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P R I V A T E C L I E N T S

FAIRYTALE FILMS LIMITED

STRICTLY PRIVATE AND CONFIDENTIAL

EIS INFORMATION MEMORANDUM

June 2017


EIS Information Memorandum



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1. Important Information 4

2. Executive Summary 6

3. Investment Opportunity 8

4. The Film 9

5. The Executive Team 12

6. Sales and Distribution Strategy 14

7. Financial Information 16

8. EISTaxBenefits 17

9. General Risk Factors 19

10. Investment Process 22

11. Definitions 23

CONTENTS

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1. IMPORTANT INFORMATION

This Information Memorandum (“IM”) constitutes a financial promotion for the purposes of the Financial Services and Markets Act 2000 (“FSMA”), is issued by Ober Private Clients Limited (“Ober”) which is authorised and regulated by the Financial Conduct Authority (“FCA”), FCA Reference number 706215 and whose registered office is at 6th Floor, Blackfriars House, Parsonage, Manchester, M3 2 JA. This IM does not constitute a prospectus for the purposes of the Prospectus Regulations 2005 (the “Regulations”).

This IM may be distributed to persons falling within the following categories of investor:

1. Persons who meet the criteria for being a professional client in accordance with COBS rule 3.5;

2.Persons who qualify as certified high net worth individuals inaccordance with COBS 4.7.7(a);

3.Personswhoqualifyascertifiedsophisticatedinvestorsinaccordancewith COBS 4.7.7(b);

4.Persons who qualify as self-certified sophisticated investors inaccordance with COBS 4.7.7(c);

5.Personswhoconfirmthattheywillonlyinvest10%oftheirnetassetsin non-readily realisable securities by signing the Restricted Investor Statement set out in COBS 4.7.10; and

6.ExistingclientsofafinancialadviserregulatedbytheFinancialConductAuthority, which has advised that the investment opportunity is a suitable investment for them in accordance with COBS 9 Suitability Rules;

By accepting this IM, the recipient represents and warrants to Ober that they are a person who falls within the above description of persons in respectofwhomOberhasapproveditasafinancialpromotion.ThisIMis not to be disclosed to any other person or used for any other purpose. Any other person who receives this IM should not rely on its contents.

This IM is issued solely for the purpose of seeking applications to the Fairytale Films Limited EIS Investment Opportunity. This IM is provided on a confidential basis only for the purpose of providing certaininformation for a private placement in Fairytale Films Limited. This IM should be read in conjunction with the Application Form and Investor Agreement. Applications may only be made, and will only be accepted, subject to the terms and conditions of this IM.

The contents of this IM are not to be taken as constituting advice relating to legal, taxation or investment matters and should not be relied upon for the purposes of making an investment into Fairytale Films Limited. Your attention is drawn to the section headed “Risk Factors” on pages 19 to 21.

Each potential investor should make their own independent assessment of the merits or otherwise of investing in Fairytale Films Limited. All potentialinvestorsshouldseekadvicefromafinancialadviser,authorisedand regulated by the FCA, before deciding whether or not to invest.

Investing into Fairytale Films Limited will not appropriate for all recipients of this IM. The attention of prospective investors is drawn to the fact that investments in Fairytale Films Limited are unquoted shares, and as such may carry higher risks than investments in quoted shares. The value of your investment could go down as well as up. Investing inunquotedsharesmayexposeyoutoasignificantriskoflosing all the money you invest. Furthermore, there will not be an established or ready market for shares not quoted on any recognised or designated investment exchange, therefore your investment will not be easily realisable. You should consider your investment as being of a long term and illiquid nature.

Shares in Fairytale Films Limited are non-readily realisable securities and are therefore only available to prospective investors who fall within the categories described in the paragraphs 1) to 6) in column one on this page.

The information contained in this IM makes reference to the current laws concerning income tax relief, CGT exemption, Loss relief, Capital Gains Deferral relief and Inheritance tax exemption. Such information may be subject to change and is not guaranteed. The tax reliefs referred to in this IM are those currently available and their value depends on individual circumstances. Potential investors should seek advice from aqualifiedtaxadviser.

Past performance is not necessarily a guide to future performance and may not be necessarily repeated. You should be aware that share values and the income from them may go down as well as up and you may not get back the amount you originally invested. Changes in legislation in respect of the EIS in general, and qualifying investments and qualifying trades in particular, may affect the ability of Fairytale Films Limited to meet its objectives and/or reduce the level of returns which would otherwise have been achievable.



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This IM has been prepared with information provided from Fairytale Films Limited. All statements of opinion in this IM and all views expressed represent Fairytale Films Limited’s own assessment, or our interpretation of information available to us. No representation or warranty is made by Fairytale Films Limited (or any of its respective directors, officers, employees or agents) as to the information andopinions contained in this document, which are given for your assistance but are not relied upon as authoritative or as the basis of any contract or commitment.

Ober has taken all reasonable care to ensure that all the facts stated in this IM are true and accurate in all material respects and that there are no material facts, or opinions which have been omitted, which would make any part of this promotion materially misleading. No representation is made, or assurance given, that any statements, views or forecasts are correct or that the objectives of Fairytale Films Limited will be achieved. Prospective investors must determine for themselves what reliance, if any, they should place on such statements, views or forecasts and no responsibility or liability (whether direct, indirect, consequential loss or other) is accepted by Ober or its members and employees in respect thereof.

This IM does not constitute, and should not be considered as, an offer to buy or sell or solicitation of an offer to buy or sell any security or share. It does not constitute a public offering in the United Kingdom. In addition, this IM does not constitute an offer or solicitation in any jurisdiction in which such an offer or solicitation is not authorised or in whichthepersonmakingsuchanofferorsolicitation isnotqualifiedto do so or to any person to whom it is unlawful to make such an offer or solicitation. It is the responsibility of any person outside the United Kingdom wishing to subscribe for shares in Fairytale Films Limited to satisfy himself as to full compliance of the Applicable Laws of any relevant territory, including obtaining any requisite governmental or other consents and observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.

This IM includes statements that are, or may be deemed to be, “forward-looking statements”. These “forward-looking statements” can beidentifiedbytheuseofforward-lookingterminologyincludingtheterms “believes”, “continues”, “expects”, “intends”, “may”, “will”, “would” or “should” or, in each case, their negative or other variations or comparable terminology. These “forward-looking” statements include all matters that are not historical facts. “Forward-looking statements” involve risk and uncertainty because they relate to future events and circumstances. “Forward-looking statements” contained in this IM based on past trends or activities should not be taken as a representation that such trends or activities will continue.

The information contained in this IM is current at the date of the publication. It is the responsibility of prospective investors relying on this IM to ensure that the information contained herein is up to date and that there have been no revisions, updates or corrections.

Further Information: If you require any further information on the Fairytale Films Limited EIS Investment Opportunity please contact Investor Relations on 0845 8358460 or at [email protected]. Please note that Ober is not able to provide you with investment, financialortaxadvice.

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2. EXECUTIVE SUMMARY

Fairytale Films Limited (“Fairytale” or “the Company”) has been formed toproduce theChristmas themed featurefilmFairyTaleofNew York (“the Film”) for which the Company owns the screenplay, filmrightsandallancillaryrights.

Under the terms of the offer, Investors subscribe for an equity stake in Fairytale, entitling them to a proportion of the profits and anycapital value realised by the Company from its business activities. The investment has been structured to qualify under HMRC’s Enterprise Investment Scheme (“EIS”), meaning that qualifying investors should be entitled to certain EIS tax reliefs available.

Fairy Tale of New York, based upon screen-writer’s interpretation of Shane McGowan’s backstory to the most popular Christmas song of the 21st century (as rated by VH1, The Hits, Music Factory, BBC Radio 2 and BBC Four), is a heartfelt and uplifting modern day romance which takes the audience on a rollercoaster of emotions as they follow the whirlwind romance of cynical Irish comedian Sean Driscoll, and quick witted photography gallery manager Kirsty.

The pair are brought together through a beautifully haunting photograph of an isolated train station against the backdrop of a surrealistlandscape.Thisphotographsetsthethemeforthefilmastheaudience are witnesses to a story of love, loss, life and togetherness which, full of universal trust, is as honest as it is extraordinary.

TheproducershavetargetedahighprofilecastfortheleadrolesofKirsty and Sean. They have already secured Golden Globe winner Kiefer Sutherland and have also attached renowned actress, Kate Bosworth. At least two further roles will be filled with A-List internationallyrecognised actors. The assembled production team have extensive experience in the industry and will ensure the Film is completed to the very highest production quality. The cinematography will be creative and evocative, with wide sweeping shots of the wild Irish landscape juxtaposed against the bustle of New York City and the intimate clubs in which Sean works.

The script is commercial and has huge audience appeal as it addresses many universal truths and presents to the audience an aspirational yet heart-breaking portrayal of essential human values about what happiness trulymeansand the lengths thecharacterswill go tofind it. FairyTaleof New York will attract a wide audience which is not limited by age or gender.TheproducersareconfidentthattheFilmwillshareinthesuccessof other titles in the genre including Serendipity and Sliding Doors.

Fairytale seeks to provide investors with a medium to long-term equity investment opportunity under the EIS, with the objective of achieving attractive levels of capital growth.

Investment in the Company provides a number of attractive investor incentives including:

•ExpectedsignificantreturnsfromthesaleandmonetisationoftheFilm,withinvestorparticipationinproducer’sboxoffice,DVD,andvideo-on-demand, television, merchandising, sponsorship, soundtrack and ancillary revenues.

• A return structure where investors are positioned to receive their profitsaheadoftheproducers,castandcrewonthefilm.

• Valuable tax breaks for investors under the Enterprise Investment Scheme,whichcouldreducethenetinvestmentatrisktojust38.5%of the gross investment.

•Participation in a resilient sector in which box office, video-on-demand and download revenues continue to grow. Increasingly low cost internet and social media advertising and distribution methods, enabletheProducergreatflexibilitytoexploittheproductandthusincrease potential investor returns.

Having considered all the above criteria and various other factors, the Directors believe that the Company offers investors an attractive opportunity to invest in the motion picture filmproductionindustrywithlucrativefinancialpotentialandsignificanttax reliefs on investment.

The Company’s objective will be to achieve a return for investors in the form of capital growth on their shareholding in the Company rather than through payment of dividends. For this reason, investors should consider this as a medium to long term investment opportunity of no less than three years in duration.



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Assuming30%EISRelief Assuming30%EISRelief and28%CGTDeferralRelief

Realised gross value of Qualifying Shares £1.50 £2.00 £3.00 £1.50 £2.00 £3.00

Less net cost of Investment * -£0.70 -£0.70 -£0.70 -£0.42 -£0.42 -£0.42

Tax free profit £0.80 £1.30 £2.30 £1.00 £1.58 £2.58

Taxfreeprofitas%ofnetinvestment 114.3% 185.7% 328.6% 257.1% 376.2% 614.3%

Net return per annum ** 38.1% 61.9% 109.5% 85.7% 125.4% 204.8%

Grossequivalentannualreturn***–40%tax 63.5% 101.5% 182.5% 85.7% 125.4% 204.8%

Grossequivalentannualreturn***–45%tax 69.3% 112.5% 199.1% 155.8% 228.0% 372.4%

An illustrative example of the conservative-case returns to investors based on an Offer price of £1 per Qualifying Share is presented below.

The above returns are solely for illustration purposes and should not be viewed as a forecast or projection of future performance.

*CostofInvestmentistheamountinvestedbyInvestorsintotheCompany,lesstheassumedavailableEISIncomeTaxReliefat30%andCGTDeferralReliefat28%.** The Net Return represents the IRR (Internal Rate of Return) on a gross investment of 100p, net of the relevant tax relief, as shown.*** The gross equivalent return is compared to an income stream that is subject to income tax at an investor’s marginal tax rate.The Directors of the Company will aim to deliver opportunities to allow Shareholders to exit from the business after three to four years, although such a time frame cannot be guaranteed. Exit opportunities are likely to include the following:

•TradesaleoftheCompanytoalargefilmproductioncompany,aventurecapitalorganisationoraprivateequitygroup

•SaleofthefilmrightsandsolventliquidationoftheCompany

•LiquidationoftheCompanyanddistributionoftheprofitsandtheresidualrights

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3. INVESTMENT OPPORTUNITY

Fairytale Films Limited is raising equity investment of up to £3,600,000 for the purposes of financing the development, production andmonetisation of the Film. The investment offer comprises the issue of up to 3,600 ordinary £1.00 Shares at an issue price of £1,000 per share,representing40%oftheenlargedsharecapitaloftheCompany.

Investors will benefit from a priority return mechanism offeredby the Company’s other shareholders, whereby the investors will receive100%of theprofitsof theCompany,orof the gainson asale of the shares, to the point that they have recovered their original grosscapitalaswellasaprofitof30%.Investorswillalsoreceiveanuncappedshareofallfurtherprofits.

The Directors believe there are several factors that make the Company an outstanding Investment Opportunity:

• The Film is based upon and features the UK’s most popular Christmas song of the 21st century, and is supported by its writer and lead singer, Shane McGowan, and his band, The Pogues, which should assist to attract audiences, as well as soundtrack revenues.

• Fairytale of New York is a modern and heart-warming love story, that will appeal to a wide audience.

• The Film’s Christmas theme should ensure it has strong sales value and that it generates revenues for many years to come.

•Thekeycrewonthefilmhaveaproventrackrecordandstrongpedigree, including the Producer, Lisa Castelas (Richard III, starring Sir Ian McKellen, Annette Benning and Rober t Downey Jnr, and nominated for two Oscars and winner of Best British Film in the prestigious Evening Standard Awards) and Director, Lee Cleary (First AD on The Hurt Locker (winner of six Oscar Awards), the X-Men franchise, Fantastic Four, Valkyrie, Out of Africa, Indiana Jones and the Last Crusade and Chaplin).

• The Producers are in the process of attaching an internationally recognisable cast, that have a high sales value and broad audience appeal. To this end the Film has already secured Golden Globe winner Kiefer Sutherland and attached Kate Bosworth, and is in the process of attaching two other A-List actors.

• Through the creative structuring of performance related equity deals with cast and crew, a focus on budget control and utilisation ofanextensivecontactbasetodrivedowncosts,thefilmwillbeproducedatasignificantdiscounttotheproductionvalue,therebyassisting to enhance shareholder returns.

• Kiefer, as well as the other cast members, and the crew, are committed to support the marketing of the Film, for which they are incentivised via their performance related equity.

• The Film is set in two contrasting locations which will appeal to international audiences. Through the use of two locations, the Producers are able to contrast the evocative and wild landscape of Ireland with the close and frantic pace of metropolitan life in New York.

• The Company will seek to maximise ancillary revenues from soundtrack, merchandising, product placement, smartphone applications and other business activities.

• The Company has a strong and well-accomplished in-house sales team, that will leverage on their reputation and their relationships with many of the leading distributors and studios.

•TheprofitandcapitaldistributionstructurepositionsInvestorsfirst,through their entitlement to the allocation of all such returns until grosscapitalandaprofitof30%hasbeenreceived,aswellasanuncappedshareofallfurtherprofitsandcapital.



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4. THE FILM

Fairytale of New York - Brief Synopsis

Fairy Tale of New York is a heartfelt and uplifting story of two very different people whose lives collide in an act of fateful serendipity. An unforgettable story told through the eyes of no ordinary couple, the audience are witness to an incredible journey which takes place across two time zones and tackles some of life’s biggest questions about love, life and togetherness.

Director’s Vision – Lee Cleary

TheDirectorwillguidetheaudiencetowardsadoorwaywhichreflectstwo seemingly ordinary people. Just a man and a woman, where worlds collide; the path we travel with these characters will be anything but ordinary. This journey will give the audience both a thought provoking andreflectivesurrealexperience,capturedwithsensationalcinematictechniques to illustrate the mood and pace of the plot. Evocative shots oftheIrishlandscapeswillbeusedthroughouttheFilmtoreflectthebeautiful, unpredictable and untameable nature of life and love.

“Fairytale of New York is a director’s dream – it’s superbly structured story, with characters we’ve not seen before that are truthfully revealed in surprising ways – and it explores love, pain, desire and the reason we should get on with life even when it knocks us on our ass – and it’ll make you laugh while you’re crying and your girlfriend or your wife grab your hand because they are so moved by the story. Its modern and edgy yet charming and will be so beautifully shot and acted.”

- Lee Cleary

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4. THE FILM

Storyline

Sean Driscoll, a charming and cynical Irish stand-up comedian, wanders into a photography gallery whilst on tour in New York City. It is in thisgallerythatSeanfirstmeetsKirsty,thegallery’senigmaticmanager.Inspiredbyasurrealphotographofatrainstation inanunidentifiedlandscape, Sean shares with Kirsty his caustic but perceptive view of life. Unfazed, Kirsty’s heart-stopping wit proves a match for Sean’s pessimism. It is through this exchange that they realise that sometimes life surprises you by introducing someone and something that you would have never expected.

The story jumps forward a year : it is Christmas Eve and Sean, now an inconsolable dishevelled wreck, sits at a bus stop talking with Jack, adrunkendown-and-out.Fromhere,thestoryflashesbackoverthepast year from Christmas Eve to Christmas Eve and takes in Sean and Kirsty’s journey. From a chance meeting, which brought them together, through their fierce and turbulent time together to the secret which tore them apart and then brought them together again for a beautiful and brief moment. The story is sensitive and heartfelt yet the ominous implication of Sean’s present condition hang over the couple’s happiness as the story races towards its inevitable and heart-breaking conclusion.

Kirsty’s Irish-born grandmother passes away shortly after she meets Sean. The pair plan a trip to Ireland to scatter Kirsty’s grandmother’s ashes, when an old photo album reveals Kirsty’s family descend from the same part of the country in which Sean was brought up.

While in Ireland, the couple grow closer together than they would have imagined possible and connect on a level that surprises them both. To both Sean and Kirsty the idea of a life together begins to feel like their future. After an unforgettable night on the beach in front of a beautiful, run down cottage which Sean plans to buy Kirsty, Sean goes into town forbreakfasttofindKirstygone.UnknowntoSean,Kirstywastakeninto hospital while he was gone. She has an acute illness which she has been hiding and, having decided it’s kinder to let Sean go than have him watch her die, she vanishes without an explanation. All that is left is a copy of the surreal photograph which brought them together and now bears the inscription, “I’m sorry”. Heartbroken and confused, Sean returns to the US.

After a few awful months, Sean eventually tracks Kirsty down to a hospital in the US. Their connection is still undeniable and they pick up where they left off. Sean continues to perform his stand up shows whilst taking care of Kirsty and nursing her through her illness. They live a happy and intense life for a couple of months.

The copy of the strange and surreal photograph quietly resonates throughout thestory;endingupon thewallofKirsty’sfinalhospitalroom. Just before Kirsty slips away in Sean’s arms, he asks her for the last time to marry him, she agrees and they sing their favourite song to each other (The Pogues famous Christmas song; Fairytale of New York) in a personal act of marriage, using the room’s brass curtain rod rings as wedding rings. As Sean’s world collapses and he looks at Kirsty for the last time, he takes the photograph and heads out into a New York Christmas Eve.

This is the night he encounters Jack the drunken homeless man and the story catches up in real time to where it began.

The next day, tired and hungover from the night before, Sean is on the train to his next show in another unnamed city, having been convinced by his new companion, Jack, that he must continue living no matter how hard it feels. While on the train, Sean looks out the window and dreams of happy days with Kirsty that pass in a visual blur. Then, unexpectedly, the train pulls up to the train station in the surreal landscape from the photograph.

Inanalteredreality,SeanalightsthetrainonlytofindhimselfbackinIreland, on the beach in front of the cottage which is now fully restored and decorated for Christmas. Kirsty waits from him, radiant and smiling and they embrace before Kirsty backs away and sits staring out to sea.

Confused and disorientated, the sound of steel wheels squealing to a halt and shouting voices wake Sean as he lies across the train tracks in front of the station.

Sean,nowfirmlybackinreality,getsupandwalksdownthetrainaisleonhis way to the show, a close up on his feet as he walks reveals something of the surreal experience at the station; his shoes are wet and covered in sand.

In the final scene, it’s NewYear’s Eve and on stage Sean asks hisaudience how their year has been. A female audience member returns the question to Sean, he contemplates the question a minute before replying, “Too early to tell, I guess,” as he suppresses the tears which threatentooverwhelmandfingershismakeshiftweddingring,“butIthink it’s been a great year.”



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CAST

TheDirectorsareproceedingtoattachahighprofilecastinordertoappealtoawideaudience.TheyhavealreadyattachedtwoaccomplishedactorsfortheleadrolesofSeanandKirstyandareseekingtosecuretwootherhighprofileactorstoappearalongsidethem.

The two lead actors that have been attached, subject to scheduling, are as follows:

KIEFER SUTHERLANDSEAN

As the son of renowned actor Donald Sutherland, Kiefer Sutherland isfromstrongtheatricalstock.Hehashadanimpressivecareerinfilmspanning25yearsandover60filmsincludingStandByMe,LostBoys,Young Guns, A Few Good Men and the award-winning Melancholia. Kiefer has also starred in a number of television series including the acclaimed Golden Globe and Emmy award winning 24; his performance in the lead role of the series saw him awarded with a Golden Globe in 2002. Kiefer recently starred on Broadway in the revival of the Tony and Pulitzer Prize winning play That Championship Season. Kiefer is the star of the new political drama television blockbuster series, Designated Survivor, which is currently airing on ABC in the US, and Netflixthroughout the rest of the world. He is also the star of forthcoming film,Flatliners,asequeltothe1990hitfilmofthesamename.

KATE BOSWORTHKIRSTY

Kate Bosworth rose to fame through her role in John Stockwell’s acclaimed all-girl surf movie Blue Crush (2002) as well as through her portrayal of the iconic Lois Lane in Superman Returns (2006). Within the past two years, Kate has also starred alongside Julianne Moore in the award-winning Still Alice, as well as most recently in Heist (with John DeNiro), Before I wake (with Thomas Jane), Life On The Line (with John Travolta) and 90 Minutes in Heaven (with Hayden Christensen).

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LEE CLEARYDIRECTOR

Lee has honed his directing skills through a career as First Assistant Director over the past 25 years. Leehasworkedon45hugelysuccessfulandcriticallyacclaimedfeaturefilmsalongsidethehighestcalibre of directors, such as Clint Eastwood, Steven Spielberg, Sir Richard Attenborough and Steven Soderbergh. In 2010, Lee was awarded the DGA directing award for The Hurt Locker with director KathrynBigelow.Lee’sfilmographyspans32years,encompassesmorethan100filmsincludingtheX-Men franchise, The Hurt Locker, Valkyrie, The A-Team, Fantastic Four, Out of Africa, Indiana Jones and the Last Crusade and Chaplin.

JEFF MURPHY WRITER

JeffhasenjoyedgreatsuccesswritingfortelevisionandfilmincludingTheConcertPianistwhichwas commissioned by Viva Films to adapt Conrad William’s novel Hank’s Last Ride; a screenplay about Hank Williams funded by Film Agency for Wales; Owen Glyndwr, commissioned by IWC and S4C; and The Nag which was commissioned by Salem Films along with Bantamweight. Jeff was Associate Producer on the documentary Johnny Owen – The Long Journey, which won the Welsh BAFTA winner in 2003 for Best Documentary. Prior to writing professionally, Jeff worked as a musician, songwriter and entertainer.

LISA KATSELAS PRODUCER

Lisa’s past experience in the role of producer includes Richard III, which starred Sir Ian McKellen, AnnetteBeningandRobertDowneyJr.andwasdirectedbyRichardLoncraine.Thefilmreceived2Oscar nominations, Ian McKellen received a Golden Globe nomination for Best Actor, and won for BestCostumeandBestArtDirection.ThefilmalsowontheprestigiousEveningStandardAwardinthe UK for Best British Film and Art Direction. Lisa has also produced Mrs. Dalloway which starred Vanessa Redgrave and Rupert Graves and was directed by Marleen Gorris. In 1998, the Film was oneofthetopfivegrossingindependentfilmsintheUS,wontheprestigiousEveningStandardAwardintheUKforBestAdaptedScreenplayandwaschosenastheopeningnightfilmattheToronto International Film Festival.

KATSELAS FILMS

Katselas Films are a USA based production company developing, producing and co-producing commercialfilm.Thecompanyoffersspecialistservicesinfilmandtelevisionincludingshortform,advertising and series productions for world distribution.

5. EXECUTIVE TEAM



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RAY DAVIESPRODUCER

With over 20 years of experience across production development, sales, servicing and distribution, Ray has sourced and overseen the release of more than 30 titles for the UK commercial DVD market. Ray has worked with a number distribution brands and has been instrumental in the packaging and development of many important projects. As Managing Director at Celtic Media Group, he heads up project development and oversees the international commercial slate.

CHRIS HURLEY PRODUCER

With over 20 years of experience across several levels of entertainment including acting, vocals and composition, Chris’s career has taken him around the globe. Over the last decade, he has built an impressive investment portfolio including communication and property. As Celtic Media Group’s joint Managing Director, alongside Ray Davies, his remit as head of UK business development will present trusted routes to private equity.

CELTIC MEDIA GROUP

CelticMediaGroupareafilmandbroadcastproductioncompanyofferingservicesforcontentandfilmdevelopmentincludingpre-productionandco-production.Withspecialistservicesinfilmandtelevisionformattingandalsowebmediaincludingshortform,advertisingandseriesproductionsfor worldwide distribution. Celtic Media Group boasts a dedicated, highly experienced team of professionals with seasoned partners who are adeptinraisingfinanceforpackagedprojects.

THOMAS SIGEL DIRECTOR OF PHOTOGRAPHY

Thomas is one of the premiere cinematographers in the world. His credits as Director of Photography include: Jack The Giant Killer, Valkyrie, Superman Returns, X-Men, X2, Casino, The Usual Suspects, Apt Pupil, Three Kings, Leatherheads and The Brothers Grimm.

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6. SALES AND DISTRIBUTION STRATEGY

The sales andmarketing of films is a complex process thatwill bemanagedby theProducersof thefilm togetherwith their in-housesales executive and a leading sales agent, who all have the required expertisetobestsellandmarketfilms.

The job of the sales agent is to negotiate with film distributioncompanies ineveryfilmterritoryoftheworld forthebestpricetolicencefilms for release incinema;onDVDandVOD;on television,both premium pay and free-to-air, and on any other distribution platform that exists or will exist in the future.

The sales agent will generate revenues for the Company in two ways; it will licence the film rights to distributors around the world andwill receive a minimum guarantee (advance) which is payable to the Companyuponnoticethatthefilmisavailablefordelivery.Ifthefilmissuccessfully exploited in the various territories then once the minimum guarantee and expenses have been recouped, the distributor will pay the overages (revenues in excess of distribution costs and fees) to the Company which are the pre-contracted share of revenue agreed with every distributor who buys the licence.

In addition to the sales agent, the Company will retain a collection agent for all revenues from licences, including the forensic accounting duties associated with timely and accurate payment of overages.

The Directors believe that the Film will perform strongly in the US, British, European, Latin American and other international markets, due to the subject matter, high production quality and internationally recognisable cast.

Once the pre-sale rights have been determined, projects are then reviewed for potential exploitation revenues from the sale of other ancillary rights such as brand integration, music soundtracks, licenses for toys and merchandise, digital exploitation, government and educational exploitation and spin-offs. It is anticipated that the majority of recoupment will come from minimum guarantees (advances) and, once expenses and the advances have been recouped, from a share of revenues in the sale of cinema tickets and DVDs in every territory (overages). However, where appropriate, the Producers will also provide ecommerce potential for films; interactive gamesand information; music downloads; film ephemera; government andeducational sales.

Sales of licence or distribution rights are agreed with a percentage of the sales price payable on closure of the contract (deposit payment) and the balance being payable on “notification ofdelivery”ofthefilm.Overagesarepayableonceeachphaseofthedistribution cycle is completed and accounted for and distributor has recouped their advance and expenses. Revenues from ancillary rights are paid as royalties.



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Marketing channels

• Sales agents• The Producers, Directors and

Company connections• Press and publicity releases• Film Festivals• Film Markets• Distributors• Social media and viral marketing

Marketing Revenue Streams

• Theatrical – cinema release• DVD rental• DVD sales• Streaming and Video on Demand

(“SVOD” and “VOD”)• Television (free to watch)• Soundtrack sales• Merchandise• Franchising• E-commerce

Key territories

• UK• North America• Western Europe• Eastern Europe• Latin America• Australasia• Japan• Far East

Marketing Strategy

Themarketingofafilmissplitintovariousmarketingmethods,areasandterritories.Allofthesechannelsworksinconjunctionwithoneanother,and timescales between releases in the different media formats and territories are engineered to deliver the greatest revenue streams.

Theidealscenarioforanyfilmisahighprofile,prestigiousandtailoredcinematicreleasewithmasscoverageinthemediaandeffectiveadvertisingwhich leads to increased DVD sales and rentals and improved exploitation potential. However, a cinematic release cannot be guaranteed and alternative sales methods are also planned to include self-distribution theatrical release, DVD distribution and online DVD distribution.

The objective of the marketing campaign is to create a high level of exposure for the Film through various media, including through important social mediaportalslikeFacebook,TwitterandYouTube,withcarefulinformationflowtomaximisetheexposureoftheFilm.Bycreatingabrandloyaltyfromconsumers,filmdistributorswillbeencouragedtobuytherightstotheFilmandtoimplementstrongandeffectivemarketingcampaignsintheir own countries.

Box Office Comparables

FairyTaleofNewYorkwillemulatethestyleofseveralotherverysuccessfulfilms;thestylingalongwithahighproductionquality,experiencedcrewandrecognisablecastwillmaketheProducersconfidentthattheFilmwillshareinthesuccessofsimilartitles.TheBoxOfficerevenuesofaselectionoffeaturefilmswhicharesimilarinstyletoFairyTaleofNewYork,includingforexamplethefollowing:

Film Title Released Worldwide Gross Production Box Office $m Budget $m

Silver Linings Playbook 2012 236 21

The Holiday 2006 205 85

Love Story 1970 136 2

A Family Man 2000 125 60

The Notebook 2004 116 29

The Lake House 2006 114 40

Serendipity 2001 78 78

Sliding Doors 1998 58 6

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7. FINANCIAL INFORMATION

TheultimateaimoftheCompanyistoproduceahigh-qualityfilmthatisfinanciallysuccessful,withtheaddedbenefittoinvestorsofbeingable to claim the EIS tax reliefs.

Fairytale is seeking equity investment of up to £3,600,000 to finance and produce the Film. Fairytale has engaged a very reputable andrespectedProducertomanageallelementsofthefilmproductionprocessincludingthedevelopment,pre-production,productionandpost-production and distribution phases.

A summary of the expected production budget for the film is presented below.

Total Budget £’000

Script rights & development 150

Producer / director fees 700

Cast fees 900

Production expenses 1,450

Publicity 200

Other-includingfinance,legal,insurance&contingency 1,200

4,600

Of the £4,600,000 budget, £1,000,000 will be obtained from a non-repayable Film Tax Credit.



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8. EIS TAX BENEFITS

The Company and its shares have been structured in such a way so astoenableInvestorstoqualifyfortaxbenefitsundertheEnterpriseInvestment Scheme (“EIS”). The Company will operate a qualifying trade under the rules of EIS, for which advance assurance is being sought from HMRC.

Investors in the Company will be able to claim EIS Reliefs on receipt ofEISComplianceCertificates,whichwill be issued to Investorsbythe Directors following each Investment and after approval by HMRC.

EIS is a government backed scheme that provides a range of tax reliefs for investors who subscribe for qualifying shares in qualifying companies.TherearecurrentlyfiveseparateEIStaxreliefs:

Income tax relief

Provided an EIS qualifying investment is held for no less than three years from the date of issue, or until three years from the commencement oftrade,iflater,anindividualwithnomorethana30%interestintheCompany can reduce their income tax liability by an amount equal to30%of theamount invested. Themaximum in respectofwhicha subscriber may obtain income tax relief in any year is £1,000,000. Individuals may elect to treat their subscription for EIS shares, up to their maximum annual allowance, as if made in the previous tax year, thereby carrying back the income tax relief by one year. Thus the net cost to Qualifying Investors is 70 pence in the £1.

CGT exemption

No Capital Gains Tax is payable on the disposal of Qualifying Shares after three years, or three years after the commencement of trade, if later, provided the EIS initial income tax relief was given and not withdrawn on those shares.

Loss relief

If EIS shares are disposed of at any time at a loss (after taking into account income tax relief), such loss may be set against the investor’s capital gains of his/her income in the year of disposal or the previous year. For gains offset against income tax, the net effect is to limit the investmentexposureto42pinthe£1fora40%taxpayerorupto38.5pinthe£1fora45%taxpayer,ifthesharesbecomeofnilvalue.Alternatively, the losses may be offset against Capital Gains Tax at the prevailing rate.

Capital Gains Deferral Relief

Tax on gains realized on a different asset may be deferred, where disposal of that asset was less than 36 months before the EIS investment or less than 12 months after it. Deferral relief is unlimited, in other words, this relief is not limited to investments of £1,000,000 per annum and may also be claimed by investors (individuals or trustees) whose interest in thecompanyexceeds30%. Thiscanbedoneonasequentialorserial basis.

Inheritance tax exemption

EIS investments are generally exempt from Inheritance Tax after two years of holding such an investment. EIS is appropriate for those investors who wish to include in their portfolio some high-risk companies.

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It is intended that the Company will carry on a “qualifying trade” and be a “qualifying company” for the purposes of the EIS rules. Advanced assurancehasbeenobtainedfromHMRCtoconfirmthattheCompanyiscarryingonaqualifyingtradeandthatthesharesareeligibleforthepurposes of the EIS rules. Advanced assurance, once given, is indicative, but is not binding on HMRC.

It should be noted that in order to obtain the above EIS reliefs, broadly the Company must be a “qualifying company” and the Investors must be “qualifying individuals” throughout the ownership of the EIS shares, and the EIS shares must be retained for at least three years from the later of their date of issue or the date of commencement of the Company’s trade.

Investments up to £1,000,000 in EIS qualifying companies within any tax yeararesubjectto30%incometaxrelief provided these investments are held for at least three years. The tax relief is available as and when the money is invested.

30%incometaxrelief Upto45%lossreliefon Taxfreecapitalgains 100%capitalgainstax 100%inheritance disposal of shares at a loss re-investment relief tax relief

Example Example 1 2 3 4

Gross investment £100,000 Gross investment £100,000 £100,000 £100,000 £100,000

Less income tax £30,000 Less income tax £30,000 £30,000 £30,000 £30,000 reliefat30% reliefat30%

Net investment cost £70,000 Net investment cost £70,000 £70,000 £70,000 £70,000

Sale of investment - £100,000 £200,000 £400,000

Gross gain (loss) -£70,000 £30,000 £130,000 £330,000

Credit against £31,500 income tax

Net gain (loss) -£38,500 £30,000 £130,000 £330,000

Maximum exposure -38.5% 42.8% 185.7% 471.4% / net return

SUMMARY OF TAX BENEFITS AVAILABLE TO PRIVATE INDIVIDUALS

This feature significantly improvesthe overall after-tax risk return profileoftheinvestment. Ifa lossis made on any one EIS qualifying company, an investor may offset that loss in that investment against either income or capital gains for tax purposes.

On death investments in EIS companies are fully exempt from Inheritance Tax provided these investments are held for at least two years.

Gains on EIS qualifying companies are exempt from Capital Gains Tax provided these investments are held for at least three years.

If you have made a capital gain that is taxable it can be invested into an EIS and the capital gains tax that was payable will be deferred for the life of the investment.

8. EIS TAX BENEFITS



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9. GENERAL RISK FACTORS

This section contains the material risk factors that the Company believes to be associated with an investment in the Company.

Investors should consider carefully the following factors and other information in this IM before they decide to invest in the Scheme. An investment in the Shares involves risks and investors may lose part or all of their investment.

Any potential investor considering an investment in the Company should consider carefully this IM as a whole and their personal circumstances. It is therefore important that potential investors should seek advice from specialisttaxadvisersandFCA-authorisedindependentfinancialadvisersbefore making any applications for shares.

Please note that the following risk factors are considered by the Directors to be of particular relevance to the Company and should be drawn to the attention of possible investors, but it should be noted that this list is not exhaustive and that other risk factors may apply. It is therefore important that potential investors get advice from their own professional advisers before making any applications for shares.

Risks when investing in shares

Investing in shares is speculative and involves a high degree of risk and should only be made by investors who can afford to lose their entire investment. In addition, there is no guarantee of any return on an investment. If there is a return it is likely that this will vary in amount from time to time. The value of stocks and shares may go down as well as up. Any investment in the Shares should be seen as a medium to long term investment.

As the shares in the Company are unlisted / unquoted on a public market, it is difficult to obtain valuation information and information regardingthe extent of the risk involved. There are often greater risks involved in unquoted shares rather than quoted shares / securities. You may havedifficultysellingthis investmentatareasonablepriceand, insomecircumstances;itmaybedifficulttosellitatanyprice,untilthecompanyissoldorfloatedonastockexchange,asthereisnotareadymarket.

Risks due to operating history past performance and future performance

Thepastperformanceofanyotherfilmmentionedinthisdocument,isnotan indication of future performance. The Company’s actual performance could differ materially from projections. The Company will be operating in a competitive industry where the commercial risks are high. Audience reaction, initial reviews, and public taste cannot be predicted.

Smaller unquoted companies requiring venture capital commonly experience significant changes and carry higher risk than would anInvestment in larger or longer established businesses.

Risks due to income

Any return on the investment is unlikely to be distributed to Investors before the expiry of three years from the closing date of the Offer. As a result of this and the tax rules, investing in the Company should not be seen as a short term investment.

In circumstances where the Company seeks funding from sources other than from the Offer, these may need to be repaid in preference to any payment to investors. This will reduce the amounts of any revenues from the Film available to investors.

Risks due to taxation

Changes in government policy could affect the tax treatment of the Company and any investments. This could have a material effect of the performance of the Company and any investment in the Company.

TobenefitfromEISRelieforEISdeferralrelieftheCompanyisrequiredto carry on the business outlined in this Offer Document during the three year period from the last allotment of shares, or the date of the commencement of trade, if later. The Company fully intends to trade but failure could prejudice the continuing application of the tax relief.

Investors wishing to obtain EIS tax relief must satisfy certain criteria (such as retaining their shares for three years from the date of issue). Failure to meet these requirements will result in the tax relief not applying. Investors are advised to seek professional advice in this respect.

Professional clearance has been requested from HMRC in respect of the qualifying status of the Company for EIS purposes. There is no guarantee that such approval / relief will be obtained. This could have a material effect on the performance of any investment in the Company. Equally, following an Investment in the Company, the Directors cannot guarantee the continued availability of EIS Reliefs, CGT Reliefs, or IHT Relief relating thereto because this depends on the continuing compliance with the requirements of the EIS legislation by the Company.

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9. GENERAL RISK FACTORS

Risks within the film industry

ThefilmindustryisahighrisksectorandthereisasignificantriskthattheCompanymayloseallofitsinvestmentinthefilmasaconsequenceof which the entirety of an investor’s investment may be lost.

Thirdpartiesmaynotenter intodefinitive legaldocumentationwiththeCompanyinrespectofthedistributionandsalesofthefilmandthe Company may be unable to enter into binding arrangements with a distributor or sales agent and this would have a detrimental effect on thefilm’spotentialsuccess.

Thefilm’soverallbudgetmaybeexceededandthesalesforthefilmmay not materialize or reach anticipated levels. There is a risk that the filmmaynotachievewiderelease,inwhichcaseaninvestorcouldlosesome or all of their investment. This risk is though partially mitigated by the pre-sales and distribution contracts secured to date.

Other risks

Many unquoted companies have small management teams and are highly dependent on the skill and commitment of a small number of individuals. The performance of Company may therefore be adversely affected by the departure or unavailability of certain key personnel.

InflationandeconomicriskcouldincreasethecostsofproducingtheFilm.

DeflationcouldreducethevalueofaninvestmentintheCompanyandany return that may be achieved.

If the offer is not fully subscribed there is no guarantee that further funds will be raised through pre-sales, distribution agreements or otherwise.

Force majeure events, which are events beyond the control of a party,includingfire,flood,earthquakeandotheractsofGod,terroristattacks and war may affect a party’s ability to perform its contractual obligations or may lead to the underperformance of the Company.

Risks relating to the EIS

It is possible that an Investor could cease to be entitled to certain of thetaxbenefitsavailableundertheEIS.Forexample,EISReliefs,CGTReliefs and potential IHT Reliefs may be lost if an Investor receives value from the Company (other than a normal dividend), in the period from one year before the issue of Qualifying Shares to the expiry of the EIS Three Year Period.

There is no guarantee as to the timing of the availability of EIS ComplianceCertificatesthatareneededinordertoclaimEISReliefs.

If the amount of an Investor’s Subscription is such that his pro-rata beneficial interest in the Company exceeds 30% of the capital orvoting rights (taking into account the interests of his “associates” as definedunderthelegislation,tomeancertainrelatives(butexcludingsiblings) and business partners) the Investor will be treated as being “connected” to the Company and will not be entitled to EIS Income Tax Relief in respect of an Investment in the Company.

MANAGING AND MITIGATING THE RISKS

As explained above, investment in film production carries a certaindegree of risk, particularly as no one can predict with absolute certainty the success or positive audience response to a completed film.However, the Company is taking advantage of a range of techniques to mitigate against these risks and reduce the level of any potential loss thatmayresultifafilmispoorlyreceivedbytheaudience.

Fairytale Films Limited will adopt a balanced approach to risk and will utilise many of the established and approved techniques for dealing with the risk factors noted above, including the implementation of a rigorousselectionofproductionandfinancialchecksandmeasurestoensure that the production progresses to the approved budget and satisfactorily on schedule. The Film has been appraised and selected foritspotentialprofitability,overallreturnoncapitalemployedandtheperceived level of risk.



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In addition, the Company will operate under very close working relationships with the Producers, Director, and key production personnel of the film, to include the provision and review of dailyshooting progress reports and weekly cost reports in order to properly evaluate the progress of the Film.

The Film has been carefully selected by the Directors as a result of a numberofuniquesellingpointsandisnotconsideredtobeatypicalfilminvestment available to private investors. In particular, it has proven talent (recognisable producers, directors, writers, and actors) attached to it.

The selection process for the Film has incorporated the following contractual approvals and clauses:

1. Approval of a detailed project budget prior to commencement of the project.

2. Detailed pre-production, shooting, and post production schedules will be prepared and approved.

3.Detailedcashflowprojectionswillbepreparedandapproved.

4. Weekly and monthly production meetings will be held via physical attendance or full notes where applicable.

5. Daily or weekly progress reports will be submitted subject to the filming/productionschedules.

6. Bi-weekly cost reports up until delivery of deliverables.

7. Daily rushes will be reviewed for approval / comment.

8.Editorialapprovalsatroughcut,picturelock,finalmixanddub.

9.Marketingofthefilmwillbeplannedandexecutedcarefully,takingfull advantage of viral marketing and social media to achieve the highest possible market penetration.

If the Company is satisfied with the daily progress reports, rushes,andcost reports thencashflowrequirementswillbeauthorisedasrequired. Any problems / issues arising during the production process in terms of budget or schedule would be referred to the Producers for accountability in order to seek a mutually satisfactory resolution without any adverse impact on the budget or quality of content.

In extreme circumstances the Company would have the right to withholdcashflowandworkwithproductiontoreplacetheDirectorif the Director was deemed to be at fault. Insurances have been obtained to assist in ensuring the project deliverables are protected.

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10. INVESTMENT PROCESS

Who can apply?

The investment opportunity is suitable for Relevant Persons who can afford to set aside the invested capital for three or more years.

Minimum and Maximum investment terms

The minimum investment into the Company, via an authorised and regulated Intermediary or direct from a Relevant Person is £25,000. Investments must be made in multiples of £5,000. There is no maximum investment amount.

How to apply

Tobuyshareseithercontactyourfinancialadviser,completetherelevantApplicationForm,callusorwritetous.

Closing date

The provisional closing date of the funds raised will be 30th September 2017.

What documentation will I receive to confirm my investment?

YouwillreceiveasharecertificateconfirmingthenumberofsharespurchasedintheCompanyandthepricepaid.Ifyoutopupyourinvestment,youwillreceiveaseparatesharecertificate.

Transfers and withdrawals

An Investor may not sell, assign or transfer any interest in the Company without the prior written consent of the Company, which cannot be unreasonably withheld.

What information will I receive?

Update reports will be distributed to Investors on an annual basis to monitor the performance of the Company.

TheannualupdatereportswillincorporateCompanyfinancialinformationandacommentaryonmanagementstrategyforthefuture.



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11. DEFINITIONS

The Act The Companies Act 2006

Applicable Laws All relevant UK laws, regulations, rules, rulings and guidelines applicable in the relevant circumstances including those of any governmental or quasi-governmental body

Application Form An application form to invest in the Company EIS completed by an Investor in the format provided by the Company

Associate Employees of, and consultants to, the Company

Board or Directors The board of directors of the Company

CGT UK capital gains tax

CGT Exemption Provided Qualifying Shares in a Qualifying Company are held for a minimum of the EIS Three Year Period and any attributable EIS income tax relief has not been withdrawn no CGT is payable on realised capital gains on disposal of those shares

CGT Reliefs The CGT Exemption and Capital Gains Tax Reinvestment relief

Closing Date 30th September 2017 (which may be extended at the Company’s discretion)

COBS The Conduct of Business Sourcebook contained in the FCA’s Handbook of Rules and Guidance as amended from time to time

The Company Fairytale Films Limited (“Fairytale”). A private limited company incorporated in England and Wales undercompanynumber09916634withregisteredofficesat6thFloor,BlackfriarsHouse,TheParsonage,Manchester, M3 2JA.

EIS The Enterprise Investment Scheme as set out in the Income Tax Act 2007

EIS Deferral Relief Capital gains deferral on reinvestment pursuant to section 150C and Schedule SB of TCGA

EIS Relief lncome tax relief and/or exemption from tax in respect of chargeable gains which is available under current EIS legislation

EIS Three Year Period The period beginning on the date that the Qualifying Shares are issued by the Company and ending three years after that date.

FCA Financial Conduct Authority

FCA Rules the rules contained in the FCA’s Handbook of Rules and Guidance as amended from time to time

FSMA Financial Services and Markets Act 2000

Gross Receipts The aggregate sums, exclusive of VAT, received by the Company from exploitation of the Film and ancillary rights therein after the deduction of distribution fees, commission and other expenses, any payments due to third parties who have provided funds or services in connection with the production, marketing, distribution or exploitation of the Film.

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HMRC Her Majesty’s Revenue & Customs

ITA The Income Tax Act 2007

InformationMemorandum ThisconfidentialInformationMemorandumissuedinrelationtotheCompany

Investment A subscription into the share capital of the Company under the terms of this Information Memorandum

Investors Persons who subscribe for shares pursuant to the Offer.

Investment Agreement an investor’s agreement to be entered into by each Investor, in the terms set out at the back of this Information Memorandum (and attached to the Application Form)

Maximum Investment There is no maximum subscription level.

Minimum Investment £25,000 (or lower if agreed with the Directors)

Non-Readily Realisable Securities Investments which are not Readily Realisable Investments and in which the market is limited or could becomeso;theycanbedifficulttoassesswhatwouldbeapropermarketpriceforthemgiventhereisno secondary market

Offer Document This document

Offer or Offers The arrangements whereby investors will subscribe for ordinary shares in the Company

Qualifying Company A company that meets the requirements for EIS Reliefs as set out in ITA Sections 156-257

Qualifying Shares Newly issued shares in the Company, subscribed for by Investors, that qualify for EIS reliefs

Readily Realisable Investments Shall have the meaning set out in the FCA Rules

Relevant Person Prospective investors who fall within the categories described in the Financial Conduct Authority’s COBS rules to whom this Information Memorandum may be distributed

Shares Ordinary shares of £1.00 each in the capital of the Company

SSIP Self Invested Pension schemes approved pursuant to ICTA 1988.

SSAS Small Self-Administered pension Scheme approved pursuant to ICTA 1988.

Subscription a subscription to the Company pursuant to an Investor’s Agreement, which is invested into shares in the Company

TCGA The Taxation of Chargeable Gains Act 1992 (as amended)

FT/IM/06/2017/005

T: 0845 8358460 E: [email protected]

MANCHESTER • LONDON • KNUTSFORDOber Private Clients is the trading name of Ober Private Clients Limited.

RegisteredinEnglandandWales-CompanyNumber08157042.RegisteredOffice:6thFloor,BlackfriarsHouse,Parsonage,ManchesterM32JA

Ober Private Clients Limited is authorised and regulated by the Financial Conduct Authority. FCA Reference number 706215.

©Ober Private Clients Limited 2017

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