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COB 3 Annex 2 Contents of Enterprise Investment Scheme particulars (R)

R

This annex forms part of COB 3.9.26 R (1) .

The following statements, to be included with particular prominence:

(1)

that applications may only be made and accepted subject to the terms and conditions of the EIS particulars;

(2)

that the applicant is advised not to subscribe to the EIS unless he has taken appropriate independent advice;

(3)

the name and business address of:

(a)

every person acting in a professional capacity in relation to the EIS;

(b)

every person likely to take part in any decision or recommendation relating to investment of monies subscribed to the EIS;

(4)

any arrangements under which any preferential treatment will or may be given in relation to subscription to the EIS to particular persons or classes of person subscribing to the EIS;

(5)

the circumstances in which persons or particular classes of person are excluded from participation in the EIS or in any particular investment of EISmonies;

(6)

the manner in which shares in companies in which EIS monies are to be invested are to be held on behalf of participants in the EIS and the manner in which, according to their EIS subscriptions, interests in such shares are to be allocated to each participant;

(7)

any arrangements for registering shares in the names of participants in the EIS at or after the end of the period during which shares must be held in order to obtain tax relief;

(8)

the circumstances in which a person's participation in the EIS may be terminated;

(9)

any arrangements for dealing withEIS monies which become available as a result of a sale ofEIS investments by theEIS manager;

(10)

whether the EIS manager remains free to subscribe for shares, or to hold options to do so, in companies in which the EIS funds are invested and, if so, an indication of the price or the formula by which a price is determined at which it may subscribe and the maximum proportion of the ordinary share capital of those companies for which it may subscribe or which may be the subject of options in its favour, or both;

(11)

whether theEIS managerproposes to establish another EIS and, if so, whether or not arrangements exist to ensure that the EIS manager does not discriminate between one EIS and another and, if so, what they are;

(12)

a summary of the fiscal provisions concerning the EIS;

(13)

either a description of the arrangements which exist for:

(a)

securing that any person who knowingly has a material interest in any decision or recommendation concerning the investment of EIS subscriptions which are not subject to independent approval is excluded from participation in the making of that decision or recommendation; and

(b)

for securing independent approval of decisions and recommendations concerning the investment of EIS subscriptions which may be made by persons who have a material interest in them;

or a statement that no such arrangements exist;

(14)

where the arrangements described in (13) above do not cover any of the following interests:

(a)

an interest of the EIS manager or of its associates arising by way of remuneration in connection with the management or operation of the EIS or any other EIS;

(b)

an interest arising from investment of subscriptions of the EIS or of any other EIS managed by the EIS manager or its associates;

(c)

an interest of a bank resulting from a loan made by such an institution;

(d)

an interest arising from the formation by the EIS manager, or its associates, of a company with a view to an interest in that company being acquired on behalf of an EIS, of which it, or its associates, is the scheme manager;

a statement that investment may be made despite the existence of such an interest;

(15)

particulars of any material interest or duty of the EIS manager which would conflict with the interests of participants in the EIS or its duty to those participants;

(16)

any arrangements to enable participants in the EIS to notify the EIS manager of companies with which they are connected within the meaning of Sections 291, 291A and 291B of the Income and Corporation Taxes Act 1988;

(17)

the investment policies and objectives of the EIS;

(18)

the periodic reports made available to participants and how frequently those reports will be made in accordance with the EIS.