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18 April 2023

Cosgrove Hall40 years of success

Our Past

Our past

Our Present

Funding Pip!

The budget to make 52 x 11 minute episodes was £5.1 million

The man behind the credits!

The CHF Media Fund

The CHF Media Fund

*Tax relief will depend on individual personal circumstances and may be subject to change in the future.

Walt Disney

The Creative Commercial Committee

• Creative• Producer• Director• Composer• Human Resource• Finance• Distribution• Toyeticness• Licensing

How a show can make moneyGlobal broadcast licensesToys and merchandisingEducation material Computer games/appsMusicBooks/comicsClub membershipLive showsTheme parks

Potential

Danger Mouse was watched by over 21 million viewers

Jakers generated over $18 million in global broadcast sales

Thomas and Friends has produced over£200 million in merchandising saleseach year for the last 14 years

Bob the Builder has brought in over$4.5 billion in revenues since 1999

Peppa Pig generates 150 times its original production budget in merchandising sales every year in the UK alone

Source: Company Sources*

Key Features

• Up to 50% Income Tax Relief*

• 100% Investment Allocation

• Up to 5% Adviser Charge (any combination)

• 3 to 5 year exit Strategy

• Studio Tours, Unique Material, Privileged Access

• *Tax relief will depend on individual personal circumstances and may be subject to change in the future.

Key Risks

• Liquidity

• Production overrun

• Audience appetite

• Merchandise Sales

• Talent issues – Actor/Actress

• For details of all key risks please refer to the information memorandum

Sir David Jason OBE

Questions

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18 April 2023

A Golden Opportunity to Invest in Film & Media

Our VisionGoldfinch Entertainment represents a gold standard in entertainment and media investment.

Structuring each in a bespoke manner, selecting only the most commercially appealing with the best returns.

Revolutionising film and media investment.

Goldfinch Entertainment A Golden Opportunity to Invest in Film & Media

Goldfinch Entertainment 2

Goldfinch■ Goldfinch Entertainment was founded in

January 2014 with the backing of leading independent Entertainment accountants Nyman Libson Paul.

■ Acting as Executive Producers on all projects.

■ Raised and deployed over £25 million to our projects across the Film, TV, Kids TV, Animation, Video Games and Theatre sectors.

■ Maximising revenues.

■ Variety of Investment Vehicles.

■ Industry leading personnel.



Our Leadership Team

Goldfinch Entertainment is backed by Nyman Libson Paul; Chartered Accountants, Tax and Business Advisors to the Entertainment Industry for over 80 years.

Founded in 1933

Traditional accountancy services plus much broader commercial, tax and financial management advice;

Underpinned by vast experience and knowledge of the Entertainment Industry.

Experts in processing and claiming Creative Industry Tax Relief (CITR)

Kirsty Bell, MD and Founder, is both a successful film producer and a tax specialist who has spent much of her career at top-ten accountancy firms.

Focus on structuring film companies

Raised over £100m for the industry.

Among her many credits, Kirsty produced the 2013 feature film Harrigan,

First-hand knowledge of film production and experience in all aspects of film finance –

Joel Newman, Chairman, Joined NLP in 1991 and is the current Managing Partner of the practice.

Led the practice to its position as an industry leader within the UK entertainment

Director and founding member of The Movies Begin ltd.

Associate of the Chartered Institute of Taxation and a Member of the Faculty of Taxation of the Institute of Chartered Accountants.



Why Invest in Film & Media?

■ Creative industries are now worth £76.9 billion a year to the UK economy.

■ UK entertainment industry is predicted to grow annually by 3.1% until at least 2018.

■ Demand for British television and film content is high across the globe.

■ 2015 has been a dramatic year for British video game producers.

■ UK’s position as the global theatre capital is ongoing.

■ UK government support of the sector every increasing.



Why Invest in Goldfinch?■ Demand for tax-efficient investments is growing.

■ £1.5bn in 2013-14 was invested in EIS alone.

■ Very few alternatives for Government backed tax planning.

■ EIS & SEIS fully Government approved in plain vanilla format further commitment in Budget announcement.

■ Insurance backed Goldfinch EIS provides option for previous ‘Solar investors’

■ Track record of raising £25 million to date.

■ Industry leading team from tax, finance, and entertainment backgrounds.

■ High quality pipeline and projects delivering returns.



Our Fundamentals▪ Industry leading team and experience.

▪ Strict criteria for projects to be taken on.

▪ Innovative structuring.

▪ Investors sit in first position in many cases and if not their position is NOT marginalised

▪ Where appropriate HMRC Advanced Assurance will be attained and the projects may be Government backed through the UK CITR to minimise investor risk.

▪ Projects chosen for their commercial potential.

▪ DIstribution is at the centre of all decisions made.

▪ Transmedia approach to maximise project revenue.

▪ Holistic service from project inception to distribution.

▪ Organic growth of Goldfinch through key collaborative partnerships.



EIS■ Flagship EIS investment vehicle, Goldfinch I, has been

created to support the production and distribution of a number of film and television projects.

■ Goldfinch I focuses on sales advances acting a sales agent and distributor.

■ “Last in, first out” policy for investors.

■ 70% of the project's investment is underwritten by UK Creative Industry Tax Credits and/or pre sale agreements,

■ Allenbridge describing the company as ‘Low Risk’.

■ Stand-alone EIS projects.

■ Also a number of our SEIS projects that have chosen to raise more than their £150k limit and thus morph into an EIS investment opportunity.



OUR PRODUCTS

Insurance Backed EIS Goldfinch Completion and Goldfinch Distribution

The FT Adviser even went as far to say ‘Could films present the next EIS solution?’ (FT Adviser 17.11.14).

70% of the invested amount is insured through a specialist media insurer direct with the Producer, and with investors claiming their 30% income tax relief on top of this investor's capital risk can be effectively reduced to zero.

The return for investors is estimated at 125% over three years, excluding tax relief.

OUR PRODUCTS



SEIS companies can raise up to £150k with generous income tax, capital gains and inheritance tax relief for investors as in the summary below. We have a wide range of SEIS projects covering all the entertainment sectors, many genres, and a varying returns for investors.

■ All projects are chosen for their commercial promise and tangible end product; we do not create SEIS companies that are merely black holes and development funds.

■ Goldfinch’s wide range of SEIS companies means that there is not only something for all tastes, but that investors’ risk can be spread across many of them in a portfolio style approach.

■ Our SEIS companies either provide the full finance for smaller budget productions, or can be a part of a jigsaw of finance put together for a project that can include various soft money sources and private investors.



OUR PRODUCTS

SEIS

As stated above our range of SEIS companies lends itself to a portfolio approach for investors or IFAs, however for those wishing to benefit from this approach but executed and managed by an experienced fund manager can now invest in our Goldfinch SEIS Fund managed by Kin Capital.

The main benefit of this as with normal SEIS investment is the 50% income tax relief and other tax benefits although the fund delivers this with a diverse portfolio of entertainment sector businesses. Other key features of our fund include:

■ Strong investment pipeline (adviser funded 34 SEIS projects in 2014)

■ Low investment minimum & costs relative to other SEIS Funds

■ Retail investors return of capital prioritised over other investors

It should also be noted that the fund will be allotting shares throughout the current tax year. It is therefore possible to invest and offset the income tax benefits against the 2014/15 tax year through the use of SEIS ‘carry back’. More information on how this is possible is available here on the gov.uk website; www.gov.uk/seed-enterprise-investment-scheme-background.

For more information on Kin Capital visit their website at www.kincapital.co.uk.



SEIS FundOUR PRODUCTS

http://www.kincapital.co.uk/projects/goldfinch-seis-fund/www.gov.uk/seed-enterprise-investment-scheme-background

EIS & SEIS Summary Benefits

EIS SEIS

Income Tax Relief

30p for £1 invested 50p for £1 invested

CGT Relief 28p for £1 invested - deferred 14p for £1 invested

IHT ReliefBusiness Property Relief; after 2 years the investment sits completely outside

your estate

ROI Each project is different ranging from 10-75%*

Potential Investor Benefits

Film premieres, VIP treatment, attend film festivals, Exec producer credits available,

involvement in development process, meet the cast and crew, appear as an extra,

exclusive previews, pre-release screenings



Projects of NoteGoldfinch XX - Under Milk Wood (Captain Cat Limited)

Goldfinch XVI - KidsCave Entertainment

Goldfinch XVII - Burn Burn Burn

Goldfinch XXXV - Three Headed Eagle Limited

Goldfinch L - The Eichmann Show

Goldfinch LIII - Building Jerusalem



Goldfinch L - The Eichmann Show

What People Have Said...



EISA Awards :‘Best Newcomer‘Shortlisted 2014

Allenbridge :

‘Low Risk for EIS’

HMRC :‘Gold

Medal’

Coutts:‘The Gold Standard’

Growth Investor Awards : ‘Industry Game Changer’ Shortlisted 2015

Key Points■ Completely unique

■ Something to suit all investors

■ Healthy returns

■ Expert team



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18 April 2023

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COULD YOUR CLIENTS BE MAKING MORE USE OF BUSINESS PROPERTY RELIEF?

For professional advisers only and should not be relied upon by retail clients

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TAX EFFICIENT INVESTING WITH OXFORD CAPITALBACKGROUND

• Oxford Capital has been managing tax efficient investments since 1999.

• Partnership owned.

• 40 employees split between head office in Oxford and London.

• Managing assets in excess of £300m.

• Two core investment strategies – Growth and Infrastructure.

• Experienced investment teams with proven track records.

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TAX EFFICIENT INVESTING WITH OXFORD CAPITALINVESTMENT EXPERTISE

Investment Strategy Growth Infrastructure

Client Motivation

Potential for investment

returnTax planning investment

Offering

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TAX EFFICIENT INVESTING WITH OXFORD CAPITALTHE OXFORD CAPITAL JOURNEY

Investor Support Advisor Support

• Dedicated investor services team.• Efficient and timely management of EIS3

certificates.• Semi-annual cash statements and annual

audited valuation reports.• Annual investor reporting event for each

investment strategy.• Online support via Oxford Capital’s ‘Investor

Centre’.

• Business development support, including workshops with professional partners / introducers and joint presentations to clients.

• CPD qualifying workshops on how BPR and EIS can be integrated into holistic wealth planning.

• Regular updates (face-to-face, webinars, conference calls) on offerings.

• Dedicated investor services team.• Parallel reporting.• Online support via Oxford Capital’s ‘Investor

Centre’.

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AGENDA

1 UNDERSTANDING THE IHT PROBLEM

2 WHAT IS BUSINESS PROPERTY RELIEF AND WHERE DOES IT FIT?

3 IDENTIFYING SUITABLE CLIENTS

4 DESIGNING A CLIENT RECOMMENDATION

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UNDERSTANDING THE IHT PROBLEM

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BPR BACKGROUNDUNDERSTANDING THE IHT PROBLEM

• Assets in excess of £325,000 (the nil rate band) subject to IHT at 40%.

• The nil rate band is frozen at this level until 2020/21.

• New main residence nil rate band proposed from April 2017.

• Over £3.4bn collected by HMRC (2013/14).

• Generally regarded as a ‘voluntary tax’.

• As ‘asset values’ recover, the problem will only get worse.

• Ageing population.

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BPR BACKGROUNDTHE IMPACT OF AN AGING POPULATION

• Number of the UK residents aged 65 and over is 11.1m (representing 17.4% of the population).

• This age group has increased by 17.3% in ten years.

• Males over 75 up 26% (women up 6%).

Source – ONS 2012.

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BPR BACKGROUNDRISING HOUSE PRICES

• The average detached house is now valued at £323,100 (or 99.4% of the nil rate band).

• House prices are up, on average 11%, in five years.

• In London and the South East, prices have increased by almost 30%.

Region5 years

agoCurrent value

% change

London £524,300 £672,500 28.3%

North £228,900 £233,800 2.1%

Yorks & Humb

£223,400 £260,100 16.4%

N. West £251,100 £267,700 6.6%

E. Midlands

£206,700 £247,200 20%

W. Midlands

£266,600 £249,400 6.9%

E. Anglia £237,000 £299,200 26.2%

S. East £377,400 £490,400 29.9%

S. West £345,600 £377,400 9.2%

Scotland £257,000 £253,300 -1.4%

UK average

£290,200 £323,100 11.3%Source: Halifax Property Index Q3 2014.

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BPR BACKGROUNDESTATES PAYING IHT EXPECTED TO DOUBLE

• The number of estates paying IHT is expected to double.

• Over the next five years 236,000 estates are expected to be subject to IHT.

• By 2018/19, almost 10% of estates will be subject to IHT.

Tax year

Proportion of

deaths subject to IHT

(%)

Deaths (‘000s)

Number of deaths subject to IHT (‘000s)

2013-14 4.8 548.7 26.2

2014-15 6.5 547.9 35.9

2015-16 8.0 547.6 43.8

2016-17 9.0 548.0 49.1

2017-18 9.6 549.0 52.7

2018-19 9.9 550.6 54.5

Source – OBR 2013.

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BUSINESS PROPERTY RELIEF (BPR)BACKGROUND

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BPR BACKGROUNDHISTORY OF BPR

• Introduced by Finance Act 1976.

• Designed to prevent a business having to be sold to pay IHT.

• Provided as a statutory relief, it offers non-contentious tax savings.

• Relief available at up to 100%, depending on asset.

• Increasingly used as a wealth management solution.

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BPR BACKGROUNDTHE THREE PILLARS OF ESTATE PLANNING

ESTATE PLANNING

Solutions that utilise BPR Lifetime gifting Creating a fund to pay the IHT liability

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BPR BACKGROUNDKEY BENEFITS

Access and control retained.

No complex trust structures or medical underwriting.

FLEXIBILITY

SIMPLICITY

Can accommodate a change in circumstances.AVAILABILI

TY

TIMELINESS

IHT benefits are achieved after just two years and if held on death.

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BPR BACKGROUND

THE PROBABILITY OF SUCCESS

• Few estate planning solutions are effective immediately.

• Gift based solutions typically take seven years to be fully effective.

• BPR solutions provide freedom from IHT after just two years.

Current age

Male Female

Life expectancy

Probability of surviving two

years

Probability of surviving

seven years

Life expectancy

Probability of surviving two

years

Probability of surviving

seven years

65 18 97% 89% 20 98% 92%

70 14 96% 82% 16 97% 88%

75 11 93% 71% 12 95% 79%

80 8 88% 55% 9 91% 64%

85 5 80% 34% 6 84% 44%

90 4 68% 17% 4 73% 23%

95 2 53% 0% 3 58% 0%

Source: Office for National Statistics

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IDENTIFYING SUITABLE CLIENTS - BPR PLANNING IDEAS

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BPR PLANNING IDEASSUMMARY

‘Accelerated’ Estate Planning

Lifetime Gifting – Making Transfers Into Trust in Excess of the Nil Rate Band

Starting the Journey - Reducing the Costs of Estate Restructuring

BPR as a Trustee Investment – Managing the Periodic Charge

Mental Capacity – Powers of Attorney

Exit Planning for Business Owners

Death Bed Planning – It’s Never Too Late

The ‘Holy Trinity’

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LIFETIME GIFTING – MAKING TRANSFERS INTO TRUST IN EXCESS OF THE NIL RATE BAND

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LIFETIME GIFTING

A SIMPLE EXAMPLE

• Transfers into a ‘relevant property’ trust are chargeable lifetime transfers (CLT), with amounts in excess of the available nil rate band subject to tax at 20%.

• Where the person making the gift chooses to pay any liability, the effective rate of tax increases to 25%.

Value of transfer

£428,000

Less annual gifting exemption

£3,000

Value of CLT £425,000

Less, available nil rate band

£325,000

Amount subject to tax £100,000

Tax due at 20% £20,000

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EIS IN ACTION

LIFETIME GIFTING

£428,000

Available to gift

£328,000

DiscretionaryTrust

£100,000

BPR qualifyingassets

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EIS IN ACTION

LIFETIME GIFTING

£428,000

Available to gift

£428,000

DiscretionaryTrust

£100,000


Option 1

After two years, transfer

to existing trust

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EIS IN ACTION

LIFETIME GIFTING

£428,000

Available to gift

£328,000

DiscretionaryTrust (No.1)

£100,000


£100,000

Discretionary Trust (No.2)

Option 2

After two years, transfer

to new trust

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BPR AS A TRUSTEE INVESTMENT –

MANAGING THE PERIODIC CHARGE

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BPR PLANNING IDEASBPR AS A TRUSTEE INVESTMENT – MITIGATING THE PERIODIC CHARGE

• Relevant property trusts are subject to periodic charges every ten years.

• Where the trust assets exceed the nil rate band available, IHT is paid at 6% on the excess.

• Capital distributions are ‘added back’ when determining trust assets.

Value of trust fund

£1,325,000

Less, available nil rate band

£325,000

Amount subject to tax £1,000,000

Tax due @ 6% £60,000

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BPR PLANNING IDEASBPR AS A TRUSTEE INVESTMENT – MITIGATING THE PERIODIC CHARGE

Without EIS With EIS

Value of trust asset not qualifying for BPR £1,325,000 £325,000

BPR qualifying trust assets Nil £1,000,000

Amount subject to IHT £1,000,000 Nil

IHT payable @ 6% £60,000 Nil

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MENTAL CAPACITY – POWERS OF ATTORNEY

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BPR PLANNING IDEASPOWERS OF ATTORNEY - RESTRICTIONS ON THE ABILITY TO MAKE GIFTS

Section 12, MENTAL CAPACITY ACT 2005 - SCOPE OF LASTING POWERS OF ATTORNEY, GIFTS

(1) Where a lasting power of attorney confers authority to make decisions about P's property and affairs, it does not authorise a donee (or, if more than one, any of them) to dispose of the donor's property by making gifts except to the extent permitted by subsection (2).

(2) The donee may make gifts• (a) on customary occasions to persons (including himself) who are related to or connected

with the donor, or

• (b) to any charity to whom the donor made or might have been expected to make gifts, if the value of each such gift is not unreasonable having regard to all the circumstances and, in particular, the size of the donor's estate.

(3) “Customary occasion” means—• (a) the occasion or anniversary of a birth, a marriage or the formation of a civil partnership,

or

• (b) any other occasion on which presents are customarily given within families or among friends or associates.

(4) Subsection (2) is subject to any conditions or restrictions in the instrument.

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BPR PLANNING IDEASPOWERS OF ATTORNEY – HOW BPR CAN HELP

• No need to make a gift / create a trust.

• Assets are registered in the name of the donor.

• The donor retains full access to the investment, together with the proceeds.

• No need to involve the Court of Protection.

• Saving time and money.

• Freedom from IHT after just two years.

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EXIT PLANNING FOR BUSINESS OWNERS

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BPR PLANNING IDEASEXIT PLANNING FOR BUSINESS OWNERS

RESTORING BPR ON THE SALE OF A BUSINESS

• On sale, the proceeds will be in the estate of the client as BPR ‘shelter’ is lost.

• BPR can be ‘restored’ immediately by investing the proceeds in to BPR qualifying assets within three years, buying time to consider options and allowing significant amounts to be transferred into trust without lifetime IHT charges.

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BPR PLANNING IDEASEXIT PLANNING FOR BUSINESS OWNERS

BUSINESS SALE DUE TO ILL HEALTH

• What if the client is forced to sell a BPR qualifying business as a result of a terminal or critical illness? The illness may significantly reduce life expectancy. While sale may qualify for Entrepreneurs Relief, any gains will be taxed at 10%*.

• An investment into an EIS offers a potential solution given it attracts BPR qualifying status after two years.

*Assumes sale qualifies for Entrepreneurs Relief at 10%.**Subject to meeting qualifying criteria.

***Income tax relief of up to £300,000 could also be claimed.

Without EIS With EIS***

Gain on sale of business

£1,000,000 £1,000,000

CGT payable immediately*

£100,000 Nil

Proceeds net of CGT £900,000 £1,000,000

IHT arising on death £360,000 Nil**

Balance passing to beneficiaries

£540,000 £1,000,000

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DESIGNING A CLIENT RECOMMENDATION

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OVERVIEW OF CLIENT OBJECTIVES

• Freedom from IHT in the near term

• Typically seeking capital preservation

• A desire to balance the need for access with the opportunity to achieve a real return

• Flexibility to accommodate a change in circumstances

• The ability to access capital, either as a lump sum or a regular ‘income’

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BALANCING RISK WITH THE NEED FOR INVESTMENT RETURNS

• Many clients will be risk averse

• Diversification at an asset level can help manage specific risk

• Consider spreading the investment across a number of providers

• Important to achieve a ‘blend’ of liquidity options in order to allow the required level of access whilst also providing the potential for returns.

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CONSIDERATIONS WHEN ASSESSING A CLIENT’S NEED FOR ACCESS

• Not all clients will have the same need for access

• Arranging a suitable contingency fund remove the need to redeem investments – at least in the short term

• A diversified portfolio can offer a range of access options

• High level of access can impact on potential returns

• Many clients who request higher levels of access rarely utilise it.

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STRUCTURING THE INVESTMENT

Immediate:

• Review accumulation or income options

• Need to consider the client’s tax position

• Determine frequency of any withdrawals

• Should the application be in joint or single names

Future:

• Consider how the client’s circumstance may change over time

• Will this necessitate rebalancing a client’s portfolio?

• What are the costs and tax implications of making changes?

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ESTATE PLANNING SERVICE

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ESTATE PLANNING SERVICESUMMARY

Client motivation Tax planning investment.

Strategy

Discretionary investment management service investing in companies that qualify for BPR. Focus on capital preservation.

Structure

Subscriptions invested in one or more holding companies depending on portfolio selected.

Configurability5 investment options, offering the choice of access, income and growth.

Flexibility

Ad hoc and/or regular access to capital, the option of a regular income, plus opportunity to switch option if circumstances change.

Subscriptions

Minimum of £50,000. Minimum for top up £25,000. Subscriptions are invested monthly.

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ESTATE PLANNING SERVICEUNDERSTANDING THE INVESTMENT OPTIONS

CHOICE OF FIVE OPTIONS

Investment Option

Target dividend Income (p.a.)

Target capital growth (p.a.)

Target access to capital

Income 4% 6 months

Growth, with access 3% 1 month

Growth, with return 5% 6 months

Growth, balanced access and return

4%

Up to 50% within 1 month, with the balance after 6 months

Growth and Income 2% 2% 6 months

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Q&A

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REGULATORY NOTICE

We invest in companies for which there is no established or ready market for their shares. Capital is at risk and investors should only invest if they can afford to lose their capital. Investment is of a long term and illiquid nature. Past performance is not a reliable indicator of future results. Any tax advantages associated with investing are subject to change and depend on the individual circumstances of each investor.

This financial promotion is issued and approved by Oxford Capital Partners LLP (“Oxford Capital”) 201 Cumnor Hill, Oxford, OX2 9PJ. Authorised and regulated by the Financial Conduct Authority under number 585981. Applications for investment in funds/portfolios managed by Oxford Capital may be made only on the basis of the relevant Information Memorandum and application form, copies of which are available from Oxford Capital. No reliance is to be placed on the information contained in this document in making any such application. This material is directed only at persons in the UK and is not an offer or invitation to buy or sell securities. This document is not an offer or invitation to invest in products managed by Oxford Capital nor does it solicit any such offer or invitation.

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INHERITANCE TAX PLANNINGEIS, SEIS and other IHT efficient investments

October 2015

Disclaimer

This Presentation is an exempt financial promotion for the purposes of section 21 Financial Services and Markets Act 2000, by reason of article 16(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, which has been issued by Kuber Ventures Limited, an appointed representative of Sturgeon Ventures LLP, which is authorised and regulated by the Financial Conduct Authority. The presentation has been approved by Sturgeon Ventures LLP

The attention of prospective investors is drawn to the fact that amounts invested in Enterprise Investment Scheme (EIS) Funds will be committed to investments which are of a long term and illiquid nature and are therefore not suitable for all investors. Neither the EIS Funds nor the companies in which they invest will be quoted on any regulated exchange or market and, accordingly, there will not be an established or ready market in participations in the EIS Funds or the underlying investments. An investment in the EIS Funds will therefore not be easily realisable before maturity.

This Presentation does not constitute an offer or solicitation in any jurisdiction in which such an offer or solicitation is not authorised or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. It is the responsibility of each recipient (including those located outside the UK) to satisfy itself as to full compliance with the applicable laws and regulations of any relevant territory in connection with any application to participate in the EIS Funds including obtaining any requisite governmental or other consent and observing any other formality presented in such territory.

You should be aware that investment values and any income from them may go down as well as up and you may not get back the amount you originally invested. No person has been authorised to give any information or make any representation concerning the EIS Funds other than the information contained in this Presentation or in connection with any material or information referred to in it and, if given or made, such information or representation must not be relied upon. In accordance with COBS 2.4 of the FCA Handbook the information has been verified to the best our ability. All statements of opinion or belief contained in this Presentation and all views expressed and statements made regarding future events represent Kuber Ventures Limited’s own assessment and interpretation of information available to them as at the date of this Presentation.

Kuber Ventures Limited is not a tax adviser and you should independently verify the financial planning strategies outlined in this presentation

For Intermediaries and client discussion purposes only

My background

Dermot Campbell APFS Chartered FCSI

Chief Executive, Kuber Ventures

22 years industry experience• Snr Client Adviser, UBS• Chartered Financial

Planner• Former Independent

Financial Adviser

Learning Objective

To understand inheritance tax efficient

investing using EIS, SEIS, AIM listed and other IHT efficient investments.

How do investments qualify for IHT benefits

Relevant Business Property

100% Business Relief

Trading businessesUnlisted cos AIM listed

Partnership interests

50% Business reliefControlling interests in Listed

cos

Equipment

Land and buildings

Non EIS investments with IHT benefits (BPR portfolios)

•Relevant Business property includes lower risk businesses•EIS excluded activities

Trading business

es

•No established market so not guaranteed•May be a liquidity facility built in•Matching funds•Liquidity reserve•Saleable assets

Liquidity

Interaction with Capital Gains Tax

1st Dec 2012 30 Nov 20161st Dec 2015

3 Calendar years 1 year

No CGT on deathN.b. Post death profits subject to CGT

Replacement PropertyDate of death

Relevant business property

Short period of ownershipRelevant business property2 years ownership

Look 5 calendar years back

Cash (not qualifying)

Investment Investment



Portfolio

Investment

Spend

Investment

Investment

Cant Spend

Replacement Property

Look back 5 years

• 2 years ownership in 5 years

Must invest all of the proceeds in replacement investment• OK to pay fees out of proceeds but cant spend• Lots of smaller investments better than 1 big

one

Investment Options

• Unlimited CGT deferral• Maximum income tax claim £300k• - £600k if carrying back

• Carry back available for income tax

Enterprise Investment Scheme

• Formally known as BPRIHT efficient investments

• £200,000 per annumAIM ISAs

• £100,000 per annum for income tax and CGT• Carry Back

Seed Enterprise Investment scheme

Comparison of investment structures

IHT relief Liquidity Valuation post investment

Income Other tax reliefs

EIS Yes AIM only Normally book cost

Occasionally but usually no

Income taxCGT deferral

SEIS Yes No Could be £0 immediately post investment

Unlikely Income tax 50% CGT relief

Relevant property

Yes Yes with caveats

Normally book cost

Normally None

AIM Yes Matched bargain

Market value Sometimes ISAs and EIS portfolios

VCT NO Yes - discounts

Discount to book cost

Yes – tax free but not guaranteed

Income tax only

AIM listed investments

•No guaranteed liquidity•Order matching service

Matched Bargain system

•Promotion to main market

Investments cease to qualify

•Non trading companies•Too much cash or investments on balance sheet

Some AIM investments do

not qualify

SUITABILITY CONSIDERATIONSTax Efficient Investing

KUBER VENTURES LIMITED

Multi-Manager Tax Efficient investment Platform Why a platform for EIS?

Kuber Ventures: platform solution

Custodian account

Fund

Nominee holds EIS shares on your behalf

Fund Fund Fund Fund

Cash

Adding value to your business

Diversification

Due diligence

Manager of managers

Operational efficiency

Adviser charging

Administration management

Funds under influence

Diversification

Tax structure

Sector

Funding stage

Underlying company

Provider/ Manager

Vintage

What next?

Consider opportunities within your client bank

45% tax CGTIHT LTA

Sols and

accts

Decide on strategy and carry out due diligence

Meet Kuber

Panel

020 7952 6685

Approach potential clients and introducers

Marketing strategy

CPD workshops

www.kuberventures.com

Further information

Helpline• 020 7952 6685

Online resources• www.kuberventures.

com• http://

www.theaic.co.uk• http://

www.hmrc.gov.uk

18 April 2023

Mariana Post Budget EIS Planning

Disclaimer…

102

This presentation is prepared by Mariana Distribution LLP.

Mariana Distribution LLP is an appointed representative of Mariana Capital Markets LLP (Mariana) which is authorised and regulated by the Financial Conduct Authority (FRN 551170).

This presentation has been prepared for information purposes only. It has not been approved by Mariana as a financial promotion under s21 of the Financial Services & Markets Act 2000. It does not and is not intended to constitute or form part of an offer, recommendation or solicitation to buy or sell a financial product.

Any potential investor in a product referred to herein should satisfy themselves about the terms of the investment, the related risks and its suitability having regard to their individual circumstances.

• Introduction to Mariana

• EIS Refresher

• The Government Subsidy Gap

• The Mariana Water Turbines EIS

• Planning Ideas

Agenda

103

Who are Mariana?

104

Initially established as a brokerage firm, Mariana now employ approximately 60 people with offices in London and San Francisco. As the business has expanded we have developed a broad range of complementary functions, including: • Interbank broking• Asset Management• Market Strategy• Tax Advisory

• Structured Investments & deposits• Tax-efficient Investments

We’re not alone…

105

Enterprise Investment Partners are the investment manager, advised by Mariana

They have raised over £200 million of funds in the tax-efficient investment space

Established in 2010, the founders have over 25 years experience investing in BPR and EIS qualifying companies; with a particular focus on EIS

Sector focus on renewable energy and infrastructure

EIS Tax Reliefs

106

1. Income tax relief

• Up to 30% income tax relief available on EIS investments of up to £1 million in any tax year

• Also available on £1 million carried back to the previous tax year

2. Unlimited Capital Gains Tax (CGT) deferral

• Gains can be deferred that crystallised 36 months prior and 12 months post investment in to the EIS

3. IHT shelter

• EIS companies qualify for Business Property Relief

• As long as the shares have been held for 2 out of the last 5 years, and at the time of death, the value of the EIS investment will be exempt from IHT

The Government Subsidy Gap

107

£626 million raised in the 13/14 tax year, with 62% going to renewable energy projects

Since 2011 the most popular EIS qualifying trade has been renewable energy – namely solar and anaerobic digestion

The Government offer favourable subsidies for the production of renewable energy

Budget changes state that any EIS company benefiting from a Government subsidy will no longer qualify under the EIS rules

£388 million opportunity – the ‘renewables gap’

The Government haven’t attacked renewables; by 2020 20% of UK energy consumption must come from renewable energy sources, and there must be a 34% reduction in UK CO2 emissions

The Government Subsidy Gap

108

Why were renewables so popular?

1. Known cost baseThe installation and operational costs are fairly well known from the outset

2. Proven technologyRenewable energy projects often involve well-established technology

3. Long term predictable revenue streamsThe Government subsidies allowed the EIS company to earn a long-term, RPI linked, predictable revenue stream, improving:

a) Valuations: Most providers valued these EIS companies on a discounted cash flow basis. The fact that there was strong visibility over future returns contributed to stable valuations.

b) Exit: Investors can exit their EIS investment after three years. To provide liquidity, the renewable energy assets have to be sold to a third party. Banks, pension funds and renewable energy companies, for example, were attracted to these assets because of the long-term predictable revenue streams that they generate.

Mariana Water Turbines EIS

The Mariana Water Turbine EIS

110

The headlines

Strict capital preservation mandate

Target return of 5-7% per annum

Liquidity after 3 years, with the option to retain

Looking to ‘plug the gap’ left by budget changes

Mariana have exclusivity over the use of this trade


111

The Trade

EIS companies will own hydro-electric water turbines installed in the UK’s water pipe network

Co-operation of some of the largest water companies in the UK

The natural water pressure in the pipe turns a turbine to create electricity

20+ year PPA (Power Purchase Agreements) are in place which allow the host utility company to purchase the electricity produced. The energy will be 30% cheaper than buying it directly from the grid (7p per KWh)

In addition to the energy savings, the water company enjoys reduced carbon emissions and improved social and environmental impact

The EIS company enjoys a long-term, predictable revenue stream


112

EIS Company

1

Water Utility

Company

• Energy (7p per KWh) • Reduced CO2 emissions• Improved social impact

• Long term PPA agreement• 20+ year predictable

revenue stream


113

Does it plug the gap?

Proven technology – this technology has been around for many years and more than 20 active sites (with multiple turbines per site) are in place around Europe. It is simple technology which is easy to install and maintain

Non-weather dependent – unlike many forms of renewables our trade does not rely on certain weather conditions

Predictable revenue stream – the contractual agreement between the water company and the EIS company providers an RPI linked return over the long term. By removing the need to sell the power to the National Grid at a subsidised level, our trade will continue to qualify under EIS legislation

Credible counterparties – in selling the electricity output directly to the host utility companies, we will only be dealing with companies that are well established and of good credit quality

Not affected by power outages – electricity is still generated when there has been a power outage on the external grid network making the facility more resilient

EIS Planning Ideas

Year 1

Recycling EIS investments – school fees planning

115

£50K

£15,000 of income tax

relief

£50K


relief

£50K


relief

Year 2 Year 3 Year 4

*Assumes each investment preserves its value and the investor continues to have over £15,000 of income tax paid in each tax year

Selling an asset pregnant with gain

116

£500K propertywith £300K gain

£84K tax bill

*Assumes investor is a higher rate tax payer

£300K EIS investment £200K cash

• £84K CGT saving • £90K income tax

relief• Potential £120K

IHT saving

Tax efficient profit extraction

117

£50K dividend

Option 1 Option 2

*Assumes investor is a higher rate tax payer**From April 2016 taxation of dividends will change

£37.5K net of tax

£50K dividend

invested in EIS

£15,000 income tax

relief

£52.5K; £50K EIS investment£2.5K extra tax relief

£12,500 income tax

liability

What next?

118

• CPD sessions & technical support

• Professional connection support

• Client meetings

• Tax advisory:- Non doms- Trusts- Offshore companies- Corporate restructuring- Inheritance tax- R&D tax credits- Capital allowances- Withholding tax

Thank you for your time

18 April 2023

EIS MAGAZINE EVENT October 2015

Presentation by:

John MarsdenFounder and Managing DirectorInnvotec Ltd

This presentation is approved by Innvotec Limited which is Authorised and

Regulated by the Financial Conduct Authority (FCA).

The presentation is for Professional Advisers only.

Innvotec Limited is registered in England and Wales Company Number 02030086.

Innvotec is a small authorised UK AIFM “Alternative Investment Fund Manager”

regulated by the FCA (FRN: 122365).

EIS MAGAZINE EVENT

A WORD OF WARNING

THIS PRESENTATION IS INTENDED STRICTLY FOR AUTHORISED PROFESSIONAL FINANCIAL ADVISERS ONLY AND MUST NOT, UNDER ANY CIRCUMSTANCES, BE DISTRIBUTED TO ANY DIRECT INVESTORS.

The investments and opportunities featured in this presentation place investor’s capital at risk and investors may not get back the full amount invested.

Tax treatment may be subject to change and the value of the tax benefits in this presentation depends on the individual circumstances of each investor. The availability of tax reliefs also depends on the individual investee companies complying with regulations and maintaining their qualifying status for EIS/SEIS purposes. Neither past performance nor forecasts are reliable indicators of actual future results and should not therefore be relied upon.

Unquoted shares are likely to have significantly higher volatility and liquidity risks than other types of quoted shares.

This presentation is not intended to constitute investment, taxation, legal or financial planning advice. We recommend all investors seek independent financial advice before investing in any our products.

EIS MAGAZINE EVENT

TAX AND INVESTMENT PLANNING USING:

ENTERPRISE INVESTMENT SCHEME (EIS)

&

SEED ENTERPRISE INVESTMENT SCHEME (SEIS)

CAPITAL APPRECIATION THROUGH INVESTING IN A PORTFOLIO OF HIGH GROWTH BUSINESSES

EIS MAGAZINE EVENT

Innvotec Background / History

• Independent - ownership in hands of directors / staff.

• Clients - traditionally pension funds, corporates, ERDF (European money).

• Focus-capital appreciation via investment in fast-growth businesses.

• Regulated - from the outset in 1989, currently FCA as a small authorised Alternative Investment Fund Manager (AIFM). Can hold and control client money and assets.

• Early 2000’s - business modus operandi review resulted in working with knowledgeable Strategic Partners.

• 2009 - launched initial EIS Fund with Anglo Scientific as its first Strategic Partner.

• 2013 – launched initial SEIS Fund with SUFC as its second Strategic Partner.

• 2015/16 - 7 EIS/ SEIS Funds in conjunction with 5 Strategic Partners.

• 2016 – Crowdfunding platform and Bermuda subsidiary (Offshore money into Innvotec portfolio companies).

EIS MAGAZINE EVENT

EIS MAGAZINE EVENT

Recap on benefits accruing to EIS / SEIS investing

• Set off against income tax.

• Capital gains tax deferral (50% total exemption for SEIS).

• Carry back facility.

• Capital gains tax exemption on exit-3 year holding period.

• IHT reliefs- 2 year holding period.

• Loss Relief (to include negligible value claim) with amount of loss (less initial tax relief received) offset against income – helps protect the downside.

EIS MAGAZINE EVENT

Income Tax Benefits

EIS SEIS

Relief 30% 50%

Annual Limits £1m £100k

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Capital Gains Tax Exemption / Deferral

EIS SEIS

Annual Limit Unlimited £100k

Deferral 100% 50%

Exemption 0% 50%

EIS MAGAZINE EVENT

Carry back facility

Against Income Tax CGT Reinvestment

EIS 1 year 3* years

SEIS 1 year 0** years

*Qualifying investment must be made one year before or three years after gain on which relief is sought.** Qualifying investment has to be made in same tax year.

EIS MAGAZINE EVENT

IHT benefits of investing in EIS / SEIS companies

• Investments outside of IHT net if held for more than 2 years.

• This is due to Business Property Relief (BPR).

• The investor will still retain access (subject to liquidity) and control of the funds invested if needed.

• Various IHT planning opportunities (mostly asset backed).

EIS MAGAZINE EVENT

✔ ✖

An on-going hard-line approach to what type of company tax reliefs will apply A company can’t apply for reliefs for the first time if it has been trading for more than 7 years or 10 years in the case of knowledge intensive companies and there is a £12m aggregate EIS limit (£20m for knowledge intensive companies).

Real Capital Growth businesses

Investments with a degree of risk

Tax Reliefs to go where intended

Businesses dependent on things like feed-in tariffs

Investments with little or no risk

Closing of “loop holes

EIS MAGAZINE EVENT

HMRC Reviews & Budget Changes

• Broadly speaking Fund Managers will continue to build EIS portfolios that will be classed as either capital “preservation” or “growth/appreciation” but the type of business to be targeted will revert to the more conventional trading company and it will be evaluated on its risk and trading profile (is it profitable / cash generative), where it is on its valuation growth “curve”, time to and ease of exit.

• SEIS portfolios by the very nature of the target companies have to be focused on growth/ capital appreciation.

• Occasionally there are “hybrid” funds appearing offering investors the prospect of investing in both SEIS / EIS opportunities in the same tax year. NB the same portfolio company can be in receipt of both SEIS and EIS in the same tax year.

EIS MAGAZINE EVENT

Value Graph

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• Perceived to be more risky given nature and status of target companies and they are but:

• Risks need to be analysed, known and understood and then matched against potential upside.

• Risks within a Fund lie in the business risks inherent in the individual companies and the accompanying probabilities.

• The “upside” potential and time to “exit” depends on where the individual companies are on their growth curves.

Capital Appreciation Funds / High Growth Opportunities(typically with a technology-bias)

EIS MAGAZINE EVENT

Capital Appreciation Funds / High Growth Opportunities(typically with a technology-bias)

• Investors / advisers have no way of knowing anything about the type and stage of companies being invested in and depend on the expertise of the Fund Manager.

• Less understanding on the advisers’ part of the sector and type of target company leads to less inclination to recommend.

• The conundrum being that investors themselves want to support emerging UK-based companies and make a decent gain for so doing.

• So the more advisers know and understand about the portfolio composition, trading status, level of risk and how risk is being handled the more confident they are.

EIS MAGAZINE EVENT

Risk mitigation in capital appreciation (EIS/SEIS) Funds

How to address this?

The intention is to address as far as is possible the risk within each portfolio company and hence within the Fund using the expertise of Innvotec and their Strategic Partners.

STRATEGIC PARTNERING

Avoids the need for costly specialist

in-house expertise and specialist due diligence

Provides quality deal flow

Helps evaluate any technologies,

business strategies, opportunities and

risks

EIS MAGAZINE EVENT

Startup Funding Club Innvotec’s Strategic Partner for SEIS Some Case Studies

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STARTUP FUNDING CLUBAn eco-system of services focused on early stage investment and post investment support for “startups”

Portfolio Adviser to SEIS Funds

Angel Investment Network

Support Services

100+ active angel investors

Provide expertise and follow on funding to companies

Strategy & Mentoring

Accounting & Bookkeeping

Marketing & PR

Legal Support

EIS MAGAZINE EVENT

Startup Funding Club’s Model

SFC blends angel and fund investments and then mentors/supports companies

SEIS Funds Angel Network

£5 million invested in startups in total

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Portfolio Approach

• Objective: building diversified portfolios across various sectors

Technology

• Consumer Products

• Food and Drink etc.

• SFC leverages a large network of Experts with extensive sectoral experience

• Deal selection

• Post investment support

14%

29%

342%

Consumer Goods25%

520%

Sector Breakdown of our Previous SEIS Funds

EIS MAGAZINE EVENT

Pariti

Their proprietary software enables unique credit assessment and helps actively build borrowers credit worthiness. They offer credit scoring as a service and give appropriate third party product referrals based on a user’s Pariti score and financial situation.

Ixty.io

People play games worldwide on their mobile phones and tablets. They are usually free until you are invited to for example buy a sword to slay a dragon. Prices for the sword are typically identical worldwide. Ixty software allows games developers to optimise pricing depending on affordability in various countries.

GarbanzoAn innovative UK based healthy snack food company. Launched the first low calorie (88kcal) snack made from Dry Roasted Chickpeas. Developed several flavours including Sun Dried Tomato, Garlic & Herb, Thai Chili and Bombay Firecracker. Other product lines are available and being developed. Now available in major retailers like Holland & and Barretts and Boots etc.

EIS MAGAZINE EVENT

Anglo Scientific Innvotec’s Strategic Partner for EIS A Case Study

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Found & build companies that disrupt large markets with groundbreaking new technologies.

Combine high-potential intellectual property with disciplined risk mitigation.Companies founded by Anglo Scientific:

Communications

Life Sciences Security and Resilience

EIS MAGAZINE EVENT

Anglo Scientific (AS) summary

Solid Businesses

AS has built a portfolio of substantially risk mitigated growth companies that are based on disruptive scientific breakthroughs with defendable IP, which address clearly identified needs in large markets

Company Building

AS is a team of entrepreneurs that sets the vision for its companies, often defining new strategies, business models or market applications, or rolling together multiple opportunities to deliver a proposition worth much more than the sum of the parts

TeamsAS principals typically serve as the initial executive management of the companies, and then recruit world class talent as the businesses grow, proven executives who share AS’ vision for the disruptive potential of the company and have the skills to deliver growth and shareholder returns

Global Perspective

AS has offices in the UK, USA and Singapore, and a team with business experience around the world, enabling it to pursue global opportunities for both AS and its portfolio companies

Deal SourcingAS has a track record of sourcing high-potential opportunities from universities, research institutes and corporates from around the globe - its unique model of entrepreneurial leadership and hands-on management allows it to capture opportunities that are initially too incomplete for most investors

EIS MAGAZINE EVENT

high quality, diverse relationships fuel pipelineProven and sustainable network built over many years to source new opportunities and to validate, de-risk & complement portfolio companies

Plus active network of 100s of professors, scientists, government agencies, executives, board members, investors, etc.

Expanding from UK’s world-class research base across geographies…

Leverage UK core with office in Boston and entry in Singapore/Asiaan

d ty

pes o

f ins

tituti

ons

EIS MAGAZINE EVENT

summary

High-potential assets

1

2 Management, product, market, customers, IP

Risk mitigation

3Extensive range of validated sources

Proven track record

Robust pipeline

EIS MAGAZINE EVENT

thecompanies

BETTERFOOD

PATHOGEN TESTING

ALLERGY TESTING

RE-IMAGINED

SAT-COMM ON THE MOVE

DETECTING CONCEALED

THREATS

STROKE TREATMENT

TRANSFORMED

SYNTHETIC “DESIGNER” MOLECULES

CCTV VIDEO

ANALYTICS

HIGH SPEED

INTERNET TO TRAINS

The world's first low profile, high gain antenna for satellite communications on the move. Enables fast internet connectivity onboard moving vehicles. www.phasorsolutions.com

Solving crimes and saving lives by finding people in video datawww.seequestor.com/

Systems that can search crowds for concealed threats such as guns and hidden explosive devices.www.rpssys.com

World leading provider of high speed internet to trainswww.21net.com

Synthetic antibodies for Rx and Dx - spun out of Fujitsuwww.aptabiosciences.com

Faster, more affordable food pathogen testing (salmonella and listeria)www.solusscientific.com

The world’s first fully automated, affordable system to detect a person’s complete allergy profile.www.microtestdx.com

World’s only clinically proven treatment for dysphagia, transforming the lives of people with swallowing dysfunctionwww.phagenesis.com

Anglo Scientific creates one or two new high potential companies per year.www.angloscientific.com

+PIPELINE

http://www.phasorsolutions.com/

http://www.seequestor.com/

http://www.rpssys.com/

http://www.21net.com/

http://www.aptabiosciences.com/

http://www.solusscientific.com/

http://www.microtestdx.com/

http://www.phagenesis.com/

http://www.angloscientific.com/

EIS MAGAZINE EVENT

Radio Physics Solutions A Case Study

EIS MAGAZINE EVENT

THE PROBLEM: GUN CRIME AND BOMB ATTACKS

526,000 people die violently every year- 75% in non-conflict areas - 25% of all violent deaths in 14 countries

60,000 people killed or maimed in last 3 years world wide

- Over 80% are civilians- Targets from Boston to Bahrain

EIS MAGAZINE EVENT

WHY NOW?THERE IS NO EXISTING SOLUTION ON THE MARKET YET: $BILLIONS ARE SPENT ON THE PROBLEM

47% p.a

GLOBAL STANDOFF TERRORIST MARKET

• $4bn (source from Homeland Security) in 2014

• 47% p.a. growth

TRENDS

• increase in terrorism and crime rate worldwide have driven growth

• Asia and Middle East - fastest growing regions

EIS MAGAZINE EVENT

IMPACT!

IT WORKS: CASE STUDY: US ARMY TRIALS - VIRGINIA JUNE 2014

~100% detection

PBIEDS

Detection in 1 sec

Network enabled

Portable

EIS MAGAZINE EVENT

VALIDATION…

EXTENSIVE TESTING TO CREATE A SUPERIOR SOLUTION

Successful field trials with independent experts underpins product launch

4 trials 4 trials 6 trials (endorsed)

6 trials

EIS MAGAZINE EVENT

An Extraordinary Investment Opportunity…

• Huge market opportunity with big gaps to fill

• Building $100m/yr business on defensible IP

• Sales traction in multiple market verticals and Territories

• Great team to execute - built this sort of technology all their working lives

• Typical exit value in this space measured 20x EBITDA

• Targeting 10x return to investors

EIS MAGAZINE EVENT

Number 1 priority when advising clients is performance

Past performance no guarantee to future performance but:

• 7 annual EIS Funds, average uplift on cost 30%* (before tax benefits) average FTSE comparative movement 25%.

• SEIS Funds, average uplift on cost of funds 29%* (before tax benefits).

*Based on standard valuation criteria of most recent 3rd party transaction in the shares

EIS MAGAZINE EVENT

EIS / SEIS Investment Approach-Conclusions

• Working with knowledgeable specialists provides Fund Managers working for capital appreciation with a means of addressing higher levels of risk.

• Despite the risk, good and sustained performance from capital appreciation funds can be obtained.

• Investors like their money to be safe above all but are prepared to seek and support “spectacular” returns.

• Investors do see the “bigger picture” and like to feel that their tax reliefs can be used to make a difference.

• Working with specialists provides for a lean cost structure and results in charges being competitive, results driven and with no need for “hidden” add-ons.

EIS MAGAZINE EVENT

Thank you for your time

Any questions are welcome?

Alternatively, I would be delighted to speak on a one to one basis after the talk.

Tel: +44(0) 207 630 6990

Email: [email protected]

PLEASE NOTE THAT OUR TEAM ARE DELIGHTED TO MEET WITH YOU AND TO PROVIDE ANY SUPPORT NEEDED. ALTERNATIVELY, WE CAN ATTEND CLIENT OR INTRODUCER MEETINGS WITH YOU.

EIS MAGAZINE EVENT

18 April 2023

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18 April 2023

22 slides 12

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