RLC Ventures

2018 / 2019 Tax Year

A Guideto
The Enterprise Investment Scheme(EIS)
And
The Seed Enterprise
Investment Scheme(SEIS)

Produced in Association with the EISA

(The Enterprise Investment Scheme Association)
 FOREWORD FROM CEO
Dear Investor,

At RLCVentures we back extraordinary founders in early-stage and scalable tech businesses that will
shape the future. UK taxpayers are offered tax benefits for investing in such companies through the
Enterprise Investment Scheme (EIS) and Seed Enterprise InvestmentScheme (SEIS).

This guide, produced by RLCVentures & Enterprise Investment Scheme Association (EISA), gives you
more details of each scheme and the range of benefits available to our SEIS/EIS fund investors.

Please note that the availability of any tax relief, including EIS and SEIS, depends on the individual
circumstances of each investor and the company concerned, and may be subject to change in the
future. If you have any questions regarding the availability of tax relief or the tax treatment of your
investment, you should obtain independent tax advice before proceeding with your investment.

Sincerely,

Reece Chowdhry

Founder & CEO

 EIS & SEISGUIDE

Contents
Foreword 4
An Introduction to EIS& SEIS 5
Why There are 3Winners with EIS& SEIS 6
What is the Difference Between EIS& SEIS? 7
Investor Tax Benefits - EIS& SEIS 8
Tax Summary 9
Income Tax Relief Example 10
CGTFreedom Examples 10
CGTDeferral Relief & Reinvestment Relief Examples 11
Loss Relief Example 12
Business Relief (Inheritance Tax) Example 13
How to Invest in EIS 14
Investing in EIS- The Importance of Diversification 15
Recent Changes - Knowledge Intensive Companies 16
The Fundamentals of Risk in EIS 17
Advance Assurance 17
Risk & Diversification as part of a Portfolio 18
Investment Process & Claiming Tax Relief 19
An Example EISInvestment Journey 20
Exit Options 21
Staying on Top of EISInvestments 22

DISCLAIMER
The EIS Association Ltd (EISA) is a limited company registered in England and Wales (Registration number 02480430)
and registered at 1 London Bridge, London, SE19BG. Professional Cloud Publishing Ltd is a limited company registered
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graphics and any other materials in this document are owned by or licensed to the EISA and Professional Cloud
Publishing Ltd. No part of this document may be copied, reproduced, distributed or retransmitted in electronic or
other media without prior written permission from the EISA or Professional Cloud Publishing Ltd.

The content of this document is provided as an information guide only and neither the EISA and /or Professional
Cloud Publishing Ltd are responsible for any consequences arising out of the use of or reliance on this information,
and do not accept any liability for any loss incurred. In particular, this document does not constitute specific legal or
business advice nor should it be taken as such. Parties in need of such advice are urged to consult their legal advisers,
accountants or other professional advisers.
VA011
9

©Copyright Professional CloudPublishing Ltd, 2019

03
 Foreword
Can you tell me a Government backed investment scheme that has lasted 25 years, has 5 generous tax reliefs, raised over £18bn and
helped over 27,000 businesses? That EIShas not only survived notoriously fickle Governments during that time but has gone on to help
some of Britain’s biggest and brightest companies get started is a testament to EIS’simportance in the equity funding landscape for SMEs.

More recently, with the Chancellor reiterating that SMEs “are the champions of small businesses and the entrepreneur”, it seems more
and more people are slowly coming to realise what we in the EISindustry have known for years - that SMEs and entrepreneurs are the
lifeblood of theUK economy.

There is clear evidence that young and innovative enterprises contribute substantially to economic growth and job creation and that
EISfills a niche that allows necessary capital to reach some of the least developed and most unexploited areas. And the good news
for investors is that there is a seemingly endless supply of high quality businesses to support. Not only are there more small businesses
than ever before but also more small businesses with the appetite and desire to scale up and grow quickly.

The aim of this guide is to empower you with the knowledge you will need to invest in EISqualifying companies confidently and
competently. You will get informed opinion on the relevant issues that we believe you face when investing in this area so we hope you
find the guide both useful and informative.

An EISinvestment constitutes an investment into innovative, growth pursuing, businesses. What reasonable investor doesn’t want to
support small UK businesses with bright ideas and the credentials to grow to be a productive, market leading business not just in the
UK but globally and to have the opportunity to share in that success?

Mark Brownridge
Mark Brownridge
Director General
The Enterprise Investment Scheme Association (EISA)

Please note that this guide is for general information purposes only. Professional advice should always be taken.

About the EISAssociation

EISAis a highly effective not for profit organisation which exists to aid the provision of capital to UK small and medium-sized
enterprises (SMEs) through the Enterprise Investment Scheme (EIS) and the Seed Enterprise Investment Scheme(SEIS).

EISAworks closely with HM Treasury, HM Revenue and Customs, Government Ministers, MPs and the FCA to enhance the EISand
promote the benefits of the scheme to investors and companies using EIS/SEISand their respective advisers.

EISApolicy engagement in recent years has been followed by changes to rules and legislation including:

• Increase in EISincome tax relief from 20% to30%.

• Relaxation of income tax carry-back, permitting investment at any time in a tax year.
• Removal of loss relief cap of £50,000 for investors in EIS.
• Increase in the annual cap for investment into an EISqualifying company from £2m to £5m.
• Increase in the gross assets limit for companies eligible for EISinvestment from £7m to £15m pre new money.
• Increase in the maximum number of employees allowed in an EISqualifying company from 50 to 250.
• Increase in limits for KnowledgeIntensive companies.

Professional Cloud Publishing Ltd

This guide is powered by Professional Cloud Publishing –Innovative Publishing Solutions.
Professional Cloud Publishing is developing a range of innovative publishing and marketing solutions that utilise a powerful
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04
 EEISS&&SSEEISS
GGUUIDDEE

An Introduction to EIS & SEIS

The Enterprise Investment Scheme (EIS) is a long established government scheme that aims to encourage investment in smaller
companies, by providing valuable tax benefits to investors who subscribe to qualifying shares in EIS companies.

The Seed Enterprise Investment Scheme (SEIS), was introduced in 2011, to run alongside the EIS. Both EISand SEISserve the
same essential purpose, the main difference being that the SEISis targeted at companies that are generally at an earlier stage in
their development than EIScompanies.

EIShas delivered around £18bn in funding since its launch in 1994, helping around 27,000 businesses to take root. By incubating
early-stage and pre-profit companies, the model has played a vital role in maintaining the UK’s efforts to produceinnovative and in
some cases world-leading firms.

Both EIS and SEIS encourage early-stage investment into smaller and younger UK companies that show high promise and growth
potential, by using investor money, to help finance expansion and development. In exchange for providing capital, investors are
granted a variety of generous tax reliefs by the UK government. This helps investors mitigate the investment risks and enhance the
returns that can be generated from investing in growingUKcompanies.

With the government closing many tax “loopholes”, it is important to note that both the EIS and SEIS are non-aggressive schemes
which the government continues to support. This is because by investing in EIS and SEIS, investors are actually helping both small
businesses and the economy - this is highlighted on page 6.

For simplicity, in this guide, references to EIS can be taken to mean both EIS and SEIS, unless the context indicates otherwise.

05
 Why there are 3 Winners with EIS & SEIS
Winner 1 – TheInvestor
By investing in EISand therefore helping small UK businesses, it is only right that the investor
should benefit from their investment. Some of the ways investors can benefit include:
• yBinvesting in small promising companies, investors can benefit from significant potential
investment returns.

• nUlikeinvestors in many traditional investments, many EISinvestors benefit from a closer relationship to the
company they invest in.

• vIenstorsbenefit from the many valuable tax reliefs available. These can reduce the risk of investing in a
smaller company and also enhance overall returns.

Winner 2 – TheCompany
Over recent years, it has become increasingly difficult for small businesses to obtain traditional
finance. Tougher lending criteria, less support from banks and general restrictions on other
forms of finance mean that, however good the company, it can sometimes be exceptionally
challenging to raise funds.

EISprovide British businesses with an alternative way to fund their business. The funds raised can be used to help
with most aspects of development, such as the creation of new business opportunities, product launches and entry
into new markets.

The EIShas been responsible for the success of many businesses - both small and well known.

Winner 3 – TheCountry
The benefits EISprovide the UK economy and the country as a whole, is the main reason the
government provides the tax benefits. Surprisingly, these benefits are often forgotten by many
people. Some of the benefits include:

• Raising Income Tax and National Insurance from EIScompanyemployees.

• Corporation Tax, VAT and other duties from EIScompanies, also contribute to the Treasury.
• Helping the economy grow.
• eHlping create new Britishbusinesses.
• Creating new employment opportunities.

06
 EIS & SEISGUIDE

What is the Difference Between EIS & SEIS?

EIS and SEISare very similar in many respects, but there are some important differences.

EISand SEISserve the same essential purpose – to be a conduit for early stage investment into high growth potential, smaller and
younger UK companies, where there is widely regarded to be a ‘finance gap’, meaning many promising businesses can struggle
to obtain growth funding.

The key difference between the two is that SEISis explicitly targeted at start-ups and very early stage companies, while EIScan be
used by larger and more mature companies – though these are still relatively small and young in the context of the business and
corporate landscape in the UK.

SEISfunding criteria for companies

Fewer than25 Trading for lessthan Gross assets valued No previous investmentfrom
employees. 2 years. at no more than a Venture Capital Trust or
£200,000. under EIS. Subject to theSEIS
funding limit of £150,000.

The comparable requirements forEIS

Fewer than Trading for less than 7 Gross assets valued at Maximum lifetime amountthat
250 employees or years or for less than 10 no more than£15m. can be raised under SEIS, EIS
500employees years for ‘Knowledge and Venture Capital Trustsis
for‘Knowledge Intensive’ companies £12m or £20m for ‘Knowledge
Intensive’ companies. - typically those with Intensive’ companies.
high research and
development costs /
requirements.

A summary of the main tax benefits for EIS and SEIScan be found on the next page.

07
 Investor Tax Benefits - EIS & SEIS

EIS SEIS
30%
RELIEF
50%
RELIEF

30% Initial Income Tax Relief 50% Initial Income Tax Relief
Effective net cash outlay of 70p in the £ Effective net cash outlay of 50p in the £

CGTFreedom CGTFreedom
No Capital Gains Tax to pay on any EIS No Capital Gains Tax to pay on any SEIS
gains after 3years gains after 3years

CGT Deferral Relief CGT Reinvestment Relief

Potential unlimited indefinate Potential exemption of an existing CGT bill
deferral of an existing CGT bill on 50% of the gain, to the extent reinvested

Loss Relief Loss Relief

Maximum exposure of 38.5p in the £ Maximum exposure of27.5p in the £ for
for a 45% Income Taxpayer a 45% Income Tax payer (or 13.5% if CGT
Reinvestment Relief claimed)

Business Relief Business Relief

Potential Inheritance tax saving of 40p in Potential Inheritance tax saving of 40p in
the £ after 2years the £ after 2years

The above is only a simple summary. Further details on EIS and SEIStaxation are covered elsewhere in thisguide.

08
 EIS & SEISGUIDE

Tax Summary
Although the tax reliefs provided to investors by EISare very generous, as the EISis a government scheme, it is not considered an
aggressive tax planning strategy.The tax benefits are provided under current legislation, in order to encourage investment - see page 6.
The tax reliefs availableto investors in companies qualifying under the EISand SEISare summarised below:

1o.mIencTaxRelief (EIS & SEIS)

— EIS- An individual can reduce their Income Taxliability by up to 30% of the amount invested in qualifying EISshares.
— SEIS- An individual can reduce their Income Taxliability by up to 50% of the amount invested in qualifying SEISshares.
— EIS& SEIS- A qualifying investment must be held for no less than 3 years from the date of issue (EIS& SEIS),or for 3years from
commencement of trade if later(EIS),to avoid Income Taxrelief being withdrawn.
— EIS- There is no minimum subscription per company and the maximum investment in respect of which an investormay obtain
Income Taxrelief in any tax year is £1m.The maximum is £2m for Knowledge Intensive Companies - see page 16.
— SEIS- There is no minimum subscription per company and the maximum investment in respect of which an investor mayobtain
Income Taxrelief in anytax year is £100,000.
— EIS& SEIS- “Carry Back” - Individuals may elect for their subscription for shares (up to their maximum annual allowance) to be
treated as if made in the previous tax year, thereby effectively carrying Income Taxrelief back 1 year. This means that with EIS,
up to £2m can be invested of which £1m can be applied to the previous tax year. With SEISup to £200,000 can be invested, of
which £100,000 can be applied to the previous taxyear.
— EIS& SEIS- Income Taxrelief is limited to the amount which reducesthe individual’s Income Taxliability for the year to ‘nil’.

2G.TCFreedom(EIS & SEIS)

— No Capital Gains Taxis payable on the disposal of shares after 3 years, or 3 years after commencement of trade, if later, provided
the initial Income Taxrelief was given and not withdrawn on those shares.The sharescan be held for much longer, thus providing
the potential for any CGTfree gain to accrue over a longer period.

3G.TCDeferralRelief(EIS)
— By investing in an EIS,where an investor disposes of an asset that gives rise to a capital gain, the capital gains realised can be
deferred for aslong asthe EISqualifying sharesare held. The disposal of the asset that generated the gain being deferred, must
have happened less than 36 months before the date of the issue of sharesin the EISinvestment or, less than 12months after the
disposal.
— Deferral relief is unlimited, in other words, this relief is not limited to investmentsof £1m per annum and can also be claimed by
investors whose interest in the company exceeds 30%.

4. CGTReinvestment Relief(SEIS)
— Byinvesting in anSEIS,where an investordisposes of an assetthat gives riseto a capitalgain, ReinvestmentRelief of 50% of the gain
reinvested is available.Eligibilityfor this relief follows that of the IncomeTaxrelief. The disposalof the assetthat generated the gain
being deferred, must be in the sameyear asthe IncomeTaxclaim.
— Reinvestmentrelief islimited, to £100,000 in a tax year.

5o.ssLRelief(EIS & SEIS)

— EIS& SEIS- If EISsharesare disposed of at any time at a loss (after taking into account Income Taxrelief), such loss can be set
against the investor’s capital gains, or income in the year of disposal or the previous year.
— EIS- For lossesoffset against income, the net effect is to limit the investment exposure to 38.5p in the £1 for a 45%tax payer, if the
shareswere to become totallyworthless.
— SEIS- For losses offset against income, the net effect is to limit the investment exposure to 27.5p in the £1 for a 45% tax payer, if
the shares were to become totally worthless. This can be reduced by up to a further 14p in the £1 if CGTReinvestment Relief is
claimed, limiting the investment exposure to 13.5pin the £1.
— EIS& SEIS- Alternatively, the losses can be carried forward and offset against future capital gains at the prevailing rate.

6u.sinBessRelief – InheritanceTax‘IHT’(EIS& SEIS)

— Sharesin qualifying companieswill generally qualify for Business Relief for Inheritance Taxpurposes at rates of up to 100% after 2
years of holding the investment. This means any liability for InheritanceTaxis reduced or eliminated in respect of such shares.
There are a number of criteria that EIS and SEIScompanies need to meet, in order to be a qualifying investment. These criteria
are beyond the scope of this guide. Professional advice should always be taken.

09
 Income Tax Relief Example
If an EIS qualifying investment is held for at least 3 years from the date of issue of the shares, or 3 years from commencement of trade
(if later) an individual who holds no more than a 30% interest in the company (passes 30% Interest Test) can reduce their Income Tax
liability by up to 30% of the amount invested. In the same circumstances, with an SEIS, they can reduce their Income Tax liability by
up to 50%.

There is no minimum subscription and the maximum investment in EISqualifying shares which qualify for EISIncome Tax relief is
£1m in the current tax year. The maximum is increased to £2m for Knowledge Intensive companies (see page 16). Themaximum
investment in SEISqualifying shares which qualify for SEISIncome Tax relief is £100,000 in the current taxyear.

Tax relief is offset in the appropriate year of claim, up to a maximum of the investor’s Income Tax liability. In other words, initial
Income Tax relief can reduce an investor’s tax bill to nil.

Investors may elect for subscriptions to be treated as if they were made in the previous tax year, provided their total claim, including
any amount already subscribed for in the previous tax year, does not exceeded the annual limits for the tax year in question. So for
example, an investor who had made no EISinvestment in a tax year can make EISsubscriptions of up to £2m in the following tax year
and elect to carry back £1m to the previous tax year to claim Income Tax relief.

Income Tax relief is available to individuals (counting spouses and civil partners separately) for the entire amount subscribedfor
eligible qualifying companyshares.

This relief is usually passed to the Investor in the form of a tax rebate or via an adjustment in their PAYEcode. The relief can only be
claimed once the investor has received Form EIS3 or SEIS3 from the company.

Example - A higher rate tax payer invests £100,000 in an EIS and an SEIS

EIS SEIS
Gross Total Initial Investment £100,000 £100,000
LessIncomeTaxRelief @30% or 50% (£30,000) (£50,000)

Net Cost ofInvestment £70,000 £50,000

CGT (Capital Gains Tax) Freedom Example

There is no CGT payable on gains in respect of Investments made in an EISor SEISCompany (on which EIS/ SEISIncome Tax Relief
has been obtained and not withdrawn) where the Investments have been held until the later of 3 years from the date of subscription
(EIS & SEIS), or from the date of commencement of the Company’s trade (EIS). EISor SEISIncome Tax relief must be granted on
shares in order to qualify for CGT Relief on disposal. If full Income Tax Relief is not retained, then partial CGT Relief on disposal may
be available.

Example - A higher rate tax payer invests £100,000 in an EIS and an SEIS - each investment is sold
for £160,000 after3 years
EIS SEIS
Gross Total Initial Investment £100,000 £100,000
LessIncomeTaxRelief @30% or 50% (£30,000) (£50,000)

Net Cost ofInvestment £70,000 £50,000

Hypothethical Value of Investment after 3years* £160,000 £160,000

Tax Free Gain £60,000 £60,000

TotalTaxFreeReturn to Investor £90,000 £110,000

(Tax free gain of £60,000plus Income Tax relief)

*The hypothetical values are for illustration purposes only.

10
 EIS & SEISGUIDE

CGT Deferral Relief & Reinvestment ReliefExamples

With EIS,CGT on gains realised on different assets can be deferred if an investor invests their gain into EISqualifying shares. To receive
this relief the investor must subscribe for EISshares during the period 1year before or 3 years after selling or disposing of their assetsthat
generated the gain being deferred - i.e. gains made 3 years before or 1 year after the date of the EISinvestment can be deferred. It is not
necessary to claim EIS Income Taxrelief to obtain deferral relief. Deferral relief is unlimited and can also be claimed by investors (individuals
or trustees)whose interest in the company does not fail the 30% tests.

If the sharesagainst which the gains are deferred are held until death, the deferred gain is never chargeable, so the deferral is indefinite.

There are various circumstances in which a chargeable event may occur relating to deferred gain resulting in the gains, becoming
chargeable. Individuals and trusteesshould seek advice about the events which could trigger the withdrawal of relief.

With SEIS,investors can benefit from Reinvestment Relief on 50% of the gain realised from assets. The investor must claim relief against
a gain in the sameyear asIncome Tax. Unlike EIS,where the gains are deferred, with Reinvestment Relief,the 50% tax on gains does not
become repayable in the future.

Worked Example
A higher rate tax payer has a £300,000 capital gain on the disposal of a second home. The investorhas alreadyused their full annual CGT
allowance. They invest £100,000 in an EISand £100,000 in an SEIS.The amount of the gain that can be deferred has no maximum and
is limited only by the amount subscribed for eligible shares in an EISqualifying company. Gains may be deferred until the EISqualifying
shares are disposed of or, if earlier, when other events trigger withdrawal of the deferral relief. Once the shares in the EISCompany have
been sold, the deferred gain will fall back into charge to CGTin the year of disposal. With the SEIS,ReinvestmentRelief is available on 50%
of the gains and this is not repayable, providing Income Taxrelief is not withdrawn.

The example assumesthe investor is liable to “CGT” at the rate of 28%,which is the higher rate of CGTon the sale of residential property
that is notthe main residence.

Example - £100,000 capital gain invested into an EISand an SEIS,and Income Taxrelief is also claimed
EIS SEIS
Initial Investment £100,000 £100,000
LessIncomeTaxRelief @30% or 50% (£30,000) (£50,000)

Capital Gains DeferralRelief

(£28,000) –
(assuming CGTat28%)
Reinvestment Relief (assumingCGTat 28%) – (£14,000)

Net Cost to Investor £42,000 £36,000

Shares Sold - Hypothetical Value*

Hypothetical SaleValue £160,000 £160,000

Capital Gain £60,000 £60,000

Chargeable Capital Gain (tax free if held for

£0 £0
more than3 years)
Deferred Gain BecomesChargeable £100,000 -
Taxpayable on deferred gain at 28% (£28,000)
Nothingis payable with
Reinvestment Relief

Value ofEISdeferral relief Capital gains tax of £28,000 has been

deferred. This can potentiallybe deferred
again in new EISor by for example using –
future CGTallowancesetc.

Net Profit on the Net Cost to Investor £90,000 £124,000

*The hypothetical values are for illustration purposes only.

11
 Loss Relief Example
Loss Relief is available for EISand SEISshares that are disposed of at any time at a loss (after taking into account Income Tax relief
which is retained). The loss can be set against an investor’s capital gains, or their income in the year of disposal or the previous
tax year. For losses offset against income, the net effect is to limit the investment exposure toas much as 38.5p in the £1 for
EIS, depending on the investor’s marginal rate of income tax and if the shares become totally worthless . With SEISin the same
circumstances, the net effect is to limit the investment exposure to as much as 27.5p in the £1 or where Reinvestment Relief is
claimed, 13.5p in the £1. Alternatively the losses can be relieved against capital gains at the prevailing rate of 20% for higher rate
taxpayers (28% for UK residentialproperty).

Worked Example
An investor has a loss in an EISand an SEISinvestment - the investments are worth nothing. The loss can be offset against Income Tax
for the same year or the preceding tax year. Alternatively, it can be offset against capital gains for the same year or carried forward to
be offset against future gains, subject to the normal treatment of CGT losses. Loss relief can reduce the investor’s exposure to 38.5%
or 27.5% of the original investment if the investor elects to set off the loss against Income Tax due for the current year, and assuming
the investor pays Income Tax at a marginal rate of 45% and has sufficient income to offset the loss. It is assumed that Reinvestment
Relief is not claimed.

Example - Loss Relief against Income Tax - EIS & SEIS

EIS SEIS

Gross Total Initial Investment £100,000 £100,000

LessIncomeTaxRelief @30% or 50% (£30,000) £50,000

Net CashOutlay for Investment £70,000 £50,000

Net Loss if Investment fell to £0 (£70,000) (£50,000)

LossRelief against income at 45% £ 31,500 £22,500

Net loss (£38,500) (£27,500)

Percentageof original outlay 38.5% 27.5%

Example - Loss Relief against Capital Gains Tax - EIS & SEIS
If the loss is offset against capital gains tax and assuming the investor has sufficient gains against which to offset the loss, this can
be claimed against capital gains for the same year, or carried forward and relieved against future capital gains.The current rate of
capital gains tax is 20% for higher rate taxpayers (28% for UK residential property).
EIS SEIS
Gross Total Initial Investment £100,000 £100,000
Less Income Tax Relief@30% (£30,000) (£50,000)

Net CashOutlay for Investment £70,000 £50,000

If investment fell to £0 net loss relief at 28% (£19,600) (£14,000)

Net Loss (£50,400) (£36,000)

Percentageof original outlay 50.4% 36%

Thus an individual who has income which is charged to income tax at higher rates is likely to wish to offset the loss against
income rather than capital gains if possible.

12
 EIS & SEISGUIDE

Business Relief (Inheritance Tax)Example

Shares in EISand SEISqualifying companies will generally qualify for Business Relief for Inheritance Tax purposes. Relief can be at
rates of up to 100% after 2 years of holding such investment, meaning that any liability to Inheritance Tax is reduced or eliminated in
respect of suchshares.

Worked Example - An investor who has already used their full Inheritance Tax nil rate band invests
£100,000 in cash, and in EIS and SEISinvestments.
If the shares have been held for at least 2 years before death, the investment should, in most cases qualify for Business Relief for
Inheritance Tax purposes at rates of up to 100% and with the other benefits of the EIS and SEIS,the effective cost of the investment
may be greatlyreduced.

The example compares an EISinvestment of £100,000, an SEISinvestment of £100,000 and a holding of cash of£100,000.
It assumes that the investor is a higher rate tax payer, that the investor’s Inheritance Tax nil rate band is already fully used and that all
other allowances have been used.

Initial Investment Holding of cash EISinvestment SEISinvestment

Total Gross InitialInvestment £100,000 £100,000 £100,000

Lessincome tax relief @30% or 50% – (£30,000) (£50,000)

Net CashOutlay for Investment £100,000 £70,000 £50,000

Hypothetical value of cash and cash from

£100,000 £30,000 £50,000
the EIS/ SEIStax relief *
Hypothetical value of EIS/ SEISinvestment* – £100,000 £100,000

Less IHT oncash balance (£40,000) (£12,000) (£20,000)

TotalValueleft to Estate £60,000 £118,000 £130,000

*The hypothetical values are for illustration purposes only.

As this example is looking at tax benefits, for simplicity, zero growth has been assumed on the EIS, the SEISand the cash.

There is no claw back of the income tax relief or deferral relief on death. Thus in this example, the full value passes to
beneficiaries free of inheritance tax and the estate is also augmented by income tax and capital gains tax saved (there is of
course no CGT on death anyway) by the deceased inthis example.

13
 Howto Invest in EIS
There are a number of different ways to invest in EIS. The approach taken will depend on how much the investor knows about
EIS, their risk profile and the level of advice they want. The main options are shown below.

Some of the most common ways to invest in EIS & SEISare:

1. Through a Financial 2. Directly with 3. Direct Purchase of an EIS 4. Through a
Adviser, Wealth Manageror an EIS Investment Qualifying Company’s Shares Crowdfunding or
anotherProfessional Adviser Manager InvestmentPlatform

This is a good option where This is more common This may be an approach followed Increasingly, EIS
an individual would like if an investor already by ‘business angels’, who tend to qualifying companiesare
professional advice on their has a relationshipwith be experienced entrepreneursand seeking to raise money
finances as a whole. It is also the manager and / or serial investors who often provide directly from investment
appropriate where specific considers themselves expertise and contacts as well as platforms in addition
recommendations andadvice to be sufficiently investment capital. This route may to or instead of other
are required for EISfunds, EIS sophisticated and alsobe taken by people within distribution channels.
portfolios, or EIScompanies. experienced to not the network of the owners of the This is becoming an
require professional company who are raising finance easier and morecommon
advice. This option throughEIS.Finally, some individuals option for individuals to
will normally provide who like to know exactlywhere they invest in single company
investors with the are investing and perhaps have their EIS.
benefits of investing in a own portfolio of EIScompanies, may
diversified portfolio. take thisapproach.

£
£
EIS £
Depending on the route investors take, there will be varying levels of support available, although all options will follow the same
fundamental underlying process laid down by HMRC. Further details can be found on page 19.

EIS ‘funds’, ‘portfolios’and single company investments

If some diversification is required,investing in a Fund or Portfolio may besensible.

Despite the term being in common usage, there is no such thing, in a legal or regulatory sense, as an EIS‘fund’. The term ‘Fund’
is used as an easily understood shorthand denoting an investment portfolio of single investments in individual companies,
professionally managed on an investor’s behalf in an arrangement not too dissimilar to a discretionary managed portfolio. It is a
requirement that investors are owners of an EIS-qualifying company’s shares fortax relief purposes.

This contrasts with a mutual fund or unit trust, where the individual investor owns shares in the fund and the fund, as a legal entity
itself – into which all investors’ capital is pooled – owns the shares in the underlying companies in which it invests. For all practical
purposes, an investor is unlikely to notice any difference between an EISfund and atraditional pooled subscriptionfund.

Some EISinvestment managers also offer ‘portfolio services’, through which investors can choose EISqualifying companies that
have been assessed and approved by the investment manager as credible investment opportunities.

It is also quite common to invest in single EIScompany investments. These are typically accessed directly by investors through
investment platforms and crowdfunding websites, though some investment managers, wealth managers and financial
intermediaries may also offer them.

14
 EIS & SEISGUIDE

Investing in EIS - The Importance ofDiversification

Predicting which companies will succeed and which will fail when making investment decisions is extremely difficult. This can
be even more relevant with EIScompanies compared to larger companies listed on a stock exchange, as there is often less
information available on the EIScompany. Diversification is one of the best ways to reduce specific risk - see page 17.Some of
the different ways to diversify follow.

Investing in a portfolioversus a single company

An investment in an individual EIScompany offers 2 outcomes —the company will either succeed or fail. An investor could make
a good return if the company achieves a successful exit or lose everything apart from loss relief and the initial Income Tax relief if
it fails. Investing across a portfolio of EISfunds or individual companies allows investors to spread their risk and improves their
chances of good overall returns.

Optimum levels of diversification

Diversification can help reduce risk and is particularly important when investing in higher-risk investment opportunities like EIS.
However, over-diversification can reduce the chance of a high overall return, asthe more companies an investor invests in, the more
likely their return is to be close to the median as any super-performers will be averaged out by poor performers. It is important to
remember that there are other ways to diversify beyond just numbers, as shown in the points below.

Generalisation versus specialisation

EISinvestments can be specialised in particular areas or provide diversity across multiple sectors and investment types. It is possible
to select a variety of individual companies or to invest in sector-specific or generalist funds. Specialist funds draw on their managers’
in-depth knowledge and contacts, whereas generalist funds can offer greater diversification. Investors should consider whether the
manager specialises by sector or geographic region. There is no right or wrong answer as to which is best. An investor has to make
that decision themselves or with the help of their professional adviser, just like any other investment decisions.

Diversification across managers

Further diversification is possible by investment across different managers. This may reduce systemic risk where fund managers
have a particular approach, leading them to seek out particular characteristics in the companies in which they invest. It also allows
diversification across a greater number of companies than a single manager can actively manage. A platform can provide a simple
point of access to EISinvestments from different managers while reducing the administrative burden.

Diversification by maturity
A portfolio of investments might feature companies at different stages of their development such as start-ups and more mature,
established businesses. This approach balances early-stage investments that have high potential but are higher risk with later-
stage investments with a higher valuation but lower risk.

15
 Recent Changes - Knowledge IntensiveCompanies
How does a company meet the government’s definition of “Knowledge Intensive”?

This guide has already touched on how the rules governing EISdiffer slightly when applied to investments in companies defined
as “Knowledge Intensive”. Such businesses are permitted to benefit from EISif they have fewer than 500 employees (compared
to fewer than 250 for other firms) and if they have been trading for less than 10 years (compared to less than 7years for other
firms); they are also allowed to receive up to £20m in lifetime funding through SEIS, EISand VCTs (compared to up to £12m for
other firms).

These distinctions reflect a belief that Knowledge Intensive companies can play a notably valuable role in boosting the UK
economy and are therefore particularly worthy of support. The same thinking lies behind the doubling of the individual
investment limit and the annual total investment limit.

It is now especially important to appreciate how a company qualifies as Knowledge Intensive in the eyes of HMT and HMRC. In
addition to the stipulations revisited above, the official guidance, as outlined in HMRC’s Venture Capital Schemes Manual at the
end of 2017,is asfollows:

Operating costs Skilled employees/innovation

At least one of the following conditionsmust At least one of the following conditionsmust
be satisfied: be satisfied:

• The company must have spent at least15% • A minimum of 20% of the company’s
of its relevant operating costs on research full-time-equivalent employees mustbe
and development or on innovation in 1 of classified as skilled employees at the time of
the 3 relevant years preceding the date of the investment and for the following 3 years.
the investment.
• The company should be engaged in work
• The company must have spent at least 10% to create intellectual property (IP) at the
of its relevant operating costs on research time of the investment, and within 10years
and development or on innovation in each most of the company’s business activities
of the 3 relevant years preceding the date of might be expected to consist of (i) the
the investment. exploitation of the IP, (ii) business that use
the IP or (iii) both.

These rules are not especially complex or prohibitive. Some are actually deliberately generous. The threshold for skilled
employees, for example, has been set low to avoid complicated regulations for firms that might employ individuals who fall
short of a certain level of qualification, but are nonetheless experienced and expert researchers. This, again, underscores the
government’s commitment to EIS.

Encouragingly, even greater flexibility has been promised in the near future. HMT has indicated its intention to consult on a
“new Knowledge Intensive approved fund structure” with a view to providing “further incentives to attract investment”.

The Patient Capital Review

Announced by the Prime Minister in 2016, the Patient Capital Review set out to consider how best to support the UK’s
fledgling innovative companies in accessing the finance required to achieve scale. It used the term “patient capital” to
describe investments made with no expectation of a quick profit, arguing that such investments should underpin the
long-term development of the country’s most promising businesses.

16
 EIS & SEISGUIDE

The Fundamentals of Risk in EIS

When considering an investment in an EIS, it is important to be aware, that EISare higher-risk investments. This was recently
reinforced by a new principles based test for EISthat was introduced by the Finance Bill 2017-2018. This test involves the
“risk-to-capital condition” which now needs to be met to ensure, as stated by HM Treasury, “that tax-motivated investments,
where the tax relief provides a substantial part of the return for an investor with limited risk to the investor’s capital, will not be
eligible for relief”. An investment should meet the following requirements to be eligible for the scheme:

—The company in which the investment is made must have objectives to grow and develop over the long term.

—The investment must carry a significant risk that investors will lose more capital than they gain as a return (including any tax relief).

There are 4 broad types of risk that investors need to consider before investing in EIS.

Systemic risk
Systemic risk is the risk of the collapse of a whole market or sector (as in the financial crisis of 2008/9). Companies within EIS
portfolios tend to have reduced systemic risk. The long-term nature of the investment and the fact that most are unlisted mean
they are often less prone to the emotional highs and lows of markets.

Specific risk
Specific risk is the risk facing an individual company (like its technology being overtaken or failing to find a market). In general,
EISqualifying investments have heightened specific risk.

Liquidity
To enjoy the tax benefits associated with EISinvestors need to be invested for 3 years. In practice, it may take much longer
than that for some EISinvestments to reach a successful exit. As most EIScompanies are not listed, it will usually be impossible
to liquidate an investments in the event of an investor needing cash rapidly. So before investing, an investor should consider
carefully the likelihood of needing the cash being invested, beforethe investments mature.

Eligibility

In most cases, before considering a company for investment, an investment manager or adviser will want evidence that the
company is likely to be EISqualifying. An investee company may apply to HMRC for ‘Advance Assurance’, which is an indication
that it appears to meet EISqualifying criteria, based on the information provided to HMRC. Further details on Advance
Assurance can be found in the box below.

ADVANCEASSURANCE
In order to reduce Eligibility Risk, investors should consider EISwhere Advance Assurance has beenobtained.

HMRC offer a free service to companies who intend to raise money under EIS or SEISwhereby they will provide an opinion as to
whether, following an application by the company, the company’s proposed share issue will qualify for the EIS/SEIS tax reliefs.

Advance Assurance therefore gives investors confidence that their investment will qualify for EIStax reliefs.

17
 Risk & Diversification as part of aPortfolio
One of the fundamental messages to emerge from recent legislation, including the Patient Capital Review is that EISinvestors
should be prepared to accept a significant level of risk. This is why EISinvestors are incentivised with substantial tax breaks and
why the government has taken steps to stamp out practices that are contrary to the spirit of investing in high-riskventures.

The issue of EISand risk is an issue that has often attracted surprisingly little attention —not least when capital preservation has
been allowed to obscure the basic notion of EISas an inherently risky, but potentially rewarding undertaking.

Outlined below is a brief examination of the role that EIScan play in a broader investment portfolio and the nature and
management of specific risks.

EIS as a means of portfoliodiversification

Faced with concerns such as short-term stock-market volatility, meagre bond yields and historically low interest rates, investors
have widened their hunt for outperformance since the global financial crisis. Ideally, what they are looking for are returns that
are both higher than and relatively uncorrelated with those available from mainstream asset classes such as stocks and bonds.
As a result, alternative investments of various kinds have attracted increasing interest. The fact that they can have a lower level of
systemic risk (see page 17), can make alternative asset classes a very usefully part of a diversified portfolio. Indeed they can
actually reduce systemic risk in the overall portfolio, through diversification.

An ever-broadening investor demographic is recognising the ability of EISto tick the required boxes. Whether investing via
financial advisers, wealth managers, EISinvestment managers, the direct purchasing of shares or crowdfunding platforms, more
and more investors, (some institutional, some retail, all of them UK taxpayers) are gaining exposure to an asset class classically
defined not just by tax efficiency but by long-term horizons, comparative illiquidity and potentially impressive returns.

The appeal of these attributes earned renewed acknowledgment in the wake of the Patient Capital Review. In November 2017
HMT confirmed that, as part of government efforts to “support long-term investment”, the Pensions Regulator is to clarify
guidance on how trustees can incorporate investments through EISand similar schemes “in a diverseportfolio”.

Managing risk in EISinvestments

Any investment carries a risk that its value might go down as well as up. It is essential to note that whilst tax reliefs can significantly
reduce the risk of investing in EIS, due to their focus on younger and smaller companies, the risk associated with EIScan still be
high.

While the scope for mitigating such risk in relation to an individual company is limited, there are means by which risk can be
spread. For example, a portfolio of EISinvestments might feature several companies of different maturities. It is conceivable that
one successful exit of an investment, whether through a sale or a public offering, could more than cover the total investment
across a portfolio. Of course, the new risk-to-capital condition should be borne in mind when constructing a portfolio of
EIS investments.

Since EISinvestments are usually longer-term in nature, illiquidity presents a further risk. It is important to note that there is no
liquid, tradeable market for EIScompanies and no independent or objective means of valuing them, so planning a route to exit
usually requires lots of time, resource and, above all, expertise.

EIScompanies are often nearing a point at which, provided they receive the right support, they can take a major step forward in
their development. This can lead to a multiple increase in valuation and, by extension, marked shareholder gains upon exit. In the
meantime, however, investors are highly unlikely to have access to their capital. EISproviders and companies should therefore
generally be exit-focused and aim for optimum, return-driven outcomes rather than taking a “churn” approach that is principally
geared towards the claiming of taxreliefs.

Finally, whilst tax reliefs can significantly reduce the risk of investing in EIS, there is the question of political risk. For much of 2017,
with EISinvestments under intense scrutiny from HMT and HMRC, it appeared that this type of risk might be the most difficult of
all to mitigate. Thankfully, fears have proven largely unfounded in this regard. EIShas emerged from the Patient Capital Review
and the 2017 Autumn Budget with enhanced government backing, a revised and forward-thinking framework and an even
clearer mandate to assist in the growth and development of the country’s most innovative young businesses. Ultimately, a new
landscape has brought new opportunities and the EISsuccess story can continue.

18
 EIS & SEISGUIDE

Investment Process & Claiming TaxRelief

Outlined below is a typical timeline for an investor in a single company EISor SEIS.

The timeline shows the different stages involved and the order in which they occur.

The process for a Fund or portfolio would be similar, the main difference being that the investor would usually subscribe to the
fund and the manager would invest in the EIScompanies. The manager would then provide the investor with EIS3 certificates for
each EIScompany the fund investsin.

Typical EIS / SEISTimeline

The EIS / SEISCompanyis Formed

(or alreadytrading)

Investor Subscribes for Qualifying Shares in the EIS / SEISCompany

Company Share Certificates Issued

The EIS Company Submits an EIS 1 / SEIS1 Form toHMRC

(The Company cannot submit the EIS 1 / SEIS 1 Form until it has carried on a qualifying
trade or qualifying activities for at least 4 months or alternatively, in the case of SEIS,
spent at least 70% of the amount raised)

HMRC Issues an EIS 2 / SEIS2 Form to the Company

An EIS 3 / SEIS3 Form is Issued to the Investor

The Investor completes Form EIS 3 / SEIS3 and claims Tax Relief

How to claim EIS / SEISRelief

In order to claim tax relief, an investor should complete Form EIS3 / SEIS3 and send this to HMRC.

Investors can benefit from the tax relief in a number of ways including:

• tmAnenatdtjoustheirPAYE code

• tAaxrepayment

• gAreeing to offset the relief against any outstanding tax liabilities

There are additional rules for Capital Gains tax.

Investors should take professional advice on the best way to claim tax relief in their individual circumstances.

19
 An Example EIS InvestmentJourney
The example below illustrates how an EISportfolio of 10 company investments might perform over time. Overall, this fictional
portfolio makes a good return, however, the position relative to the original investment at different points in time varies greatly.
As may be typical, 4 companies fail before any returns are realised. For some time, the investor may therefore feel very negative
about the portfolio. However, over time, the successful companies make their exits and whilst it can take some years for
companies to reach their maximum potential sale value, thereby generating larger returns, the overall portfolio doeswell.

£10,000 investment split equally across 10companies

Net cost of investment after initial EIS income tax relief = £7,000
Hypothetical total return toinvestor is say, £15,260

4 companies fail completely and the 2 companies

investment is worthless - loss reliefcan be 2 company perform
2 companies perform
claimed on the £4,000 invested very well and
return the money reasonable well
quadruple their
invested £2,000 and double their
Assuming the investor is a 45% tax payer, value £8,000
value £4,000
loss relief amounts to £1,260
Investment value*

£10,000 investment
x
x
x
£7,000 net costof
investment
x
Investor experience at thisstage Time Final outcome isexcellent
is often negative

* The investment value represents total investment plus losses and exits, and does not take account of the interim company
valuations. These figures are purely for illustration purposes and should in no way be viewed as representative of how a real EIS
fund investment is likely to perform. Some portfolios may perform better and some may perform worse than in this example.

20
 EIS & SEISGUIDE

Exit Options
When deciding whether to invest in a company, most EISinvestment managers will be thinking about the most viable – and
profitable – ways of selling out of it. Similarly, the directors in any single company EIS, should consider the exit options available
to them from an early stage in their businessplan.

There is no liquid, tradable market for EIScompanies or independent or objective means of valuing them – as stock market
investments could arguably be described for listed companies. So finding a buyer and agreeing a price for the shares is not as
simple as calling a broker or executing a trade at the push of abutton.

Instead, EISmanagers and the directors of EIScompanies, must carefully plan for an exit, looking at a range of possible scenarios
and outcomes. They should consider what a company would need to do in order to achieve an exit andmake sure the
appropriate steps are taken. They should assess all the sectors from which potential buyers might come, and consider the various
exits options including the following.

• A trade sale - This could be to a company that operates in a similar or complementary sector. Alternatively, it could be to a
private equity firm or another professional or institutional investor. Consideration should be given to the specific companies that
could be potential buyers, even if the actual sale is not likely to come to fruition for several years.

• Sharebuyback - This is a simple option where the EIScompany buys back the sharesfrom the shareholders at an agreed share price.

• Flotation - Floating the company on a public stock market, such as the Alternative Investment Market (AIM), can be a good
option for all parties. This can allow shareholders to realise their investment by selling their shares after the company floats.

• Voluntary liquidation - It can sometimes be beneficial for a company to liquidate its assets. Shareholders would then be
entitled to benefit from the return on assets, after any liabilities have been paid.

• Follow on funding - Investors and funds that provide follow on funding to EISCompanies can provide investors with an
easy exit route.

Preparing for exit

EISmanagers and the directors of EIScompanies, will often seek to exit an investment as soon as it is commercially viable to do so
after the 3 year minimum holding period for the EIStax reliefs has passed. However, target time horizons will vary and may depend
on a range of factors, including the level of return being sought, the overall economic climate and in the case of a fund, the nature
of the companies in which a fund manager invests. A tech start-up with intensive research and development needed before its
product or service could become commercially viable will probably take longer to exit profitably than a more mature business with a
better-established product or service – though the tech start-up, if successful, may generate better returns for investors.

Preparing an EIScompany for exit, will typically be one of the busiest, most time-consuming and resource-intensive periods for
both EISmanagers and the directors of the EIScompany. The process can in some ways be considered akin to preparing a house
for sale. When a house is being sold, the vendor will take all steps necessary to maximise the chances of selling their home at the
desired price. These might include redecorating it, making repairs, cleaning and tidying, preparing all the essential
documentation and any other actions that will make the property as attractive as possible to potential buyers. EIScompanies will
be subject to a similar deep clean and tidying operation. Key parts of this process will include preparing the selling documents,
completing legal paperwork and anticipating and making the company ready for the prospective acquirer’s due diligence
process. These steps are essential to help to minimise the likelihood of any issues that could result in a reduced offer price or
derail the purchase completely.

21
 Staying on Top of EIS Investments
Once an investor has invested in an EIS fund or an individual EIS company, they can expect regular communications from the
investment manager about how their portfolio is performing as appropriate and to a lesser extent from EIS companies directly.

With a fund, Investors are likely to receive an update each time a new investment is made, providing information about the
company and explaining the rationale for the decision. They are also likely to receive periodic information from the investment
manager about the overall progress of investing the total sum of money they committed.

Most investment managers will provide 6 monthly or annual progress reports on the underlying investments, covering notable
developments and news about the portfolio companies. Typically, these will be accompanied by portfolio statements and
valuation reports, which may come directly from the fund manager or via the fund administrator.

If there is a major development with a portfolio company, investors should usually expect a one-off communication providing
details and describing its significance to the investment.

Some fund managers may hold events at which investors are able to meet representatives from portfolio companies, as well as
their investment managers.

In most cases, investment managers will also be able to respond to queries and questions post investment.

If a financial adviser, wealth manager or any other professional adviser is used,investors can expect them to be their first point of
contact. In these circumstances, the adviser will often report on the EIS as part of an investor’s whole portfolio review, as they will
usually provide amore holisticservice.

22
 RISKWARNING
Intended for distribution to persons who are eligible to be classified as professional client as
per COBS 3.5 (https://www.handbook.fca.org.uk/handbook/COBS/3/5.html); please consult a
professional advisor if you are in any doubt. RLCVentures Ltd. is an appointed representative of SFC
Capital Partners Ltd. (the “principal firm”) which is authorised and regulated in the UK by the Financial
Conduct Authority (“FCA”), Firm Reference Number 736284, and has approved this document.
RLCVentures Ltd. is located at 91-93, Buckingham Palace Road, Victoria, London, SW1W 0RP. This
document is intended for UK professional investors only, not retail customers; any reproduction of
this information, in whole or part, is prohibited. This summary document is provided for information
purposes only and should not be used or considered as an offer or solicitation to purchase any
investments mentioned herein. Tax treatments of SEIS/EIS schemes depend upon individual
circumstances, are subject to change and depend on the companies in which the fund investments
maintaining their qualifying status (which is subject to change and may be withdrawn at any time
by HMRC). Prospective investors should seek professional advice to determine the tax position in
their specific circumstances. The Alpha RLC Ventures Fund II (“RLC Fund II” or the “Fund (II)”) is an
Alternative Investment Fund (“AIF”) for the purposes of the Alternative Investment Fund Managers
Directive (“AIFMD”). Its is not an Unregulated Collective Investment Scheme within the meaning of
section 235 of FSMA nor a Non-Mainstream Pooled Investment.

Any decision by an investor to buy shares in a fund must be made solely on the basis of the
information and terms contained within the Fund’s offering memorandum. Investment in the Fund is
made entirely at the investor’s own risk and professional advice should be sought in case of doubt.
The Alpha RLC Ventures Fund II is an SEIS/EIS fund which raises money for early-stage businesses
by investing in SEISand EISeligible ventures with the aim of returning a profit for investors in the
fund. Investment in early-stage companies involves risks such as illiquidity, lack of dividends, loss of
investment and dilution. Investment in SEIS/EIS funds should be considered as part of a diversified
portfolio. The availability of tax relief depends on individual circumstances and may change in the
future. The availability of tax relief depends on the company invested in maintaining its SEIS/EIS
qualifying status. There is no assurance that the investment objectives of any investment product will
be achieved or that the strategies and methods described herein will be successful. Past performance
is not necessarily a guide to future performance and the value of an investment may go down as
well as up in addition to placing capital at risk. Investors may not get back the full amount invested.
This material is confidential and is the property of RLCVentures Ltd. Recipients are deemed to have
agreed to treat the information contained herein as confidential and therefore may not disclose, copy,
or redistribute such information (in whole or in part) to any person. No warranties or representations
of any kind are expressed or implied herein.
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