Tambaba Investment

Tambaba InvestmentsTambaba Retreat Investment Memorandum

3-5 Year Investment Term10% PA Gross Yield for Three YearsTarget Return – 100%+ within in 3 yearsMin Entry Level £10,000 Invest through cash SIPP SSAS corporate bodies trusts or foundations

An opportunity to invest with Tambaba Investments Limited

Contents

Notice to recipients FeaturesParties and advisorsExecutive summaryWhy invest in BrazilWhy invest in Tambaba RetreatAreasThe developmentTambaba Country Club ResortIndustry AwardsThe Investment opportunityFinancial analysisCosts & FeesGeneral risk factorsCurrencyMoney laundering regulation and data protection

478

11151618192023242933343740

This information is not produced or intended for members of the public or for general circulation. Only authorised and regulated adviser’s are able to provide investment advice to their clients whom they know to be certified high net worth, or sophisticated investors as defined in the Financial Services and Markets Act (Financial Promotion) Order 2005.

This document details an alternative investment through a corporate structure and establishment of an offshore unlisted company. Subscribing members are issued shares in the company; this investment is not an Unregulated Collective Investment Scheme as per section 21 of the Financial Services and Markets Act 2000 (Collective Investment Schemes) Order 2001.

Prospective investors must rely on their own examination of the legal, taxation, financial and other consequences of any contributions made in this investment, including the risk involved. Prospective investors should not treat the contents of this information as advice relating to legal, taxation or other matters and, if in any doubt about the proposal discussed in this information, its suitability, or what action should be taken, should consult a person authorised and regulated by the FSA under The Financial Services and Markets Act 2000 (“FSMA”) and qualified to advise on alternative investments of this nature.

“The content of this promotion has not been approved by an authorised person within the meaning 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 the property, or other assets invested.”

Accordingly, where this information is communicated by any person who is “authorised “under FSMA to any other person, it is to be communicated only to (and directed only at) persons to whom such communication may lawfully be made (“Relevant Party and “Relevant Party” shall be construed accordingly), including (but not limited) to:

“Certified High Net Worth Individuals” as defined by article 48 of the Financial Promotion Order 2005 (SI 2005/1529);

‘High net worth companies, unincorporated associations, partnerships or trustees of high value trusts’ within the meaning of article 49 of the Financial Promotion Order 2005 (SI 2005/1529);“Sophisticated Investors” and “Self-Certified Sophisticated Investors” within the meaning of articles 50 and 50A respectively of the Financial Promotion Order 2005 (SI 2005/1529).

4

Notice to recipients

This information is provided to inform

Authorised Financial Adviser’s about a

specific alternative investment, its

structure, and the detail surrounding

the investment.

7

InTeRpReTaTIonThe company is a Limited Company registered in the Seychelles under the International Business Companies Act 1994.

The company memorandum provides for the acquisition of all types of property and other investment forms, as determined by its members.The Subscription & Shareholders Agreement covers the terms of the investment.

Shares are issued to members upon subscription.Owners are members of the company holding non-voting ordinary shares.

CompanyThe company, in accordance with the Seychelles IBC Act 1994 under which it has been formed, has a distinct legal personality to that of its owners. The company memorandum requires the owners to subscribe for shares which the company issues; and it confers on owners voting rights and rights to distribution. Therefore, the company has the same key features of a company under English law.

SHARESThe Company Memorandum stipulates that the shares are particular to the person whom they are issued and not freely transferable but can be transferred in accordance with the Shareholders Agreement.

offeRThe company does not offer shares to the public, as understood by the CA 2006 and FSMA 2000, and so does not fall under their respective provisions. There are three reasons for this: Firstly; the shares are not freely transferable, secondly; the purpose of the shares is to provide owners with possessory rights to assets acquired; and finally, they are only offered to those who have already indicated their intention to hold possessory rights.

The company is not engaged in a regulated activity under FSMA 2000 when it issues shares to its owners. Although shares in a company are a specified investment, the issue of shares is not regulated.

InCoRpoRaTIonThe company is not operating a Collective Investment Scheme, as defined by FSMA 2000 s235, even if several unconnected persons are owners. This is because no corporate body amounts to a Collective Investment Scheme. Therefore, the company is not subject to the regulations and restrictions attached to Collective Investment Schemes.

Open Ended Investment Company (OEIC)A number of ‘conditions’ and ‘tests’ apply (PERG 9) & s.236 FSMA as to whether a body corporate can be deemed as an OIEC and under certain conditions be deemed to be Collective Investment Scheme. The company is not operating an OEIC and is exempt by virtue of the fact that members do not have a reasonable expectation to redeem at Net Asset Value (NAV).

Features

>>

DEVELOPER FOR TAMBABA COUNTRY CLUB RESORT:

Tambaba Country Club Resort Empreendimentos Imobiliarios Construtora e Incorpadora Ltda., Av. Nossa Senhora dos Navegantes, 402 Tambau, Joao Pessoa, Paraiba, Brazil.

DEVELOPER FOR TAMBABA RETREAT:

Aranessa Imoveis Ltda., Av. Nossa Senhora dos Navegantes, 402 Tambau, Joao Pessoa, Paraiba, Brazil.

CONSTRUCTION:

Mastel Construtora Ltda., Av. Nossa Senhora dos Navegantes, 402 Sala 101-B, Tambau, Joao Pessoa, Paraiba, Brazil.

PROJECT ARCHITECT 1:

WM Arquitetos Associados, Av Antonio Lira da Silva, 296, Hotel Imperial, Sl.03, Tambau, Paraiba, Joao Pessoa , Paraiba, Brazil T: +55(83) 9984 2477

PROJECT ARCHITECT 2:

Rosane Oliveira Arquitetura, Av Flavio Ribeiro Coutinho, 205-603,Manaira, Joao Pessoa, Paraiba, Brazil T: +55 (83) 3245 9119

LEGAL COUNCIL: BRAZIL PROPERTY LAWYERS

Sylvio Torres, Av.Duarte da Silveira, 576 Centro, Joao Pessoa, Pariaba 58.013.280Brazil.+55 83 3221 5588

SYNDICATE TRUSTEES:

Glenmuir International Ltd Head Office: Second Floor, Capital City Independence Avenue PO Box 1312, Victoria, Mahe Seychelles.

SYNDICATE MANAGERS:

Venture International Holdings Limited International Representative Office: Office 508 The Fairmont Sheikh Zayed Road Dubai , United Arab Emirates. www.ventureinternationalholdings.com

SYNDICATION & SIPP CONSULTANCY:

Project Kudos Group Malvern House, New Road Solihull UK. www.projectkudosgroup.com

8

Parties and advisors

11

Resort the area will be known as Tambaba Retreat located in the North East of Brazil. Tambaba Country Club Resort is an established multi-award winning five star mixed use resort development in the North East of Brazil. Over 600 land plots have already been sold, with 65% sold to the local Brazilian market. Tambaba Country Club Resort has already achieved full planning permissions on all commercial and residential development lots and the resort construction licences with infrastructure and facilities construction approximately 60% complete, and due for full completion Dec 2013.

Outline planning has been agreed and full planning and construction licences will be sought to establish an extension to the existing condominium, Tambaba Retreat. Planning to include commercial development areas including hotel, apartment and managed villa development areas within the retreat and with each land plot under the new planning will be individually titled and connected to electricity, water and drainage.

Tambaba Country Club Resort takes its name from one of the three magnificent beaches within 5 minutes of the resort – Tambaba, Coquerinho and Praia Bella – which are among some of the top beaches in Brazil.

With 85% of the national population living within 20 miles of Brazil’s 4655 miles of beach, Tambaba Country Club Resort is ideally situated to offer the local Brazilian marketplace an ideal land or property purchase. Tambaba Country Club Resort is positioned to take advantage of the domestic demand for first and second homes as part of a 9 million homes national housing deficit, and is structured to integrate seamlessly into the domestic buying culture for freehold development land with full planning prevalent in Brazil.

Brazil offers prospective growth in land, far beyond any other country within the developed world at this point in time. Tambaba Country Club Resort is one of the best opportunities within the North East of Brazil to acquire land safely, and profitably.Tambaba Country Club Resort has been designed for universal appeal, boasting one of the most impressive arrays of resort leisure activities, and facilities in the North East of Brazil. Set in the tropical countryside of Paraiba, and reminiscent of the hills of Tuscany, this 150 hectare resort captures both your imagination and emotion.

This eco-friendly 5 star resort will consist of the highest quality build of hotels, apartments and villas, and is purposefully designed for both tourism and residential guests. Because of the unique geography and layout of the resort to take advantage of this, every hotel room, apartment and villa has a view over magnificent hills and coastal forest and the resort is bordered by two fresh spring water rivers available for fishing or swimming.

OEIC and is exempt by virtue of the fact that members do not have a reasonable expectation to redeem at Net Asset Value (NAV).

This investment presents an

opportunity to invest in land prior to full

planning approval, on land adjacent to an existing five star

condominium

Executive summary

>>

At Tambaba Country Club there are over 30 hectares of protected tropical forest within the resort borders, securing a natural look and feel on the condominium and with an average villa plot size of 800M2 the resort is considered upscale and of low build density.

A Special Purpose Vehicle (SPV) Tambaba Investments Limited has been established for the purpose of this investment. Investors become subscribing members to the SPV through membership, and the subsequent issue of shares, shares are then issued in direct proportion to the amount of investment made.

Investment can be made through Self Invested Personal Pension, (SIPP) Small Self Administered Scheme (SSAS), Qualified Recognised Overseas Pension Scheme, (QROPS) or as an individual subscription with cash.

This is done through the corporate structures of the SPV which has been established to receive investment from as little as £10,000, with no upper limit on maximum investment.

The success to date of Tambaba Country Club Resort is evident in the fact that over 65% of the residential plots have already been sold to the local Brazilian market. The commercial and residential land plots on Tambaba Country Club are presently valued and have been selling at approximately £80.00 per square meter.

A further 27 hectares of land called Tambaba Retreat, directly adjacent to Tambaba Country Club Resort has been made available exclusively to Tambaba Investments Limited for the purpose of this investment.

This area of land is currently valued at £40.00 per square meter and has initial permissions to progress to full mixed use commercial and condominium status.

When the remaining planning consents have been approved the value of the land plots will instantly double to that of the adjacent development at Tambaba Country Club, representing 100% growth on investment.

Land in NE Brazil is increasing in value at the rate of 15-20% per annum and achieved 26% average national growth in 2011, so in addition to the increase in land value through planning consents, the value of the land will increase annually.

Tambaba Investments Limited has also taken a legal charge over 20 residential and commercial land plots on the main Tambaba Country Club Resort project, which has a value of £1 million as security for investment into Tambaba Investments.

In the unlikely event that full planning was not granted on the 27 hectares on Tambaba Retreat, then invested funds would be switched to the land plots on Tambaba Country Club Resort; this has been done to secure the invested funds against a tangible asset equivalent to initial funds sought in order to safeguard the investor on a critical benchmark of delivery.

12

>>continued

• 10% Gross Income Return for 3 Years.• 50% Purchase discount on 27 Hectares of land.• Exit from Year 4 onwards.• Resale of plots or complete site contracted with developer.• 100% Growth expected and evidenced on planning consent• 20% per annum Capital Growth across NE Brazil• Invest from £10,000• Success of Licenses secured against Tambaba Country Club Resort assets• Initial investment and returns in Sterling• No upper limit to investment. • Invest through Self Invested Personal Pension (SIPP).

15

Brazil is one of the top 6 economies globally, and is predicted to be one of the top 4 within the next 15 years. As one of the largest global sources of natural resources, green-energy, producers of commodities and food, they are now one of the world’s leading oil producers, as well as one of the fastest growing consumer markets on the planet.

Brazil, as a country presents a real investment opportunity as it has one of the most sustainable and growing economies in the world, and the middle classes are the fastest expanding population group in the country who are becoming wealthier. Brazil’s economic middle class has expanded from 40 million people to over 100 million people within the last 6 years. This has created a 9 million current homes (30 Million people) deficit with 80% of this deficit in the middle class sector.

Brazil has posted national economic

growth year on year (even during the

global recession) for the last 10 years.

You may have also learned that Brazil is to successively

host two of largest sporting events

in the world, 2014 Fifa world cup,

and 2016 Olympic Games, set to

explosively increase global tourism.

Why invest in Brazil

On the North East coast of Brazil, south of Joao Pessoa, Tambaba is positioned in a very popular and famous Brazilian tourist destination. Due to the year round sunshine, cooling breeze, warm temperatures and magnificent beaches, Tambaba Country Club Resort benefits from 365 days a year tourist season.

Local high quality tourist and accommodation deficits within Joao Pessoa and the surrounding south coast will ensure a demand for this investment. The new international convention centre for nearly 2500 people opening in 2012 is less than fifteen minutes from the resort and has no accommodation or hotels directly adjacent to it, thus is set to increase local demand for short term accommodation. The Oscar Niemeyer Arts Centre is less than twenty minutes away and with a 78% tourism increase in 2010, and a 59% increase in tourism to the local area last year alone, there will certainly be an increase in local demand for this investment.

Joao Pessoa’s international airport has recently been expanded (30 minutes from resort), and the largest airport in the North East of Brazil – Recife is 80 minutes from the resort. This is set to increase the levels of both domestic and international tourists travelling to the area even further.

The nearby city of Joao Pessoa is one of the safest cities in Latin America, and is ranked the 2nd Greenest City in The World, next to Paris, giving it a constant appeal for the right type of tourist market, preserving the integrity of both the area and your investment.

Tambaba Country Club Resort and Tambaba Retreat demonstrate all of the key ingredients of a successful real estate and property investment – perfect location, early entry, low cost of entry, below market value purchase, high sales value, multiple demand markets, multiple exit channels already established and long term growth potential.

In addition, motor giant Fiat is going to build the largest car production plant in Brazil to be located in Pernambuco, which is only 25km from Tambaba Country Club Resort; therefore making it one of the closest residences/condominiums to the plant. As an initiative of the Pernambuco state government, a training centre will also be built within the 1.7-square-mile site to provide human resources for the new plant.

This will have a massive knock on effect for the local economy together with subsidiary businesses opening. The plant will employ over 3000 people who in turn will require residential housing.

Joao Pessoa the capital of Paraiba is only a 25 minute drive from Tambaba Country Club Resort as well as being only a 5 minute drive from some of the best beaches on both the north east coast and the whole of Brazil. Joao Pessoa is highly regarded in Brazil, and considered as one of the most beautiful cities to live and to visit. Average property prices have exceeded the national average increasing in excess of 30%pa the last 2 years. The city’s increase in tourism has also driven the planned development of a new tourism centre at Cocqueirinho beach only 5 minutes from Tambaba Country Club Resort. Joao Pessoa is also limited by its geography and is expanding along the south coast towards Tambaba Country Club Resort.

16

Why invest in Tambaba Retreat

Tambaba takes advantage of a

location directly commutable between two

world cup host cities. Add to this

the timing of the completed main

project resort facilities becoming live the year before the world cup, and

you have one of the few projects which will be able to take

full advantage of this global event.

Tambaba Country Club

Tambaba Retreat

>>

Tambaba Retreat Gardens

Tambaba Retreat Village

Tambaba Retreat Leisure

Tambaba Retreat Hotel

Tambaba Retreat

Areas

19

Set within the beautiful coastal hills of Joao Pessoa in the North East of Brazil, the Tambaba Development is one of the leading luxury mixed-use resort projects currently under construction in Brazil. The development benefits from being strategically positioned directly between two host cities for the 2014 Football World Cup, (Natal and Recife) and is set to host one of the national federations participating in the 2014 World Cup.

The Tambaba Development is divided into two distinct sections of land. The first section is the award winning Tambaba Country Club Resort, which is modeled on the highly successful European Center Parcs concept. This section comprises 150 hectares of prime tropical paradise, with 30 hectares of leisure activities and facilities and over 15 Hectares of preserved tropical forest.

The second section is Tambaba Retreat, and comprises of 27 hectares of development land. Tambaba Retreat, will be an eco-friendly 5 star development, which will consist of the highest quality hotel facilities, apartments, cabanas, managed and private villas, designed as a chic boutique addition to Tambaba Country Club Resort.

All purchasers and guests of hotels, apartments cabanas and villas at Tambaba Retreat will also have the full use of all the facilities at Tambaba Country Club Resort. This includes a water park, fitness centre, health and beauty spa, equestrian trail, sports facilities and plenty of boutique shops for the shopping enthusiasts.

Bordered by two fresh water natural spring-fed rivers, year round sunshine, and being only five minutes from three fantastic beaches, the Tambaba Development has already proved to be a huge hit with the local population with 65 per cent of both commercial and residential sales being made to Brazilian nationals. This ensures an excellent exit strategy for investors.

The development

Joao Pessoa7.0833° S, 34.8333° W

Tambaba Country Club Resort

• 2500 m2 Aquatic Water Park• Swim up Bar• Choice of 3 Restaurants • Games Room• 2 Function/Party Rooms• Cafés• Spa• Fitness Centre• Sauna• 18 Store Boutique Centre• Artificial Beach Area• Children’s Pool Area• Kids City Play Zone• Kids Function / Party Room• Playground • Open Park Areas • Jogging Track• Full Size Football Pitch• 5-a-side Football Pitch• Beach Football Pitches • Beach Volleyball Courts

• Poli-Sports Court• Tennis Courts • Mini Golf Course • Archery • Skate Park • Mountain Bike Trails • Rivers & Fishing Areas • Nature Trails • Horse Bridal Paths • Equestrian Centre • Meditation Area • Multi Faith Worship Area • Viewing Towers (Stables) • Traditional Brazilian Cottage Industry Area • Natural Flower Honey Farm • Market Garden Centre • Cachaca Production Area • Milking Farm • Shuttle Bus Service to Local Beaches Shuttle

Bus Service to City Centre • Free Resort Buggy Shuttle Service

ON SITE FACILITIES AND AMENITIES:

Brazilians are some of the most health conscious and active people in the world. Whether to live or to vacation to, the country club concept is proving of significant appeal to both the local and international markets, who look for activities to compliment their time on the beach.

20

23

OPP AWARDS FOR EXCELLENCE 2010 “BEST DEVELOPER INTERNATIONAL”

“Invest in Brazil (Tambaba Country Club Resort) has an international project anchored locally, where the mix between residential and tourist development is magnificent. The attention to detail and no doubt the time, effort and money spent in gaining SIPP compliance, in doing transparent due diligence, in stepping into the shoes of the purchaser, and in identifying and mitigating risk was truly impressive. This is clearly an excellent development with sound partners acting with experience and ethics. A worthy winner”

AIPP 2011 “BEST DEVELOPER - THE AMERICA’S”

In 2011 Tambaba Country Club Resort received further industry endorsement by winning another major award. Winning the AIPP 2011 “Best Developer – The Americas” award, Tambaba Country Club and Invest in Brazil are building upon their success.

AIPP are the UK’s industry standards organisation and have placed a high value on organisations which reduce risk, are highly transparent and offer support and service throughout the lifecycle. This was evident in every award winner. Invest in Brazil and Tambaba are very proud of this achievement, and are grateful for the support and recognition of the commitment and ethics the development partnership has.

AIPP 2012“BEST DEVELOPER - THE AMERICA’S”

In 2012 Tambaba Country Club Resort retained their award within “Best Developer – The America’s”. The judge’s comments were: “Impressive implementation of the development. A well designed, carefully thought out and thorough entry”

Tambaba Country Club Resort is a recognised

market leading development,

having won the following three

major international awards:

Industry Awards

Planning authorities have already formally confirmed the land subject within Tambaba Retreat will be approved with commercial and residential mixed-use condominium planning status upon full planning application and construction license application. This is a 6 month process and will add significant value to the land for the benefit of investors.

The increase in the value of the land when planning is granted can easily be evidenced by comparing the independent value of the land on the adjacent site at Tambaba Country Club Resort, upon which Tambaba Retreat will become an extension of.

The commercial and residential land plots on Tambaba Retreat will not be valued at any less than that of Tambaba Country Club Resort.

Investor’s funds have been secured through Tambaba Investments Limited, by taking a first charge over £1 million worth of land and commercial plots on the already established Tambaba Country Club Resort.

CAPITAL GROWTH

The NE of Brazil is experiencing year on year capital appreciation across the land and housing sectors of an average of 15%-20% per annum. This is due to the many factors indicated earlier in this memorandum, current market predictions are that this growth will continue over the next 5 years, as Brazil continues to develop.Tambaba Investments Limited has secured a unique investment opportunity which should see investment double in value, on full planning status which will then continue to grow at the prevailing market rate throughout the investment term.

OVERVIEW OF INVESTMENT

This investment has been structured for a period of up to 5 years to provide investors with annual income and capital growth.

The developer is contracted by the SPV to pay 10% gross interest on invested funds to the SPV, for the first three years.

The developer is further retained throughout the investment period to facilitate the sale of the land plots from the end of the third year. The developer will retain 25% of the sale profits for facilitating the sale, this serves to motivate all parties towards the success of the project.

EXIT STRATEGY

This investment has been structured to accommodate an investment term of three to five years, (though investors can exit the investment during this term through the sale of shares, detailed further in this memorandum).

The intention is to raise investment through Tambaba Investments Limited sufficient to own all 27 hectares of land, and obtain full planning to build a commercial and residential mixed-use condominium resort which will be called Tambaba Retreat.

After three years of ownership, the land will be sold as a complete master plan project, individual commercial projects or individual serviced land plots plan project into the local Brazilian and International market for which there is huge continuing demand.

This will be facilitated by the developer who will be retained to sell the land at the market rate, which will be significantly more than the purchase price. The developer already has in place fully functioning domestic Brazilian and international sales operations in place achieving significant sales success already in both markets with commercial and residential sales track record established for the Tambaba Development.The proceeds from the land sales will be returned to the SPV and in turn paid to investors through share dividend.

This investment presents an

opportunity to invest in Tambaba

Retreat, right at the start of the planning

phases in an area of 27 hectares of land adjacent to

an established and successful project, Tambaba Country

Club Resort.

The Investment opportunity

• 10% Gross Income Return for 3 Years.• 50% Purchase discount on 27 Hectares of land.• Exit from Year 4 onwards.• Resale of plots or complete site contracted with developer.• 100% Growth expected and evidenced on planning consent• 20% per annum Capital Growth across NE Brazil• Invest from £10,000• Success of Licenses secured against Tambaba Country Club Resort assets• Initial investment and returns in Sterling• No upper limit to investment. • Invest through Self Invested Personal Pension (SIPP).

KEY FEATURES

25

It is possible for shareholders to exit this investment prior to the end of the five year term, through the sale of their shares held. Shares offered for sale during the investment term under the terms of the shareholder subscription agreement, will be offered to remaining shareholders for 30 days, before they can be offered for sale elsewhere.

SPECIAL PURPOSE VEHICLE

Tambaba Investments Limited is a Special Purpose Vehicle (SPV) which has been established as an investment company through which to invest in serviced land plots and commercial areas in Tambaba Resort, North East Brazil.

The structure is simple; an offshore limited liability company divided into shares, and a company resolution to acquire assets in the form of land on Tambaba Retreat, NE Brazil.

The Articles of Association of this company are standard for most Jurisdictions, and are based on English Common Law.

SHAREHOLDERS

The SPV is ultimately owned and managed by shareholders. Each company is typically divided into shares, equivalent to the investment sought. Each SPV is structured by the syndication manager so that no single shareholder can acquire a majority voting position.

This investment has been structured to accommodate a period up to 5 years. It is possible for shareholders to exit prior to the 5 year term through the sale of shares held by the investor.

The syndicate managers require 30 days advance notice (in writing) to facilitate the resale of shares. Under the terms of the Shareholder Subscription Agreement, the shares must first be offered to other investors for a period of 30 days. If no other shareholders purchase the shares, they can be offered for sale elsewhere.

Where shareholders shares are sold during the investment term, the syndicate managers may charge a facilitation fee of up to 3% of the share value. In addition the Directors of the SPV may deduct from the sale price monies payable, such sum as the directors in their discretion determine to compensate the SPV for any pecuniary, tax or other disadvantage suffered by the SPV as a result of the sale.

SPV Management

Syndicate Management Services to the company will be provided by Venture International Holdings Limited, (VIH) the directors of which have many years’ experience in providing specialist management to off shore corporate entities. As the appointed syndicate managers, VIH will establish and provide day to day management services to the SPV. VIH will manage all aspects of the receipt, reporting and distribution of funds from investors to the project company. Annual reports will be generated to all investors by the syndicate managers, whose main responsibility is to ensure the effective management of the SPV.

>>

This will be facilitated by the developer who will be retained to sell the land at the market rate, which will be significantly more than the purchase price. The developer already has in place fully functioning domestic Brazilian and international sales operations in place achieving significant sales success already in both markets with commercial and residential sales track record established for the Tambaba Development.The proceeds from the land sales will be returned to the SPV and in turn paid to investors through share dividend.

It is possible for shareholders to exit this investment prior to the end of the five year term, through the sale of their shares held. Shares offered for sale during the investment term under the terms of the shareholder subscription agreement, will be offered to remaining shareholders for 30 days, before they can be offered for sale elsewhere.

SPECIAL PURPOSE VEHICLE

Tambaba Investments Limited is a Special Purpose Vehicle (SPV) which has been established as an investment company through which to invest in serviced land plots and commercial areas in Tambaba Resort, North East Brazil.

The structure is simple; an offshore limited liability company divided into shares, and a company resolution to acquire assets in the form of land on Tambaba Retreat, NE Brazil.

The Articles of Association of this company are standard for most Jurisdictions, and are based on English Common Law.

SHAREHOLDERS

The SPV is ultimately owned and managed by shareholders. Each company is typically divided into shares, equivalent to the investment sought. Each SPV is structured by the syndication manager so that no single shareholder can acquire a majority voting position.

This investment has been structured to accommodate a period up to 5 years. It is possible for shareholders to exit prior to the 5 year term through the sale of shares held by the investor.

The syndicate managers require 30 days advance notice (in writing) to facilitate the resale of shares. Under the terms of the Shareholder Subscription Agreement, the shares must first be offered to other investors for a period of 30 days. If no other shareholders purchase the shares, they can be offered for sale elsewhere.

Where shareholders shares are sold during the investment term, the syndicate managers will charge a facilitation fee of up to 3% of the share value. In addition the Directors of the SPV may deduct from the sale price monies payable, such sum as the directors in their discretion determine to compensate the SPV for any pecuniary, tax or other disadvantage suffered by the SPV as a result of the sale.SPV Management

Syndicate Management Services to the company will be provided by Venture International Holdings Limited, (VIH) the directors of which have many years’ experience in providing specialist management to off shore corporate entities. As the appointed syndicate managers, VIH will establish and provide day to day management services to the SPV. VIH will manage all aspects of the receipt, reporting and distribution of funds from investors to the project company. Annual reports will be generated to all investors by the syndicate managers, whose main responsibility is to ensure the effective management of the SPV.

27

>>

29

The 27 hectares of land (Tambaba Retreat) in which Tambaba Investments Limited will invest, is presently value at £40.00 per square meter. When full planning has been obtained to build a mixed commercial and residential fully serviced condominium resort the land will instantly increase in value to at least £80.00 per square meter.

This represents 100% growth on investment; this growth is evidenced by Tambaba Retreats proximity to the adjacent Tambaba Country Club Resort, where commercial areas and land plots on this condominium are presently selling at £80.00 per square meter.

Land value is increasing year on year in Brazil at a consistent rate of 15%-20% per annum, so the land value will continue to increase in value year on year throughout the investment term.

Once investment is made into the SPV, shares are issued to investors in direct proportion to the sum invested; each share is valued at £1.00; therefore an investment of £10,000 will result in the issue of 10,000 shares.Interest is paid by the developer under the terms of the purchase contract to the SPV at a rate of 10% per annum for the first three years. Returns in years four and five will be from the sale of land plots to the local Brazilian market.

Operating costs of the SPV, (which are detailed in the costs and fees section of this document) are deducted from income received. Shareholders are paid via share dividends, annually in arrears.

CURRENCY

There is no risk to investors with the currency exchange rate sterling to Brazilian Real or vice versa, as all monies invested into Tambaba Investments Limited are done so in sterling.

The annual interest payment from the developer, to Tambaba Investments Limited is made in sterling, at the prevailing rate, and all returns made to investors are paid in sterling.The below chart illustrates the contracted income to Tambaba Investments Limited for the first three years. The income will be distributed to investors through share dividend, which will be paid annually in arrears.

From the fourth year, the land plots will be sold at the market rate to the local Brazilian market, investors will receive an annual dividend payment from the proceeds of the sale.

The following information and projections are

indicative only, and do not constitute a forecast of the

actual income, profits, returns or

cash flow of the investment. Indeed

these projections may be affected by factors completely

outside of anyone’s control. Potential investors should

review the financial model themselves and form their own views in relation to

the reasonableness, completeness and achievability of the

projections.

Financial analysis

>>

TAMBABA INVESTMENTS LIMITED POTENTIAL GROWTH

Year 1 100% on invested funds plus 15% capital appreciationYear 2 15% capital appreciation on invested fundsYear 3 15% capital appreciation on invested fundsYear 4 15% capital appreciation on invested fundsYear 5 Dividend payment from the sale of land plots

The above chart amalgamates the increase in the land value upon full planning consent, demonstrated with the 100% capital increase in year 1, then with the conservative estimate of 15% per annum capital appreciation of the land and finally includes the 10% income paid into the SPV for the first three years.

Annual price increases have not been included, so the only price uplift illustrated is capital appreciation. The chart assumes the sale of the plots during the fifth year for ease of illustration.

In the event that capital growth exceeds 15% per annum then the overall returns illustrated will increase, if the annual capital growth is less than 15%, the overall returns illustrated will be lower.

30

The below chart illustrates the

capital growth projected from

this investment, a 100% capital uplift

is demonstrated in year 1, when

full planning is obtained. A

conservative annual capital increase of

15% per annum has been illustrated.

>> Tambaba Investments 4 Year Income and Capital Growth Projection

Unit Year 1 Year 2 Year 3 Year 4Scheduled price increases * 100.00% 0.00% 0.00% 0.00%Annual capital growth ** 15.00% 15.00% 15.00% 15.00%Total % increase 115.00% 15.00% 15.00% 15.00%

Investment required £10,000 £10,000 £00,00 £00,00 £00,00Increase in value in land £11,500 £3,225 £3,708 £4264Land Plot value £21,500 £24,725 £28,433 £32,698Developers commission on sale 25% £4,904Profit on sale £27,794Income 10% £1,000 £1,000 £1,000 Dividend

-

TAMBABA INVESTMENTS LIMITED CONTRACTED RETURNS

Year 1 10% on invested fundsYear 2 10% on invested fundsYear 3 10% on invested fundsYear 4 Dividend payment from the sale of land plotsYear 5 Dividend payment from the sale of land plots

Total Income and Profit £ on investment £30,794Total Income and Profit % on investment 307.9%

Total Income & Profit £ on investment £30,794Total Income & Profit % on investment 307.9%

Total Income & Profit £ on investment £30,794Total Income & Profit % on investment 307.9%

33

INVESTMENT REQUIRED

The minimum investment required to subscribe to the SPV is £10,000. Thereafter multiples of £1,000 may be invested; there is no upper limit on investment.

Management Fee

The company will pay an annual management charge to Venture International Holdings Limited. This is a fee equivalent to 1% of funds received and this payment will be made annually in arrears from interest payments received.

ESTABLISHMENT FEE

The establishment fee for the SPV and production of promotional material has been met by the project owner as an external payment and will not be deducted from investors’ funds. The annual registration costs of the SPV are approximately £1,500 and will be paid for by the syndicate managers from the annual management charge. This is not a cost for the investors.

DIRECTORS FEE

There is no additional fee payable to the directors of the SPV; neither will there be any profit share, performance dividend or any other form of payment, not identified in this memorandum.

COMMISSIONS

There are no commission payments to be deducted from the investment sum made by investors. All marketing expenses are met by the project companies.

OTHER FEES AND ExPENSES

The SPV will bear all of its initial and on-going operating costs and expenses not pre identified in this memorandum from income received from the annual interest payment. All costs will be kept to an absolute minimum by the syndicate managers.

The syndicate managers may be reimbursed all reasonable out of pocket expenses, which are incurred solely for the benefit of the company.

Costs & fees

>>

Potential investors should carefully

consider the following risk factors

in relation to the investment which individually, or in aggregate could

have a material effect on the

investment return, and should consult

their financial adviser before

investing.

General risk factors

PROSPECTUS

Prospective investors are not to construe the contents of this document as tax or legal advice. Prospective Investors should carefully review and evaluate the risks, and other information contained in this document before making the decision to invest in the SPV. If in any doubt, prospective investors should immediately seek their own personal advice from their independent professional adviser, who specialises in advising on the acquisition of shares and other securities, or other adviser’s such as legal adviser’s.

SUITABILITY OF INVESTORS

An investment of this nature is only suitable for investors who are capable of evaluating the merits and risk of such an investment, and who have sufficient resources to be able to bear any losses (which may be equal to the whole amount invested) which may result from such an investment. Prospective investors should consider carefully whether an investment in the shares of the SPV is suitable for them in light of their personal circumstances and their financial resources and should take appropriate independent professional advice.

LEGISLATION

The information in this document is based on the understanding of current law and practice. Changes in the law may adversely affect the income levels, growth prospects and tax liabilities. None of the directors of the SPV, syndicate managers, or any of their adviser’s can accept responsibility if there is any change in the law, in HMRC practice or in the tax treatment of the SPV or any of the Investors. Operational Risk

This risk represents the likelihood the project management team will underperform and that other unforeseen delays may occur. However, given the relative experience of the project team and their past proven track record, the level of operational risk is not considered high.

In the event of unforeseen circumstances or any natural disasters which are out of the control of any one person or entity, the returns payable may fall. Under these circumstances, there is no assurance given the investment will achieve the target of return. An investment of this nature involves a degree of risk; investors must be prepared to bear the economic risk of this investment.

7

37

CURRENCY

Investor’s funds, if held in any currency other than sterling will attract a currency risk, as the SPV requires deposit in sterling. There are inherent risks in any exchange rate dependent investment; and as such, investors if in any doubt should seek advice from an accountant, tax specialist or financial adviser.

Investors should consider the current risk associated with this investment over the lifetime of the investment, as well as the political considerations associated with these jurisdictions and how they might affect these interacting exchange rates.

NO FORECASTS

Assumptions based on historical facts, information and trends gained from historic experiences, present facts, circumstances and information should not be taken as a guide for future performance. Aims, targets, plans, intentions and projections referred to are no more than that, and do not imply a forecast. Past performance is not necessarily a guide to future performance.

LIQUIDITY

This investment is in the asset class of shares in an unlisted company which is of a less liquid nature than some other asset classes. The value of shares in the SPV may go down as well as up and the investors’ entire investment may be lost.

The suggested investment period is 5 years, if an investor wishes to sell their shares prior to the end of the investment term, then additional costs such as: valuation and administration costs may have to be borne by that investor.

Shares offered for sale during the investment term under the terms of the subscription agreement, will be offered for 30 days to remaining shareholders, before they can be offered for sale elsewhere.

Death of an Investor during the Lifetime of the Investment

SIPP INVESTOR

In the event of death of a SIPP investor on whose behalf shares are held, the directors of the SPV will endeavor to establish an internal market for the purchase of the shares amongst current shareholders. In the unlikely event that no buyers can be found within 3 months of notification of an investor’s death, the director may offer the shares on the open market, or to a new investor at a fair market price.

“Where possible for a SIPP investor the shares could be assigned to the next of kin as in a specie payment”.







investing.

Currency

>>







investing.

NON SIPP INVESTOR

In the event of the death of a private individual shareholder, the directors of the SPV will endeavor to establish an internal market for the purchase of the shares amongst current shareholders. In the unlikely event no buyers can be found within 3 months of notification of an investor’s death, the director may offer the shares on the open market, or to a new investor at a fair market price.

In both of the above cases, the definition of a “fair market price” is a subjective one, and the investor’s beneficiary may receive a diminished return to that anticipated.

“Where possible for a direct investor the shares could be assigned to the next of kin”.

TAXATION

Any changes to the taxation position in either the UK or USA, or any changes to the tax treatment of the SPV, may affect investment returns to the investors. The SPV has a tax transparent structure.

Accordingly, each investor must consider their personal tax position, and must take their specialist advice.

Any potential investors, who are not UK resident for tax purposes, are strongly advised to seek specialist advice on their own position, both in a relation to withholding tax and receipts from the SPV.

No Investors’ Compensation SchemeThe Investors Compensation Scheme as operated by the Financial Services Compensation Scheme in the United Kingdom is not available for claims relating to investment into the SPV.

>>

7

Procedures for the prevention of money laundering measures require each applicant to verify his/ her identity, and source of funds and wealth to the administrator. Applicants, depending on their status, will be required to provide the administrator with evidence of identity and source of funds and wealth; this is more particularly set out in the application form provided to applicants.

This obligation is absolute and the administrator will notify the supplicant if proof of identity in addition to that specified in the application form is required.

VERIFICATION

In accordance with the Money Laundering Regulations 2007, the syndicate managers will require verification of the identity of every potential investor and any authorised intermediary acting for a prospective investor. Any forms submitted must be completed in full, and the payment mechanism as detailed in the application forms, shareholders and subscription documentation must be adhered to strictly.

At its discretion however, the administrator may accept a money laundering certificate as evidence that the introducing advisor has diligently carried out the appropriate money laundering prevention checks, as detailed in the application process and is duly authorised to complete and sign off the required detail on the introducing advisers section of the application form.

REJECTION

Any potential investor not meeting the requirements will have their application rejected as we are under a legal duty to comply with the anti-Money Laundering Regulations.







investing.

Money laundering regulation and data protection

41

COMPLIANCE

All investors should complete the application forms fully and comply with the information/requirements stated therein.

DATA PROTECTION

The company and or the administrator may hold personal data relating to the past and present shareholders. Personal data may be retained on record after it is no longer used.

Such personal data is processed by the administrator to maintain the register of members and mailing lists, which may involve sharing such data with third parties when (a) affecting the payment of dividends and other moneys to shareholders and (b) filing returns of shareholders and their respective transactions in shares with statutory bodies and regulated authorities.

By becoming registered as a holder of shares in the company, a person becomes a data subject and is considered to have consented to the processing by the company, or the administrator of any personal data relating to them in the manner described above.

Any details or information submitted during the course of the application will be retained on a database at its registered office, under the provisions of the Data Protection Act 1998.

Project Kudos Limited

Malvern HouseNew Rd Solihull

B91 3DL

Tel: 0208 090 1874

Email: [email protected]

Web: www.projectkudosgroup.com

Issued June 2012

Documents

Tambaba Investment