Important Notice

This document is solely for information purposes.

Reliance on this document for the purpose of engaging in any investment activity is not advised and may expose an individual to a significant risk of losing all the property or other assets invested.

If you are in any doubt about the contents of this document, you should contact your stockbroker, solicitor, accountant, bank manager or other professional adviser authorised under FSMA, who specialises in advising on investment in shares and other securities.

Prospectus Requirement

The maximum raise under this offer is less than  5,000,000€ and consequently, this document does not constitute an offer to the public requiring an approved prospectus under section 85 of FSMA. Accordingly, this Document does not constitute a prospectus for these purposes and has not been pre-approved by the Financial Conduct Authority pursuant to section 85 of FSMA.

FCA Authorisation

This Offer is not regulated by the Financial Conduct Authority. Investors will not have the benefit of the Financial Services Compensation Scheme and other protections afforded by FSMA or any of the rules and regulations made thereunder. In addition, Investors in the Ordinary A Shares of the Company may not have access to the UK Financial Ombudsman Service.

General Risks of the Investment

Your attention is drawn to the Risks section in this Document, which details the risks relating to an investment in the Company. All statements regarding the Company's business, financial position and prospects should be viewed in the light of the risk factors set out in The Risk section of the main Document.

Securities issued by the Company are not and there is no intention that they will b listed or dealt in on any stock exchange in the immediate future (next 3 years). As such the shares are unquoted and should be considered riskier than quoted shares and securities. 

It may be difficult to sell or realise your investment or to obtain reliable information about its value or other risks to which it is exposed, and you may not get back the full amount invested. Investment in the Ordinary A Shares is intended to be for the long term (a minimum of 3 years from issue), and dividend income is unlikely to be payable in the early years. Past performance is not necessarily a guide to the future and there is no guarantee that the investment objectives of the Company will be achieved. Your investment can fluctuate in price or value and may go down as well as up.

An investment in the Company may not be suitable for all recipients of this Document. Prospective investors 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.

EIS

An EIS1 compliance certificate will be submitted to HM Revenue & Customs for approval to issue shares under the Enterprise Investment (as set out in the Income Tax Act 2007), rules for each issue of shares, based on the information disclosed. There is no guarantee that formal clearance will be achieved or that if granted will not be subsequently withdrawn. The availability of EIS tax relief to an individual depends on that individual's circumstances and may be subject to change. In addition, the availability of any tax reliefs depends on the Company maintaining its qualifying status. Investors are advised to take their own taxation advice. 

Further information about EIS is set out in the offer document (Enterprise Investment Scheme)..

Subscription Period

The subscription list will open at 9.00 am on the date of the offer document and close on the earlier of full subscription or 5.00 pm on the Offer Closing Date set out in the offer unless the Directors determine otherwise.

Disclaimers

None of the information contained in the document or on which the document is based has been independently verified by the Company or the respective Directors or any of their connected persons. 

Prospective investors are warned that they are expected to undertake their own due diligence in relation to an investment in the Company. Although the Directors consider that factual statements herein are correct and that statements of opinion are reasonably held, neither they nor the Company will accept responsibility to prospective investors in relation to the reliance that such persons may place upon the content of this Document.  Without qualifying such limitation, it is also clarified that where this Document contains information or representations acknowledged as originating from a third party or publicly available sources, the Directors consider that the inclusion of such information is reasonable but claim no responsibility for its correctness in any circumstances.

Neither the Company, nor the Directors or connected persons accept any liability or responsibility for, nor makes any representation or warranty, express or implied, with respect to the information contained in this Document or on which this document is based or any other information or representations supplied or made in connection with any discussions and expressly disclaims any and all liability for, or based on or relating to any such information contained in, or errors in or omissions from, this Document or based on or relating to the recipient’s use of this Document.

Nothing in this document is or should be relied on as, a promise or representation of the future. This Document includes certain statements, estimates and projections with respect to the future. Such statements, estimates and projections reflect various assumptions made by the Company that may or may not prove to be correct and no representation or warranty is given as to the validity of those assumptions. No representation or warranty is made by the Company, the Directors or connected persons or should be inferred, as to the accuracy or reasonableness of such statements, estimates or projections with respect to the future or as to the validity of the underlying assumptions or as to the future success or performance of the Company.

Governing Law

English law governs the issue, communication and terms of this Document and any disputes arising in relation to it will be subject to the exclusive jurisdiction of the English courts. 

Financial Promotion

The information contained in this document is confidential.  It has been prepared by the Directors of the Company and forms part of a one-off, real-time, interactive dialogue to which one or more Directors are a party and during which the Directors are expecting to respond immediately to questions put by the recipient of the Document. It may not be retained or used for any other purpose. 

It is made available to the recipient only on the basis that none of the information contained herein or subsequently supplied prior to or in connection with a proposed subscription for or other acquisition of shares or securities in the Company may be published, reproduced, copied or disclosed to any person other than the recipient and its professional advisers, nor used for any purpose other than for the purpose specified above, and on the basis that the recipient shall promptly return or destroy all material received from the Company (including without limitation this Document) and associated documentation, without retaining any copies.

The communication of this Document and the contents thereof is made to and directed at persons reasonably believed to be such persons as are referred to below and must not be passed on, directly or indirectly, to any other person in the United Kingdom:

1. professional clients or eligible counterparties as defined in the Conduct of Business Sourcebook (“COBS”) forming part of the FCA’s Handbook of Rules and Guidance.
2. retail clients who confirm that they will receive advice on the investments referred to in this Document from a financial adviser authorised and regulated by the FCA.
3. to the extent that the recipient is a retail client who does not fall within category (b) above, only clients falling within the following categories subject 
4. certified high net worth investor in terms of COBS 4.7.9R;
5. certified sophisticated investors in terms of COBS 4.7.9R;
6. self-certified sophisticated investors in terms of COBS 4.7.9R; 
7. certified restricted investors in terms of COBS 4.7.10R; and
8. any person to whom the communication may otherwise lawfully be made. 

All prospective investors are advised to consult an authorised person in terms of FSMA specialising in advising on investments of the kind set out in this Document to assist in understanding and evaluating the risks involved.

The financial promotion restriction as set out in The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 does not apply to the communication of this document to any recipient referred to above as part of a one-off, real-time interactive dialogue by the Directors of the Company. 

This Document does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.  The distribution of this Document and the offering of Shares in certain jurisdictions may be restricted and accordingly, persons into whose possession this Document comes are required to inform themselves about and to observe such restrictions. Note: There are restrictions on its distribution in the United States of America, Australia, the Republic of Ireland, the Republic of South Africa, Canada, and Japan. 

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.

Miscellaneous

No broker, dealer or other person has been authorised by the Company or by any of its agents to issue any advertisement or give any information or make any representations in connection with the offering or sale of the shares contained in the offer document and, if issued, given, or made, such advertisement, information or representations must not be relied upon as having been authorised by the Company or any of its agents. Statements made in this document are based on the law and practice in force at the date hereof and are subject to changes therein. Neither the delivery of the offer document nor the issue of shares shall, under any circumstances, imply that there has been no change in the circumstances affecting any of the matters contained in the offer document since the date of the document. 

In furnishing the offer document, neither the Company nor any of the Directors or connected persons undertakes to provide the recipient with access to any additional information or to update the offer document or to correct any inaccuracies therein which may become apparent after the issue and the Company reserves the right, without prior notice and without giving cause, to terminate the proposals and the delivery of information at any time. 

Recipients or their officers, employees, agents, and professional advisers should not contact employees, customers, agents, or suppliers of the Company in relation to the proposals described herein until and unless express permission to do so is given by the Company.

Prospective Investors should not treat the contents of this Document as advice relating to legal, taxation, investment or any other matters and are recommended to consult their own professional advisers concerning the consequences of their acquiring, holding, or disposing of the Shares.

This document is not a recommendation by the Company or any of the Directors or connected persons, and each recipient should make their own independent assessment of the Company and its business after making such investigation and analysis as they deem necessary. 

The delivery of the offer document does not imply that the information contained herein is correct as of any time after the date hereof.