Legal Disclaimer

This promotion is exempt from the general restriction in Section 21 of the Financial Services and Markets Act 2000 on the communication of invitations or inducements to engage in investment activity, as it is made solely to persons reasonably believed by Cudlipp & Partners LTD to be (i) certified high net worth individuals (or associations thereof), (ii) certified or self-certified sophisticated investors (or associations thereof), (iii) investment professionals, or (iv) high net worth companies or unincorporated associations, within the meaning of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“Eligible Recipients”).

The criteria for these categories are detailed in that Order and in the Information Memorandum accompanying this promotion. This document contains information intended solely for Eligible Recipients and is confidential, not for distribution to the general public. Persons who are not Eligible Recipients should not rely on it. The investment opportunity described is available only to Eligible Recipients, and applications from non-Eligible Recipients will be rejected.

The information presented does not constitute investment advice and is not an invitation to invest nor an offer of securities. This promotion contains brief summary information, and Eligible Recipients should read the corresponding Information Memorandum in full before making any investment decisions. All invested capital is at risk. The investment opportunity described is not regulated by the Financial Conduct Authority (FCA) or any FCA-authorised person and is not covered by the Financial Services Compensation Scheme. Cudlipp & Partners LTD is not regulated or authorised by the FCA. Individuals uncertain about the investment should consult an authorised advisor specialising in unquoted debt investments.

For more detailed information, refer to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and related amendments.

SOPHISTICATED INVESTOR AND/OR HIGH NET WORTH INVESTOR STATEMENT

I make this statement so that I can receive promotional communications which are exempt from the restriction on the promotion of non-mainstream pooled investments. The exemption relates to self-certified sophisticated investors and certified high net worth investors. I declare that I qualify as such because at least one of the following applies to me:

Sophisticated Investor

I qualify as a Sophisticated Investor because at least one of the following applies to me:

I am a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date below.

I have made more than one investment in an unlisted company in the two years prior to the date below.

I am working, or have worked in the two years prior to the date below, in a professional capacity in the private equity sector or in the provision of finance for small and medium enterprises.

I am currently, or have been in the two years prior to the date below, a director of a company with an annual turnover of at least £1 million.

High Net Worth Investor

I qualify as a High Net Worth Investor because at least one of the following applies to me:

I had, throughout the financial year immediately preceding the date below, an annual income to the value of £100,000 or more. Annual income for these purposes does not include money withdrawn from my pension savings (except where the withdrawals are used directly for income in retirement).

I held, throughout the financial year immediately preceding the date below, net assets to the value of £250,000 or more. Net assets for these purposes do not include:

(a) the property which is my primary residence or any money raised through a loan secured on that property; or
(b) any rights of mine under a qualifying contract of insurance; or
(c) any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependants are), or may be, entitled; or
(d) any withdrawals from my pension savings (except where the withdrawals are used directly for income in retirement).

I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on non-mainstream pooled investments.