An Offer to Buy Shares in Todd Adcock

Transcription

1 An Offer to Buy Shares in Todd Adcock My name is Todd Adcock and I am offering a unique opportunity to acquire shares and invest in my career as a Tournament Golf Professional. I attach a copy of my Golf CV to give you an idea about my achievements during my career as an Amateur. I am trying to raise money to get started on my chosen career as a professional golfer. I have calculated that I need to raise around 23,000 to cover my expenses for this year alone. I may need a similar amount for 2014 depending on my successes this year. The money will be used to cover the following activities and expenses in 2013:- Europro tour memberships fee Pre season Training Regular coaching Europro tour Final Q school in April Full season on the Europro Tour Open Qualifying European Tour School Entry and stage 1 Finances are a key factor in any professional s planning and it is hoped that by raising funds now I can concentrate on the golf. The Proposal Todd Shares can be bought now in blocks of 25. So 25 buys one Todd share. You can buy as many blocks as you wish. My plan is to be able to return a dividend to you as shareholders from the prize money I hope to earn over the next two years. My prize money will be retained and the dividend fund will be made up from a maximum of 30% of my winnings after settlement of my reasonable expenses over the next two years. For example if I earn 50,000 in prize money this year the total dividend fund will be : 50,000 less Expenses 23,000 Total Fund 27,000 To be paid out 30% of 27,000 = You, as shareholders, will be entitled to receive a dividend based on the percentage of my winnings divided by the number of shares sold. I hope to be able to pay an interim dividend of 10% of my first year s winnings at the end of this Tournament season but no later than 31/12/2013. The balance of the dividend (the other 20%) will be paid at the end of year 2 i.e. around 31/12/2014. I propose to retain the right to buy back all the shares issued with a 15% premium in the event that I am able to support myself from Prize winnings before the end of the two year life of the shares. Prospects Last year the leading player on the EuroPro tour earned 32,800 in prize money. The player down in 10 th position earned 15,200. I do feel confident that I can make it as a Professional.

2 My objective is to fund myself as soon as possible. If I am doing well enough I hope to be able to repay the original capital invested in me. However investors are warned that they may lose all their original investment and you should only apply for shares on this basis. Legal stuff this is a legal document to regulate the contractual relationship between you and me should you apply for shares. Application for shares if accepted by me will constitute a binding agreement between us the terms of which are as set out in this offer and the Schedule attached. You are recommended to read these carefully and, if you want, to seek legal advice. The terms are drawn in a way to make matters clear between us, though favouring me, to avoid me getting caught up in legal disputes with different shareholders which would distract me from the true goal of playing well on Tour. Should you wish to apply for a share/ shares please complete the form below. If you require further information please contact me, Todd Adcock, ( ), John Featherstone ( ) or Nigel Wates ( ). This offer will be open for a limited time and will be closed early if oversubscribed. All Applications should be sent to :- 28 Exeter Close, Tonbridge, Kent TN10 4NT for the Attention of Todd Adcock Please issue me with. Shares in Todd Adcock Golf Professional in multiples of 25. I enclose my cheque payable to Todd Adcock for I understand that I may not receive my original capital back. I understand that the share/s entitle me to receive any dividend payable calculated as described above from Prize money less Expenses from Professional golf tournaments in the period 2013/14. Name:- Signed Date Please Print Date Contact Details:- Phone number address (to be used for progress updates) Address to be used for correspondence

3 Legal stuff Schedule 1. What I will do (a) Try to play in and do well in those tournaments I consider it appropriate and cost effective to compete in. (b) Give quarterly updates by of my performances and earnings and expenses. 2. What I won t do (a) Compete when not fit, nor when to do so I consider uneconomical. (b) Branding for shareholders. (c) Give you any intellectual property or image rights. (d) Personal appearances for you. (e) Sponsorship of you or your business. (f) Media plugging or other advertising of you or your business. (g) Hold money paid by you on any form of trust or other arrangement. 3. My responsibilities (a) Try to earn money from competing. (b) Comply with PGA requirements. (c) Try to keep healthy. (d) Live and stay economically. (e) Place money in a separate bank account. (f) Account for any tax or other similar deduction on any earnings from competing before accounting for it. (g) Discharge any expenses I incur. (h) If economical, insure myself and potential earnings. (i) Train and seek appropriate coaching. 4. Force majeure (a) If I am injured or otherwise unable to play golf or compete I may terminate this arrangement on giving you notice and accounting for any dividend. (b) I will seek to insure against the events at 4(a) above if economical. 5. Earnings (a) Earnings are deemed to be monies obtained from competing in a tournament after deduction of: (i) taxes (local); (ii) entry fees; (iii) caddy fee; and/or (iv) hotel, travel and incidental subsistence expenses. (b) Any monies I make other than from competing in tournaments are excluded from this agreement whether this be from personal appearances, sponsorship or otherwise. Such other monies should help me compete better. (c) The benefit of golf equipment, clothing and any other benefit as may be offered to me are also excluded from this agreement. 6. Transfer of Shares Neither you nor I are entitled to assign, transfer or charge the benefit of this agreement or the shares. 7. Financial regulation (a) This offer is not open to the public, only specific people I have invited. (b) This offer is not a collective investment scheme or other regulated arrangement under the FSA or otherwise. 8. Share money (a) I will hold money paid for shares in my sole name and not on trust for you or any party. (b) I will place monies in a secure bank account. 9. Legal Boilerplate

4 (a) Governing Law This agreement is governed by English law. (b) Dispute Any dispute shall be referred to Frank Prescott, General Manager of Nevill Golf Club, for determination as an expert whose decision shall be final and binding. If he shall be unable or unwilling to act in this role I will fund another suitable alternative. (c) No Partnership This agreement does not constitute a partnership or other joint venture between us. (d) Illegality If any one provision is deemed illegal this shall not affect the remainder of the Agreement. (e) Entire Agreement This Agreement sets out the entire agreement between us and supersedes any previous agreement between us. (f) Representations You accept you are not relying on any representation or warranty by me and all of my obligations are set out in this Agreement. (g) Amendment or Variation No variation or amendment to this Agreement shall be valid unless signed by both of us. (h) Notices Any notice given under this Agreement shall be validly served only if: (i) when given by me to you, if sent by to the address you have given; or (ii) when given by you to me, if sent both by to the address/notifying from time to time and also if I notify you to another party.

5 Todd Adcock Golf C.V. D.O.B: 15/06/1985 Residence: Tunbridge Wells, Kent Turned pro: +3.5 ( lowest +4.2 ) Coach: David Ridley Home Club: Nevill Golf Club Height: 184 cm ( 6 1 ) Weight: 86kgs ( 13 st 6 ) Mobile: +44 (0) E Mail: toddadcock@hotmail.com Website: Not constructed yet. Google Todd Adcock Golf for write ups, pictures and more information. Teams Sussex Under 18 ( ), Sussex Mens ( ), England Elite Squad ( ), England v Spain (2009), Home Internationals ( 2008, 2011 ) Walker Cup Squad ( 2009 ), Waverley Golf Club (Australia) Division 1 Pennant (2010) Nevill Golf Club Mail on Sunday Team (Runners up 2008) Individual 2000: Winner Sussex Under 15 Championships, Winner Sweetwoods Park Junior Open 2001: 5 th Daily Telegraph Junior Golf Championships, Sea Island, Georgia, USA,

6 Equalled the course record at The Nevill Golf Club with 65 (-6) 2002: 3 rd Daily Telegraph Junior Golf Championships, Sun City, J bourg, SA 2003: Winner Daily Telegraph Junior Golf Championships Qualifying. 2 nd Daily Telegraph Junior Golf Championships, Sun City, SA Captain Sussex Under 18 Team, Winner of 7 Junior Opens 2004: Holder of 4 course records:- Lamberhurst 68 ( -4 ), Piltdown 64 ( -4 ), Wildernesse 64 ( -8 ), Nevill 62 ( -9 ) 2005: Winner Tiese Trophy, Winner Churchill Bowl 2006: Winner Sussex Centenary Jug 2007: Winner Sussex Amateur Championship, Winner Purley Trophy 2008: Winner English Amateur Championship, Winner Churchill Bowl, 4 th Federal Amateur Championship, Canberra, Australia, 6 th South of England Championship 2009: Winner Ealing Scratch, 5 th Hampshire Hog, Reached 8 th World Amateur Golf Rankings. (week 2009/ march ) 2010: Winner Melbourne Division 1 Pennant Team (Waverley G.C.) Undefeated Player Melbourne Division 1 Pennant Season 4 th Tazmanian Open, Hobart, TAZ, 4 th Australian Foursomes 4 th St. Andrews Links, 4 th EGU SE Qualifying, 4 th Open Championship Final Qualifying * Out due to Wrist injury August 2010 April 2011* 2011: Winner Churchill Bowl (by 14 strokes), 4 th Brabazon Trophy Southern Qualifier 8 th Lytham Trophy, 9 th Open Championship Final Qualifying, 4 th (and leading amateur) European Tour School Stage : Turned Professional 1/1/12, 2 nd Open Championship Regional Qualifying

7 Current Status Having fully recovered from the frustrating wrist injury that prevented me from playing properly from August 2010 to April 2011, I have now turned Pro. Jamie Spence, the ex European Tour Player, who also came from the Nevill Golf Club, has been giving me lots of advice on how to advance my career and progress from my current position to a full time European Tour player. I have had wonderful support from the EGU and thanks to them have been fortunate to play in Australia. As well as receiving advice about life as a golf professional from Jamie Spence, I have also been mentored by several members at the Nevill who have described the business skills that they use and how necessary a professional approach is and will be to all aspects of my life. I am now looking to build a full support network for my career and establish links with Sports Management companies and potential sponsors. I believe I am personable, friendly and possess good inter-personal skills.

8 16 Calverley Park Tunbridge Wells Kent TN1 2SH March 2012 To whom it may concern Todd Adcock I've been working with Todd Adcock since January 2011, when I became Vice Captain at the Nevill Golf Club in Tunbridge Wells. During that time, and now in my Captaincy year, I have mentored him and also provided or facilitated other support when necessary. We have discussed, planned and worked together on many aspects of his current and future life as a Professional Golfer, based on my experiences at the London Business School in the late 1970s and my subsequent career in the City. We have considered pre and post tournament planning and analysis, financial budgeting, fund raising, contractual negotiations, dealing with potential sponsors, golfing with sponsor's invitees etc. Throughout the time we have worked together he has been keen, willing and a rapid learner. He is extremely personable, being friendly, kind and good-looking. He already has all the personal skills that would make him attractive to potential sponsors, without any hint of big-headedness. He is even an uncritical and welcoming partner to mid and high handicap golfers and has that rare talent amongst highly skilled golfers to make those around him relax, enjoy the day and play better than they normally do. I thoroughly recommend him. Martin Prentice Captain, 2012 Nevill Golf Club Tunbridge Wells Finance Director AMT Futures Limited, London EC2N 3AH

9 To whom it may concern I have personally known Todd Adcock for the last 5 years as his Golf Coach. Todd won the English Amateur Championship in 2008 and was selected to represent England against Spain that year and then he was selected to the full England s Men s squad. He was a key figure as a squad member setting high standards in both his work ethics and fitness. His peers look at Todd as a role model. He represented England on many occasions and had a first class amateur record. Unfortunately he has suffered a few serious injuries which have kept him out of the Professional game for a while. During this time his mental strength shone through as he never gave up the fight to achieve his true potential that is to be playing on the European tour. He has a great understanding of the workings of his golf swing which has improved to a standard that now allows him to hit all the shots that is required to succeed on the European tour. He has great potential but also he is a very likeable person with a great sense of humour and always has time to speak to people and help them in any way he can. I have coached many top class Amateurs and European tour players during my time as an International coach and without doubt Todd has all the skills to be a European tour player David Ridley Former National E G U England Coach Golf Monthly top 25 coaches Coach to European tour players