Amersham Corporate Development Capital EIS

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Investment Objective

The investment objective (the defined investment policy for the purposes of the AIFMD) of the Fund is to offer Investors access to selected investment opportunities across a number of sectors in the UK’s economy some of which, but not all, will benefit from EIS (Enterprise Investment Scheme) tax reliefs or where such opportunities do not qualify for EIS relief, these are available to eligible investors not seeking EIS relief.

Investments will be made in new ordinary shares of UK Qualifying Companies for EIS purposes and, if appropriate for any particular Portfolio Company, in alternative investments which are non-EIS qualifying (eg shares or loan notes for investors not seeking EIS Relief). The main trading activities of each Portfolio Company will usually, but not necessarily, be in the business sector to which an existing relevant Channel is dedicated.

The Fund will comprise a series of Channels, each of which will be dedicated to investing in a particular business sector or in opportunities identified by a particular originator. A Channel may involve investment in several Portfolio Companies or a single Portfolio Company in the relevant sector or identified by a particular originator.

The Manager considers that provided prudent and well established practices are used to scrutinise opportunities sourced and originated from specialists either internally or externally, start up and seed companies operated by either by experienced professionals or those with a particular expertise and which qualify for EIS tax reliefs as an investment advantage, have the potential to offer Investors an attractive return.

Channels

While further Channels are expected to be added over time, Channels the Manager intends to "follow" through the Fund will include the following:

  • Lightning Ventures Engineering Channel -EIS or IHT/BPR

    Lightning Ventures LLP, which will act as Originator for this Channel, has been established for the purpose of investing in UK engineering businesses. The plan is to acquire, through a series of special purpose vehicles (“SPVs”), profitable, small to medium size enterprises (“SMEs”) with the intention of increasing the value of these companies whether by increase in turnover, efficiency savings or developing and establishing an enhanced operating level beyond that achievable by current owners or management.

    The Lightning Ventures team have considerable experience in company acquisitions, specifically in manufacturing and engineering, and are looking to capitalise on this experience through the use of a series of tax advantaged portfolio investments. As the SPVs will be acquiring existing profitable businesses, only certain aspects of the acquisition and development of the acquired companies funding will be available for Investors seeking EIS Reliefs. Company investment into the acquired businesses will be available to investors not seeking EIS Reliefs.The EIS qualifying element of each transaction, which will differ for each underlying investment, will be maximised for Investors’ benefit.

  • Playfund Mobile & Interactive Games EIS Channel

    In collaboration with the PlayFund originating platform, this Channel has been designed to offer investment opportunities to take advantage of the rapidly growing mobile and vieo games market, which is now the fastest growing sector of the entertainment industry: 2.2 billion gamers across the globe are expected to generate over $116 billion in game revenues in 2017 — up 10.7% from 2016 (source: newzoo.com).

    This growth is driven by the proliferation of smartphones and tablets with mobile gaming growing 19% year on year and now claiming 43% of the market. Led by Harvey Elliott, the PlayStack team have a track record of identifying talented developers with best in class games and growing IP from concept to global success in this high-growth sector. Harvey is an industry leader whose 20 year career spans EA, Acclaim Entertainment and Marmalade, where he led two successful capitalraises. Having finished his 4 year tenure as Chair of the BAFTA games committee, Harvey remains a very active member of BAFTA and now sits on their commercial committee. His experience leading, developing, publishing and playing great games has made him determined to shift the publisher/ developer dynamic by empowering developers with the guidance and funding they need to fully realise their creative talent. The Channel will invest equity initially across a portfolio of 4-6 next generation companies developing intellectual property on mobile, PC and digital console for worldwide distribution and PlayStack work closely with each investee company, offering mentoring, guidance and support, to ensure that each one has a strong go-to-market strategy for their game.

  • Mobile & Interactive Games EIS Channel (multi-originator)
  • Odexia Consumer Brand EIS Channel

    In partnership with Odexia Consulting Ltd, investments in the Channel will be considered which meet the following attributes:

    • Emerging consumer and leisure sector brands which have the opportunity to scale significantly.
    • Early stage businesses. Businesses that have been trading for at least 12 months but are not start-ups and have no over-reliance on one revenue stream or customer (and no single customer accounts for more than 40% of a Portfolio Company’s revenues at the date of investment).
    • High grow businesses. Businesses with substantiated revenues showing high growth (already achieving or with a potential growth rate in excess of approximately 25% per annum). Future forecasts underpinned by assumptions that can be verified in the due diligence process.Odexia Ltd is led by Carl Atkinson. Carl has worked at some of the UK’s most respected consumer goods businesses including at ghd as International Sales Director, and both Illamasqua and Neal’s Yard Remedies as Managing Director. His current and previous consumer brand specialist roles with private equity, family offices and direct involvements include Ciaté, Pukka Herbs, DECIEM, Pure Gym, Farmacy, tReds, and BeautyMART.
  • Consumer Brand EIS Channel (multi-originator)
  • Technology EIS Channel (multi-originator)

    The Technology Channel will consider opportunities in areas including Cybersecurity, Ad Tech, Med Tech, Fin Tech, Machine Learning & AI.

  • Iron Box (Film & TV) EIS Channel

    Investments in the Media (Film and TV) Channel will be opportunities originated by Iron Box Capital Ltd. Chaired by Colin Brown, Iron Box Capital provides specialist knowledge and a detailed understanding of every aspect of independent film, from production and finance through to successful commercial exploitation. Colin Brown is a senior media professional with experience and contacts developed over 30 years in the TV, film and media sectors. He has worked at CEO and Chairman level and held Board positions at the UK Film Council and National Film and Television School. He is a voting member of BAFTA and served as British Film Commissioner from 2007-2011.

  • Media (Film & TV) EIS Channel (multi-originator)
  • Property Channel - Investor Relief/Business Property Relief

    Investments to be considered in qualified property development projects, made through a series of SPV companies which seek to provide a quantifiable return against secured assets.

  • Seed Mentors EIS Channel

    Opportunities will be considered via origination from Seed Mentors Limited.

Exit Strategy

The Fund will take a long-term view on the Portfolio Companies and will aim to only look at the possibility of facilitating an exit from an Investment after it has been held for at least the Three Year Period, thereby ensuring, wherever possible, that the Investment has met one of the key qualifying conditions necessary for Investors to obtain the relevant tax reliefs. However, there may be occasions where an earlier sale is a commercially sensible decision.

It is anticipated that most exits from qualifying investments in Portfolio Companies will take place after they have been held for a minimum period of four years, though an exit will be principally determined by market conditions and the operating performance of the Portfolio Companies. However it should be noted that Portfolio Companies may be held for longer periods.

The Fund anticipates that the options for investors to exit a Portfolio Company may include the following:

  • A sale to a third party, at arms-length, of a Portfolio Company
  • The purchase by a Portfolio Company of shares held by non-Fund shareholders, subject to taxation rules
  • The introduction of new investors (not EIS investors, who must buy new shares) to a Portfolio Company
  • The reduction of a Portfolio Company’s share capital
  • The voluntary liquidation of a Portfolio Company or the sale of a Portfolio Company’s assets and subsequent distribution of proceeds to shareholders.

Fund Manager

Amersham Investment Management Ltd

The Fund will be managed by Amersham Investment Management Ltd. The Manager is a specialist investment management firm and fund manager. Founded by two former principals of the Tradepoint Stock Exchange (which as a UK Recognised Investment Exchange in 2001 became, as Virt-x, part of the Swiss Stock Exchange), the firm is authorised and regulated by the Financial Conduct Authority as an investment manager, fund manager and as an Alternative Investment Fund Manager (AIFM) with FRN 507460.

Fund Provider

Amersham Investment Management Ltd

For further information please do not hesitate to

contact us on:

+44 (0) 20 7952 6685
info@kuber.uk.com
www.kuberventures.co.uk

Fund at a glance

Scheme Categorisation

The Scheme is structured as an Alternative Investment Fund and the Fund Prospectus can be found at Amim

Target Return

£1.40 for each £1 invested

Scheme Strategy

Private Equity

Investment Sector

Generalist

Target Diversification

TBC

Nominee & Custody Arrangements

The nominee is Woodside Nominees Limited, the Custodian is Woodside.