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PALM TREE WORLDWIDE LIMITED
PROSPECTUS
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
1
With your investment,
Palm Tree
can bring outstanding
productions to the big screen
and create cinematic
masterpieces.
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
2
P a l m Tr e e
Wo r l d w i d e
is an independent production company making
high quality feature films
CONTENTS
The Investment
4
Associates
26
The Offer
5
Associates contd
27
Definitions
6
Financial Information
29
Offer Statistics
8
Taxation
31
Share Capital
10
Taxation Rules
32
Risk Factors
12
HMRC - EIS Approval
33
Persons Responsible
14
Qualifying Companies
35
Business Overview
16
Additional Information
38
Investor Participation
18
Share Application
44
Sales and Distribution
20
Terms and Conditions
45
Sales Agent
22
Application Form
46
The Board
24
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
3
The Investment
To make a slate of high quality international feature films
Palm Tree has a track record of thirty five years as a brand,
and almost twenty years as a company that produces
international feature films.
By 2013, after producing almost thirty films, there were more
than a dozen subsidiaries and small companies that were
under the umbrella of the Palm Tree brand. The two primary
owners of the various companies decided to simplify and
restructure the brand.
In August 2013, Palm Tree Worldwide Limited was
incorporated and the process of streamlining begun. This
was completed by September 2014 with all the subsidiaries
being wound-up except Palm Tree Universal Limited, the
production arm and asset rights holder of the company’s
back catalogue of films, books and digital content. By a
stock swap arrangement with the old shareholders, Palm
Tree Universal become a 100% owned subsidiary of Palm
Tree Worldwide in December 2014.
Palm Tree Worldwide now owns all of the Palm Tree assets
that date back to 1980. Currently it is not possible to put a
value on these assets until the company commences to
exploit them. As well as the catalogue of completed films,
their licensing value, their re-make rights, there is a wealth
of fully developed feature film scripts and projects.
Moving forward, the company now wishes to raise share
capital in order to put at least eight of these feature film
projects into production as well as exploiting the back rights
and licenses that the company possesses.
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
4
The Offer
This Offer Document is important and you should read it
carefully.
If you are in any doubt about the contents of this Offer
Document, you should consult a person authorised under the
Financial Services and Markets Act 2000 who specialises in
the acquisition of shares and other securities.
There is no listing or admission to deal on any recognised
investment exchange for any shares in the company and no
application has been made. It is not intended at present to
apply for any shares to be admitted to the Official List of the
London Stock Exchange, to be traded on AIM or otherwise
admitted to dealing on a recognised investment exchange or
any other exchange and there are not, nor are there intended
to be, any other arrangements for there to be any dealings in
the Shares.
This Offer Document has been prepared for the purposes of
complying with English law and the information disclosed may
not be the same as that which would have been disclosed if
this Offer Document had been prepared in accordance with
the laws of jurisdictions outside England. This Offer Document
is a financial promotion and has been approved solely for the
purposes of Section 21 of the Financial Services and Markets
Act 2000.
The whole of this Document should be read in its entirety. Any
investment decision relating to the Offer should be based
solely on the information contained in this Document as a
whole. In particular, your attention is drawn to the section
headed “Risk Factors” in this Document. The Company is a
recently formed company which has not commenced trading
and has no business record.
PALM TREE WORLDWIDE LIMITED
(Incorporated in England and Wales under the Companies Act
2006 with registered number 08654290)
Share Capital
Amount Number
Issued and to be issued on basis
subscription
Amount
Number
A ordinary
shares
£300,000
B ordinary
shares
£5,700,000
PALM TREE WORLDWIDE LIMITED
300,000
5,700,000
http://palmtreefilm.com
5
Definitions
S
ummary
THE FOLLOWING INFORMATION IN THIS SUMMARY
SHOULD BE READ AS AN INTRODUCTION TO THE FULL
TEXT OF THIS DOCUMENT. ANY INVESTMENT
DECISION RELATING TO THE OFFER SHOULD BE
BASED ON CONSIDERATION OF THIS DOCUMENT AS A
WHOLE.
Introduction and Background to the Offer
The Directors of Palm Tree Worldwide Limited are also the
promoters of the Palm Tree film brand, and have funded and
created a substantial number of films in the last fifteen years.
Reasons for the Offer
The Company is seeking to raise up to £5,400,000 (before
expenses) for the purposes of part financing and producing
a slate of eight feature films.
A total of £5 million is eligible for EIS tax relief in this Offer.
If the Offer is less than fully subscribed or if the share capital
has to be increased, the Directors may seek to raise
additional finance in the longer term to complete the
company’s aims.
Dividend Policy
The Directors have considered the method by which the
best returns for Investors may be achieved. Dividend income
is taxable and therefore the Directors are aiming for capital
growth in the value of the Shares which under EIS rules
should be free ofcapital gains tax for qualifying shareholders
after three years. In order to maximise the capital value of
the Company, the Directors do not propose therefore to
distribute dividends during the first three years following the
Offer, although dividends may be paid in subsequent years.
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
6
Offer Statistics
Expected
Timetable of
Events
Offer opens
First closing
15th March 2015
1st May 2015
Issue of B shares under the Offer
expected by 1st June 2015
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
7
Offer Statistics
1
The Company will be operating in a competitive
industry where the commercial risks are high. Audience
reaction, initial reviews, public taste and demand cannot
be predicted with any degree of certainty. Accordingly, an
investment in the Company, as with many film, TV or
stage enterprises is highly speculative and Investors
may not even get back the amount of their original
investment or may lose their investment in full.
2
The business of the Company will be dependant
on market conditions in the film industry. The Company
operates in a highly speculative market and can give no
guarantees regarding what is a suitable investment at
any given time.
3
If the Offer is not fully subscribed, future funds
may be required in the longer term to complete
production of the film. There is no guarantee that further
funds will be raised through pre-sales, distribution
agreements or otherwise, and failure to do so may
prevent the completion.
4
Conditional provisional clearance has been
granted by HMRC in respect of the status of the
Company for EIS purposes. (See page 33). No
guarantee is given that the business of the Company will
be conducted in a way that any such relief, if obtained,
will not be withdrawn.
5
Neither the Company, the Directors nor the
Company’s advisors give any warranties or undertakings
that EIS Relief or EIS Deferral Relief will be available or
that if given, such relief will not be withdrawn at some
point in the future.
7
The B Shares are not listed. Investment in
unquoted shares and stock carries higher risks than
investment in quoted stocks. An investment in unquoted
shares or stock may be difficult to realise and proper
information for determining the value of the B Shares
may not be available.
8
The value of stocks or shares may go down as
well as up.
9
The Offer is in respect of the B Shares. However,
the holders of the A Shares have the right to cast an
aggregate of 51 per cent of the voting rights with the
result that the holders of the A Shares will control the
Company.
10
The Company has only begun trading and
therefore has no established trading record. The
Company is not part of a group of companies and
therefore its financial success depends solely on its
ventures.
11
Individuals considering an investment in the
Company are strongly advised to consult their own
professional advisers.
12
If the Minimum Amount is not raised, the Offer
will not proceed and applicants will be refunded their
subscription money in full, without interest, after the
closing date as set out on page 7
6
Whilst the management team and consultants
on whom information has been given in this Offer
Document have agreed in principle to work for or be
involved with the Company, not all individuals have
entered into binding contracts, nor will these necessarily
be finalised following the successful close of the Offer.
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
8
Share Capital
Price per B Share
Maximum number of B Shares being issued in this Offer
Number of Shares in issue following full subscription
Percentage the B Shares representing share capital
Gross Proceeds assuming full subscription
PALM TREE WORLDWIDE LIMITED
£1
£5,400,000
£6,000,000
95%
£5,400,000
http://palmtreefilm.com
9
Share Capital
The Directors are authorised to issue and allot share
capital of £6,000,000 divided into 300,000 A Shares
of £1 each and 5,700,000 B Shares of £1 each ranking
pari passu in all respects save as described below;
(1)
Voting: Whatever the number of A Shares in
issue at any time, the A Shares shall confer upon the
holders there of the right (pro rata to the number of A
Shares held by each of them) to cast an aggregate of 51
per cent. of the voting rights capable of being cast on all
matters decided by vote at general meetings of the
Company with the result that the holders of the A Shares
will control the Company.
(2) Dividends: With regards to dividends, save to the
extent that the Company is prohibited from paying
dividends by the Act:
(a)
firstly, an aggregate of up to £1 shall be paid to
the holders of each Share in issue, in proportion to the
number of Shares they hold;
(b)
secondly, as follows: number of A Shares or B
Shares held respectively by the holders of the A Shares
or the B Shares (as the case may be). After such
payment has been made to the holders of the A Shares
and the holders of the B Shares, any further surplus
assets shall be paid as follows:
(i)
25 per cent. in value of such surplus assets shall
be paid to the holders of the A Shares in proportion to the
number of A Shares held by each of them; and
(ii)
75 per cent. in value of such surplus assets shall
be paid to the holders of the B Shares in proportion to the
number of B Shares held by each of them. Assuming full
subscription under this Offer, the issued share capital of
the Company will comprise £6,000,000 divided into
300,000 A Shares and 5,700,000 B Shares.
(iii)
25 per cent. in value of such dividends shall be
paid to the holders of the A Shares in proportion to the
number of A Shares held by each of them; and
(iv)
75 per cent. in value of such dividends shall be
paid to the holders of the B Shares in proportion to the
number of B Shares held by each of them.
(3)
Return of Capital: On a return of assets on a
liquidation, reduction of capital or otherwise, the holders
of the A Shares and the holders of the B Shares shall be
entitled to be paid out of the surplus assets of the
Company remaining after payment of its liabilities the
amount paid up or credited as paid up on the Shares,
such payment to be paid in proportion to the Shares held.
The facing terms apply in this Document unless the
context requires otherwise:
PALM TREE WORLDWIDE LIMITED
“Act” Companies Act 2006 as amended, repealed or
replaced in whole or in part from time to time
“AIM” the AIM Market of London Stock Exchange plc
“Applicant” or “Applicants” any person or persons lodging
an application form for B Shares pursuant to the Offer
“A Shares” the A ordinary shares of £1 each in the capital
of the Company
“Articles” the Articles of Association of the Company
“B Shares” the B ordinary shares of £1 each in the
capital of the Company
“Board” or “Directors” the board of directors of the
Company at the date hereof
“Company” Palm Tree Worldwide Limited
“CTA” the Corporation Tax Act 2010
“Document” or “Offer Document” this Document, including
the application form
“EIS”
the Enterprise Investment Scheme as
particularised in Part 5 ITA
“EIS Deferral Relief” capital gains deferral on
reinvestment pursuant to section 150C and Schedule 5B
of TCGA
“EIS Relief” Income tax relief and/or exemption from tax
in respect of chargeable gains which is available under
the EIS scheme
“FCA” the Financial Conduct Authority
“FSMA” Financial Services and Markets Act 2000, as
amended, repealed or replaced (in whole or in part from
time to time)
“Gross Receipts” the aggregate sums, exclusive of VAT,
received by the Company from the commercial
exploitation of the film produced by the Company
“HMRC” HM Revenue and Customs
“Investors” Subscribers for B Shares under the Offer
“ICTA” the Income and Corporation Taxes Act 1988 as
amended, repealed or replaced in whole or in part from
time to time
“ITA” the Income Tax Act 2007 as amended, repealed or
replaced in whole or in part from time to time
“Minimum Amount” £300,000 (before expenses) which is
the minimum amount which must be raised by the issue
of B Shares under this Offer;
“Offer Document” the offer for subscription to raise up to
£5,400,000 by the issue of up to 5,400,000 B Shares on
the terms set out in this Document and the application
form
“Palm Tree Film Companies” the film production
companies previously established by the Directors
namely, Palm Tree Worldwide Limited, Palm Tree
Universal Limited, Palm Tree Delta Limited
“Pay Per View” the subscription service by which a
television audience can purchase events to view via
private telecast.
“Shares” the A Shares and the B Shares
“TCGA” the Taxation of Chargeable Gains Act 1992 as
amended, repealed or replaced in whole or in part from
time to time
“VOD/SVOD” Video on Demand and Subscription Video
on Demand
http://palmtreefilm.com
10
Risks Factors
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
11
Risk Factors
Any investment decision relating to the Offer should
be based solely on the information contained in this
Document as a whole.
All the information set out in this Document should be
carefully considered and, in particular, the risks
described below. If any of the following risks actually
materialise, the Company’s business, financial condition,
prospects and share price could be materially and
adversely affected to the detriment of the Company and
its shareholders and you may lose all or part of your
investment. The Directors consider the following risks to
be the most significant for potential investors, but the
risks listed do not necessarily comprise all those
associated with an investment in the Company. No
inference ought to be drawn as to the relative
importance, or the likelihood of the occurrence, of any of
the following risks by reference to the order in which they
appear.
4
Prospective Investors are also reminded that:
(i)
Investment in unquoted shares carries higher
risks than investment in quoted shares. An investment in
unquoted shares or stock may be difficult to realise and
proper information for determining the value of the
Shares may not be available;
(ii)
The value of stocks or shares may go down as
well as up.
5
The investment offered in this Document may
not be suitable for all recipients and potential Investors
are accordingly strongly advised to consult a person
authorised under the FSMA who specialises in advising
on the acquisition of shares and other securities.
6
As there is no public market for the shares in the
Company, the Company’s ability to raise further equity
capital in the future may be limited.
1
Neither the Company, the Directors nor the
Company’s advisors give any warranties or undertakings
that EIS Relief for EIS Deferral Relief will be available or
that if given, such relief will not be withdrawn at some
point in the future.
7
The market for shares in smaller companies is
less liquid than for larger corporations. Consequently,
the B Shares may be difficult to buy and sell and
Investors therefore may not also realise their original
investment.
2
Investors wishing to obtain EIS Relief must
retain their Shares for three years from the date of issue,
or if later date of commencement of trade. If the Shares
are not held or such three year period, any tax relief
obtained initially will be lost, and must be repaid with
interest. EIS Deferral Relief is withdrawn on a disposal
of Shares. Accordingly, for Investors wishing to obtain
EIS Relief for EIS Deferral Relief, investment in the
Company is not suitable as a short- term investment. In
addition, there are various additional conditions attached
to EIS Relief and EIS Deferral Relief which individual
Investors must satisfy for specified periods. It is
therefore vital that potential Investors take advice from
their own professional advisers on the likelihood of their
qualifying for EIS Relief for EIS Deferral Relief.
8
The Offer is in respect of B Shares. However,
the holders of the A Shares have the right to cast an
aggregate of 51 per cent of the voting rights with the
result that the holders of the A Shares will control the
Company.
3
The Offer has not been priced to generate
immediate gains and Investors must be prepared to take
a medium term view of their investment. Substantial
return should not be expected until sufficient time has
elapsed for the Company to demonstrate its ability to
achieve its projections, aims and intentions.
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
12
Persons Responsible
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
13
Persons Responsible
It is intended that the venture will be managed by an experienced
team, which currently includes company directors: Robert Moffat
Aitken, Mairi Sutherland & Simon Lam.
ROBERT MOFFAT AITKEN
MAIRI SUTHERLAND
SIMON LAM
Other consultants to the company currently comprise of Neil
Mockler, who has agreed to provide post production advice to the
Company; Seoras Wallace, veteran 2nd unit and action advisor;
Darren Tubby, leading art department specialist; and June
Hudson costume designer.
Directors and and Registered Office
DIRECTORS
Robert Moffat Aitken
Mairi Sutherland, Simon Lam
Tel: 020 3713 7746
[email protected]
REGISTERED OFFICE
49 Station Road
Polegate BN26 6EA
GENERAL OFFICE
1 Hillview, Oxford Gardens
Oxford Road, Denham UB9 4DS
SOLICITORS TO THE COMPANY
Wiggins LLP
The Met Building, 10th floor, 22 Percy
Street, London W1T 2BU
http://palmtreefilm.com
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
14
Business Overview
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
15
Business Overview
The Company will finance and produce a slate of at least eight
international feature films in the $6m-$10m budget range.
The Company will focus on the production of these films for the
theatrical and expanding home and digital entertainment market
worldwide.
Through strong, pro-active management, the Directors intend to
spread risk and create a balanced portfolio of feature films. The
Company has sought and developed projects of genuine
international appeal.
It is the Company’s intention to secure co-production financing
with worldwide sales and distribution companies.
To implement this strategy, the Company has assembled an
experienced team, having over 100 years combined film
experience,
Films Selection Criteria
The films have been carefully selected by the project
management team, who with their collective experience in the
business have access to some of the world’s best film executives
and talent.
The films have or will have Ÿ Strong international and commercial appeal;
Ÿ Evidence of advance sales and commitments from distributors before commencement of production;
Ÿ Eligibility for tax credits and local filming incentives;
Ÿ Appropriate measures in place to ensure independent accounting and collection of all revenues which are due to the
Company;
Ÿ Availability of a completion bond, if needed or other security
ensuring that the production will be completed to the extent
that the payment of fees will be paid on the delivery of the film.
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
16
Investor Participation
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
17
Investor Participation
An investment in the Company not only offers the
opportunity for potential gain but also offers the opportunity
to take part in creative projects and have fun.
Investors will have the opportunity to attend one or more filming
days as each film goes into production or, if preferred, to nominate
another person in their place. This has proved popular with
investors in earlier film productions made by Palm Tree’s
producers, whilst also providing a real commercial benefit to the
productions. Alternatively, Investors may simply attend one of the
filming days to view the production line workings of the filming
process and see for themselves how a film is actually made. So,
whether as supporting cast or visitor, it is a fascinating and
exciting experience, and is a genuine ‘I’m in the film business’
involvement with film - and the most glamorous people in the world.
Social Events
Social events will also be organised from time to time. The
opportunity to mingle with the cast, crew and other Investors is
one of the pleasures of participation in film financing. The glamour.
And there is lots of it. Investors will be invited to social events to
be organised in respect of the productions including screenings at
Bafta and in London’s West End.
Film Markets and Festivals
There will be opportunities for Investors to attend film industry
market events such as the prestigious Cannes Film Festival and
the Berlin Film Festival, to enjoy red carpet film premieres, meet
and greets with the talent and introductions to key industry figures
at the Company’s VIP marketing events during the festivals. The
company’s executives are veteran’s of these exclusive ‘innercircle’ world of the movie business, so you will be in good hands.
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
18
Sales &Distribution
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
19
Sales and Distribution
The worldwide market for the sale and exploitation of feature
motion pictures is divided into “territories”. These territories
would typically comprise:
1.
2.
3.
4.
5.
6.
United States and Canada
Europe
Australia
Latin America
Eastern Europe
Others e.g. Israel, Middle East, South Africa, India
and Turkey
An independent film is usually sold territory by territory to a local
distributor. As well as the cinema, there are many other ways in
which a film may generate revenues:
● Revenue from licence fees paid by broadcasters; cable,
satellite etc.
● Royalties paid in respect of sales and rentals of the film in
DVD and Blu-ray format for home viewing.
● Subscription Video on Demand (SVOD) and Video on
demand (VOD) are forms of viewing the film online for a fee
and are usually released shortly after the DVD/Blu- Ray
launch.
● In-flight entertainment revenue in the form of licence fees paid
by airlines.
In many cases, the characters and content of films will attract
merchandising opportunities.
● Records and publishing – the separate exploitation of theme
and incidental film music by way of a royalty on sales.
This might include exploitation of a film production over
the internet, including downloads.
A film’s exploitation pattern typically consists of a series of media
“windows”, or periods of time when the film is exploited in different
media. An indicative timetable for these “windows” may be as
follows:
(1) Approximately three months after any release in the cinema,
the film is made available to the “airline”, “hotel” and other
“non theatrical” windows, and shortly thereafter to the
“pay-per-view” window.
(2) Then, depending on the level of theatrical success, it begins its
“home video” window between four and eight months after its
theatrical release. The home video release can consist either of
a low priced “sell-through” release across all home video
formats or a simultaneous release in the higher priced rental
video market and the lower priced “sell-through” DVD market,
followed later by a release at sell-through pricing to the video
market. The film may however, not have a theatrical release.
(3) Approximately one year after any theatrical release, the
film is made available to pay-television networks, (the “pay-TV”
window). Pay-TV windows generally last 12 to 18 months,
after which a film may be exploited in varying ways and
sequences in the “basic cable”, “network” and “syndication”
television markets for the balance of its economic life,
which may continue for many years.
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
20
Sales Agent
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
21
Sales Agent
International Sales & Distribution
Once each film has been completed, the directors and their
production partners will appoint an agent on a commission basis
to sell the film directly to distributors worldwide on the following
terms;
•
•
•
Performance based commission
Marketing expenses
Sales rights granted over a worldwide territory
NOTE: Traditionally, once a film production has been completed,
the producers usually enter into a sales agreement with a third
party sales agent on typical industry standard terms which are
likely to be on the following basis:
•
•
•
Commission payable to the sales agent;
Flat marketing fee payable to the sales agent (depending on
the film’s budget);
A term of typically 5 years sales rights granted over a
worldwide territory;
A sales agent typically sells the film for a minimum guarantee
amount to distributors in each territory around the world.
UK Distribution Process
Once the film is completed, the directors will screen it to exhibitors
(i.e. cinema chains) to get feedback as to how many cinema
screens wish to show the film.
If the demand from potential exhibitors is in excess of 100
screens, the directors will sub-distribute the film via a major film
studio, in order to benefit from their output deals in the pay-TV
and SVOD sectors. If exhibitor demand is less than 100 screens,
the directors will instead seek to distribute the film via an
independent distribution partner.
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
22
The Board
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
23
The Board
THE DIRECTORS OF PALM TREE WORLDWIDE LIMITED
ARE ALSO THE PROMOTERS OF THE PALM TREE FILM
CATALOGUE OF THIRTY FEATURE FILMS WHICH THEY
FUNDED, CREATED AND PRODUCED.
Robbie Moffat Aitken
Chairman
As Chairman, Robbie also has a supervisory role as Executive
Producer on all of the productions. He will have particular
responsibility for overseeing the general and financial management
of the Company and for reporting to shareholders. With his
wealth of experience in business, he will advise on all major
issues that affect the Company. Robbie is also an acclaimed
screenwriter and director with two dozen feature film credits.
Mairi Sutherland
Chief Executive
Mairi’s role will be as a Producer to oversee the production and
the subsequent distribution and exploitation of each film.
Throughout her career, Mairi has gained valuable commercial
skills and has been involved for the last twenty years in film
business in her capacity as a producer, screenwriter and movie
director, as well sales and marketing director.
Simon Lam
Chief Operations Executive
Simon has been working with the Palm Tree brand since 2009
and has become the chief operations exec dealing with the day
to day administration of Palm Tree Worldwide. A film and media
graduate, Simon brings youth and vitality to the everyday
workings of the company. He is multi-skilled and has worked on
the development of all of Palm Tree Worldwide’s projects now
ready to go into production.
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
24
Associates
PALM TREE WORLDWIDE LIMITED
http://palmtreefilm.com
25
Associates
NEIL MOCKLER
Associate Producer
Neil has worked for 32 years in the film industry after starting his
career at Rank Film Laboratories in 1978. After several promotions
in technical and sales positions he took on the role of Senior Sales
Manager of Deluxe London in 1996. His first Managing Director
appointment was in 2002 when he took the step to co-run Arion
Communication for many successful years. Neil’s achievement
was rewarded with the offer to run Soho Film Labs as Managing
Director for Ascent Media. Neil has represented the industry
globally and has dealt with all Majors such as Paramount, Warner
Bros, Universal and Disney along with the independent market
within Europe on films such as Sahara, Atonement, Shakespeare
in Love, and many more. Dealing with very high end Producers and
Directors but has also been very supportive of young and up and
coming students and has very strong links with National and
London film schools. Along with this he is a friend member of the
British Society of Cinematographers.
SEORAS WALLACE
Associate Producer, 2nd Unit Director
As an author, historical consultant and fight director with a
successful career spanning three decades in the film, television
and media industries, Seoras has worked alongside many of the
most famous, talented and recognised people in the industry on
award-wining productions such as: Braveheart, We Were Soldiers,
Gladiator, Highlander and Saving Private Ryan.
Seoras is a Scottish martial arts champion and sword-master, and
began as a fight and weaponry stuntman in 1986 film Highlander.
He quickly gathered an unrivalled reputation, becoming the first
choice of movie makers and producers seeking reliable historical
consultancy, training and choreography for their major fight
scenes. Commissions worldwide led to work on scores of
productions such as Chasing the Deer, The Bruce, Macbeth,
Merlin, King Arthur, and King Lear, as well as for The History
Channel, Discovery Network, NBC, BBC and more.
Seoras is perhaps been most closely associated with Braveheart,
working on it from the project's inception to completion. He has
been mentioned on three occasions publicly at the Oscar
ceremonies - for his contributions to Braveheart; We were Soldiers,
and Gladiator.
CRAIG ARMSTRONG
Composer
Craig Armstrong, OBE is a Scottish composer of modern
orchestral music, electronica and film scores. He graduated from
the Royal Academy of Music in 1981, and has since written music
for the Royal Shakespeare Company, the Royal Scottish National
Orchestra and the London Sinfonietta.
Armstrong's score for William Shakespeare's Romeo + Juliet
earned him a BAFTA for Achievement in Film Music and an Ivor
Novello. His composition for Baz Luhrmann's musical Moulin
Rouge earned him the 2001 American Film Institute's composer of
the Year award, a Golden Globe Award for Best Original Score
and a BAFTA. Armstrong was awarded a Grammy Award for Best
Original Score in 2004 for the biopic Ray. His other feature film
scoring credits include Love Actually, Oliver Stone's World Trade
Center, Elizabeth: The Golden Age, The Incredible Hulk, and The
Great Gatsby.
* credits are not contractual
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Associates contd
SOREN KLOCH
Technical Advisor
Soren has worked in the film business for more than thirty years as
a director of photography, producer and director. When digital
filmmaking was in its embryonic stage, he took up digital image
enhancement and transfer to film. Over the years he specialised in
visual effects and digital workflow and became involved in creating
the digital chapter sequences for Lars von Trier's ˜Breaking the
Waves”. Søren also did the digital-to-film on the early Dogme films
such as The Idiots, The King is Alive, Italian for Beginners, Jalla Jalla
and Dancer in the Dark. He has also worked on the The Kings
Speech and Moon as a consultant. He now has his own Londonbased company, Hokus Bogus, where he is involved in numerous
productions as a producer, a consultant or as a post production
coordinator, and on European and US independent films.
JUNE HUDSON
Costume Designer
June Hudson trained in design at the Royal College of Art and has
had a varied and extensive career as a costume designer in film,
television and theatre. She first worked as assistant to Oliver Messel
and then went on to design costumes for some of the most acclaimed
television productions of the 1970s and 1980s, including the classic
series - Doctor Who and Blake's 7. She left the BBC in 1990 to
diversify; as well as acting, role play and modelling (for David Bailey,
among others), to teach, and has by invitation worked as a portraitist
and illustrator. She remains, first and foremost, an active designer
and costume-design consultant.
Design drawings by June have been exhibited at the National
Theatre and her work is included in the RSC’s permanent exhibition
at Stratford. Her designs also hang in the private collections of the
BBC and the House of Commons. For the last twenty years, June
has lectured on character creation through costume for television,
focusing especially on the use of colour in dramatic realisation.
Venues for talks and workshops included the National Film Theatre,
the University of Manchester, and the National Museum of
Photography, Film and Television. Between 2006 and 2010 she was
four times been invited to serve as a Lossett Visiting Scholar at the
University of Redlands in Southern California, teaching intensive
courses on design for science fiction television. June has also been
the costume designer on eight Palm Tree branded films.
DARREN TUBBY
Production Designer
After spending a number of years in the bespoke furniture industry,
where he built up a respected business, he has successfully
establishing himself in films, television and theatre. Working as a
draughtsman and art director, he has designed sets and props for
feature films such as Children of Men, Cinderella, Nanny McPhee.
He is currently working on Guy Richie’s King Arthur.
Darren has also created sets and props for national and West End
theatre productions and other large scale promotional and exhibition
projects. Using traditional drawing board skills and programmes like
Vectorworks, Darren delivers 3D visuals to demonstrate how
completed projects will look before production begins
* credits are not contractual
PALM TREE WORLDWIDE LIMITED
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Financial Information
PALM TREE WORLDWIDE LIMITED
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Financial Information
Fund Raising under the Offer
A Maximum Amount of £5,400,000 is to be raised under
the Offer,of which £5,000,000 will be eligible for EIS Deferral
Relief. The funds will used to help finance the film slate
and its exploitation, as well as the expenses of the Offer.
The Minimum Amount required is £300,000.
Dividend Policy
The Directors have considered the method by which the
best returns for Investors may be achieved. Dividend
income is taxable and therefore the Directors would not
propose to distribute dividends during the first three
years following the Offer, although dividends may be
paid in subsequent years in accordance with the Articles
particularly as mentioned in paragraph 3(b).
Realisation of Investment
After three years, the Directors intend to seek the view of
the shareholders regarding the provision of a means of
realising their investment. The Directors may seek a
trading facility for the Company’s shares, or there may be
a number of alternatives available, such as the sale of
part or the whole of the Company, the purchase by the
Company of the shares held by shareholders, the
introduction of
new investors or the sale of the
Company’s assets and subsequent distribution of
proceeds to shareholders. Other opportunities may also
arise over the next three years, and the Directors will
consider the most appropriate method having regard to
the Company’s position and requirements at the time,
and make a recommendation to the shareholders.
PALM TREE WORLDWIDE LIMITED
Details of the Offer
Up to 5,400,000 B Shares are being offered at a price of
£1 per share, payable in full upon application.
Applications must be for a minimum of 5,000 B Shares
and thereafter in multiples of 1,000 B Shares.
Closing Date
The initial closing date is 1st May 2015. The Offer may
then be extended by the Directors. If the Minimum
Amount is not raised by 1st June 2015 (or such other
later date the Directors may decide), the commercial
plans off the Company may not proceed and applicants
will be refunded their subscription money in full without
interest.
If the Offer is less than fully subscribed, the shares for
the capital subscribed will be allotted and issued,
provided the Minimum Amount has been achieved.
Reporting to Shareholders
The Company will issue an annual report to each
shareholder, informing them of progress and the
financial position of the Company. The accounting
reference date of the Company is 31 December.
Management Objectives
The major objective of the Company will be to maximise
profit and be able to return to each investor after three
years the investor’s original investment plus a share of
the profits pari passu.
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Taxation
PALM TREE WORLDWIDE LIMITED
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Taxation
THIS DOCUMENT IS A SUMMARY ONLY OF THE MAIN PROVISIONS OF EIS
RELIEF. IT DOES NOT SET OUT THE RELEVANT PROVISIONS IN FULL AND
DOES NOT CONSTITUTE, OR PURPORT TO OFFER ADVICE IN RESPECT
OF TAXATION. ACCORDINGLY, INVESTORS ARE STRONGLY ADVISED TO
SEEK PROFESSIONAL ADVICE AS TO THEIR OWN TAX RELIEF
The Enterprise Investment Scheme
This is a summary of the main provisions of the EIS so
far as relevant to the Company as set out in Part 5 ITA
2007, Schedule 5B of TCGA 1992, and other relevant
legislation.
Basic Rules
The relief can only be claimed by an individual,
or, for Capital Gains Deferral Relief, certain trustees,
who subscribe for new shares (‘the relevant shares’)
issued in a qualifying company. The relevant shares
issued must be ordinary shares which carry no
preferential rights to assets on a winding up, and
no rights of redemption. Preferential rights to dividends
are permitted save where the share rights to dividends
are cumulative or where payment of dividends is
dependent upon the decision of the Company or
any other person.
Income Tax Relief for Subscriptions
Income tax relief is available to individuals in respect of
the amount subscribed for the relevant shares in a
qualifying company at 30%, up to a maximum of 30% of
£1,000,000 for any one tax year. Where income is
insufficient to obtain relief at 30%, relief will be given to
the extent it reduces the tax liability to nil. Individuals
who invest in the relevant shares in a qualifying company
can elect to treat any number of shares up to the full
number issued to them as if the shares had been issued
in the previous year, and claim relief accordingly, subject
to a maximum carry-back amount of £1,000,000. Based
on the assumption the Investor has made no investments
to which EIS relief is claimed in the current and
proceeding tax year relief could therefore be obtained
for an investment of up to a maximum of £2,000,000 by
carrying back £1,000,000 and claiming relief for up to
£1,000,000 in the current tax year.
Capital Gains Deferral Relief for Subscriptions
A claim may be made to defer the assessment of any
chargeable gain, or any part of such a gain, which arises
within the period of three years before or one year after
the issue of the relevant shares in a qualifying company.
The gain, up to the amount subscribed for those shares,
may be deferred until the relevant shares are disposed
of or, if earlier, until certain other events occur.
Amount
Inves
30% EIS Income * 28% EIS Capital
Tax Relief
Gains Tax Deferral
Combining Both EIS
Income
Net
Cost
£2,000
£600
£560
£1,160
£840
£5,000
£1,500
£1,400
£2,900
£2,100
£8,000
£2,400
£2,240
£4,620
£3,380
£10,000
£3,000
£2,800
£5,800
£4,200
£20,000
£6,000
£5,600
£11,600
£8,400
£50,000
£15,000
£14,000
£29,000
£21,000
£100,000
£30,000
£28,000
£58,000
£42,000
£200,000
£60,000
£56,000
£116,000
£84,000
£500,000
£150,000
£140,000
£290,000
£210,000
*Only applicable if a Capital Gain exists up to the limit of investment in the tax year and calculated on the assumption that a rate
of 28% is payable on the chargeable gain. Investors are reminded that the Capital Gains Tax Deferral is only deferred and comes
back into charge to Capital Gains Tax when the shares are disposed of or, if earlier, until certain other events occur.
PALM TREE WORLDWIDE LIMITED
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Taxation Rules
Capital Gains Tax Relief
To the extent EIS income tax relief is available and
is not liable to be withdrawn, any capital gain accruing
to the original investor on the disposal of the relevant
shares is exempt from capital gains tax, provided that
the shares have been held for a period of at least
three years from when the Shares are issued or if
later the date the company commences to trade.
Basic Rules - Income Tax Relief
Income tax relief can only be claimed by a qualifying
investor. To be a qualifying investor an individual must
not (with one exception, mentioned below) be connected
with the Company either before the Shares are issued
or within three years of the issue of the shares (or
of the commencement of trade, if later). An individual
is, broadly, connected with the Company:
The Investment Process
The subscription for the Shares must be fully paid, in
cash, at the time the Shares are issued.The Shares must
be issued for the purpose of raising money for a
qualifying business activity. All money raised by the issue
of the relevant Shares must be employed by the
investment company for the purpose of a qualifying
business activity within twenty four months, or, if later,
within 24 months of the start of the trade. Employing the
money raised on the acquisition of shares or stock in
another company is not permitted.
a) If the or an associate of his is an employee, partner
or paid director of the Company, or
Qualifying Business Activity
A qualifying business activity must be a qualifying trade,
or research and development intended to result in a
qualifying trade. It may be carried on either by the
Company or by a qualifying subsidiary, which is at least
90% owned.
Maximum Investment
The total amount of relevant investment made in
the company in the year ending on the date the
relevant shares are issued must not exceed £5 million.
A ‘relevant investment’ is made in a company if the
Company issues shares on which it submits a claim
for EIS or if an investment is made in the company
by a Venture Capital Trust or any other risk capital
investment which constitutes State Aid.
PALM TREE WORLDWIDE LIMITED
b) If he and/or an associate possesses, or is
entitled to acquire, more than 30% of the
issued ordinary share capital or issued share
capital, or voting power in the Company (this
does not apply, subject to certain conditions,
where the only shares owned are subscriber
shares).
For this purpose an associate includes a husband or
wife, lineal ancestor or descendant, a business partner
and certain persons with whom the individual has
connections through a trust. A ‘paid director’ is one
who receives, or is entitled to receive, any form of
payment from the Company other than certain items
such as reimbursement of expenses allowable for tax
purposes. The exception referred to above is where at
some time following and is so connected solely by
virtue of being a director of the Company who is so
paid for services rendered as a director or employee,
but was not so connected in any way before the issue.
Subject to certain conditions, such an individual can
be a qualifying investor.
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HMRC - EIS Approval
Enterprise Investment Scheme
Copy of the HMRC letter of authority to issue Compliance
Certificates under Section 204(1) ITA 2007
PALM TREE WORLDWIDE LIMITED
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Qualifying Companies
PALM TREE WORLDWIDE LIMITED
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Qualifying Companies
The Company must initially (at the time of issue of the
Shares) not be quoted on the Official List of the United
Kingdom Listing
Authority and there must be no
arrangements in place for it to become so quoted. In
addition, throughout the period commencing with the
issue of shares and ending three years later or three
years from commencement of trade, if later, it must not
be a subsidiary of, or be controlled by, another company;
it must either exist to carry on a qualifying trade or else
be the parent company and the business of the group
does not consist wholly or to a substantial part in the
carrying on of non-qualifying activities (broadly, investment
activities and non-qualifying trades); and there must be
no ‘arrangements’in existence for the Company to become
a subsidiary of, or be controlled by, another company.
The business of the group means what would be the
business of the group if the activities of the group
companies taken together were regarded as one business.
A group comprises the Company and any subsidiary in
which more than 50% of the Shares are held directly or
indirectly by the qualifying company, but any subsidiary
employing any of the money raised by the issue must be
90% owned. The value of the gross assets of the Company
and any subsidiaries must not exceed £15 million
immediately before the issue and £16 million immediately
after it. The issuing company must have less than 250 full
time equivalent employees when the relevant shares are
issued. If the issuing company is a parent company, the total
of the full time equivalent employees of the issuing
company and that of all subsidiaries must be less than 250
when the relevant shares are issued. The full-time
equivalent employee number is calculated as the number
of full time employees plus a just and reasonable fraction
for employees who are not full time. In addition the issuing
company must have a permanent establishment in the UK
and must not be in difficulty when the relevant shares are
issued.
A company is in difficulty where it is unable, whether
through its own resources or with the funds it is able
to obtain from its owner/shareholders or creditors, to stem
losses which, without outside intervention by the public
authorities, will almost certainly condemn it to going out
of business in the short or medium term.
The Directors have undertaken, so far as it is within their
power to do so, to ensure that the Company’s affairs will
be conducted so as to obtain and maintain qualifying
status under the EIS throughout the relevant period.
PALM TREE WORLDWIDE LIMITED
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Qualifying Companies
Qualifying Trades
Most types of trades qualify, but the following are
excluded:
a) dealing in land, commodities or futures, or in shares,
securities or other financial instruments; b) dealing in
goods otherwise than in the course of an ordinary trade
of wholesale or retail distribution, or acting as a
wholesaler or retailer of goods of a kind which are
collected or held as investments if stock is not actively
sold; c) banking, insurance, money lending, debt
factoring, hire purchase financing or other financial
activities; d) leasing (including letting ships on charter or
other assets on hire ) or receiving royalties or licence
fees (subject to certain exceptions where the royalties or
licence fees are from the exploitation of intellectual
property rights the greater part of the value of which has
been created by the recipient company or its
subsidiaries); e) providing legal or accountancy services;
f) farming and market gardening; g) holding, managing
or occupying woodlands, and other forestry activities or
timber production; h) property development; operating or
managing hotels or similar establishments; j)operating or
managing nursing homes and residential care homes: k)
shipbuilding; l) producing coal or steel: m) Subsidised
generation or export of electricity; and n) providing
services to a trade consisting of any of the above carried
on by a ‘connected person’.
The trade must be conducted on a commercial basis and
with a view to the realisation of profit.
Withdrawal of Relief
If any of the conditions relating to the Company cease to
be satisfied at any time beginning with the issue of the
Shares and ending three years later, or three years from
commencement of trade if this gives a longer period, the
EIS income tax relief is withdrawn and/or the deferred gains
come back into charge to tax, as the case may be. Relief
is also wholly or partially withdrawn and the deferred gains
come back into charge if within the three year period the
claimant receives value from the Company or otherwise
ceases to be eligible for relief.. In the case of Capital Gains
Deferral Relief, the deferred gain comes back into charge
on the disposal of the Shares other than to a cohabiting
spouse. Value is received from the Company if, for example,
it repurchases or redeems the Shares, or makes the individual
a loan or advance which has not been repaid in full before
the issue of Shares or provides a benefit or facility to the
individual. However in certain circumstances, “insignificant”
amounts of value (or the return of value to the Company
without delay) will be disregarded.
The Company has submitted its application to HM
Revenue & Customs and been approved to issue
compliance certificates under Section 204(1) ITA
2007 in respect of the shares to be issued, following
receipt of a completed form EIS1 from the company.
PALM TREE WORLDWIDE LIMITED
Tax Avoidance
The relief's are not available unless the Shares are
subscribed for genuine bona fide commercial reasons
and not as part of a scheme of arrangement, the main
purpose of which, or one of the main purposes of which,
is the avoidance off tax. There must not be any
arrangements that would either secure in advance a
means of realising the Shares or underpin their value. In
addition the Shares must not be issued in consequence
of or in connection with arrangements whose main
purpose is to generate access to certain tax relief's
(including EIS relief and EIS Deferral Relief) in
circumstances where either the benefit of the investment
is passed to another party to the arrangements, or the
business activities would otherwise be carried on by
another party.
Treatment of Gains and Losses on Disposal of Shares
Again (other than a deferred gain which has been subject
to Capital Gains Deferral Relief if that accrues to an
individual on the disposal of any shares, in respect of
which EIS income tax relief has been given to that
individual and not withdrawn, is not a chargeable gain for
the purposes of capital gains tax. But if the disposal
gives rise to a loss after taking the income tax relief into
account, that net loss can be set against either income
or chargeable gains. A gain that accrues to an individual
on the disposal of shares in respect of which EIS income
tax relief previously given has been withdrawn, or a gain
that accrues to trustees on the disposal of shares, will be
a chargeable gain. In addition, any deferred gain which
has been subject to Capital Gains Deferral Relief will
come back into charge to tax on the disposal, in addition
to the gain on the disposal of the Shares themselves.
Where an investor (whether an individual or trustee)
realises a loss on the disposal, such loss should be
available for set of against any chargeable gain which
has been the subject of Capital Gains Deferral Relief but
which come back into charge to tax on such disposal.
Claims
Investors make a formal claim for EIS Relief for EIS
Deferral Relief from their inspector of taxes. The claim is
made on receipt of Form EIS 3 from the Company. Form
EIS 3 is a certificate issued by a company, with the
approval of HM Revenue & Customs, confirming that it is
a qualifying company for these purposes. A company
cannot seek HM Revenue & Customs approval until it
has carried on a qualifying activity for four months. The
approval must be sought within two years of the end of
the year of assessment in which the shares are issued
or, if later within two years of the period commencing with
the date on which the company completed its first four
months of trading. An investor’s claim must be submitted
to his tax inspector no later than the fifth anniversary or
31st January following the year of assessment in which
the shares were issued (or treated as issued if relief’s
carried back).
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Additional Information
PALM TREE WORLDWIDE LIMITED
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Additional Information
1 The Company
(a)The Company was incorporated and registered in
England and Wales on 16th August 2013 under the Act
as a public limited company with the name Palm Tree
Worldwide Limited and its registered number is
08654290. The principal legislation under which the
Company operates is the Act and the regulations made
there under.
(b) The Company’s registered office is at East Sussex
(c) The liability of the members of the Company is limited.
(d) The Company is not a member of a group within the
meaning of the Act and the Company. It has one wholly
owned subsidiary company Palm Tree Universal
Limited.
(c) The Company may by ordinary resolution increase its
share capital, consolidate and divide all or any of its
Shares, cancel any Shares not taken or agree to be
taken by any person and subdivide its Shares.
(d) Save as disclosed in sub-paragraph 2(b) above, the
provisions of Section 561 of the Act, which, to the extent
not dis-applied pursuant to Section 570 of the Act, confer
on shareholders rights of preemption in respect of the
allotment of equity securities which are, or are to be, paid
up in cash other than allotments to employees under
employee share schemes, apply to the authorised but
unissued share capital of the Company.
3 Summary Articles
2 Share Capital
The issued share capital of the Company is 209,000 A
Shares, and 237,520 B Shares all of which are fully
paid. The A Shares are in registered form and are in
certificated form. By resolution dated 5th March 2015:
The Directors were authorised generally and
unconditionally in accordance with Section 551 of the
Act to exercise all the powers of the Company to allot
shares in the Company or grant rights to subscribe for
or convert any securities into shares in the Company up
91,000 A Shares and to 5,462,480 B Shares, such
authority to expire on the fifth anniversary of the passing
of the resolution, save that the Company may, before
such expiry, make an offer or agreement which would or
might require shares to be allotted or rights to be
granted, and the Directors may allot shares or grant
rights in pursuance of such offer or agreement as if the
power conferred thereby had not expired;
The Directors were empowered, pursuant to Section
570 of the Act, to allot equity securities (as defined in
Section 560 of the Act) pursuant to the authority referred
to in sub- paragraph (i) above as if Section 561(1) of the
Act did not apply to any such allotment, provided that
such power shall (unless renewed, varied or revoked by
the Company prior to or on that date) expire on the fifth
anniversary of the passing of the resolution, save that
the Company may before such expiry make an offer or
agreement which would or might require equity
securities to be allotted after such expiry and the
Directors may allot relevant securities in pursuance of
such offer or agreement as if the authority conferred
thereby had not expired.
PALM TREE WORLDWIDE LIMITED
The Articles, which are available for inspection, at the
address specific in paragraph 24, contain provisions,
inter alia, to the following effect:
(a) Voting
Whatever the number of A Shares in issue at any time
the A Shares shall confer upon the holders thereof the
right (pro rata to the number of A Shares held by each of
them) to cast an aggregate of 51 per cent of the voting
rights capable of being cast on all matters decided by
vote at general meetings of the Company with the result
that the holders of the A Shares will control the Company.
(b) Dividends
As with regards dividends, save to the extent that the
Company is prohibited from paying dividends by the Act:
1) firstly, an aggregate of up to £1 shall be paid to the
holders of each Share in issue, in proportion to the
number of Shares
they hold;
2) secondly, any further dividends shall be paid as
follows:
(i) 25 per cent. in value of such dividends shall be paid
to the holders of the A Shares in proportion to the
number of A Shares held by each of them; and
(ii) 75 per cent. in value of such dividends shall be paid
to the holders of the B Shares in proportion to the
number of B Shares held by each of them.
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Additional Information
(c) Return of Capital
On a return of assets on a liquidation, reduction of capital
or otherwise, the holders ofthe A Shares and the holders
of the B Shares shall be entitled to be paid out of the
surplus assets of the Company remaining after payment
of its liabilities the amount paid up or credited as paid up
on the Shares, such payment to be paid in proportion to
the number of A Shares or B Shares held respectively by
the holders of the A Shares or the B Shares (as the case
may be). After such payment has been made to the
holders of the A Shares and the holders of the B Shares
any further surplus assets shall be paid as follows:
(i)
25 per cent. in value of such surplus assets shall
be paid to the holders of the A Shares in proportion to the
number of A Shares held by each of them; and
(ii)
75 per cent. in value of such surplus assets shall
be paid to the holders of the B Shares in proportion to the
number of B Shares held by each of them.
(d) Redemption
The Shares have no redemption rights.
(e) Transfer of Shares
Subject to such of the restrictions contained in the
Articles as may be applicable, any member may transfer
all or any of his shares by instrument in writing in any
usual or common form, or in such other form as the
Board shall from time to time approve. Such instrument
of transfer must (if so required by law) be duly stamped
and be left at the registered office of the Company, or
such other place as the Board may appoint,
accompanied by the certificate for the shares to be
transferred and such other evidence (if any) as the Board
may require to prove the title of the intending transferor
(and if the instrument of transfer is executed by some
other person on his behalf, the authority of that person to
do so). Every instrument oftransfer must be in respect of
only one class of share. The instrument of transfer of a
share shall be signed by or on behalf of the transferor,
and the transferor shall be deemed to remain the holder
of the share until the name of the transferee is entered in
the register in respect thereof.. In the case of a partly paid
up share the instrument of transfer must also be signed
by or on behalf of the transferee. Notwithstanding any
other provision of the Articles to the contrary and save
with the prior approval of a special resolution of the
holders of each class of shares in the Company, no
interest in any share shall be transferred or otherwise
disposed of nor shall the same be registered by the
Directors, nor shall any arrangement be entered into if,
as a result, the Company would become a subsidiary of
another company or would be controlled (as defined in
Section 450 of CTA) by another company or by another
company together with persons connected (within the
meaning adopted for the purposes of Section 139 ofITA)
with the Company and whereby the conditions for relief
of individuals for investment in the corporate trades
under Chapter 1 of Part 5 of ITA would not continue to
apply or whereby such relief would be withdrawn.
PALM TREE WORLDWIDE LIMITED
(f) Suspension of Rights
No member shall unless the Board otherwise determines:
(i) be entitled to vote at a general meeting either
personally or by proxy or to exercise any privilege as a
member unless all calls or other sums presently payable
by him in respect of shares in the Company have been
paid;
(ii) be entitled to vote at a general meeting either
personally or by proxy if he or any person appearing to
be interested in those shares has been duly served with
a notice under Section 793 of the Act and he or any such
person in the absolute discretion of the Board [a] is in
default in supplying to the Company the information
thereby requested within twenty-eight days after service
ofsuch notice or such longer period as may be specified
in such notice for compliance therewith; and [b] has not
remedied such default within a further period offourteen
days after service ofa further notice requiring him to do so.
g) Variation of Rights
Subject to the provisions of the Act, if at any time the
capital of the Company is divided into additional different
classes of shares, the rights attached to any class may
be varied or abrogated, whether or not the Company is
being wound up either:
(i) in such manner (if any) as may be provided by such
rights;
or
(ii) in the absence of any such provision with the consent
in writing of the holders of three quarters in nominal
value of the issued shares of that class, or with the
sanction of an extraordinary resolution passed at a
separate general meeting of the holders of the shares of
that class.
(h) AGMs
The Company shall in each year hold a general meeting
as its Annual General Meeting in addition to any other
meetings in that year and not more than fifteen months
shall elapse between the date of one Annual General
Meeting of the Company and that ofthe next.The Annual
General Meeting shall be held at such time and place as
the Board shall determine.
(i) Electronic Communication
The Company may, subject to the Act, convey or supply
all types of notices, documents or information to the
members electronically, including by making such
notices, documents or information available on a website.
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Additional Information
4 Directors
(a) Robbie Moffat Aitken was appointed a director on 16th
August 2013. Mairi Fraser Sutherland and Simon Lam
were appointed were appointed Directors on 3rd
December 2014.
(b) In addition to directorships of the Company, the
Directors hold the following directorships at the time of
the issue of this Document:
Robbie Moffat Aitken - Great Getaway Limited, Palm
Tree LLC, Euroflix Ltd, Popco Limited
Mairi Fraser Sutherland - Palm Tree Universal Limited,
Suma Limited
Simon Lam - Palm Tree Universal Limited, Euroflix Ltd
(c) Save as disclosed above none of the Directors has:
(i) any convictions in relation to fraudulent offences for at
least the previous five years;
(ii) had any bankruptcy order made against him or
entered into any voluntary arrangements for at least the
previous five years;
(iii) been a member of the administrative, management
or supervisory body of any company which has been
placed in receivership, compulsory liquidation,
administration, been subject to a voluntary arrangement
or any composition or arrangement with its creditors
generally or any class of its creditors whilst he was a
director of that company for at least the previous five
years;
(iv) been a partner in any partnership which has been
placed in compulsory liquidation, administration or been
the subject of partnership voluntary arrangement whilst
he was a partner in that partnership for at least the
previous five years;
(v) been the owner of any assets or a partner in any
partnership which has been placed in receivership whilst
he was a partner in that partnership for at least the
previous five years;
(vi) been the subject of any official public incrimination
and/or sanctions by any statutory or regulatory authority
(including designated professional bodies) for at least
the previous five years; or
(vii) been disqualified by a court from acting as a
member of the administrative, management or
supervisory body of any company or from acting in the
management or conduct of the affairs of any company
for at least the previous five years.
PALM TREE WORLDWIDE LIMITED
5 Directors Interests
(a) The interests, all of which are beneficial, of each
Director (including any interest known to that Director
or which could with reasonable diligence be ascertained
by him of any person connected with a Director within
the meaning of Section 252 of the Act):Director
R M Aitken (Popco Ltd)
Number of Shares
143,220 A Shares
144,000 B Shares
M S Sutherland (Suma Ltd)
59,800 A Shares
60,000 B Shares
Simon Lam
5,980 A Shares
21,200 B Shares
(b) Save as disclosed above, at the date of this Document,
no Director has any interest, beneficial or otherwise, in
the share capital of the Company.
(c) No Director has or has had any interest in any
transaction which is or was unusual in its nature or
conditions or significant with regard to the business of
the Company.
(d) No loan or guarantee has been granted or provided
to or for the benefit of any Director by the Company.
(e) There are no potential conflicts of interests between
any of the Directors duties to the Company and their
private interests and/or other duties.
6 Directors Service Contracts
(a) Each of the Directors has entered into a letter of
engagement with the Company, the material terms of
which are as follows:
(i) each of the Directors agrees to devote such time as is
necessary to the business of the Company;
(ii) each of the Directors will be entitled to a salary of
£25,000 per annum and the Company will reimburse all
reasonable expenses incurred by each Director;
(iii) each Director will be appointed for an initial duration
of three years, after which either the Director or the
Company may terminate the agreement by giving six
months’ written notice to the other party; and
(iv) neither of the Directors is entitled to any benefits
upon termination of the letter of engagement.
(b) It is estimated that the aggregate remuneration
(including benefits in kind) of the Directors for the period
ending on 31 December 2015 under the arrangements
in force at the date of this Document will not exceed
£75,000 plus expenses.
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Additional Information
7 Share Options
It is no Company intention to introduce a suitable share
option scheme as a management incentive.
8 Corporate Governance
The Company does not comply with the UK corporate
governance regime because, due to the size of the
Board and the scale of the business of the Company
at the current time, the Directors do not consider it
necessary to establish any remuneration nomination
or audit committees.
9 Capitalisation and indebtedness
At 15th March 2015, the issued share capital of the
Company is 209,000 A Shares and 237,520 B Shares,
all of which are fully paid.
At the date of this Document, the Company has had
no borrowings, indebtedness or guarantees.
10 Capital Resources.
The only resources of cash which will be available to
the Company are the proceeds of the Offer. There are
various qualifying conditions attached in order for the
Company to be considered as qualifying for EIS Relief
or EIS Deferral Relief which restrict the use of the
proceeds of the Offer. The Company has no borrowings,
indebtedness or guarantees.
11 Minimum Amount
The Minimum Amount (£300,000) which, in the opinion
of the Directors, is the minimum amount which must
be raised is as follows:The purchase price of any property purchased, or to
be purchased, which is to be defrayed in whole or
in part out of the proceeds of the Offer:
Nil
Preliminary expenses and commissions payable by
the Company:
£24,000
Repayment of monies borrowed by the Company in
respect of the foregoing:
£ 6,000
Working Capital:
£270,000
Total:
£300,000
The Minimum Amount which must be raised
can only be waived through the issue by the
Company of a supplementary offer document.
The total amount of the preliminary expenses
(less commissions) of the Offer is estimated
at £30,000 which is payable out of subscriptions
to the Offer. Assuming full subscription for
all the B Shares to be subscribed under the
Offer, the total amount of commissions payable
to financial intermediaries is expected to be
approximately £438,000. The total proceeds which
are expected to be raised by the Offer, assuming
full subscription for all the B Shares to be
subscribed under the Offer, is £5,400,000 and
on this basis the expected net proceeds after
deduction of professional expenses and commissions
to financial intermediaries is expected to be
£4,962,000. If the Offer is not taken up in
full the amount of the capital of the Company
subscribed for there under will be allotted provided
the Company receives not less than the Minimum
Amount.
12 Substantial Shareholdings
Save as referred to at paragraph 5, the Directors
are not aware of any person who, immediately
following the Offer will be interested in 20 per cent.
or more of the issued share capital of the Company,
provided that there is full subscription for all the B
Shares under the Offer.
13 Litigation
The Company is not, and has not been engaged
in the previous twelve months, in any governmental,
legal or arbitration proceedings which may have,
or have had, any significant effect on the Company’s
financial position or profitability nor, so far as the
Company is aware, are there any such proceeding
pending or threatened by or against the Company.
14 Principal Activities
The Company’s principal activity is that of the
financing, production and exploitation of motion
pictures.
15 Exceptional Factors
There have been no exceptional factors which may
have or have had a significant effect on the activities
of the Company.
16 Significant Developments
There has been no significant change in the financial
or trading position of the Company since 31 December
2014, the date to which the first financial report
was prepared.
PALM TREE WORLDWIDE LIMITED
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Additional Information
17 Significant Gross Change
If the Offer had taken place at the date of incorporation
of the Company then:
(a) the net assets would have been increased at the date
of incorporation by the amount of the net proceeds of the
Offer; and
(b) the Company would have started to apply the funds,
together with any interest earned thereon, received
under the Offer in pursuing its business plan and
towards generating earnings.
18 Current Prospects
The Directors consider that the prospects of the
Company for the financial period ending 31 December
2015 are satisfactory.
19 Working capital
The Company is of the opinion that, after taking into
account the Minimum Amount, the Company has
sufficient working capital to meet its present
requirements, for at least the next twelve months from
the date of publication of this Document.
20 Intellectual Property
The Company’s business will involve producing and then
subsequently distributing, licensing and exploiting a film,
and such ancillary activities as the Board may decide.
21 Taxation of Dividends
The statements that follow are intended only as a
general guide to current law and practice for certain
categories of shareholder. Anyone who is in any doubt
as to his tax position or who is subject to tax in any
jurisdiction other than the UK should consult an
appropriate professional adviser. Under current UK
taxation legislation no withholding tax will be deducted
from dividends paid by the Company. A UK resident
individual shareholder will receive, imputed to any
dividend received from the Company, a tax credit equal
to one ninth of the dividend paid. The dividend and tax
credit will be included in calculating the shareholder’s
total income for UK taxation purposes. The tax credit will
on the dividend plus the tax credit unless the individual’s
total income exceeds the threshold for basic rate tax in
which case the individual will, to that extent, be liable to
tax at the dividend higher or additional rate in respect of
the dividend. The individual will pay additional tax on the
dividend and related tax credit at a rate currently equal
to 22.5 per cent which equates to 25 per cent of the net
dividend. Individuals liable to income tax at the additional
rate will pay additional tax on the dividend and related
tax credit at a rate of 27.5 per cent, which equates to
30.55 per cent of the net dividend.
PALM TREE WORLDWIDE LIMITED
A UK resident corporate shareholder (other than certain
insurance companies and others holding the Shares as
trading assets) will not normally be liable to UK
corporation tax on any dividend received from the
Company and the dividend and associated tax credit will
represent franked investment income in the hands of
such a shareholder. A shareholder of the Company who
is not resident in the UK is not generally entitled to the
benefit of any tax credit in respect of a dividend received
from the Company. However, such a shareholder may
be entitled to reclaim from HMRC a proportion of the tax
credit relating to the dividend if there is an appropriate
provision in an applicable double taxation treaty. A non
UK resident shareholder may be subject to foreign
taxation on dividend income in his country of residence.
Any person who is not resident in the UK should consult
his own tax adviser on whether he is entitled to reclaim
any part of the tax credit, the procedure for doing so and
the tax treatment of his country of residence.
22 Inheritance Tax
Business property relief (“BPR”) should be available in
respect of the Shares provided they have been held by
an Investor for at least two years prior to the transfer of
value (for example, the death ofthe Investor or the gift of
the shares by the Investor during his or her own lifetime).
Provided the shares remain unquoted and are held for
the relevant two year period, 100 per cent. BPR should
be available to give 100 per cent exemption from
inheritance tax. If the shares are the subject of a gift by
the Investor and the Investor does not survive the gift by
seven years, the IHT will be “clawed back” if, broadly, the
giftee does not continue to own them at the date of death
of the Investor or the shares no longer qualify for BPR
(for example, the Company has become a quoted
company and the holder does not have a controlling
interest in the Company).
23 Material Contracts
The Company is not currently party to any material
contracts:
24 Documents for Inspection
Copies of the following documents may be inspected at
the general office of the Company during usual business
hours on any weekday (Saturdays, Sundays and public
holidays excepted) up to and including the date on which
the Offer closes:
a) Articles of Association
b) Financial Projections report
25 General
The Offer is not being underwritten.
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Share Application
PALM TREE WORLDWIDE LIMITED
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43
Share Application
General Conditions
The purchase price for each B Share is £1. Each
application must be made on the application form
supplied in this document and be accompanied by a
separate cheque or bankers’ draft drawn in Sterling on
an account at a branch (which must be in England,
Scotland, Northern Ireland,Wales, the Channel Islands or
the Isle of Man) of a bank or building society which is
either a settlement member of the Cheque and Credit
Clearing Company Limited or a member of either of the
committees of the Scottish or Belfast Clearing Houses or
which has arranged for its cheques and bankers’ draftts
to be cleared through the facilities provided by either of
those companies or those committees (and must bear
the appropriate sorting code number in the top right
hand corner). This application form and payment should
then be forwarded by post or hand to:
PALM TREE WORLDWIDE LIMITED
1 Hillview, Oxford Gardens, Denham, Uxbridge UB9 4DS
Applicants are advised to allow three full business days
for delivery through the post. Cheques or bankers’ drafts
must be made payable to Palm Tree Worldwide Limited
and crossed A/C Payee. Applications must be for the
minimum of 5,000 B Shares and thereafter in multiples of
1,000 B Shares. Applicants will be informed whether they
have been successful or not by letter within seven full
business days from the date of receipt of the application
and share certificates will be dispatched to shareholders
within twenty eight days following allotment. Share
certificates and any surplus moneys will be retained
pending clearance of an applicant’s cheque.Cheques will
be presented for payment on receipt and kept in a
designated account of the Company pending completion
of the Offer and it is a term of the Offer that remittances
should be honoured on the first presentation. The
applicant,by completion of the application form, foregoes
his right to any interest on the subscription moneys. The
Board reserves the right to reject any application for B
Shares.
The Board also reserves the right to treat as valid any
applications for B Shares, which do not fully comply with
the conditions set out in the application form. If any
application for B Shares is not accepted or the Offer
lapses, the amount paid on application will be returned
within seven days of such rejection or lapse. All
documents and remittances relating to this Offer sent by
or to an applicant are at the applicant’s risk. Applications
will be considered in order of receipt, save that
applications received with post-dated cheques will not be
considered until the date of the cheque.
Multiple or suspected multiple applications or any
application considered by the Directors to have been
made by a nominee are not acceptable. Joint
applications are acceptable, but joint applicants should
note that they might not be able to claim EIS Relief or EIS
Deferral Relief. All joint applicants should sign the
application form and give full names and addresses in
block capitals. An applicant applying on behalf of another
person must complete the application form in the name
of that other person and sign his/her name as attorney
and must enclose a power of attorney duly executed.
PALM TREE WORLDWIDE LIMITED
No person receiving a copy of this document and/or
application form in any territory other than the United
Kingdom may treat the same as constituting an invitation
or offer to him, nor should he in any event use such
application form, unless in the relevant territory such an
invitation could lawfully be made to him or such form
could lawfully be used without contravention of any other
legislation or other legal requirements. It is the
responsibility of any person outside the UK wishing to
make an application hereunder to satisfy himself as to
the full observance of the laws and regulations of the
relevant territory in connection therewith including
obtaining any governmental or other consents which
may be required or observing any other formalities
needing to be observed in such territory.
The Offer will open at 9.30am, 15 March 2015. The initial
closing date will be at 5.30pm, 1st May 2015. So long as
the Minimum Amount shall have been raised by 1st May
2015, the Offer may then be extended by the Directors.
Further Terms and Conditions
Your attention is drawn to the terms and conditions set
out on the reverse of the application form which forms
part of this Document and to the application form.
Important - Money Laundering Regulations
It is a term of the Offer that, to ensure compliance with
the Money Laundering Regulations 1993 and/or the
Money Laundering Regulations 2003, the Company is
entitled to require, at its absolute discretion, verification
of the identity from any Applicant including, without
limitation, from any Applicant who either (i) tenders
payment by way ofa cheque or bankers’draft drawn on an
account in the name of a person or persons other than
the Applicant or (ii) appears to the Company to be acting
on behalf of some other person. In the case of (i) above,
verification of the identity of the Applicant may be
required. In the case of (ii) above, verification of the
identity of any person on whose behalf the Applicant
appears to be acting may be required. Pending the
provision of evidence satisfactory to the Company as to
the identity ofthe Applicant and/or any person on whose
behalf the Applicant appears to be acting, the Company
may, in its absolute discretion, retain an application form
lodged by an Applicant and/or the cheque or other
remittance relating thereto and/or not enter the Applicant
on the register of members or issue any certificate in
respect of B Shares allotted to the Applicant. If, within a
reasonable period of time following request for
verification of identity and in any case no later than 3pm
on the relevant date of allotment, the Company has not
received evidence of the identity of the Applicant
satisfactory to it, the Company may, at its absolute
discretion, reject any such application in which event the
remittance submitted in respect of that application will be
returned to the Applicant (without prejudice to the rights
of the Company to undertake proceedings to cover any
loss suffered by it as a result of the failure of the
Applicant to produce satisfactory evidence of identity).
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Terms and Conditions
1 I hereby acknowledge that the acceptance and basis
of allocation of the B Shares is in the absolute discretion
of the Directors and that they have reserved the right to
reject in whole or in part or to scale down any application
including without limitation multiple or suspected multiple
applications or any application considered by the
Directors to have been made by a nominee. If any
application is not accepted, or is accepted for fewer B
Shares than the number applied for the application
moneys or the balance thereof (as the case may be) will
be returned by sending the Applicant’s cheque or
bankers’ draft, or a crossed cheque in favour of the
Applicant in each case by post or by hand and at the risk
of the person entitled thereto to the address of the
Applicant without interest.
2 In consideration of the Directors agreeing that they will
consider and process applications for the B Shares in
accordance with the procedure referred to in the Offer
Document and as a separate contract with the Company
which will become binding on despatch by post of this
application.
a) I warrant that my cheque or bankers’ draft will be
honoured on first presentation and agree that if such
cheque or bankers’ draft is not so honoured I will not be
entitled to receive a share certificate for any B Shares
unless and until I make payment in cleared funds for
such B Shares and such payment as accepted by the
Company in its absolute discretion (which acceptance
may be on the basis that I indemnify the Company
against all cost,damages, losses, expenses and liabilities
arising out of or in conjunction with the failure of my
remittance to be honoured on the first presentation);
b) I understand that any application by me to invest in the
Company shall be deemed to be an offer up to the value
of my application and that such offer shall be deemed to
take effect on despatch by post with this application form;
c) I confirm that I am not relying on any information or
representation in relation to the Company other than that
contained in the Offer Document and agree that neither
the Company nor any person responsible for the Offer
Document or any part of it shall have any liability for any
information or representation not so contained;
d) I hereby authorise the Company to send a cheque for
any moneys returnable to me by first class post at my
risk to the address given overleaf or introducing agent;
PALM TREE WORLDWIDE LIMITED
e) I agree that my application is irrevocable (save for the
circumstances set out in Section 87q of FSMA (right of
withdrawal);
f) I warrant that if I have signed this application form on
behalf of any other person I have due authority to do so,
and that such person will also be bound accordingly and
be deemed to have given the confirmations, warranties
and undertakings contained in this Offer Document;
g) I warrant that I am not nor am I applying on behalf of a
person who is under the age of18;
h) I hereby warrant and declare that I am not connected
with the Company and I will notify the Directors
immediately in writing if I become so connected as
defined in Section 291 ofthe ICTA;
i) I agree that this application form shall be construed in
accordance with and governed by the laws of England
and Wales.
3 I hereby declare that I have read, understood and
agreed to the terms and conditions contained in the
Offer Document and this application form including the
Risk Factors in Part 2 of the Offer Document and have
taken all the appropriate professional advice which I
consider necessary before submitting my application
and that I am aware of the special risks involved in
participating in an investment of this nature, and I
understand that my application is made upon the terms
of the Offer Document and this application form.
4 I acknowledge that in relation to the transactions in the
Offer Document, advisers of the Company mentioned
therein are acting for the Company and not for me or on
my account and that accordingly will not be responsible
to me for providing protections afforded to their clients, or
advising me on any transaction described herein, or
ensuring that any such transaction is suitable for me.
5 I agree that acceptance of an application form will have
the meaning set out in the Offer Document unless the
context requires otherwise.
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Application Form
This application form, together with your cheque or bankers’ draft made payable to Palm Tree
Worldwide Limited should be sent to 1 HILLVIEW, OXFORD GARDENS, DENHAM, UXBRIDGE UB9
4DS. The Offer will open at 9.30am on 15 March 2015. The initial closing date is 5.30pm on the 1st
May 2015. So long as the Minimum Amount shall have been raised by 5.30pm on the 1st May 2015,
the Offer may then be extended by the directors.
Palm Tree Worldwide Limited
Offer for subscription of up to 5,400,000 ‘B’Shares payable in full application
Number of B shares for*
Our Ref:
Amount enclosed at £1 per B share
£
* application must be for a minimum of 5,000 ‘B’ Shares and thereafter in multiples of 1,000 ‘B’ Shares
To the Directors, Palm Tree Worldwide Limited
I hereby irrevocably offer (save for the circumstances set out in Section 87q of FSMA (right of withdrawal)) to
subscribe for the number of fully paid ‘B’Shares on the terms of the document dated March 2015 (the “Offer
Document”) and subject to the terms and conditions set out on the next page and the memorandum and articles
of association of the Company. I enclose a cheque/bankers’draft for the amount specified above, made payable
to Palm Tree Worldwide Limited and agree to accept the same or such lesser number of such ‘B’ Shares in
respect of which my application may be accepted.
I request and authorise you to register any ‘B’Shares for which this application is accepted in the names(s) set out below:
Surname:
Surname:
Title:
Title:
Forenames:
Forenames:
Tel:
Tel:
Email:
Email:
Signature:
Signature:
Date:
Date:
All joint applicants must sign (Note: joint applicants may not be able to claim EIS Relief or EIS Deferral Relief.
Your cheque/bankers’draft should be made payable to Palm Tree Worldwide Limited. If application is made
through your agent, please complete below including occupation and authorisation.
Surname:
Surname:
Title:
Title:
Forenames:
Forenames:
Address:
Address:
PALM TREE WORLDWIDE LIMITED
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Contact
PALM TREE WORLDWIDE LIMITED
Registered Office - 49 Station Road, Polegate,
East Sussex BN26 6EA
General Office - 1 Hillview, Oxford Gardens,
Denham, Uxbridge UB9 4DS
Tel 020 3713 7746
[email protected] http://palmtreefilm.com
With your investment,
Palm Tree
will bring outstanding productions
to the big screen
Issue of B shares under
the Offer expected by
1st June 2015
PALM TREE WORLDWIDE LIMITED
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