The Start-Up Series

SEIS & EIS Growth Investing Real world experience discovering & nurturing tomorrow’s brands

Worth Capital Founding Partners Matthew Cushen & Paul Soanes

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THE START-UP SERIES FUND

SEIS & EIS INVESTMENTS – CHOOSE SEIS, EIS OR BOTH _____

INVESTING IN PRODUCT & SERVICE START-UPS IN GROWTH MARKETS, SHOWING INNOVATION WITH THE POTENTIAL TO CREATE A LOVED BRAND _____ BUSINESSES SELECTED BY REAL WORLD, COMMERCIAL ENTREPRENEURS WITH DEEP BRAND, MARKETING, RETAIL & INNOVATION EXPERTISE – WORTH CAPITAL _____

EXPERIENCED FUND MANAGER, AUTHORISED & REGULATED BY THE FCA - AMERSHAM INVESTMENT MANAGEMENT _____

AN EXCLUSIVE SOURCE OF DEAL FLOW, ATTRACTING A DIVERSITY OF ENTREPRENEURS, FROM A MONTHLY COMPETITION PROMOTED BY SMALLBUSINESS.CO.UK _____

ONGOING OVERSIGHT FROM EXPERIENCED INVESTOR DIRECTORS SKILLED IN HELPING ACCELERATE GROWTH & REDUCING RISK _____

INVESTMENTS IN ‘MINI - PORTFOLIOS’ OF TYPICALLY A MINIMUM OF 3 BUSINESSES _____

QUALIFYING FOR ATTRACTIVE SEIS & EIS TAX RELIEFS

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A direct to consumer retailer of their own ethically produced, high quality bedding. Also selling wholesale to hotels, guest houses, holiday rental owners and interior designers.

bedfolk.com

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ATTRACTIVE TAX RELIEFS The Seed Enterprise Investment Scheme (SEIS) and Enterprise Investment Scheme (EIS) give qualifying investors significant tax reliefs. These include, up to certain limits, 50% (SEIS) or 30% (EIS) of the investment refunded from income tax paid and all qualifying returns are capital gains tax free.

Tax legislation can change over time and tax relief eligibility depends on personal circumstances.

See eiscalculator.co.uk for detail on the reliefs and to calculate the value for different levels of investment and tax situations.

EIS

SEIS

50% of the investment is reclaimed from income tax owing or paid.

30% of the investment is reclaimed from income tax owing or paid.

INCOME TAX

50% reinvestment relief directly reduce a CGT bill by half - usually worth 10% of the investment.

100% deferral relief deferred on gains up to the value of the investment, for the life of the investment.

CAPITAL GAINS TAX

100% exempt, provided investments are held for more than 2 years.

INHERITANCE TAX

All profit on the investment 100% exempt from capital gains tax after being held for more than 3 years

CAPITAL GAINS

If a company fails, the net investment (total less reliefs already claimed) can reduce income tax further.

LOSS RELIEF

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A secure escrow payment solution to help tradespeople to get paid on time, whilst protecting their customers.

kanda.co.uk

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ONE FUND TWO INVESTMENT OPTIONS The Start-Up Series Fund (“Fund”) invests in product and service businesses that are in attractive markets, have innovative products or services that can create new consumption behaviours. They demonstrate the marketing and communication skills to build loved brands and have potential routes to an exit. The Fund’s SEIS investments are in very young businesses where there is a high risk to your capital, along with the potential for high returns. EIS investments will most often be follow-on (and therefore very well known to Worth Capital) from the SEIS investments, with occasional new businesses introduced to the Fund. The Fund may invest alongside other investors, for example, other funds with specialist expertise.

An investor can choose to invest in SEIS, EIS or both. In either case investors will normally hold a ‘mini - portfolio’ of a minimum of 3 investments to diversify risk. The make-up of each ‘mini - portfolio’ is set by the Fund Manager. An investor may be invested in one or more mini-portfolios over time. For all investments, investors’ equity is held in a nominee account, where the investor is the beneficial owner of the individual shares for both tax and legal purposes. The Fund Manager works with the businesses, Worth Capital & HMRC to process tax certification for investors to receive their SEIS3 and/or EIS3 tax certificates as quickly as possible.

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Award winning, ethical and sustainable sunglasses and prescription frames. With a social purpose - ‘Sharing Your Sun’ - gifting solar powered lights to Africa for each frame sold.

birdsunglasses.com

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COMMERCIAL ENTREPRENEURS WITH A TRACK RECORD OF IDENTIFYING START-UPS WITH STRONG POTENTIAL FOR GROWTH

CHECKS, PROCESSES & DUE DILIGENCE FROM AN EXPERIENCED FUND MANAGER SPECIALISING IN EARLY-STAGE INVESTMENTS

PAUL SOANES

AMERSHAM INVESTMENT MANAGEMENT

MARKETING: Founded iD in 1994, grown into a top 10 UK experiential agency with clients including Nespresso, Unilever & Britvic.

A specialist regulated investment management firm for start-up funding and early stage venture capital, who are authorised and regulated by the FCA with firm reference 507460. As at 30 September 2019, Amersham had £20.6 million assets under management (following disposals), invested in SEIS & EIS qualifying companies.

BRAND: Founded Brandspace in 2004, exited to private equity after 4 years for £4.9 million.

INVESTOR: Since 2006, with significant exits including iChild (18 x return) and Yocuda (4 x return).

MATTHEW CUSHEN

A COMPLEMENTARY PARTNERSHIP

RETAIL: Senior positions in Kingfisher & the John Lewis Partnership.

INNOVATION: Recently on the European Management Board of ?What If!, a global innovation consultancy. Still advising the leadership teams of global businesses including Waitrose, IKEA, AB InBev & The Restaurant Group.

Worth Capital assess the deal flow, negotiate a fair valuation and make a commercial recommendation to Amersham Investment Management who challenge the

rationale and choose to accept (or reject) the recommendation, before conducting further independent due diligence, authorising the investments and managing the Fund.

INVESTOR: 15-year track record of angel investing, including a £376k return after 4 years on first £58k invested.

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Patent pending cybersecurity using artificial intelligence to discern between routine and non-routine communication between Internet of Things (IoT) devices on a network.

zobi.ai

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A UNIQUE APPROACH

Worth Capital was set up with an investment philosophy born from years of angel investing. We have very deliberately designed a unique competition approach to SEIS & EIS in the UK for Fund investors.

Widely publicised competitions

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DELIVERING A CONSISTENT VOLUME

A series of monthly competitions, promoted by smallbusiness.co.uk. An exclusive source of deal flow reaching across the UK, across gender and across background, creating deal flow well beyond the hyped up ‘London bubble’ that we believe most fund managers are fishing within.

OF DIVERSE DEAL FLOW

Over 6 to 8 weeks the entries go through various stages. With businesses are interrogated by real-world, commercial experts. The last stage is half a day digging deep into the proposition, strategy, marketing plans & financial projections whilst getting “under the skin” of the founding team, their capabilities and mentality.

Sophisticated

SURFACING SUPERIOR ENTREPRENEURS AT

distillation 2

ATTRACTIVE VALUATIONS

An initial two-year commitment to Investor Directors experienced in growth strategy, brand building, marketing, retail & innovation. With oversight & guidance on how finances, strategies & team development are progressing.

HELPING FOUNDERS TO REDUCE RISK & ACCELERATE GROWTH

Expert oversight 3

CREATING A TAX EFFICIENT PORTFOLIO & PREDICTABLE RELIEFS

Targeting fund deployment at least twice per year to quickly put investors’ cash to work. A mini -portfolio of typically 3 investments across different consumer or B2B sectors. Timely processing of HMRC tax certificates for investors to claim their reliefs.

A ‘mini portfolio’ 4

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High performance, semi premium, skincare – bang on trend, with only five ingredients in each product, minimal & sustainable packaging and a gender-neutral brand and target audience.

fivedotbotanics.com

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FUND TERMS

Details on fees are set out in the Fund’s Information Memorandum .

ENTERPRISE INVESTMENT SCHEME (EIS)

SEED ENTERPRISE INVESTMENT SCHEME (SEIS)

£10,000 per mini-portfolio

£10,000 per mini-portfolio

MINIMUM SUBSCRIPTION

£100,000 per tax year (exceptions may be possible)

£1,000,000 per tax year (exceptions may be possible)

MAXIMUM SUBSCRIPTION

5-7 years

3-5 years

LIQUIDITY HORIZON

No initial charge on investor subscription. Initial adviser charge facilitated subject to agreement between investor and adviser. On termination of Fund, 0.65% of holdings. Other fees are as agreed with investee companies. Fees charged to investee companies indirectly affect investors’ returns. For both SEIS and EIS, investors’ equity is held in a nominee account where the investor is the beneficial owner of the individual shares for both tax & legal purposes.

INVESTOR FEES

EQUITY HOLDING

The Fund Manager works with the businesses, Worth Capital & HMRC to process tax certification for investors to receive their SEIS3 and/or EIS3 tax certificates as quickly as possible.

TAX CERTIFICATION

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An 'insulated concrete form’ building material with high insulation performance, that is quick to construct and has low build costs.

uniblock.co.uk

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DISCOVER MORE ABOUT THE FUND

Investee company enquiries:

Fund enquiries:

PAUL SOANES +44 (0)20 3858 0847 +44 (0) 7768 571271 pauls@worthcapital.uk

PAUL BARNES +44 (0)20 7734 7524 +44 (0) 7974 016940 paul.barnes@amershaminvestment.co.uk

worthcapital.uk

amershaminvestment.co.uk

10 Bloomsbury Way, London WC1A 2SL Registered in England & Wales, no. 09157997

25 Lexington St, London, W1F 9AH Registered in England & Wales no. 06974140 Authorised & regulated by the Financial Conduct Authority, FRN 507460

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Subscription software solution for companies to measure and improve employee engagement and business culture, and performance on business objectives and goals.

weekly10.com

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FUND FEEDBACK

SEIS offers great tax reliefs, but finding the right deals can be extremely time consuming. The Worth Capital formula is a smart approach to putting together a good portfolio of qualifying deals. Having known and worked with Matthew since 2009, I've been happy to commit to two tranches of the Fund and look forward to learning the results of my investment. GREG MARSH CO-FOUNDER & CEO, onefinestay (acquired by Accor Hotels in 2016) “ ’’ Having Matthew on the team has only been positive for Bedfolk. His experience, insight, and point of view has been a massive value add, and he’s had a huge impact directly on how we’ve shaped our brand, product, and business model, which has helped fuel our rapid growth. JOANNA JAMES CO-FOUNDER, Bedfolk, Start-Up Series Winner “ ’’ Paul’s experience as an entrepreneur helps refine our ideas and concepts into laser focus plans which enables us as a business to move quicker. This wisdom has been invaluable to us and gives us a competitive edge. DANIEL VERBLIS FOUNDER, The Moving Home Warehouse, Start-Up Series Winner “ ’’

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Smart motion detection and depth sensing hardware and software for physiotherapists & orthopaedic surgeons assessing & treating musculoskeletal (MSK) conditions.

vitruehealth.com

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IMPORTANT INFORMATION INVESTMENT IN THE START-UP SERIES FUND CARRIES SUBSTANTIAL RISK

Worth Capital Limited is not an FCA authorised from and will not be providing any investment services or undertaking any regulated activities in connection with the Fund. Investors’ money subscribed to the Fund will be committed to investments which may be of a long term and illiquid nature. The companies in which the Fund invests will not be quoted on any regulated market and, accordingly, there will not be an established or ready market for any such shares. This is not an offer to invest. An investment in the Fund may only be made on the basis of the Fund’s Information Memorandum (including the risk factors expressed therein) and the Investor Agreement which forms part of the application, both of which are available to eligible investors upon request. Prospective Investors should not regard the contents of this document as constituting a recommendation or advice relating to any legal, taxation, regulatory or investment matters and are advised to consult their own professional advisers before contemplating any investment. This document is only intended for release in the United Kingdom and does not constitute an offer, or the solicitation of an offer, in any jurisdiction in which such offer or solicitation is unlawful.

An investment in the Start-Up Series Fund should be regarded as being medium to long term in nature.

Risks to understand about investing in the Fund include:

• Tax legislation can change over time and tax relief eligibility depends on personal circumstances. • Investment in unquoted companies carries high risk. Your capital is at risk and you may not get back the amount invested, if at all. • Any stated target returns are illustrative only and no forecast is intended, implied or should be inferred. • Availability of EIS & SEIS relief also depends on the investee company maintaining its qualifying status. • It may be difficult to sell shares in the investee companies therefore the Fund would not be suitable if capital may be required in the near term, • Past performance is not a guide to future performance. This document constitutes a financial promotion pursuant to section 21 of the Financial Services and Markets Act (FSMA), and its contents have been approved by Amersham Investment Management Ltd (Manager) which is authorised and regulated by the Financial Conduct Authority in the United Kingdom with FRN number 507460 and whose registered office is 25 Lexington Street, London W1F 9AH, tel: +44 (0)20 7734 7524, email: info@ amershaminvestment.co.uk.

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WORTHCAPITAL.UK 10 Bloomsbury Way, London, WC1A 2SL | 020 3858 0847 Registered in England & Wales, CRN 09157997 Registered office 71-75 Shelton Street, London, WC2H 9JQ

AMERSHAMINVESTMENT.CO.UK 25 Lexington Street, London, W1F 9AH | 020 7734 7524 Registered in England & Wales, CRN 06974140 Authorised & regulated by the Financial Conduct Authority, FRN 507460

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