An offer of up to 5,000,000 Ordinary “A” Shares of £0.01 each in nominal value being offered at £1 per share (with a Minimum Subscription of £5,000 per investor), to be allotted on or before the Closing Date (19 August 2021). The Company has in issue 100,000,000 B shares of £0.10 each held by the Founding members and shareholders. A further 5,000,000 A shares of £0.01 each will be issued to be held by Investor(s).
The Company and the Directors are solely responsible for all information or opinions contained in or for the omission of any material information from the Investment Memorandum (IM) document. An investment in the Company may not be suitable for all recipients of the IM 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 subscription list will open on 2nd September 2019 and close upon the earlier of the Maximum Subscription being achieved or 19 August 2021 unless extended.
The Minimum Subscription under the Offer is £5,000 and the Maximum Subscription is £5,000,000. Once the Minimum Subscription is raised, the Directors will proceed to allot Ordinary A Shares. Applications must be made subject to the terms and conditions of application appearing in Section 11 of the IM and by completing the Application Form appearing also in Section 11.
The Company has made an Advance Assurance Request (AAR) from HM Revenue & Customs so that its activities should qualify under the Enterprise Investment Scheme ("EIS"). Following the issue of Ordinary A Shares, the Company can apply to HM Revenue & Customs for authorisation to issue tax relief certificate (EIS 3) to Investors. Investors should note that there is no guarantee that tax relief under EIS will be available or that if it is initially available, it will not be subsequently withdrawn. Prospective Investors are advised to take their own taxation advice. The targeted financial returns highlighted in Section 2 of the IM are dependent upon EIS being available and in the event that such relief cannot be claimed, then actual returns will be considerably lower.
Note: All statements of opinion and/or belief in any documents and all views expressed regarding the Company's projections, forecasts and statements relating to expectations of future events are those of the Company and the Directors and no other person unless stated so. No representation or warranty is made, or assurance given that such statements, views, projections or forecasts are correct or that the Company’s objectives will be achieved. The information and opinions stated are given for your assistance and are not to be relied upon as authoritative. Information is provided on a confidential basis. The IM 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.
Reliance on this Information Memorandum 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.
Our Information Memorandum may only be communicated or caused to be communicated in the United Kingdom to:
an Authorised Person under FSMA;
persons otherwise having professional experience in matters relating to investments and qualifying as investment professionals under Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”);
persons qualifying as high net worth individuals under Article 48 of the Order;
persons qualifying as high net worth persons under Article 49 of the Order;
persons qualifying as certified Sophisticated Investors under Article 50 of the Order;
persons qualifying as self-certificated Sophisticated Investors under Article 50a of the Order.
No approved prospectus relating to the matters in our Information Memorandum has been made available to the public in the United Kingdom and, accordingly, Shares may not be, and will not be, offered in the United Kingdom except in circumstances which will not result in there being an offer to the public in the United Kingdom within the meaning of FSMA.
The Information Memorandum is exempt from the general restriction in Section 21 of FSMA on the grounds that it is made to a recipient who is an investment professional, a certified high net worth individual, a self-certified Sophisticated Investor or a certified Sophisticated Investor.
A person qualifies as a certified high net worth individual or a self-certified Sophisticated Investor if he or she has signed, within a period of twelve months ending with the day on which this communication is made, a statement in the prescribed form confirming their status as a certified high net worth individual or a self-certified Sophisticated Investor.
A person qualifies as a certified Sophisticated Investor if he or she has a current certificate in writing or other legible form signed by an authorised person to the effect that he or she is sufficiently knowledgeable to understand the risks associated with that description of investment and he or she has signed, within a period of twelve months ending with the day on which this communication is made, a statement in the prescribed form confirming their status as a certified Sophisticated Investor.
Neither our Information Memorandum nor the Shares are or will be available to other categories of persons in the United Kingdom and no one falling outside such categories is entitled to rely on, and they must not act on, any information in the Information Memorandum. The communication of the Information Memorandum to any person in the United Kingdom other than the categories stated above is unauthorised and may contravene FSMA.
Risk warnings are contained in the Information Memorandum in respect of an investment in Shares and Investors must read the entire Information Memorandum and conduct their own due diligence including and without limitation as to the legal, taxation, financial and other consequences of an investment in the Company. The United Kingdom Financial Services Compensation Scheme will not apply to Investors in the Company.
None of the Shares have been, or will be, registered under the United States Securities Act of 1933 (as amended) (the “Securities Act”), or under the securities legislation of any state or any other political sub-division of the United States; and the relevant clearances have not been, and will not be, obtained from the securities commission of any province or territory of Canada, Australia or Japan; and they may not, subject to certain exceptions, be offered or sold directly or indirectly in, into or within the USA, Canada, Australia or Japan or to, or form the account or benefit of, a US Person (as defined in the USA Securities Act) or any national citizen or resident of the USA, Canada, Australia or Japan. This document does not constitute an offer to sell or issue, or the solicitation of an offer to purchase or subscribe for, Shares in any jurisdiction in which such offer or solicitation is unlawful.
The laws or regulatory requirements of the jurisdictions of which such overseas Investors reside may affect the making of the Offer for Subscription. Overseas Investors who wish to subscribe for Shares under the Offer for Subscription are referred to the above terms and conditions of the Offer. No Person who has a registered address outside the United Kingdom, or who is a citizen or resident of a country other than the United Kingdom, may treat this document or any Application Form received by him as constituting an offer or invitation to acquire Shares, unless, in the relevant territory, such an offer of subscription can be made lawfully to that Person.