The Goodbody 2015 EIIS Fund

Transcription

1 The Goodbody 2015 EIIS Fund In association with Hughes Blake Prospectus 2 November 2015 EIIS Management Limited is regulated by the Central Bank of Ireland.

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3 EIIS Fund at a Glance The Opportunity The Goodbody 2015 EIIS Fund has been established to offer Investors the opportunity to invest in a portfolio of Investee Companies under the Employment and Investment Incentive Scheme ( EIIS ). By investing in the Fund the Investors should be able to avail of tax relief of up to 40% of their investment amount and the potential for an additional return. The benefits of investing in the EII Scheme include: - One of the few remaining income tax reliefs. - An EIIS investment can be offset against all income including rental income (A pension contribution cannot). - The relief works very well with taxable lump sum receipts. Timing - given the ongoing lack of credit for growing SMEs, we believe this is a good commercial opportunity for investors to provide funding to good quality Irish SMEs. The Fund The Manager has brought together a number of experienced professionals who have a considerable amount of knowledge in the area of fundraising, investing and the EII Scheme. The Fund has been established under the provisions of Part 16 of the Taxes Consolidation Act 1997, as amended and in accordance with section 506 of the said act. The Fund will be managed by EIIS Management Limited, a joint venture between Goodbody and Hughes Blake. Benefits of Investing in the Goodbody 2015 EIIS Fund The Fund will invest across a portfolio of investments thereby reducing the risk profile of the investment. Focus on indigenous Irish companies with future growth potential. Strong fund management team with years of experience. A Trustee will hold all monies and shareholdings (in trust) for the benefit of the Investors. Illustrative Financial Return for an Investor (See Section 11 for further information) Dec Amount invested 50,000 Net realisation including uplift of 10% * 53,900 Tax relief at 30% (15,000) Additional tax relief of 10% 5,000 Commission 1,500 Gross Return 58,900 Net Investment 36,500 A Capital Gains Tax (373) Net Return B 58,527 CGT Calculation Return on Investment (B-A) 22,027 Net realisation 53,900 Annual Rate of Return 12.5% Investment cost 51,500 Capital Gain 2,400 CGT exemption (1,270) Chargeable Gain 1,130 33% 373 * net of 2% exit costs Warning: These figures are estimates only. They are not a reliable guide to the future performance of this investment. Goodbody 2015 EIIS Fund in association with Hughes Blake

4 This document is important. If you are in any doubt about its contents you should consult your stockbroker, solicitor, bank manager, accountant or other professional adviser authorised or exempted under S.I. No. 60 of 2007 European Communities (Markets in Financial Instruments) Regulations 2007 or the Investment Intermediaries Act The attention of Investors is also drawn to the Section headed Risk Factors in Section 9. It is very important that you read this section prior to making your investment decision. An investment in the Fund should only be considered by investors who are able to bear the economic risks of their investment for a medium to long term period of time and who can afford to sustain a total loss of their investment. Applications to participate in the Goodbody 2015 EIIS Fund (the Fund ) must, pursuant to Section 4 of the Designated Investment Funds Act 1985, be made on the terms of this Prospectus and on the Application Form contained herein. EIIS Management Limited or the Manager will act as the investment manager to the Fund. The Manager is a joint venture between Goodbody Stockbrokers and Hughes Blake. Applications must reach Goodbody Stockbrokers, trading as Goodbody ( Goodbody ), no later than 31 December 2015, (the Closing Date ). Applications shall be accepted in order of receipt up to a permitted maximum Fund balance of 20 million. However the Manager reserves the right without prior notice to close the application list at any time before 31 December In the event of over-subscription, applications may be accepted where the Minister for Jobs, Enterprise and Innovation (the Minister ) approves an increase in the size of the Fund. If such approval is not obtained or if the Manager in its sole discretion decides, all Subscription Monies, (as defined in the Trust Deed), received after the sum of 20 million has been raised shall be returned in full. The procedure for and conditions of application are described in Section 18 of this Memorandum. This Memorandum constitutes a prospectus within the meaning of Section 1 of the Designated Investment Funds Act The provisions of Part 16 of the Taxes Consolidation Act 1997, (as amended) ( TCA ) shall apply to this Fund. The Minister, in giving the approval for this Memorandum, has required that the following matters be brought prominently to the attention of Investors: 1. The proper management of the Fund is the sole responsibility of the Manager and no liability whatsoever shall attach to the Minister. 2. No right to relief from income tax shall arise by reason only of the Minister having approved this document. The Fund has been designated an investment fund by the Revenue Commissioners for the purposes of Part 16 of the TCA. The Revenue Commissioners have asked that it be pointed out that their designation is relevant only for the limited purposes of Section 506 of the TCA (which deals with the approval of investment funds under the scheme of Relief for Investment in Corporate Trades), and that such designation in no way bears on the commercial viability of the investments to be made and neither does such designation guarantee the availability, amount or timing of relief from income tax. The information contained within is based on our understanding of current tax legislation and the current Revenue Commissioners interpretation thereof and is subject to change without prior notice. This is intended as a general guide only and is not a substitute for individual tax advice. Potential Investors should seek competent professional tax advice specific to their circumstances prior to investing. Investors are responsible for establishing their entitlement to participate in this investment and for making their own tax relief claims. Set out in Section 9 of this Prospectus are the principal areas of risk which should be considered by prospective Investors in connection with the placing. Prospective Investors must rely upon their own examination of the placing and consider all risks involved before subscribing in the Fund. Prospective investors are advised to consult an independent professional adviser before making any investment decision. If the companies in which the Fund invests neither qualify for nor comply with the conditions of the EII Scheme, there is a risk that you may not obtain or could lose part or all of the tax relief available to Investors in the Fund. You may not qualify for full tax relief on your investment if you have insufficient taxable income. The Fund may invest in one or more companies which do not succeed and part or all or the Fund s investment in such companies could be lost. 4 of 28 Goodbody 2015 EIIS Fund in association with Hughes Blake

5 Prospective investors should be able to bear the financial risk of an investment in the Fund and should be able to withstand a total loss of their investment. The value of investments may fall as well as rise. An investor may not get back the amount originally invested. Past performance should not be taken as an indication or guarantee of future performance; neither should simulated performance. Warning: If you invest in this product you may lose some or all of the money you invest. Warning: If you invest in this product you will not have any access to your money for at least four years. EIIS Management Limited and Goodbody Stockbrokers, trading as Goodbody, are regulated by the Central Bank of Ireland, PO Box 559, Dame Street, Dublin 2. Goodbody Stockbrokers is a member of the Irish Stock Exchange and the London Stock Exchange. Goodbody Stockbrokers is a member of the FEXCO group of companies. Hughes Blake is authorised by the Institute of Chartered Accountants to carry on Investment Business in Ireland. Goodbody 2015 EIIS Fund in association with Hughes Blake 5 of 28

6 Contents 1. Executive Summary 2. Definitions 3. Manager, Directors and Advisors 4. The Manager 5. Investment Strategy 6. The Manager s Remuneration 7. Conflicts of Interest, Connected Companies and Investment by the Promoters and the Trustee 8. Reporting to Investors 9. Risk Factors 10. Exit Mechanism 11. Investment Time Frame and Illustrative Return 12. Trustee 13. Auditors 14. Disclosure and Use of Information Notice 15. Complaints Procedure 16. Investor Compensation Act 17. Summary of EIIS Legislation 18. Procedure for Application 19. Disclaimer 6 of 28 Goodbody 2015 EIIS Fund in association with Hughes Blake

7 1. Executive Summary The Goodbody 2015 EIIS Fund has been established to offer Investors the opportunity to invest in a portfolio of Investee Companies under the Employment and Investment Incentive Scheme ( EIIS ). EIIS replaced the Business Expansion Scheme ( BES ) in The availability of funding for Small and Medium Enterprises ( SMEs ) has greatly diminished since the banking crisis and as the recovery continues there is an ongoing lack of credit for growing SMEs. The Directors of the Manager believe that there now exists a good commercial opportunity to provide EIIS funding to good quality Irish SMEs. Benefits of Investing in the Goodbody 2015 EIIS Fund The Fund will invest across a portfolio of investments thereby reducing the risk profile of the investment. Focus on indigenous Irish companies with future growth potential. Strong fund management team with years of experience. A Trustee will hold all monies and shareholdings (in trust) for the benefit of the Investors. The Manager is regulated by the Central Bank of Ireland. Each investment will be completed using a suite of legal documents to protect the rights of the Fund and its investors. Following recent changes to the EIIS legislation, which have broadened the availability of the scheme, the Manager now believes that good opportunities are available to both Investors and Investee Companies. By investing in the Fund the Investors should be able to avail of tax relief of up to 40% of their investment amount and the potential for an additional return. Benefits of investing in the EII Scheme include: One of the few remaining income tax reliefs. An EIIS investment can be offset against all income including rental income (a pension contribution cannot). The relief works very well with taxable lump sum receipts. With that in mind the Manager has brought together a number of experienced professionals who have a considerable amount of knowledge in the area of fundraising, investing and the EII Scheme. These individuals, including Eamonn Glancy and Stephen McGivern, have been responsible for investing millions of Euro in companies throughout Ireland. The Fund has been established under the provisions of Part 16 of the Taxes Consolidation Act 1997, as amended and in accordance with section 506 of the said act. The Fund will be managed by EIIS Management Limited, a joint venture between Goodbody and Hughes Blake. Illustrative Financial Return for an Investor (see section 11 for further details) Dec Amount invested 50,000 Net realisation including uplift of 10% 53,900 Tax relief at 30% (15,000) Additional tax relief of 10% 5,000 Commission 1,500 Gross Return 58,900 Net Investment 36,500 A Capital Gains Tax (373) Net Return B 58,527 Annual Rate of Return 12.5% Return on Investment (B-A) 22,027 Goodbody 2015 EIIS Fund in association with Hughes Blake 7 of 28

8 2. Definitions Employment and Investment Incentive Scheme, EII Scheme or EIIS - The Scheme of Relief for Investment in Corporate Trades as provided for in Part 16 of the Taxes Consolidation Act 1997, as amended. Closing Date - 31 December 2015 or such other date as the Manager in its absolute discretion, pursuant to the terms of this Memorandum may determine. Eligible Shares - EII Scheme shares which the Fund may acquire in a Qualifying Company as defined in Part 16 of the Taxes Consolidation Act 1997, as amended. Fund - The Goodbody 2015 EIIS Fund. Funds Act - The Designated Investment Funds Act Investee Company - An unquoted company which is a qualifying company as defined in Part 16 of the Taxes Consolidation Act 1997, as Amended and Schedule 10 thereto, in which the Fund acquires EII Scheme shares and Investee Companies shall be construed accordingly. Investor, EII Scheme Investor or EIIS Investor - An individual who subscribes EIIS to the Fund and Investors, EII Scheme Investors or EIIS Investors shall be construed accordingly. Manager - EIIS Management Limited, a joint venture company owned by Goodbody and Hughes Blake, with a registered office at Joyce House, 22/23 Holles Street, Dublin 2. Participant - Means a person who is a participant within the meaning of Section 506(8) of the TCA. Qualifying Company - An unquoted company which is a qualifying company as defined in Part 16 of the Taxes Consolidation Act 1997, as amended and Schedule 10 thereto, and Qualifying Companies shall be construed accordingly. Qualifying Individual - An individual who subscribes EIIS to the Fund, and Qualifying Individuals shall be construed accordingly. Relevant Trading Activity - A trade which is being carried on by a Qualifying Company as defined in Part 16 of the Taxes Consolidation Act 1997, as amended and Schedule 10 thereto, and Relevant Trading Activities shall be construed accordingly. Trustee - First Names Trust Company (Ireland) Limited Suite 6, Rineanna House, Shannon Free Zone, Co. Clare. Trust Deed - Deed between EIIS Management Limited and First Names Trust Company (Ireland) Limited dated 9 July 2015 which governs the terms under which the Fund is established and managed. 3. Manager, Directors and Advisers The Manager EIIS Management Limited Joyce House 22/23 Holles Street Dublin 2 Directors of the Manager Anthuan Xavier (Chairman) Eamonn Glancy Cormac O Rourke David Kearney Stephen McGivern Neil Hughes Trustee of the Fund First Names Trust Company (Ireland) Limited Suite 6, Rineanna House Shannon Free Zone Co. Clare Solicitors to the Fund Eugene F. Collins Temple Chambers 3 Burlington Road Dublin 4 Auditors to the Fund Ernst & Young Harcourt Centre Harcourt Street Dublin 2 Bankers to the Fund Ulster Bank O Connell Square Ennis Co. Clare Allied Irish Bank Westmoreland Street Dublin 2 Corporate Finance Advisers Hughes Blake Chartered Accountants Joyce House 22/23 Holles Street Dublin 2 Stockbrokers to the Fund Goodbody Ballsbridge Park Ballsbridge Dublin 4 TCA - The Taxes Consolidation Act 1997 as amended. 8 of 28 Goodbody 2015 EIIS Fund in association with Hughes Blake

9 4. The Manager The Manager of the Fund will be EIIS Management Limited, a joint venture company owned by Goodbody and Hughes Blake. Goodbody Goodbody, which is part of the FEXCO Group, is Ireland s longest established stockbroking firm with roots dating back to FEXCO is a multinational finance and business solutions provider, with operations in 28 countries worldwide. Founded and headquartered in Ireland in 1981, FEXCO employs more than 2,000 people across Europe, the Middle East, Asia, North America, Latin America and Australasia. Wealth Management With over 9 billion in assets under management today, Goodbody Wealth Management has been delivering services that have helped to grow, protect and manage wealth for our clients for over 140 years. From investment management to estate planning, our services cater to all levels of risk appetite. We start with getting an in-depth understanding of every client s specific needs and objectives. Then we tailor a wealth management approach that considers all of their goals. Corporate Finance Goodbody Corporate Finance is one of Ireland s leading corporate finance advisers. We work with Ireland s leading companies and entrepreneurs to access international and domestic capital and execute strategic transactions. Our clients include major public companies, semi-state and Government entities, as well as some of Ireland s leading private growth companies. We also advise financial and strategic investors from all over the world. We provide dedicated, senior level attention to help our clients achieve their objectives. Our team brings a wealth of international and domestic advisory and execution experience, as well as specialist sectoral expertise to provide independent and relevant advice to our clients. We have a dedicated senior team of 18 people with a wealth of international and domestic transaction experience and specialist expertise. management and trading services, resulting in the execution of client orders efficiently and competitively. In fixed-income we have built a team of three salespeople with experience in sovereign debt, bank bonds and structured credit. Hughes Blake Hughes Blake is a multi-disciplinary firm with a singular focus on entrepreneurial, owner-managed and family owned businesses. With a high level of knowledge and technical expertise and by working directly with indigenous businesses, we have developed a unique insight into what makes businesses successful. The firm provides a broad range of services including audit, tax, corporate recovery, company secretarial and strategic corporate advice. Hughes Blake is the Irish representative of Integra International, a global association of independent accountancy firms. The firm was founded on Grafton Street in 1922 and has been advising businesses since the foundation of the State. Today, with offices in Dublin, Enniscorthy and Cork, we are one of Ireland s fastest growing accounting, audit, tax and advisory firms. Hughes Blake s expert Corporate Finance team offers a wide range of corporate finance services. Working predominantly for entrepreneurs who seek to grow their business, we offer strong commercial advice based on significant experience and the capability to help our clients deliver success. Hughes Blake is registered to carry on audit work in Ireland by Chartered Accountants Ireland and in the UK by the Institute of Chartered Accountants England & Wales. Capital Markets Building on the reputation of our quality research on Irish equities and given the industry leadership positions of some Irish companies in certain sectors, Goodbody has in recent years extended its high quality research coverage into five key sectors and now covers over 60 Irish and international companies. Drawing on this core competence of fundamental research and sector expertise, the Goodbody institutional equity team offers research-driven investment ideas and a full execution service to over 300 institutional clients based across the UK, Europe and North America via a distribution network that rivals our international peers. Serving both long only and hedge fund clients, we believe in delivering value-added, innovative, timely and reliable advice to our clients which has helped forge strong relationships and partnerships with a broad range of international institutional investors. Our service is supported by strong order Goodbody 2015 EIIS Fund in association with Hughes Blake 9 of 28

10 The Directors of the Manager are: Stephen McGivern Stephen McGivern is a Fellow of the Institute of Chartered Accountants with 28 years experience advising companies and is responsible for the Corporate Finance Department within Hughes Blake. Stephen has considerable experience with EIIS/BES investments. Along with Anthuan Xavier he was responsible for establishing a BES manager in 1995 where he went on to invest 120m in over 100 Irish companies. Stephen has developed a depth of experience in sourcing investee companies, negotiating investment agreements, managing investments throughout the lifecycle and working with investee companies to exit these investments. Stephen has also assisted companies with mergers and acquisition ( M&A ), strategic planning and selling businesses. He has acted as non-executive director for several companies including funds management, fund administration, wealth management and manufacturing. Eamonn Glancy Eamonn Glancy has over 20 years experience in wealth management and is head of Wealth Management with Goodbody. He previously worked with AIB Capital Markets where he was responsible for Group Treasury and Finance. He has worked on a number of IPO s including major roles in Eircom, Aer Lingus and Hibernia. Goodbody Wealth Management manages over 9bn of FUM with 130 people. Anthuan Xavier (Chairman) Anthuan Xavier, one of Ireland s most experienced and successful practice accountants and accomplished business leaders, is Chairperson of Hughes Blake and former Managing Partner and co-founder of BDO Simpson Xavier. A Fellow of the Institute of Accountants, Anthuan has over 30 years experience with a specific focus on corporate finance and corporate restructuring. He has a considerable reputation within the Irish business community, built through a highly impressive track record of being a Director of companies in fund management, fund administration and insurance brokerages. Anthuan is Chairman of a number of highly successful businesses in manufacturing, retail, property, construction, asset management and IT services. Cormac O Rourke Cormac joined Goodbody in 2003 having previously worked as European Head of Project Finance at KBC Bank NV and Investment Director of ESB International. He has worked in Investment Banking for over 25 years, covering energy, infrastructure, healthcare, aircraft finance and general banking. He holds degrees in Mechanical Engineering (BE) and Industrial Engineering (MIE). Cormac has completed M&As and advisory work for: Energy clients including Centrica, ESB, Bord Gais, SWS, Viridian, and National Oil Reserves Agency Semi-state and infrastructure clients including Coillte, Port of Cork, Drogheda Port, Sisk, and the Department of Transport Healthcare clients including St. Vincent s Healthcare Group, Santry Sports Clinic, Beacon Medical Group and Mount Carmel Group He was appointed Chairman of the National Roads Authority and the Railway Procurement Agency by the Minister for Transport in January 2013, having been appointed to the Board of Directors of each entity in September David Kearney David Kearney is Head of Origination in Goodbody with 14 years of experience in corporate finance and institutional equity sales. He has significant corporate transaction experience across a range of industry sectors, including IPOs and secondary fundraisings, mergers, acquisitions and disposals. He has advised on the IPO s of Aer Lingus, Norkom and PAC. His M&A experience includes the merger of Allfirst and M&T Bank Corp, the acquisition of Budgens plc by Musgraves, the acquisition of Iona Technologies plc by Progress Software Inc., the defence of Aer Lingus plc against the first two takeover attempts by Ryanair and the MBO offers for Irish Continental Group. He has also advised a number of privately owned companies on capital raising and M&As. David has a first class honours B. Comm. (International) from National University of Ireland, Galway. Neil Hughes Neil Hughes is the Managing Director of Hughes Blake Chartered Accountants. Neil has many years experience in advising businesses regarding financial matters, but specialises primarily in restructuring and corporate recovery. In particular he has extensive experience of examinership matters and is the leading authority on the examinership process in Ireland. He is the author of The Seven Cs of Business Recovery and Examinership in Practice and he has lectured widely on the subject of corporate recovery. He contributes regularly to the print and broadcast media on business matters. He is Honorary Secretary of the national charity Mental Health Ireland. 10 of 28 Goodbody 2015 EIIS Fund in association with Hughes Blake

11 5. Investment Strategy The objective of the Fund will be to provide Investors with investment opportunities in suitable unquoted companies which qualify under the EII Scheme and to participate in the expected growth in the value of the shares from the date of investment to the date of realisation. The Directors have considered the Irish funding market in the context of recent economic and commercial events in Ireland. In light of recent Government changes to the EII Scheme legislation the Manager now believes that good commercial opportunities are available to both Investors and Investee Companies. By investing in the Fund the Investors should be able to avail of tax relief and have the potential for an additional return. The availability of funding for SMEs has greatly diminished since the banking crisis and as the recovery continues there is an ongoing lack of credit for growing SMEs. Good quality Irish SMEs are seeking funding on reasonable terms. The Directors of the Manager believe that this opportunity could be met with EII Scheme funding. With that in mind the Manager has brought together a number of experienced professionals who have a considerable amount of knowledge in the area of fundraising, investing and the EII Scheme. The Manager will apply an active management policy to identify and invest in a portfolio of Investee Companies which have some of the following characteristics: Credible management team and promoters; Potential for growth; Branded products or services; Operating in profitable industries; Good cash flow characteristics; Low gearing levels; Good track record; and Realistic possibility of providing an exit for Investors. The Manager will invest no more than 40% of the Fund in any one Investee Company and will endeavour to invest across a range of industries and sectors. Benefits of investing in the Fund The following are the benefits of investing in the Fund An experienced EII Scheme investment team with substantial business and commercial experience with Irish SMEs and a thorough knowledge of the EII scheme; One of the few remaining income tax reliefs of up to 40% on your investment which can be claimed against your total income including rental income; Exposure to a portfolio of Investee Companies which gives potential investors the opportunity to spread their investment risk; and A potential attractive after tax return which could be achieved after 4 years from the date of investment in the Investee Companies. Operation of the Fund The Fund will be operated on the following basis: The funds will be held in a separate pooled account controlled by the Trustee pending investment. All investments will be approved by the Board of the Manager prior to investment. Investments made in Investee Companies must be by way of ordinary shares and all investments will be approved by the Revenue Commissioners under the EII Scheme. The return on the shares may be capped. The shares held in Investee Companies will be held by the Trustee as a nominee for the Investors. The Investors will at all times be the beneficial owner of the shares. The investments must be held for a minimum period of four years from the date the fund subscribes in each of the Investee Companies. The Manager will not knowingly invest in a company connected with a subscriber to the Fund. The Manager will be responsible for monitoring the investments until an exit is arranged. This may include attending Board meetings and receiving regular financial and business updates from the Investee Companies. Where possible the Manager will enter into a pre-agreed exit strategy with the Investee Company. As soon as possible after the realisation of investments, the Manager will arrange the return of the subscriber monies. Tax Relief The first tranche of tax relief (up to 30%) can only be claimed once the Manager has made an investment in a Qualifying Company and the relevant certificate has been received from the Revenue Commissioners. The Manager will endeavour to invest in Qualifying Companies as soon as possible after the 31 December 2015 however it may take up to 12 months for the Fund to be fully invested and the tax certificates will be issued to investors as soon as possible thereafter. The second tranche of tax relief, currently 10% for marginal rate tax payers, will only be received after four years if an Investee Company s qualifying employment numbers and aggregate wages have increased. A Company may also increase its expenditure on research and development. On completion of the relevant period and on meeting the conditions outlined above, Revenue will issue a further certificate confirming the Investors entitlement to claim the second tranche of tax relief. It is the responsibility of each Investor to ensure his or her tax affairs are up to date. The Manager recommends that you obtain independent professional tax advice. The Revenue Commissioners will require all tax certificates to be filed with an individual tax return in order to claim tax relief. Goodbody 2015 EIIS Fund in association with Hughes Blake 11 of 28

12 Transferability and early realisation of Investment In order to comply with tax requirements and the Funds Act the Investor must hold the shares in Investee Companies for at least four years. Transferring the shares within four years will lead to the loss of tax relief. Without obligation or responsibility for the loss of tax relief, the Manager may if requested by an Investor, accommodate the transfer or sale of the Investor s shares held by the Trustee in Investee Companies provided a person can be found who is willing to, purchase or acquire them. Any such disposal within four years would lead to the loss or withdrawal of tax relief. The Funds Act allows for the realisation or transfer of investments into Investors names only after four years from the date on which the shares in Investee Companies were issued. In compliance with Section 6 of the Funds Act the Manager will enter into an agreement with each Investee Company whereby the Manager may request the directors of an Investee Company to transfer shares held by the Fund in an Investee Company into the names of participants. In the event of the death of an investor the Investment Manager will, on request and subject to legal requirements arrange for the Deceased s interest to be transferred into the name of the Deceased s estate or representatives and the investment will continue to maturity. 6. Manager s Remuneration The Manager may receive from both the Investors and the Investee Companies fees, commissions or interest as outlined below. Investors A commission of 3% will be payable by each Investor on the amount of the subscription. The commission is payable directly to Goodbody or Hughes Blake. The Manager and the Trustee shall be entitled to recover all reasonable costs associated with the realisation of investments, up to a maximum of 2% of the total amount realised. Interest earned on Subscription Monies and on monies realised on the sale of investments shall be retained by the Manager and/ or its shareholders. The fees outlined above are intended to cover the costs associated with the Fund and to cover the costs of managing the Fund. These costs include trustee and audit fees. Investors shall not be liable for any additional fees as regards the establishment, operation or management of the Fund. Investee Companies The Manager may also receive for its own account remuneration from the Investee Companies. The Manager may charge Investee Companies an arrangement or similar fee of up to 5% and legal and professional fees of up to 2% of the original amount invested at the time of investment. In addition, the Manager may in its absolute discretion, charge Investee Companies an annual management fee of up to 2% of the original amount invested in each Investee Company. The Manager may also receive fees for directors appointed to the Investee Companies. The fees outlined above are intended to cover the costs associated with the Fund and to cover the management and administration costs of managing the Fund. These costs include trustee and audit fees. While the above fees are the principle fees known to the Manager other commissions or fees may apply to Investee Companies. Manager s Options The Manager or its promoters or associates may seek an option to subscribe on its own account for an equity share in Investee Companies. This option may at the Manager s absolute discretion be exercised at any time. 12 of 28 Goodbody 2015 EIIS Fund in association with Hughes Blake

13 7. Conflict of Interests, Connected Companies and Investment by the Promoters and Trustee Conflicts of Interest The Manager acknowledges the legal and regulatory responsibility to effectively manage actual or potential conflicts of interest which entail a risk of damage to the interests of one or more of its clients. The Manager has implemented a Conflicts of Interest Policy to ensure that the client will not be disadvantaged. It should be noted that Eamonn Glancy is a director of both the Manager and Goodbody while Cormac O Rourke and David Kearney are directors of the Manager and senior employees of Goodbody. It should also be noted that Stephen McGivern and Neil Hughes are partners or directors of Hughes Blake while Anthuan Xavier acts as chairman of Hughes Blake. 8. Reporting to Investors On an annual basis the Manager will contact and provide the Investors with a copy of the Funds audited financial statements. The Fund s first financial year end will be 31 December These audited financial statements will be posted on the Manager s web site or forwarded to Investors if requested. Arrangements will be made to allow Investors access to the web site. The Manager will also provide the Investors with a report concerning the Fund s investments on a bi-annual basis. The first report will be made available for the period ending 30 June The Manager will notify Investors as soon as possible after investments are completed, the names of Investee Companies and the nature and number of Eligible Shares held by the Fund. Connected Companies Under sections 492 and 506(8) (vii) of the TCA the Manager, the Trustee, Goodbody or Hughes Blake may not invest in Investee Companies connected with them. However, the Manager may invest in companies that are clients of these entities. Goodbody 2015 EIIS Fund in association with Hughes Blake 13 of 28

14 9. Risk Factors If you are in any doubt about the contents of this Prospectus you should seek your own personal financial advice immediately from your stockbroker, bank manager, accountant, solicitor, or other independent adviser authorised or exempted under S.I. 60 of 2007 of the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) or the Investment Intermediaries Act, 1995 who specialises in advising on the acquisition of shares and other securities. An investment in the Fund should only be considered by Investors who are able to bear the economic risks of their investment for a medium to long term period of time and who can afford to sustain a total loss of their investment. Prospective Investors should give careful consideration to the risks and uncertainties of investing in an investment fund such as the Fund and note that this Prospectus contains several forward looking statements, including statements of expectation as to matters which will occur in the future. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or consequences of investing in the Fund to be materially different from any future results, performance or consequences expressed or implied by such forward looking statements. Factors which could cause actual results, performance or consequences that differ materially from those forward looking statements in this Prospectus include, among others, down turns in the economy or the global economy as a whole. Investment in the Irish SME sector is speculative and involves a high degree of financial, commercial and other risk. The future value of the Fund is dependent, in particular, on the performance of SMEs in which the Fund has invested and the level of returns commanded by them during the expected term of the investment. The Prospectus assumes that all Investors are Irish resident and domiciled for tax purposes. Current legislation and tax rates and the current Revenue Commissioners interpretation thereof could change without prior notice, with a consequent impact on Investors investments. Prospective Investors are advised to consult their own tax advisers before participating in this placing. While the risk factors listed below do not purport to be an exhaustive list or a complete explanation of all the risks involved in the placing, the Directors consider that, as of the date of this Prospectus, the principal areas of risk for Investors include the following: Taxation This document has been prepared on the basis of current tax legislation and the current Revenue Commissioners interpretation thereof. Tax laws could come into force which could be unfavourable to the Company and/or the Investors. It is possible that any future changes to tax legislation may attempt to have retrospective implications and thus the amount, timing and availability of tax relief to investors may be subject to change. Investors are advised to obtain independent tax advice in advance of making a subscription to the Fund. No guarantee can be given that tax relief will be obtained on the investment and once given that it will not be withdrawn by the Revenue Commissioners. No assurances can be given that the additional tax relief of 10% will be obtained as the Directors cannot be certain that the underlying Investee Companies will increase their employment numbers in line with the requirements of the EII Scheme. While the Directors will endeavour to obtain the tax relief and EII Scheme forms as soon as possible after the investment they cannot guarantee the timing of such relief. Investors must have income in Ireland exceeding the amount of the Investment in order to claim the tax relief. Financial and Business It is proposed to invest in Irish SMEs and it is possible that estimated targets may not be achieved, leading to lower profits and in turn lower returns for investors. Unforeseen circumstances may result in delays in the underlying Investee Companies activities or in it incurring additional costs and therefore lead to a delay in realising the investment; A delay in the execution of some or all of the put and call agreements (as set out in Section 10) that will be in place between the Fund and the underlying Investee Companies may be caused by adverse market conditions and whilst every effort will be made to exit all investments in accordance with the pre-defined time parameters and tax life of the Fund there is no guaranteed exit mechanism in place. An investment in this Fund is subject to the credit risk of the underlying Investee Companies and is subject to the Investee Companies fulfilling their obligations under the terms of the investments. In the event that an Investee Company/ Companies is/are unable to fulfil any obligation under the terms of the investments or fail to make any applicable payments in full, investor returns may be affected. The value of your investment may go down, be difficult to realise and you may not recover the total amount originally invested. Past performance should not be taken as an indication or guarantee of future performance; neither should simulated performance. 14 of 28 Goodbody 2015 EIIS Fund in association with Hughes Blake

15 Liquidity Investee Companies are not quoted on any stock exchange therefore there could be limitations on the marketability of shares, stocks or debentures in these companies. There is no early exit mechanism. As the investment is not readily realisable it may be difficult to sell or exit the Fund. It may be difficult to obtain reliable information about the value of your investment during the term, or the extent of the risks to which the Investment is exposed. The proposed investment in unquoted private SME companies is intended to be for a minimum of four years and it will not be possible to realise or transfer the Investors Shares for at least that period. Your attention is drawn to the fact that the Directors expect the life of the investment to be at least 4 years. Moreover, transfers of investments in the Fund may only take place with the consent of the Manager. As a result Shareholders in the Fund should consider their investment a medium term commitment and should not expect to realise the net asset value of their investment in the Fund until at least the end of the fourth year of the investment. An Investor s interest in the Fund will not be freely transferable. Investors should not consider participating in the Fund unless they are prepared not to see a return on their investment for the entire projected term of the investment of at least 4 years. Currency An investment in the Fund is subject to the currency risk of the underlying Investee Companies. Changes in exchange rates may have an adverse effect on the Investee Companies performance. Investors should be aware that the value of the Euro may fluctuate against other currencies, impacting any transactions that the underlying Investees Companies may engage in with non-irish based suppliers, providers and customers/clients. Geo-political/Other Adverse changes in local, domestic or international economic conditions could affect the value of the investment. The value of any investment in commercial sectors is subject to trading conditions. The Fund will have exposure to the Irish SME sector only. Any downturn in these types of entities or the economy of the region of Ireland could adversely affect the Fund s returns. Uncertainties arising from geo-political and environmental issues in the international environment may have an adverse impact on the value of the investment. 10. Exit Mechanism First Names Trust Company (Ireland) Limited (the Trustee ) will endeavour to enter into Put and Call Agreements with the Investee Companies, its promoters or shareholders, which will provide, subject to compliance with the provisions of the Companies Act, 2014, for the purchase of the Investor Shares from the Trustee by the Investee Companies after a period of four years and one day from the date of the issue of the Investor Shares. If the purchase of the Investor Shares is not possible at such time, the purchase will be effected as soon as it is possible and lawful to do so. The realisation of investments may also occur due to trade sales, mergers, acquisition or takeover, repurchase of the shares by Investee Companies, the sale of Fund shares or any other method the Manager thinks appropriate. If it is not reasonably possible to arrange for the realisation of any investments after the expiry of the four year investment term or if, in the reasonable opinion of the Manager, the Participants should retain their shareholdings in some or all of the Investee Companies, the Manager may, utilising the mechanism contained in Section 6 of the Designated Investments Funds Act, 1985, arrange for the relevant shares to be transferred into the names of individual Participants, who will be responsible for the payment of any stamp duty and other reasonable costs associated therewith. It may become necessary for the Manager to dispose of shares in some of the Investee Companies before the expiry of the 4 year minimum holding period defined in Part 16 of Taxes Consolidation Act 1997 as amended. If the Manager exercises this right, this may result in the tax relief available to or obtained by a Participant being wholly or partially withdrawn. In coming to this decision, the Manager will consider what is in the overall best interests of the majority of Participants but shall act as the Manager sees fit. Should dividends be declared by the Investee Companies on the class of shares held by the Fund, then upon receipt of those dividends the Manager shall distribute all such dividends in May and November of each year (or at such other time as the Manager may direct) during the continuance of the Fund to the Participants beneficially entitled thereto in accordance with their respective allocations. General Risk The single or combined occurrence of any of the above may result in the Fund returns being minimised or in the Fund being unable to pay down the principal investments to investors, and could result in investors losing all of their principal investment. Goodbody 2015 EIIS Fund in association with Hughes Blake 15 of 28

16 11. Investment Time Frame and Illustrative Return No investment shall be made before the Closing Date for subscription of units in the Fund. The Manager intends to invest the Subscription Monies in Qualifying Companies under the EII Scheme as soon as possible after the closing, which could take up to 12 months. Any subscription monies which have not been invested before 31 December 2016 shall be returned to the Investors within 30 days of that date in the same proportion that the un-invested funds bear to the total subscription monies provided by each Investor. In such an event, the Manager shall pay interest on the un-invested funds returned to Investors. An illustrative financial return, based on the following assumptions, is set out below. Although the figures set out below have been prepared on the assumptions stated, recipients are reminded that such figures are by way of illustration only and may not reflect their particular circumstances. Accordingly, neither the Manager nor its advisors can accept responsibility for any action taken by reference to those illustrations and no assurance can be given that these assumptions will not change or that the actual return will be as indicated below. Assumptions: An Investor invests 50,000 in the Fund; Tax relief is immediately available to the Investor at 30% in respect of the tax year ending on 31 December Qualifying employment numbers and emoluments in the Investee Companies increase over the relevant period and that further tax relief at 10% is available to Investors. The Investee Companies perform in line with expectation and are in a position to repay the investment to the Investor. The Investee Company redeems the shares at a value of 55,000 representing a 10% cap. The legislation relating to the EIIS will not be altered by the Government. Please also read the Risk Factors set out in Section 9. Illustrative Financial Return for an Investor Dec Amount invested 50,000 Net realisation including uplift of 10% * 53,900 Tax relief at 30% (15,000) Additional tax relief of 10% 5,000 Commission 1,500 Gross Return 58,900 Net Investment 36,500 A Capital Gains Tax (373) Net Return B 58,527 CGT Calculation Return on Investment (B-A) 22,027 Net realisation 53,900 Annual Rate of Return 12.5% Investment cost 51,500 Capital Gain 2,400 CGT exemption (1,270) Chargeable Gain 1,130 33% 373 * net of 2% exit costs Warning: These figures are estimates only. They are not a reliable guide to the future performance of this investment. 16 of 28 Goodbody 2015 EIIS Fund in association with Hughes Blake

17 12. Trustee When an investment is made in an Investee Company the shareholding in the Investee Company shall be registered in the name of the Trustee, acting as a nominee for the Investors collectively. The beneficial ownership of the shares in each Investee Company will be allocated to the individual Participants in the proportion that their subscription monies bear to the total subscription monies received by the Fund. Fractional entitlements, if any, shall be rounded down. 13. Auditors Ernst & Young, Chartered Accountants, have agreed to act as Auditors to the Fund. In this connection, they shall report to the Investors on the financial statements for each year ending on 31 December and on termination of the Fund. The first such report will be in respect of the period ending 31 December A Trust Deed, which is a legal agreement establishing an irrevocable trust and outlining the terms between parties, has been agreed and signed by the Manager and the Trustee. In the Trust Deed, First Names Trust Company (Ireland) Limited has agreed to act as Trustee to the Fund. A copy of the Trust Deed made between the Manager and the Trustee dated 9 July 2015 is available for inspection at the registered office of the Trustee at Suite 6, Rineanna House, Shannon Free Zone, Co. Clare. Goodbody 2015 EIIS Fund in association with Hughes Blake 17 of 28

18 14. Disclosure and Use of Information Notice In order to provide services to you the Manager, Goodbody and Hughes Blake require certain Personal Data (as defined in the Data Protection Acts 1988 and 2003) and other information relating to your application and/or dealings with the Manager (together called the Information ). The Manager, Goodbody and Hughes Blake will use the information: For the purposes of providing services to you and administering your investment in the Fund; For reporting and management purposes; For anti-money laundering, anti-terrorist financing and fraud prevention purposes; and For any legitimate purpose connected to your investment in the Fund for which you provided the personal data. In particular we may use the data to respond to or evaluate any queries, complaints or suggestions in relation to the matter or transaction including the disclosure of such data to third parties. The Manager, Goodbody and Hughes Blake undertake to keep any information we receive private and confidential and shall not use the Information except as outlined in this Prospectus, nor shall we disclose any Information to any third party, except as outlined above or in the following circumstances: Where we are required to disclose the Information to the Central Bank of Ireland (the Central Bank ), the Revenue Commissioners, any recognised investment exchange; or The disclosure is necessary to enable us to carry out our obligations under this agreement or any other agreement with you; or Where we use third party service providers to assist us in providing services to you; or The disclosure is required by law or court or administrative order having force of law; or The Information is provided to a settlement service provider and other agents of yours or ours where necessary to allow them to carry out their terms of engagement in the context of providing you with the services required. Subject to the foregoing, we will not otherwise share your Information with any third party unless we receive your prior written consent to do so Sensitive personal data The Manager, Goodbody, Hughes Blake or the Trustee may collect and process your Sensitive Personal Data (as defined under the Data Protection Act 1988 and 2003) should it be required in order to facilitate your subscription in the Fund. Any sensitive Personal Data will only be disclosed, as necessary, to facilitate your investment. If you proceed with the application attached to this Prospectus, you hereby expressly consent to the collection, use and disclosure of your Sensitive Personal Data as set out in this section (14.1). If you do not consent to the collection, use and disclosure of your Sensitive Personal Data, we may not be able to facilitate your investment and you may not be able to subscribe in the Fund Third Party information Where you provide us with personal information relating to other people, such as directors, officers, advisors or other related persons, you warrant that you will only do so in accordance with the Data Protection Acts 1988 and You will ensure that before doing so, the individuals in question are made aware of the fact that we will hold information relating to them and that we may use it for any of the purposes set out in the relevant terms and conditions, and where necessary you will obtain their consent to our use of their information Rights to access information You may at any time request a copy of the Information, and you have the right to correct any of the details in this Information, by contacting the Manager in writing at Joyce House, 22/23 Holles Street, Dublin 2 You agree to notify us without delay in the event of any change in your personal circumstances, or those of the others mentioned above, to enable us to comply with our obligations to keep information up to date By signing the Application Form you hereby agree to be bound, and to the extent necessary, you hereby expressly consent to the processing of Information and Sensitive Personal Data as set out in the above Disclosure/Use of Information notice. 18 of 28 Goodbody 2015 EIIS Fund in association with Hughes Blake

19 15. Complaints Procedure Should you have a complaint regarding the service you have received you should refer the matter to the Manager in writing at Joyce House, 22/23 Holles Street, Dublin 2. The Manager will ensure that your complaint is dealt with. The Manager has a Compliance function and you may wish to refer any complaints to the Compliance Officer in writing at 2 Ballsbridge Business Park, Ballsbridge, Dublin 4 for investigation. If you are a consumer you are entitled to refer the matter to the Financial Services Ombudsman, 3rd Floor, Lincoln House, Lincoln Place, Dublin Investor Compensation Act Under section 38(1) of the Investor Compensation Act 1998, we hereby notify you: The Act provides for the establishment of a compensation scheme and the payment, in certain circumstances, of compensation to certain clients of authorised investment firms ( Eligible Investors ). The Manager is a member of that compensation scheme. Compensation may be payable where money or investment instruments owed or belonging to an Eligible Investor and held, or in the case of investment instruments, administered or managed by the Manager, cannot be returned to that Investor due to the financial circumstances of the Manager and there is no reasonable foreseeable opportunity of the Manager being able to do so. The right to compensation will arise only: - if the Investor is classified as an Eligible Investor as defined in the Act; - if it is determined that the Manager is not in a position to return an Investor s money or investment instruments owed belonging to clients of the firm; and - to the extent that the Investor s loss is recognised for the purposes of the Act. Where an entitlement to compensation is established the compensation payable shall be the lesser of: - 90 per cent of the amount of the Eligible Investor s loss which is recognised for the purposes of the Act; or - up to a maximum of 20,000. Goodbody 2015 EIIS Fund in association with Hughes Blake 19 of 28

20 17. Summary of EIIS legislation (Further details available at This section summarises the main provisions of the Income Tax Relief for Investment in Corporate Trades - Employment and Investment Incentive Scheme as set out in Part 16 Taxes Consolidation Act, 1997 (the Relief ). It does not set out any of the provisions in full nor does it seek to be a legal interpretation of those provisions. Intending Investors are advised to seek professional advice on their entitlements to the relief before making an investment. The Relief The scheme allows individuals to claim relief from income tax where: a) an individual, who qualifies for the relief, subscribes for Eligible Shares in a Qualifying Company; and b) those shares are issued to the individual for the purpose of raising money by a Qualifying Company to carry on a Relevant Trading Activity, research and development or for the purposes of expanding a qualifying nursing home; and c) the money subscribed will contribute directly to the creation or maintenance of employment in the company. The Relief can be claimed as follows: a) thirty fortieths (30/40) of the amount subscribed for Eligible Shares as a deduction against the individual s total income for the year of assessment in which the Eligible Shares are issued; and b) subject to Employment Requirements set out below ten fortieths (10/40) of the amount subscribed for Eligible Shares against the individual s total income in the year of assessment following the date on which the Relevant Period ends. The Relief under b) above will only be granted if the number of qualifying employees, in the investee companies, in the year the Relevant Period ends exceeds the number of qualifying employees in the year of assessment previous to the date the Eligible Shares were issued by at least one. In addition, the total emoluments have increased by at least the emoluments of one qualifying employee in the year the relevant period ends when compared to the year of assessment previous to the date the Eligible Shares were issued. Alternatively, an investee company can increase its expenditure on research and expenditure during the Relevant Period. Eligible Shares Eligible Shares are new ordinary shares which, throughout the period of three years beginning on the date on which they are issued, carry no present or future preferential right to dividends or to a company s assets on its winding up and no present or future preferential right to be redeemed. Qualifying Companies A company is a Qualifying Company if it is an unquoted company incorporated in the State or in a European Economic Area State and which exists wholly for the purpose of carrying on relevant trading activities. The Company must also be either a micro, small company or a medium size company as defined by EU regulations. The Qualifying Company must not be a subsidiary of or controlled by any other company. A company that does not meet the requirements of paragraphs 5 and 6 of Article 21 of Commission Regulation (EU) No. 651/2014 of 17 June 2014 is not a Qualifying Company. Relevant Period The Relevant Period is the period beginning on the date on which the Eligible Shares were issued and ending 4 years after that date or where the Company was not at that date trading, 4 years after the date on which it subsequently began to trade. The Relevant Period for the Employment Requirement is the period beginning on the date on which the Eligible Shares were issued and ending 3 years after that date or where the Company was not at that date trading, 3 years after the date on which it subsequently began to trade. Relevant Trading Activities Relevant Trading Activities are activities carried on in the course of a trade, the profits or gains of which are charged to tax under Case I of Schedule D but exclude certain activities including financing activities, dealing in or developing land, the occupation of woodlands, operations carried on in the coal, steel and ship building industries, and the production of a film. Relevant Trading Activities also includes certain tourist traffic undertakings including hotels. Employment Requirements Subject to Employment Requirements being met an additional ten fortieths (10/40) of the amount subscribed for Eligible Shares will be available to set against the individuals total income in the year of assessment following the date on which the Relevant Period ends. In order to satisfy the Employment Requirements the company must have increased the number of qualifying employees by at least one in the three year period and average emolument levels must be increased by at least the emoluments of one qualifying employee. 20 of 28 Goodbody 2015 EIIS Fund in association with Hughes Blake

21 Limits on the Relief The maximum relief that can be claimed in any one year by an individual is 150,000. Investors should be aware that EIIS is not a specified relief for income tax purposes. Investors are responsible for preparing their own income tax returns to claim the EIIS relief. The maximum amount which can be invested in a Qualifying Company under the EII Scheme is 15,000,000 with up to 5,000,000 in any 12 month period. Individuals qualifying for the Relief An individual will qualify for relief if he or she subscribes on his or her own behalf for Eligible Shares in a Qualifying Company and is not at any time in the specified period connected with the company. An individual may be connected with a company if that individual or an associate of that individual is a partner of the company or a director or employee of the company which is a partner of that company. Value received from the Company Where an individual who subscribes for Eligible Shares in a company has before the issue of the shares, but within the specified period, received any value from the company; or on or after their issue but before the end of the specified period, receives any value, then, the amount of the relief to which the individual is entitled in respect of the shares will be reduced by the value so received. Withdrawal and/or Withholding of the Relief If the conditions relating to the Relief cease to be satisfied within the four year Relevant Period the relief may be withdrawn. The Relief may also be withdrawn if the Investor disposes of the Eligible Shares within four years or receives value from the Company. Loans or payments from the Company could be construed as value. Where an event occurs by reason of which any Relief given to an Investor is to be withdrawn, the individual and/or the company is obliged to give notice in writing to the Revenue Commissioners containing particulars of the event within 60 days of becoming aware of such event. Capital Gains Tax ( CGT ) When the Eligible Shares are disposed of on an arm s length basis, the full acquisition cost can be deducted from the proceeds in order to calculate the gain if any, for CGT purposes. However, if the Eligible Shares are disposed of at a loss, no allowable loss for CGT purposes will be allowed. Investors are responsible for making their own CGT returns. Trustee Shares subscribed for, issued to, held by or disposed of for an individual by a Trustee shall be treated for this purpose as subscribed for, issued to, held by or disposed of by that individual. Tax Avoidance Under the EIIS, tax relief is not available unless the Eligible Shares are issued for bona fide commercial reasons. Investment in shares which are subject to any agreement, arrangement or understanding which could eliminate the risk to the Investor will not qualify for tax relief. Goodbody 2015 EIIS Fund in association with Hughes Blake 21 of 28

22 18. Procedure for Application All applications by Investors must be made on the Application Form enclosed with this Prospectus. The minimum subscription is 5,000 per individual Investor while the maximum is 150,000. The Directors reserve the right to refuse any particular application without assigning any reason therefore. Each such application will be irrevocable. Subscriptions to the Fund shall only be accepted on or subject to the terms and conditions of this Prospectus and any agreement purporting to amend or to exclude or partly exclude the application of any term or condition of this Prospectus and the Application form shall be void. If you are a client of Goodbody: subject to your authorisation, your account will be debited with the applicable amount. If you are not a client of Goodbody: cheques and bankers drafts must be made payable to First Names Trust Company (Ireland) Limited a/c The Goodbody 2015 EIIS Fund and be crossed not negotiable. Cheques and bankers drafts will be presented for payment on receipt. The Manager reserves the right to retain any surplus subscription monies pending clearance of the applicants cheques or banker s drafts. The right is reserved to reject any application or to accept any application in part only. The right is also reserved to treat as valid any application form which has not been fully completed or is not in accordance with the conditions set out in the application form. If any application is not accepted, the amount paid on application will be returned in full by cheque through the post at the applicant s risk. No interest will be paid to applicants on any return of the subscription monies. All cheques and other documents will be dispatched by post and at the risk of the person(s) entitled thereto. Before making any application to subscribe for the Fund you are recommended to consult your professional advisers. Legislative and regulatory measures aimed towards the prevention of money laundering may require verification of an applicant s identity. The Closing Date and time for receipt of applications will be not later than 5.00 pm on 31 December 2015, unless extended by the Directors, prior to that time and date. Checklist for Application: (a) Complete the Application Form. (b) Confirm the calculation of the amount of the transfer, cheque or banker s draft required. (c) If you are a Goodbody client then complete the required authorisation for your account to be debited. (d) If you are not a Goodbody client then make the cheque or banker s draft payable to First Names Trust Company (Ireland) Limited a/c The Goodbody 2015 EIIS Fund. It should be crossed not negotiable. (e) Send the completed Application Form and cheque or banker s draft to: Goodbody, Ballsbridge Park, Ballsbridge, Dublin 4. The minimum amount of a subscription is 5,000 and multiples of 1,000 thereafter up to a maximum of 150,000. Please include an additional 3% to cover the Commission due on the investment. For example an application for 100,000 should include an additional 3,000 to cover Commission. Therefore total amount is 103, of 28 Goodbody 2015 EIIS Fund in association with Hughes Blake

23 The Goodbody 2015 EIIS Fund Date Application Form I hereby authorise Goodbody to debit my account and pay to First Name Trust Company (Ireland) Limited a/c Goodbody 2015 EIIS Fund; or I attach a cheque payable to Goodbody Stockbrokers or First Name Trust Company (Ireland) Limited a/c Goodbody 2015 EIIS Fund to facilitate my investment in the Goodbody 2015 EIIS Fund and to invest the amount of in the Goodbody 2015 EIIS Fund plus commission of 3%/ being in total. Surname/Name (Mr/Mrs/Ms) Forename(s) Address PPS Number Tax District Telephone Goodbody Client Number I wish to apply to make an investment in the Fund in the amount set out above and I hereby undertake and agree to make the investment upon the terms of the Prospectus and the Application Form duly completed by me. I acknowledge that all the terms and expressions in the Prospectus dated 2 November shall have the same meaning herein unless the context otherwise requires. Subscriptions to the Fund shall only be accepted on or subject to the terms and conditions of this Prospectus and any agreement purporting to amend or to exclude or partly exclude the application of any term or condition of this Prospectus and the Application form shall be void. I acknowledge that my cheque/bankers draft will be presented for payment on receipt. I am aware that the application fee/commission included with my application will be retained and payable to Goodbody and/or set out in Section 6 of the Prospectus and consent to them. (delete as applicable). I also confirm that I am aware of the fees Goodbody 2015 EIIS Fund in association with Hughes Blake 23 of 28

24 The Goodbody 2015 EIIS Fund In consideration of the Fund agreeing to consider my application upon the terms and subject to the conditions of the Prospectus, I agree that this application shall be irrevocable and if accepted by the Manager, shall constitute a contract between the Manager and me. I agree that my application is accepted in accordance with the terms of the Prospectus. I acknowledge that due to the anti-money laundering requirements pursuant to the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 as amended by the Criminal Justice Act 2013, (together the Criminal Justice Acts ), proof of identity may be required before this Application Form can be processed. I confirm that I have read and understand the Prospectus and I hereby agree to observe, perform and be bound by all the provisions and conditions of the Prospectus and this Application Form and declare that I am fully aware of the risks entailed in investing in the Fund and in particular the risk that the investments made by the Manager could entail a complete loss of my subscription. 1. I hereby irrevocably authorise the Manager to enter into any agreements, do all such things as are necessary in connection with the management of the Fund as are set out in the Prospectus without further reference to me. I hereby irrevocably and unconditionally authorise the Manager in its absolute discretion in each case and without further reference to me: a. pursuant to the Trust Deed to place monies on deposit with any licensed bank or authorised building society; b. to invest, under the provisions of the EII Scheme, the Subscription Monies in Qualifying Companies; c. while recognising that, at all times, Investors retain beneficial ownership of the shares subscribed for in the Investee Companies to act on my behalf for a minimum period of four years from the date the Fund makes its investments; d. to instruct the Trustee to exercise all voting and other rights in connection with investments made or held on my behalf in the Fund; e. to arrange for the sale or disposal of any investment in whole or in part as the Manager may decide; f. in accordance with the provisions of the Trust Deed to receive and deal with all distributions and dividends paid on investments; g. to take or refrain from taking any action whatsoever and make any decisions in respect of the shares of Investee Companies and to agree to any transactions or arrangements including without limitation arrangements for exchange, amalgamation or reconstruction; and h. to draw on any monies subscribed by or due to me in the Fund to satisfy the Manager s and Trustee s fees and expenses up to a maximum of 2% of the total amount realised as set out in the Prospectus or the Trust Deed. 2. I hereby accept and agree that under no circumstances whatsoever shall I be entitled to hold the Manager, Goodbody, Hughes Blake or the Trustee liable for any default, act or omission by the Manager or the Trustee or the failure or loss of any nature or kind of the Fund, except in relation to bad faith or gross negligence. 3. I acknowledge that the proposed investments may not proceed and in such event, I acknowledge that I have no claim against the directors of the Manager or its shareholders, directors, officers, agents, employees, advisors or any associated entities of the Manager or the Trustee. Nor shall I be entitled to hold the Trustee liable for any default, act or omission of the Manager. 4. I confirm that for tax purposes I am resident in the Republic of Ireland and have income against which I can claim the tax relief. 5. I confirm that if any company that I am connected with seeks an investment from the Fund I will inform the Manager in advance. 6. I declare that I am not a US Citizen or a US Resident for tax purposes and I will advise the Manager if my status changes while I am an investor in the Fund. (Please contact the Manager if you may be a US Citizen or US Resident for tax purposes.) It is important that you read this document and the Prospectus carefully prior to signing the Application Form. I declare that I have read, understand and consent to the terms of the Prospectus and Application Form and that I am fully aware of the time frame, risk profile, risk factors (as set out in Section 9), the Disclosure/Use of Information Notice (as set out in Section 14) and the costs associated with investing in the Fund. Individual Signature Signature Date DD / M M / 2 0YY Goodbody Ballsbridge Park, Ballsbridge, Dublin 4 T Hughes Blake Joyce House, 22/23 Holles Street, Dublin 2. T EIIS Management Joyce House, 22/23 Holles Street, Dublin 2. T EIIS Management Ltd. is regulated by the Central Bank of Ireland. EIIS Management Ltd. is a joint venture company owned by Goodbody and Hughes Blake. Goodbody Stockbrokers, trading as Goodbody, is regulated by the Central Bank of Ireland. Goodbody Stockbroker is a member of the Irish Stock Exchange and the London Stock Exchange. Hughes Blake is authorised to carry on investment business in the Republic of Ireland by the Institute of Chartered Accountants in Ireland. 24 of 28 Goodbody 2015 EIIS Fund in association with Hughes Blake

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28 The Goodbody 2015 EIIS Fund In association with Hughes Blake 19. Disclaimer This Memorandum has been issued by EIIS Management Limited (the Manager ), a joint venture company owned by Goodbody Stockbrokers, ( Goodbody ) and Hughes Blake with a registered office at Joyce House, 22/23 Holles Street, Dublin 2 and is being delivered to parties who have expressed an interest in investing in the Goodbody 2015 EIIS Fund (the Fund ). The information contained herein does not purport to be comprehensive and is strictly for information purposes only. This Memorandum does not constitute an offer and shall not form the basis of any contract between the Manager and any prospective Investor. Prospective Investors are advised to make their own independent commercial assessment of the information contained herein and obtain independent professional advice (including inter alia legal, financial and tax advice) suitable to their own individual circumstances, before making an investment decision, and only make such decisions on the basis of their own objectives, experience and resources. Interested parties are not entitled to rely on any information or opinions contained in this document or the fact of its distribution for the purpose of making any investment decision or entering into any contract or agreement with Goodbody, Hughes Blake or EIIS Management Limited in relation to the investment in the Fund. Tax information contained herein is based on the Manager s current understanding of the tax legislation in Ireland and the Revenue Commissioners interpretation thereof. This information is provided by way of general guidance only and purports to be neither exhaustive nor definitive and is subject to change without notice. It is not a substitute for professional advice. You should consult your tax advisor about the rules that apply in your individual circumstances. This investment is not suitable for UK residents. While reasonable care has been taken by the Manager, Goodbody and Hughes Blake in the preparation of this Memorandum, no warranties or representations, expressed or implied, are or will be given by the Manager, Goodbody or Hughes Blake or their shareholders, directors, officers, agents, employees, advisors or any associated entities as to the accuracy, fairness or completeness of any information contained in this Memorandum or any other written or oral information or opinions provided now or in the future to any prospective Investors or their advisors and so far as permitted by law and except in the case of fraud by the party concerned, no responsibility or liability is accepted for the accuracy or sufficiency thereof, or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. Further, the Manager, Goodbody or Hughes Blake or any of their shareholders, directors, officers, agents, employees, advisors or any associated entities shall be responsible or liable for any costs, losses or expenses incurred by prospective Investors in connection with the Fund. An investment in the Fund should only be considered by Investors who are able to bear the economic risks of their investment for a medium to long term period of time and who can afford to sustain a total loss of their investment. The Manager, Goodbody or Hughes Blake give no undertaking to provide a prospective Investor with access to any additional information or to update this Memorandum or any additional information, or to correct any inaccuracies in it which may become apparent. The Manager, Goodbody or Hughes Blake reserve the right, without giving reason, at any time and in any respect, to amend or terminate the procedure for investing in the Fund or to terminate negotiations with any prospective Investor. The issue of this Memorandum shall not be deemed to be any form of commitment on the part of the Manager, Goodbody or Hughes Blake to proceed with any transaction with any prospective Investor or any other party. This Memorandum has been made available on the express understanding that any written information contained herein or otherwise made available will be kept strictly confidential and is only directed to the parties to whom it is addressed. This document must not be copied, reproduced, distributed or passed to others at any time without the prior written consent of the Manager, Goodbody or Hughes Blake. No part of this document is to be reproduced without our written permission. This publication is solely for information purposes and does not constitute an offer or solicitation to buy or sell securities. This document has been prepared and issued by the Manager, Goodbody or Hughes Blake on the basis of publicly available information, internally developed data and other sources believed to be reliable. We or any of our connected or affiliated companies or their employees may have provided within the last 12 months, significant advice or investment services in relation to any of the investments referred to in this document. EIIS Management Ltd. is regulated by the Central Bank of Ireland. EIIS Management Ltd. is a joint venture company owned by Goodbody and Hughes Blake. Goodbody Stockbrokers, trading as Goodbody, is regulated by the Central Bank of Ireland. Goodbody Stockbroker is a member of the Irish Stock Exchange and the London Stock Exchange. Hughes Blake is authorised to carry on investment business in the Republic of Ireland by the Institute of Chartered Accountants in Ireland. Goodbody Ballsbridge Park, Ballsbridge, Dublin 4 T Hughes Blake Joyce House, 22/23 Holles Street, Dublin 2. T EIIS Management Joyce House, 22/23 Holles Street, Dublin 2. T of 28 Goodbody 2015 EIIS Fund in association with Hughes Blake _1115