to sell. It may be difficult to obtain information This Information Memorandum is issued solely for the purpose of as to how much an investment is worth or how risky it is at any seeking subscriptions from potential Investors for an investment given time. Investing in private companies may expose you to a in the discretionary investment management service known as the significant risk of losing all the money invested. Before investing, First Edition EIS. This Information Memorandum is provided to you are strongly recommended to consult an authorised person you on a confidential basis. You may not copy, reproduce or further specialising in advising on investments of the kind described in this distribute this Information Memorandum or any of its content to Information Memorandum. any other person at any time, nor discuss with any other person You should not invest in the First Edition EIS unless you have taken the proposal in this without the prior written consent of Edition appropriate financial advice. otherwise than for the purpose of evaluating this investment opportunity. Edition Capital Investments, its directors and employees do not accept any liability for any direct, indirect or consequential Edition Capital Investments has taken reasonable care to ensure loss or damage suffered by any person as a result of relying on that all facts stated in this Information Memorandum are true any information or opinions contained herein or in any other and accurate in all material respects at the date stated on this communication in connection with an investment in the First Information Memorandum and that there are no other material Edition EIS except where such liability arises under the FSMA, or facts, or opinions, which have been omitted, which would make any regulations made under the FSMA or the FCA rules and may not part of this Information Memorandum misleading. Edition Capital be excluded. Investments accepts responsibility accordingly. However, where information has been obtained from third party sources, Edition Any application to invest in the First Edition EIS may only be made Capital Investments or RAM Capital Partners LLP (see below) and will only be accepted subject to the terms and conditions of cannot accept responsibility for the completeness or accuracy of that this Information Memorandum (which includes the Investment information and potential Investors must form their own opinion Management Agreement contained in the First Edition EIS as to the reliance they place on that information. Any references to Application Pack). past performance are not indicative of future performance. In compliance with the provisions of the FCA Rules that implement RAM Capital Partners LLP, which is authorised and regulated the EC Distance Marketing Directive, which will apply to you in by the FCA (FRN 470347), is acting as Promoter in connection circumstances where your subscription to invest in the First Edition with the Fund and is not acting for anyone else and will not be EIS has not resulted from a face-to-face meeting with either Edition responsible to anyone other than the Manager for providing the Capital Investments or your own financial adviser, Edition Capital protections offered to customers of RAM Capital Partners LLP or Investments specifically draws to your attention that you have a for providing advice in respect of the contents of this document or right to cancel your subscription. Your rights in this respect are the Fund. No liability is accepted by RAM Capital Partners LLP more fully set out in the Investment Management Agreement which for the accuracy of any information or opinions contained in or for forms part of the First Edition EIS Application Pack. the omission of any material information from this document. By receiving this Information Memorandum, you agree to be bound You will need, and be expected to, make your own independent by the foregoing conditions and restrictions. Investing in the First assessment of the First Edition EIS and to rely on your own judgment Edition EIS is speculative and involves a significant degree of risk. (or that of your financial adviser) in respect of any investment you The attention of prospective Investors is drawn to the contents of may make in the First Edition EIS and the legal, regulatory, tax and the section in this document entitled ‘Understanding the Risks’. 3 2 CONTENTS 1. IMPORTANT NOTICE 3 2. CONTENTS 4 3. PROFESSIONAL ADVISORS 5 4. SUMMARy – FiRST EDITION EIS 6 5. EDITION CAPITAl – WHAT WE DO 8 6. INVESTMENT STRATEGY AND PORTFOLIO EXAMPLES 10 7. OUR EXPERIENCE 14 8. THE EDITION CAPITAL PARTNERS 16 9. THE EDITION CAPITAL INVESTMENT COMMITTEE 18 10. EIS – KEY TAX RELIEFS 19 11. UNDERSTANDING THE RiSKS 20 12. CONFLICTS OF INTEREST 22 13. FEES AND CHARGES 23 14. HOW TO INVEST 24 15. GLOSSARY 25 16. APPENDIx 1 – TERMS & CONDITIONS 26 4 3 PROFessionaL ADVisors PROMOTER TAX ADVISOR RAM Capital Partners LLP Philip Hare & Associates LLP 4 Staple Inn 4-6 Staple Inn London London WC1V 7QH WC1V 7QH LEGal ADVISOR CUSTODIAN Howard Kennedy LLP Thompson Taraz Managers Limited No. 1 London Bridge 47 Park Lane London London SE1 9BG W1K 1PR 5 4 SUMMARY – FIRST EDITION EIS First Edition EIS (the ‘Fund’) is a discretionary portfolio management service run by media and entertainment investment experts with significant experience in sourcing, operating and exiting qualifying EIS investments. The Fund will invest into a portfolio of pre-identified fast growing The portfolio will comprise a mixture of post-profit and early stage companies within the media and entertainment sectors that qualify projects that have exceptional growth potential, with a core focus on under EIS rules, targeting a return in excess of £2 per share per £1 the roll-out of profitable businesses in line with the target fund invested over 4-6 years. allocation illustrated below. TARGET FUND ALLOCATION 20% Later stage Development capital 30% Pre-profit Early stage, high-growth 50% Post-profit High-growth, roll-out The Edition Team led on the fundraising for Impresario Festivals plc (‘Impresario’) (£9 million EIS funds raised in two tranches in the 2012/13 and 2013/14 tax years) and have been actively involved in the operational management of Impresario over its 4 years of trading, including managing all investments and acquisitions for the group. On 5th October 2016, Impresario announced that it had sold its assets to media and entertainment group Global in a multi-million pound deal – a process managed by Edition. This equates to shareholder value of approximately £2.09 per share after performance fees on an initial offer price of £1; capital distribution commenced in October 2017. 6 WHY FIRST EDITION EIS? First Edition EIS offers Investors the opportunity to gain access to a portfolio of pre-identified fast growing companies in the Following the recent raft of rule changes media and entertainment sector. This offer may be suitable for to EIS legislation, the overall theme has those Investors looking for the following: been to refocus EIS on more growth oriented areas of the investment market. • Target of £2 tax free return over an investment time As such, this has further enhanced horizon of 4-6 years the attractiveness of the opportunities currently available in the media and • A highly experienced management team that has achieved entertainment market. significant upside for previous EIS investors The media and entertainment space • provides an abundant reservoir of fast Target portfolio funding allocation: 70% profitable growing companies that have proven businesses at the point of investment; 30% earlier stage business models but require development opportunities capital and hands-on operational and strategic support to assist them in the • Access to a minimum of three pre-identified companies next growth phase of their development. requiring expansion capital that will have obtained Investors will gain access to a minimum Advance Assurance prior to investment of three EIS qualifying investments. The pre-agreed deals identified in this • Planned allotment before the end of the tax year for the pre- Information Memorandum will be agreed deals identified in this Investment Summary and the allotted before the end of the tax year Information Memorandum (subject