ACL Metro Foods Fund

I N V E S T O R S P I T C H

ACL Metro Food Fund1

ACL..Working with Real Businesses run by Real People to produce Super Real Returns to Investors

IMPORTANT NOTICE2

The Metro Foods Fund (the ‘Fund) is not authorised orotherwise approved by the Securities and ExchangeCommission (‘SEC’). This is Crowdfunding. This information memorandum ('Memorandum') has been

prepared by Adventure Capital Ltd ('ACL' or the' Manager') This is a Crowd funding platform and Investment in the

Fund is restricted to those who are experienced investorswho can be categorised as Professional Clients (as defined inthe SEC Handbook) This Memorandum and the information contained therein is

confidential


The Metro Foods Fund (the ‘Fund) is not authorised orotherwise approved by the Securities and ExchangeCommission (‘SEC’). This is Crowdfunding. This information memorandum ('Memorandum') has been

prepared by Adventure Capital Ltd ('ACL' or the' Manager') This is a Crowd funding platform and Investment in the

Fund is restricted to those who are experienced investorswho can be categorised as Professional Clients (as defined inthe SEC Handbook) This Memorandum and the information contained therein is

confidential

CONTENT3

Key Facts 3 Background 4- 6 The Fund 7-19 Tax Benefits 20- 21 Fees and Charges 22-23 Risk Factors 24-25 About Metro Foods 26-29 Investment agreement 30-31 How to apply 32


Key Facts 3 Background 4- 6 The Fund 7-19 Tax Benefits 20- 21 Fees and Charges 22-23 Risk Factors 24-25 About Metro Foods 26-29 Investment agreement 30-31 How to apply 32

KEY FCTS4

Investment Objectives: To provide the passive investor with anopportunity to invest and earn good returns via crowdfunding.

Fund advisor: Adventure Capital Ltd Fund Structure: Segregated portfolio comprising of equity

linked shares and investment Notes. Size: N20 million, with minimum commitment of N200,000 OR

50,000 shares for equity linked shares and or N10,000 only forInvestment Notes

Geography: Nigeria Returns: preferred return of 30% (equity) and 36% (Investment

Notes) respectively.


Investment Objectives: To provide the passive investor with anopportunity to invest and earn good returns via crowdfunding.

Fund advisor: Adventure Capital Ltd Fund Structure: Segregated portfolio comprising of equity

linked shares and investment Notes. Size: N20 million, with minimum commitment of N200,000 OR

50,000 shares for equity linked shares and or N10,000 only forInvestment Notes

Geography: Nigeria Returns: preferred return of 30% (equity) and 36% (Investment

Notes) respectively.

BACKGROUND


BACKGROUND

CROWDFUNDING

The crowdfunding industry has been growing exponentially over thepast few years

In the UK in 2013, AltFinanceNews.com estimated that theAlternative Finance sector raised more than £1bn for the first time

The evolution of social media is a significant factor in the growth ofthis industry as it has allowed the entrepreneur to access, at a low cost,a large number and variety of people.

Adventure Capital Ltd is believed to be one of the earliest companiesto bring an equity platform into the Nigeria public domain

The Metro Food Fund is taking this one step further, with the Fundspecifically investing in restaurants, fast foods and other food serviceenterprises across Nigeria .

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The crowdfunding industry has been growing exponentially over thepast few years

In the UK in 2013, AltFinanceNews.com estimated that theAlternative Finance sector raised more than £1bn for the first time

The evolution of social media is a significant factor in the growth ofthis industry as it has allowed the entrepreneur to access, at a low cost,a large number and variety of people.

Adventure Capital Ltd is believed to be one of the earliest companiesto bring an equity platform into the Nigeria public domain

The Metro Food Fund is taking this one step further, with the Fundspecifically investing in restaurants, fast foods and other food serviceenterprises across Nigeria .

THE ADVENTURE

Adventure Capital Ltd was founded in 2013 by someentrepreneurs and reputable investors. In its first full year oftrading (2014) The Adventure successfully raised $1.5m forNigeria businesses Since that date, the business has seen significant growth, and

in 2015, The Adventure has raised more than $4.2m forover 10 Nigeria based businesses

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Adventure Capital Ltd was founded in 2013 by someentrepreneurs and reputable investors. In its first full year oftrading (2014) The Adventure successfully raised $1.5m forNigeria businesses Since that date, the business has seen significant growth, and

in 2015, The Adventure has raised more than $4.2m forover 10 Nigeria based businesses

THE FUND

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THE FUND

ACL..Working with Real Businesses run by RealPeople to produce Super Real Returns to Investors

THE PARTIES

Name of Fund: ACL Metro Foods Fund Fund Adviser: Adventure Capital Ltd Financing platform: The Adventure Portfolio Company: Metro Delights Limited

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Name of Fund: ACL Metro Foods Fund Fund Adviser: Adventure Capital Ltd Financing platform: The Adventure Portfolio Company: Metro Delights Limited

STRUCTURE

The Fund will be an unapproved fund and will comprise ofa number of segregated portfolios in food focused entities. Funds will be held in segregated client accounts

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SIZE

The Fund has an initial target size of N20m by way of asingle close. This maybe expanded subsequently, as more portfolio

companies becomes available. Investors will be accepted into the Fund on an individual

case-by-case basis. The minimum individual subscription for equity linked

shares is N200,000 or 50,000 units of equity shares in theportfolio company, Metro Delight Limited The minimum subscription for an investment note is

N10,000.

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The Fund has an initial target size of N20m by way of asingle close. This maybe expanded subsequently, as more portfolio

companies becomes available. Investors will be accepted into the Fund on an individual

case-by-case basis. The minimum individual subscription for equity linked

shares is N200,000 or 50,000 units of equity shares in theportfolio company, Metro Delight Limited The minimum subscription for an investment note is

N10,000.

INVESTMENT OBJECTIVES

To provide the passive investor with an opportunity toinvest via crowdfunding, The Fund invest directly into a real business run by real

people producing real profit To generate capital growth for investors over a five year

period, by investing in high growth companies. The adviser will select companies to invest in, ensuring a

mix of industrial sectors and stages of businesses, therebyspreading risk and providing individual investors withinteresting and diversified portfolios

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To provide the passive investor with an opportunity toinvest via crowdfunding, The Fund invest directly into a real business run by real

people producing real profit To generate capital growth for investors over a five year

period, by investing in high growth companies. The adviser will select companies to invest in, ensuring a

mix of industrial sectors and stages of businesses, therebyspreading risk and providing individual investors withinteresting and diversified portfolios

PORTFOLIO MANAGEMENT

The adviser will actively manage and monitor investmentsand will use its business development and realisationexpertise in maximising returns to the investors. Managing investments will include exercising and abstaining

voting rights and dealing with all other shareholder matters. Where appropriate the adviser may take board observer

rights in portfolio companies

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The adviser will actively manage and monitor investmentsand will use its business development and realisationexpertise in maximising returns to the investors. Managing investments will include exercising and abstaining

voting rights and dealing with all other shareholder matters. Where appropriate the adviser may take board observer

rights in portfolio companies

REPORTING

The adviser will report to investors 4 times yearly within 15days of the end of each quarter from March 2016. Reports will provide a summary of the investment portfolio

and progress made by individual companies. The quarterly report will include a portfolio valuation as

detailed in Clause 20 of the Investor Agreement. Dividend and or Interest will be payable half yearly except

if the investors at any of its meeting elect otherwise. Qualified and experienced members of the investor group

will be admitted to the Board of Metro Delight Limited orother portfolio which the fund may invest in.

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The adviser will report to investors 4 times yearly within 15days of the end of each quarter from March 2016. Reports will provide a summary of the investment portfolio

and progress made by individual companies. The quarterly report will include a portfolio valuation as

detailed in Clause 20 of the Investor Agreement. Dividend and or Interest will be payable half yearly except

if the investors at any of its meeting elect otherwise. Qualified and experienced members of the investor group

will be admitted to the Board of Metro Delight Limited orother portfolio which the fund may invest in.

INVESTMENT INSTRUMENTS

Investors have two options to participate in the ACL Metro FoodFund:

1. Equity Linked2. Investment Note

The Fund will however, typically make :

1. Equity investments in the portfolio companies that qualifies for taxreliefs; or

2. Investment Notes/debt instruments may also be used on occasionswhere the risk return profile supports this approach in the adviser’sview

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Investors have two options to participate in the ACL Metro FoodFund:

1. Equity Linked2. Investment Note

The Fund will however, typically make :

1. Equity investments in the portfolio companies that qualifies for taxreliefs; or

2. Investment Notes/debt instruments may also be used on occasionswhere the risk return profile supports this approach in the adviser’sview

INVESTMENT DOCUMENTATION

The adviser has in-house legal expertise and will seek toutilise standard template legal documents to protect theFund’s investments and the investors where appropriate. Standard investment documents – such as CAC documents,

memo & articles of association, IM, financial projections,business plan, Information Memorandum, Investors’ Pitchand Investors Agreement etc are all available. These can be reviewed with the investors upon obtaining

their investment commitments

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The adviser has in-house legal expertise and will seek toutilise standard template legal documents to protect theFund’s investments and the investors where appropriate. Standard investment documents – such as CAC documents,

memo & articles of association, IM, financial projections,business plan, Information Memorandum, Investors’ Pitchand Investors Agreement etc are all available. These can be reviewed with the investors upon obtaining

their investment commitments

Tenor of Investment

1. Equity : Minimum tenor of 36 months Maximum tenor of-. nil

2. Investment Notes: Minimum tenor of 24 months Maximum tenor of 5 years

Prematurity liquidation/termination of investment, shall besubject to terms and conditions stated in the IM.

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1. Equity : Minimum tenor of 36 months Maximum tenor of-. nil

2. Investment Notes: Minimum tenor of 24 months Maximum tenor of 5 years

Prematurity liquidation/termination of investment, shall besubject to terms and conditions stated in the IM.

INVESTORS COMMMITMENT

To invest in the Fund, investors must complete anapplication form (link) and make payment in full. Additional commitments may be made at any time over the

investment period. Prior to accepting an investor into the Fund, the adviser will

carry out suitability checks

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To invest in the Fund, investors must complete anapplication form (link) and make payment in full. Additional commitments may be made at any time over the

investment period. Prior to accepting an investor into the Fund, the adviser will

carry out suitability checks

TERMINATION

Investors can de-commit or terminate on three months’notice, with un-invested cash being returned. On de-commitment, invested assets will either be transferred toother investors or bought over by the adviser and managedby agreement on a case-by case basis or held until sold. On termination, invested assets and accrued

interest/dividend will be transferred to investors less allapplicable charges.

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Investors can de-commit or terminate on three months’notice, with un-invested cash being returned. On de-commitment, invested assets will either be transferred toother investors or bought over by the adviser and managedby agreement on a case-by case basis or held until sold. On termination, invested assets and accrued

interest/dividend will be transferred to investors less allapplicable charges.

RETURNS TO INVESTORS

Capital will be invested once and any returns will be distributedto investors following realisations from individual investments,typically by way of IPO, trade sale, secondary purchase or sharebuy-backs.

Preferred Returns:1. Equity Linked Shares: from 30% pa2. Investment Notes: from 36% pa

Super Return Sharing: 70:30 in favour of the investors. Superreturn is the surplus return achieved by the portfoliocompany(ies) in excess of the 30% and 36% return on equityand interest on Investment Notes respectively.

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Capital will be invested once and any returns will be distributedto investors following realisations from individual investments,typically by way of IPO, trade sale, secondary purchase or sharebuy-backs.

Preferred Returns:1. Equity Linked Shares: from 30% pa2. Investment Notes: from 36% pa

Super Return Sharing: 70:30 in favour of the investors. Superreturn is the surplus return achieved by the portfoliocompany(ies) in excess of the 30% and 36% return on equityand interest on Investment Notes respectively.

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TAX MATTERS


TAX BENEFITS

THIS SECTION REFERS TO TAX LEGISLATIONTHAT IS IN PLACE AT THE TIME OF WRITING Investment shall not be subject to any form of tax

deductions in accordance with Personal Income andCompany Income Tax acts Dividend, interest and fees shall be subject to applicable

with Holding Taxes. This will form tax deductible in thecomputation of the Investors Personal Income Tax Investing in the Fund is a safe tax haven for the investors.

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THIS SECTION REFERS TO TAX LEGISLATIONTHAT IS IN PLACE AT THE TIME OF WRITING Investment shall not be subject to any form of tax

deductions in accordance with Personal Income andCompany Income Tax acts Dividend, interest and fees shall be subject to applicable

with Holding Taxes. This will form tax deductible in thecomputation of the Investors Personal Income Tax Investing in the Fund is a safe tax haven for the investors.

FEES & CHARGES


FEES & CHARGES

FEES AND CHARGES

FEES: The adviser will be entitled to charge fees in relation to the Fund as set outbelow:

1. INITIAL CHARGES:T he adviser will charge each investor an initial set-up feeequal to 5 per cent of funds subscribed upon admission to the Fund. This fee willbe used to offset general set-up costs such as legal and marketing

2. MANAGEMENT FEE: An annual management charge of 5 per cent p.a. of thenet cash committed or dividend or interest received.

3. PROFIT SHARE :Once the preferred return has been paid together with a returnof the original capital, the adviser and investors will share profits 30:70

4. GENERAL: observer cost may be charged to portfolio company.

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FEES: The adviser will be entitled to charge fees in relation to the Fund as set outbelow:

1. INITIAL CHARGES:T he adviser will charge each investor an initial set-up feeequal to 5 per cent of funds subscribed upon admission to the Fund. This fee willbe used to offset general set-up costs such as legal and marketing

2. MANAGEMENT FEE: An annual management charge of 5 per cent p.a. of thenet cash committed or dividend or interest received.

3. PROFIT SHARE :Once the preferred return has been paid together with a returnof the original capital, the adviser and investors will share profits 30:70

4. GENERAL: observer cost may be charged to portfolio company.

RISK & MITIGATION FACTOR


RISK & MITIGATION FACTOR

RISK FACTORS

Investments in young companies are high in risk. Equity and loaninvestments in unquoted or private companies are typicallyhigher in risk than those in listed companies. The value of aninvestment in the Fund may go down as well as up. Thefollowing specific risks have been identified by the adviser.

1. Investment Risk2. Taxation Risk

For full details about these risks and mitigation factor pleaseread the Information Memorandum.

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Investments in young companies are high in risk. Equity and loaninvestments in unquoted or private companies are typicallyhigher in risk than those in listed companies. The value of aninvestment in the Fund may go down as well as up. Thefollowing specific risks have been identified by the adviser.

1. Investment Risk2. Taxation Risk

For full details about these risks and mitigation factor pleaseread the Information Memorandum.

ABOUT METRO FOODS


ABOUT METRO FOODS

MENU

African cuisine Buka Stuff

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FINANCIAL FORECAST

80,000,000

100,000,000

120,000,000

140,000,000

Traffic

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(20,000,000)

-

20,000,000

40,000,000

60,000,000

80,000,000

16 months31/12/2015

Yr 1 Year 2 Year 3 Year 4 Year 5

Traffic

Revenue

Gross Profit

EBITA

Net Profit

100,000,000

150,000,000

200,000,000

250,000,000

Cash Inflow

Cash Outflow

Net Cashflow

CASH FORCAST


(50,000,000)

-

50,000,000

100,000,000

16 months31/12/2015

Yr1 Year 2 Year 3 Year 4 Year 5

Net Cashflow

FINANCING31


N10,000,00050%

N10,000,00050%

Equity

Notes

FUND UTILISATION

N7,842,84639%

N5,000,00025%

Branch Expansion

32


N2,500,00013%

N4,657,15423%

Branch Expansion

Improvement Cost

Working Capital

Out Door & Delivery Services

ROI- PREFERRED

From30%

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From30%

From36%

Equity-Dividend

Notes-Interest

INVESTORS’ AGREEMENT


INVESTOR AGREEMENT

The Agreement sets out the terms and conditions of yourparticipation in the ACL METRO FOOD Fund (the'Fund'). It should be read in conjunction with the Information

Memorandum. By completing and submitting the Application Form you

agree to the formation of an agreement between you andAdventure Capital Ltd (the ‘Adviser’) incorporating theseterms and the disclosures in the Information Memorandum

Please click the respective links for detail about each.

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The Agreement sets out the terms and conditions of yourparticipation in the ACL METRO FOOD Fund (the'Fund'). It should be read in conjunction with the Information

Memorandum. By completing and submitting the Application Form you

agree to the formation of an agreement between you andAdventure Capital Ltd (the ‘Adviser’) incorporating theseterms and the disclosures in the Information Memorandum

Please click the respective links for detail about each.

HOW TO APPLY


HOW TO APPLY

STEPS TO APPLYING37

1. Read the Information Memorandum and or the Investors’Pitch and the Investment agreement.

2. Request for and complete the application Form.3. Pay the amount you want to invest to ACL Metro Foods Fund

Segregated account: Account Name: Adventure Capital Limited, Account Number :3152491017 Bank: FCMB

You will then receive a copy of your share certificate (if EquityInvestment) or Investment Note .Within 15 days of closing thefund, you will be called to a General Investors Forum


1. Read the Information Memorandum and or the Investors’Pitch and the Investment agreement.

2. Request for and complete the application Form.3. Pay the amount you want to invest to ACL Metro Foods Fund

Segregated account: Account Name: Adventure Capital Limited, Account Number :3152491017 Bank: FCMB

You will then receive a copy of your share certificate (if EquityInvestment) or Investment Note .Within 15 days of closing thefund, you will be called to a General Investors Forum

APPLYING TO THE FUND

To apply to the ACL METRO FOODS FUND, please complete theapplication form by or contact us below

If you have any queries, please contact:

Sunday ObaderoAdventure Capital LimitedSuite 11 & 12, East PavilionTBS, OnikanLagos

Phone | +234 703 438 3697Email | [email protected] | www. adventurecapital.com.ng

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To apply to the ACL METRO FOODS FUND, please complete theapplication form by or contact us below

If you have any queries, please contact:

Sunday ObaderoAdventure Capital LimitedSuite 11 & 12, East PavilionTBS, OnikanLagos

Phone | +234 703 438 3697Email | [email protected] | www. adventurecapital.com.ng

Application Form39

ACL METRO FOODS FUND APPLICATION FORM

Investment Amount Minimum investment is N200,000 for 50,000 units of shares (if Equity) or N10,000 only (if

Investment Note).

Amount to Invest N…………………………….

Investment Type: Equity Linked Shares ( ) Investment Note ( )

Personal Details


Personal Details

First Name:

Last Name:

Address Line 1:

Address Line 2:

State, Country

Daytime Telephone

Mobile Telephone

Date of Birth Day……….. Month ……….. Year ………………

REQUIRED ACTIONS40

Decide how much to invest Complete the Application Form Pay the amount to invest to:

Account Name: Adventure Capital Limited, Account Number :3152491017 Bank: FCMB

Email the completed Application Form to:[email protected] Hot line: +234 703 438 3697


Decide how much to invest Complete the Application Form Pay the amount to invest to:

Account Name: Adventure Capital Limited, Account Number :3152491017 Bank: FCMB

Email the completed Application Form to:[email protected] Hot line: +234 703 438 3697