EIS PORTFOLIO SERVICE

Transcription

1 EIS PORTFOLIO SERVICE Application Form 1. Please read the brochure and the terms at the back of this application form. 2. Next complete pages 2 and Then either: for Managed service complete pages 4 and 5. OR for Self-select service complete page 6 and, if needed, page Make a copy of the completed form for your own records. 5. Enclose your cheque unless you are using a bank transfer to make your investment. If you wish to use a bank transfer, please do not make the transfer until we send you a request. 6. If you have not invested with Rockpool before, please enclose a copy of the photograph page of your passport. We also accept an Identity Verification Certificate from an FCA authorised firm. If you are not the Investor, we will need a copy of the photograph page of your passport and the Investor s passport. 7. Send your completed form and attachments to your financial adviser, who will complete page 8 and forward the application to us. If you do not need to consult a financial adviser, please send the completed form and attachments directly to us. We will normally acknowledge receipt of your completed application within 1 week of receiving it. If you need any help, please speak to your financial adviser or call us on About Rockpool Rockpool Investments LLP is authorised and regulated by the FCA under firm reference number and has its registered office at 52 Grosvenor Gardens, London, SW1W 0AU. In the brochure and this application form, Rockpool means Rockpool Investments LLP. Warning The value of investments and the income derived from them may go down as well as up and you may not get back the full amount invested. Investments in private companies carry greater risk and are less readily realisable than investments in companies listed on the London Stock Exchange and should not be regarded as a short-term investment. If you are in any doubt about the risks of investing in private companies, you should consult your financial adviser before proceeding. 1

2 All investors please complete this page Investor s personal details First name Middle names Title (Mr/Mrs. etc.) address Address City Phone number Surname Date of birth Postcode I am a US citizen or am resident or was born in the USA I am NOT a US citizen AND I am NOT resident in the USA AND I was NOT born in the USA If you are not the Investor, please enter details for the Investor above and provide the same information from yourself on a separate page, explaining your relationship to the Investor and enclosing proof of authority, such as a power of attorney. Payment EITHER: When requested by Rockpool I will transfer the amount of my investment by bank transfer. OR: I enclose a cheque for the amount of my investment. Your payment must be drawn on your personal account at a UK clearing bank or building society, and cheques must be made payable to Rockpool Client Account and crossed a/c payee only. My funds are coming from an off-shore account and I wish to benefit from relief for remittance of offshore income/gains Timing If it is important that some or all of your investment is completed by a certain date, please enter the amount and date here. Deadline date: / / 20 Amount to be invested by this date: Why is the deadline important? I want to treat the investment as made in the previous tax year ( carry back ) I am deferring a capital gain made on / / 20 Other reason: 2

3 All investors please complete this page Communications and reporting Information about your portfolio will be available online through the MyRockpool portal. This includes: a list of all transactions on your account with us latest valuation and returns information your certificates, such as EIS3s regular updates on each investee company We will send login details to you by , unless you tell us not to do so. I DO NOT wish to have access to MyRockpool Whenever an update is published relevant to a company in your portfolio, we will alert you AND any person(s) named on page 8 by . We will also confirm completion of each investment by . If you prefer not to receive updates, please tell us: Send updates and confirmations ONLY to the person(s) named on page 8 We host events such as investor forums to enable investors to hear directly from investee company management teams and to find out more about private company investing. If you do not wish us to send you invitations to events, please tell us: I DO NOT wish to receive invitations to events EIS3 certificates will be sent to the Investor s address entered on page 2. If you wish us to send the original certificates to another person, please provide their name and address. Please note that originals are unique and cannot be replaced. Copies are available on MyRockpool to anyone authorised to view your portfolio information. By completing this application form, you give us authority to enable employees of the firm named on page 8 (if any) to view your portfolio information. If you do not wish us to do so, please tell us. If you wish to authorise any other person to view your portfolio information, please enter their full name and address below. Self-select service ONLY We will alert you AND any person(s) named on page 8 about new opportunities as they become available. If you prefer not to receive these alerts, please tell us: Send opportunities ONLY to the person(s) named on page 8 In some cases, new opportunity information will be sent by post as well as by . If you do not wish to receive this information by post, please tell us: I DO NOT wish to receive opportunities by post 3

4 Managed service ONLY I wish to invest the following amounts through Rockpool s EIS Portfolio Service the total of the amounts you enter must be at least 10,000. Strategy Amount Number of companies Growth Asset-rich We will seek to spread the amount of your investment evenly across at least the number of companies you specify. If your choices would result in less than 2,500 being invested in each company, or cannot be divided evenly into amounts of 250, we may adjust your choices. If we do so, we will seek to make the least adjustment to your choices. In this case, your portfolio would not match the choices you specify. The more diversity you require, the longer it will take for us to get your money invested. We expect to invest in 4-8 companies per strategy per year. More than one of the companies may operate in a single business sector, so your investment may not be diversified in terms of sector. Statement for Certified High Net Worth Investor If you are not the Investor, the following statement must describe the Investor s circumstances, not your own. I declare that I am a certified high net worth investor because at least one of the following applies - a) I had, during the financial year immediately preceding the date below, an annual income to the value of 100,000 or more; b) I held, throughout the financial year immediately preceding the date below, net assets to the value of 250,000 or more. Net assets for these purposes do not include - i. the property which is my primary residence or any loan secured on that residence; ii. any rights of mine under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or iii. any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependents are), or may be, entitled. I HEREBY DECLARE THAT I have read and understood the brochure and the application form including the Terms and I agree to be bound by them. I acknowledge that Rockpool has not advised me, and will not advise me, on any aspect of this investment, including whether it is suitable for me. I understand that my capital is at risk and I may not receive back what I invest. I understand that Rockpool will rely on the information I have given on this form in accepting my application. I agree to notify Rockpool promptly if there is a significant change in my circumstances described in this form. I confirm that my investment is made from personal savings. (If this last sentence is untrue, delete it and let us know the source of your investment.) Name Signature Date If you are not the Investor, please tick this box and tell us in what capacity you are signing and attach a copy of the power of attorney or other document evidencing your authority. 4

5 Managed service ONLY Questions about your ability to bear the risk of losing your investment If you are not the Investor, the answers should be about the Investor rather than your own circumstances. YES NO Full name of Investor Do you have sufficient reliable income from employment, pensions or other investments to meet your foreseeable needs, even if you lost the capital that you are applying to invest? Have you taken into account your commitments to mortgage and other loan payments, household bills and other commitments such as school fees? Have you considered how your income would change if your circumstances change, for example through retirement or ill-health? Are you borrowing to make this investment? Is the amount you are applying to invest as a proportion of your net assets excluding the value of your home: Below 5% 5-10% Enter % if higher % Questions about your ability to understand this type of investment If you are not the Investor, the following statements must describe your own understanding, not that of the Investor. I understand that: I may lose all the money I invest in private companies Small companies are more likely to fail than large companies, because they tend to be more reliant on a few key people or customers or products or other factors My share of the value of a private company may be reduced if the company needs more money in the future and I can t or I don t want to invest further on the terms available at the time I may not be able to sell private company investments when I want to Private company investments are not a reliable source of income I may lose the benefit of tax reliefs if I or any investee company fails to comply with the applicable rules Name Signature Date 5

6 Self-select service ONLY I wish to invest the amounts shown below (the minimum per company is 10,000 and each amount must be a multiple of 250). Company name Investment strategy Amount Statement for Self-Certified Sophisticated Investor I declare that I am a self-certified sophisticated investor for the purposes of the Financial Services and Markets Act (Financial Promotion) Order I understand that this means: a) I can receive financial promotions that may not have been approved by a person authorised by the Financial Conduct Authority; b) the content of such financial promotions may not conform to rules issued by the Financial Conduct Authority; c) by signing this statement I may lose significant rights; I may have no right to complain to either of the Financial Conduct Authority or the Financial Ombudsman Scheme; d) I may have no right to seek compensation from the Financial Services Compensation Scheme. I am a self-certified sophisticated investor because at least one of the following applies a) I am a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date below; b) I have made more than one investment in an unlisted company in the two years prior to the date below; c) I am working, or have worked in the two years prior to the date below, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises; d) I am currently, or have been in the two years prior to the date below, a director of a company with an annual turnover of at least 1 million. I accept that I can lose the money that I invest as a result of making investment decisions based on financial promotions. I am aware that it is open to me to seek advice from someone who specialises in advising on investments. I HEREBY DECLARE THAT I have read and understood the brochure and the application form including the Terms and I agree to be bound by them. I acknowledge that Rockpool has not advised me, and will not advise me, on any aspect of this investment, including whether it is suitable for me. I understand that my capital is at risk and I may not receive back what I invest. I confirm that my investment is made from personal savings. (If this last sentence is untrue, delete it and let us know the source of your investment.) Name Signature Date If you are not the Investor, but the Investor has authorised you to instruct Rockpool on their behalf, you should make this declaration in your name. If you cannot sign this declaration, sign the declaration on page 7 and explain why your experience or qualifications enable you to make your own investment decisions in relation to private company investments in the notes section provided. 6

7 Self-select service ONLY ALTERNATIVE DECLARATION If you can sign the declaration on page 6, please do so and leave this page blank. If you wish to use the declaration on this page, you must explain in the box below how your experience enables you to make investment decisions about investments in private companies. Statement for Certified High Net Worth Investor I declare that I am a certified high net worth individual because at least one of the following applies a) I had, during the financial year immediately preceding the date below, an annual income to the value of 100,000 or more; b) I held, throughout the financial year immediately preceding the date below, net assets to the value of 250,000 or more. Net assets for these purposes do not include i. the property which is my primary residence or any loan secured on that residence; ii. any rights of mine under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or iii. any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependents are), or may be, entitled. I understand that this means: a) I can receive financial promotions that may not have been approved by a person authorised by the Financial Conduct Authority; b) the content of such financial promotions may not conform to rules issued by the Financial Conduct Authority; c) by signing this statement I may lose significant rights; d) I may have no right to complain to either of the Financial Conduct Authority or the Financial Ombudsman Scheme e) I may have no right to seek compensation from the Financial Services Compensation Scheme. I accept that I can lose the money that I invest as a result of making investment decisions based on financial promotions. I am aware that it is open to me to seek advice from someone who specialises in advising on investments. I confirm that I have the necessary knowledge and experience to make my own decisions in relation to investments in unquoted smaller companies. I HEREBY DECLARE THAT I have read and understood the brochure and the application form including the Terms and I agree to be bound by them. I acknowledge that Rockpool has not advised me, and will not advise me, on any aspect of this investment, including whether it is suitable for me. I understand that my capital is at risk and I may not receive back what I invest. I confirm that my investment is made from personal savings. (If this last sentence is untrue, delete it and let us know the source of your investment.) Name Signature Date If you are not the Investor, but the Investor has authorised you to instruct Rockpool on their behalf, you should make this declaration in your name. 7

8 For completion by intermediaries Intermediary name Firm name address Address City Postcode Bank account into which fees should be paid for your account: Bank name Account name Account number Sort code Introductory fees Each investee company will pay a fee of 3% to introducers at the time of the relevant share allotment. If you waive part of this fee, the Investor will receive additional shares in the same company. Pay to intermediary + Rebate to Investor = Total Initial + = 3.0% Rockpool will pay an annual fee of 0.5% to intermediaries for assistance in reporting to the Investor. Accessing client information If the Investor has authorised us to share information with you, please provide the name(s) and address(es) of individuals authorised to view such information. Name: Name: We understand that Rockpool may bring to our attention investment opportunities of which we were not previously aware and we undertake not to be involved in investing or facilitating investment in such opportunities directly or indirectly except through Rockpool. Signature: Print name: Date: Financial Services Compensation Scheme: Investments made through Rockpool are covered by the FSCS, subject to the normal rules of the Scheme (see also paragraph 10 of the Terms). 8

9 Terms 1. Interpretation In this document, you means the person applying to become, or having been accepted as, a Rockpool client, we or us means Rockpool Investments LLP which is registered in England (OC369009) and based at 52 Grosvenor Gardens, London, SW1W 0AU, FCA means the Financial Conduct Authority, FCA Rules means all regulations to which we are subject as an authorised entity and Terms means the terms and conditions set out in this document, as amended from time to time and published on 2. Application, acceptance and accuracy of information To apply, you must complete the application form that we provide and you must be over 18 years of age. The Self-select service is only available if you are, in our view, capable of making your own investment decisions in relation to private company investments. We are not obliged to accept your application, nor will we be obliged to give reasons for not accepting your application. If we accept your application, we will treat you as a retail client. You must inform us promptly if there is any change in your personal details or other information relevant to your status as our client. You promise that all such information that you have already or may in future provide to us is complete, accurate and not misleading. If your bank details change and you do not inform us promptly, payments for your account may be lost or delayed at your own risk. 3. Nominee and custodian Any money that you transfer to us for investment and any money received by us on your behalf will be held in a custodian account until it is invested in companies or paid to you. Any investment that you make through Rockpool will be registered in the name of a nominee appointed by us. Rockpool will select the custodian and the nominee. These arrangements are designed to ensure that your investments are safeguarded and are not dependent on our financial strength. However it is possible that the nominee or any bank could default on their obligations. We will not be responsible for any loss that you may suffer as a result. You will be the beneficial owner of your investments and you will be entitled to request notice of investee company meetings and to vote at them. Any interest earned on your moneys in the custodian account will be retained by Rockpool. We will pay any fees or costs due for custodian and nominee services arranged by us. You authorise us to instruct the nominee on your behalf throughout the holding period of each investment. You agree to be bound by the terms of any agreement entered into by the nominee in its capacity as your nominee. In consideration of the nominee holding, and acting as custodian of, investments on your behalf, you indemnify us and the nominee and each of our and their directors, officers, members, employees and agents against all losses, liabilities and reasonable costs which they may properly incur in performing this service. Your liability under this indemnity will be limited to the aggregate of the value of the relevant investment from time to time and amounts distributed to you in respect of the relevant investment. 4. Building your portfolio If you choose the Managed service, we will allocate part of your investment to every opportunity approved by us as matching your chosen investment strategy(ies) until your investment is fully allocated. We will seek to spread the amount of your investment evenly across at least the number of companies you specify. If a greater diversity (by number of companies) can be achieved without extending the time required to fully invest your funds, we will seek to maximize the number of companies in your portfolio. If your choices would result in less than 2,500 being invested in each company, or cannot be divided evenly into amounts of 250, we may adjust your choices. If we do so, we will seek to make the least adjustment to your choices. In this case, your portfolio would not match the choices you specify. 9

10 If you choose the Self-select service, we will send you information on investment opportunities from time to time. We accept no responsibility if, for whatever reason, you do not receive such information. Where you wish to take up any investment opportunity, you should make a reservation as soon as possible by contacting us by phone or . You may apply to reserve any amount that is at least 10,000, or such other amount as we may agree. A reservation does not commit you to invest until you transfer funds to the custodian account. A reservation may be reduced or withdrawn at any time before the investment is legally completed. We will normally allocate investment opportunities between our clients on a first come, first served basis, subject to certain exceptions as set out in our allocation policy (a copy of which is available on request). This means that you may not be able to invest the amount that you request. If you do not confirm your investment or transfer funds to complete the investment within any time limit we specify, you may lose your priority in the reservation list. If you make a reservation and have funds available in our client account at the time of allotment, we will be entitled to accept your verbal or written reservation as an irrevocable authority to make the relevant investment. We will not borrow money against your investments or lend any securities held on your behalf. We will not invest your money in collective investment schemes or in derivatives. 5. Investor representation We will monitor the investments in your portfolio throughout the life of each investment and we will seek to maximise their value by working with the executive management of each investee company. We will consult with you in relation to major decisions affecting your investments, such as the sale or winding up of an investee company and significant capital changes. In such situations, we will send you an update setting out the action that we propose to take on behalf of investors and will implement the proposed action unless a majority of Rockpool clients direct us otherwise, based on a simple majority by amount subscribed, and not yet returned, of the aggregate of investments held by all Rockpool clients in the relevant investee company. We may act in advance of consultation or at variance to the results of consultation if we reasonably believe that this is necessary to protect the interests of relevant Rockpool clients as a whole. 6. Communications We will inform you each time an investment is made on your behalf and we will report to you on a six-monthly basis, in each case unless you instruct us not to do so. You may request reports on a three-monthly basis. We may vary the timing of updates. We may refuse to disclose any information which is, in our opinion, commercially sensitive. We will seek to provide you with access to your portfolio information through the passwordprotected section of our website. We will communicate with you in English and may do so by telephone, or post. 7. Termination and withdrawal If you wish to withdraw part or all of your investment, please write to us at our registered address. We will transfer money to your bank account as soon as possible after we receive your written instruction. The amount you receive will be limited to any cash held on your behalf plus the net proceeds of selling investments held on your behalf. If we need to sell investments in order to cover your withdrawal request, there may be a significant delay in transferring money to you. We may meet your withdrawal request by transferring investments to you but will not be obliged to do so. You may terminate the relationship between you and us at any time by written notice to us, provided that we are not holding investments on your behalf at the time of termination. 10

11 If, in our reasonable opinion, you breach these Terms, we may terminate the relationship at any time by written notice to you without compensation, in which case we will proceed as if you had requested withdrawal of all of your investment. We may cease to provide you with access to new opportunities at any time if, in our reasonable opinion, you breach these Terms. If we do so, you will no longer have access to new opportunities, but we will continue to monitor and report on your existing investments, providing that you continue to comply with these Terms. We will be entitled to act as investor representative in relation to each investment made through Rockpool, unless and until we receive notice of a decision by investors holding more than 50% (by amount subscribed and not yet returned) of the aggregate of investments held by all Rockpool clients in the relevant investee company to replace Rockpool in that role with an alternative suitably qualified investor representative. If we propose to cease to act as investor representative in relation to one or more investee companies, we will inform relevant investors as soon as reasonably practicable and we will call a meeting within 30 days in order to give those investors as a group the opportunity to appoint an appropriate alternate in our place. 8. Charges We will not charge you for our service. We will not require you to invest or pay more than the amount(s) you have applied to invest. 9. Exclusivity and confidentiality You undertake not to use information regarding any investment opportunity, which we have provided to you or your agents or advisers, to invest directly or indirectly in, or to assist any other person to invest directly or indirectly in, such investment opportunity without our consent. You acknowledge that any breach of this undertaking is likely to result in serious damage being sustained by us and you agree that you will compensate us for any loss consequent on such breach. Information relating to investment opportunities and investments is provided to you on a strictly confidential basis. You are not permitted to use such information except for the purposes of considering and evaluating the relevant investment opportunity or monitoring your portfolio. You must not directly or indirectly disclose such information (or allow it to be disclosed) to any person without our prior written permission. We may refuse to provide information to you if we have a reasonable expectation that you will breach the obligations in this section. 10. Complaints If you wish to complain about our service, please write to us at our registered address. We will investigate the circumstances and report back to you. If you are still dissatisfied after we have given you our final response, you may refer your complaint to The Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London E14 9SR. A copy of our complaints handling procedure is available on request. If we cannot meet our obligations, you may be entitled to compensation from the Financial Services Compensation Scheme. Further information is available from the Financial Services Compensation Scheme at 7th Floor, Lloyds Chambers, Portsoken Street, London E1 8BN. 11. Data protection We will not share your information with third parties for marketing purposes without your consent. We may check your personal details against any public or private database for the purpose of anti-money laundering. We may need to ask you for further evidence of your identity and the source of funds which you invest. We may keep records which include your name and certain 11

12 personal information. We may share your information with our associates and may disclose your information to any legal or regulatory authority to which we are subject. Your data may be held and processed on our behalf by third parties that comply with appropriate data protection standards. We may record or monitor telephone calls. You have a right to access the personal information that we hold about you. To obtain a copy of this information, you should write to the Compliance Officer at Rockpool Investments LLP at our registered address. We reserve the right to charge you for the provision of this information. 12. Risk warning We do not provide advice or make personal recommendations to our clients and we do not represent that any particular investment will be suitable for your circumstances. We will provide our services with due skill, care and diligence. We will ensure that our communications are clear, fair and not misleading. Where notes are given on the tax consequences of any investment, these notes do not constitute specific advice and will be of a generic nature only. We recommend that you seek your own professional advice before making decisions in relation to your investments. We do not promise any return on investment nor that the value of any investment will be maintained. It is possible that you could lose your entire investment, and you should ensure that you have sufficient assets and liquidity to bear this risk prior to making any investment. 13. Liability We accept responsibility for loss to you only to the extent that such loss is due to our negligence, willful default or fraud. We will not be liable for loss of goodwill, profit opportunity or any special or indirect losses or for any indirect or consequential loss. Nothing in these Terms affects the statutory rights of individuals or limits our liability for death or personal injury caused by us or any liability that we may have to you under FCA rules. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms. 14. General You and we agree to use English as the sole language for communications between us. We will monitor our activity for potential conflicts of interest that would be likely to disadvantage you and will disclose any such conflict to you. Trades will not normally be executed on a regulated exchange. We may aggregate your transactions with those of other investors and if we do so, we will allocate such transactions promptly. We will allocate investment opportunities in accordance with our allocation policy, a copy of which is available on request. We will execute orders in accordance with our order execution policy, a copy of which is available on request. We may amend these Terms by notice to you. We may delegate any of our functions under these Terms. We will exercise due care in the selection, use and monitoring of any delegates. We may assign our rights under these Terms to any appropriately authorized and regulated person. You will not assign or transfer any benefit, interest or obligation under these Terms. You and we do not intend that any part of these Terms should be enforceable by any other person. If any part of the wording of these Terms is declared to be illegal, invalid or unenforceable, that part will be deleted and the rest of the Terms will remain in force. Any failure or delay by us to exercise a right or remedy under these Terms or by law does not constitute a waiver of any rights or remedies. These Terms and any dispute arising out of or in connection with their subject matter shall be governed by English law and you and we submit to the non-exclusive jurisdiction of the English courts. Website Address 52 Grosvenor Gardens, London, SW1W 0AU Telephone Rockpool Investments LLP is registered in England (OC369009) and is authorised and regulated by the Financial Conduct Authority 12