The content of this pitch by Compare and Share Limited (the "Company") and the documents, comments and information contained within it (together the "Pitch") have been prepared by the Company.
The Pitch is approved as a financial promotion, and communicated, by Crowdcube Ventures Limited ("Crowdcube") in accordance with section 21 of the Financial Services and Markets Act 2000 ("the Act"). Crowdcube of the Innovation Centre, University of Exeter, Exeter EX4 4RN, a company limited by guarantee registered in England and Wales under company number 07455593, is authorised and regulated by the Financial Conduct Authority under registered number 0572026.
The Pitch is communicated by Crowdcube to its qualifying members on the basis of such recipients' status as certified high net worth individuals or self-certified sophisticated investors in accordance with Articles 48 and 50A of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and informed and intelligent members of Crowdcube who understand the implications of private equity investment in start-up and early stage companies. In context, the Pitch complies with regulatory requirements, but potential investors are encouraged to "cross examine" the Company by interactive due diligence and use of the available online forums to bring the "wisdom of the crowd" to bear.
In approving this Pitch, Crowdcube has concluded that the Pitch, taken as a whole in the context of the above, is fair, clear and not misleading taking into account the means of communication and the information the communication is intended to convey. Crowdcube has reviewed any factual statements included within the Pitch and obtained evidence of their accuracy from the Company, and where possible, from external sources.
IMPORTANT - PLEASE READ CAREFULLY
Recipients of any Pitch are strictly limited to persons who are registered members of Crowdcube, are certified high net worth individuals or self-certified sophisticated investors accordance with Articles 48 and 50A of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and persons who have completed the Investor Assessment Questionnaire as a preliminary to reviewing a Pitch. Any person who does not qualify must not view the Pitch, must return the Pitch documents to the Company immediately and should not read or act upon any of the information contained within it.
The Pitch does not constitute an offer of or an invitation to subscribe for securities to the public that would otherwise be required to comply with the Prospectus Regulations 2005.
No public offer in any jurisdiction is being made by the Pitch. The Pitch is primarily intended for release in the United Kingdom and does not constitute an offer, or the solicitation of an offer, in relation to shares in any jurisdiction in which such offer or solicitation is unlawful.
The Pitch has been prepared exclusively by the Company. It is being provided to a limited number of persons, each of whom is considered to be a legitimate recipient, solely as a guide for the purpose of giving background information to enable recipients to assess whether they wish to place an order to subscribe for shares in the Company.
The information and opinions contained within the Pitch are strictly confidential and are being made available only to parties who agree to keep them confidential. Neither the Pitch nor any part of it may be copied, published, disclosed, reproduced or distributed to any person at any time without the prior written consent of the Company, and shall not be used for any purpose other than in connection with the proposed investment in the Company. By accepting the Pitch you are deemed to undertake and warrant to the Company and Crowdcube that you will keep it confidential. You agree to indemnify the Company and Crowdcube against any losses incurred by the Company and/or Crowdcube as a result of any unauthorised disclosure, and to return on demand, the Pitch and any related documents or information to the Company.
The Pitch does not purport to be all-inclusive or necessarily to contain all the information that a prospective investor may desire in investigating the Company, and may be subject to updating, withdrawal, revision or amendment. No representation or warranty, express or implied, is or will be given by Crowdcube, the Company, their advisers or any of their respective directors, shareholders, partners or employees as to the accuracy or completeness of the Pitch or the information or opinions contained therein.
Any financial projections given are illustrative only and none of the projections or assumptions should be taken as promises on the part of the Company nor should they be taken as implying any indication, assurance or guarantee that those assumptions are correct or exhaustive.
The Pitch contains forward-looking statements. These statements relate to, amongst other things, the Company’s future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as “believe”, “could”, “envisage”, “estimate”, “intend”, “may”, “plan”, “will” or the negative of those, variations or comparable expressions, including references to assumptions.
The forward-looking statements in this Pitch are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. If one or more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements. These forward-looking statements are made only as at the date of the Pitch.
Each recipient of the Pitch must make their own independent assessment of the information provided by the Company and is recommended to seek independent advice on the contents hereof from an authorised person specialising in advising on investments of the kind in question. Neither the Company, Crowdcube nor any of their advisers, nor their respective directors, partners, representatives, agents, consultants or employees shall be liable for any direct, indirect or consequential loss or damage suffered by any person relying on statements or omissions from the Pitch and to the maximum extent permitted by law, all conditions, warranties and other terms which might be implied by statute, common law or the law of equity and any such liability are expressly excluded. The Pitch should not be construed as a recommendation to prospective investors by the Company or Crowdcube or any of their respective officers to invest in the Company, and does not form any commitment by the Company to proceed with an investment. The Company and Crowdcube reserve the right to terminate the procedure at any time and to terminate any discussions and negotiations with any prospective investors at any time and without giving any reason.
Any and all discussions, negotiations and communications, including through any online forums, between any recipient of the Pitch and the Company and their respective directors, shareholders, employees, advisers and/or representatives will remain subject to contract. Any person who invests in the Company at any time must comply with all applicable laws and regulations in force in any jurisdiction in which they acquire, offer or sell shares and must obtain any consent, approval or permission required in respect of any such transaction under the laws and regulations in force in any jurisdiction to which they are subject or in which any such transaction takes place or in which they possess the Pitch. Neither the Company, Crowdcube nor any of their respective directors, partners, representatives, agents, consultants or employees shall have any responsibility for any such matters.
The distribution of the Pitch in certain jurisdictions other than the United Kingdom may be restricted by law and therefore persons accessing the Pitch into whose possession the Pitch documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdiction. Recipients represent and warrant to the Company and Crowdcube that they are able to receive the Pitch without contravention of applicable legal or regulatory restrictions in the jurisdiction in which they reside, conduct business or receive the Pitch, including in particular the requirements of the Act.
The Company accepts responsibility for the information contained in this Pitch. To the best of the knowledge and belief of the Company (who has taken all reasonable care to ensure that such is the case) the information contained in this Pitch is in accordance with the facts and there are no other facts the omission of which would affect the validity of such information.
The information contained in the Updates section and the Q&A section does not form part of the Pitch and has not been reviewed or approved by Crowdcube. The content of the Updates and Q&A sections of the pitch are not approved by Crowdcube, but are exempted on the basis that they are follow up communications available to certified high net worth individuals or self-certified sophisticated investors accordance with Articles 48 and 50A of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. Similarly, any information published outside of the Crowdcube platform, including on social media platforms (e.g. Facebook, Twitter) or the Company’s website, does not form part of the Pitch. Crowdcube assumes no responsibility for information contained in the Q&A or Updates section, or in any form of media outside the Crowdcube platform.
Potential investors should be aware of the risks associated with an investment in the Company especially at an early stage in its development and should ensure that they have read and understood the Risk Warning on the Crowdcube website before continuing. If any potential investors are in any doubt regarding the contents of any Pitch, they must consult their own professional financial advisers.
Investment in the Company carries substantial risk and may involve special risks that could lead to a loss of all or a substantial amount of such investment. Unless prospective applicants for shares fully understand and accept the nature of the Company and the potential risks inherent in the Company they should not invest in the Company. A prospective investor should consider carefully whether an investment in the Company is suitable for themselves in the light of their personal circumstances, the economic climate and the financial resources available to them. There can be no assurance that the Company’s objectives in respect to any of its funds will be achieved and investment results may vary substantially over time. As such, an investor's capital may be at risk.
ANY INVESTMENT IN PRIVATE LIMITED COMPANIES, ESPECIALLY AT AN EARLY STAGE IN THEIR DEVELOPMENT, IS AN INHERENTLY RISKY INVESTMENT. IF YOU ARE IN ANY DOUBT ABOUT INVESTING, CROWDCUBE RECOMMENDS YOU CONSULT WITH YOUR FINANCIAL ADVISERS.