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Information Memorandum The content of this promotion has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on this promotion 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. Fundamentally Games Ltd (previously Last Mile Games Ltd) Information Memorandum INVESTMENT MEMORANDUM FOR (previously Last Mile Games Ltd) Fundamentally Games Ltd (previously Last Mile Games Ltd) 1 Company no. 11701663 Fundamentally Games Ltd (previously Last Mile Games Ltd) Information Memorandum CONTENTS DEFINITIONS .............................................................................................................................................. 3 OFFER PARTICULARS .................................................................................................................................. 5 OFFER FOR SUBSCRIPTION.......................................................................................................................... 6 DIRECTORS AND ADVISERS ......................................................................................................................... 8 EXECUTIVE SUMMARY ............................................................................................................................... 9 FINANCIAL INFORMATION ........................................................................................................................ 12 THE MANAGEMENT ................................................................................................................................. 15 BENEFITS OF THE SEED ENTERPRISE INVESTMENT SCHEME (SEIS) ............................................................... 16 BENEFITS OF THE ENTERPRISE INVESTMENT SCHEME (EIS) ......................................................................... 16 RISK FACTORS .......................................................................................................................................... 18 TERMS AND CONDITIONS OF APPLICATION ............................................................................................... 20 MONEY LAUNDERING REGULATIONS ........................................................................................................ 21 CONTACTS ............................................................................................................................................... 23 HM Revenue & Customs Pre Approved SEIS / EIS This document is dated January 2020 Fundamentally Games Ltd (previously Last Mile Games Ltd) 2 Company no. 11701663 Fundamentally Games Ltd (previously Last Mile Games Ltd) Information Memorandum DEFINITIONS Admin Company Seis Administration Ltd Application Form The application form and terms and conditions of the offer, which relate to this Offer, which are available on request Articles of Association The Articles of Association of the Company registered with Companies House Board of Directors The Board of directors of the Company Company Fundamentally Games Ltd (previously Last Mile Games Ltd) EIS The Enterprise Investment Scheme as particularised in Part 5 of ITA EIS Deferral Relief Capital gains deferral on reinvestment pursuant to Section 150C and Schedule 5B of TCGA EIS Relief Income tax relief and/or exemption from tax in respect of chargeable gains, which are available with EIS High Net Worth Individual A person who is certified as a High Net Worth Individual in accordance with the provisions of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 HMRC Her Majesty’s Revenue & Customs ICTA Income and Corporation Taxes Act 1988 (as amended) Information Memorandum This document including the application form Intellectual Property Technology tools which allows the company to provide its services more efficiently and effectively Investor(s) Subscribers to Ordinary Shares in the Offer Maximum Amount £150,000 or as otherwise confirmed by the Directors Minimum Amount £75,000 Minimum Subscription £5,202.24 per Investor Offer The offer for subscription to raise up to £150,000 by the issue of up to 692 Ordinary Shares at a price of £216.76 per share (£0.01 nominal value, £216.75 premium) upon the terms and conditions of this Information Memorandum Fundamentally Games Ltd (previously Last Mile Games Ltd) 3 Company no. 11701663 Fundamentally Games Ltd (previously Last Mile Games Ltd) Information Memorandum Offer Period The offer opened on the 16 January 2020, it will remain open until 5pm on 5th April 2020. The period during which the offer is open may be extended by the Directors at their sole discretion, provided that the Minimum Amount has been raise by 5pm on such date Ordinary Shares The Ordinary Shares of £0.01 each in the share capital of the Company, subject to the rights, benefits and restrictions set out in the Articles of Association The period beginning on the date on which the Shares are issued and ending 3 Relevant Period years thereafter SEIS The Seed Enterprise Investment Scheme as particularised in Part 5A Income Tax Act 2007 SEIS Re-investment Relief Capital gains tax exemption on reinvestment pursuant to sections 150E and Schedules 5BB of TCGA 1992 (as amended) SEIS Income Tax Relief Income Tax relief under sections 257A and 257AB Income Tax Act 2007 Sophisticated Investor A person who is certified as a Sophisticated Investor in accordance with the provisions of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 TCGA The Taxation of Chargeable Gains Act 1992 (as amended) Trading Style Fundamentally Games Fundamentally Games Ltd (previously Last Mile Games Ltd) 4 Company no. 11701663 Fundamentally Games Ltd (previously Last Mile Games Ltd) Information Memorandum OFFER PARTICULARS This document is important and requires your immediate attention. If you are in any doubt about the contents of this, you should consult a person authorised under the Financial Services and Markets Act 2000 who is a specialist in advising on the acquisition of shares and securities. This Information Memorandum has not been approved by any person authorised by the Financial Conduct Authority of the United Kingdom (the “UK FSA”) and such approval is required under section 21 of the Financial Services and Markets Act 2000 (“FSMA 2000”) unless an exemption is available under FSMA 2000 or the regulations made thereunder. In the United Kingdom, this Information Memorandum is exempt from the general restriction in section 21 of FSMA 2000 on the communications of invitations or inducements to engage in investment activity, on the grounds that it is only made to persons who are: a. high net worth individuals under Article 48 of the FSMA 2000 (Financial Promotions) Order 2005 (the “FPO”) being a person to whom at least one of the following applies; i. the individual had, during the financial year immediately preceding the date of the investment, an annual income to the value of £100,000 or more; ii. the individual held throughout the financial year immediately preceding the date of the investment, net assets to the value of £250,000 or more, not including a property which is the individual’s primary residence, or any loan secured on that residence, any rights of the individuals under a qualifying contract of insurance within the meaning of the FSMA 2000 (Regulated Activities) Order 2001 or any benefits (in the form of pensions or otherwise) which are payable on the termination of the individual’s service or on their death or retirement to which they are (or their dependants are) or may be, entitled; b. self-certified sophisticated investors under Article 50A of the FPO, being a person to whom at least one of the following applies; i. the individual is a member of a network or syndicate of business angels and has been so for at least the last six months prior to the investment; ii. the individual has made more than one investment in an unlisted company in the two years prior to the date of the investment; iii. the individual is working or has worked in the two years prior to the date below, in a professional capacity in the private equity sector or in the provision of finance for small and medium enterprises; iv. the individual is currently, or has been in the two years prior to the date of the investment, a director in a company with an annual turnover of at least £1 million; c. other persons to whom it lawfully may be communicated. Any person falling into any one or more of the categories listed at (a) to (c) above is referred to herein as a “Relevant Person”. The Information Memorandum must not be acted on or relied upon by any persons who are not Relevant Persons. Any investment or investment activity to which the Information Memorandum relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. By accepting and retaining this Information Memorandum, the recipient shall be deemed to have agreed to the foregoing. Fundamentally Games Ltd (previously Last Mile Games Ltd) 5 Company no. 11701663 Fundamentally Games Ltd (previously Last Mile Games Ltd) Information Memorandum OFFER FOR SUBSCRIPTION The offer of up 692 Ordinary Shares in the Company, at a price of £216.76 per share i.e. a £216.75 premium. Applications may only be made and accepted subject to the terms of the Offer. Offer Statistics Offer price £216.76 per share (i.e. £216.75 premium) Number of shares subject to offer 692 Minimum Subscription £5202.24 and thereafter in multiples of
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