2019.10.21 | SFC Angel SEIS Fund | IM · SFC Capital Partners Ltd (‘SFC’) is authorised and regulated by the Financial Conduct Authority (‘FCA’) in the United Kingdom, firm

Information Memorandum

Issue Date: 1st September 2019

Risk Warning SFC Capital Partners Ltd (‘SFC’) is authorised and regulated by the Financial Conduct Authority (‘FCA’) in the United Kingdom, firm reference number 736284. This document is intended for professional investors only; any reproduction of this information, in whole, or part, is prohibited. The content is for information purposes only and should not be used or considered as an offer or solicitation to purchase or sell the securities mentioned herein. The Startup Funding Club Angel Fund (the ‘SFC Fund’ or the ‘Fund’) is defined as an ‘unregulated collective investment scheme’ (‘UCIS’) and the promotion of a UCIS either within the UK or from the UK is severely restricted by statute. Consequently, this document is only directed at professional clients and eligible counterparties as defined by the FCA and also to persons of a kind to whom the Fund may lawfully be promoted by an authorised person by virtue of Section 238(5) of the Financial Services and Markets Act 2000 and COBS 4.12.4R.

Any decision by an investor to buy shares in a fund must be made solely on the basis of the information and terms contained within the Fund’s offering memorandum. Investment in the Fund is made entirely at the investor’s own risk and professional advice should be sought in case of doubt. The Startup Funding Club Angel Fund is an SEIS/EIS fund which raises money for early-stage businesses by investing in SEIS and EIS eligible ventures with the aim of returning a profit for investors in the fund. Investment in early-stage companies involves risks such as illiquidity, lack of dividends, loss of investment and dilution. Investment in SEIS/EIS funds should be considered as part of a diversified portfolio. The availability of tax relief depends on individual circumstances and may change in the future. The availability of tax relief depends on the company invested in maintaining its SEIS/EIS qualifying status. There is no assurance that the investment objectives of any investment product will be achieved or that the strategies and methods described herein will be successful. Past performance is not necessarily a guide to future performance and the value of an investment may go down as well as up. Investors may not get back the full amount invested. This material is confidential and is the property of SFC Capital Partners Ltd. Recipients are deemed to have agreed to treat the information contained herein as confidential and therefore may not disclose, copy, or redistribute such information (in whole or in part) to any person. No warranties or representations of any kind are expressed or implied herein.

At Startup Funding Club, we understand how to find

promising young British businesses and nurture them into the companies of tomorrow.

We combine our entrepreneurial flair with a strong

experience in early stage investing to offer investors a diversified portfolio of high potential emerging

businesses.

We are very excited to introduce the Startup Funding

Club Angel Fund, and hope that you will join the more

than 500 private investors who have trusted us already.

Stephen Page CEO and Founder - Startup Funding Club

WelcomeWe are entrepreneurs AND investors - which means we understand and bring the best of both worlds.

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Key FactsThe Startup Funding Club Angel Fund SEIS offers its investors transparent and straightforward terms.

* Subject to individual circumstances. The SFC Fund is also open to investors who do not wish to claim any tax relief on their investments. ** It is the intention of the Fund to realise the maximum number of “exits” from the portfolio between five and eight years from the date of investment and to distribute cash gains to investors as they are generated.

0% Annual Management Fee0% Initial Fee 25% Performance Fee

Fund Type

SEIS Fund*

Minimum

Investment

£10,000

Portfolio Size

10-15+ companies*

Expected Term of

Portfolio**

5-8 years

Investor Fees:

5

• SFC invests in passionate entrepreneurs and helps them build market leading companies to deliver significant returns to investors.

• SFC is a pioneer of SEIS/EIS, having launched one of the first SEIS funds in 2013/14.

• We have since invested in over 160 companies, making SFC the most active ‘Seed’ investor in the UK*.

• SFC invests across all sectors and regions of the UK.

• Our Fund is supported by an award-winning syndicate of 500+ business angels who bring additional capital and expertise.

UK’s Most Active Seed InvestorWe are award-winning early-stage investors focused on disruptive businesses in the UK.

* Pitchbook Data, Global League Tables Q2 2019.

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Our StoryWe are award-winning early-stage investors focused on disruptive businesses in the UK.

2013

2015 2019

2018

2017

2016 2017

20182012

SFC Angel Network founded

First SFC SEIS Fund

50 investments closed

SFC named Angel Syndicate

of the Year

Official partner of the London

Co-Investment Fund

SFC named Angel Syndicate

of the Year

SFC named Rising Star in SEIS/EIS



7

Our Track RecordThe UK’s leading seed investor.

* Multiple on total money invested based on realised and unrealised gains including tax relief. ** Internal Rate of Return calculated based on total funds invested and realised and unrealised gains including tax relief. *** Pitchbook Data, Global League Tables Q2 2019.

500+ angel investors

160+ investments

top 20 Global VC***

34% 34% IRR**

2.73x investment

performance*

most active seed investor in the UK***

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Our InvestmentsWe have invested in some of the UK’s fastest growing companies.

* Investment Performance = Gross return on first money invested including applicable tax relief; IRR = Internal Rate of Return on first money invested including applicable tax relief. ** Onfido received an investment from the SFC angel network in 2013 but did not receive an investment from the SFC Fund as the investment round was completed prior to the launch of the first SFC Fund in 2014.

C o g n i s m u s e s A r t i f i c i a l Intelligence to accelerate lead generation for B2B sales.

Sector: B2B Software

Investment Performance: 17.4x*

IRR: 159%*

Onfido uses Computer Vision and Machine Learning technology to verify identities online.


Investment Performance: 66.7x**

IRR: 6,567%**

Transcend Packaging, based in South Wales , i s a lead ing manufacturer of sustainable packaging products in the UK.

Sector: Manufacturing


IRR: 1,233%*

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* Investment Performance = Gross return on first money invested including applicable tax relief; IRR = Internal Rate of Return on first money invested including applicable tax relief.

Olly’s Olives is the world’s first 100% natural, unpasteurised snack pouch of olives with no artificial additives.

Sector: Consumer Products


IRR: 284%*

Humanis ing Autonomy has developed a software technology predicting pedestrians’ behavior on the road.



IRR: 1,533%*

Vortex IOT builds sensors and networks for harsh environments where conditions are hostile and power supply is limited.

Sector: Hardware


IRR: 340%*

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And many more…

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Our StrategyOur investment strategy is based on four main pillars:

• We invest in all sectors, including those traditionally overlooked by SEIS/EIS funds.

• We don’t follow the hype, avoid overvalued companies and focus on fundamentals.

• We have built a large network of partners who provide us with opportunities from across the UK.

Looking for

Hidden Gems

• We invest in passionate entrepreneurs and support them through to a successful exit.

• Investing early allows us to generate significant upside and put in place a strong governance structure from the start.

Investing at an

Early Stage

12

Our StrategyOur investment strategy is based on four main pillars:

• Diversification is a proven strategy to deliver returns at a pre-seed and seed stage.

• Investors wil l receive at least 10-15 companies in their portfolio to increase the probability of picking the ‘winners.’

Building

Diversified

Portfolios

• We syndicate investments with experienced angel investors as well as leading early-stage funds.

Syndicating

Investments

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Our PerformanceWe are demonstrating a constant track record of value creation.

The figures show the Current Value of the annual cohorts of investments as at 31st August 2019 as a multiple of the Net Investment Cost after taking into account the SEIS/EIS tax relief. Past performance is not a guide to future performance and the value of an investment may go down as well as up. Figures are shown gross of any fees charged by the Fund Manager. Investments written off represent c. 11% of total funds invested to date.

2014 Portfolio 2015 Portfolio 2016 Portfolio 2017 Portfolio 2018 Portfolio 2019 Portfolio

Net Investment CostCurrent Value

2.5x

2.3x

3.9x

2.8x

2.6x

1.7x

14

Our First ExitsOur first realisations show our ability to deliver returns to investors.

* Investment Performance = Gross return on first money invested including applicable tax relief; IRR = Internal Rate of Return on first money invested including applicable tax relief.

Bean is a mobile app which allows users to find, track and manage their bills and subscriptions.

MFN works with major UK pension providers to give their policyholders a fast, safe and hassle-free way to find and consolidate their pensions.

Acquired by BGL Group

BGL is home to a number of iconic brands specialising in household financial services as comparethemarket.com.

Acquired by Legal & General

A t o p 2 0 g l o b a l a s s et manager and the UK's largest provider of individual life insurance products.

Investment Date: December 2016


IRR: 23%*

Investment Date: April 2016


IRR: 86%*

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This breadth of opportunity spreads the risk of commitment and maximises the probability of picking the “winners”.

Portfolio DiversificationOur approach is ‘sector agnostic’ in order to diversify our portfolio.

Sector breakdown of all funds managed by SFC as of 31st August 2019.

We aim to build a diversified portfolio of investments across various sectors, including those traditionally overlooked by SEIS/EIS Funds.

16

The SFC TeamSFC combines decades of experience in building, investing in and advising fast growth companies.

Stephen Page CEO & Founder

A veteran of the software industry, Stephen has founded and exited a number of software companies including DataEase, a global DBMS company, and Sapphire, Inc., an emergency management software. He founded Startup Funding Club in 2012 in order to help innovative companies secure their initial investment rounds. Stephen is in charge of the overall company direction and the investment strategy of the SFC funds. He also supports portfolio companies by providing them with strategic advice.

Angelika Burawska COO

Angelika joined Startup Funding Club in its early days in 2014 bringing strong business education from top European universities, wide corporate and startup experience, and passion for entrepreneurship. As COO of the company, she overlooks day to day operations, sets up structures and processes, initiates and executes projects important for growth, and brings SFC’s strategy to life.

17


Joseph Zipfel CIO

Joseph joined SFC in 2014 to manage the execution and syndication of SFC’s investments. Joseph is also in charge of investor relations, managing SFC’s strategic partnerships and supporting portfolio companies with their fundraising strategy. He joined from investment banking where he held both corporate finance and global markets roles, most recently at Nomura International. Joseph holds a Master degree in Management from ESCP Europe.

Rick Payne Strategic Advisor

Rick is the founder and Corporate Finance Director of Bennett Brooks, a full-service and long-standing accountancy and management consultancy practice. Thanks to his wealth of experience, Rick is best placed to advise entrepreneurs on financial planning and fundraising. As a director of Startup Funding Club, he is closely involved in SFC’s investment activities and takes an active part in designing the overall strategy of the company.

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Alex Batlle Bosch Marketing Manager

Ausra Lukoseviciute Back Office &

Compliance Manager

Carmelo Spanó Investment Manager

Jerry Zhang China Business

Development Manager

Marguerite Crossfield Chief Compliance Officer

Stephen Lindsay UK Business

Development Manager

Mark Tayler Strategic Advisor

Edward Stevenson Investment Manager

Rohallah Ghasemi Lead Investment Manager

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• SFC runs one of the most active angel networks in the UK, with over 500 members.

• The SFC Syndicate was named angel network of the year twice in 2016 and 2017.

• The SFC angel investors co-invest with the Fund and bring additional capital and expertise to portfolio companies.

The SFC Angel SyndicateSFC runs an award-winning network of over 500 business angels.

20

• The SFC Syndicate is composed of senior executives of major firms as well as successful ‘exited’ entrepreneurs.

The SFC Angel SyndicateSFC runs an award-winning network of over 500 business angels.

21

• SFC has built partnerships with leading universities and Accelerator programmes throughout the UK to generate a unique dealflow.

• This network gives SFC access to over 2,000 investment opportunities every year across various sectors.

Our Dealflow PartnersSFC has partnered with leading organisations across the UK.

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• SFC receives a board seat in every portfolio company that the Fund invests in.

• We ensure that a solid governance structure is put in place and provide support to companies.

• Portfolio companies join our SFC Alumni network of 150+ businesses that collaborate through networking events and workshops.

• Our curated network of partners is able to help companies across finance, marketing, IP, legal, access to grant funding, etc.

How We Help Our PortfolioSFC has created a support ecosystem which gives companies the best chances of success.

Insurance

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• Investors’ monies will be invested in a portfolio of at least 10-15 companies.

• Each Investor will receive the appropriate tax certificates issued by HMRC with respect to each of the underlying investments in order to claim their tax relief.

• SFC will provide a bi-annual report detailing the current value of their investment portfolio and including progress reports on portfolio companies.

Investing in the FundThe SFC Angel Fund allows investors to invest in a diversified portfolio of SEIS eligible companies.

15% 10% ...% 5%

Company 1 Company 2 … Company 10

£ 20,000

Build your portfolio with SFC

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Our ChargesThe SFC Angel Fund has a transparent, performance-based fee structure.

Performance Fee:

25% of Returns.

Only payable once you have received back the full amount

of your original investment.

No upfront fees.

No annual management fee.

Alignment of interest with investors.

The Fund Manager will charge certain fees to the Investee Companies:

• an Arrangement Fee equal to 6% of the investment;

• an Annual Management and Mentoring Fee of 1% of the investment for the first four years. This annual fee is usually charged upfront at the time of the investment.

All the fees levied on the Fund are described in full in the Fund Management Agreement.

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• The Seed Enterprise Investment Scheme offers investors:

• 50% upfront income tax relief.

• No capital gain tax on realisations after three years.

• Loss relief on loss-making investment at the investor’s marginal tax rate.

• Capital gains re-investment relief.

• An investor’s maximum loss under SEIS is 27.5% of the invested capital.

• SEIS eligible companies are typically high potential businesses at the beginning of their journey, having achieved some initial commercial traction.

• SEIS company valuations are typically £0.5-2.0m.

The Seed Enterprise Investment Scheme

Conditions apply. Taxation depends on the individual circumstances of the investor and may change in the future. Investors are recommended to seek independent financial and tax advice before investing in the Fund.

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Key RisksAn investment in the Fund is subject to a number of risks given the nature of the private companies targeted. Before making any investment decision, prospective Investors should consider carefully the risks attaching to an investment in the Fund together with fully reviewing all other information contained in this document, including, in particular, the risk factors described below. This information does not purport to be exhaustive.

1. Investment Risk

The Fund will primarily invest in either identified start-ups or known early stage opportunities. This focus increases both the risks and the potential rewards for Investors. Potential Investors are recommended to seek independent financial and tax advice before committing. Please note that an investment in the Fund is speculative and the Fund Manager is unable to provide you with advice about whether you should commit to the Fund.

1.1 Target Returns and No Guarantee of Return. Any stated target returns are for illustrative purposes only and no forecast (guaranteed or otherwise) is implied or should be inferred. Investors may not get back the full amount subscribed. Investments within the Fund may fall as well as rise in value, and some investments may even lose all of their value.

1.2. Investment Timing. The Manager intends to fully invest Subscriptions to the Fund over a six-month period following the closing dates. However, it may take longer and even not be possible to fully invest all Subscriptions to the Fund. All subscriptions made within a single Subscription Period shall be regarded as part of the same portfolio.

1.3. Exit and Liquidity. The Fund will invest in small unquoted companies. Such companies, by their nature, pose a greater investment risk than other larger companies and those traded on the main market of the London Stock Exchange. There is no market in the Investee Companies’ shares, which means that the Investments within the Fund will not be readily realisable. The realisation of such Investee Companies may take longer than the proposed fund term of 5-7 years and may not happen at all. You should not invest in this product unless you have carefully thought about whether you can afford it and whether it is right for you, having had the opportunity to take independent advice. You should be prepared to leave the investment intact for significantly longer than three years and consider an investment into the Fund to be a long term investment.

1.4. Cessation of Manager. The Manager reserves the right to cease to manage the Fund in certain circumstances as set out in the Investor Agreement, in which event it will try to transfer the Investments to another fund manager or terminate the Fund in an expeditious way. If it does so, there is a possibility that the Tax Advantages may be lost.

1.5. Minority Rights. Although the Fund and the Manager may receive conventional rights granted to private equity funds and managers in the legal investment documents it negotiates with Investee Companies in connection with the Fund’s investments, as a minority investor it may not always be in a position to fully protect the interests of Investors in the Fund.

1.6. Allocation. The Fund Manager will normally allocate Investments to Investors proportionate to their respective Subscriptions to the Fund. As Investments arise at different times, the Subscription of a later Investor in the Fund may not be invested in all or any of the Investee Companies in which an earlier Investor is invested, similarly an early Investor in the Fund may not have sufficient uninvested cash in their Portfolio to participate in the same Investments as a later Investor. The Fund Manager may depart from this basis of allocation if, in its absolute discretion, it considers it appropriate to do so having regard to the overall investment policy of the Fund and the benefit of creating diversity within the Portfolios of Investors.

1.7. Legal and Regulatory. There may be changes to the legal framework and regulatory status surrounding the Fund which may adversely affect the Fund and/or its Investors.

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2. Investee Company Risks

2.1. Nature of small unquoted companies. Many unquoted companies requiring private equity investment are experiencing significant change and carry higher risk than an investment in larger or longer established businesses would. Also, technology or scientific research related risks may be greater in some companies although this may be justified by the prospect of higher expected returns from those investments.

2.2. Investment Return. Investors should be aware that investment returns are dependent upon the performance of individual Investee Companies, the income they generate and whether they perform in accordance with their initial business plans. Outside factors such as the economic climate, market conditions and a change in regulatory environment may all adversely impact on a company’s performance. In addition, investors' returns may be impacted if the Investee Companies have to raise additional equity capital or issue equity at a lower share price than their financial business plans envisage at the outset.

2.3. Debt Finance. Investee Companies may raise debt finance to finance their operations. Debt will significantly increase risk and is likely to be secured against property and assets held by theInvestee Company the value of which may fluctuate. Whilst the Investee Companies may enter into appropriate interest rate hedging arrangements, a rise in interest rates is likely to adversely affect an Investee Company’s profitability. It is not guaranteed that the Investee Companies will be able to secure the desired levels of debt given the current banking environment. If this happens, the businesses may need to raise more equity, use alternative debt instruments or curtail their businesses as appropriate.

2.4. Valuation. Investing in smaller, unquoted companies is, by its nature, high risk. The fact that the Fund’s Investee Companies Shares are not publicly traded may mean that proper information to determine the current value of investments and the risk they face will not always be available. In addition, there is no guarantee that the valuation of shares will fully reflect their underlying net asset value, or that the shares can be sold at that valuation.

2.5.Macroeconomic. The Investee Companies may be negatively affected by wider economic developments, in particular the UK’s decision to leave the European Union. For example, increased input costs to the businesses from the weakening of the British pound versus other currencies making import prices rise, or changes to immigration policies restricting the availability of foreign labour and pushing up prices, and any possible economic consequences may negatively affect the disposable income of domestic consumers.

2.6. Smaller Company Risk. Smaller companies generally may have limited product lines, markets or financial resources. Also, many unquoted small companies have small management teams and are highly dependent on the skills and commitment of a small number of individuals. The departure of any directors and/or key employees from an Investee Company could have a material adverse effect on its financial performance.

3. Manager Risks

3.1. Deal Flow. Investors should be aware that there is a risk that the Manager may be unable to find a sufficient number of investment opportunities to meet the Fund’s investment criteria. It may, therefore, be the case that the Fund is not fully invested. The level of returns from investments may be less than expected if there is such a delay insofar as all or part of the Fund is held in cash or near cash investments for longer than expected, or if the returns obtained on investments are less than planned, or if investments cannot be realised at the expected time and values. There can be no guarantee that suitable investment opportunities will be identified in order to meet the Fund’s objectives. Furthermore, an insufficient number of investments may lead to Investors’ Subscriptions not being invested in the 2018/19 or 2019/20 tax years and therefore SEIS tax relief being deferred to later tax years or not materialising altogether.

3.2. Past Performance. The past performance of investments made by the Manager, Enterprise, and Investment Advisor, SFC, must not be regarded as an indication of future performance and there is no guarantee that the Fund’s financial targets will be achieved. Although the Manager and Investment Advisor may have been successful in identifying investments in the past, it may be unable to find a sufficient number of attractive opportunities to meet its investment objectives, including achievement of its target IRR, or fully invest the Fund’s capital without significant delay. The value of investments and the income derived from them may go down as well as up and Investors may not get back the full amount invested.

3.3. Personnel. The performance of the Fund will depend in part upon the skill and expertise of the members of the Investment Advisor and the Investment Manager. The departure of any individuals from these organisations could have a significant effect on the performance of the Fund.

3.4. Forex Risk. The Manager may invest in business with companies which have overseas operations. If a liability of the Fund in one currency is to be matched by an asset in a different currency, or if the services to be provided to the Manager for the Fund may relate to an investment denominated in a currency other than the currency in which the investments of the Fund are valued, a movement of exchange rates may have a separate effect, which may be either favourable or unfavourable, on the gain or loss otherwise made on the investments of the Fund.

Key Risks

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Key Risks4. Tax Risk Factors

4.1. Rates. Rates of tax, tax benefits and allowances described in this Information Memorandum are based on current legislation and HMRC practice. These may change from time to time, are not guaranteed and depend on the individual’s circumstances.

4.2. Domicile. The Fund has been designed with UK resident taxpayers in mind. It may not be advantageous for persons not resident or ordinarily resident in the UK to invest in the Fund.

4.3. Filing. Income tax relief available to Investors is subject to Investors making the proper filing of returns with HMRC within the required timeframe and reliefs may be lost if the necessary steps are not taken.

4.4. Investor Status. There are circumstances in which an Investor could cease to qualify for the taxation advantages offered by the SEIS. For example, if an Investor receives value from the Fund or one of the Investee Companies during the period beginning one year before the Shares in the Investee Companies are issued and ending on the conclusion of the Three Year Period. Payment of a normal dividend would not typically be regarded as a receipt of value.

4.5. Company Status. Whilst it is the intention of the Manager to invest in companies that qualify for SEIS tax relief, the Manager cannot guarantee that all Investments will qualify and, if they do so initially, that their status will be maintained. A failure to meet the qualifying criteria could result in adverse tax consequences for Investors.

4.6. Advance Assurance. Although Advance Assurance will be sought from HMRC that the Investee Companies are expected to be SEIS Qualifying Companies and their activities should qualify under the SEIS prior to making an Investment, there is no guarantee that the formal SEIS claims will be agreed or that such agreement will not be subsequently withdrawn. In those circumstances, Subscription monies will not be returned to Investors. If an Investee Company fails to obtain SEIS Qualifying Company status, or if it is subsequently withdrawn, SEIS income tax relief and capital gains tax deferral relief and any other SEIS tax benefit would not be available to Investors or could be withdrawn.

4.7. Relief Continuity. Following an investment in an SEIS Qualifying Company, the continued availability of SEIS reliefs to the Investor relating to any individual investment depends on compliance with the requirements of the SEIS legislation by both the Investor and Investee Company.

4.8. Relief Timing. The dates on which initial income tax relief, capital gains tax deferral relief, inheritance tax relief and any other SEIS tax benefit relating to investment in SEIS Qualifying Companies are available will vary depending on the date on which the Fund makes qualifying investments.

4.9. Investment Timing. The Manager intends to invest Subscriptions over a twelve-month period following a closing date. As already noted above in “Fund Risks”, under 1.2 “Investment Timing”, and “Manager Risks”, under point 3.1 “Deal Flow”, there can be no guarantee that suitable investment opportunities will be identified by the Manager, which may lead to Investors’ Subscriptions not being invested in any particular tax year and therefore SEIS tax relief being deferred to later tax years or not at all. If a UK individual wishes to take advantage of the capital gains tax deferral relief, shares must be issued within one year before and three years after the date of the disposal which gives rise to the gain or the date upon which a previously deferred gain crystallises. Capital gains tax deferral relief will not, therefore, be available for individuals with gains to shelter that fall outside of this period.

4.10. Relief Repayment. Where an Investor or an SEIS Qualifying Company ceases to maintain SEIS status in relation to any individual Investment, this could result in Investors being required to repay the income tax relief received on the Investment and interest on the same, a liability to tax on capital gains on a disposal of the Investment and any deferred capital gain crystallising.

4.11. Early Sale. A sale of Shares in the Investee Companies within the Three Year Period will result in some or all of the 50% income tax relief available upon Subscription for those Shares becoming repayable to HMRC and any capital gains on such Shares and any deferred gain being subject to CGT. It is possible for Investors to lose their SEIS relief and/or capital gains tax deferral relief and/or Business Relief by taking or not taking certain steps. Investors are advised to take appropriate independent professional advice on the tax aspects of their investment.

4.12.Relief Levels. The levels and bases of reliefs from taxation may change or such reliefs may be withdrawn. The tax reliefs referred to in this document are those currently available and their value depends on the individual circumstances of Investors.

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4. Tax Risk Factors (continuation)

4.13. “Risk-to-Capital” Conditions. One of the outcomes of the Finance (No. 2) Bill 2017-19 is that the Government and HMRC have introduced a new “Principles-based” test, to ensure EIS companies are exposed to significant risk and have the objectives to grow and develop over the long term. This is also known as the “Risk-to-Capital” condition and applies to investments made on and after 15th March 2018, the date of Royal Assent of the Finance (No. 2) Bill 2017-19. Although the Manager believes that the Investee Companies the Fund will invest in will meet the “Risk-to-Capital” condition and will always require that any investee company of the Fund has EIS Advance Assurance before making an investment, potential investors should only invest if they accept that there is no guarantee that the formal EIS claims will be agreed, and they accept agreement could be subsequently withdrawn by HMRC. In those circumstances, Subscription monies will not be returned to Investors. If an Investee Company fails to obtain EIS Qualifying Company status, or if it is subsequently withdrawn by HMRC, EIS income tax relief and capital gains tax deferral relief and any other EIS tax benefit would not be available to Investors or could be withdrawn.

4.14. Full Listing. Following the admission of an Investee Company to the main market of the London Stock Exchange, (but not to trading on the AIM) or certain overseas stock markets, Business Relief for Inheritance Tax purposes will cease.

4.15. Share Buybacks. Where an exit is facilitated through a share buyback by the Investee Company, this may be treated as a taxable income distribution unless certain criteria are met, including that the investor is UK resident and has held the shares for a minimum 5 year period.

4.16. Whilst the Fund is intending to invest in a portfolio of primarily Knowledge Intensive later stage SEIS companies, only HMRC can confirm whether the Knowledge Intensive Criteria is met for each Investee Company and therefore it may be that Investee Companies are not deemed to meet the Knowledge Intensive Criteria. Additionally even if HMRC do confirm that an Investee Company is deemed to meet the Knowledge Intensive Criteria, this may be subject to change. In either case, this would affect the maximum amount on which an Investor can obtain SEIS tax relief, as the current limit is £1 million for any tax year or £2 million provided that the amount above £1 million is invested into Knowledge Intensive Companies.

Key Risks

Further Information

If any further information related to the Fund is

required, please contact the Fund Manager.

Fund Manager

SFC Capital Partners Limited

1-6 Speedy Place Cromer Street

London

WC1H 8BU

www.startupfundingclub.com

Phone: +44 (0) 20 7837 8403

E-mail: [email protected]

Documents

2019.10.21 | SFC Angel SEIS Fund | IM · SFC Capital Partners Ltd (‘SFC’) is authorised and regulated by the Financial Conduct Authority (‘FCA’) in the United Kingdom, firm