Epicure Wine EIS 1

EPICURE WINE EIS Information Memorandum

Authorised and Regulated by the Financial Conduct Authority

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IMPORTANT NOTICE This document, which is not a prospectus, but which is a financial promotion, has been approved and issued on 10 January 2018 by Enterprise Investment Partners LLP (FRN: 604439) (“Enterprise”), which is authorised and regulated by the Financial Conduct Authority (“FCA”) for the purposes of Section 21 of the Financial Services and Markets Act 2000. Reliance on this promotion for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of his/her assets or capital invested. If you are in any doubt about the action you should take in relation to the contents of this document, you should contact your stockbroker, solicitor, accountant, bank manager or other professional adviser authorised under the Financial Services and Markets Act 2000, who specialises in advising on investment in shares and other securities. Remember: 1. Investment in companies which have yet to generate revenues or which are at an early stage

of development (start-ups and small businesses) is very high risk and you may lose all your invested money.

2. Most start-ups and small businesses fail. 3. You will most likely not receive any dividends. This document does not constitute a prospectus as defined by the Prospectus Regulations 2005 (The Regulations) and has not been prepared in accordance with the requirements of The Regulations. To the best of the knowledge and belief of the directors of Old Bourne Way Limited (the “Company”), (“Directors”), who have taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors, whose details are set out on page 10, accept responsibility accordingly. Prospective investors should not treat the contents of this document as constituting advice relating to legal, taxation or investment matters and are advised to consult their own professional advisers authorised under the Financial Services and Markets Act 2000 concerning subscription for shares and investment in the Company. Securities issued by the Company are not and will not be listed or dealt in on any stock exchange in the foreseeable future. Enterprise is acting for the Company in connection with the arrangements set out in this document and is not acting for anyone else and will not be responsible to anyone other than the Company for providing the protections offered to clients of Enterprise or for providing advice in respect of the contents of this document. No liability is accepted by Enterprise for the accuracy of any information or opinions contained in or for the omission of any material information from this document, for which the Company and the Directors are solely responsible. An investment in the Company may not be suitable for everyone. A prospective investor should consider carefully whether an investment in the Company is suitable for them in the light of their personal tax circumstances and the financial resources available to them.

3 Epicure Wine EIS

On 8 December 2016 the Company was granted Advance Assurance by HMRC that the Company would qualify under the Seed Enterprise Investment Scheme (SEIS) and on 15 August 2017 the Company was granted Advance Assurance by HMRC that the Company would qualify under the Enterprise Investment Scheme (EIS). The Company has issued Shares under the SEIS Advance Assurance on 5 April, 13 June and 17 July 2017, but it has yet to issue Shares under the EIS Advance Assurance granted by HMRC. New “Risk-to-Capital” condition – announced in the Budget on 22 November 2017 (“Budget”). One of the outcomes of the Budget was that the Government and HMRC are introducing a new “principles-based” test, to ensure EIS companies are exposed to significant risk and have the objectives to grow and develop over the long term. This is also known as the “Risk-to-Capital” condition and it will apply to investments made on and after the (to be determined) date of Royal Assent to the Finance (no. 2) Bill 2017-19. While the Directors and Enterprise understand that Shares issued before the date of Royal Assent will not be impacted by the “Risk-to-Capital” condition, you should only invest if you accept that there is no guarantee that any formal EIS claims will be agreed by HMRC or that such agreement will not be subsequently withdrawn by HMRC. In those circumstances, Subscription monies would not be returned to Investors. If the Company fails to obtain EIS qualifying company status, or if it is subsequently withdrawn, EIS income tax relief and capital gains tax deferral relief would not be available to Investors or could be withdrawn. Investors are advised to take their own taxation advice. Applications for Shares must be made subject to completion of, and thereby agreement to, the terms and conditions of the Subscription Agreement and Application Form appearing on pages 19 to 28 (inclusive) of this document. Note: this document has been prepared with the assistance of the Directors, the Company, its management, Enterprise and third party information. All statements of opinion and/or belief in this document and all views expressed regarding the Company, projections, forecasts and statements relating to expectations of future events are those of the Company and the Directors and no other person. No representation or warranty is made, or assurance given, that such statements, views, projections or forecasts are correct or that the Company’s objectives will be achieved. The information and opinions stated are given for your assistance, are not to be relied upon as authoritative and no responsibility is accepted by the Company or Enterprise or any of its directors, partners, officers, employees or agents in respect thereof. This document does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to anyone to whom it is unlawful to make such a solicitation. Prospective investors should inform themselves of and observe all applicable laws and regulations including any taxation or exchange control legislation in the countries of their citizenship, residence, domicile or such other status as may be relevant in connection with any subscription for shares. An investment in the Company is suitable only for investors who are capable of evaluating the merits and risks of such investment, who do not require immediate liquidity for their investment and who have sufficient resources to bear any loss which might result from such investment. Potential investors’ attention is drawn to the content of pages 14 to 16 (inclusive) headed “Risk Factors” which sets out certain risk factors relating to any investment in ordinary shares. All statements regarding the Company’s business, financial position and prospects should be viewed in the light of the Risk Factors set out on pages 14 to 16 (inclusive) of this document.

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CONTENTS

COMPANY OVERVIEW ......................................................................................................... 5

DEFINITIONS ........................................................................................................................ 6

OVERVIEW ........................................................................................................................... 8

SUMMARY OF TAX ADVANTAGES ....................................................................................... 9

THE DIRECTORS ................................................................................................................. 10

THE PARTIES ...................................................................................................................... 10

INVESTMENT OPPORTUNITY............................................................................................. 12

EXIT ROUTE ....................................................................................................................... 13

CHARGES AND EXPENSES .................................................................................................. 13

RISK FACTORS .................................................................................................................... 14

APPLICATION FORM AND SUBSCRIPTION AGREEMENT ................................................... 19

5 Epicure Wine EIS

COMPANY OVERVIEW

A SEIS/EIS qualifying company established to carry on the buying and selling of fine wine.

Offer Details

Industries Food & Drink

Funding Required up to £4,000,000

Equity Offered circa 96%

Minimum Investment £10,000

Liquidity Subscription into an unquoted company so no liquidity

Exit target Sale of Shares or assets to a trade buyer and liquidation

Closing Dates

31 January 2018 and 28 February 2018

or such other dates as the Directors may determine

For assistance please contact

Christian Elmes T: 020 7843 0471 E: celmes@enterprise-ip.com

Martin Sherwood T: 020 7843 0472 E: msherwood@enterprise-ip.com

www.enterprise-ip.com

Date of this Information Memorandum

10 January 2018

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DEFINITIONS

Applicable Laws all relevant UK laws, regulations and rules, including those

of the FCA

Application Form an application form to invest in the Company completed by

an Investor, in the form provided at the back of this

document

Articles the articles of association of the Company

Asset Manager Anpero Capital Limited or “Anpero”

Capital Gains Deferral or CGT

Deferral Relief

deferral of CGT as set out in section 150C and Schedule 5B

of the Taxation of Chargeable Gains Act 1992

CGT capital gains tax

Closing Dates in respect of the Offer, the final day on which Subscriptions

may be received by the Promoter, which shall be the earlier

of full subscription or 31 January 2018, or 28 February 2018

unless otherwise determined at the discretion of the

Directors

Company Old Bourne Way Limited, trading as Epicure Wine, a

company registered in England and Wales on 15 November

2015 with registration number 09880452

Directors the directors of the Company, being, at the date of this

document, Rodney Birrell, Andrew della Casa and Martin

Sherwood

Enterprise Enterprise Investment Partners LLP

EIS The Enterprise Investment Scheme

EIS Qualifying Company a company that meets the EIS requirements regarding EIS

Relief and Capital Gains Deferral

EIS Relief relief from income tax under EIS

Exit Sale of shares or assets to a trade buyer, or liquidation, over

a medium to longer term

FCA the Financial Conduct Authority of the UK

FCA Rules the rules contained in the FCA Handbook

FSMA Financial Services and Markets Act 2000

Financial Promotion Order Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005

Financial Intermediary a person authorised under FSMA to advise on investments

such as an independent financial adviser, wealth manager

or FCA authorised intermediary who is advising an Investor

and signs the Application Form

HMRC HM Revenue & Customs

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IHT inheritance tax

Information Memorandum this document

Investor a person who completes the Application Form, the

Subscription Agreement and invests in the Company

Maximum Subscription £4,000,000

Minimum Subscription there is no Minimum Subscription as the Company has

already raised initial funding of £150,000 under a SEIS Offer

and has commenced trading

Minimum Investment the aggregate minimum subscription of £10,000 that an

individual may invest in the Company during the Offer or

such other amount as the Directors may in their discretion

determine

NAV the total assets of the Company (including prepayments)

less its total liabilities (including accrued but unpaid fees)

valued in accordance with the Company’s accounting

policies as at the last business day of each calendar month

and expressed in pounds sterling, as calculated by

Enterprise

Offer the offer for Shares as described in the Information

Memorandum, Subscription Agreement and Application

Form

Promoter Enterprise

SEIS the Seed Enterprise Investment Scheme as set out in the

Income Tax Act 2007 (as amended)

SEIS Qualifying Company a company that meets the SEIS requirements regarding SEIS

Relief and Capital Gains Deferral

SEIS Relief relief from income tax under SEIS

Shares the ordinary shares of £0.01 each in capital of the Company

Subscription a subscription for Shares pursuant to section 9 of the

Application Form at the back of this document

Subscription Agreement an agreement to be entered into by the Investor with the

Company governing the subscription by the Investor in the

Company and substantially in the form provided at the back

of this document

Subscription Days 31 January 2018 and 28 February 2018, unless otherwise

determined at the discretion of the Directors

Tax Advantages the various tax advantages including SEIS Relief and EIS

Relief and CGT Deferral Relief, arising from subscriptions for

shares in SEIS Qualifying Companies and EIS Qualifying

Companies

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OVERVIEW The Directors believe that trading in superior quality wine represents a favourable investment opportunity over the medium to longer term due to the distinctive nature of the asset class. The Directors estimate that there is approximately £5 billion to £6 billion stock of superior quality wine globally, with new production of such wines estimated to have a value of approximately £1 billion per annum. The Asset Manager, appointed by the Company to trade the Company’s wine stocks on its behalf, uses its disciplined methodology based on its proprietary stock picking philosophy and its relative value analysis of the wines traded by the Company to provide the framework through which purchases and sales of the Company’s wine stocks are made. 2016 saw the start of a recovery in fine wine prices following a long downturn and then a period of stabilisation. The market is now enjoying its most stable period in the last 5 years with a 24-month rolling annual volatility of 4% (high of 17% in December 2008) and has made steady gains in the last two years with an average annualised return of 14% outperforming traditional assets such as gold (annualised return of +9%) and shares (FTSE 100: +7%). This is due to the return of overseas demand that was given a stimulus in June 2016 following the devaluation of GBP after Britain's decision to leave the EU encouraged purchasing from the Far-East and USA while supply tightened. Since June 2016, the Liv-ex 100 has gained 19% but remains below its long-term trend line and as a physical asset provides a hedge against the return of inflation. Due to the Company’s relatively small size at inception and the impact of costs, the Company has underperformed the overall wine market since inception, although it is worth noting that the Liv-ex indices do not account for the costs of trading. As well as allowing the Company to develop its trade, proceeds from the new share issue described in this document will help to reduce the impact of costs on the Company’s performance. There are many signals suggesting a promising market outlook: record exposure on Liv-ex (the fine wine exchange) of £48m and more active markets than ever before (8000+), a bid-to-offer ratio for Bordeaux wines of almost 2:1 (a bid-to-offer ratio of 0.5 or higher has historically indicated an upward trend in the market and acts as a sign of price stability), promising sales figures at leading auction houses and the market gains being made in a stabilising currency environment. The Directors believe the outlook for the asset class is favourable.

Source: Liv-ex, the fine wine exchange, and calculations by MS Excel. Please note that past performance is not a reliable indicator of future results

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SUMMARY OF TAX ADVANTAGES An Investor may benefit from tax reliefs through the EIS. On 8 December 2016 and on 15 August 2017 the Company was granted Advance Assurance by HMRC that the Company should qualify under SEIS and EIS, respectively. The Company has issued shares under the SEIS on 5 April, 13 June and 17 July 2017, but it has yet to issue Shares under the EIS. EIS is a government backed initiative designed to encourage investment into certain kinds of start-up or new privately-owned businesses, by offering attractive tax incentives to investors. These incentives are summarised below:

Income tax relief You may claim back 30% of the amount invested into a EIS qualifying company against income tax that you have paid, either in the year of investment or carried back against the previous year. There is an upper investment limit of £1,000,000 per individual per tax year.

Capital Gains Tax (‘CGT’) deferral Individuals can defer CGT on an unlimited amount of chargeable gains by making an investment of an amount equivalent to the chargeable gain, provided the investment is made in the period beginning 12 months before and ending 3 years after the date of disposal.

Tax-free gains Any profits from the sale of your EIS shares will be exempt from CGT, as long as you have owned them for at least three years from the date of issue.

Inheritance tax relief EIS shares will usually qualify for Business Property Relief. This means they fall outside of your taxable estate once held for more than two years.

Loss relief If your EIS shares are sold for a loss, you may be able to claim loss relief. Losses may be offset against taxable income or gains with relief at the respective marginal rates.

The summary above gives a brief outline of the Tax Advantages. It does not set out all of the rules that must be met and is intended only as a general guide. This summary should not be construed as constituting advice which Investors should obtain from their own professional advisers before investing in the Company. The taxation levels, bases and reliefs described above and elsewhere in this document are based on existing law and what is understood to be current HMRC practice but this may be subject to change without notice. The availability of tax reliefs depends upon the individual circumstances of the Investor and the Company maintaining qualifying status.

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THE DIRECTORS Rodney Birrell, Director An economics graduate from Queen's University and a law graduate from McGill University, Rodney practised corporate and finance law in Bermuda for five years from 1988 and has, since 1993, been Managing Director of Bristol Limited, an asset management company. Rodney holds or has held directorships in a number of international companies including Inter-Ocean Re-insurance Company, DHL Worldwide Limited, investment funds including funds organised by Macquarie Bank, The Wine Investment Fund, The Wine Enterprise Investment Scheme Limited, Huntsman Wine EIS Limited and Anpero Capital Limited.

Andrew della Casa, Director A law graduate from Oxford University, Andrew has over 30 years’ experience in the financial sector. Andrew joined Deloitte Haskins & Sells prior to moving to Samuel Montagu and later to Midland Montagu, where he held increasingly senior roles in banking, capital markets and investment management. In 1993 Andrew established the European investment management arm of American Phoenix prior to founding Alladdin in 1997 (a digital payment processing provider). Andrew is an adviser to and investor in agribusinesses in Latin America and holds or has held directorships in a number of investment funds and European pension fund and fund management companies, including The Wine Investment Fund, The Wine Enterprise Investment Scheme Limited, Huntsman Wine EIS Limited and Anpero Capital Limited.

Martin Sherwood, Director

Martin has many years’ experience of small company fundraising and in particular the tax-efficient investment market, specialising in the Hospitality & Leisure Sectors. Martin is currently chairman of the four British Country Inns companies and of Halcyon Hotels and Resorts plc, formerly a joint venture with Luxury Family Hotels, which he helped launch 20 years ago. He was founder and head of Tax Efficient Solutions, first at Teather & Greenwood (1997-2004) and subsequently at Smith & Williamson (2004-2010).

Martin has been closely involved in both Venture Capital Trusts and Enterprise Investment Schemes since their inception and is a founder director of the EIS Association, the official trade association of the EIS industry.

Martin works closely with a wide range of Hospitality & Leisure entrepreneurs and has a significant network of investors and professional contacts as well as being a serial investor in his own right.

THE PARTIES Enterprise Investment Partners LLP

Enterprise is a specialist small-cap investment boutique established in 2011, whose activities include corporate finance, fund advisory and design and promotion of tax-efficient investment products, with major emphasis on the EIS. Enterprise has considerable experience of EIS, SEIS and the tax-efficient industry, with particular expertise in the leisure, media, commercial property and renewable energy sectors. Enterprise’s principals together have raised over £100m under EIS, VCTs and other tax-efficient investments in recent years. Martin Sherwood is a Founding Partner of Enterprise and Founding Director of the EIS Association of which Enterprise is also a member. Enterprise, under the guidance of the Directors, has overall authority over and responsibility for the

11 Epicure Wine EIS

operations of the Company including all regulatory, bookkeeping, accountancy, company secretarial and administration and investor communications. Enterprise serves under a service contract with the Company which is available upon request and may be obtained by writing to the Company and is entitled to fees as set out under “Charges and Expenses” below.

Anpero Capital Limited

The Asset Manager, under the guidance of the Directors, has overall authority over and responsibility for the management of the Company’s assets including the making of day-to-day trading decisions for the Company, conducting all purchases and sales of wines, arranging the safe custody of these wines, assisting in the conduct of regular stock audits and undertaking certain administrative, accounting and reporting functions. The Asset Manager serves under a service contract with the Company which is available upon request and may be obtained by writing to the Company and is entitled to annual fees as set out under “Charges and Expenses” below. The Asset Manager is associated with a number of wine investment vehicles which invest in wines in which the Company trades, including The Wine Investment Fund (launched in 2003 and which holds its wine stocks for longer than the anticipated holding period at the Company), The Wine Enterprise Investment Scheme Limited (launched in 2012) and Huntsman Wine EIS Limited (launched in 2014). The Wine Investment Fund has been managed by the Asset Manager since 2003. Since its first NAV in March 2004, the Fund has produced an average annualised return of 7.1% net of all fees and costs (except subscription fees where payable). By comparison, the industry’s benchmark index, the Liv-ex 100, has produced average annualised returns of 7.8% since inception in 2001: this index return takes no account of any of the costs, fees or spreads associated with trading, insuring and storing fine wine. The following are key members of the Asset Manager’s operation: Rodney Birrell, see above Andrew della Casa, see above William Grey, a languages graduate from Manchester University, has spent over 20 years in the wine business, including as a shareholder and head of trading for John Armit Wines and previously as a broker at Fine & Rare Wines. Having completed a course in business studies, William obtained the Wine and Spirit Education Trust Diploma with honours, was awarded a Thresher Scholarship and was sponsored for the two year Master of Wine course, completing a successful thesis on yeasts. William is a conduit to some of the finest investment grade chateaux in Bordeaux. Sam Knight, an Econometrics and Operations Research graduate from the University of Groningen, previously worked for Liv-ex, the global marketplace for professional buyers and sellers of fine wine, where he was a Data Analyst building and developing business and market intelligence tools in addition to producing reports to help maximise trading opportunities and analysing patterns in user behaviour and market price developments. Sam received the Wine and Spirit Education Trust Advanced Award in Wines in 2016 and is often quoted in the financial press and leading industry

publications.

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INVESTMENT OPPORTUNITY The Industry The UK, and London in particular, is the key secondary market for sales of fine wine (Source: FT). The Directors estimate that there is around £5 billion to £6 billion worth of superior wine stock available to be traded at any given time (Source: www.liv-ex.com, Robert M Parker and The Wine Investment Fund).

Company Strategy The objective of the Company is to achieve capital growth, as measured in pounds sterling, through trading in physical stocks of superior quality wines from established producers and of very good to outstanding vintages. Wines traded by the Company are wines which are of limited production and produced under a recognised system of classification or, where there is no classification, which the Asset Manager considers to be of a similar quality. It is not envisaged that any income or gains derived from the Company’s trading activities will be distributed by way of a dividend. The Asset Manager calculates that it is typically able to purchase wine stock at a discount to market value and equally able to achieve sales of wine stock at prices higher than market value, thus achieving a trading margin on each sale/purchase. There are no restrictions covering the selection of wines the Company may trade in. The Asset Manager, however, will seek to purchase wines primarily from the Pauillac wine region of Bordeaux in France. The Asset Manager seeks to ensure diversification of purchases from a selection of producers and highly rated wines from vintages rated at least as very good to outstanding. Undue concentration on a single producer or a single vintage is avoided. The Asset Manager, as a rule, trades in wines which in its opinion are:

• reputable and highly sought after vintages;

• wines with a reputation for ageing ability;

• stock that has been stored in suitable conditions;

• whole units where a unit means one original case of either 12 x 75cl or 6 x 75cl bottles or 6 x 150cl or 3 x 150cl magnums.

The Asset Manager, as a rule, avoids trading in wines which in its opinion are:

• over-hyped or do not have a recognisable track record;

• contained in unusual bottle sizes;

• coming to the end of their natural life span;

• en primeur wines;

• contained in split cases. The Asset Manager applies a disciplined methodology to its stock picking, based on its expertise and its relative value analyses of the wines to be traded by the Company, to provide the framework through which purchases and sales of wine are made. The Asset Manager’s analysis of the wines to be traded by the Company shows that upward movements in the price of such wines occur as a consequence of changes in the supply and demand for such wines during their life, with supply falling as the wine is consumed. The Asset Manager seeks to purchase wines at the lowest price available (subject to suitable provenance and condition) and to sell wines at the highest price available. Historically, the Asset Manager has aimed to purchase wines below the mid price of the wine’s wholesale spread and sold wines above this price, thereby generating additional value.

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Wines are normally purchased in the United Kingdom (although wines may also be purchased in continental Europe and elsewhere) from merchants, through brokers, at auction or from private collections and the Asset Manager aims to sell the wines to the highest bidder worldwide. Wines are traded in order to exploit market price differentials for the Company’s benefit, with a view to generating returns even if the Company’s stock of wines does not itself increase in value. Wines are stored under suitable and secure conditions at professional wine storage facilities generally in UK bonded warehousing and are insured at replacement cost (subject to policy terms and conditions).

EXIT ROUTE It is intended that the Directors will consider options for realising the value of Shares, probably either by way of a sale or stock liquidation, after the expiry of the SEIS and EIS qualifying periods. Any such decision will seek to obtain the maximum value for the Company’s shareholders.

CHARGES AND EXPENSES Enterprise is entitled to an initial commission of 5% of an Investor’s gross investment, payable by the Company immediately after each Subscription Day, of which half (or 2.5%) is payable to the Asset Manager. Where investment comes via an introducing adviser, Enterprise may facilitate the payment of an adviser charge of up to 2.5% on request. Payment will either be on top of an Investor’s gross investment or be taken from an Investor’s gross investment amount (for example if 2.5% on £10,000 investment, then £250 would be deducted and net £9,750 invested in the Company). In addition to the initial commission, Enterprise will be entitled to an annual fee of 1% of the amount invested in the Company plus VAT, payable by the Company in arrears on a calendar quarterly basis, to cover the cost of investor relations and non-executive directorship. The Asset Manager will be entitled to an annual fee of 1.5% of NAV plus VAT, payable by the Company quarterly in advance, to cover the cost of day to day operation and management accounting. Other costs that the Company will incur in the course of business will be annual statutory accounts and tax return, company secretarial, and receiving agent costs. Enterprise and the Asset Manager will receive an equal share of a performance fee payable by the Company at Exit, at the rate of 20% of any appreciation (as calculated prior to the payment of such performance fee) of the amount invested in the Company as calculated at Exit. Enterprise and the Asset Manager are remunerated from the above fees and are not entitled to any distribution of income or gains from the Company. In addition to the fees payable to Enterprise and the Asset Manager, fees payable to the Directors, company secretary, receiving agent and, if any, auditor, solicitor and tax adviser may be payable from the assets of the Company.

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RISK FACTORS Potential investors should be aware that exposure to unlisted companies carries with it inherent risk. Potential investors should consider the risk factors set out below and are advised to seek independent professional investment and tax advice on the implications of investing in the Company. Investing in the Company will place your capital at risk. Key risk factors to the Company and Investor include, but are not limited to, the following:

INVESTMENT ISSUES 1. Fluctuations in value. The value of investments and income from them can go down as well as

up. If you cannot afford a total loss of your investment or sums invested in acquiring it, you should not consider subscribing for Shares. It is not intended that any income or capital will be realised by Investors for at least three years from the date of their ibnvestment. Even then it may be difficult to sell an investment in the Company or to obtain accurate information about its value.

2. Non-Readily Realisable Investments. The Company is unlisted and its shares will generally be illiquid. You should be aware that there may be difficulty in selling such shares at a reasonable price and, in some circumstances, it may be difficult to sell them at any price. You should not invest unless you have carefully thought about whether you can afford a total loss of your investment and are willing to invest and have no access to your capital for the long term.

3. Management. Unquoted companies typically have small management teams and are highly dependent on the skills and commitment of a small number of individuals and key suppliers. The loss of a key individual may have a significant effect on the Company’s business, its prospects and the value of your investment.

4. Investment term. Investment in the Company should not be viewed as a short-term investment and Investors should be prepared to invest for the long term. Any disposal within three years of Shares will result in the loss of SEIS or EIS Relief. The anticipated exit strategy of the Directors is to seek an Exit, within a three to four year timeframe from the date of investment, but in practice this may not be achievable at all.

5. Financial Services Compensation Scheme. The Financial Services Compensation Scheme or similar arrangement is not available for claims related to the subscription for, or the performance of, the Shares in the Company and your investment.

6. Suitability. The investment opportunity set out in this document may not be suitable for all recipients. Any potential investor who has any doubt about the suitability of an investment in the Company should consult an independent financial adviser regarding all aspects of the investment, including taxation matters, prior to committing to invest.

7. Legal and Regulatory. There may be changes to the legal framework and regulatory status affecting the Company which may adversely affect the Company and/or its Investors.

COMPANY ISSUES 1. Future Performance. The figures in this document are prepared on the assumptions stated and

involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and are not guarantees of future performance. They are for illustrative purposes only and do not constitute forecasts and as such should not be relied upon by a prospective Investor. The actual operating performance, financial conditions and liquidity of the Company may differ materially from the figures laid out in this document.

2. Personnel. The business model of the Company is heavily reliant on the experience, skills and

continued services of key individuals and suppliers. The Company cannot guarantee the retention of these individuals and suppliers, and in the event of the departure of one or more of them it may find itself negatively impacted by the loss of their inputs and the value of your investment could be adversely impacted.

15 Epicure Wine EIS

3. Wine. There can be no guarantees that sufficient wines of the grade and quality required will be

available to the Company, in which case returns to Investors would be lower than anticipated. Equally, there can be no guarantees that wines purchased will always be re-sold at higher prices than the price they were acquired at and there may be occasions when the Company is unable to sell its wines at any price. Although there has historically been a high demand for fine wine, there can be no guarantee that this will be the case in the future. Supply of and demand for wine and its cost and sales price from particular regions may be affected by (but not limited to) weather, local input costs, technological advancements or changing consumer tastes.

4. Storage and insurance. Although the Company will endeavor to ensure its wines are always stored by professional and secure storage providers, there can be no guarantee that its wines may not be exposed to unfavorable storage conditions. Equally, although the Company’s wines will be insured at replacement value, there can be no guarantee that they may not be damaged or destroyed by a risk which has not been insured against.

5. Conflicts of interest. The Directors, Enterprise and the Asset Manager may from time to time be involved in buying or selling wines for other companies or parties. The Directors, Enterprise and the Asset Manager will at all times have regard to their obligations to the Company and in the event a conflict arises, will endeavor to ensure such conflicts are resolved fairly. Enterprise and The Asset Manager have a conflicts of interest policy.

6. General Economic Conditions. The financial operation of the Company may be adversely affected by general economic conditions. In particular currently the UK is leaving the European Union (“EU”), referred to as “BREXIT”, and as such this has resulted in economic uncertainty while BREXIT is being worked through by the UK and its EU partners. This has and will continue to have a number of impacts on the Company, such as, but not limited to, adverse currency movements, increasing costs around import/export and storage/insurance, and demand for fine wines from the Company’s customers.

7. Competition. The wine industry is a highly competitive environment. Existing or new competitors can impact upon the profitability of the Company.

8. Legislation. Government changes to rules and regulations may put additional cost burdens onto the wine industry and the Company or create a competitive disadvantage for the Company.

TAX ISSUES Potential investors should be aware that although the Company has received Advance Assurance for SEIS and EIS, this assurance does not guarantee the availability of the Tax Advantages under SEIS or EIS. As such, Investors may not receive SEIS or EIS tax advantages on their investment. Potential investors should also note the new “Risk-to-Capital” condition announced in the Budget on 22 November 2017 which is due to become law on the date of Royal Assent to the Finance (No.2) Bill 2017-2019. This introduces a new “principles-based” test, to ensure EIS companies are exposed to significant risk and have the objectives to grow and develop over the long term. This is also known as the “Risk-to-Capital” condition and it will apply to investments made on and after the (to be

determined) date of Royal Assent of the Finance (No. 2) Bill 2017-19. Although the Directors and Enterprise understand that the new rules will not come into force until the date of Royal Assent, you should only invest if you accept that there is no guarantee that the formal EIS claims will be agreed by HMRC or that such agreement will not be subsequently withdrawn by HMRC. In those circumstances, Subscription monies will not be returned to Investors. If the Company fails to obtain EIS Qualifying Company status, or if it is subsequently withdrawn, EIS income tax relief and capital gains tax deferral relief would not be available to Investors or could be withdrawn.

Epicure Wine EIS 16

1. Tax Legislations and HMRC. Tax legislation and HMRC practice are subject to change at any time and tax advantages may be amended or withdrawn.

2. Rates. Rates of tax, tax benefits and allowances described in this Information Memorandum are

based on current legislation and HMRC practice. These may change from time to time, are not guaranteed and depend on the individual's circumstances.

3. Domicile. The Offer is aimed at UK resident taxpayers. It may not be advantageous for persons

not resident or ordinarily resident in the UK to invest in the Company. 4. Filing. Income tax relief available to Investors is subject to Investors making the proper filing of

returns with HMRC within the required timeframe and reliefs may be lost if the necessary steps are not taken.

5. Tax Advantages could be lost. There is no guarantee that formal SEIS or EIS claims will be agreed

or any such agreement will not subsequently be withdrawn. Furthermore, any of the Tax Advantages may change and the Tax Advantages may be lost or modified. In these circumstances, or where the Company fails to obtain SEIS Relief or EIS Relief or has it withdrawn, monies would not be returned to Investors and investment returns would be lower.

6. Early Exit. Notwithstanding the anticipated strategy of the Directors to wait for several years

before seeking an Exit, if this strategy is not pursued and the Company is wound up before the expiry of the minimum three year SEIS or EIS term, SEIS or EIS Relief would be lost. Also, if a majority of Shares held by Investors are agreed to be sold, other Investors, even if they do not wish to do so, may be forced to sell under the provisions of the Articles.

7. Individual Investor’s circumstances. Representations in this document with respect to tax

advantages relate to the generic position of a UK-resident individual tax payer and do not amount to tax advice. The amount of relief an Investor may gain from an investment in the Company depends on the Investor’s individual circumstances. Investors are strongly advised to seek professional advice in relation to the taxation implications of their investment in the Company.

8. Value Received. The Company shall not be liable for any loss incurred by an Investor in relation

to value received (as defined in Section 226(1) of the Income and Corporation Tax Act 1988) by any person from the Company or as a result of a change in circumstances of the Company at any time.

17 Epicure Wine EIS

HOW TO COMPLETE THE APPLICATION FORM AND SUBSCRIPTION AGREEMENT OLD BOURNE WAY LIMITED TRADING AS EPICURE WINE SHALL NOT BE RESPONSIBLE OR HAVE ANY LIABILITY FOR LOSS OR DAMAGE (WHETHER ACTUAL OR ALLEGED) ARISING FROM THE ELECTION BY THE COMPANY TO TREAT AN APPLICATION FOR SHARES LODGED BY ANY APPLICANT AS INVALID OR TO TERMINATE THE CONTRACT OF ALLOTMENT AS A RESULT OF THE COMPANY NOT HAVING RECEIVED EVIDENCE AS TO THE IDENTITY OF THE APPLICANT REASONABLY SATISFACTORY TO IT WITHIN A REASONABLE TIME OF HAVING REQUESTED SUCH INFORMATION. THE MAKING OF ALL APPLICATIONS, ACCEPTANCES OF APPLICATIONS AND CONTRACTS RESULTING THEREFROM UNDER THE OFFER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH ENGLISH LAW AND EACH PARTY SUBMITS TO THE JURISDICTION OF THE ENGLISH COURTS. Application Form (page 19) Insert (in figures) the number of Shares for which you are applying and the amount of your cheque, banker’s draft or electronic transfer. Applications must be for a minimum amount of £10,000 and thereafter in multiples of £5,000. Insert your full name and address in BLOCK CAPITALS and sign and date the Application Form. Joint applications should preferably be made on separate application forms. Where an application must be made in joint names this must be clearly specified on the Application Form. Complete the appropriateness questionnaire. Subscription Agreement (page 27) Insert the number of Shares for which you are applying and the amount of your cheque, banker's draft or electronic transfer in the Subscription Agreement. Sign the Subscription Agreement in the presence of an independent adult witness, who also needs to sign the Subscription Agreement, and insert their full name, address and occupation. Payment Make your payment for your subscription electronically as set out on the Application Form or affix a cheque or a banker’s draft for the amount specified being the subscription price of the Shares payable to "WCSL Old Bourne Way Client Account" and crossed a/c Payee. No receipt will be issued for this payment. Your cheque or banker’s draft must be drawn in sterling on an account at a bank (which must be in the UK, the Channel Islands or the Isle of Man) which is in your own name. The right is reserved to reject any application in respect of which the applicant’s cheque or banker’s draft have not been cleared on first presentation. Applications may be accompanied by a cheque or banker’s draft drawn by someone other than the applicant but any monies to be returned will be sent by crossed cheque in favour of the person named on the Application Form. Send your cheque or banker’s draft and completed Application Form and Subscription Agreement to Woodside Corporate Services Limited, 4th Floor, 50 Mark Lane, London EC3R 7QR (“Woodside”).

IDENTIFICATION All investors We are obliged to verify the identity of all applications, and to keep such information updated from time to time. Please enable us to meet these obligations by returning this form to us, fully and correctly completed together with the documents requested below as soon as possible. We will verify the name(s),

Epicure Wine EIS 18

address(es) and other personal information supplied on this form against appropriate third party databases. By completing this form and returning it to us, the signatory consents to such checks being made at any time. In performing these checks, personal information provided may be disclosed to a registered Credit Reference Agency which may keep a record of that information. Credit ratings will be unaffected. All information provided will be treated securely and strictly in accordance with the Data Protection Act 1998. Please provide us with the original of one of the following documents from both List A and List B. Documents carrying a previous name need to be accompanied by an original marriage certificate or Change of Name Deed. LIST A: Valid Passport, Birth Certificate, Valid Driving Licence (photocard), other valid government issue photo ID. List B: Utility Bill, Tax Bill, Bank Statement. In each case to be addressed to you at your current home address and should not be more than 3 months old. These should not be bills provided via the internet, but paper copies. If you are in the UK, the copies may be certified by a UK solicitor, bank manager or accountant. If you are not resident in the UK, the copies may be certified by a qualified lawyer or notary in your country of residence or by an embassy, consulate or high commission of the country of issue of the relevant document. The certified copies must carry the following wording endorsed on them:

"I certify that the attached/above copy document is an accurate copy of the original which has been produced to me [and that the photograph is a true likeness of the person described*]". *add this text if certifying copy photographic ID Please note that separate address evidence must be supplied in the correct name for each individual applicant (if more than one). A joint bank account statement or a utility bill addressed to one person, or a couple named as such on the bill, will not suffice for two people living at the same address.

Woodside will return your original documents to you by first class post.

If within a reasonable period of time following a request for verification of identity and in any case by no later than 3.00 pm on the relevant date of allotment the Company or its agent has not received evidence satisfactory to it as aforesaid, the Company may, at its absolute discretion, reject any such application in which event the remittance submitted in respect of that application will be returned to the applicant (without prejudice to the rights of the Company to undertake proceedings to recover any loss suffered by it as a result of the failure to produce satisfactory evidence of identity). If a third party cheque, bankers’ draft or building society cheque is used, the applicant should:

a) write his/her name and address on the back of the draft or cheque and, in the case of an

individual, record his/her date of birth against his/her name; and

b) ask the bank or building society to endorse on the reverse of the draft or cheque the full

name and account number of the person whose account number is being debited and

stamp such endorsement.

In any event, if it appears to the Company that an applicant is acting on behalf of some other person, further verification of the identity of any person on whose behalf the applicant appears to be acting will be required. In relation to any application in respect of which the necessary verification of the identity of the application or the person on whose behalf of any applicant appears to be acting has not been received on or before 3.00 pm on the relevant date of allotment, the Company will treat the relevant application as invalid and application monies will be returned (without interest).

19 Epicure Wine EIS

APPLICATION FORM This Application Form and these notes incorporate by reference the Information Memorandum. Unless otherwise stated, or

as the context shall otherwise require, defined terms and expressions used in this Application Form have the meanings

ascribed to them in the Information Memorandum.

How to Complete the Application Form

You will need to complete different sections of this Application Form depending on whether you are investing via a Financial

Intermediary or as a direct investor.

Please complete the Application Form in block capitals in black or blue permanent ink and sign any changes you make. Do

not erase any text or use correction fluid.

Step 1

Before completing this Application Form, you should carefully review and ensure you understand the Information

Memorandum and Subscription Agreement. Remember that the investment opportunity may NOT be suitable for you, the

information in the Information Memorandum does NOT constitute tax, legal or investment advice and you should seek your

own independent advice from an independent Financial Adviser authorised by the FCA.

Advised Investor Direct Investor

Step 2 Complete Sections 1, 2 and 3 of the application Step 2 Complete Sections 1 and 3 of the application

Step 3 Arrange for your Financial Adviser to complete and

sign an Anti-Money Laundering (“AML”) Certificate. Step 3

Complete Section 4 of the Application Form and

include the required AML documents.

Step 4

Send your completed application package containing the following:

• Completed Application Form

• AML certificate or AML documents

to the following address:

Woodside Corporate Services Limited 4th Floor, 50 Mark Lane London, EC3R 7QR

Step 5

Send your investment funds via:

1) a cheque for the amount you wish to invest made payable to:

WCSL OLD BOURNE WAY CLIENT ACCOUNT

Sent to Woodside Corporate Services Limited 4th Floor, 50 Mark Lane London, EC3R 7QR

OR

2) transfer of the amount you wish to invest to:

WCSL OLD BOURNE WAY CLIENT ACCOUNT

Account Number: 23129558

Sort Code: 23-05-80

Please use the applicant name as a reference

WHAT HAPPENS AFTER WE RECEIVE YOUR APPLICATION?

• You will receive confirmation your application has been received by Woodside and your funds will be invested as set

out in the Information Memorandum.

• You will receive confirmation once your funds have been invested in the Company including the amount invested, the

number of shares you hold and your share certificates.

• EIS 3 certificates will be applied for as soon as your Investee Company(s) have traded for 4 months. Once received

from HMRC, they will be posted to you promptly.

• You will receive quarterly investor updates on the progress of the company.

• You will receive bi-annual valuations of the Investee Companies that make up your portfolio.

• You will receive an annual tax pack containing necessary information to assist you or your tax adviser with the

completion of your tax return.

Epicure Wine EIS 20

NOTE: By completing this Application Form, prospective Investors will, inter alia, be deemed to have irrevocably agreed

to Woodside Corporate Services Limited being appointed as Custodian to exercise the powers, and to carry out duties,

on behalf of the Investors in accordance with the provisions of the Investor Agreement. Enterprise may undertake

electronic checks on investors through credit and mutual agencies to fulfil their responsibilities under the Money

Laundering Regulations. The agencies may keep a record of this search.

SECTION 1 – APPLICANT DETAILS

Title

Forename(s)

Surname

Nationality

National Insurance

Number

Permanent Address

Previous Address

(if at current address

for less than three

years)

Post Code

Contact Telephone

Email

Date of Birth

Country of Birth

Tax District

Are you tax resident

in any country other

than the UK?

Country(s) Tax ID/Reference Number(s)

Information from

Enterprise

Enterprise will send you communications in respect of your investment (including details of the

Custodian Agreement) in electronic form to the email address provided. If you do not wish to

receive this information electronically, please check the box.

Data Protection

You authorise the holding and processing of the information you have provided in this Application Form and authorise

Woodside and Enterprise as data controllers for the purposes of the Data Protection Act 1998. Your information will be held

and processed for the administration of this application, the administration of your Investment, for statistical analysis and

for marketing purposes. You also authorise the transfer of information you provide in this Application Form (or

21 Epicure Wine EIS

subsequently). Your information and data will only be used for purposes ancillary to the administration of your application

and Investment including, but not limited to, dealing with queries, fulfilment of regulatory obligations, statistical analysis

and marketing. Enterprise may undertake electronic checks on investors through credit and mutual agencies to fulfil their

responsibilities under the Money Laundering Regulations. The agencies may keep a record of this search. You also authorise

the disclosure of your information to the Financial Intermediary (if applicable) acting on your behalf. You are entitled to

request details of any of your personal data held upon payment of a fee and to require correction of any inaccuracies in your

personal data.

SECTION 2 – INVESTING VIA A FINANCIAL ADVISER

2.1 Financial Adviser Details

Adviser Name

Firm Name

Address

Post Code

Telephone

Email

FCA Registration Number

2.2 Adviser Charge

If an Investor chooses to have their initial Adviser Charge paid from their Investment in the Company then the investment

amount, as laid out in Section 3, should be increased by the amount of the Adviser Charge.

EIS reliefs should be available in respect of the actual amount invested in the Company but will not be available in respect of

Adviser Charges.

The charging of VAT on an initial Adviser Charge is the sole responsibility of the Financial Adviser. Should any charge

facilitated by the Company and/or the receiving agent not include the payment of any such VAT, the Investor will, at all times,

remain solely responsible to make up such VAT deficit (if any) to the Financial Adviser. The Adviser Charge will be paid to the

individual/company indicated in the Adviser Certificate to be submitted in conjunction with this Application Form.

Adviser Charge I elect for an Adviser Charge of £ OR % of my subscription

Has the Subscription been increased to allow for the Adviser Charge? Yes

No

Financial Adviser’s Bank Details

Account Name

Bank/Building Society

Account Number

Sort Code

Investor Confirmation

I confirm the following:

a) That I authorise the Company or its agent to pay my Financial Adviser the above Adviser Charge from my Investment.

b) I have read and understood the Information Memorandum dated 10 January 2017 and in particular the Risk Factors section on

pages 14 to 16.

c) I have read and agree to be bound by the Investor Agreement and the terms and conditions set out therein and in this Application

Form.

d) To the best of my knowledge and belief, the particulars I have given are true, complete and accurate

e) I authorise Enterprise and its agents to make enquiries deemed necessary to confirm the details in this Application Form.

Epicure Wine EIS 22

Signature Date

Adviser Confirmation

I confirm that I have assessed the suitability of this investment for the Investor and verified the identity of the Investor and enclosed the Adviser AML Certificate.

Signature Date

SECTION 3 – INVESTMENT DETAILS

I hereby apply to invest in Old Bourne Way Ltd (trading as Epicure Wine) the following amount, subject to the Minimum Investment

of £10,000 and upwards in increments of £5,000:

£ (figures)

(words)

Do you intend to claim EIS Relief if available? Yes

No

If sending this application after 17 January 2018 or 14

Feburary 2018, you must waive your rights to your

statutory 14-day cancellation period.

I hereby waive my 14-day cancellation right

Payment I enclose payment by cheque or bankers draft made payable to:

WCSL OLD BOURNE WAY CLIENT ACCOUNT

OR

have paid by Electronic Transfer using the Applicant Name as the payment

reference.

Account Name: WCSL OLD BOURNE WAY CLIENT ACCOUNT

Account Number: 23129558

Sort Code: 23-05-80

Reference: [Applicant name] as stated above

23 Epicure Wine EIS

SECTION 4 – INVESTING DIRECTLY

This section is for those investors who are investing directly and not through a Financial Adviser. Enterprise Investment

Partners LLP does not make personal recommendations or offer tax and investment advice. We strongly recommend you

seek advice from an independent Financial Adviser authorised under FSMA 2000, who specialises in investments of this type

prior to investing.

Direct investors must certify themselves as being either a High Net Worth Individual OR a Sophisticated Investor.

4.1 Statement for Certified High Net Worth Individuals

I make this statement so that I can receive promotional communications which are exempt from the restriction on promotion of non-

readily realisable securities. The exemption relates to certified high net worth investors and I declare that I qualify as such because at

least one of the following applies to me:

• I had, throughout the financial year immediately preceding the date below, an annual income to the value of £100,000 or more.

Annual income for these purposes does not include money withdrawn from my pension savings (except where the withdrawals are

used directly for income in retirement).

• I held, throughout the financial year immediately preceding the date below, net assets to the value of £250,000 or more.

Net assets for these purposes do not include:

a) the property which is my primary residence or any money raised through a loan secured on that property; or

b) any rights of mine under a qualifying contract of insurance; or

c) any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement

and to which I am (or my dependants are), or may be, entitled; or

d) any withdrawals from my pension savings (except where the withdrawals are used directly for income in retirement).

I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or

other property invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on

non-readily realisable securities.

By signing this statement, I may lose significant rights. I may have no right to complain to either of the following:

• The Financial Conduct Authority; or

• The Financial Ombudsman Scheme.

I may also have no right to seek compensation from the Financial Services Compensation Scheme.

Signature Date

4.2 Statement for Self-Certified Sophisticated Investors

I declare that I am a self-certified sophisticated investor for the purposes of the restriction on promotion of non-readily realisable

securities. I understand that this means:

i. I can receive promotional communications made by a person who is authorised by the Financial Conduct Authority which

relate to investment activity in non-readily realisable securities;

ii. the investments to which the promotions will relate may expose me to a significant risk of losing all of the property invested.

I am a self-certified sophisticated investor because at least one of the following applies:

a) I am a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date

below;

b) I have made more than one investment in an unlisted company in the two years prior to the date below;

c) I am working, or have worked in the two years prior to the date below, in a professional capacity in the private equity sector, or in

the provision of finance for small and medium enterprises;

d) I am currently, or have been in the two years prior to the date below, a director of a company with an annual turnover of at least

£1 million.

I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or

other property invested. I am aware that it is open to me seek advice from someone who specialises in advising on non-readily

realisable securities.

By signing this statement, I may lose significant rights. I may have no right to complain to either of the following:

• The Financial Conduct Authority; or

• The Financial Ombudsman Scheme.

I may also have no right to seek compensation from the Financial Services Compensation Scheme.

Signature Date

Epicure Wine EIS 24

4.3 Investor Appropriateness Questionnaire

Please note that it is your responsibility to confirm that the risks and benefits of this investment are suitable for your

investment needs, objectives and risk profile. If you are in any doubt, you should take advice, before proceeding, from

an FCA regulated adviser or wealth manager. Enterprise cannot provide advice to you or confirm that this investment

is suitable for your needs.

In order for you (the ‘Investor’) to participate in this offer, we must undertake an assessment of your expertise,

experience and knowledge so as to give us reasonable assurance in light of the nature of investments in companies

such as this, that you are capable of making your own investment decisions and understanding the risks involved.

The Investor Appropriateness Questionnaire below requests information to help us undertake this assessment.

Additional information may be required. We will keep all information provided by the Investor confidential.

Employment and Financial Situation

Employment Status Employed

Self-Employed

Retired

Unemployed

Current profession (if

retired, previous

profession)

Source of funds for this

investment Earnings

Savings

Inheritance

Other

Annual Net Disposable

Income

Less than

£10,000

£10,000 to

£50,000

£50,001 to

£100,000

Over

£100,000

Value of Net Assets (after

deducting loans and main

residence)

Less than

£200,000

£200,000 to

£500,000

£500,001 to

£1,000,000

Over

£1,000,000

I am a UK taxpayer and can make use of the tax features that this service provides, but I

understand this depends on my personal tax circumstances and is subject to change. Yes

No

Benefits and Risks

Have you read and understood the risks associated with this investment on pages 14 to

16? Yes

No

Are you confident that this investment meets your investment needs, objectives, and risk

profile? Yes

No

Are you prepared and able to invest for the medium to long term (5 years or more) and do

not require income or access to capital invested during this period? Yes

No

Have you understood that unlisted companies are high risk investments and that the

capital you invest may be lost in its entirety? Yes

No

Would any partial or total loss of your investment in this company have a materially

detrimental effect on your standard of living? Yes

No

Investment Experience

I consider myself to be an experienced investor and I regularly make my own investment

decisions. Yes

No

How many of the investments listed below have you made in the last 2 years?

0 1 2-4 5+

Unlisted investments

25 Epicure Wine EIS

Private companies through a direct investment

Private companies via a network or business angel syndicate

Tax efficient investments (e.g. EIS, SEIS, VCTs)

Private Equity funds and investments

What proportion of your net assets do

you intend on investing in the

Company?

0-10% 10-20%

20-30%

30-50%

50%+

What is the total annual investment you make on average into each type of investment listed above (tick as appropriate)?

None Less than £50k £50k – £100k £100k+

Unlisted investments

Private companies through a direct investment

Private companies via a network or business angel syndicate

Tax efficient investments (e.g. EIS, SEIS, VCTs)

Private Equity funds and investments

Investment Knowledge

What happens to the majority of small, unquoted

companies? They fail

They generate good

returns for investors

What may happen if one or more

of the investee companies fails?

I may lose some or

all of the money I

invest

I will be

compensated by a

third party.

I will receive

compensation from

the FSCS

When will you be able to get

your initial investment back?

On demand at any

time

The company is

listed so I can sell my

shares whenever I

like

It may not be

possible to liquidate

my investment

quickly

What will happen to the level of

your shareholding in a company

if it issues more shares in future

after you invest?

My proportion of

the total shares in

the company will

increase

My proportion of

the total shares in

the company will

remain the same

My proportion of

the total shares in

the company will

decrease

4.4 Investment Objectives

Please review the investment objectives of this offer, set out on page 8 of this Information

Memorandum dated 10 January 2018, and check the box to confirm that you are aware of

and understand these objectives and that they are consistent with your own personal

financial objectives in respect of your potential investment in this offer.

Yes

No

I accept this investment may expose me to a significant risk of losing all of the money or

other property invested. I am aware that it is open to me to seek advice from an FCA

authorised Financial Intermediary who specialises in advising on non-mainstream pooled

investments.

Yes

No

Epicure Wine EIS 26

Are you able to invest for the medium to long term (5 years or more) and do not require

income or access to capital invested during this period? Yes

No

Have you understood that unlisted companies are high risk investments and that the capital

you invest may be lost in its entirety? Yes

No

4.5 Identification Documents (Anti-Money Laundering)

We are required under the Money Laundering Regulations 2007, to verify the identity of all Investors in the company

and we therefore require copies of an identity document and a proof of address document.

I enclose originals /

certified copies of

the following

documents

(one from each

section)

SECTION A – PHOTO ID

Passport

Driving Licence

SECTION B – PROOF OF ADDRESS

Utility Bill

Tax Bill

Bank Statement

(NOT ONLINE)

Other ID

(Government

Issue)

4.6 Declaration

By signing this form, I HEREBY DECLARE THAT:

a) I have read and understood the Information Memorandum dated 10 January 2018 and in particular

the Risk section on pages 14 to 16.

b) I have read and agree to be bound by the Subscription Agreement and the terms and conditions set

out therein and in this Application Form.

c) To the best of my knowledge and belief, the particulars I have given are true, complete and accurate.

d) I am applying on my own behalf and I understand that Enterprise are not providing investment advice

or confirming that this investment is suitable for my needs.

e) I authorise Enterprise, Woodside, and its agents to make enquiries deemed necessary to confirm the

details in this Application Form. Enterprise may undertake electronic checks on investors through

credit and mutual agencies to fulfil their responsibilities under the Money Laundering Regulations. The

agencies may keep a record of this search.

f) I believe that, given the answers I have provided here and the amount I wish to invest (among other

surrounding factors), that this investment is suitable for me. I agree to assist Enterprise by answering

(if I am able) further oral or written questions in relation to my appropriateness. I confirm that I shall

have no claim against Enterprise if it shall reach a conclusion by bona fide means that this investment

is not appropriate for me.

g) I confirm that I understand I should take independent advice as to the tax consequences of an

Investment in the company, and that no representations regarding taxation and Tax Advantages in the

Information Memorandum constitute advice to me as to my personal tax position arising from making

such an Investment.

Print Name

Signature

Date

27 Epicure Wine EIS

SECTION 5 – SUBSCRIPTION AGREEMENT

To: The Directors, Old Bourne Way Limited I apply for the allotment and issue to me of: shares of £1 each in the capital of the Company (Ordinary Shares) subject to the Company's articles of association, the terms of this letter and the attached application form. In consideration for the allotment and issue of the Ordinary Shares to me, I undertake to pay the Company my remittance upon completion of the Company's identity checks on me. I confirm that the subscription monies will be sent from a UK clearing bank from an account that is open in my name. I request and authorise you to enter my name in the Company's register of members as holder of the Ordinary Shares and to send to me a share certificate in respect of the Ordinary Shares issued pursuant to this application. By completing and delivering this letter and the Application Form I (the “Applicant”) hereby: 1.1. warrant that my remittance will be honoured on first presentation and agree that if

such remittance is not so honoured, I will not be entitled to receive any Ordinary Shares applied for or to enjoy or receive any rights or distributions in respect of any Ordinary Shares unless and until I make payment in cleared funds for such Ordinary Shares and such payment is accepted by the Company (which acceptance shall be in its absolute discretion and may be on the basis that I indemnify the Company against all costs, damages, losses, expenses and liabilities arising out of or in connection with the failure of his remittance to be honoured in first presentation);

1.2. agree that any monies returnable to me may be retained by the Company pending clearance of remittance and that such monies will not bear interest;

1.3. agree that applications which are settled by way of a third party payment, e.g. bankers’ draft, building society cheque or a cheque drawn by someone other than the Applicant, will be subject to the UK’s verification of identity requirements which are contained in the Money Laundering Regulations 2007 as amended, updated, replaced or superseded from time to time;

1.4. agree with the Company promptly, on request, to disclose in writing any information which it may request in connection with my application and authorise the Company to disclose any information relating to my application it may consider appropriate;

1.5. confirm that I have read the Information Memorandum entitled Epicure Wine EIS and understand its contents. In making such application I am not relying on any information or representation in relation to the Company other than the information contained in the Information Memorandum, in particular the risk factors on pages 14 to 16;

1.6. warrant that I am not under the age of 18;

1.7. agree that all certificates, documents, monies and cheques sent by post to, by or on behalf of the Company to me will be sent at my risk and to the address specified in the Application Form (or in the case of multiple Applicants the first named);

Epicure Wine EIS 28

1.8. warrant that, if an Application Form is signed on behalf of somebody else, the signatory has the authority to do so and such person will be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained in this letter;

1.9. warrant that no other application (not being an application under the terms of the Application Form) is being made by me for my own account or by another on my behalf or for benefit and with my knowledge for such purpose or, if applying as agent or nominee of another, that no other application is being made by him (not being an application as aforesaid) as an agent or nominee for that other person and that other person is not, to my knowledge, acting in concert with any other person or persons as aforesaid;

1.10. warrant that, in connection with the application I have observed the laws of all relevant territories, obtained any requisite governmental or other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with his application in any territory, other than stamp duty or SDRT, and I have taken any action which will or may result in me or the Company or any of their respective directors, officers, agents or employees acting in breach of the regulatory or legal requirements of any territory in connection with the Offer or the application;

1.11. agree that none of the Company, its agents or any other receiving agent shall be liable to me in the event of an insolvency of any bank with which any funds held have been deposited nor in the event of any restriction on the ability to withdraw funds from such banks for reasons beyond your control.

Executed and Delivered as a Deed by:

Print Name

Signature

In the presence of:

Witness Print Name

Witness Signature

Address

Occupation

Date

29 Epicure Wine EIS