Don't invest unless you're prepared to lose all your money.
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You should only invest in the Fund if you have financial security independent of any investment made. The value of shares purchased in the Investee Companies, and any income derived, may fall as well as rise and Investors may lose all capital invested. Past performance is not a guide to the future. Investing in SEIS and EIS companies is considered to be very HIGH risk.
Potential investors should be aware that tax rules are subject to change at any time and the current tax reliefs described in this document may not be available in the future. The Investment Adviser will undertake regular due diligence, as far as practical, on the Investee Companies and take reasonable steps to ascertain if Investee Companies are SEIS or EIS qualifying. However, the Investment Adviser and Investment Manager does not guarantee that all investments made will qualify or continue to qualify for SEIS or EIS. The Investment Adviser and Investment Manager also does not guarantee the timescale for fully investing portfolios, or that Subscriptions will be fully invested at all times in the future.
For the avoidance of doubt, the risk factors contained in this section are not exhaustive. Additional risks and uncertainties relating to the Investee Companies that are not currently known to the Investment Adviser, or that the Investment Manager currently deems immaterial, may also have an adverse effect on the Investee Companies' businesses, financial condition, operating results or share price. The list of risk factors below are based upon their determination of what may be most significant to a prospective investor. However there may be risks which are currently not known or in the opinion of the Investment Manager and Investment Adviser considered to be immaterial. Such risks may materialise at a later stage and may significantly impact the performance of the Fund.
Investing in early stage technology companies carries a number of key risks that may negatively impact the performance of the Investee Companies and the Fund overall. Such risks are commercial risks (failure to commercialise products), licensing risk, competition, loss of key customers, reputational risks, limited resources, regulatory risks, patent risk, intellectual property risk, product liability risk, failure to reach sufficient market acceptance, lack of operating history. Any product may fail to offer material commercial advantages over other products, third party risk, distribution, solvency risk or pricing risk. Third parties may fail to provide the Investee Companies with sufficient quantities of product or fail to do so at acceptable quality levels or prices or fails to maintain or achieve satisfactory regulatory compliance. Small companies usually depend on the success of single products and formulas and therefore any revenue stream will be concentrated. Changes in economic and political conditions including, for example, interest rates, rates of inflation, industry conditions, tax laws and other factors can substantially and adversely affect equity investments in general and the Investee Companies' prospects in particular. Intellectual property rights do not necessarily address all potential threats to the Investee Companies' competitive advantage.
Any new product, formula or technology carries very high risk of failure in the market.
Assumptions, projections, intentions, illustrations or targets included within this Information Memorandum cannot and do not constitute a definitive forecast of how the investments will perform but have been prepared upon assumptions which the Investment Adviser and Investment Manager consider reasonable.
The SEIS or EIS qualifying status of investments made by the Investment Manager is dependent on the Investment Adviser being able to identify appropriate SEIS or EIS qualifying Investee Companies which carry on, and continue to carry on, a permitted activity for SEIS or EIS purposes. There is no guarantee that the Investee Companies will perform as anticipated.
The value of Investee Companies shares may go up or down. An Investor may lose some or all of their investment. The past performance of the Investment Manager is not a guide to the future performance of the investments made through the Fund.
Within the Fund, the Investment Manager intends to invest in SEIS and EIS Qualifying Companies deploying capital across a range of opportunities. This approach is intended to help mitigate the performance risk exposure for the Investors on an individual project or counterparty and to increase the chances of the Investee Companies generating growth for Investors. If the availability of suitable deployment opportunities for Investee Companies to deploy their capital is limited, the opportunities for diversification may be reduced.
A total financial failure of an Investee Company may lead to a substantial or total loss of the capital invested in the Investee Company. Intellectual property rights are a key component for the commercialisation of any product and the protection of such intellectual property rights is complex and difficult to achieve internationally. The Investee Companies may not have the financial resources to defend their intellectual property rights against other companies who have breached such rights.
Each Investor should note that it is possible that other taxes or costs may be suffered by the Investor in connection with his or her Investment.
Where there is insufficient liquidity within Investee Companies or limited opportunities for the transfer of shares, the process for providing liquidity to Investors could take several months or years. Investors will not have any access to capital during the period in which their Investment is invested in Investee Companies.
The Investee Companies are exposed to a number of risk factors that may impact their financial performance. These factors include but are not limited to commercial risk, counterparty credit risk, project risk and interest rate risk.
Investors should note that past performance is no guide to future performance. Any returns may refer to gross performance and may not take into consideration fees, commissions and other costs.
This Information Memorandum provides details of projected targeted returns and performance that may not be achieved by the Fund.
This Information Memorandum is prepared in accordance with the Investment Manager's interpretation of current legislation, rules and practice. Such interpretation may not be correct and it is always possible that legislation, rules and practice may change. Any such changes, and in particular any changes to the bases of taxation, tax reliefs, rates of tax or the Investor's tax position, may affect the return Investors receive from the Fund.
The tax benefits described and their value to an Investor are dependent on the Investor's personal circumstances.
Therefore, these tax benefits may not be available to all Investors and/or may be lost by Investors in certain circumstances.
Tax relief may be withdrawn in certain circumstances and the Investment Manager does not accept any liability for any loss or damage suffered by any Investor or other person in consequence of such relief being withdrawn or reduced. Tax law is complex and Investors should seek independent tax advice.
If an Investee Company ceases to carry on an appropriate activity for SEIS and EIS purposes, the qualifying status of the Investee Company shares may be adversely affected. While the Investment Manager will require various safeguards to be provided against this risk, the Investment Manager cannot guarantee that all shares in Investee Companies will continue to qualify for SEIS or EIS throughout the life of the Investment.
It cannot be guaranteed that SEIS or EIS will be available or will continue to be available, in respect of each Investment made by the Investment Manager nor whether each Investee Company will meet the qualifying provisions in advance of any investment being made by the Investment Manager.
If an Investee Company fails to meet the SEIS or EIS qualification requirements, a liability to tax may arise on the subsequent transfer of the Relevant Shares. Not all Investee Companies may qualify under HMRC for SEIS or EIS relief and circumstances may change.
If a sale of SEIS and EIS Shares takes place or the Investee Company fails to meet the SEIS and EIS qualification requirements at any time during the period commencing when shares are issued to SEIS and EIS Investors and ending three years from the date of issue or three years from commencement of trading, if later, some or all of the SEIS and EIS tax reliefs may be withdrawn.
This Information Memorandum includes statements that are (or may be deemed to be) "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology including the terms 'seeks', 'expects', 'intends', 'may'; 'targets', 'will', 'would' or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements contained in this Information Memorandum based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under applicable laws and regulations, the Investment Manager undertakes to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The performance of the Fund is dependent on the ability of the Investment Manager as advised by the Investment Adviser to identify appropriate Investee Companies which qualify and will continue to qualify for SEIS and EIS relief and on the ability of the Investee Companies and their management teams to perform in line with their respective business plans. The ability of the Investment Adviser to identify suitable investment opportunities will depend upon the services of its key personnel and accordingly the loss of the services of these key persons could have a material adverse effect on the performance of the Fund's investments. There is no mechanism to remove or change the Investment Adviser and Investment Manager of the Fund other than by way of termination of the Investor's Agreement. The Fund should therefore be considered a captive investment and an Investor should assume that any investment in the Fund will be managed by the Investment Manager until realised.
Investee Companies may fail, and investments in Investee Companies may be realised for substantially less than the acquisition cost or may be impossible to realise at all. Investee Companies may accept other equity or debt capital which ranks higher than the Fund's investment, potentially diluting the shareholdings of the Fund.
The Investee Companies may provide services and products to customers in foreign countries. As a result the Investee Companies businesses are subject to certain risks inherent in international business, many of which are beyond their control. These risks include changes in local regulatory requirements, changes in the laws and policies affecting trade, currencies, investment and taxes, differing degrees of protection for intellectual property, instability of foreign economies and governments. Any of these factors could have a material effect on the Investee Companies.
The success of the Investee Companies depends heavily on the successful development, regulatory approval and commercialisation of any lead product, formula or technology. Obtaining regulatory approval for marketing of any product or formula or technology in one country does not ensure the Investee Company will be able to obtain regulatory approval in other countries, while a failure or delay in obtaining regulatory approval in one country may have a negative effect on the regulatory process in other countries. Failure to obtain regulatory approval will negatively impact any investment. Investee Companies may fail to obtain sufficient funding to re-apply for approval or to change their products. Any regulatory approval may be limited to a certain functionality or application and may be withdrawn by a regulator or governmental institution. Legal costs may be much higher than originally planned. Furthermore, even if companies obtain regulatory approval, commercial success will depend on how successfully they are able to address a number of challenges, including the following:
Development of the commercial organization and establishment of commercial collaborations with strategic partners.
Establishment of commercially viable pricing and obtaining approval for adequate reimbursement from third-party and government payors.
The ability of third-party manufacturers to manufacture quantities using commercially viable processes at a scale sufficient to meet anticipated demand and that are compliant with applicable regulations.
Many of these factors are beyond the Investee Companies' control.
Product liability lawsuits against any Investee Company could cause any Investment to incur substantial liabilities and to limit commercialisation of any products that are developed. If Investee Companies cannot successfully defend themselves against claims that product candidates or products caused injuries, the Investee Companies will incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in decreased demand for any product candidates or products or technologies, injury to reputation and significant negative media attention, significant costs to defend the related litigation, substantial monetary awards to patients, or loss of revenue.
The Investee Companies may have inadequate funds to fully protect their intellectual property whether by registrations throughout the world or by bringing actions against third parties to defend and protect their rights. Third parties could claim Investee Companies' technologies or products, infringe or misappropriate their proprietary rights. Investee Companies may not have the resources to resist such claims notwithstanding the contrary being the position due to the costs and complexity of the litigation.
Your cash and assets deposited with and held by the Custodian, shall be held at the Investors' risk and neither the Investment Manager, the Custodian nor the Investment Adviser (including their respective directors, shareholders, partners, officers, employees, agents or advisers), will be liable to any Investor in the event of insolvency of the bank in which your cash and assets are held, nor in the event of any restriction on the Custodian and Investment Manager's ability to withdraw funds from such bank for reasons beyond their reasonable control.
The performance of the Fund is dependent on the ability of the Investment Advisor to source suitable early-stage technology businesses. The viability of these businesses will also, to a large degree, depend on the skills and experience of the Investment Advisor, Nova Cofoundery and the relationships they have forged with prospective management teams and intermediaries.
As such, were a key partner, consultant or employee of the Investment Advisor or Nova Cofoundery to leave, this might reduce the pipeline of possible opportunities in which the Fund can invest and also the smooth-running of the Investee Companies businesses in which the Fund has already invested.
The development of small companies depends on a small number of key people who have key personal relationships and business critical expertise. It is not guaranteed that such key people will stay with the Investee Companies during the period of investment. Their departure may have a significant impact on the future development of the Investee Company. An adequate replacement may not be found. A departure of one or more of the key members of the Investment Manager, Nova Cofoundery or the Investment Advisor may have a significant impact on the ability of the Investment Manager and Investment Advisor to respectively manage and advise the Fund. It may not be possible to replace such an individual either with a suitably qualified replacement, or at all.
As a result of the United Kingdom's decision to leave the European Union, and as a result of the COVID-19 World Health Organisation declared pandemic, there may be a period of uncertainty and a potential economic downturn or recession. Any uncertainty and downturn or recession in the economy of the United Kingdom or in the economy of a country trading with the United Kingdom may have an adverse impact upon the prospects of the Investee Companies and therefore negatively impact the Investment made by Investors.
The Fund or any of the service providers, including Sapphire and Nova Growth may be subject to risks resulting from cybersecurity incidents or technological malfunctions. Such incidents or malfunctions may have a negative impact on the repayment of your Investment, interfere with Sapphire’s ability to calculate the value of your Investment, disrupt the ability of Investors to subscribe to the Fund or make withdrawals and other processes all of which may have a negative impact on the returns generated for Investors. A cybersecurity incident may also have an impact on the security of your personal data held by Sapphire, Nova Growth or Custodian and Nominee. Additionally, such cybersecurity incidents may negatively impact the reputation of the Fund or any of the service providers, including Sapphire and Nova Growth which may affect the capacity of the Fund to achieve any targeted return. Sapphire and Nova Growth rely on third party providers for many day-to-day operations and will be subject to the risk that the protections and policies implemented by such providers will be ineffective to protect Sapphire or Nova Growth from such incidents or malfunctions.