Investors must ensure they are fully aware of the risky nature of this type of investment before committing to invest. The taxation notes within these Risk Factors are merely a brief summary and should not be viewed as constituting tax advice. If in any doubt whatsoever, an Investor should not subscribe. It is strongly recommended that Investors seek appropriate independent advice from their financial adviser or other suitably qualified professional adviser. The following risk factors should be considered but it should be noted that these are not exhaustive and not in any particular order of priority.
Potential Investors should be aware that the various Tax Advantages currently available might change in future. This document is based on the understanding of the existing law and HMRC practice as at the date of this document, which may change in the future. Future changes to the tax legislation may adversely affect the performance of the Companies and the returns to the Investor.
1. Fluctuations in value. The value of Investments and income from the same can go down as well as up. If you cannot afford a total loss of your Investment or sums invested in acquiring it, you should not consider subscribing for Shares. It is not intended that any income or capital will be realised by Investors for at least three years. Even then it may be difficult to sell an Investment in the Companies or to obtain accurate information about its worth.
2. Non-Readily Realisable Investments. The Companies are unlisted. You should be aware that there may be difficulty in selling such securities at a reasonable price and, in some circumstances; it may be difficult to sell them at any price. You should not invest unless you have carefully thought about whether you can afford it and whether it is right for you.
3. Management. Unquoted companies typically have small management teams and are highly dependent on the skills and commitment of a small number of individuals. The loss of a key individual can have a significant effect on the Companies' business and the returns on Investment in the Companies.
4. Investment term. Investment in the Companies should not be viewed as a short-term investment and Investors should be prepared to invest for at least five years.
5. Financial Services Compensation Scheme. The Financial Services Compensation Scheme or similar arrangement is not available for claims related to the subscription for, or the performance of, the securities. AllBright, or any receiving agent appointed by it, shall not be liable in the event of an insolvency of any bank with which any funds held or have been deposited nor in the event of any restriction on the ability to withdraw funds from such banks for reasons beyond their control.
6. High risk. Prospective Investors should be aware that an Investment in the Companies involves a high degree of risk. There can be no assurance that an Investor will receive any return of its capital. As a result, a loss of an Investor's entire Investment is possible. All prospective Investors are urged to review carefully and consider the following risks.
RISKS RELATING TO INDUSTRY
7. Market Demand. The detailed financial projections are based on the assumption that the industries in which the Companies are operating are in high demand. If this demand does not fully materialise then it could possibly affect the Companies' profitability and the returns on investment in the Companies.
8. Competition. There are competitors in the market and there is no guarantee that the Companies will continue to have unique selling points or differentiators during the period the Investment is held. The Companies will need to continually re-position themselves to mitigate this risk.
9. Delivery. There is risk associated with delivering projects. The Companies will need to deploy low risk project methodologies to reduce this risk, backed up by appropriate legal provisions.
10. Resource. It may be difficult to recruit or sub-contract the quantity of people with sufficient calibre required to meet the financial projections. This could adversely affect the Companies' profitability.
11. Operating risks. There are risks associated with managing a rapidly growing, emerging business. Even though the Directors may have been through this many times, there is no guarantee that all operating risks will be fully covered. This could adversely affect the Companies' profitability and returns on Investment in the Companies.
11. Tax Advantages and legislation may change. Potential Investors should be aware that any Tax Advantages currently available might change in future. This document is based on the understanding of the existing law and HMRC practice as at the date of this document. Future changes to the tax legislation may adversely affect the performance of the Companies and the return to the Investor.
12. Individual Investor's circumstances. The amount of any tax relief an Investor may gain from an Investment through the Companies depends on the Investor's individual circumstances. Investors are strongly advised to seek professional advice in relation to the taxation implications of their Investment in the Companies.
13. Rates. Rates of tax, tax benefits and allowances described in the Tax Relief Overview are based on current legislation and HMRC practice. These may change from time to time, are not guaranteed and depend on the individuals circumstances.
14. Domicile. References to tax reliefs are made with UK resident taxpayers in mind. It may not be advantageous for persons not resident or ordinarily resident in the UK to invest in EIS or SEIS qualifying companies.
15. Filing. Income tax relief available to Investors is subject to Investors making the proper filing of returns with HMRC within the required timeframe and reliefs may be lost if the necessary steps are not taken.
16. Investor Status. There are circumstances in which an Investor could cease to qualify for the taxation advantages offered by the EIS or SEIS. For example, if an Investor receives value from an Investee Company during the period beginning one year before the Shares in the Investee Company are issued and ending on the conclusion of the Three Year Period. Payment of a normal dividend would not typically be regarded as a receipt of value.
17. Company Status. Whilst AllBright seeks confirmation that Investee Companies raising money under EIS and/or SEIS qualify for EIS and/or SEIS tax relief, ALlBright cannot guarantee that all Investments will qualify and, if they do so initially, that their status will be maintained. A failure to meet the qualifying criteria could result in adverse tax consequences for Investors.
18. Advance Assurance. Although advance assurance will be sought from HMRC that Investee Companies are expected to be EIS or SEIS Qualifying Companies and their activities should qualify under the EIS or SEIS prior to making an Investment, there is no guarantee that the formal EIS claims will be agreed or that such agreement will not be subsequently withdrawn. In those circumstances, Subscription monies will not be returned to Investors. If an Investee Company fails to obtain EIS Qualifying Company status, or if it is subsequently withdrawn, EIS income tax relief and capital gains tax deferral relief would not be available to Investors or could be withdrawn.
19. Relief Continuity. Following an investment in an EIS or SEIS Qualifying Company, the continued availability of EIS or SEIS reliefs to the Investor relating to any individual investment depends on compliance with the requirements of the EIS or SEIS legislation by both the Investor and Investee Company.
20. Relief Timing. The dates on which initial income tax relief, capital gains tax deferral relief and inheritance tax relief relating to investment in EIS or SEIS Qualifying Companies are available will vary depending on the date on which the Investor makes qualifying Investments.
21. Relief Repayment. Where an Investor or an EIS or SEIS Qualifying Company ceases to maintain EIS status in relation to any individual Investment, this could result in Investors being required to repay the income tax relief received on the Investment and interest on the same, a liability to tax on capital gains on a disposal of the Investment and any deferred capital gain crystallising.
22. Early Sale. A sale of Shares in an Investee Company within the Three Year Period will result in some or all of the income tax relief available upon Subscription for those Shares becoming repayable to HMRC and any capital gains on such Shares and any deferred gain being subject to CGT. It is possible for Investors to lose their EIS relief and/or capital gains tax deferral relief and/or Business Property Relief by taking or not taking certain steps. Investors are advised to take appropriate independent professional advice on the tax aspects of their investment.
23. Relief Levels. The levels and bases of reliefs from taxation may change or such reliefs may be withdrawn. The tax reliefs referred to in this document are those currently available and their value depends on the individual circumstances of Investors.
24. Impact of Initial Charges and Costs. There will be various initial charges and set up costs and there will be other ongoing fees and expenses as identified in the detailed financial projections. You should be aware of the fee structure in assessing the returns you can expect from your Investment in the Companies.
25. Exchange rate risk Business costs and revenues may be denominated in a variety of currencies that my differ from the Companies reporting currency. Movements in exchange rates against the Companies reporting currency could adversely impact the Companies profitability and return on Investment in the Companies.
26. Interest payments on debt. The Companies may finance their operations and working capital, in part, by way of debt finance. A rise in interest rates is likely to adversely affect the Companies' profitability and return on Investment in the Companies.
27. Availability of debt funding. Indications received to date are that debt funding for the development of the Companies should be available to the Companies. However the extent, nature, and terms of that financing has not been finally settled or secured in legal documentation. Monies raised under the Offer will be raised to fund working capital and fund a potential acquisition. In the event that any bank selected by the Directors changes the terms on which debt finance is available or withdraws its offer of funding the development of the Companies may be adversely affected and this might impact returns on Investment in the Companies.
28. General Business Risk. In general, financial and operating risks confronting developmental-stage companies, as well as more mature expansion-stage companies are significant.
a. Many early-stage and developmental-stage enterprises go out of business every year. It is difficult to know how companies will grow or develop, if at all, or what changes may occur in the market as it develops.
b. Early-stage and development-stage enterprises often experience unexpected problems in the areas of product development, manufacturing, marketing, financing and general management, which, in some cases, cannot be adequately solved. Such companies may require substantial amounts of financing which may not be available through institutional private placements or the public markets.
29. Quality and/or Lack of Information. Holders of emerging market investments generally have access to less reliable and/or less detailed information, including both general economic data and information concerning the operations, financial results, capitalisation and financial obligations, earning and securities of specific enterprises.
For the purposes of these Risk Factors "Companies" means any and all companies about which information appears on www.allbright.wpengine.com (and associated subdomains) and/or which The AllBright Group Limited introduces to Investors.