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Triple PointEIS Service

InformationMemorandum

28 May 2015

Important information

This Information Memorandum (“Memorandum”), which

constitutes a financial promotion for the purposes of section

21 of the Financial Services and Markets Act 2000 (“FSMA”),

is issued by Triple Point Administration LLP (“TPAL”) which is

authorised and regulated by the Financial Conduct Authority

(“FCA”). This Memorandum does not constitute a prospectus for

the purposes of the Prospectus Rules.

Triple Point (“Triple Point”) is the trading name for the Triple

Point Group which includes the following companies and

associated entities: Triple Point Investment Management LLP

registered in England & Wales no. OC321250, authorised and

regulated by the Financial Conduct Authority no. 456597,

Triple Point Administration LLP registered in England & Wales

no. OC391352 and authorised and regulated by the Financial

Conduct Authority no. 618187, TP Nominees Limited registered

in England & Wales no.07839571, and Triple Point LLP no.

OC310549, all of 18 St. Swithin’s Lane, London, EC4N 8AD, UK.

This Memorandum may be distributed to persons falling within

the following categories of investor:

1 Existing clients of a financial adviser regulated by the

Financial Conduct Authority.

2 Persons who meet the criteria for being a professional client.

3 Persons who qualify as certified high net worth individuals in

accordance with COBS 4.7.7(a).

4 Persons who qualify as certified sophisticated investors

accordance with COBS 4.7.7(b).

5 Persons who qualify as self-certified sophisticated investors in

accordance with COBS 4.7.7(c).

6 Persons who confirm that they will only invest 10% of their

net assets in non-readily realisable securities by signing the

Restricted Investor Statement set out in COBS 4.7.10.

By accepting this Memorandum, the recipient represents and

warrant to TPAL that he is a person who falls within the above

description of persons in respect of whom TPAL has approved

it as a financial promotion. This Memorandum is not to be

disclosed to any other person or used for any other purpose. Any

other person who receives this Information Memorandum should

not rely on its contents.

By applying to the Triple Point EIS Service you are confirming

that you are aware of the risks associated with non-readily

realisable investments. You should read carefully and consider

the risk summary on page 8 and 9. The Triple Point EIS Service

will not be appropriate for all potential investors. You should

seek advice from a financial adviser, authorised and regulated

by the FCA, before deciding whether or not to invest through

the Triple Point EIS Service. This document is not available to

persons outside the United Kingdom and does not constitute an

offer or invitation to invest in any company to any such persons.

We have been advised that the Triple Point EIS Service is a

managed service, which is an Alternative Investment Fund for

the purposes of the Alternative Investment Fund Managers

Directive (“AIFMD”). Triple Point Investment Management

LLP has been appointed as the Alternative Investment Fund

Manager of the Triple Point EIS Service. We have been advised

that the Triple Point EIS Service is also classified as a Retail

Investment Product, that it does not constitute an Unregulated

Collective Investment Scheme under the Financial Services and

Markets Act 2000, and will not be subject to the rules for non-

mainstream pooled investments.

This Memorandum should be read in conjunction with the

Investor Agreement and Application Form. The Triple Point

EIS Service has been designed to meet the needs of high net

worth and or sophisticated investors seeking investments in EIS

qualifying companies and/or inheritance tax relief through stable

investments. You should consider an investment in this service

as a long term investment. Investments in unquoted shares

such as those to be made through the Triple Point EIS Service

may carry higher risks than investments in quoted shares. The

value of your investment through the Triple Point EIS Service

could go down as well as up. Investing in unquoted shares

may expose you to a significant risk of losing all the money

you invest. Furthermore, unquoted securities may be subject

to transfer restrictions and may be difficult to sell. You should

consider carefully the suitability of an investment in small to

medium-sized unquoted companies. Your application will be

subject to your financial adviser certifying that your participation

in the Triple Point EIS Service meets your objectives, that you

have the expertise, experience and knowledge to understand

the risks and that you are able to bear the associated risk

involved in participating in the service. Investors who do not

have financial advisers who will provide this confirmation will

not be able to participate in the Triple Point EIS Service. Please

read the Investment Management Agreement and complete the

Application Form, both of which are included in this document.

Triple Point is covered by the Financial Services Compensation

Scheme. The Financial Services Compensation Scheme can

pay compensation to qualifying investors in the event that

investors have a claim and that Triple Point is unable to meet its

obligations to them up to a maximum amount of £50,000.

It should be noted that laws relating to specific tax incentives

are subject to change, and apply differently to individuals

depending on their circumstances. Potential investors should

seek advice from a qualified tax adviser.

Triple Point has taken all reasonable care to ensure that the facts

stated in this document 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 document

misleading. Triple Point accepts responsibility accordingly.

However, nothing in this Memorandum should be construed as

constituting legal, taxation, investment or other advice.

23 November 2015

Triple Point EIS Service | 1

At Triple Point we focus on providing our investors with simple investments in cash generative businesses. We have provided funding to a range of small businesses over the last ten years, helping them to grow and deliver value for our investors.

Our investment strategy is built around our rigorous investment origination,

execution and management processes. These focus on selecting companies

for funding which meet our key criteria targeting capital security, liquidity, and

transparent exit strategies.

The EIS Service allows you to build a portfolio of investments which meet these

criteria, but from which you can also benefit from the tax incentives of the

Enterprise Investment Scheme.

In this document we have set out a summary for you of the EIS Service, but if you

have any questions please do not hesitate to contact us on 020 7201 8990.

Claire AinsworthManaging Partner

Triple Point Investment Management LLP

Contents

Executive Summary

The Triple Point EIS Service

Tax Benefits

Delivering Results

Risk Summary

Potential Conflicts of Interest

Team

Making an Investment

About Triple Point

02

03

05

07

08

10

12

14

16

The Triple Point EIS Service Simple Investments in Real Assets

2 | Triple Point EIS Service

EIS Investors are eligible for a 30% up front income tax relief.

Tax Relief

30%Investments should qualify for Business Property Relief after two years of trading.

BPR Relief

100%No capital gains tax is payable on uplifts in the value of EIS invstments.

CGT Free

100%

The EIS Service enables a rapid return of capital after the minimum holding period.

OpenThe Triple Point EIS Service is open to new applicants all year round.

Limited LifeCapital gains can be deferred through the lifetime of a qualifying EIS investment.

CGT Deferral

StableThe investments are in good quality companies with a strong underlying business rationale.

SimpleThe Triple Point EIS Service is a managed service which keeps life simple for investors and their advisors.

DiverseShares are typically allotted in a minimum of 2 EIS qualifying companies (advance assurance received).

The Triple Point EIS Service targets high quality and cash generative simple investments which qualify for a number of EIS tax benefits.

Target Criteria

• Target returns £1.10 to £1.15 per share

• Timely exits after 3 years

• Cash generative businesses

Investment Strategy

The simple strategy for the EIS service

has been shaped by our extensive and

successful experience in sourcing and

managing EIS qualifying investments.

We have a diversified pipeline of

opportunities looking for funding.

Timely exit

We work closely with the companies in

which we arrange investment to achieve

an exit for investors following the three

year minimum EIS holding period.

Triple Point has a strong track record of

achieving timely exits for EIS investors.

Funding Criteria

• Predictable and reliable cash flows

• High quality customers and suppliers

• High quality assets in the company

• An attractive prospective valuation

• Qualities that help to reduce the risk of

capital loss

• A viable and realistic exit strategy

Target Sectors

The EIS Service targets a range of sectors

which includes infrastructure, energy and

construction.

For details of the sectors currently being

targeted, please contact Triple Point for

details.

Tax Benefits

• 30% upfront income tax relief

• Tax free gains

• Capital gains tax referral

• Inheritance tax mitigation

As with any investment, an EIS Service

investment carries with it certain risks.

An investment will not be suitable for all

investors. Past performance is no guide to

future performance and you may get back

less than the amount you invested.

EIS investments are illiquid and your

capital is at risk. A summary of the

risks is available on pages 8 to 9.


WelcomeThe Triple Point EIS Service

In recognition of the role private investors can play in supporting small business growth, in 1994 the Government introduced the Enterprise Investment Scheme which provides tax incentives for investors.

The range of tax benefits available include:

30% upfront income tax relief

Tax BenefitsMeeting Your Needs

Investors receive 30% income tax relief

on investments of up to £1million per

tax year, provided the investor holds the

shares for a minimum of three years. All

or part of the investment amount can be

carried back to the previous tax year.

Tax free gains

Any gains realised on the disposal of EIS

qualifying shares are free from capital

gains tax.

Capital gains tax deferral

Investors with liabilities arising from the

sale of an asset can defer capital gains

tax by investing the proceeds in the

Triple Point EIS Service within one year

before and three years after the gain was

realised. When the EIS qualifying shares

are disposed of the deferred capital gain

is brought back into charge at the then

prevailing capital gains tax rate. There

is no minimum or maximum amount of

deferral.

Inheritance tax mitigation

After two years an EIS qualifying

investment should qualify for 100%

business property relief (BPR), which

removes the investment from the estate

of the investor subject to inheritance

tax. Where the EIS investment replaces

another which qualified for BPR and

which together with the EIS investment

was held for at least two of the past

five years, the EIS qualifying investment

should qualify for 100% BPR.


Reduced income tax liability

Deferred Capital Gains Tax

Mitigation against inheritance tax

Tax free growth

30% upfront income tax relief

CGT deferred for the life of the investment

Investments held for 2+ years qualify for BPR

No CGT to pay on increases in value on investments

Investor Tax Benefits

Your need Example of EIS Service solution

Investment Process

Investment Triple Point identifies and screens opportunities introduced by a variety of

sources including corporate finance houses, industry practitioners and those

which are proposed directly by entrepreneurs.

Due Diligence

Business Plan

Negotiation

Approvals

InvestmentCompletion

Monitoring

Valuation and Exit

Investment opportunities which meet our criteria and the strategy of the

relevant fund or service are considered under our due diligence process which

includes corporate and personal background checks, meetings, site visits,

taking up references, and technical, financial and market due diligence.

We work on the business plan with the company, stress testing it, checking

assumptions and reviewing commercial contracts. Our sector and investment

experience is often helpful to the entrepreneur at this stage.

We use internal and external legal support to negotiate the contractual terms

of the investment. We may assist the business in negotiating key commercial

contracts (e.g. construction or power supply contracts).

HMRC advance assurances are obtained for VCT/EIS investments. All investments

are approved by our Investment Committee. If the Investment Committee refers

the proposal back to the Triple Point team responsible for the opportunity, this

process can be repeated until its requirements are met or the deal is rejected.

Once the investment is completed a Triple Point representative joins the Board

as an Investor Director. Our portfolio managers monitor performance by regularly

assessing the business, by reviewing management information, the accounts,

key performance indicators, performance against budget and profit and cash flow

projections.

Investment valuations and exit strategies are reviewed regularly in order to

maximise value on realisation.

Our investment process is built around our expertise and experience. Before we invest, we subject every target investment to stringent and detailed analysis.

The transaction reaches financial close with all the documentation being

finalised and funds deployed into the company.



Over the past decade we have sourced, arranged and managed £350m of VCT and EIS investments.

In line with the key components of the EIS investment strategy, we have a comprehensive track record in arranging exits for investors shortly after the three year EIS holding period has passed.

Innovative FundingCinema Digitisation

In total Triple Point has arranged over

£80m of funding for companies that led

on the deployment, maintenance and

operation of digital equipment at cinemas

in the UK and across Continental Europe.

For investors, this provided an attractive

business opportunity, as digital cinema

conversion and projection was paid for

under the globally recognised Virtual

Print Fee model, through which film

studios paid for the cost of deployment

over a number of years. The majority of

the revenues came from the six major

Hollywood Studios.

Digital Exits in 2015

During 2012 £10m of funding was

provided to five EIS Companies in the

digital cinema sector.

These companies passed their three

year anniversary in May 2015, and six

months later in October 2015 Triple

Point arranged successful exits for all five

companies. This resulted in each company

making distributions to shareholders in

line with their target returns. (Note: final

payments will be made to shareholders

in 2016 of the last 1% of the total

distribution, in each case).

All of the companies will realise between

£1.08 and £1.12 per share, not including

the EIS income tax relief available,

achieving the strategy, timetable and

returns targets set out at launch.

Delivering ResultsOur EIS Track Record

Time to exit

Funds achieving target return

6 months

100%

Digital EIS Achievments

Source: Triple Point (as at October 2015)


This summary is designed to help investors and their advisers understand the principal risks associated with an investment through the Triple Point EIS Service. It is important that you understand these risks before making an investment.

Prospective investors should seek

advice from a qualified financial adviser

to ensure that the Triple Point EIS

Service is suitable for their individual

needs and circumstances.

Tax law may change, as may the legal

and regulatory parameters within

which markets operate. Triple Point

does not advise either on the merits of

this opportunity or on its suitability for

individual investors. This summary does

not set out all the risks associated with

making an investment through the Triple

Point EIS Service.

Risk to Capital

The value of an investment may go down

as well as up and investors may not get

back the amount they invested. Investors

should not consider investing unless they

are able to bear the risk of losing their

entire investment. It is possible that the

targeted returns will not be achieved

when the investments are sold, or that

one or more of the companies in your

portfolio may fail, resulting in your shares

being sold for substantially less than their

original cost, or returning no value at all.

Triple Point will not be liable for any losses

incurred.

Performance

Prospective investors should be aware

that past performance is no guide to

future performance. Any statements made

regarding expected future performance are

projections rather than guarantees. There

is no guarantee that the business strategy

will be achieved. Any fees, charges or

expenses payable will also affect returns.

Investment Risk

Investments in private companies can

involve a higher degree of risk than

investments in larger investment-grade

companies and can result in substantial

losses. The market price of shares may not

fully reflect the underlying net asset value.

Net asset valuations may be derived from

unaudited records and the production of

such valuations may be delayed.

Investments are not as readily realisable

as investments in the shares of companies

listed on the London Stock Exchange.

Investments arranged through the Service

will be illiquid and investors will find it

difficult to realise their investment.

Business Risk

Company performance is dependent on

the quality of customer base and revenue

streams, strength of management and

controls and the value of any assets held

as security. The businesses in which the

EIS Service arranges investment may be

affected by competition, interest rates,

inflation, employment rates and other

macroeconomic factors over which the

investment manager has no control.

Tax Risk

Triple Point cannot provide tax advice.

Investors should seek advice from a

qualified financial or taxation adviser on

the suitability of an investment in the

Triple Point EIS Service.

Triple Point will only arrange investments

through the Triple Point EIS Service into

companies that are reasonably believed to

have EIS qualifying status; however, there

can be no guarantee that a company will

maintain such status.

Tax relief, rates of tax and bases of tax are

subject to change. The tax reliefs described

in this memorandum are based on current

legislation and practice. Interpretation

and the value of tax reliefs depends upon

Risk Summary



the circumstances of the investor. The

availability of business property relief is

assessed by HMRC on a case-by-case basis

based on the circumstances at the time of

death of the investor.

Diversification

Investments may be arranged into a single

company or companies in a single sector.

This limited diversification could increase

the risk for investors.

Reliance on the Investment Manager

Triple Point has been appointed as the

alternative investment manager of the

Triple Point EIS Service. The skills and

expertise of the individuals at Triple Point

will be critical for the performance of the

Triple Point EIS Service and the loss or

impairment of any of those individuals

could have a material adverse impact

on performance. Therefore, success

will depend upon the ability of the

investment manager to identify, source,

select, complete, and monitor appropriate

investments.

Investment Period and Exit

Investors should be aware that the

minimum holding period for an EIS

investment is three years and an EIS

investment cannot be exited before this

date. The three-year holding period starts

on either the date of the most recent

investment into each EIS company or the

date on which the company begins trading,

whichever occurs later.

If an investor wishes to exit from their

investment before the end of the three

year period, the EIS income tax and CGT

reliefs on the investment will be lost. Any

CGT liability deferred as a result of making

the investment will, potentially, be brought

back into charge.

Companies which receive investment from

the Triple Point EIS Service are expected

to generate high quality cash flows. This

may make them an attractive proposition

for sale and there is also the potential for

refinancing. However, there is no assurance

that either a sale or refinancing will be

achieved.

Although there can be no assurance that

investors will be able to dispose of their

shares after the three-year holding period,

Triple Point is committed to ensuring a

timely exit for investors and has a strong

track record in managing such exits for EIS

investors.




In the course of our business, there will be occasions when the interests of one group of investors may potentially conflict with those of another, or, when Triple Point’s interests may conflict with those of investors.

How We Manage Conflicts

We take our responsibility to manage

conflicts very seriously, in particular to

ensure that all investors are treated fairly.

We have in place procedures to identify,

manage, and mitigate conflicts which

include independent consideration of the

interests of all parties.

Our policy sets out the organisational and

administrative arrangements that Triple

Point maintains to manage such conflicts.

A copy of our conflicts policy is available

on request. All staff receive training about

conflicts, and conflicts are considered by

Triple Point’s Conflicts Committee.

Information is provided below on the

types of conflicts that may arise. It is

worth remembering that whilst conflicts

must be checked and managed when they

arise, the circumstances that give rise to

potential conflicts can often result from

arrangements that also present advantages

to investors.

Co-investment

In some cases opportunities arise

which either can, or sometimes require,

the blending of capital from different

sources. This could result in a conflict

between Triple Point’s responsibilities to

EIS investors, and its responsibilities to

other investors and it is further possible

that there could be conflicts between

one group of investors and another.

Co-investment widens the pool of

opportunities available to EIS investors and

we seek to ensure that all interests are

properly and fairly represented on an ‘arms

length basis.’

Services Provision

In some circumstances services provided

to the EIS companies can be provided by

other members of the Triple Point Group.

Examples are administrative support

services. Such services may be provided

by third parties or by a Triple Point Group

related provider, where there are cost

and quality benefits which justify the

appointment.

Potential Conflicts of Interest How We Manage Them


Triple Point Stakes and Wider Business Relationships

Triple Point and its partners and staff

have developed, or acquired, interests in

some of the trading platforms and other

businesses that transact with, and provide

support services to, the companies into

which investments are arranged through

the EIS Service.

Whilst Triple Point’s support or affiliation

with such counterparties can help to grow

business opportunities for the EIS Service,

or provide operational benefits, such

interactions can also give rise to potential

conflicts of interest.

Ongoing Business Management

In performing its role in overseeing the

trading companies in which investments

are arranged through the EIS Service, Triple

Point makes recommendations on matters

such as where to deploy capital between

underlying trading businesses.

Whilst the investment strategy provides

guidelines there remains the possibility

of conflicts of interest where choosing

between different options. Triple Point

adopts an approach designed to promote

the long term interests of those investing

through the EIS Service, whilst at its core

ensuring that decisions are fair to all

investors.

Identify Manage Mitigate


Claire Ainsworth

Managing Partner, Chief

Investment Officer

• Managing Partner, Chief

Investment Officer, and

Chairman of the Investment

Committee

• Eight years’ venture capital

investment experience

• 31 years’ industry experience,

including 16 years in

structured finance at Deutsche

Bank where she was Managing

Director and involved in

transactions totalling £10

billion

• BA in Law from the University

of Oxford

Ben Beaton

Partner, Head of Investment



• Four years’ hydro-electric

power investment experience

and led the sourcing and

negotiating of a broad

spectrum of investments

including £80m in the cinema

digitisation sector

• BSc in Biological Sciences

from the University of

Edinburgh

Bryan Curel

Partner and Legal Counsel

• 26 years’ asset finance

experience

• Nine years’ experience as

Founding Partner of CBY

Solicitors

• Nine years’ experience as

the Head of the Technology

Finance legal team and a

Director at Kleinwort Benson

(later Dresdner Kleinwort

Wasserstein)

Ian McLennan

Partner



• 27 years’ investment industry

experience with global players

such as UBS AG & Brevan

Howard

• Led the sourcing and

negotiating of over £75m in

the renewable energy sector

• First class Accountancy degree

from the University of Glasgow

and CFA Charterholder since

1991

Our Investment Management Team includes individuals with significant experience in private equity, stock market investment, asset finance, infrastructure finance, leasing, public sector financing, and business management.

Our Team Combining Diverse Experience


Max Shenkman

Investment Manager

• Joined Triple Point in 2011

• Has worked on investments

across our product range.

• Has nine years’ combined

experience in corporate

finance, consultancy and

venture capital

• Was previously a corporate

finance associate at Lazard.

• Graduated from the University

of Edinburgh.

Alexandra Tucker

Investment Manager

• Joined Triple Point in 2008 and

is a member of the investment

team.

• Has worked on a range

of investments including

hydroelectric power, landfill

gas and anaerobic digestion.

• Has an MA in Business

Studies from the University of

Edinburgh and the University

of British Colombia.

Charlie Von Schmieder

Investment Manager


and is a member of the energy

team with a focus on the

sector.

• Graduated from Trinity College

Dublin with a BA in Science of

Materials

• Holds an MBA with distinction

from INSEAD.


Oliver Scutt

In House Solicitor


• Six years’ experience as a

qualified solicitor with a

particular focus on the venture

capital and private equity

sectors.

• Trained at and has private

practice experience with

Pinsent Masons LLP.

• A member of our in-house

legal team.

• Has a GDL and LPC in Law

from BPP and is an English

Literature graduate from the

University of Durham.

Applications should be submitted through an authorised financial adviser. We will send you a letter confirming we have received your application once it has been accepted.

Applications will only be accepted

on the basis of the Information

Memorandum and Investor Agreement

and Application Form, where more

information about the Service is

available.

Portfolio Construction

• The Triple Point EIS Service aims to

allot shares in EIS qualifying companies

within six months of investors joining

the Service.

• Funds are typically invested into at

least two companies, however it is

likely that portfolios will have a high

degree of concentration.

• We will write to you to confirm when

your money has been invested and

when you can expect to receive the

EIS3 form which will allow you to claim

Income Tax Relief.

• As a Managed Service, your shares

will be registered in the name of TP

Nominees Limited, as your custodian

and nominee. This means you will not

receive a share certificate.

Claiming Tax Relief

Investments must trade for four months

before an application can be made to

HMRC for the EIS3 certificate, which

allows investors to claim their tax relief.

Investors will receive one EIS3 form for

each company in which their money is

invested.

Ongoing Investor Support

The EIS Service publishes reports every

six months. These are as at 30 June and

31 December and are sent to investors in

February and August each year.

Our dedicated Investor Support Team is

always available to answer your questions.

Making an Investment


Investment AmountsMinimum Investment

Maximum investment in any one tax year eligible for EIS income tax relief

£25,000

£1m

Triple Point EIS Status

• A managed service.

• Alternative Investment Fund for

the purposes of the Alternative

Investment Fund Managers Directive.

• Triple Point Investment Management

LLP is the Alternative Investment

Fund Manager.

• It is not an HMRC approved EIS Fund.

Financial Advice

We can facilitate initial adviser

charging. Ongoing adviser fees

cannot be facilitated.

Fees and ChargesInitial charge

Annual charge

Each EIS qualifying company also incurs annual administration costs

estimated at approximately £10,000 each year. This includes fees for the

independent directors of the EIS company and accountancy services.

2.5%

2.25% of NAV


EIS companies funded

29

Funds raised by Triple Point

£550M+Years’ experience

10 +

EIS fundraising

£100M+

Investment PhilosophyHonest relationship to risk, focused on capital preservation and growth while maintaining liquidity

Investment OpportunitiesDiverse experience from high grade counterparties to UK SMEs

Efficient AdministrationTriple Point’s in-house team

Investment Led

Private InvestmentSpecialists

We focus on relationships

About Triple Point

18 St. Swithin’s Lane

London EC4N 8AD

Adviser and Investor Enquiries

020 7201 8990

[email protected]

Triple Point is the trading name for the Triple Point Group which includes the following companies and associated entities: Triple Point Investment Management LLP registered in England &

Wales no. OC321250, authorised and regulated by the Financial Conduct Authority no. 456597, Triple Point Administration LLP registered in England & Wales no. OC391352 and authorised

and regulated by the Financial Conduct Authority no. 618187, and TP Nominees Limited registered in England & Wales no.07839571, all of 18 St. Swithin’s Lane, London, EC4N 8AD, UK

www.triplepoint.co.uk

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