Participation in the Hothouse Club (the “Club”) 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 2000 (“FSMA”) to be sent investment opportunities. We will be treating you as a sophisticated investor who is experienced in unquoted investments, understands the risks involved and can afford to lose all the money that you invest (a “Club Member”).
You may only become a Club Member on the basis of the Club rules (the “Rules”).
Hothouse Brands Limited (“Hothouse”) is not an “Authorised Person” under FSMA. Hothouse has not been, nor will it be, authorised or otherwise approved by the Financial Services Authority (“FSA”).
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 participating in investments of this sort 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 Club 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. Club Members should not consider participating in the Club by way of funds which are, or may be required, by them during the life of the investments.
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 Club Members’ tax positions.
Minority holdings in unquoted investments may be difficult to protect and difficult to realise. The timing of realisations of investments by the Club cannot therefore be predicted.
The tax reliefs referred to in the Presentation are those currently applying or expected to apply. However, Club Members should be aware that tax reliefs can change. Their applicability and value will depend upon the individual circumstances of a given Club Member, and Club Members should seek their own independent professional advice on their particular tax situation and the application of such tax reliefs prior to participating in any investment.
It is the intention of Hothouse to source investments 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 Club Members must retain their shareholding in an investee company for a minimum of two years. It is the intention of Hothouse to source investments 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. Hothouse 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 Club 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 Club investments and the return to Club Members.
In order to avoid any claw– back of EIS income tax relief, Club Members must retain their shareholding in an investee company for a minimum of three years. Whilst the Hothouse management will do their best to maintain EIS tax reliefs, this cannot be guaranteed. The Hothouse management may dispose of Club 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 2years 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.
The information provided by Hothouse is not to be construed as advice relating to legal, taxation or investment matters and prospective investors are recommended to seek theirown personal financial advice from either your Stockbroker, Bank Manager, Solicitor, Accountant, Independent Financial Adviser or other professional advisers, who should be authorised under FSMA.
Hothouse and its respective officers have taken all reasonable care to ensure that the facts stated in the website and other information 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.