Silver Lining Screen Fund: Application Form

Transcription

1 Silver Lining Screen Fund: Application Form

2 Instructions These Application Forms are in respect of the Silver Lining Screen Fund and you must have read and understood the Information Memorandum and ensure you are an Eligible Investor. Application Procedure Please complete the Application Form and return it to Mainspring Nominees Limited, 8 Old Jewry, London EC2R 8DN, together with your cheque for the full amount of your proposed subscription. Please make cheques payable to Silver Lining MNL Client Account with reference Silver Lining Screen Fund. Application Form When completing the Application Form, please note the following: Advised Investor: Please complete sections Non-advised Investor (direct/execution-only): Please complete sections SECTION 1 - To be completed for advised and non-advised investors Please complete all available fields in the personal details section. Joint applications are not permitted, though spouses and civil partners may apply separately. Please provide your national insurance number, tax district and tax reference number. If you are resident for tax purposes in more than one country, please provide all such details. Please indicate how you would like us to communicate with you. SECTION 2 - To be completed for advised and non-advised investors Please note that the minimum subscription is 10,000 and the maximum subscription is 1,000,000. SECTION 3 - To be completed by an investor s financial adviser or intermediary Please provide personal details of the financial adviser/intermediary including bank account details. Please tick the corresponding box if copies of all client documentation should be sent to the financial adviser/intermediary. Please tick the appropriate box to indicate eligibility for an adviser/intermediary to receive commission. 2

3 Instructions SECTION 4 - To be completed for advised investors only Please tick the appropriate box and complete the Adviser Charge section if applicable. Please read the declaration, then sign and date the Investor Declaration. Please instruct the adviser to complete the Suitability Procedure form and sign the Adviser Declaration. SECTION 5 - To be completed for non-advised investors only Please confirm whether an investor is a certified high net worth individual, a certified or selfcertified sophisticated investor or a certified restricted investor. Please tick the appropriate boxes to confirm that an investor has not received any financial advice in relation to this application. Please also tick the commission structure for any commissions due to financial intermediaries. Please complete the Appropriateness Assessment, then read the declaration and sign and date the Application Form. Please enclosed a certified copy of an investor s passport and a utility bill less than 3 months old. SECTION 6 If you would like to cancel your subscription, then please complete the cancellation form and return to the Manager within 14 days of the Fund Manager receiving your application form. Application I wish to apply to become an Investor in the Silver Lining Screen Fund on the terms stated in the Information Memorandum, including the investor agreement set out therein (the Investor Agreement). 3

4 Application Form Section 1: Investor Details 1.1 Personal Details Title Forename Middle name(s) Surname Address Country Postcode Telephone (daytime) Telephone (mobile) Place and country of birth Date of birth / / 1.2 Tax Details Please provide the following details if you are a UK qualifying tax payer and wish to claim EIS relief on your investment. National Insurance No. Country/countries of tax residency (including UK please list below) Tax Reference number(s) (listed next to the relevant tax residency) Explanatory note: The UK government is required, in certain circumstances, to share tax information with the tax authorities in other countries. As a result, financial institutions are legally required to collect certain information about the tax residency of each investor that it deals with. These records will only be disclosed to the relevant tax authorities if, and when, this is required under applicable law. Your tax residence generally is the country in which you live for more than half of the year. However, there are certain circumstances that would cause a person to become tax resident in a number of countries. The country/countries in which you pay income tax are likely to be your country/countries of tax residence. If you are a US citizen, or hold a US passport or green card, you will also be considered a tax resident in the US, even if you live outside the US. If you have any concerns regarding your tax residency, please seek advice from a suitably qualified person. 1.3 Communication and Marketing Preferences Please contact me by: Post Telephone I wish to subscribe to Creative Media Investments newsletters 4

5 Section 2: Investment amount Insert amount, which must be in pounds sterling and not less than 10,000 and not more than 1,000,000 I wish to subscribe the amount of (figures) (words) Your cheque or banker s draft should be made payable to: Silver Lining MNL Client Account If you prefer to pay your Subscription by electronic transfer then please transfer to: Bank: Metro Bank, One Southampton Row, London Account Name: Silver Lining MNL Client Account Sort Code: Account Number: IBAN: GB94MYMB The application form and the subscription payment must be received and cleared in the Custodian s account by Friday 31 March If paying by cheque, the cheque must be received no later than 23 March 2017 to ensure payment has cleared by the 31 March 2017 deadline. For applications submitted to the Manager after 17 March 2016, the Manager will deem that the 14 day cancellation period will have been waived. 5

6 Section 3: details of the financial adviser or intermediary This section is to be completed by your adviser or intermediary Name of adviser/intermediary: Name of Firm: Address: Telephone: FCA Registration number: Please send me copies of all client documentation 3.1 Please tick an option below. If advice has been given then commission cannot be paid. Please tick if you have advised the investor. (Please complete separate Suitability Procedure Declaration) My client is an advised investor and I am not allowed to take commission. Please complete the Suitability Procedure found in section 3.3 My client is a non-advised direct investor and I am allowed to take commission (i.e. Execution-only) Please complete the Appropriateness Assessment found in section Adviser Bank Details: Financial Adviser/Intermediary s bank details Account Name: Bank/Building Society: Account Number: Sort Code: 6

7 Section 4: advised investors only 4.1 Adviser Charges Please tick one box below. I will be paying an Adviser Charge separately to my financial intermediary that does not require facilitation by the Manager. I will be paying an Adviser Charge to my financial intermediary that does require facilitation by the Manager. Please deduct the Adviser Charges set out below from my gross investment and pay the fee (which is inclusive of VAT, if applicable) to my adviser listed in section 3. These charges have been agreed with my Intermediary for advice and related services in respect of this investment. Note: EIS Tax Relief is calculated with reference to the amount invested in each EIS Qualifying Company within the Fund and will be on 100% of the Investment Amount subscribed into the EIS Qualifying Company net of adviser charges. By signing this Application Form, you also confirm that you understand that all indications of possible returns and performance fee hurdles stated in the Information Memorandum are based on amounts invested in the Fund after the setting aside of any such fees, as in this example: Gross amount subscribed = 10,000 less fees payable of 300 = net invested 9,700 Adviser Charge Has the investment amount been increased to allow for the Adviser Charge? Yes No (figures) (words) (insert amount, which must be in pounds sterling inclusive of VAT or nil ) 7

8 4.2 Advised Investor Declaration I confirm that: I have read and understood the Information Memorandum and the Investors Agreement and accept the risks inherent in this investment The information that I have provided in the Application Form and the documents attached to it is complete and accurate to the best of my knowledge and not misleading, including all tax related information requested and required by this Application Form I am deemed suitable to invest in the Silver Lining Screen Fund as defined in the Information Memorandum and by my independent financial adviser who is authorised by the FCA to give investment advice I consent to the Manager and Custodian and their delegates and any other related, associated or affiliated companies obtaining, using, disclosing and processing my data in accordance with the conditions of the Data Protection Act 1998 insofar as it is required to administer and maintain my investment I will notify the Manager, Investment Adviser and Custodian immediately and provide updated information if, at any time whilst I am an investor in the Silver Lining Screen Fund, any circumstances occur which have the effect of making any such information untrue or misleading Signature Name (printed): Date: / / 8

9 4.3 Suitability Procedure Adviser Declaration (To be completed by the Adviser) Details of individual Full name of Investor Current Address Previous address if individual has changed address in the last three months Date of birth / / A separate confirmation must be completed for each Investor (e.g. joint holders, trustee cases and joint life cases). Where a third party is involved, e.g. a payer of contributions who is different from the Investor, the identity of that person must also be verified, and a confirmation provided. Verification of identity This form cannot be used to verify the identity of any customer that falls into one of the following categories: those who are exempt from verification as being an existing client of the introducing firm prior to the introduction of the requirement for such verification; those who have been subject to Simplified Due Diligence under the Money Laundering Regulations; or those whose identity has been verified using the source of funds as evidence. I/we confirm that: the information in Section 1 above was obtained by me/us in relation to the customer; the customer is not a PEP (Politically Exposed Person, or a person known to be a close associate of a PEP the evidence I/we have obtained to verify the identity of the customer Please tick only one box below Meets the standard evidence set out within the guidance for the UK Financial Sector issued by JMLSG; or Exceeds the standard evidence (written details of the further verification evidence taken are attached to this confirmation). 9

10 Suitability and facilitation payments I/we confirm that the above named Investor is a client of our firm and I/we have assessed the suitability of this subscription to the Silver Lining Screen Fund for the Investor in accordance with COBS 9 of the FCA Handbook and that we consent to the FCA Manager relying on our assessment of suitability under COBS 2.4. I confirm that any payment to us that the Investor has requested to facilitate is in relation to the provision by me of advice to the Investor in respect of this application. I also confirm the amount has been agreed by me with the Investor in accordance with the FCA rules on adviser charging and remuneration. (Adviser) Signature Name (printed): Date: / / Notwithstanding completion of this form, the Manager may carry out random checks on a sample of applications. With regard to those random samples, certified copies of the documentary evidence referred to above will be requested and are to be produced on demand. Failure to produce such copies promptly may result in rejection of the application and may prejudice other applications made through the same firm. 10

11 Section 5: non-advised investors 5.1 Investor Eligibility To be completed by, or on behalf of, the investor To invest in the Silver Lining Screen Fund as a non-advised investor you have to confirm on the application form that you meet the criteria of being a High Net Worth Investor, a Sophisticated Investor or a Restricted Investor, as defined by the FCA. The following is a list of the criteria to qualify as such: 1. High Net Worth Investors At least one of the following applies: (a) You have had, throughout the financial year immediately preceding the date below, an annual income to the value of 100,000 or more; or (b) You 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: the property which is a primary residence or any money raised through a loan secured on that property; any rights under a qualifying contract of insurance; or any benefits (in the form of pensions or otherwise) which are payable on the termination of service or on death or retirement and to which you (or your dependants are), or may be, entitled. Also excluded from the net asset definition are lump sum pension withdrawals that are not intended to serve as income in retirement. 2. Certified or Self-Certified Sophisticated Investors At least one of the following applies: (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) Have made more than one investment in an unlisted company in the two years prior to the date below; (c) You are 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; or (d) You are 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. 11

12 3. Restricted Investor In the twelve months you have not invested more than 10% of your net assets in non-readily realisable securities; and undertake that in the twelve months following the date below, you will not invest more than 10% of your net assets in non-readily realisable securities. Net assets for these purposes do not include: the property which is my primary residence or any money raised through a loan secured on that property; any rights of mine under a qualifying contract of insurance; or 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 dependants are), or may be, entitled. Also excluded from the net asset definition are lump sum pension withdrawals that are not intended to serve as income in retirement. I confirm that I am: A certified high net worth individual within the meaning of paragraph 48 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (see Appropriateness Questionnaire) A certified or self-certified sophisticated investor within the meaning of paragraph 50 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (see Appropriateness Questionnaire) A certified restricted investor within the meaning of COBS R (see Appropriateness Questionnaire) 5.2 Commissions Please tick this box to confirm that you have not received financial advice from an adviser or intermediary in respect to this application. Commission is payable to my Intermediary listed in Section 3, by the investee EIS company out of the offer charges it receives (note: commission is not permitted to be paid where the Intermediary has provided a personal recommendation to a UK retail client). The investee company s initial charge will be 4.25% of the amount subscribed to the Qualifying Companies. Please select one commission option below: 3% upfront initial fee (please complete the box below) 2% upfront initial fee with 0.5% annual trail commission over 3 years (please complete the box below) Amount of initial commission to be reinvested for the client. % 12

13 5.3 Appropriateness Assessment The Silver Lining Screen Fund, like many SEIS and EIS funds, is in fact a series of parallel Investor Agreements. You will enter into such an agreement with Kin Capital Partners LLP (the Firm ) to become a client. Kin Capital is authorised and regulated by the Financial Conduct Authority ( FCA ). The FCA s rules require that the Firm considers information you provide us regarding your knowledge and experience in the investment field relevant to the specific type of product or service offered or demanded, so as to enable the Firm to assess whether the service or product envisaged is appropriate for you. There are three core areas we need information from you in order to make this decision: (a) The types of service, transaction and investments with which you are familiar; (b) The nature, volume, frequency of your previous relevant investments and the period over which they have been carried out; and (c) Your level of education, profession or relevant former profession. Investment & Transaction Experience The Firm must assess that you have the necessary experience and knowledge in order to understand the risks involved in the management of your portfolio. To enable us to do this, please answer the following questions: Please note you do not need to tick all these questions for the investment to be deemed appropriate for you. Please tick all that are appropriate. Have you invested in EIS funds before? Have you appointed an investment manager before? This may include investing in an SEIS or EIS fund, managed by a regulated manager. Have you invested in unquoted companies before? Have you previously invested in Venture Capital Trusts (VCTs) Have you lent money to an unquoted company? E.g. a Peer to Peer lending platform. Have you ever been part of a management team of an early stage, unquoted company? Have you ever been a company Director (other than an early stage, unquoted company)? 13

14 My income 0-10, , , , ,000+ My assets 0-100, , , m 1m+ Education, Profession or Relevant Former Profession What is the highest level of formal education you have obtained (excluding vocational or professional qualifications)? What is the highest level of vocational or professional qualification you have obtained? What is the most senior employment position you have held (e.g. Director, Manager, Partner)? What experience (if any) do you have of working in, or with, financial services companies? Please note: Investments in unquoted enterprises are inherently high risk and investors could lose all of the capital they invest in such companies. You must therefore only consider committing an amount of money to the Fund that you can afford to lose. To reiterate, the Firm offers an investment management service only in relation to EIS Qualifying Companies. We will not take an overview of your financial situation beyond the information you give us here and will not provide you with any advice. If you would like advice on any elements of your financial situation please speak to an appropriately authorised financial adviser. Kin Capital does not offer such advice. I have enclosed a certified copy of my passport and a utility bill less than 3 months old 14

15 5.4 Non-Advised Investor Declaration I confirm that: I have read and understood the Information Memorandum and the Investors Agreement and accept the risks inherent in this investment The information that I have provided in the Application Form and the documents attached to it is complete and accurate to the best of my knowledge and not misleading, including all tax related information requested and required by this Application Form. I am an Eligible Investor as defined in the Information Memorandum I consent to the Manager and Custodian and their delegates and any other related, associated or affiliated companies obtaining, using, disclosing and processing my data in accordance with the conditions of the Data Protection Act 1998 insofar as it is required to administer and maintain my investment I will notify the Manager, Investment Adviser and Custodian immediately and provide updated information if, at any time whilst I am an investor in the Silver Lining Screen Fund, any circumstances occur which have the effect of making any such information untrue or misleading Signature Name (printed): Date: / / 15

16 Section 6: cancellation form Cancellation Form - Silver Lining Screen Fund Unless waived as described in Section 2 of the Application Form, you may exercise a right to cancel the Investor Agreement by notification to the Manager within 14 days of the Fund Manager receiving your Application Form. This right and the consequences of cancellation are explained in the Investor s Agreement in the Information Memorandum. Following cancellation, the remaining balance of your money (if any), less any fees paid, will be refunded to you by cheque and any shares acquired will be transferred into your own name. You will not be entitled to interest on monies refunded following cancellation. You may give this notice of cancellation by completing this form and returning it to: Kin Capital Partners LLP, Winchester House, Old Marylebone Road, London, NW1 5RA Individual Investor Title Forename Surname Address Postcode (and country if not UK) National Insurance No. (UK only) Telephone number Mobile number I confirm that I wish to cancel the Investor s Agreement. Signature: Name (printed): Date: / / 16