Beruflich Dokumente
Kultur Dokumente
Business Plan
Issue 04
August 2014
Contents
1
Executive summary
Business Model
12
14
Equity Requirement
18
19
20
22
23
26
28
29
1
Commercial in Confidence
1 Executive summary
1.1 About the Company
Aeristech was founded in 2006 by Bryn Richards with a unique method of turbocharging a vehicle to
achieve engine downsizing and CO2 savings. With the help of investors, grants, and automotive
customers, Aeristech has proven the technology at prototype level and built a portfolio of patents
and intellectual property around high-speed electric motors, compressors, and turbines (electric
boosting). Aeristech is a company limited by shares, with Bryn Richards as CEO and shareholder,
assisted by a diverse team of executive and non-executive talent.
1.2 The Market
The market for electric boosting has arrived. The market is driven by the trend towards smaller
engines in all car markets. Several economic and legislative factors drive the trend to smaller engines.
European CO2 legislation is a primary near-term driver, so Europe leads the trend. However, the
market is worldwide.
The automotive industry now accepts that advanced boosting technologies, including electric
boosting, will be the principle means of achieving engine downsizing beyond todays state of the art.
This consensus on technical direction is new. In the last two years, this consensus has led to the
creation of a market for Aeristechs technologies.
1.3 Aeristechs Unique Offering
According to Aeristechs inernal engineering analysis and volume cost estimation, Aeristech offers
the cheapest, most compact, most easily integrated, and most high-performance technology
platform for advanced boosting. Mechanical systems are very bulky and complex, but they entail
known component technologies and are often favoured by incumbent turbocharger manufactures.
Conventional electric boosting technologies have poor efficiency and performance because of the
difficulty in controlling electric motors at very high speeds. Aeristech has patented an efficient and
cheap method for controlling high-speed motors and has produced and demonstrated the most
high-performance electric compressors and turbines in the world.
1.4 Business Model
Aeristechs exit strategy is based technology licensing to the volume car market and the business
model is structured in such a way that all activities are complimentary to that goal. Aeristech
completed a research and development phase, working with OEMs and then Tier-1 manufacturers,
and then moved into a phase of revenue-earning application development. Aeristech is involved in
discussions with Tier-1s regarding licensing. Tier-1s are in various stages of technical and
commercial due diligence.
As Aeristechs technology matures, an expanding set of revenue streams become available to
Aeristech. These include:
Niche vehicle design/development and licensing (eg supercars, motorsport, limited edition)
Design/development projects for OEMs/Tier-1s (often in line with licensing discussions)
Low-volume manufacture for niche markets and aftermarket
Heavy diesel (on- and off-highway) applications in main propulsion and ancillary systems
Other electric boosting applications (rail, shipping, power generation)
Other high-speed motor/generator applications (robotics, aviation, oil & gas)
2
Commercial in Confidence
To unlock these revenue streams, Aeristech needs to achieve a final-size, well-packaged unit to take
the product from proof-of-concept complete to product development ready (A-Sample ready, in
the language of the automotive industry). Aeristechs licensing discussions with Tier-1s are very
encouraging at Aeristechs present stage of development, but it is clear that achieving A-sample
will open doors with more Tier-1 organisations and accelerate decision making processes within the
Tier-1 organisations Aeristech is already engaging.
Aeristechs strategy is to develop revenue opportunities that support volume technology licensing,
either by being directly in line with licensing discussions, by advancing Aeristechs market position,
or by contributing to the development of the technology and company.
1.5 Equity Requirement
Aeristech is presently one step away from A-sample ready Aeristech has completed the prototype,
proof-of-concept stage. Engineering refinement is needed to produce a final size, well-engineered,
A-sample unit. Aeristech has set out a programme for the next two years to produce and publicise
an A-sample unit. Aeristechs Board has authorised an intake of funds up to 1.1m for which a 20%
equity stake is available.
1.6 Exit and Return for Investors
If successful, Aeristech could achieve an exit for investors by a disposal to a Tier-1, or by selling an
annuity from a volume licensing contract or niche manufacturing joint venture.
Niche / low-volume manufacture or licensing is expected to lead to medium-term exit opportunities
(1-3 years). These markets tend not to engage in research and development because the costs are
spread over a small number of sales. These markets therefore need technologies to be developed to
A-sample before they are taken up. An advantage of these markets is that they offer a broader array
of customers and a greater degree of control than high-volume Tier-1 licensing (being less
dependent on the decision making processes and timescales of large Tier-1s).
Profit margins can be high in niche and low-volume applications. For example, one supercar
application of 2000 units per year (two eSuperchargers per vehicle) is expected to offer profits of
1,500 per unit to be shared between Aeirstech and its manufacturing partner. Partnering is almost
certainly required in order to cover DFM (design for manufacture) and tooling costs, once Aeristech
has won the application by providing A-sample units for testing by the customer.
A licensing exit could potentially be achieved before achieving A-sample stage, and discussions are
ongoing with Tier-1s. However, achieving A-sample stage will strengthen the proposition for Tier-1s,
leaving no remaining barrier or risk other than the Tier-1s own business strategy and perceived
market risk. In a large and underserved market such as the present electric supercharger market,
Aeristechs technology at A-sample stage will be a prime candidate for licensing and by far the most
effective way for a Tier-1 to enter this new market. This is because we believe that Aeristechs
technology has been demonstrated as superior in performance and cost to other electric
supercharging and turbocharging technologies.
Aeristechs discussions with Tier-1s align with standard industry practice in technology licensing.
Aeristech predicts a net present value of circa 42 million for a non-exclusive license of an electric
supercharger. Multiple licenses, an exclusive license, and/or licenses for other electric boosting
systems based on Aeristechs technology will all attract further license revenue. Aeristechs
predicted value of an exclusive license deal is 120 million net present value. A license is expected
within two years for the electric supercharger, which could take the form of a non-exclusive license,
an exclusive license, or an outright buy-out, depending on the commercial strategy of the Tier-1.
3
Commercial in Confidence
4
Commercial in Confidence
2007
2008
2009
2010
2011
2014
Bench Test
High-speed PM Motor
Rapid Acceleration
2013
First OEM
collaboration
Feasibility
Non-Funded
2012
Performance
5
Commercial in Confidence
6
Commercial in Confidence
8
Commercial in Confidence
Weaknesses
Aeristech is not an incumbent / must
partner with a Tier-1
Threats
Conventional technology is viable in this
application, meaning there are
competitors.
9
Commercial in Confidence
Motor
Controller
Conventional
Control System
50 000 Hz
5 000 Hz
Aeristech Control
System
5 000 Hz
5 000 Hz
Weaknesses
At this time, only a few vehicles are
moving to a high-voltage architecture.
Threats
Future component technologies, such as
silicon carbide, could allow competitors
to enter the market (although high cost
will remain a barrier).
Weaknesses
At this time, only a few vehicles are
moving to a high-voltage architecture.
Threats
Eventually, the cost of fuel cells and
hybrid architectures will come down.
11
Commercial in Confidence
6 Business Model
Aeristechs core business model and exit strategy are based on technology licensing to the volume
car market through Tier-1 suppliers. Aeristech completed an research and development phase,
working with OEMs and then Tier-1 manufacturers, and recently moved into a phase of revenueearning application development. Aeristech is involved in discussions with Tier-1s regarding
technology licensing. Tier-1s are in various stages of technical investigation and commercial due
diligence.
As Aeristechs technology matures, an expanding set of revenue streams become available to
Aeristech. These include:
Niche vehicle design/development and licensing (eg supercars, motorsport, limited edition)
Design/development projects for OEMs/Tier-1s (often in line with licensing discussions)
Low-volume manufacture for niche markets and aftermarket
Heavy diesel (on- and off-highway) applications in main propulsion and ancillary systems
Other electric boosting applications (rail, shipping, power generation)
Other high-speed motor/generator applications (robotics, aviation, oil & gas)
6.1 Risks in Technology Licensing
To achieve a technology license and capitalise on the near-term market opportunity for electric
superchargers, Aeristech is seeding the market with a 48V electric supercharger proof of concept
prototype. This has proven successful in getting early interest from Tier-1s, but Aeristechs Executive
Team have identified several risks:
1. Tier-1s business model: Typically Tier-1 suppliers invest in technology or product development
with a 2 to 3 years return on investment. Tier-1s business is productionisation, not research
and development, so technologies must be sufficiently near to market before Tier-1s invest.
2. A new market: As a new market opportunity, there are some uncertainties around the timing
for the introduction of advanced electric boosting systems. Product introduction is also closely
linked to new powertrain introduction which life cycle can vary from 4 to 7 years.
Having an A-Sample ready status allows Aeristech to respond quickly when a new product line
opportunity is forthcoming and a Tier-1 makes an enquiry. This also allows the Tier-1 to focus on
their core business of productionisation, so the Tier-1 is able to adopt the technology with lower
level signoff than will be required pre-A-Sample.
6.2 Risks in Accessing Niche and Low-Volume Markets
As Aeristechs technology has matured and passed various research and development milestones it
has begun to attract interest from niche and low-volume markets. The strengths in these markets
include the diversity of opportunities and lower barriers to entry, but certain risks will need to be
mitigated by entering into a joint venture or other commercial partnership with an experienced
niche manufacturer in each target market. Risks include:
1. Warranty exposure must be managed. In many instances, the vehicle manufacturer or
operator absorbs this risk for its suppliers (different from the volume automotive industry),
but certain standards will be required.
2. Up-front investment in manufacturing, although smaller than in volume applications, must
be managed.
12
Commercial in Confidence
An A-sample is nearly a finished product for the purposes of niche markets, which do not invest in
many stages of cost reduction and product improvement. By achieving the A-sample ready stage,
Aeristech will be equipped to provide customers and partners with the data they require in order to
engage with Aeristech commercially.
6.3 Proposed Strategy A-sample Readiness
To unlock these revenue streams, Aeristech needs to achieve a final-size, well-packaged unit to take
the product from proof-of-concept complete to product development ready (A-Sample ready, in
the language of the automotive industry). Aeristechs licensing discussions with Tier-1s are very
encouraging at Aeristechs present stage of development, but it is clear that achieving A-sample
will open doors with more Tier-1 organisations and accelerate decision making processes within the
Tier-1 organisations Aeristech is already engaging.
Niche and low-volume applications tend to have less supporting infrastructure to carry out research
and development, and Tier-1 manufacturers are less inclined to develop bespoke solutions for those
markets. Therefore, A-sample readiness is essential in order to access niche and low-volume
markets. For these markets, an A-sample is close to a finished product, since niche segments are
less sensitive to piece price and do not invest as heavily in tooling, compared to mass manufacture.
By refining the technology to A-sample readiness, Aeristech positions itself to (1) work efficiently
with Tier-1s on further product development for mass production and (2) offer near-finished
production designs for Niche vehicle applications (where refinement and down-costing expectations
are less). This strategy will open a wide range of new markets to Aeristech, to complement the
research and development programme opportunities Aeristech has presently with OEMs. By
opening this wide range of markets, the A-sample readiness programme will strengthen Aeristechs
revenue base and cash position, as well as accelerate and secure Aeristechs exit strategy.
6.4 Complimentary Activity Customer Revenue Projects
Aeristechs management will aim to leverage its A-sample development program to continue to
attract the interests from Tier-1 suppliers and OEMs, and target strategic collaborative projects for
specific applications. Aeristech has a portfolio of patents and know-how sufficient to convince OEM
customers to make funds available for limited research and development programmes to allow
them to access and explore the portfolio technology. For OEMs this is viewed as a research and
development expense and a precursor to the adoption of the technology. Customer-funded
research and development projects allow Aeristech to further develop its core technology, build
relationships with OEMs and enhance its value to a potential Tier-1 licensee.
6.5 Medium-Term Opportunity Demonstrator Vehicle
A vehicle demonstrator would add value to Aeristechs offering and help to attract a greater license
value, however it would also take time and money. Aeristech is investigating opportunities to build
a grant- or customer-funded vehicle demonstrator in partnership with an automotive consultancy
business such as AVL or Ricardo.
6.6 Low/Medium-Volume Manufacture
A further step would be to embark on a self-funded, low/medium-volume manufacturing
programme. This could be done in partnership with a manufacturing centre of expertise such as
PERA, Springboard, or Productiv. By prototyping the manufacturing processes involved in producing
Aeristechs electronic and mechanical components the aSupercharger be pre-mass production ready.
A joint venture opportunity would be the preferred route for low-volume manufacture.
13
Commercial in Confidence
FY15
FY16
FY17
Actual
Forecast
Forecast
Forecast
Grant Income
179,829
Customer Revenues
149,801
436,743
120,000
Licence Revenue
329,976
556,743
700,000
1,110,000
170,750
249,857
233,333
222,000
Director's Remuneration
132,436
132,000
150,000
150,000
Salaries
317,901
254,000
350,000
350,000
Total Receipts
450,000
400,000
200,000
360,000
50,000
350,000
Payments
NIC/PAYE
46,993
42,500
55,052
55,052
Overheads
179,627
144,000
180,000
180,000
Total Payments
847,707
822,357
968,385
957,052
(517,731)
(265,614)
(268,385)
152,948
Operating Profit
(1) Grant value already secured by contract with the Technology Strategy Board.
In FY14 Aeristech generated circa 150k revenue from customers and received an additional 180k
of grants. FY15 grant income has already been secured to circa 437k through TSB.
*License Revenue: Exclusive and non-exclusive license scenarios have been modelled. The total Net
Present Value of an exclusive agreement is estimated to be worth circa 120 million, with three
staggered non-exclusive deals providing similar returns. (See Section 7.5 and Appendix C.)
14
Commercial in Confidence
Apr 14
Forecast
May 14
Forecast
Jun 14
Forecast
Jul 14
Forecast
Aug 14
Forecast
Sep 14
Forecast
50,517
23,875
57,174
-
23,040
48,687
-
Niche markets
Licence Revenue
Share Premium
150,000
74,392
150,000
57,174
23,040
48,687
Direct Costs
Directors' Salary
19,579
11,000
15,000
11,000
15,000
11,000
15,000
11,000
27,250
11,000
19,796
11,000
Salaries
NIC/PAYE
23,000
3,500
22,000
3,500
22,000
3,500
22,000
3,500
22,000
3,500
22,000
3,500
Overheads
12,000
12,000
12,000
12,000
12,000
12,000
Total Payments
69,079
63,500
63,500
63,500
75,750
68,296
Operating Profit
5,313
-63,500
86,500
-6,326
-52,710
-19,609
115,809
121,122
57,622
144,122
137,796
85,086
121,122
57,622
144,122
137,796
85,086
65,477
Oct 14
Forecast
Nov 14
Forecast
Dec 14
Forecast
Jan 15
Forecast
Feb 15
Forecast
Mar 15
Forecast
62,359
10,000
23,040
64,645
10,000
43,388
-
30,720
62,628
-
389,398
120,675
Niche markets
Licence Revenue
Share Premium
450,000
600,000
72,359
473,040
74,645
43,388
30,720
62,628
1,110,073
Direct Costs
Directors' Salary
19,796
11,000
19,796
11,000
18,250
11,000
22,750
11,000
22,250
11,000
17,250
11,000
231,717
132,000
Salaries
NIC/PAYE
22,000
3,500
22,000
3,500
22,000
3,500
22,000
3,500
22,000
3,500
22,000
3,500
265,000
42,000
Overheads
12,000
12,000
12,000
12,000
12,000
12,000
144,000
Total Payments
68,296
68,296
66,750
71,250
70,750
65,750
814,717
Operating Profit
4,063
404,744
7,895
27,862
40,030
3,122
295,356
65,477
69,540
474,284
482,179
454,317
414,287
69,540
474,284
482,179
454,317
414,287
411,165
Total Receipts
Payments
FY15
Forecast
Total Receipts
Payments
15
Commercial in Confidence
16
Commercial in Confidence
supercharger proof of concept has led to Aeristech being seriously considered as a potential
technology partner.
7.5 License Revenue
The license model is a standard arrangement for the automotive industry. A license includes an upfront payment and a royalty. The up-front payment is larger in the case of an exclusive license. In
the non-exclusive case, the model assumes three customers licensing the technology on a 2-year
staggered arrangement. Further details of the assumptions and calculations can be found in
Appendix C.
17
Commercial in Confidence
8 Equity Requirement
Appendix D shows a requirement for 540k to cover fully-overheaded costs (parts and labour) to
achieve an example A-sample and to carry out testing and development to make Aeristech Asample ready for a variety of potential applications. This includes an element of marketing to
further develop customer interest.
With the projected revenue shown in Section 7, the funding gap to be filled by equity is 534k.
Section 7 also includes higher cost than the pure A-Sample readiness programme, accounting for
costs associated with customer jobs and further costs associated with runway and operating the
business through to profitability in FY17.
Aeristechs Board has authorised an intake of funds up to 1.1m for which a 20% equity stake is
available.
18
Commercial in Confidence
19
Commercial in Confidence
20
Commercial in Confidence
21
Commercial in Confidence
Shares
818,558
328,527
325,852
271,669
267,265
258,691
135,000
119,209
101,844
92,321
84,898
67,915
57,684
52,755
42,429
39,000
37,500
37,500
32,000
30,000
25,083
24,000
22,360
17,360
17,360
14,706
13,569
13,516
12,008
11,305
10,604
10,000
10,000
9,537
9,000
8,680
8,000
7,547
5,882
5,882
4,370
4,000
2,214
1,330
1,330
3,470,260
Percentage
23.59%
9.47%
9.39%
7.83%
7.70%
7.45%
3.89%
3.44%
2.93%
2.66%
2.59%
2.07%
1.66%
1.52%
1.22%
1.12%
1.08%
1.08%
0.92%
0.86%
0.72%
0.69%
0.64%
0.50%
0.50%
0.42%
0.39%
0.39%
0.35%
0.33%
0.31%
0.29%
0.29%
0.27%
0.26%
0.25%
0.23%
0.22%
0.17%
0.17%
0.13%
0.12%
0.06%
0.04%
0.04%
100.00%
22
Commercial in Confidence
Several variables will need to be discussed and agreed with potential licensees in order to fix the
boundaries of such license agreement. These variables will affect the structure and value of such
agreement(s):
Exclusivity
The application (electric supercharger, electric turbocharger, fuel cell compressor, )
The market (automotive)
The field of applications (passenger cars, Commercial Vehicles, Off-highway)
The Geography (Global or specific)
For the purpose of this document, we will describe and detail a typical and proven scenario based on
a worldwide, non-exclusive license agreement for electric supercharger products for ICE engines, for
use in passenger cars and commercial vehicles.
C.1 The Size of the Market
Typical engine production volumes
In order to realistically estimate the potential volumes of electric supercharger systems, here are
some examples of engines currently in production:
Ford 1.0L EcoBoost engine: Ford has planned for a global production capacity between
700,000 and 1.3 million of their 1.0-litre EcoBoost engines per year.
BMWs engine plant in Hams Hall (UK), producing both 1.6L and 2.0L petrol engines for the 1
series, 3 series, X1 and MINI has seen production volumes of 385,410 in 2012, and 408,060
units in 2013
2016
2017
2018
2019
2020
2021
2022
2023
2026
2031
10,000
100,000
200,000
500,000
500,000
500,000
750,000
1,000,000
2,000,000
2,000,000
23
Commercial in Confidence
Royalty Rates
100,000
5%
100,001
500,000
4%
500,001
1,000,000
3%
1,000,001
2%
2017
2018
2019
2020
Volumes
10,000
100,000
200,000
500,000
500,000
1,000,000
2025
2,000,000
2030
2,000,000
2031
Unit Cost
225
181
169
155
155
145
135
135
Royalty
rate
Royalty
/unit
Total
Royalty
5.0%
5.0%
4.0%
4.0%
4.0%
3.0%
2.0%
2.0%
11
112,591
902,614
1,351,211
3,093,576
3,093,576
4,341,634
5,416,180
5,416,180
Total
17,560,000
60,516,531
Considering only one customer and one application (48V electric supercharger) the total Net Present
Value of such technology licensing is worth circa 42 million.
24
Commercial in Confidence
25
Commercial in Confidence
Q2
Apr-14 May-14 Jun-14
Project management
b
WP1 Development
g
WP1.1 Performance Specs
b
WP1.2 Outline turbomachines
WP1.3 Concept design motors
WP1.4 Concept power electronic
WP1.5 Concept digital controller
WP1.6 Engine simulations
WP2 Detailed Design
WP2.1 Detailed Turbomachines
WP2.2 Detailed motor design
WP2.3 Detailed power electronic
WP2.4 Detailed digital controller
WP2.5 Detailed engine anciliaries
WP3 Procurement
WP3.1 Turbomachines
WP3.2 Mechanical parts
WP3.3 Power electronics parts
WP3.4 Digital controller
WP4 Assembly
WP4.1 Mechanical parts
WP4.2 Electrical parts
WP5 Testing
WP5.1 Development testing
WP5.2 Test and Tune A-sample
WP5.3 Dissemination
b
g
b
b
g
b
b
g
b
b
g
b
g
b
g
b
g
b
b
b
b
b
b
b
b
b
b
b
g
b
g
b
b
b
b
g
b
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b
b
b
g
b
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g
b
b
g
b
b
g
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b
g
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g
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g
b
b
b
g
b
b
g
b
2015
Q1
Q4
g
b
g
b
g
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b
g
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b
b
g
b
g
b
b
g
b
b
g
g
b
g
Milestone: A-Sample
26
Commercial in Confidence
10%
20%
20%
40%
140%
140%
100%
50%
10%
20%
20%
20%
40%
40%
40%
10%
120%
200%
50%
100%
20%
20%
200%
350%
50%
50%
27
Commercial in Confidence
Territories
Filed
UK
EU
USA
Canada
UK
EU
USA
China
Japan
Korea
India
UK
other
countries
pending
Status
Granted in UK.
Granted in EU.
Report received from USA,
responded.
Report received from Canada,
responded
Granted in UK.
Report received from EU,
responded
Report received from USA,
responded.
UK
other
countries
pending
pending
To be filed
28
Commercial in Confidence
"We were pleased with the professional and flexible approach of the Aeristech team. The electric
supercharger performed well throughout the programme, enabling our supercharged range
extender engine to exceed our performance targets."
Simon Reader, Engineering Director, MAHLE Powertrain Limited
Quote provided for publication with permission from Simon Reader
29
Commercial in Confidence
The$content$of$this$pitch$by$Aeristech$Limited$(the$"Company")$and$the$documents,$comments$and$
information$contained$within$it$(together$the$"Pitch")$are$the$responsibility$of$the$Company$and$have$not$
been$approved$as$a$financial$promotion$by$Syndicate$Room$or$by$any$other$authorised$person$within$the$
meaning$of$the$Financial$Services$and$Markets$Acts$2000$(the$"Act"),$nor$have$they$been$communicated$by$
Syndicate$Room$Ltd$("Syndicate$Room")$The$Pitch$itself$is$not$regulated$and$has$been$prepared$and$is$
communicated$only$by$the$Company.$Investment$in$the$Company$may$expose$the$individual$concerned$to$a$
significant$risk$of$losing$all$of$the$money$or$other$assets$invested.$$
$
IMPORTANT$L$PLEASE$READ$CAREFULLY$$
The$Pitch$is$exempt$from$the$general$restriction$(in$section$21$of$the$Act)$on$the$communication$of$
invitations$or$inducements$to$engage$in$investment$activity$on$the$grounds$that$it$is$made$to$persons$who$
are$exempt$from$the$general$restriction,$by$virtue$of$Articles$43,$48$or$50A$of$the$Financial$Services$and$
Markets$Act$2000$(Financial$Promotion)$Order$2005,$or$who$are$otherwise$exempt.$$
Syndicate$Room$acts$solely$as$a$facilitator$of$the$Pitches$and$does$not$communicate$the$Pitches$or$any$
financial$promotions$to$Investors,$and$any$'financial$promotion'$inherent$in$a$Pitch$is$communicated$LL
exclusively$by$the$Company.$Syndicate$Room$is$not$responsible$for$the$content$of$the$Pitch.$$
Any$recipient$of$the$Pitch$who$does$not$qualify$under$the$terms$of$the$above$exemptions$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$$
Prospectus$Regulations$2005.$No$public$offer$in$any$jurisdiction$is$being$made$by$the$Pitch.$The$Pitch$is$
primarily$intended$for$release$in$the$United$Kingdom$and$does$not$constitute$an$offer,$or$the$solicitation$of$
an$offer,$in$relation$to$shares$in$any$jurisdiction$in$which$such$offer$or$solicitation$is$unlawful.$$
$
CONFIDENTIALITY$$
The$Pitch$has$been$prepared$exclusively$by$the$Company.$It$is$being$provided$to$a$limited$number$of$
persons,$each$of$whom$is$considered$to$be$a$legitimate$recipient,$solely$as$a$guide$for$the$purpose$of$giving$
background$information$to$enable$recipients$to$assess$whether$they$wish$to$place$an$order$to$subscribe$for$
shares$in$the$Company.$The$information$and$opinions$contained$within$the$Pitch$are$strictly$confidential$
and$are$being$made$available$only$to$parties$who$agree$to$keep$them$confidential.$Neither$the$Pitch$nor$
any$part$of$it$may$be$copied,$published,$disclosed,$reproduced$or$distributed$to$any$person$at$any$time$
without$the$prior$written$consent$of$the$Company,$and$shall$not$be$used$for$any$purpose$other$than$in$
connection$with$the$proposed$investment$in$the$Company.$By$accepting$the$Pitch$you$are$deemed$to$
undertake$and$warrant$to$the$Company$that$you$will$keep$it$confidential.$You$agree$to$indemnify$the$
Company$against$any$losses$incurred$by$the$Company$as$a$result$of$any$unauthorised$disclosure,$and$to$
return$on$demand,$the$Pitch$and$any$related$documents$or$information$to$the$Company.$$
$
GENERAL$$
Although$the$Company$has$used$publicly$available$information$in$compiling$the$Pitch$and$has$used$
reasonable$efforts$to$check$the$accuracy$of$the$information$in$the$Pitch,$its$accuracy$cannot$be$guaranteed.$
The$Company$has$not$independently$verified$any$of$the$information,$links$to$other$sites$or$resources$
provided$within$the$Pitch$and$the$Pitch$does$not$purport$to$be$allLinclusive$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$the$Company,$its$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$forecasts$or$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$is$not$
intended$to$form$the$basis$of$any$investment$decision$and$all$liability$for$reliance$on$the$contents$hereof$is$
excluded.$Each$recipient$of$the$Pitch$must$make$its$own$independent$assessment$of$the$information$
provided$by$the$Company$and$is$advised$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,$
Syndicate$Room$nor$any$of$their$advisers,$nor$their$respective$directors,$partners,$representative,$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$Syndicate$Room$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$reserves$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$contract$and$without$commitment$or$obligation$
unless$and$until$definitive$contracts$are$agreed,$executed$and$unconditionally$delivered.$Any$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$nor$any$of$its$agents$shall$have$any$responsibility$for$any$such$matters.$$
The$distribution$of$the$Pitch$in$certain$jurisdictions$other$than$the$United$Kingdom$may$be$restricted$by$law$
and$therefore$persons$accessing$the$Pitch$into$whose$possession$the$Pitch$documents$come$should$inform$
themselves$about$and$observe$any$such$restrictions.$Any$failure$to$comply$with$these$restrictions$may$
constitute$a$violation$of$securities$laws$of$any$such$jurisdiction.$Recipients$represent$and$warrant$to$the$
Company$and$Syndicate$Room$that$they$are$able$to$receive$the$Pitch$without$contravention$of$applicable$
legal$or$regulatory$restrictions$in$the$jurisdiction$in$which$they$reside,$conduct$business$or$receive$the$Pitch,$
including$in$particular$the$requirements$of$the$Act.$$
$$
RISK$WARNING$$
Potential$investors$should$be$aware$of$the$risks$associated$with$an$investment$in$the$Company$especially$at$
an$early$stage$in$its$development.$Your$capital$is$at$risk$if$you$invest$in$this$investment.$Investments$in$
startup$and$earlyLstage$companies$are$high$risk;$do$not$invest$more$than$you$can$afford$to$lose.$Tax$
treatment$of$this$investment$depends$on$the$individual$circumstances$of$each$investor$and$may$be$subject$
to$change$in$the$future.$Past$performance$and$forecasts$are$not$reliable$indicators$of$future$results.$If$you$
are$unsure$about$any$aspect$of$the$information$provided$by$the$company,$you$should$seek$advice$from$an$
independent$financial$adviser.$
$