b'Important Notice - Please ReadThis Memorandum is for UK investors only or individualsYour attention is drawn to page 24 which provides more ordinarily based in the UK for tax purposes and does notdetail about the risks involved with the Fund and also to the constitute an offer or invitation to invest to any personsFees Section in Schedule 2 at page 46.other than such persons.Prospective investors should not regard the contents of this The Memorandum may only be distributed to individuals whoInformation Memorandum as constituting advice relating are classified as being at least one of the following: to legal, taxation, investment, or any other matters and are a.A professional client by reference to the FCA clientadvised to consult their own professional advisers before contemplating any investment or transaction. categorisation rulesb.A client of an authorised firm that will confirm whether thisPast performance is not a guide to future performance and may not be repeated. You should be aware that share values investment is suitable for them and income from companies may go down as well as up andc. A client who will invest no more than 10% of their netyou may not get back the amount you originally invested.investible portfolio into non-readily realisable securities,Your attention is drawn to Appendix A: EIS and SEISContentsand therefore will self-certify as a restricted investor inTaxation Reliefs on page 28.accordance with COBS 4.7.10Rd.A self-certified high net worth investor within the meaningThe information contained in this Information Memorandum makes reference to the current laws concerning Enterprise of COBS 4.7.9R Investment Scheme (EIS) Relief, Seed EIS (SEIS) Relief and e.A self- certified sophisticated investor within the meaningother reliefs from income, inheritance and capital gains tax.2Important Notice - Please Read of COBS 4.7.9R These levels and bases of relief may be subject to changes4 Message from Dr Mark PaytonThis Memorandum is not to be disclosed to any other personin law and HMRC practice. The tax reliefs referred to in this or used for any other purpose and must not be relied upon byInformation Memorandum are based on those currently7 Key Features and Feesany person who does not qualify to receive it.available and the value of such tax reliefs depends on8 The Mercia Modelindividual circumstances.This Memorandum is issued solely for the purpose of seeking10Message from Dr Paul Matticksubscriptions from prospective investors for investments inThe Fund Manager has taken all reasonable care to ensure the Mercia EIS Fund (the Fund) which may only be madethat all the facts stated in this Information Memorandum are12Past Performanceon the basis of this Memorandum, Investors Agreement andtrue and accurate to the best of our knowledge, at the Date14Mercia Case StudiesApplication Form.of publication, in all material respects and that there are no other material facts, or opinions, which have been omitted,16Message from Peter DinesThe Fund is an alternative investment fund (AIF) for thewhich would make any part of this promotion misleading.18Investor Servicespurposes of the Alternative Investment Fund ManagersThis Information Memorandum constitutes a financial Directive (AIFMD). The Fund Manager is Mercia Fund20 Responsible InvestmentManagement Limited, part of the group of fund managementpromotion pursuant to section 21 of the Financial Services and Markets Act 2000 and has been issued by Mercia Fund22 The EIS team at Merciacompanies that are owned by Mercia Asset ManagementManagement Limited, which is authorised and regulated by PLC. Details of the Funds structure can be found on page 7.24 Principle Risksthe Financial Conduct Authority.The attention of prospective investors is drawn to the fact28 Appendix A: EIS and SEIS Taxation Reliefsthat amounts invested in the Fund will be committed toMercia Fund Management Limited, Forward House, 17 High Street, Henley- in-Arden, Warwickshire, B95 5AA is30 Appendix B: Glossary of Termsinvestments in non-readily realisable securities.authorised and regulated by the Financial Conduct Authority34 Appendix C: Investors AgreementInvestments made by the Fund should be regarded as beingFRN: 524856 in the United Kingdom.of a long term and illiquid nature, of significant and high46 Schedulesrisk and may expose an investor to the risk of losing all of48 Further Informationthe investment made. Neither the Fund nor the companies in which it invests will be quoted at the point of investment on any recognised or designated investment exchange. Investments in unquoted shares carry higher risks than investments in quoted shares. You should be aware that no established or ready market exists for the trading of shares in unquoted companies. 2 3'