BUILD WEALTH WITH PRIVATE COMPANIES

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1 BUILD WEALTH WITH PRIVATE COMPANIES Private Company Investment Specialists

2 Private companies are a unique asset class correlated not to the market but to entrepreneurial drive. This is an arena where you can achieve better returns for the risk you take. You can also shape investments to deliver answers to other needs, such as preserving wealth over generations. This is why I believe that private companies should have a place in most balanced portfolios. Private company investing isn t just for the pension funds and the professionals. I founded Rockpool to ensure that many more investors could realise the benefits of this asset class. Our network of investors is growing and I do hope that you will join us too. Matt Taylor Managing Partner Contact details E team@rockpool.uk.com T W rockpool.uk.com

3 ENHANCE YOUR PORTFOLIO WITH PRIVATE COMPANIES Rockpool helps you invest confidently in ownermanaged companies that show great potential for growth. We call them transformers. OUR APPROACH We find businesses that are established and profitable but not accessible to private investors. We undertake thorough due diligence and support management to grow the business. The aim is to make the companies attractive to trade buyers or private equity funds and then sell in a competitive process to maximise returns. MAKE MORE OF YOUR MONEY The tax benefits of private company investing help build and protect wealth. No clever schemes involved, just HMRC-backed standard reliefs. Many of our investors save income tax, CGT and inheritance tax or invest through tax-efficient vehicles such as an IFISA, SIPP or a family investment company. REGISTER NOW Join our network of investors to access all our investment opportunities. There are no investor fees to pay and no obligation to invest. Just register now at rockpool.uk.com or contact us on to find out more. 3,000+ INVESTORS 350m 70 INVESTED COMPANIES Your capital is at risk and there is no guarantee of any investment return. This sort of investment does not provide a reliable source of income.

4 TRANSFORMER COMPANIES Our focus is on transformers. They offer great growth potential for investors without the risk levels of start-ups. WHAT IS A TRANSFORMER? Transformer companies are profitable and growing, typically with annual revenues of 5m- 30m. Small enough to be owner-managed, yet well past the risky start-up phase. Not yet large enough to attract traditional private equity funds or strategic buyers, but ready to embark on the journey to get there. They need patient capital and some help to professionalise. They have something unique to offer and are already generating profits of at least 500,000 a year, so we can be confident that the business model works. HOW DO TRANSFORMERS BUILD WEALTH? Our support, together with the incredible drive and commitment of the ownermanagers, helps the business to the next stage of growth. The focus is on making the business attractive to a trade or private equity buyer within 4-5 years. ADDING VALUE THROUGH OUR NETWORK Rockpool s investor network is a deep pool of successful people, many with experience uniquely tuned to the success of private companies. We identify the gaps in management teams and bring in expertise from our network to support the companies to the next level of growth. A TRANSFORMER S JOURNEY TO EXIT NCE provides a range of IT services to a global customer base. In 2015, Rockpool investors provided equity and loan finance to support the growth plan for the company and we identified the need to strengthen the management team with a Finance Director and Chairman. After two years of hard work and exceptional performance by the team, the company was successfully sold in 2017 providing the following returns for investors: Loan 1.43 per 1 invested. Equity multiple of 2.6 times after two years, providing an exit IRR of 67%. During our partnership with Rockpool we transformed the business to an integrated international organisation known for quality and delivery across borders. Andrew Genever, former CEO NCE Group

5 WHY CHOOSE ROCKPOOL? TRANSPARENCY We give you visibility on where and when your money is invested and provide regular reports on each company in your portfolio, giving you a more detailed understanding of your investment. You can access these reports together with a record of all your transactions via our platform. GOOD VALUE There are no fees for investors to pay. Each investee company pays Rockpool an arrangement fee at completion of the relevant investment and an ongoing monitoring fee thereafter. We participate in the success of each investment with an option to subscribe for shares in the relevant companies. FLEXIBLE We offer you flexible ways to invest. Once you have registered with us, you will receive details of all our investment opportunities. You can choose each investment individually or let us make an automatic allocation. SELFSELECT Build your own portfolio by choosing each investment individually. Minimum investment per company is 10,000. AUTOSELECT Use our automatic allocation service to build your portfolio. Minimum investment is 10,000 per strategy and can be spread across four investments. Investing in smaller unquoted companies may not be suitable for you. Your capital will be at risk and there is no guarantee of any return. You may not be able to sell your investment when you want. This sort of investment does not provide a reliable source of income.

6 INVESTMENT STRATEGIES We offer both lending and equity, giving you the choice to meet your different investment needs. To decide which is best for you, consider the return you re looking for, how much risk you re prepared to take and which tax savings are important to you. Building a portfolio to match your requirements is easy with Rockpool. EQUITY Invest in well-established businesses aiming to grow rapidly and deliver capital gains for investors of around 300% over a five year period. Our equity investments qualify for a range of tax reliefs depending on the age and size of the business. ENTERPRISE INVESTMENT SCHEME 30% income tax relief, CGT deferral and tax free gains if shares are held for three years. INVESTORS RELIEF Benefit from a reduced 10% rate of CGT on gains if the shares are held for at least three years. BUSINESS RELIEF 40% inheritance tax saving on shares in unquoted companies if held for two years. LOSS RELIEF If shares are sold for less than the net cost, you should be able to set your loss against taxable income and gains in the year of loss. Tax benefits of investing depend on your personal cirumstances or the circumstances of your company and on rules and regulations. All of these could change, removing tax benefits that you expected to enjoy.

7 LENDING Lend to well-established businesses with strong equity backing. This strategy aims to deliver high rates of cash interest over a 3-5 year period. Most loans also share in capital growth. Interest rates of 8 to 10% p.a. Fixed repayment date for your capital Target returns of around 2 for 1 invested over four years Lending offers a route to inheritance tax mitigation through our inheritance tax services. Loans can also be made through a number of tax-efficient wrappers such as an Innovative Finance ISA or SIPP and SSAS. INHERITANCE TAX MITIGATION To protect your wealth for the next generation, lending through a private company offers a simple low-cost route to inheritance tax mitigation by taking advantage of Business Relief. CORPORATE INHERITANCE TAX SERVICE Our service offers you a flow of loans so you can establish a trade of lending for Business Relief qualification in your company. The value of your shares can fall outside your estate immediately. If you don t already own a company, we can help you set one up and achieve the same result in two years. PERSONAL INHERITANCE TAX SERVICE Invest in shares in Rockpool s lending company for immediate diversity across a book of loans. The service has a target return of 4% p.a. and offers exemption from inheritance tax in two years with liquidity if required. ROCKPOOL INNOVATIVE FINANCE ISA Lend to private companies without paying tax on the interest. Use your annual allowance of 20,000 and any cash from your existing ISAs. There are no fees to pay. ROCKPOOL SIPP Get pension money working harder by transferring pension savings into a Rockpool SIPP for lending or investing in private companies. There are no fees to pay.

8 OUR APPROACH AND TEAM Our investment team members are private company investment specialists. They see hundreds of companies each year but proceed only with companies that fit our transformer model. Thousands of hours are spent getting to know the management, delving into every detail of the business and conducting thorough due diligence. It is this dedication, specialism and thorough approach that gives our growing number of investors the confidence to add private companies to their portfolio. MATT TAYLOR Managing Partner 20 years working with private companies at 3i, Morgan Stanley, IKB Deutsche Industriebank and 11 years as a senior partner of Foresight. ANDREW GREEN Head of Investment 24 years working in fund management and company finance, including roles with Aviva Investors and SG Asset Management. ANTHONY FRANCIS Investment Director Ten years in corporate finance and private equity with Lloyds Development Capital and Ernst & Young, followed by three years as finance director of a high growth business. DARRAN GREEN Investment Director Ten years in private equity, starting at Terra Firma Capital Partners, before managing a UK portfolio for a private investor. BEN HUTCHINSON Investment Manager Eight years in private equity and professional services, including roles at BDO, RSM and Deloitte. GUY ELLIS Investment Manager Five years in private equity with Goldman Sachs and Alcuin Capital Partners, as well as previous positions in management consulting. RICHARD MORRISON Investment Manager Two years in corporate finance with Lincoln International and three years at PwC in the Banking and Capital Markets audit practice. GUY NIEUWENHUYS Investment Executive Six years in private equity, transaction services and assurance roles, including a role at PwC. MARTIN VAN DIGGELEN Investment Executive Four years in transaction services and audit at KPMG in South Africa and London, as well as two years as Financial Manager of a tech business. TOM COEY Investment Executive Five years in banking and private equity at Lloyds Banking Group and LDC and experience in completing M&A transactions. TRISTAN EVANS Investment Executive Three years in private equity and banking, including RBS s corporate banking team.

9 OUR PORTFOLIO Our 70+ portfolio companies cover a diverse range of industries and, because we are not limited to any specific sector, we focus on the most attractive investment opportunities. REVOLVE PERFORMANCE Revolve Performance is an automotive engineering business which owns the leading performance parts brand, Mountune. Rockpool investors provided 3m of loan and equity investment to support the management s plan to drive Mountune s growth in the US. Returns after four years are targeted to be two times investment for loan investors and four times investment for equity investors. EXPOLINK Expolink provides outsourced whistleblowing and contact centre services to over 500 customers. Rockpool investors provided 4.8m of loan and equity investment to fund the management s expansion plan and implement efficiencies designed to attract a trade buyer in Returns after four years are targeted to be two times investment for loan investors and five times investment for equity investors. COTSWOLD COLLECTIONS Cotswold Collections markets quality clothing and accessories to affluent mature women via catalogue and web-based sales. Rockpool investors provided 5.9m in loan and equity investment to support the management buyout of this established clothing brand and the expansion of the brand through online marketing. Returns after four years are targeted to be two times investment for loan investors and five times for equity investors WEAR TO WORK Wear to Work designs and manufactures high quality technical workwear through its subsidiary, Wearwell. Rockpool investors provided 3.3m in loan and equity investment to support management s plans to grow the business by broadening the customer base and developing new product lines. Returns after four years are targeted to be two times investment for loan investors and four times investment for equity investors. FLOFUEL Flofuel designs, manufactures and sells specialist aircraft refuelling and chemical storage equipment internationally under the well-established Flightline brand. Rockpool investors provided 2.8m of equity and loan investment to support the management buyout and provide growth capital to develop the company s services and training businesses. Returns after four years are targeted to be two times investment for loan investors and four times for equity investors. GREAT BRITISH BOTANICAL Great British Botanical manufacturers premium aluminium-framed glasshouses, selling a wide range of Victorian-style, traditional and bespoke structures under the heritage brand, Hartley Botanic. Rockpool investors provided 8.4m in equity and loan investment to support a management buyout and the company s growth plan in the United States. Returns after four years are targeted to be two times investment for loan investors and three times for equity investors.

10 IMPORTANT INFORMATION RISKS Investing in private companies may not be right for you. Please think carefully about the risks involved. Unless you have an expert understanding of private company investing you should seek independent professional advice before investing. Rockpool is not able to provide advice. It is possible that you may not get back the money that you invest. There is no guarantee of capital or any return. Past performance is no guarantee of future performance. Unquoted investments are illiquid and you may not be able to sell them when you want to. FEES AND CHARGES SAFE CUSTODY Your money will be held in a custodian account pending investment. Your loan notes or shares will be registered in the name of a nominee selected by Rockpool and you will be the beneficial owner. CONFLICTS OF INTEREST We may act for investors lending to and owning shares in an investee company. We may also be granted options to subscribe for shares in an investee company. If a conflict of interest arises, we will seek to act in the best interests of all investors through Rockpool. Rockpool does not make any charges on investors. Instead we charge each company an arrangement fee at completion of the relevant investment and an annual monitoring fee thereafter. PAYMENTS Interest and capital repayments for your account that we collect on your behalf will be paid out to your nominated bank account. COMPLIANCE Our services are not funds, or Unregulated Collective Investment Schemes or discretionary services.

11 Private Company Investment Specialists

12 This document constitutes a financial promotion pursuant to Section 21 of the Financial Services and Markets Act 2000 and has been issued by Rockpool Investments LLP, which is authorised and regulated in the UK by the Financial Conduct Authority (FCA firm number ). Nothing in this document should be regarded as constituting legal, taxation, investment, or other advice and prospective investors should consult their own professional advisers before investing. If you invest through Rockpool, you will do so under the terms and conditions set out in the application form provided by us. This document does not constitute, and may not be used for the purposes of, an offer or invitation to treat by any person in any jurisdiction outside the United Kingdom. This document and the information contained in it are not for publication or distribution to persons outside the United Kingdom. It does not constitute a public offering in the United Kingdom. Rockpool has taken all reasonable care to ensure that all the facts stated in this document are true and accurate in all material respects. Contact details E team@rockpool.uk.com T W rockpool.uk.com A 10 Bressenden Place, London SW1E 5DH Rockpool Investments LLP is registered in the UK (OC369009) and is authorised and regulated by the Financial Conduct Authority.