MMC Ventures Information Memorandum 2021/ 22 - Investing in transformative technology companies
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MMC Ventures Information Memorandum 2021/ 22 Investing in transformative technology companies
Important notice
This confidential Information Memorandum and any associated MMC and its directors have taken reasonable care to ensure that all
Customer Agreement is issued by MMC Ventures Limited (‘MMC’) the facts stated in this Information Memorandum and the associated
of 24 High Holborn, London, WC1V 6AZ, a firm authorised and Customer Agreement are true and accurate in all material respects
regulated by the Financial Conduct Authority (‘FCA’, under firm and that there are no other material facts or opinions or information
reference number 193704). This Information Memorandum and which have been omitted from them, which would make any part
any associated Customer Agreement is a financial promotion of this Information Memorandum or the associated Customer
under section 21 of the Financial Services and Markets Act 2000, Agreement misleading. MMC and its directors accept responsibility
as amended from time to time (‘FSMA’). The promotion of interests accordingly.
in the United Kingdom is restricted under the Financial Services
and Markets Act 2000 (‘FSMA’) and, consequently, this Information The information contained in this Information Memorandum and the
Memorandum is only directed at persons to whom interests in the associated Customer Agreement makes reference to the current
Fund may lawfully be marketed pursuant to FSMA. Neither this laws of the United Kingdom concerning EIS relief, IHT relief and CGT
Information Memorandum nor the associated Customer Agreement Deferral relief, which are subject to the conditions summarised in the
constitutes an approved prospectus within the meaning of Section section entitled ‘Tax Considerations’ on page 23. The levels and bases
85(7) of the FSMA and they do not constitute an offer to the public in of relief may be subject to change. The tax reliefs referred to in this
the United Kingdom or elsewhere. Information Memorandum and the associated Customer Agreement
are those currently available and their value depends upon individual
The opportunity described in this document is NOT suitable for all circumstances. If you are in any doubt as to your position, you are
investors. Key risks are explained on pages 19 - 22 and should be strongly advised to consult your professional adviser before making
carefully considered. This Information Memorandum may only be an investment.
distributed to persons falling within the following categories of
investor: The EIS Fund is an ‘alternative investment fund’ for the purposes
of the Alternative Investment Fund Managers Directive (2011/61/EU)
1. Existing clients of a financial adviser regulated by the Financial (‘AIFMD’). MMC is the alternative investment fund manager of the EIS
Conduct Authority. Fund. The EIS Fund is classified as a Retail Investment Product and is
2. Persons who meet the criteria for being a professional client. not an unregulated collective investment scheme under FSMA.
3. Persons who qualify as certified high net worth individuals in
accordance with COBS 4.7.7(a). Certain statements in this Information Memorandum constitute
4. Persons who qualify as certified sophisticated investors ‘forward-looking statements’. When used in this Information
accordance with COBS 4.7.7(b). Memorandum, the words ‘project’, ‘anticipate’, ‘believe’, ‘estimate’,
5. Persons who qualify as self-certified sophisticated investors in ‘expect’ and similar expressions are generally intended to identify
accordance with COBS 4.7.7(c). forward-looking statements. Such forward-looking statements,
6. Persons who confirm that they will only invest 10% of their net including the intended actions and performance objectives, involve
assets in non-readily realisable securities by signing the Restricted known and unknown risks, uncertainties and other important factors
Investor Statement set out in COBS 4.7.10. that could cause the actual results, performance or achievements
to differ materially from any future results, performance or
By accepting this Information Memorandum, you represent and achievements expressed or implied by such forward-looking
warrant to MMC that you are a person who falls within the above statements.
description of persons in respect of whom MMC has approved it
as a financial promotion. This Information Memorandum is not to Past performance is not necessarily a guide to future performance
be disclosed to any other person, except where appropriate to your and may not necessarily be repeated. You should be aware that
financial adviser or as required by law, or used for any other purpose. share values and income from them may go down as well as up
Any other person who receives this Information Memorandum should and you may not get back all or any of the amount you originally
not rely on its contents. invested. Please note that applications may only be made, and will
only be accepted, subject to the Terms & Conditions set out in the
Prospective Investors should not regard the contents of this associated Customer Agreement. You are entitled to terminate your
Information Memorandum or the associated Customer Agreement Customer Agreement relating to your investment and to withdraw
as constituting advice relating to legal, taxation or investment your investment in accordance with such Terms & Conditions.
matters and are advised to consult their own professional advisers
before contemplating any investment to which this Information Please see the section entitled ‘Definitions’ for the defined terms
Memorandum and the Customer Agreement relate. No such advice which apply in this Information Memorandum and the associated
has been given by MMC Ventures Limited. In particular, if you are in Customer Agreement. This Information Memorandum should be read
any doubt about the suitability of such an investment, you should in conjunction with the associated Customer Agreement.
contact your independent financial adviser authorised under the
FSMA and you are advised not to invest until you have done so. This Information Memorandum is strictly private and confidential and
Your attention is drawn to the section entitled ‘Understanding the must not be distributed, published or reproduced, in whole or in part,
key risks’. nor should its contents be disclosed by any recipient to any person
other than their professional advisers. By accepting delivery of this
Neither this Information Memorandum nor any associated Customer Information Memorandum, each recipient agrees to this undertaking
Agreement constitutes, and may not be used for the purposes of, of confidentiality and acknowledges that disclosure of this
an offer or invitation to subscribe for any investment to which they Information Memorandum or of its contents may cause substantial
relate, by any person in any jurisdiction outside the United Kingdom. and irreparable competitive harm to MMC.
This Information Memorandum, the associated Customer Agreement
and the information contained in them are not for publication or The information in this Information Memorandum is subject to
distribution to persons outside the United Kingdom. They do not updating, completion, revision, verification or amendment. This
constitute, and should not be considered as an offer to buy or sell, Information Memorandum is dated 6th April 2021.
or as a solicitation of an offer to buy or sell, any security or share.
2 Information Memorandum
Invest in game-changers 3 Information Memorandum
Contents
Why invest in tech? 5
Why MMC? 6
— Deep expertise
— Outstanding track record
— Unique access
— A partner to entrepreneurs
— Alignment and customer support
Companies transforming industries 7
Returning capital 8
Key tax benefits 9
How it works 10
Fees 11
More ways to invest with MMC 12
Fund structure 13
Understanding our impact 14
Meet MMC’s investing team 15
We’re here to help 17
Advisers 18
Understanding the key risks 19
Tax considerations 23
Definitions 29
4 Information MemorandumWhy invest in tech?
Tech companies represent some of the most exciting
investment opportunities available. The technology
sector is growing six times faster than the UK
economy as a whole, and the businesses driving it
forward are changing the face of society in the process:
challenging and replacing cultural and business norms,
popularising new customer behaviours, inventing new
industries, creating new jobs, and generating huge
value in the process.
Historically, industrial revolutions transformed
production and communication through new sources
of power and transmission such as the use of steam
power and electricity. As we enter what many speculate
is the fourth industrial revolution, our primary source
of value creation is the processing of information.
Today, a great deal of the most radical, disruptive
innovation is happening within challenger businesses,
which are innovating with nascent, fast-evolving
technologies like Artificial Intelligence (AI) and
blockchain to reshape entire sectors from the inside
out; mining hard-to-access data and developing
advanced algorithms to unlock previously unseen value.
Most of the action in the technology sector in the UK
is happening away from the public markets, which are
relatively small and vulnerable to the best companies
being acquired. By contrast, the UK is by far the leader
in tech start-ups in Europe. A thriving entrepreneurial
community has built up over the last 20 years, drawing
on the talent and research output of our world leading
universities and stimulated by a highly favourable fiscal
and business framework. The EIS scheme has been a
major contributor to this development, providing billions
of pounds of critical funding to early stage companies.
5 Information MemorandumWhy MMC?
Deep expertise Unique access
Transformative technology companies are innovating Emerging technologies are being applied across every
in increasingly complex ways. In response to this sector and are creating huge value in the process. The
complexity, we have taken the approach to deepen UK is the leader in the European technology ecosystem
our own understanding and involvement, encouraging and the most exciting growth is taking place in the private
our team to become specialists within the sectors and markets - which are difficult to access.
technologies in which we invest.
Over 20 years, MMC has developed a network of
This focus is evidenced by the research that we publish, entrepreneurs, advisers, experts, and investors which
all of which is available on our website. Our research channels a flow of high-quality investment opportunities
on artificial intelligence, digital heath, blockchain and to us. Our team sifts those opportunities to select the
more, is widely respected and is frequently quoted and most attractive investment opportunities.
commented on.
A partner to entrepreneurs
Visit our website at mmc.vc/latest In a very competitive market, our reputation for supporting
company founders a key reason why entrepreneurs
Outstanding track record choose MMC as their investment partner. We assist in
Our investment approach has delivered success for our areas including international expansion, senior hiring,
investors and MMC has the leading track record in the board construction, access to potential clients, corporate
market. Over ten years, we have returned more cash governance, fundraising, relationships with banks and
to our investors than any other EIS Fund. Independent other finance solutions, and exit. Founders tell us that
market commentators have confirmed MMC’s leading MMC brings value far beyond our capital.
performance and our long, and consistent, record
of returns. Alignment and customer support
MMC manages funds for private individuals and institutions
In the last five years alone, we have achieved 10 successful and has over $500 million under management. We
exits. These include European enterprise success stories seek to align our interests with those of our investors,
such as NewVoiceMedia, CloudSense and Safeguard as and members of the MMC team invest in every new EIS
well as household names including Interactive Investor, investment. Circa $17 million has been invested by the
Gousto and Bloom & Wild. founders and team.
We pride ourselves on providing clear, timely and
transparent communications that keep our investors well
“The Fund has the strongest exit record informed about their investments. We have a dedicated
across the 53 EIS funds listed on the Investor Relations team on hand to support investors and
MICAP Fund Finder, with the Fund their advisors with any queries or assistance.
having profitably exited 16 companies We offer an online portal where all investment
to date (including four partial exits with documentation is stored, and self-service performance
a realised return multiple of 2.48x) for reports are available. We issue detailed investor reports
a combined total value to paid in of quarterly. The investor reports include a valuation as well
as an update on the performance of each individual
2.58x, including 14 liquidations.” company.
MICAP ALTERNATIVE INVESTMENT RESEARCH, MARCH 2021 And for interested parties, MMC offers additional content
and events on the latest research and investment activity
from MMC and investee companies. Visit mmc.vc/latest
for our latest research and upcoming events.
6 Information MemorandumCompanies
transforming industries
The founders and management teams we have backed are examples such as a 5% increase in total company revenues,
using new technologies or different business models, to a doubling of return on advertising spend, a 12% reduction
upend existing ways of doing business and provide fresh, in inventory holdings, and a 5% reduction in supply
more useful, and better value services and products. chain costs.
Bloom & Wild: The inventor of ‘letterbox flowers’ has also MMC backed the business for the first time in 2017 and
reshaped the economics of flower delivery, developing again over subsequent funding rounds including its latest
sophisticated sales-prediction technology that radically $21 million fundraise in 2021, led by a new growth investor.
limits stock over-ordering, creating competitive advantage.
With a rich data set and some clever AI, Bloom & Wild
has sowed the technological seeds to become the UK’s Bloom & Wild CEO and founder,
most-loved online florist. Aron Gelbard
In recent years the business has expanded into the French
and German markets and in 2020 it launched a partnership
with Sainsbury’s to sell in store.
Bloom & Wild recently announced a £75 million funding
round that valued the company at $500 million. As part
of this transaction, MMC was able to deliver a partial exit
to its EIS Fund investors returning up to 18x their original
investment (excluding EIS tax relief).
Gousto: Is now a leader in food delivery, offering a weekly
box of healthy, responsibly sourced ingredients, providing
everything needed in the right quantities for couples or Joe Wicks, Gousto investor, fitness
families to cook delicious meals. Unlike the competition, coach, TV presenter and author
Gousto has employed machine learning from the
beginning to maximise the efficiency of their production
and to anticipate what the customer wants and to respond
to it. Further, Gousto prides itself on zero food waste and
has massively reduced use of plastics and other non-
renewable materials in its packaging.
This approach has enabled the business to grow rapidly
and Gousto is delivering more than 5 million meals to
UK households monthly.
MMC first invested in 2013 and has participated in further
rounds of funding. Gousto’s latest fundraise in November
2020 valued the business at more than $1 billion. As part
of this transaction MMC was able to deliver a partial exit The Peak office in Manchester
to its EIS Fund investors, returning up to 27x their original
investment (excluding EIS reliefs).
Peak: Sophisticated AI-enabled decision-making was
previously only available to a handful of companies. Peak’s
‘Decision Intelligence’ software levels the tech playing field,
enabling a broader range of companies to adopt AI to drive
commercial performance across sectors including retail,
consumer goods, and manufacturing.
The Manchester-based business is working with household
names such as PrettyLittleThing, KFC, and PepsiCo. Peak’s
customers have seen transformational results, including
7 Information MemorandumReturning
Capital
Returning capital
MMC invests in companies that are transforming customer “MMC Ventures is a credible and
behaviour, redefining industries, creating new jobs, and experienced manager who has
generating huge value. These changes take time and
require patient capital. Investors should consider this had an unwavering focus on
a long-hold investment with a target exit horizon of technology for the last 20 years.
5-8 years.
It has demonstrated an ability to
MMC has a strong track record of realising returns for our add value, and more importantly,
investors. Our ability to return capital was bolstered in 2019
as we raised a £100 million fund to invest in our later stage to return capital to investors,
portfolio companies once they have grown beyond EIS noting that past performance
investment limits, in the process offering our EIS investors
the ability to sell their shares if they wish. is not a guide to the future.”
Full details of the MMC’s EIS Fund past performance
can be supplied on request. Please contact the team WEALTH CLUB, (WEALTHCLUB.CO.UK) FEBRUARY 2021
at fundenquiries@mmc.vc
“The Fund has the strongest exit
record across the 53 EIS funds
listed on the MICAP Fund Finder,
with the Fund having profitably
exited 16 companies to date
(including four partial exits with
a realised return multiple of 2.48x)
for a combined total value to
paid in of 2.58x, including
14 liquidations.”
MICAP ALTERNATIVE INVESTMENT RESEARCH, MARCH 2021
MMC exits since 2015
4.1x 5.5x*
3.0x 3.3x 6.0x* 27x*
8.7x 2.7x 4.2x 3.0x 1.5x 18x*
2015 2016 2017 2018 2019 2020
8 Note: Multiples do not include EIS tax reliefs, and are theInformation
highest MMC investor return per exit. *Partial / optional exit
MemorandumKey tax benefits
We seek to invest the EIS Funds alongside our other managed funds, including those
that do not benefit from EIS reliefs, a policy which demonstrates our commitment to
make investment decisions based on the commercial merits of each deal, rather than
the tax benefits. The EIS overlay enables MMC to reduce the downside risk and enhance
investor returns.
Below is a summary of the key EIS tax benefits available.
I ncome tax relief Inheritance tax relief
30% of the amount invested in EIS- An investment in an EIS-qualifying
qualifying companies i.e. a £100,000 company should benefit from 100%
investment could provide £30,000 relief from inheritance tax, provided
saving on that year or the previous the investment is held for two years
year’s income tax bill. and at the time of death.
No capital gains tax on growth Loss relief
Any capital gains made on the Capital losses realised from an
disposal of EIS qualifying shares investment in EIS qualifying shares
(where EIS income tax relief has may qualify for loss relief (net of initial
been given and not withdrawn) are income tax relief). So, an additional-
tax-free, provided that the qualifying rate taxpayer could effectively reduce
shares have been held for three years. a total loss of £1 to 38.5p.
Capital gains tax deferral See pages 23-28 for more
If you have realised a taxable gain information on tax relief.
and invest the proceeds in an EIS,
you can defer the capital gain for as
long as the money stays invested. The
EIS investment must be made within
either one year before, or three years
after the date the gain to be deferred
originally arose. There is no maximum
amount you can defer.
9 Information MemorandumHow it works
MMC will invest in a portfolio of c. 10 EIS-qualifying companies for investors
in the EIS Funds. Each investor’s portfolio will be diversified across multiple
sub-sectors and stages from early stage to growth investments.
1 Welcome letter
Account opened
Once a Subscription is opened, each
investor will receive a notification that
their online portal can be activated, and
a welcome pack is available for them.
2 Contract EIS3 Fully invested
During investment
note certificates notification
After each investment has Investors will receive an Investors will be notified
been made, investors will EIS3 certificate after each once their Subscription
receive a contract note investment. Although we is fully invested.
with investment details process these documents
and a short description as quickly as possible,
of the Investee Company. HMRC can take 12-18
weeks to issue them so
timing does vary.
3
Reporting Quarterly reports
Investors are provided with quarterly valuation
reports, including performance updates
on each Investee Company.
4 Transaction statement Write-off communication
Exits
Investors will be provided with a If a company fails the investor will receive
transaction statement detailing their all relevant operational and tax information
individual shareholding and return regarding the write-off and a template letter
on investment. to submit to HMRC to claim Loss Relief.
5 Events
Ongoing
MMC offers investors additional content and
events on the latest research and investment
activity from MMC and investee companies.
Visit mmc.vc/latest for our latest research
and upcoming events.
10 Information MemorandumFees
MMC EIS Fund fees ON SUBSCRIPTION
MMC charges an initial fee of 2% for customers investing
through an intermediary. For non-advised clients, the initial Initial fee 2% (or 4% for non-advised)
fee is 4%. There is an annual management fee of 2.5%,
and a custody fee of 0.15%, payable quarterly for years YEARS 1 & 2 WITHHELD (PAID QUARTERLY)
one and two.
AMC per year 2.5%
The annual management fee of 2.5%, and a custody fee
Custody fee 0.15%
of 0.15%, for years three, four and five is accrued and paid
on return of capital. There are no management or custody YEARS 3, 4 & 5 PAYABLE ON FIRST EXITS (ACCRUED)
fees after year five.
AMC per year 2.5%
A performance fee of 20% of the net profit achieved Custody fee 0.15%
on each Investor’s portfolio of investments applies. The
performance fee is payable only after the full amount
of the Investor’s Subscription has been returned. ONCE 100% OF INITIAL SUBSCRIPTION
IS RETURNED TO INVESTOR
Performance fee 20% of gains above 100p
(total initial investment)*
For further information on fees please refer to the MMC
EIS Fund Customer Agreement.
Please note:
Fees are subject to VAT where applicable. EIS tax relief
applies to actual monies invested in portfolio companies
net of fees.
*Only chargeable once MMC has generated returns to cover
accrued AMC and total amount Subscribed. Meaning an
implied hurdle rate of 20% (for advised investors).
The above fees are levied at Fund level and are therefore
not deductible for CGT purposes.
11 Information MemorandumMore ways to invest
with MMC
Business Investment Relief (BIR) Syndicate
Through the mechanism of BIR, UK resident nondomiciled The MMC Syndicate is a group of active and experienced
individuals (‘Non Doms’) can bring in offshore funds tax venture investors. The Syndicate is not limited to EIS
free to invest in EIS qualifying companies and gain all the qualifying investments and investors will have the
benefits of EIS tax relief with respect to their UK taxable opportunity to invest in MMC portfolio companies that
income. have grown beyond EIS qualifying status.
MMC can facilitate investors wishing to utilise BIR by Syndicate members retain their investment discretion and
investing in MMC’s EIS Fund. The same investment choose which MMC investments to make on a deal-by-
minimum and fees apply. deal basis.
It is crucial that investors wishing to utilise BIR, use the MMC also offers the option for individuals to invest in
specific BIR application form to invest in the EIS Fund and EIS Fund plus. This allows investors to have the managed
do not transfer funds to the onshore nominee account. Fund experience, creating a portfolio of c.10 companies
at MMC’s discretion, whilst opting to ‘top-up’ into any
For more information on the BIR option and relevant deals they choose. To invest as EIS Fund plus investors,
documentation, please contact one of the Investor individuals must subscribe to the EIS Fund and join the
Relations team on: Syndicate.
Email: fundenquiries@mmc.vc Further information
Telephone: 020 7938 2220 For more information on Business Investment Relief, the
MMC Rollover Facility, the Entrepreneurs Fund or the MMC
Rollover Facility Syndicate please contact one of the Investor Relations
MMC operates a Rollover Facility which allows clients to team on:
reinvest the proceeds of exits in order to maintain their
tax-efficient status. Email: fundenquiries@mmc.vc
Telephone: 020 7938 2220
Investors can ‘opt in’ to the Rollover Facility allowing all
future exit proceeds from Earlier Subscriptions to be
automatically re-subscribed into the Rollover Facility after
each positive exit. Alternatively, investors can instruct MMC
to rollover the proceeds on a case-by-case basis.
The MMC Rollover Facility matches its allocations to the
Subscription from which investor proceeds were realised.
Entrepreneurs Fund
Following demand from the management teams we
have backed to reinvest with us, MMC has created the
Entrepreneurs Fund.
The Entrepreneurs Fund has a minimum Subscription of
£5,000. It participates in the same flow of deals as the EIS
Fund and enjoys the same tax benefits.
In addition, we will allow investors under the age of 35 to
invest through the Entrepreneurs Fund to encourage early
investment exposure to the growth economy.
Standard EIS Fund fees apply. However, the initial fee is
2% for all investors.
12 Information MemorandumFund Structure
Our EIS Funds are suitable for UK taxpayers seeking Capital is returned to investors as realisations are made
a diversified portfolio of growth capital investments and will not be re-invested by MMC unless we are
benefiting from attractive EIS tax reliefs. These reliefs specifically instructed otherwise. Investors will be given
boost investor returns and offer significant downside the option to re-invest proceeds in MMC’s Rollover Facility.
protection. (See section entitled ‘Tax Considerations’ Investors may also re-subscribe to our EIS Funds at any
on page 23). time and we encourage resubscription to increase the
level of diversification achieved.
MMC invests on behalf of EIS investors in a portfolio of EIS-
eligible companies. Our EIS Funds are open to investment EIS relief is obtained on a deal-by-deal basis. MMC will
at any time. Thus, individual investor portfolios will vary make EIS3 certificates available after each investment
depending upon when each Subscription was made. Each is made (this is obtained by the portfolio company from
investor has an account administered by our Nominee. The HMRC).
minimum Subscription to the MMC EIS Fund is £25,000.
The EIS overlay means that returns are enhanced, and the Investors should then file the EIS3 certificates with their
risks materially reduced by the tax subsidy (the net after- tax return and make a claim in order to obtain the EIS
tax exposure is reduced to 38.5p per £1 for a 45% marginal tax reliefs. (See section entitled ‘Claiming EIS Relief’
rate tax payer). on page 26).
The EIS Funds are not a legal entity. They are Alternative
Investment Funds (‘AIF’) pursuant to the EU Alternative
Investment Fund Managers Directive (‘AIFMD’). MMC
is authorised to act as an AIF Manager (‘AIFM’) and,
accordingly, is the AIFM of the EIS Funds. The EIS Funds
are not a collective investment scheme within the meaning
of section 235 of the Financial Services and Markets Act
2000, nor a Non-mainstream Pooled Investment. The
EIS Funds will, however, constitute collective investment
undertakings within the meaning of the Markets in
Financial Instruments Directive (‘MiFID’) and, by virtue of
the exemption for collective investment undertakings and
their managers in Article 2.1(h) of MiFID, the EIS Funds (and
the management by the Manager thereof) fall outside the
remit of MiFID. MMC is authorised to carry on investment
activities under MiFID.
The EIS Funds may be deemed suitable for Retail Clients
subject to advice from suitably qualified professional
advisers. They are not HMRC ‘approved’ EIS Funds.
Investors are the beneficial owners of shares in the
Investee Companies although the Nominee will be the
registered holder of such shares. MMC aims to invest in c.
10 companies within 12-18 months for each Subscription.
These investments comprise both new deals and follow-on
funding rounds for existing Investee Companies that are
EIS qualifying.
13 Information MemorandumUnderstanding
our impact
We believe that venture capital has the ability to be We commit to:
a force for good, to create positive, lasting change in • Continuously improve our environmental performance
society, particularly by creating new jobs and supporting and integrate recognised environmental management
technological advances. That strong sense of purpose and best practice into our business operations; always
the virtuous circle created by responsible investment is considering the effect of our operations on the
why we challenged ourselves to become a B Corporation community and the environment.
(or B Corp). Certified B Corps are businesses that meet
the highest standards of verified social and environmental • Reduce our consumption of resources and improve the
performance, public transparency and legal accountability efficient use of those resources.
to balance profit and purpose.
• Take environmental responsibility into consideration
Our commitment to companies looking to create when assessing potential investments, and not invest
sustainable choices for customers has led us over the in a business which we believe is environmentally
years to back companies like Gousto, Senseye, Breathing irresponsible or negligent.
Buildings, Pact Coffee, Wool and the Gang and Love
Home Swap. Our portfolio holds many more examples • Recognise that we must consider a portfolio company’s
of companies which by the very nature of their product, operations on the community and the environment.
operating model or working style, promote efficiencies
and practice which result in a more sustainable world. • Ensure environmental, including climate change, criteria
are taken into account in the procurement of goods
We believe that the opportunities created by new and services.
technologies will over time generate benefits across
society that may mitigate job losses and other negative • Give due consideration to environmental issues
impacts arising from their adoption. We aim to enable and energy performance in the acquisition, design,
these benefits while seeking to minimise negative impact refurbishment, location and use of buildings.
arising from any disruption caused by our investment.
Ultimately, by investing in early-stage, high-growth Sustainable technology and the Circular Economy,
companies, we are fulfilling what the Enterprise Investment which involves maximising value from resources and
Scheme is intended to promote: innovation and job minimising waste, are sectors in which MMC actively seeks
creation. investment opportunities. Recent investments include
Qflow, a business positively impacting environmental risk
MMC seeks excellence in every aspect of our business and in construction, Unmade, tackling overproduction in the
we are committed to upholding Environmental, Social and fashion industry and SLAMcore, a business which helps
Governance policies as important tenets in our business autonomous vehicles understand their surroundings.
and in the businesses into which we invest.
Read more on our Circular Economy focus at
mmc.vc/our-commitment
14 Information MemorandumMeet the MMC
investing team
Alan Morgan Oliver Richards
Chairman Partner
Alan co-founded MMC Ventures in 2000. He is chairman Oliver joined MMC in 2018 to lead new and follow-on deals.
of the Investment Committee and supports MMC’s Oliver has a specific focus on fintech and is also supporting
financial services sector focus. Alan spent 28 years at MMC’s efforts to invest in the circular economy. Oliver has
McKinsey & Co where he was head of the financial services a broad range of experience in originating, acquiring and
practice in the UK, Europe and the Middle East. He was also leading technology businesses. He spent over five years
a board member of the McKinsey Investment Office which at Monitise. He was MD of Monitise Create and Monitise
manages c. $8 billion of staff and partner retirement and Content. Oliver was formerly a venture partner with Blue
investment products. Bear Capital where he worked on technology investments
in the U.S. Oliver started his career at Deloitte.
Alan has an MA in Law from Trinity College, Oxford
University, an MBA from Harvard Business School, He received his MBA with distinction from Columbia
and is a qualified barrister. Business School and London Business School through
a joint degree programme.
Bruce Macfarlane
Managing Partner Victoria Ferguson
Partner and General Counsel
Bruce co-founded MMC in 2000. He runs the firms day-
to-day, is a member of the Investment Committee and Victoria joined MMC in 2014. She is an experienced venture
has oversight of the MMC portfolio. Before founding MMC, capital and EIS lawyer, leading the legal work on our
Bruce was a Managing Director at Merrill Lynch, where he investments, following-on funding and exits. As General
was head of UK Investment Banking, and senior managing Counsel she also advises on all legal aspects of MMC
director at Bankers Trust. Earlier in his career he practiced Ventures’ work and supports deal leads and their portfolio
as a US securities lawyer at Skadden, Arps, Slate, Meagher companies. She has recently been appointed as MMC’s
& Flom in New York. director on the board at Talmix.
Bruce has a BA in English from Leeds University and is a Victoria was previously at the law firm Jones Day, where
Chartered Director. He qualified as a barrister in London she was an associate in the Business Restructuring and
and an attorney in New York. Reorganisation practice, Victoria has an LLB Law from
King’s College London and trained and initially practised
Simon Menashy at Simmons & Simmons in London and Tokyo.
Partner
Mina Samaan
Simon joined MMC in 2011. He is a member of the Principal
Investment Committee and leads the investment team.
Previously, Simon was a senior consultant in the Strategy Mina joined the investment team in 2017. He is responsible
practice at Deloitte, working with media, telco and for sourcing new deals, deal execution and supporting
technology companies across Europe on corporate MMC portfolio companies. Particular areas of interest for
strategy, analytics and M&A projects. Mina are cyber security and the combination of traditional
manufacturing and industrial platforms and practices with
Simon has a BSc in Physics and Space Research and a the latest technology, often known as Industry 4.0.
post graduate diploma in Business Administration from
the University of Birmingham, where he also started a small Prior to joining MMC, Mina worked at Lazard in London,
IT business. advising companies on Equity Capital Markets and
M&A transactions across a number of sectors including
industrials and technology. He was previously an
aerodynamics engineer for Williams Formula 1 team,
working on race-car design & development as well as
control software and testing.
Mina has a First-Class Honours in MEng Aeronautical
Engineering from Imperial College London.
15 Information MemorandumAlexia Arts Juliette Souliman
Manager Associate
Alexia joined MMC in 2018 from Santander Inno Ventures, Juliette brings a mix of venture and startup experience
Santander’s Venture Capital Fund and supports MMC’s gained over the past six years. She was previously at
fintech focus. Octopus Ventures in the fintech team and subsequently
joined fintech startup, Cred Investments.
At Santander, Alexia was responsible for screening and
evaluating inbound financial technology leads, continuous Juliette gained her undergraduate degree from the
tracking of the market and relevant trends across the Rotterdam School of Management, Erasmus University,
financial service sector to identify start-ups that fitted one of Europe’s top 10 research-based business schools.
their fund’s criteria. She also completed her MSc in Strategic Entrepreneurship
at Cass Business School in London, where her thesis was
Alexia has a BA (Hons) in History and Spanish from on API payments infrastructure.
University of Durham.
Feike Du
Lucci Levi Associate
Platform and Community Manager
Prior to joining MMC, Feike spent three years at Temasek,
Lucci joined MMC in 2017. Lucci’s role is to add value a large Singaporean-headquartered growth investor,
to the MMC portfolio by fostering the community of working on growth-stage and private equity deals. Her
entrepreneurs and operators within the MMC network. focus was on consumer and agricultural technology
Lucci focuses on leveraging MMCs collective contacts investments. Before her time at Temasek, Feike was an
and experience to deliver actionable support and advice investment banking analyst at Credit Suisse.
in areas including sales and partnerships, team and board
building, recommended advisers and relevant events Feike also studied at the Rotterdam School of
and content. Management, gaining her MSc in Finance & Investment.
Lucci previously worked at an independent merchant bank Masamba Senghore
supporting the advisory and investment teams, where she Analyst
gained experience in Venture Capital.
Masamba is a recent graduate. In addition to studying,
Masamba ran UCL’s entrepreneur’s fund. He was also
Dele Akinyemi a student investor for the Creator Fund, an investment
Manager fund making seed investments in early-stage student-led
startups based on the successful US Dorm Room Fund
Dele joined MMC in 2018 from the Boston Consulting model.
Group (BCG), where he worked on big data, analytics
and strategy engagements. He has a first-class Economics degree from University
College London.
Dele also ran and worked with early-stage businesses in
emerging markets having grown a retail chain in Nigeria
and been an early team member in a South-East Asian
e-commerce business. He is focused on MMC’s consumer
investments.
Dele has MBBS & BSc (Hons) degrees in Medicine
& Management from King’s College London.
16 Information MemorandumWe’re here to help
Anna Slemmings Nishil Patel
Partner, Marketing & Investor Relations Business Development Manager
Anna joined MMC in 2013 and leads our marketing and Nishil joined MMC in 2017 to support the growth of the
investor relations team. Anna’s role is to cultivate and MMC business development function.
support the MMC network and she spends much of her
time liaising with our investor community. Prior to joining MMC, Nishil co-founded an innovative
recruitment business focused on the financial planning and
Prior to joining MMC Anna worked in a client services role investment management industries. He recently graduated
within an investment bank before moving into marketing, with a First Class Honours in Leadership & Management
product and communications roles with two early-stage from the Open University. Nishil also holds the EISA
business. Anna has a BA in Politics from the University Diploma.
of Exeter.
Alex Hurley
Henry Emson Fund Administrator
Director and Head of Sales
Alex manages the onboarding of MMC clients and supports
Henry joined MMC in 2016 and his role is to develop the Investor Relations and Operations teams. He was
relationships within the adviser and introducer community previously a junior finance associate at the digital agency,
for MMC Fund distribution. Jellyfish, and has held work placements with Rothschilds
Wealth Management and LionTrust Asset Management.
Prior to joining MMC, Henry worked for an early-stage
clean tech venture and has in his own time syndicated and Alex has a BSc in International Business from
co-founded three consumer internet businesses. His other Loughborough University.
past roles have included investment manager at a private
equity family office and working at a boutique corporate
finance house.
Henry has a BA from the University of Newcastle-Upon-
Tyne and holds a CISI Level 3 Diploma in Corporate
Finance.
Tom Rudd
Investor Relations Manager
Tom joined MMC’s Investor Relations team in 2020. His role
is to support the firm’s retail and institutional investors, as
well as their intermediaries. Tom previously spent six years
working in Investor Relations at Findlay Park Partners and
before that was at the investment platform, Transact.
Tom has a BA in Business Studies, Business Administration
and Management from London South Bank University.
17 Information MemorandumAdvisors
Martin Morgan David Grundy
Martin became chairman of the MMC advisory committee David was CEO and co-founder at MMC portfolio company
in 2018. Martin has over 30 years of valuable experience, Invenias which built the leading global SaaS platform for
having built up the B2B portfolio at Daily Mail and General executive search firms. Invenias was sold to Bullhorn
Trust, where he led its print to digital transformation and in 2018.
scaled up its international operations. He became CEO
of the FTSE 250 company in 2008. Prior to Invenias, David co-founded Erevena, a prominent
executive search firm in the technology sector following a
He is currently chairman of Wilmington plc and a non- career in sales management and leadership roles at Oracle,
executive director at City of London Investment Trust. eCal and StorageNetworks. David serves as chairman for
MMC portfolio company, StoryStream.
Ian Barlow
Dan Bailey
Ian has served on the MMC advisory committee since
2018. Ian brings deep corporate experience to support Having spent five years as an investor in the MMC team,
MMC’s governance and strategy around tax-advantaged Dan joined a fast-growth enterprise SaaS business in
investments. He is a former UK Head of Tax and Legal at 2020. He continues to advise MMC and our portfolio
KPMG and latterly Lead Non-Executive, chairing the board, companies on technology trends, companies and scaling
of HM Revenue & Customs. up - combining his VC background with an operational
point-of-view.
Ian is chairman of Foxtons Group Plc, a senior independent
director of Urban & Civic Plc and serves as an independent Areas of particular interest for Dan include cloud native
non-executive director for The Goodwood Group. infrastructure and DevOps, DataOps and Automation.
Lisa Rodwell Tom Moon
Lisa has been a venture partner with MMC since 2018. Previously an investor at MMC focused on digital health,
Lisa is the former CEO of Wool and the Gang – an MMC Tom joined MMC portfolio company Current Health in late
investment – and chief revenue officer of Moo.com. Lisa 2020.
previously held senior marketing roles at eBay and Yahoo!
and brings 25 years of experience in building consumer A former clinician, during his time at MMC Tom primarily
businesses and brands. focused on the changes in the digital health space as a
result of advances in data science and other emerging
Lisa serves as a non-executive director at MMC portfolio technologies. He continues to use his experience to
company, Pact, and is a member of the advisory support the MMC team and wider portfolio in this space.
committee for MMC’s Seed fund, the Greater London
Fund. Asen Kostadinov
Dr. Janet Bastiman Previously MMC’s research manager, Asen joined MMC
portfolio company Copper in late 2020. Asen is part of the
Janet has been a venture partner with MMC since 2018. strategy team at Copper, a company offering custody and
Janet is the Chief Science Officer at StoryStream and has portfolio management of digital assets for institutional
extensive experience in leading teams and building artificial investors, and MMC’s first investment into the blockchain
intelligence systems with over 10 years’ experience at space.
C-level.
While at MMC, Asen led MMC’s blockchain and crypto
Janet is a founder of the Tech Women London Meetup focus and continues to use his experience to support the
Group, Treasurer of the IEEE STEM strategy committee investment team and wider portfolio in this space.
and regularly speaks and writes on various technical
subjects.
18 Information MemorandumUnderstanding
the key risks
The attention of prospective Investors is drawn to each of The EIS Fund, the Entrepreneurs Fund, the Co-investment
the following risk factors. An investment in the EIS Fund, Fund and membership of the Syndicate are subject
the Entrepreneurs Fund, the Co-investment Fund or to regulation by laws at local and national levels and in
membership of the Syndicate is high risk and may not be multiple jurisdictions. These laws and regulations, as well
suitable for all investors. In particular, potential Investors as their interpretation, may be changed from time to time
are recommended to seek specialist independent tax in a way that could have a material adverse effect on the
and financial advice before investing. The value of your relevant fund’s business. For example, changes to the tax
investment could go down as well as up. Investing in laws or practice in any tax jurisdiction affecting the relevant
unquoted shares may expose you to a significant risk of fund or any of its investments could adversely affect the
losing all the money you invest. If any loss of capital would value of the investments held by the relevant fund and the
have a materially detrimental effect on your standard of relevant fund’s ability to achieve its investment objectives.
living, you should not invest. You should only invest money
that you can afford to leave for the medium to long term Portfolio risks
and/or are prepared to lose. Furthermore, unquoted There can be no assurance that the EIS Fund, the
securities may be subject to transfer restrictions and Entrepreneurs Fund, the Co-investment Fund or the
may be difficult to sell. Syndicate will meet their objectives or that suitable
investment opportunities will be identified. The past
Tax and legal risks performance of investments by MMC, the EIS Fund,
While it is our intention that the EIS Fund and the the Entrepreneurs Fund, the Co-investment Fund or
Entrepreneurs Fund will be managed so that all the Syndicate members is no indicator of the future
investments will qualify for EIS tax reliefs, there can be no performance of investments. The value of the EIS Fund’s,
guarantee that such status will be maintained. A failure to the Entrepreneurs Fund’s, the Co-investment Fund’s or
continue to meet the qualifying requirements could result the Syndicate’s investments depends on the performance
in adverse tax consequences for Investors, including the of Investee Companies and other market factors outside
requirement to pay the 30% income tax relief, to pay any MMC’s control. The value of investments held by the EIS
CGT liability deferred on subscribing for those shares, Fund, the Entrepreneurs Fund, the Co-investment Fund
and to pay any CGT liabilities on the sale of the shares or the Syndicate may go down as well as up and Investors
subscribed for. No assurance can be given as to the may not receive back all or any of the amount invested.
preservation of the EIS qualifying status of an Investee Investment results may vary substantially over time, and
Company, which may be outside the control of MMC. there can be no assurance that Investors will achieve any
particular rate of return. MMC is likely to be committing
Qualifying Companies which subsequently obtain a listing funds to investments of a long-term and illiquid nature in
on the Official List of the United Kingdom Listing Authority companies whose share are not quoted or dealt in on any
(as opposed to AIM) will lose their qualifying status for stock exchange. Such investments are likely to involve a
the purposes of IHT relief. EIS relief will also be lost if high degree of risk.
arrangements were in place at the date of the investment
for such a listing to take place. Investments made by the EIS Fund, the Entrepreneurs
Fund, the Co-investment Fund or as a result of
The tax reliefs referred to in this document are those membership of the Syndicate will be in private companies
currently applying as at the date hereof which are whose shares may be difficult to sell or market. Such
assumed to apply throughout on a continuing basis. shares may have risks associated with them greater than
However, levels and bases of, and relief from, taxation are quoted securities or shares. Restrictions may apply to the
subject to change and such tax reliefs may not be available transfer of shares in private companies in which the EIS
in the future and such changes could be retrospective. Fund, the Entrepreneurs Fund, the Co-investment Fund or
Further taxes or costs other than those referred to in this the Syndicate invests. The timing of any realisation cannot
Information Memorandum or in the associated Customer be predicted and proper information for calculating the
Agreement may arise which are not paid through MMC current value of the EIS Fund’s, the Entrepreneurs Fund,
or imposed by us. Prospective Investors should seek their the Co-investment Fund’s and the Syndicate’s investments
own independent professional advice on their particular or the degree of risk posed may not be available.
tax situation and the application of such tax reliefs prior to
making an investment in the EIS Fund, the Entrepreneurs Where debt leverage is introduced into an Investee
Fund, the Co-investment Fund or before becoming a Company, the investment made by one or more of the EIS
member of the Syndicate. The value of tax reliefs depends Fund, the Entrepreneurs Fund, the Co-investment Fund
on each Investor’s individual circumstances and may and/or the Syndicate may be subject to additional risk.
change in the future.
19 Information MemorandumIlliquidity The inaccuracy of certain assumptions, the failure to
It may be difficult and time-consuming for an Investor satisfy certain financial requirements and the occurrence
to terminate their Customer Agreement or withdraw of unforeseen events could impair the ability of MMC to
or liquidate their investments from the EIS Fund, the realise projected values and/or cash flow in respect of an
Entrepreneurs Fund, or the Co-investment Fund or investment. Therefore, there can be no assurance that
liquidate their Syndicate investments due to the illiquid the projected results will be obtained and actual results
nature of the investments proposed. In any event, may vary significantly from the projections. General
withdrawal rights may only be exercised in accordance economic and industry-specific conditions, which are
with the Terms & Conditions. We may not be able to realise not predictable, can have also an adverse impact on the
such investments quickly, at a reasonable price or, in some reliability of projections.
circumstances, at any price. Investors should consider
the investments contemplated by this Information MMC may, in relation to certain transactions, give
Memorandum as long-term investments. warranties, guarantees and/or indemnities to third parties.
Consequently, it may need to apply assets of the relevant
Due to the nature of EIS relief, Investors participating fund or drawdown additional monies from investors in the
via the Co-investment Fund or Syndicate members who relevant fund to satisfy such contingent liabilities.
elect not to invest in shares qualifying for EIS relief may
be offered a different class of shares from the Relevant Company risks
Shares. The investments made available to such Investors MMC depends on the services of its key personnel. The
may carry some form of liquidation preference which may loss of services of these persons could have a material
result in the holders of such capital instruments receiving adverse effect on the performance of the investments of
all or some of their investment back on an exit (such the EIS Fund, Entrepreneurs Fund, Co-investment Fund
as a trade sale, flotation or liquidation of the Investee and the Syndicate. MMC’s success is also highly dependent
Company or the sale by it of its business) prior to Investors on its continuing ability to identify, hire, train, motivate
participating via the EIS Fund and Entrepreneurs Fund who and retain highly-qualified personnel. Competition for
can take advantage of EIS relief. Accordingly, the existence such personnel can be intense and MMC cannot give any
of any such preference may result in such Investors in the assurance that it will be able to attract or retain highly-
EIS Fund and Entrepreneurs Fund receiving a lower return qualified personnel in the future.
on their investment or failing to recover some or all of their
investment. The success of MMC depends on the ability of the MMC
team to locate, select, develop and realise appropriate
Investors who subscribe to the EIS Fund or the investments, and there is no guarantee that suitable
Entrepreneurs Fund on only one occasion will have their investments will be or can be acquired or that investments
Subscriptions invested in at least five Investee Companies. will be successful. The MMC team may be unable to find a
In practice though, MMC targets c. 10 investee companies sufficient number of attractive opportunities to meet the
per Subscription as fewer investments increases relevant fund’s investment objectives.
concentration risk through lack of diversity. The poor
performance by one or more of these Investee Companies A number of entities will compete with MMC to make
may have a material adverse effect on their investment. investments of the type that it intends to make, and
The performance of the Investee Companies may be competition for investments targeted by MMC may
adversely affected by global or local economic, political, increase over time. It will compete with public and private
regulatory or other factors beyond the control of those funds, commercial and investment banks, corporates and
entities or MMC. commercial financing companies.
In addition to other analytical tools, the MMC team may Forward-looking statements
use financial models to evaluate investment opportunities. Investors should not place reliance on forward-looking
The accuracy and effectiveness of such models cannot be statements. This document includes statements that are
guaranteed. In all cases, projections are only estimates of (or may be deemed to be) ‘forward-looking statements’,
future results which are based upon assumptions made at which can be identified by the use of forward-looking
the time that the projections are developed. Projections terminology including the terms ‘believes’, ‘continues’,
are inherently uncertain and subject to factors beyond the ‘expects’, ‘intends’, ‘may’, ‘will’, ‘would’, ‘should’ or, in each
control of MMC and the Investee Company in question. case, their negative or other variations or comparable
terminology.
20 Information MemorandumThese forward-looking statements include all matters that If an EIS Company ceases to carry on, or make
are not historical facts. Forward-looking statements involve preparations to carry on, a commercial trade, its BIR
risk and uncertainty because they relate to future events qualifying status may be adversely affected. While the
and circumstances. Forward-looking statements contained Manager will require that various safeguards are provided
in this document, based on past trends or activities, should against this risk, MMC cannot guarantee that all EIS
not be taken as a representation that such trends or Companies will retain their EIS or BIR qualifying status.
activities will continue in the future.
In the event that an investor’s interest in a Qualifying
Potential conflicts of interest Investment is realised through a liquidation of that
MMC manages or provides services for MMC’s Funds. company, the investment is likely to cease to be a
Such funds or investors may invest in companies in which Qualifying Investment at the date of appointment of the
the other MMC Funds have also invested or may invest. liquidator unless the liquidation takes place for genuine
MMC may provide MMC’s Funds the opportunity to co- commercial reasons. If the investment ceases to be a
invest with other MMC Funds. Potential conflicts may be Qualifying Investment at the date of appointment of
inherent or arise from MMC providing such opportunities. the liquidator, the investor must receive his liquidation
In particular certain of MMC’s Funds do not have EIS reliefs distributions within 90 days of that date, and either
as an objective of their investments. In addition, once reinvest the funds in another BIR qualifying investment
such co-investments are made, the interests of each of or take them offshore within the 45 Day Period in order
MMC’s Funds and those of co-investing investors may to prevent a taxable remittance. Whilst the Manager will
subsequently diverge. make every effort to ensure that liquidation distributions
are made within the 90-day time limit, the Manager cannot
Business Investment Relief (BIR) tax risks guarantee that such distributions will be made within
BIR applies to individuals who have claimed the this timeframe.
remittance basis of taxation. The tax law relating to the
remittance basis of taxation is complex and investors Should a company in which an investment is made achieve
should seek independent tax advice to ensure that all a full listing and become a quoted company, an investor
tax consequences of making an investment have been will have 90 days to realise their investment and then
investigated and understood. either take the proceeds offshore or reinvest them in
another BIR qualifying company within the 45 Day Period,
BIR was introduced with effect from 6 April 2012 and allows otherwise BIR on the original remittance will be withdrawn.
UK resident and non-domiciled individuals to remit foreign The Manager cannot guarantee it will be possible to
income and gains to the UK in order to make qualifying meet these time limits in the event of a full listing. These
business investments without causing a tax charge on restrictions do not apply to an AIM listing.
remittances. The amount remitted to the UK must be
reported and claimed on the individual’s personal tax There are additional situations that might arise with regard
return. to the investee company after the end of the Three Year
Period for EIS purposes (e.g. ceasing to trade, becoming
Provisional advance assurance that each company in an investment company) which would not affect the EIS
which the EIS Fund invests is a Qualifying Investment for tax relief already claimed but which might cause the
BIR purposes will not be sought from HMRC, because investment to cease to qualify for BIR purposes. The
the Manager has been advised that advance assurance investment would need to be sold within 90 days of the
under the EIS regime makes it likely that the company will happening of the disqualifying event and the proceeds
also qualify for BIR at the point of investment. However, taken offshore or reinvested in another qualifying company
investors requiring certainty of an investment qualifying for within 45 days of sale in order to avoid the original
BIR may submit an application to the Business Investment remittance becoming taxable in the UK. Investors’ funds
Relief Advance Assurance Team at HMRC. will be held in a single offshore bank account in the name
of the Custodian. The Manager’s tax advisers consider
that investors’ funds placed in such a nominee account
will retain their income/gains nature and the proportions
of each will not be altered by other funds held in that
account. However, there is no certainty that HMRC will
take the same view.
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