Amersham SEIS Fund

Featuring:

Investment Objective

The objective of the Fund is to offer Investors access to selected SEIS-qualifying investment opportunities across a number of sectors in the UK’s economy.

In addition to Amersham’s general offering, the Fund will be structured as various Investment “Channels”. Investments for each Channel will be in one or more Portfolio Companies operating, or proposing to operate, in the business sector to which that Channel is dedicated or (as the case may be) identified by the Originator or sector associated with that Channel.

The Manager, together with partner Originators, will seek to identify potential Investee Companies which it believes will exhibit (as a minimum) the following key criteria:

  • Committed Founder(s) with experience in the relevant business sector.
  • Have developed a plan to allow the company to move towards cash generation from revenue within an 18-month period
  • A plan for follow-on funding
  • Key milestone objectives.

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

Interactive Mobile and Video Games Channel

In collaboration with the PlayFund originating platform, Amersham PlayFund has been designed to offer investment opportunities to take advantage of the rapidly growing mobile and video games market

Consumer Brand Channel

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

  • Emerging consumer and leisure sector brands which will have the opportunity to scale significantly
  • Early stage consumer brand businesses.
Technology Channel

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

Media Channel (Film and TV)

Investments in the Media (Film and TV) Channel will be opportunities originated by advisers including Iron Box Capital Ltd (chaired by Colin Brown) and New Sparta Films.

Seed Mentors SEIS Channel

Opportunities will be considered via origination and introduction from Seed Mentors Limited.

Exit Strategy

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/Provider

Amersham Investment Management Limited

A UK investment firm focused on the provision and management of funds for both early and growth stage company investments using SEIS and EIS, Amersham is a leading specialist investment firm for start-up funding and junior venture capital, having invested over £6M in more than 40 SEIS qualifying companies, alongside over £23m in EIS qualifying companies and over £2m in BPR/IHT assets (August 2017).

Amersham Investment Management Ltd (“AMIM”) was founded in 2009 by Paul Barnes and Michael Waller-Bridge for the purpose of developing specialised investment management services. Themselves entrepreneurs of record, Amersham’s directors have a keen understanding from first-hand experience of the requirements and challenges that face early-stage and growth stage businesses.

http://amershaminvestment.co.uk/#home

Fees

Service fees
  • Investment Fees: 2-4% of total subscriptions (one off). The precise amount within the range of charges shown is determined by size of investment and may vary within this range between Channels.
  • Receiving Agent Fees: £3,500.00 (one off).
Annual Fees
  • Fund Management Fees: 2% per annum of total subscriptions. Fund Management Fees are charged for a five-year period from the date of each investment and are payable in advance on terms agreed with Portfolio Companies.
  • Nominee & Custodian Fees: 0.5% per annum per investor (capped at £30,000 per annum).
Termination and other Fees
  • Fund exit costs: 0.65% of the total investment receipts per exit (once off per exit).
  • Due diligence fees, costs and other expenses: 3-5% of total subscription (once off). Due diligence costs and other expenses may be incurred on a case by case basis. The charge will be agreed in advance by the prospective Portfolio Company. Such costs may include abort fees, custodian fees, due diligence costs and expenses and other reasonable costs incurred by the Manager in managing the Fund
Performance Fee
  • The Manager will collect a performance fee equal to 20% of realised amounts in excess of aggregate Subscriptions made to the Fund, above an annualised rate of return of 6.66% per annum (equating to a share price of £1.33 after five years per £1 share) which is payable to the Investors as a hurdle rate of return. The performance fee will be recoverable from any net proceeds of realisations of the Fund’s investment in the Portfolio Companies. The performance fee is exclusive of any applicable VAT. Investors should note that there is no guarantee that the hurdle rate will be achieved. To the extent that the performance fee is not paid by the Investee Companies, Investors shall be liable for their share of such fee and the Custodian may be instructed by the Manager to transfer cash in an Investor’s portfolio to the Manager to satisfy any outstanding performance fee. At the Manager’s discretion a Portfolio Company may also be required to award options to the Manager, at the investment strike price.
Other Fees

Receiving Agent and Custodian Fees are payable to the Fund’s nominated custodian at 0.5% per investor per annum to a maximum of £30,000 per annum for the Fund in total.

  • The Manager considers there may be additional costs, to be agreed in advance, which may be payable by Portfolio Companies including Fund administration, custodian fees, due diligence, abort fees and any other reasonable fees incurred in managing the Fund and managing exits.
  • The Manager’s annual administration fee is payable for a period of five years from each Close of the Fund.
  • The Manager will charge an additional fee of 0.65% of the value of funds realised on the sale proceeds or an agreed termination value of the Fund’s assets subject to a minimum payment of £15,000. This is payable from the investors’ sale proceeds.

Please note that all fees and charges may vary from Channel to Channel within the range shown above and in the table found in the ‘Fees and Charges’ section of the IM.

Any reasonable arm’s length expenses and/or transaction fees incurred by the Manager in managing the Fund shall be reimbursed by Investee Companies.

NB: It is anticipated that the total investment fee, launch and establishment fees or charges set out above, will not be payable directly from Investors’ Subscriptions as these will be payable by the Portfolio Companies. Where fees and costs are payable by the Portfolio Companies and not by Investors in the Fund directly, they will, in effect, reduce the returns generated by the Portfolio Companies for Investors.

VAT

The fees and charges described above are exclusive of VAT, which will be charged as applicable.

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

N/A

Nominee & Custody Arrangements

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

Which is authorised and regulated by the Financial Conduct Authority (FCA) and it has its trading office at Linstead House, 9 Disraeli Road, London SW15 2DR. Kuber Ventures Limited advisors are all regulated by the Financial Conduct Authority and can be found on www.fca.gov.uk/fcaregister Kuber Ventures Limited FRN 574987 is an Appointed Representative of Sturgeon Ventures LLP which are Authorised and Regulated by the Financial Conduct Authority. Kuber Ventures Limited, North West House, 119 Marylebone Road,Marylebone, London, NW1 5PURegistered number: 8693809, VAT: 175 9290 69.