Important Notice

Terms and Conditions of using this site and reading and receiving downloads

Please confirm that you have read and accept the terms and conditions of this website and and documents downloaded from it. To review the terms and conditions please see below.

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Warning

The Highgate Tech Fund is not appropriate for all investors and we, therefore, need to ensure that you are sufficiently aware of the risks and are of a suitable category as defined by the Financial Services and Markets Act to review and invest in the Highgate Tech Fund.

We will be treating you as a sophisticated customer who is experienced in unquoted investments, understands the risks involved and can afford to lose all the money that you invest.  The ‘paperwork’ follows below and we will need you to accept these terms and conditions in order to learn more about the Highgate Tech Fund, notwithstanding whether you invest or not.

• You may only invest on the basis of the Investment Memorandum Labelled Highagte Tech Fund 3 and we will only accept applications which are executed in accordance with the terms and conditions stated therein and submitted on the official application form.  This Investment Memorandum has been issued by Enterprise Private Equity Limited, which is authorised and regulated by the Financial Services Authority.  This Investment Memorandum is a financial promotion in accordance with Section 21 of the Financial Services and Markets Act 2000.  Your attention is drawn to the section headed “Risk Factors” on Page 22 of the Information Memorandum.

• Past performance of the Fund management is no guarantee of future performance.  The value of shares in any investee companies may go down as well as up and Investors may not get back the full amount invested.  Investors should not consider investing unless they can afford a total loss of their investment.  Investments in unquoted shares carry higher risks than investments in quoted shares and involve a degree of risk as well as the opportunity of reward. 

• The companies in which the Fund will invest will have no listing or quotation on any recognised stock exchange, although they may have or acquire a quotation on AIM or PLUS Markets or other trading platform.   Therefore, there may not be a recognised or active market for the shares of investee companies and it may be difficult to sell or realise the investment or obtain reliable information about its value.  Investors should not consider investing funds which are, or may be required during the life of the Fund.

• Investee companies will often be relatively small and highly dependent on the skills of a small group of key executives. 

• Investee companies will often be especially vulnerable to changes in technology, government actions, changes in statute and competitive pressures.  In particular, there may be changes to the EIS legislation which may affect Investor’s tax positions.

• Minority holdings in unquoted investments may be difficult to protect and difficult to realise. The timing of realisations of investments by the Fund cannot therefore be predicted.

• The tax reliefs referred to in this Information Memorandum are those currently applying or expected to apply.   However, Investors should be aware that tax reliefs can change. Their applicability and value will depend upon the individual circumstances of a given Investor, and Investors should seek their own independent professional advice on their particular tax situation and the application of such tax reliefs prior to making an investment in the Fund. 

• It is the intention of the Fund Board and Investment Committee to invest in companies which qualify under the EIS legislation but there is no guarantee that EIS status can be maintained throughout the life of the investment.  Both investee companies and Investors need to comply with the requirements of the EIS legislation in order to maintain EIS Relief and non-compliance may result in the loss or partial claw-back of EIS Relief and potential interest penalties. 

• Shares in companies which qualify under the EIS legislation will normally qualify for Business Property Relief for Inheritance Tax purposes. In order to secure this relief Investors must retain their shareholding in an investee company for a minimum of two years. The Fund Board and Investment Committee intend to invest in companies which qualify for both EIS relief and Business Property Relief. The conditions for the two reliefs are similar but not identical, so in exceptional circumstances an investee company may qualify for one but not both reliefs. The Fund Board and Investment Committee cannot therefore guarantee that every investment will qualify for Business Property Relief.

• In addition, actions taken by an investee company and its board, whether in breach of any undertakings given to the Fund on subscription or otherwise may result in the loss of the investee company’s qualifying status, and the consequent loss of CGT/EIS Reliefs for Investors on that subscription.

• Future government actions and legislation including taxation policy may affect the performance of the Fund and the return to Investors.

• In order to avoid any claw-back of EIS income tax relief, Investors must retain their shareholding in an investee company for a minimum of three years.   Whilst the Fund management will do their best to maintain EIS tax reliefs, this cannot be guaranteed.   The Fund management may dispose of Fund investments within three years where it considers it in the best interests of Investors as a whole to do so, which may result in the loss or partial claw-back of CGT/EIS Relief. IHT shares generally need to be held for a minimum of 2 years and disposal will result in the proceeds falling back into the Estate for IHT assessment if disposed within the 2 year period.

• Following a listing of an investee company’s shares on the London Stock Exchange, Business Property Relief for Inheritance Tax purposes will cease.
  

• EIS qualifying companies are usually at early stages in their development and as such may represent a higher risk than the average company profile invested in by British Venture Capital Association firms.

• To obtain full EIS relief, the Fund must be 100% invested in 24 months and there is no certainty that the Fund Board and Investment Committee will find sufficient opportunities in which to invest the Fund fully in this timescale.

The information given in the Investment Memorandum labelled Highgate Tech Fund 3 is not to be construed as advice relating to legal, taxation or investment matters and prospective investors are recommended to seek your own person financial advice from either your Stockbroker, Bank Manager, Solicitor, Accountant, Independent Financial Adviser or other professional advisers, who should be authorised under the Financial Services and Markets Act 2000.

This Investment Memorandum does not constitute an offer or invitation to subscribe to the Highgate Tech Fund by any person in any jurisdiction outside the United Kingdom and this document and its contents are not for publication or distribution to persons outside the United Kingdom.  It does not constitute an offer to buy or sell or solicitation of another to buy or sell any security or share nor is it a public offering in the United Kingdom.

Enterprise Private Equity Limited, Highgate Associates and their respective officers have taken all reasonable care to ensure that the facts stated in the Investment Memorandum labelled Highgate Tech Fund 3 are true and accurate in all material respects and that there are no other material facts which have been omitted which would make any part of this promotion misleading.