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THE CONVENT HOTEL & SPATHE COTSWOLDS

A SPECTACULAR INVESTMENTSECURED BY A SPECTACULAR ASSET

DUEDILIGENCEPACK

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Company Details 3

Overview Of The Convent 4

Investors’ Security 6

How The Convent Will 7 Ensure Profitability

Summary Of The 9 Investment Structure

Summary Of The Share Offer 10

Summary Of The Property Structure 11

Frequently Asked Questions 12

Schedule Of Ancillary 15 Documents Available

Next Step 16

CONTENTS

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COMPANYDETAILS

Beyond Boutique Hotel Investments LimitedRegistration number: 09068194

Directors: Matthew Roberts, Charlotte Roberts, Frazer FearnheadPurpose: Owns the website bbh-invest.com; markets the Beyond Boutique

Hotel Investments. The Convent is the first in a series of planned investments.

BBH Property 2 Limited:Co Reg No.: 9012571. Purpose: Non trading Company. It exists purely to hold Birds Hill Farm and The ‘Old’ Convent as security for investors. When Phase 2

is complete it will hold the unencumbered freehold title .

HH Property 3 Limited 08016309Company Registration number:

Director: Matthew RobertsPurpose: The hotel operating company. It is HH3 that will be responsible for

leasing the rooms and paying investors their return.

HH Property 4 Limited: 08016267Company Registration number:

Directors: Matthew Roberts, Charlotte DuttonPurpose: HH4 is a non-trading company that will ultimately be responsible

for buying back the shares in BBH Property 2 Limited.

JMW Solicitors, 1 Byrom Place, Manchester: Responsible for creating the crowd funded structure and drafting

the investment and company documentation.

Lee Chadwick Solicitors, King Street, ManchesterResponsible for property related aspects of the investment which includes

the property transfers, the leases and ensuring investors’ security is in place.

The Members Club

Two Bars The day bar is located in the library. It will serve a selection of fine wines, locally brewed beers and cocktails. Extensive coffee menu and light bites.

The night bar is located in the rear of the chapel and will be used for events. Cocktails, fine wines and bottled beers. Table service to the chapel tables.

The Chapel

The Cloisters Gallery and LoungeA eclectic mix of art from photography to fine art and sculpture installation.

The Day Room A lounge to read newspapers, chat and watch the fires and play board games.

Small Meeting Rooms Three small meeting rooms for private hire meetings.

The South GardenLocated outside the day room, with the herb beds and the grotto plus greenhouses and smoking area.

The Orchard

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OVERVIEW OFTHE CONVENT

THE SOUTH GARDEN

A beautiful bespoke exclusive club comprising a mix of private rooms for hire and function space as follows:

A stunning function room with theatrical leanings, featuring exclusive live music events every Saturday night together with comedy nights and TED – style lectures on Thursdays and Fridays Sunday to Wednesday nights will feature all aspects of the arts from poetry readings to classic film nights. A colourful event schedule is already taking shape.

A 160 year old working orchard with BBQ stations, hammocks and spaces to curl up and relax in a tranquil environment.

THE CONVENT HOTEL AND SPAThe buildings will be used as follows:

The Chapel • Performance and function room with space for

up to 250 • Two bars and lounges leading onto the sun patio.• The Chapel Bar – public bar and function led.• The Library Bar – private members and their

guests only.• Three meeting rooms available for private hire.• Kitchenette serving light bites, grill kitchen on

sun patio.

Birds Hill Farm • 8 suites plus chefs’ school

The Guest House• Residential accommodation for group retreat

and individual use. Self contained.

The Lodge• Residential accommodation for group retreat

and individual use. Self contained.

The Spa• A fully contained spa with steam, sauna, Jacuzzi,

snow room and treatment rooms overlooking the pool plus yoga and meditation room.

The Chapel Studio • A state of the art production suite and

broadcast facility for live music and pre-recorded broadcast.

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A HIDDEN GEM IN THE HEART OF THE COTSWOLDS

The Barns Residential accommodation for group retreat and individual use. Self contained. •

The Old Convent 6 suites, 6 crew rooms (for performers in The Chapel), Penthouse, 3 further bedrooms The Gardens Sweeping driveway over 12 acres of pasture from the A46 South garden with grotto The Resting Place patio The Orchard with hammocks and BBQ areas

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INVESTORS’SECURITY

THE GUEST HOUSE

Investors’ money is paid into a solicitor’s client account and transferred only as and when sufficient security is in place in accordance with this document and the Information Memorandum. It is the solicitor’s responsibility to ensure that at all times investors’ money will be secured by ownership or charges over property at The Convent which are worth at least 100% of the investment transferred to The Convent. If necessary, the solicitors will hold monies in escrow until unencumbered title can be transferred to BBH Property 2 Limited.

Collateral is provided by way of shares in BBH Property 2 Limited according to the value of their investment.

Further, the Articles prevent the properties being sold or mortgaged without shareholder approval.

Should the returns not be paid as per the Information Memorandum, there is a default mechanism in the articles that will be triggered, allowing investors to appoint their own directors and take control of the company and either force a sale or appoint their own hotel management company.

The advantages of this model is that: • The marketing needed to reach these

organisations is more targeted. • It is considerably easier and cheaper to reach

the intended client base. • Block bookings will be taken for at least 10

rooms at a time. • Once a booking is made, the client is

committed to pay for the rooms whether or not they are filled.

• Any unused rooms can be marketed on the open market and can potentially double the income earned from those rooms.

• Each organisation that makes a booking is likely to make further bookings as they run regular courses.

• The levels of service for groups like this are much less than for upscale weekenders/ corporate clients, thus less staff are required (e.g. no 24 hour room service).

• The usual marketing channels routes to attract guests directly are, of course, still available to supplement this model if required.

HOW THE CONVENTWILL ENSUREPROFITABILITY

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A guarantee is only worth the paper it is written if

the company behind it has the money to pay. HH 3,

the operating company must clearly be profitable in

order to pay the investor’s returns. This is a

summary of how that will be achieved.

The members club opened on schedule in early

October 2013. The target was to attract

350 members. This has already been surpassed.

The Members club is generating income from the sale

of memberships and from the restaurant and bar.

The owners / management team of the Convent are

highly experienced in creating boutique hotels and

were responsible for building Hurst House from a

derelict property in West Wales into one of the top

50 rated hotels in the World (Sunday Times / New

York Times).

They are confident that the ‘Beyond Boutique Hotel’

business model, developed from their prior

experience, will be exceptionally profitable.

A typical boutique hotel typically takes 2-3 years to

fully establish itself and build a reputation. It must

continually market itself to a broad demographic in a

highly competitive market so that a high level of

occupancy can be maintained. A luxury hotel also

requires a high number of staff to cater for the

individual needs of guests and maintain 5 star

standards.

Rather than go down the traditional route of

marketing to business users, weekending couples and

wedding parties, The Convent will target

organisations that have their own client base: for

example, businesses that run writing courses, song

writing workshops, yoga, meditation, tai chi, music,

art / sculpture classes and cookery classes.

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KEY PARTNERS AND SUPPLIERS

SOUND SYSTEMChris Hill & Phil Goldsworthy - Wigwam AcousticsChris Hill has worked with some of the world’s top artists providing touring systems for Coldplay , George Michael, Massive Attack and One Direction to name but a few.

Phil Goldsworthy graduated from Derby University with a degree in Audio and Acoustics, and is the Manager of the company’s installation and sales department. Phil has worked on many prestigious installations throughout the UK and Europe.

Established in 1979 Wigwam is one of the world’s leading sound providers and brings over thirty years of experience to The Convent installation.

THE CHAPEL

There has already been significant interest in using The Convent by a variety of organisations that the owners have had prior business dealings with. To date there have been provisional bookings by Stage Ed, a school run by West End performers running a weekly course (each quarter), best selling author, Mark Billingham, running crime writing courses, Chris Difford (from Squeeze) running songwriting weeks and Boo Hewerdine, (one of the country’s leading songwriters) running his music workshops.

This means that the hotel has been provisionally booked Sunday to Wednesday for every week at full occupancy for every week for each of the next 3 years.

Further every Thursday to Saturday for the next 3 years has been booked by NetGig Limited – the TV Production company being set up that will be produce the comedy gigs, TED style lectures and live unplugged concerts in The Chapel. The concerts will feature the world’s top artists and will be broadcast on a pay per view basis over the internet.

NetGig will pay the Convent £120 per night for each room and will sell concert/ accommodation packages to people attending the events.

That means the venue is fully booked for the next 3 years.

Along with Matt Roberts partners in NetGig include leading figures within the music and broadcast industry:

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LightingPaul Normandale - Lite Alternative DesignsPaul Normadale has delivered live lighting designs for Paul McCartney, Shakira, The Kings of Leon, Bjork, The Scissor Sisters and main more of the world’s top artists. His CV as Director of Photography for televised and video recorded events is equally impressive working on projects for The Red Hot Chilli Peppers, Annie Lennox, Coldplay and many more. He is regarded as one of the best lighting designers in the world for combining dramatic live effects that deliver spectacular results when recorded for global broadcast.

Light & Sound SupportChris Cronin - Total SolutionsChris Cronin’s recent projects include elaborate stage engineering construction for the 2012 London Olympics Opening and Closing Ceremonies, Kylie Minogue, Phil Collins, Cirque Du Soleil, Take That and many more. Chris has worked in the Industry for over 30 years and has been responsible for forming several market leading companies around the globe, mainly in design and manufacturing of aluminium structures, both proprietary and bespoke.

Film and TV ProductionDavid James - Director Studio OperationsDavid James has a background in television news working as a cameraman and editor on all the BBC’s and ITN’s flagship programmes. He also has extensive experience in procurement and project management working predominantly in the government and defence information and communications sector. David has also worked in marketing and strategic communications and was responsible for designing and delivering a range of cross media campaigns for The British Embassy, NATO, USAID and other international organisations in Afghanistan. David has a track record of delivering exceptional results in very high pressure environments.

Whilst no guarantees can be made, at this stage, as to which artists will decide to use the facilities, the fact that joint venture partners in The Chapel include such established figures within the industry; each with a strong client base and top level contacts, gives us every reason to be extremely confident that many top name artists will choose to use the The Chapel (whilst simultaneously staying at The Convent) and that the accommodation/ ticket packages will be highly desirable thus ensuring NetGig’s success and as a result aiding The Convent’s own success. Please refer to the cash flow spreadsheets for detailed financial analysis.

SUMMARY OFTHE INVESTMENTSTRUCTURE

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The purpose of structuring the deal in this way is to allow a large number of smaller investors to benefit from very attractive terms usually only available to larger scale investors, without the owners losing autonomy. The investment will be used to buy the Properties from the current owner, thus providing the owner with capital to refurbish the hotel.

Return: HH Property 3 sub-lets the rooms within the Property from BBH Property 2 at a net rental figure equating to 10%p.a. of the amount invested. There are no running costs associated with the investment (other than minor admin / accounting costs which will be borne by HH Property 3) and so investors will receive a net 10% a year by way of dividend. All maintenance and other costs will be borne by HH Property 3 Limited

Payment: quarterly, but first payment is paid 6 months from the time of receipt alongside payment 2.

Exit: shares can be redeemed at the end of any quarter after the first anniversary at 100% buy back. After year 3, the buy back is 125%. At year 5, the final redemption date, it is at 150%. Example 1: £100,000 / 3 year investment £10,000 per year x 3 = £30,000Redemption at year 3: £125,000 Total return: £55,000Average return per year: £18,333 / 18.3%

Example 2: £100,000 / 5 year investment £10,000 per year x 5 = £50,000Redemption at year 5: £150,000 Total return: £100,000Average return per year: £20,000 / 20%

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SUMMARY OF THESHARE OFFER

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Beyond Boutique Hotel Investments is offering those who qualify or self-certify as Sophisticated Investors or High Net Worth Individuals the opportunity to subscribe for up to 660 redeemable preference shares of £5,000 each in the capital of BBH Property 2 Limited (BBH2) (the “Preference Shares”), in order to raise up to £3,300,000

Once subscribed, BBH2 will purchase and refurbish the properties known as Birds Hill Farm, the Old Convent and the Barns.

Subscribers are required to subscribe to a minimum of 2 Preference Shares.

A Preference Share entitles the holder to certain rights to share in the Company’s profits and capital as detailed in the articles of association.

A Preference Share is considered an asset of the shareholder, which can be marketed and transferred and sold in accordance with its terms.

The key terms of the Preference Shares are set out in the Articles of Association and the Information Memorandum but can be briefly summarised as follows:

The holders of Preference Shares shall be entitled to receive a fixed 10% annual dividend (the “Preference Dividend”) on the total amount of their investment, accruing from the period commencing on the first day of the month following the month when the investment was received (the “Start Date”) and payable every three months from that date (save that the first such dividend payment will be payable with the second dividend payment six months from the date of subscription).

If a Preference Dividend accrues but is not paid in accordance with the Articles, it becomes a debt due from the Company to the relevant holder of Preference Shares.

The Preference Dividend will be distributed to the holders of Preference Shares pro-rata to the number of Preference Shares held.

The Preference Shares will entitle the holders of Preference Shares to priority on repayment of their initial investment.

Subscribers will be entitled to redeem all or part of the Preference Shares held by them from time to time, by three months’ written notice to the Company provided that no Preference Shares may be redeemed until the first anniversary of the date of subscription.

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• Where a subscriber retains their investment until the fifth anniversary of subscription, their Preference Shares shall be redeemed at 150% of the amount paid for them, therefore accruing a 20% annual return over five years (accruing an 20% annual return over the three year period).

• The Preference Shares do not require the shareholders to contribute any additional expenditure to the Company, for example, for the maintenance of the Property.

• The Preferential Shares do not enable the subscriber to vote at general meetings of the Company or on any resolutions of the Company.

FRONT ENTRANCE

The Company is entitled to redeem the shares by notice to the relevant holders of Prefer-ence Shares, on either the third anniversary of subscription or the fifth anniversary of subscription.

Where a subscriber retains their investment for a period of less than three years following subscription, they will be entitled to redeem their Preference Shares for 100% of the original subscription value.

Where a subscriber retains their investment until any time following the third anniversary of their subscription and no later than the fifth anniversary, they will be entitled to redeem their Preference Shares for 125% of the original subscription value (accruing an 18.3% annual return over the three year period).

Should be returns not be paid as contracted, shareholders may trigger a default mechanism in the Articles and take control of the Properties.

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SUMMARY OFTHE PROPERTYSTRUCTURE

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PROPERTY OWNERSHIP

THE CHAPEL CEILING

At the end of the fundraising, the freehold interest in each title will be registered to BBH Property 2 Limited free of any 3rd party charges

In The Old Convent there are 6 suites, 6 crew rooms, a Penthouse, and 3 further bedrooms as well as the restaurant, kitchen and chefs school contained within the Property

In Birds Hill Farm there are a further 8 suites and the chefs’ school. There are also four suites available in the Barns.

BBH Property 2 will grant leases to HH Property 3 who will join the Lease in its role as management company to provide hotel services, repair, maintenance and insurance

Lease is for a term of 999 years A peppercorn rent is payable

Who are you?

HH Property 4 Limited: a non-trading company that owns The Convent

HH Property 3 Limited: the hotel operating company, owner of all fixtures and fittings connected with the Business

Matthew Roberts – director in all 3 companies.

What return will I receive?Option 118.3% p.a. average return. Paid as to: Year 1: 10 %Year 2: 10%Year 3: 10%Buy back end of year 3 : 125%

Option 220% p.a. average return. Paid as to Year 1: 10 %Year 2: 10%Year 3: 10%Year 4: 10%Year 5: 10%Buy back end of year 5 : 150%

When does the return become payable?The period starts on the first of the month following receipt of your investment and the allocation of shares. It is paid quarterly thereafter though the first payment is not made until month 6 when you will receive a double payment.

Why offer such a high return?We prefer to deal with individuals rather than banks. Our ethos is to share the rewards with those investors who support us, which is why we offer such attractive returns.

How are you able to pay those returns?As the previous hotels Matt has been involved with (Babington House, Hurst House - which he operatedsuccesfully for 15 years before selling his interest) it can be a highly profitable business model. As explained above due to the innovative structure and the unique revenue streams, the venue is already booked at 100% occupancy for the next 3 years. We are happy to share those profits fairly with investors who support us.

Why not just borrow the

money from a bank? Would

it not be cheaper?Banks are especially reluctant to lend to anybody especially at the moment. They rarely invest large amounts in start up ventures and, even if the banks did not have such a tarnished reputation, many would prefer not to use them at all.

Crowd funding has grown exponentially over the last few years as people turn away from the banks and seek alternative finance from like-minded individuals.

FREQUENTLYASKEDQUESTIONS

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Frazer Fearnhead – Director in charge ofinvestment and also managing director ofThe House Crowd.

Beyond Boutique Hotel Investments is a crowd funding platform that promotescrowd funded opportunities in hotelsowned by third party companies.

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Why use crowd funding rather than Venture Capital money?For Matt , this is a very personal project. It is vital for him to retain control over his concept and vision. It is preferable to seek finance on these terms rather than via Venture Capitalists who may wish to have a part in running the hotel and whose sole focus is creating more profit. Matt’s partners in Hurst House bought him out as he was not interested

in turning it into an international golf resort which is what they are now doing.

What happens if The Convent is not a success?The management team have a proven track record and are very confident that with the outstanding nature of the property, its location and the concept behind it, the Convent it will be a tremendous success. The fact that for each of first 3 years are already provisionally booked and we have strong interest in using the facilities from a number of world class recording artists (a number of whomare already booked to play) and best selling

writers is an strong indicator on of the potential for success.

The hotel needs to achieve an occupancy rate

of just 40% and the club to attract 300 members

(please refer to cash flow spreadsheet) in order

to make the profit required to pay investors the

returns. We believe that is easily achievable.

However all business involves an element of risk.

Should The Convent fail to deliver the returns asstated, then your investment is secured by way ofownership of the freehold title in the properties.

What is my security?As an investor you will own shares in BBH Property 2 Limited, and your legal rights are protected by the Articles and Information Memorandum. During the process of fundraising, the solicitor will ensure that there are sufficient charges over the properties within The Convent Hotel complex to cover the amount transferred to The Convent. At the end of the process, BBH 2 will have debt free ownership of the properties which by that time will have been refurbished and be worth in excess of the investment raised.

There is currently a charge over the property. How will that be dealt with?The Solicitors will only transfer funds when the necessary paperwork is in place to ensure there exists sufficient security to cover a minimum of 100% of the investment.The existing debt over the properties will be paid off incrementally as The Convent receives the investment monies.

How much money areyou raising in total?up to £3,300,000 in this phase. However the last £600,000 will only be raised if it is required as a contingency fund and the solicitor has confirmed that the valuation of the refurbished Properties has increased sufficiently to provide adequate security for investors.

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Can you explain the process simply?Yes:

How will you keep investors informed about the progress on the hotel development ?

Who decides when the exit is affected?You may elect to redeem your shares on any quarter date after the first anniversary. Either party can decide to end the agreement on the third anniversary subject to payment of the 125% buy back of the shares. It is obligatory for The Convent to buy back the shares on the final Redemption Date at the end of year 5 at 150%.

What happens if I want my money back before Year 3?The minimum investment term is 1 year. You may request the return of your capital on any quarter date after 12 months and you will receive the return interest up to the relevant exit date, but you will not be entitled to the buy back premium unless you stay with the investment for at least 3 years.

What happens if I want my money back in after year 3 but before the end of year 5? You will receive the interest up to the relevant exit date, and be entitled to the 125% buy back deal. HH Property 4 may not exercise its option at any time other than the third and fifth year anniversaries.

Will you have other Beyond Boutique Hotel Investments? Yes. We have recently exchanged on a second property that will be available for investment in the 4th quarter 2014.

What will the investment be used for?Purchase of The Old Convent, Birds Hill Farm and the Barns.

Who is responsible for furnishing the rooms?HH property 3, the operating company is responsible for all furnishings.

What is the tax position on monies paid to me? Your returns will be classed as dividends and dealt with accordingly. At the end of the tax year we send you a tax voucher showing income and the usual basic rate tax allowance. You should ask your accountant regarding any specific tax advice. Please refer to the Information Memorandum for further detail.

Can I invest through a limited company?Yes.

Can I invest from abroad?Yes. but you will still be required to provide appropriate ID to our solicitors.

1. For legal reasons you must first self-certify as a sophisticated investor or HNW and provide us with a signed self-certification form. We can provide upon request.2. Once we have confirmed receipt we will send you the legal investment information.3. If you wish to proceed you complete, and submit the simple FOA (Form Of Acceptance) 4. You will also need to provide the solicitors with the usual ID documents for AML purposes.5. When AML checks have been satisfied the solicitors will ask you to transfer funds6. Provided security is in place, solicitors will transfer funds to The Convent. If there is not sufficient security in place, the solicitors will retain the funds until sufficient security is in place.7. The rooms are sub-let to HH Property 3 the operating company for a fixed annual rent.8. You will be allocated shares in BBH Property 2 Limited – a non trading property holding company

Quarterly e-newsletters and via updates on the hotel’s website and its facebook page:www.theconvent.netwww.facebook.com/TheConventHotel

Available for inspection via drop box facility:

SCHEDULE OF ANCILLARYDOCUMENTS

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Plan of The Convent

Valuation of The Guest House

Valuation of The Lodge

Valuation of The Old Convent and Birds Hill Farm

Valuation of The Chapel

Valuation of The Barns

Detailed cash flow spreadsheets

NEXTSTEP

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Email : frazer@bbh-invest.com

Tel : 0161 207 1617

Please either sign a Sophisticated Investor/ High Net Worth self certification form (available upon request) For legal reasons, you cannot invest with us until you have done so.

Once we have received your self-certification formwe will send you the legal investment pack.

If you have further questions, please contact the company that introduced you to this opportunity or contact us directly

2nd Floor91 -95 Hale RoadHaleCheshire WA15 9HW.

T 0161 207 1617

W bbh-invest.com