Select Media SEIS Service 3 INVESTOR GUIDE

Transcription

1 Select Media SEIS Service 3 INVESTOR GUIDE A portfolio of new businesses creating and exploiting intellectual property in entertainment media. Offers investors the dual benefits of: High growth potential Tax relief including 50% income tax relief and up to 50% reduction in capital gains tax

2 1 What is SEIS? The Seed Enterprise Investment Scheme (SEIS) is a new Government initiative designed to promote investment into early-stage businesses by offering a range of attractive tax reliefs. For certain investors who pay higher rate tax and have sufficient income and capital gains tax capacity, this relief can cover up to 87.5% of amounts invested. Five different tax reliefs combine to make SEIS a powerful investment within any portfolio: 1: 50% income tax relief 2: Capital gains tax relief (up to 14%) against gains realised in 2013/14 1 3: Inheritance tax relief after 2 years while shares held 4: Tax free gains on disposal of profitable investments 5: Loss relief on non-performing investments To qualify for SEIS relief, key criteria include the requirement for investments to be made into unlisted early-stage businesses and shares to be held for at least 3 years. 1 Where carry back election is made.

3 2 SEIS Benefits The table below demonstrates the potential advantages offered by an investment into an SEIS qualifying company: 1: Underlying investment fails 2: Underlying investment doubles Investment 100, ,000 Upfront tax 50% 50,000 50,000 Upfront CGT 14% (when carried back against 2013/14 gains) 14,000 14,000 Investment return after 3 years Nil Investment fails 200,000 2 x return Loss relief (available for amount invested less income tax relief already claimed) 22,500 - Total return (including reliefs) 86, ,000 % return -13.5% 164% Losses limited to 13.5% mitigated by tax reliefs 2 x return further enhanced by tax reliefs up to 64% The illustration assumes an investor with: (1) an income tax liability of over 50,000 in relation to the tax year 2013/14; (2) a capital gains tax liability of over 28,000 in relation to the tax year 2013/14; (3) carry back election is made; and (4) the investor is able to claim share loss relief against income tax at the top rate of 45%. No warranty as to future outcome is implied or should be inferred. The value of investments can go down as well as up and you could lose part or all of your capital invested.

4 3 How does the Select Media SEIS Service work? The Select Media SEIS Service will invest into shares of early-stage media companies that have the potential to deliver significant capital growth and which qualify for tax relief under the SEIS. Portfolio Approach The maximum that can be invested by the Service into any one company under SEIS rules is 150,000. Therefore, the Service will invest across a portfolio of between 6 and 20 individual companies. A portfolio approach offers: Diversification Tax free gains on disposal of profitable investments Ability to claim loss relief on non-performing investments Balanced strategy The Manager (Daedalus Partners LLP) will select investments utilising the extensive industry knowledge of the Investment Adviser, Great Point Media. The portfolio will be selected to include diversification through different business models and across multiple sectors of the entertainment industry.

5 4 Investors Tax relief HMRC Select Media SEIS Service TV Creative Tech Music Books Film New Media Active Management Investments will be carefully monitored by the Manager, and at least one representative of Great Point Media will be appointed to the board of each investee company. Investors will receive: A pro-rata portfolio of shares in up to 20 companies which qualify under the SEIS SEIS 3 tax certificates which allows an investor to claim 50% income tax relief and capital gains tax relief (where applicable) in their annual tax return or by standalone claim Annual reporting on the performance of all shareholdings in the portfolio, including regular updates on the newly created content (TV shows, films, books, music albums etc)

6 5 Why invest? In SEIS? To access high potential returns from early-stage enterprises and exciting talent To access generous tax reliefs providing capital gains tax exempt disposal and downside protection up to 87.5% of amounts invested In a media SEIS? To access exciting off-market opportunities in a hit-driven sector The development of new intellectual property is relatively low cost, creating an opportunity for smaller businesses to successfully leverage the SEIS framework Now? To take advantage of a growing sector where the explosion of new platforms for consuming media (tablets, phones, online) has stimulated huge demand for new entertainment content to be created To take advantage of generous levels of tax reliefs available in the first years of the SEIS Service Details and Timetable Closing date: 2 April 2014 Minimum investment: 25,000 Service size: Minimum hold period: Target return range: 1-3m 3 years 100% - 300% (inclusive of all tax reliefs available)

7 6 Great Point Media The service is expected to benefit from the significant experience of the Investment Adviser, Great Point Media. The team offers a unique blend of experience in entertainment media and alternative investments. Entertainment Media Experience Over 60 years experience in entertainment media, including running TV production companies, content distribution businesses and television networks Produced, financed and distributed over $2bn of entertainment content Over 300 production credits in film and television EIS and SEIS Experience Previously managed the UK s largest media EIS fund in excess of 300m Managed over 200 companies qualifying under the EIS and SEIS Proven cradle to grave track record in managing EIS businesses delivering EIS certificates and value returned to investors worth over 150m Daedalus Partners Manager of the Select Media SEIS Service providing a further wealth of experience in the structuring, management and administration of SEIS and EIS businesses Daedalus is a market leading SEIS manager and currently manages 5 discretionary SEIS services

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9 8 Being transparent Investment services can be layered and opaque, making it difficult to get under the bonnet of what is really happening. The following information is, therefore, designed to provide investors with a more detailed understanding of the operation and risks of the Service. All potential investors should read the Brochure for the Select Media SEIS Service prior to investing and are recommended to seek independent financial advice. We welcome any further questions and can always be contacted at info@greatpointmedia.com or Risks The Service is investing in high risk, start-up businesses and therefore, an investment may not be suitable for all types of investor. The value of an investment in the Service can go down as well as up and you may not get back the full amount subscribed. Investments made by the Service will likely be highly illiquid and so investors should consider this to be a medium to long-term opportunity. The levels of returns and availability and timing of any tax reliefs will be contingent on a wide range of assumptions including: Amendments to the tax legislation, applicable rates, the interpretation thereof by HM Revenue and Customs and an individual s personal circumstances Changing trends or factors affecting the entertainment and media industry which impact on the ability of a Company to access projects or realise targeted revenues The ability of the Manager and Investment Adviser to identify and secure suitable SEIS qualifying investment opportunities Full details of risk factors are set out in the Risks section of the Brochure.

10 9 SEIS tax benefits 1: 50% income tax relief 2: Capital gains tax relief - at 50% of marginal 2013/14 CGT rate (14%) when carry back election is made 3: Inheritance tax relief after 2 years while shares held 4: Tax free gains on disposal of profitable investments 5: Loss relief on non-performing investments To benefit from the upfront tax reliefs of the SEIS: You must have a corresponding income tax liability in either 2013/14 or 2014/15 (or both) If you elect to carry back and have an income tax liability on 2013/14, you can also claim additional relief against capital gains tax in 2013/14 Applied against 2013/14 tax year Applied against 2014/15 tax year Investment ( 100,000) ( 100,000) Income tax relief 50,000 50,000 Capital gains tax relief* 14,000 n/a Total upfront tax relief 64,000 50,000 Share loss relief** 22,500 22,500 Total potential relief 86,500 72, % 72.5% % NOTE 1: You cannot claim capital gains tax relief alone. NOTE 2: You cannot claim income tax relief against 2014/15 and claim CGT relief against 2013/14 * Assumes the investor has a capital gain realised in 2013/14 tax year at the top rate of CGT in each year and makes a carry back election. ** Assumes the investor is able to claim share loss relief against income tax at the top rate of 45% if shares in a company become of negligable value.

11 10 Blended returns illustration The table below illustrates the potential returns across a blend of different outcomes. Failure companies (100% loss) Below Par companies (50% loss) Par companies (breakeven) Success companies (300% return) TOTAL Investment ( 25,000) ( 25,000) ( 25,000) ( 25,000) 100,000 Upfront income tax 50% 12,500 12,500 12,500 12,500 50,000 1 Upfront CGT relief at 14% (when carried back to 2013/14) 3,500 3,500 3,500 3,500 14,000 2 Investment return after 3 years Nil 12,500 25, , ,500 3 Loss relief 5, ,625 4 TOTAL return 21,625 28,500 41, , ,125 Positive % return -13.5% 14% 64% 364% 107% Service Target Return 100% - 300% 1 50% upfront income tax relief 2 14% upfront capital gains tax relief (when carried back to 2013/14) 3 No tax on gains 4 Relief on losses available for amount invested less income tax relief (@45%) The above returns are set out for illustrative purposes only and are not a reliable indicator of future performance. The illustration assumes an investor with (1) an income tax liability of over 50,000 in relation to the tax year 2013/14; (2) a capital gains tax liability of over 28,000 in relation to the tax year 2013/14; (3) carry back election is made; and (4) the investor is able to claim share loss relief against income tax at the top rate of 45%. No warranty as to future outcome is implied or should be inferred. The value of investments can go down as well as up and you could lose all or part of your capital invested. The Service will be invested in small, high risk ventures and therefore an investor may lose the entirety of their investment.

12 11 Portfolio strategy The Select Media SEIS Service will invest in the creation of intellectual property across up to six sectors of entertainment media. The Manager has identified 3 target investment models (A, B and C) based on risk/return profile. Type A and B models have a more cautious growth strategy, while Type C employs a high growth strategy At least 70% of the Service will be invested across Types A and B, with no more than 30% invested in Type C > 70% < 30% Type A Type B Type C Creation of new IP with targeted end-users or proven business models Creation of new content with identified distribution outlets Development of entirely original concepts and technologies Low Mid High RIsk profile Television Creative Technology Music Book Publishing Feature Film New Media

13 12 Television development Backing proven writers who have proprietary relationships with broadcasters and targeting known scheduling and genre requirements Targeting a premium return for developed scripts and share of all media profits Creative technology Backing proven technology development teams to create new creative software and applications for pre-identified end users with buyer specific products Music Creation of new music by breakthrough acts and household names (e.g. Gladys Knight), benefitting from contractually agreed distribution from established publishers (e.g. Concord Music) Opportunity for SEIS businesses as costs of recording new music greatly reduced by advances in digital technology Children s book publishing Creating an exciting new range of children s books leveraging A-list talent, including Isabella Rossellini, John Voight, Kelsey Grammer and John Lithgow Distribution capability from renowned publishing houses (e.g. Little Brown/Hachette) Feature films Creating new scripts based on original ideas from proven writers and directors Access to top emerging talent through its Film Makers of Tomorrow programme with prestigious film schools New media Creating new content (short films and interactive graphic novels) for new online platforms Potential for uncapped returns through online viral fan base Opportunities with high profile creative talent including James Manos Jr (writer and producer of Dexter and The Shield)

14 13 Investment timetable Q: When can I invest? A: Before 2 April 2014 Q: Against which tax year can I claim relief? A: 2013/14 or 2014/15 or both. NOTE: You cannot claim CGT relief alone and any claim for CGT relief carried back to 2013/14 gains must be made with a corresponding claim for income tax relief in 2013/14. 50% relief against 2013/14 and/or 2014/15 income 14% maximum relief against 2013/14 gains (50% of marginal 2012/13 CGT rate) Any relief against 2014/15 gains to be confirmed in 2014 Budget 5/4/13 5/4/14 Application deadline 2 April 2014 Target deployment period

15 14 Q: When can I claim relief? A: Once you have been issued with your SEIS3 certificates. Relief can be claimed in your annual tax return or via a standalone claim. Q: When will investments be realised? A: Investors must hold each investment for at least 3 years to qualify for SEIS relief. SEIS 3 Tax Certificates Return on investments 3 years later Winter / / /20

16 15 The Investment Advisor Great Point Media is a boutique media business specialising in the development and exploitation of intellectual property in entertainment media. Jim Reeve Jim is an Emmy award winning producer with 25 years experience in the development, production, financing and distribution of television programmes and films, with credits including Foyle s War and Jack Higgins On Dangerous Ground. Jim was head of television at Ingenious Media responsible for deploying and negotiating more than 250 million worth of investment in TV content. Robert Halmi Jnr Robert is an Emmy Award and Golden Globe Award winning film and television producer, with in excess of 250 production credits to his name, including Lonesome Dove, which earned seven Emmy Awards and a Golden Globe for best Mini-series. Robert has been the Chief Executive Officer of four publicly listed entertainment conglomerates, alongside serving as Chairman of Crown Media, Inc. where he founded the US television network, Hallmark Channel, now broadcast to over 80 million homes. Kok-yee Yau Prior to joining GPM, Kok-yee was a key member of the commercial team at Ingenious Media, where she was responsible for sourcing and evaluating suitable EIS opportunities within the television sector, and oversaw the production of over 75 television programmes. Kok-yee qualified as a chartered accountant at Grant Thornton, specialising in the audit of companies in the media and financial services sectors. Fergus Haycock A qualified solicitor, Fergus spent nearly 6 years at Ingenious Media before joining GPM in April At Ingenious he specialised in television production and media project financing, managing a 300m fund and over 100 television productions. From 2012 he was Fund Managing Director of Ingenious Broadcasting, the UK s largest independent TV fund. Dan Perkins Dan qualified as chartered accountant with Deloitte and specialises in the management and capital raising for alternative investment opportunities, including EIS, SEIS and BPR investments. Prior to joining GPM, Dan was an Investment Director at Ingenious Media responsible for investment and distribution strategy.

17 16 Performance fees and charges Financial adviser Commission (where applicable): 3% An intermediary may instead elect to receive initial commission of 2% with an on-going trail commission of 0.5% payable over 3 years. Where reduced or zero commission is payable, investors will receive an additional interest in the Service. Service charges 1 Initial fee (net of commission): 3.5% Annual management fee: 1.5% (plus 995 per company) A Custodian fee of 0.35% will be charged annually by the Manager. Performance fee 50% above 1.50 per Company The Manager, Investment Adviser, Promoter and company directors are all incentivised in the performance of the Service and between them will participate in 50% of profits generated over 1.50 per 1 invested in each company. 1 Service charges are shown here net of intermediary commission. The initial fee as stated in the Brochure is 6.5%, out of which 3% is used to meet intermediary commission.

18 17 How to apply All potential investors should read the Information Memorandum for the Select Media SEIS Service prior to investing and are recommended to seek independent financial advice. For a copy of the Brochure please contact your financial adviser or for more information visit The Brochure contains the Application Form and further details on how to apply. Application deadline: 2 April 2014 Minimum investment: 25,000 Further information available: Independent reviews of the Service Contact details Great Point Media Jim Reeve info@greatpointmedia.com Daedalus Partners Jessica Franks info@daedalus-partners.com RAM Capital taxsolutions@ramcapital.co.uk

19 18 Important information This document relates to the Select Media SEIS Service 3 Spring 2014 (the Service) and is issued by Daedalus Partners LLP (Daedalus), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom. This presentation is subject to the provisions of the brochure (Brochure) for the Service published by Daedalus, dated 6 January 2014 as amended and/or supplemented from time to time. The terms of the Brochure shall prevail in the event of a conflict between the terms of this document and the Brochure. Any decision in connection with an investment in the Service should therefore be made only on the basis of information contained in the Brochure issued in connection with the offer and not on this document. Nothing in this document is intended to constitute or form part of any offer for sale or solicitation of any offer to buy or subscribe for the Service. If you are in any doubt about the content of the Brochure, and/or this document and/or any action you should take, you are strongly recommended to seek advice immediately from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (FMSA) who specialises in advising on opportunities of this nature. Potential investors should seek their own professional advice on the taxation consequences of investing in the Service. Nothing in this document or Brochure constitutes investment, tax, legal or other advice by Daedalus. Any references to tax laws or levels in this communication are subject to change. An investment in the Service will not be suitable for all recipients of this document or the Brochure and your attention is drawn to the section headed Risk Factors in the Brochure. All statements of opinion or belief contained in this document or Brochure and all views expressed, statements made and all projections and forecasts regarding future events or the anticipated future performance of the Service represent Daedalus own assessment and interpretation of information available to them as at the date of the Brochure. No representation is made, or assurance given, that such views, statements, projections, forecasts or anticipated future performance are correct, attainable or complete or that the objectives of the Service will be achieved. The views, statements, projections, forecasts and anticipated future performance are based upon various assumptions and estimates which involve significant judgment and analysis and which are subject to uncertainties and contingencies; actual results could differ materially from those set forth in such projections, views, statements, forecasts and anticipated future performance. Prospective investors must determine for themselves what reliance, if any, they should place on such statements, views or forecasts and no responsibility is accepted by Daedalus in respect thereof. Past performance is not a guide to future performance and may not be repeated. The value of an investment in the Service can go down as well as up and you may not get back the full amount invested. You should consider an investment in the Service as a medium to long term investment. Contracts held by Companies are likely to be illiquid. This document may not be copied or reproduced, either in whole or in part, without the prior written consent of Daedalus. The terms of the Brochure shall prevail in the event of conflict between the terms of this document and the Brochure. Issued by Daedalus, Shelton Street, London, WC2H 9JQ. Daedalus is authorised and regulated by the Financial Conduct Authority in the United Kingdom.

20 IMPORTANT NOTICE This document is for information only and does not form part of any offer to purchase securities and no reliance should be placed on it. Any subscription to the Select Media SEIS Service 3 should be made solely on the basis of the Brochure and potential investors are recommended to seek independent financial advice.