interest per annum · 2014. 8. 26. · “bond”) issued by criticaleye investments plc....

Criticaleye Bond | 1

BOND INVITATION DOCUMENT

EARN 8% INTEREST

PER ANNUM


protections afforded to clients of Jamieson or for advising any such person in relation to the issue of the Criticaleye Bonds.

This Invitation Document does not constitute an offer of transferable securities to the public and accordingly this Invitation Document does not constitute a prospectus to which the Prospectus Rules of the Financial Conduct Authority apply. Therefore, this Invitation Document has not been approved by the Financial Conduct Authority or any other regulatory body. You should ensure that you read and understand all of this Invitation Document before applying for Criticaleye Bonds. If you are in any doubt whatsoever as to the contents of this Invitation Document, or whether subscribing for Criticaleye Bonds is a suitable investment for you, you should seek your own independent advice from an appropriately qualified advisor authorised under the Financial Services and Markets Act 2000, who specialises in advising on the acquisition of unlisted securities.

This Invitation Document does not constitute an offer to sell, or the solicitation of an offer to buy, Criticaleye Bonds in any jurisdiction in which such offer or solicitation is unlawful. Criticaleye Bonds have not been and will not be registered under the applicable securities laws of the United States or Canada and may not be offered or sold within the United States or Canada or to any national, resident or citizen of the United States or Canada. The distribution of this Invitation Document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this Invitation Document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION IF YOU WISH TO PARTICIPATE IN THE ISSUE OF THE CRITICALEYE BONDS

If you are in any doubt about the actions you should take, or the contents of this document, you should contact your stockbroker, solicitor, accountant, bank manager or other professional advisor authorised by the Financial Conduct Authority to conduct investment business and who specialises in advising on investments in bonds, shares and other securities including unlisted securities.

This document (the “Invitation Document”) constitutes an invitation to subscribe for bonds (“Criticaleye Bonds” or the “Bond”) issued by Criticaleye Investments plc. (“Criticaleye” or the “Company”) on the terms and conditions set out in this Invitation Document. Prospective investors should consider carefully whether an investment in Criticaleye Bonds is suitable for them in the light of their personal circumstances. Investors should not subscribe for any of the Criticaleye Bonds referred to in this Invitation Document except on the basis of the information published in this Invitation Document and the instrument dated 26 August 2014 constituting Criticaleye Bonds (the “Instrument”) the terms of which are set out on pages 22 to 31 of this Invitation Document. The information contained within this Invitation Document relates (except where the context otherwise requires) to Criticaleye (Europe) Limited, which is the parent company of Criticaleye Investments Plc, and its subsidiaries.

Investment in the Criticaleye Bonds involves certain risks. For a discussion of certain risk factors that should be considered in connection with an investment in the Criticaleye Bonds,

please see the section headed “Risk Factors” on pages 18 to 19 of this Invitation Document. The Criticaleye Bonds are an unsecured debt of the Company and they may not be a suitable investment for all recipients of this Invitation Document. There is no certainty or guarantee that the Company (or Criticaleye (Europe) Limited, as guarantor of the Criticaleye Bonds) will be able to repay them. Criticaleye Bonds are not transferable or negotiable on the capital markets and no application is to be made for Criticaleye Bonds to be admitted to listing or trading on any market. Investment in an unquoted security of this nature, being an illiquid investment, is speculative and involves a degree of risk. It will not be possible to sell or realise Criticaleye Bonds before they mature, or to obtain reliable information about the risks to which they are exposed. Criticaleye Bonds are not shares and do not confer any equity interest or voting rights in the Company or any member of its group. The Criticaleye Bonds are not protected from loss by the Financial Services Compensation Scheme.

This Invitation Document, which is a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”), is issued by the Company which accepts responsibility for the information contained herein. This Invitation Document has been approved as a financial promotion for UK publication by Jamieson Corporate Finance LLP of Pegasus House, 37-43 Sackville Street, London W1S 3EH (“Jamieson”), which is authorised by the Financial Conduct Authority to conduct investment business. Jamieson is registered on the Financial Conduct Authority’s Register with registered number 402740. Jamieson is acting exclusively for Criticaleye (Europe) Limited in connection with the issue of the Criticaleye Bonds. Jamieson will not regard any other person as its client or be responsible to any other person for providing the

Important Information


CONTENTSImportant Information 2 1. Foreword 4

2. Introduction to Criticaleye 6 3. Bond Summary 7

4. Criticaleye 84.1 History 84.2 Leadership Team 104.3 Financial Performance 114.4 Growth Plans 12

5. About the Bond 145.1 The Opportunity 145.2 How to Apply 15

6. FAQs 16

7. Risk Factors 18

8. Legal Information 208.1 Terms & Conditions 208.2 Bond Instrument 22


to invest in our Criticaleye Bond, offering 8% gross interest per annum for a minimum of three years. The Bond issue will help us execute our growth plans both in the UK and Asia and to expand our group functions, creating over 35 new jobs and continuing to build our global brand. We would like to invite members and friends of the Criticaleye community, who would like to invest multiples of £10,000 to apply.

I know from all of the positive comments I receive from our members how invaluable the community’s support for Chairmen, CEOs and Senior Executives is. As such, I would like to be able to offer the Criticaleye experience to as many executives as possible.

I am very proud of the unique business that we have built to date and look forward to a very bright and successful future.

Thank you,

Since we created Criticaleye in 2003, it has

grown from a movement into a cause, transforming into a very exciting and dynamic business. At our and the company’s heart, we remain a vibrant and

robust community, with the power of relationships at the core of our past, present and future.

We are regularly reminded by our members of the impact we have on their (and their companies’) growth and progression through, for example, great results, innovations or in their personal career development (eg. through appointment as a Chairman). Our service based culture is a key reason the company has doubled turnover and EBITDA in the last three years.

We constantly reinvest to ensure we continue to innovate and extend the breadth of the services we provide. Since September 2013, we have been putting in place the foundations, in particular the processes and systems, needed for the next stage of the company’s journey. I am now

confident that, with this new Bond investment, the next phase of our growth will be a success.

We have been establishing a presence in Asia for the last 18 months and, over the next year, expect to complete the preparatory work to ensure we have a thriving Asian practice. Our partnership with CEIBS, China’s leading business school, in the delivery of our first Asian CEO Retreat, is a demonstration of the impact our brand is having in the region as well as highlighting its huge potential.

At our recent CEO Retreat in May 2014, we brought together individuals collectively responsible for £196bn of turnover for their organisations. Furthermore, the work we have been carrying out to build specific board programmes is at an exciting phase with our IPO Readiness and Women in Leadership programmes launching later in the year. This brings me to our future plans.

To help us in our next stage of development, I would like to present you with the opportunity

1. Foreword


We currently have 38 FTSE 100 companies represented at Criticaleye and our membership base has more than doubled in size since 2010.


Founded in 2003, Criticaleye is a membership based community of leaders and leadership teams from publicly listed, private and

public sector organisations. We have established a network that creates opportunities to share expertise and foster business relationships. Our community includes many business owners, CEOs and FTSE 100 senior directors, as well as professional advisors and leading academics.

Our expertise and knowledge of leadership issues ensures that members receive a bespoke Criticaleye experience, designed around the following foundations of the Criticaleye offering: 1) Building knowledge2) Creating alignment and accountability3) Developing capability4) Enhancing performanceOur in-house relationship managers, board mentors (an elite group of individuals in their respective portfolio careers), thought leaders (a members’ faculty we have assembled comprising globally acclaimed academics) and advisory partners provide bespoke support for our core community of CEOs, Chairmen, Non-executive Directors and Senior Executives.

Our members are curious and collaborative and bring as much to the table as they take from it. Mixing our members’ curiosity with Criticaleye’s passion for providing unparalleled service and networking opportunities creates a powerful combination of support, development and progression for all involved.

Criticaleye Service Offering

Events Programme

Strategic Introductions

Global Leadership Content

Executive Retreats

Relationship Management

MentoringBespoke Objectives Document

VALUE DRIVERS

Dial-ins & Conference Calls

Profile & Visibility

2. Introduction to Criticaleye


This document invites you to invest in a three-year bond to facilitate funding for the next phase of growth for Criticaleye.

The terms of the Bond and information on our growth plans are outlined later in this document but, in brief, Criticaleye Bonds offer you the opportunity to support a successful membership based community while earning a fixed rate of interest.

Criticaleye Bondholders will earn gross interest of 8.0% per annum paid semi-annually. The minimum investment is £10,000, and subscriptions may be made in multiples of £10,000 thereafter.

Criticaleye (Europe) Ltd has guaranteed to satisfy the payment obligations of the Company. Criticaleye Bonds will be issued by Criticaleye Investments plc, which is a wholly owned subsidiary of Criticaleye (Europe) Ltd.

Applications are open until 31 October 2014, or until the target of £2 million investment has been reached, whichever is sooner. The Board will have ultimate discretion on the allocation of the Bond subscriptions.

3. Bond Summary

> £2m Bond

> 8% gross interest per annum

> Three-year initial term

> Open to subscriptions of £10,000 or multiples thereof

> Non-transferable

> Applications open 26 August 2014


4.1 HISTORY

2003 – Laying the foundations Criticaleye was founded to address the lack of opportunities for top executives to interact freely outside their respective sector or discipline. We believe that collaboration and experiential learning are key to effective leadership, and our founders, with their own funds, set out to establish a boardroom community that could support leaders across industry sectors, to resolve their business issues and develop relationships in a trustworthy environment. To this day, the majority of Criticaleye’s shares are held by its management team.

2008 – Staying the course After steadily building the community and the business’ various component parts, we rebranded the company and built a bespoke interactive website housing our growing library of content.

Through the economic downturn, we continued developing our high levels of service and achieved 47% turnover growth in 2008, with a further 13% turnover growth in 2009 despite the difficult economic conditions.

2010 – Forging new connections In 2010 we established our own members’ faculty in order to service the needs of our members and to forge more productive and practical links amongst our community. The members’ faculty is a group of globally acclaimed thought leaders and leading academics who share their expertise with the membership community. This group now comprises 45 leading academics from 28 schools in 14 countries across four continents; 17 members are Deans or the leaders of their organisations; 13 have been included in the recent Thinkers50 listings of the world’s top business thinkers, and 11 out of the top 20 schools in the FT Global MBA Rankings 2014 are represented.

4. Criticaleye

Photograph taken at Criticaleye’s 2014 Divisional CEO Retreat, Coworth Park

Fast forward to 2014...Content available on the website includes 1239 Videos, 2013 Articles and contributed to the 1,205,576 clicks on our site for 2013/14.


59%CEO & C-suite

21%Chair/NED

20%Other Senior Executives

Membership Breakdown2013 – Asia opening Following our successful development in the UK, we took the decision to extend our reach into Asia, opening an office in Hong Kong to service the region. Like the UK, there is a thirst for knowledge and peer interaction in Asia. The increasing globalisation of business and increasing Asian investment in Europe make us well placed to grow our global membership based community. We have our first Retreat event in Hong Kong in November 2014.

2014 – Board programmes Since March 2014 we have invested significant resources in the development of a series of executive team-based programmes. The programmes are set to extend the value of membership beyond the individual executive into the Board thus increasing the return we can generate for our members and their organisations. We will be launching our IPO Readiness programme in September 2014 and envisage a number of other programmes to be in place by January 2015.

The future The Criticaleye Bond is all about the future. Investments in our UK operations, our technology and our operations in Asia will further increase the quality of and relevance of our community and accelerate our growth. Work has already commenced in preparation for the investment to lay the foundations for the bright future of a company that has been steadily growing its turnover and membership for 10 years.

Year-on-year Turnover Growth Summary

2006

3.5m

Turn

over

£

0

41%

2007

54%

2008

47%

2009

13%

2010

16%

2011

25%

2012

43%

2013

19%

2014

23%


David’s involvement with Criticaleye began in 2008 prior to his appointment as Chairman in October 2009. David spent

five years as Group Finance Director of Somerfield, originally when it was a listed company and then under private equity ownership prior to its sale to the Co-op in February 2009.

Matthew’s extensive experiences setting up businesses, advising firms on strategy and corporate

development and sourcing senior executives for boards have shaped his role as CEO. His acute understanding of the challenges facing today’s leaders means he is well positioned to understand the needs of individuals in these roles.

4.2 LEADERSHIP TEAM

Andrew is responsible for the creation and management of all content generated by and for the Criticaleye

community. He is also Chairman of Criticaleye’s membership approval panel and is responsible for establishing and maintaining Criticaleye’s relationships with advisory partners and harnessing the involvement of Criticaleye’s thought leaders.

Charlie leads the Corporate division of Criticaleye. He has overall responsibility for a team that manages relationships with

existing and new members across the FTSE 100 market, Fortune 500 and other large multi-national companies.

Jamie joined Criticaleye’s executive team in 2007 and was appointed to the Board in 2010. Jamie is responsible for all aspects

of the Criticaleye brand, marketing communications, events and the website.

Joan joined the Criticaleye team soon after the organisation was founded and is part of the executive team.

Joan is responsible for all aspects of finance within the business.

Michael is responsible for managing the start-up and expansion of Criticaleye in Asia. Having previously held relationship

management positions with Criticaleye in the UK since 2010, he is now based in Hong Kong.

Tom is a member of the Criticaleye executive team and serves as Vice Chair of the membership approval panel. Tom leads the UK Listed

Companies division of Criticaleye. He has overall responsibility for a team that manages relationships with existing and new members across the FTSE250, small cap and AIM markets.

Marc joined Criticaleye in 2011 and is part of the executive team. Marc is responsible for

the editorial team that generates content for the community. He personally specialises in writing about entrepreneurship, small caps, private equity, mid-market M&A, accountancy and small businesses.

DAVID CHEYNE> Chairman

JOAN GOUDIE> Head of Finance

MARC BARBER> Editor

MATTHEW BLAGG> Founder & CEO

CHARLIE WAGSTAFF> Founder and Managing

Director, Corporate

ANDREW MINTON> Founder and

Managing Editor

JAMIE DAVID> Marketing &

Innovation Director

TOM BEEDHAM> Head of UK

Listed Companies

MICHAEL CROMPTON> General Manager, Asia

A full management team is in place to oversee the growth of the business.


Between 2010 and 2014 Membership income CAGR of 27.5% Criticaleye (Asia) Ltd. was formed in 2013 EBITDA margin rose from 14% in 2010 to 19% in 2014

Criticaleye began trading in 2003 and, over the course of the subsequent decade, has grown steadily each year. In the year to 31 May 2014 it delivered turnover and EBITDA of £3.3m and £0.6m respectively. A summary of the five year financial history of Criticaleye is shown below. The financial information presented relates to Criticaleye (Europe) Limited.

4.3 FINANCIAL PERFORMANCE

2010 2011 2012 2013 2014*Turnover 1,277 1,595 2,285 2,719 3,341Cost of Sales (232) (282) (413) (483) (690)Gross Profit 1,045 1,313 1,872 2,236 2,651Overheads (872) (1,034) (1,478) (1,767) (2,027)EBITDA 173 279 394 469 624

2010 2011 2012 2013 2014*Fixed Assets 450 504 640 842 921Current Assets 439 524 829 762 946Current Liabilities (489) (581) (602) (699) (863)Long-term Liabilities (42) (8) (146) (79) 0Net Assets 358 439 721 826 1,004

2010

1,277

Turnover EBITDA

1,5952,285

2,7193,341

2011 2012 2013 2014*

173 279

394 469

624

* Accounts for the year to 31.05.2014 are unaudited



Turnover and EBITDA 2010-2014 (£’000s)

Turnover CAGR 2010-2014 27.2%

Balance Sheet in £000s

Profit and loss account in £000s

Current Borrowings The company has a bank loan from HSBC, of which the remaining balance at 31.05.2014 is £62,500 plus interest. This has a monthly capital repayment of £6,945.


Our vision is to maintain a safe and trusted environment in which leaders can truly collaborate to share knowledge, solve problems and gain perspective on a diverse range of business issues. The Bond funding will enable investment in a number of key areas that are identified below:

1) UK EXPANSION

Team Development Plans are underway to hire more than 35 additional staff in the UK. Additional resource is being added to group functions, including Editorial and Marketing, followed by further recruitment in Sales and Relationship Manager positions early in 2015. As we grow, it is important that we implement a training and development programme across the group, ensuring that our service culture and technical competencies are world class.

With the appointment of additional specialised marketing skills, we will have capacity to launch various marketing campaigns that will support and accelerate our growth plans. Included in

this will be the roll-out of our IPO Readiness and Women in Leadership programmes. Investing in staff is critical to ensure we are able to continue to provide the high standards of service our members have enjoyed and have come to expect over the last decade.

Head Office Following the expiry of our existing lease in December 2014, we intend to move to a more centrally located London office that reflects the values of the company and provides capacity for additional staff as noted above. Our new office will assist us in attracting top talent to the company, which should increase productivity and in turn, improve the profitability of the company.

2) TECHNOLOGY

Global Leadership Portal Our website continues to be a key marketing and membership exchange channel as well as an integrated CRM system.

The next stage of the website development includes simplification to: improve site navigation, enable more online collaboration within the community, improve the integration of our communication channels and develop full mobile functionality.

Additionaly, there are plans to upgrade our bespoke member management system to support our team and board mentors more effectively in their delivery of services to our members.

Infrastructure Upgrading our technology platform will enable more effective and quicker communication amongst the Criticaleye team as well as facilitate remote working for a more efficient and productive working environment.

4.4 GROWTH PLANS


Board Mentors To provide the same level of support we have for members in the UK, it is vital that we recruit and train local board mentors to act as sounding boards for members in Asia.

Marketing Investment is required in a number of areas of marketing, from data acquisition through to specific targeted campaigns to strengthen our brand position in the region.

Staff Recruitment Increasing our resources both in the region and in the UK that are 100% dedicated to our Asian expansion plan is necessary to achieve membership community growth in Asia.

3) ASIA EXPANSION

We are substantially through the build phase in Asia and now require certain investments to be made in the following areas to broaden our offering and enhance our services:

Events Programme Investment will be made in a structured annual events programme, with our November Asian Retreat acting as our Blue Riband event.

Photograph taken at Criticaleye’s 2014 HRD Retreat, The VineyardPhotograph taken at Criticaleye’s 2013 PE Retreat, Stoke Park


given of the intention to redeem the Bonds. Subject therefore to the Company’s right to repay the Bonds at any time, Bondholders may choose to continue to hold the Bonds beyond the initial three-year fixed term and continue to receive interest at 8% per annum.

Upon redemption, Bondholders will receive the full amount of their investment, together with any accrued interest due but not yet paid.

5.1 THE OPPORTUNITY

The Criticaleye Bond will pay a fixed rate of 8% interest per annum for the three-year term of the Bond. Interest will be paid to Bondholders every six months. Basic rate income tax (currently 20%) will be deducted from each interest payment made to individuals and paid directly to HM Revenue & Customs. The gross returns to Bondholders for a selection of investment amounts are summarised below.

Investments are invited starting from £10,000 and thereafter in multiples of £10,000.

The Bonds will be unsecured corporate bonds issued by Criticaleye Investments plc. Bondholders may redeem their Bonds on the initial redemption date at the end of the three-year term, or on any subsequent anniversary of that date. In all instances six months’ notice must be

5. About the Bond

Bond Amount Gross Interest per annum Net Interest per annum Total Gross Interest over 3 years

£10,000 £800 £640 £2,400

£50,000 £4,000 £3,200 £12,000

£100,000 £8,000 £6,400 £24,000

£250,000 £20,000 £16,000 £60,000


All Applications must be returned by post to Criticaleye (Europe) Ltd, 20- 21 The Bakehouse, Bakery Place, 119 Altenburg Gardens, London, SW11 1JQ, to be received no later than 5:00pm on 31 October 2014. Please note that Application payments will be received by Criticaleye (Europe) Limited for and on behalf of Criticaleye Investments plc. Cheques received in respect of Applications will be cashed on receipt.

Please note that the decision to accept your Application, in whole or in part, is at the sole and unreserved discretion of the Company. We will inform you in writing if your Application has been successful, in whole or in part in the week commencing 3 November 2014. In the event that your Application has been successful, we will send you a Criticaleye bond certificate (“Certificate”) in respect of bonds that have been issued to you together with that notification or within 7 days following that notification.

If your Application is successful in respect of only some of the Criticaleye Bonds you applied for, a cheque for the balance of the amount of your Application (without interest) will be sent to you together with your Certificate at your risk.

If your Application is not successful or if, for any reason, a decision is taken not to issue any Criticaleye Bonds, a refund to your bank account or a cheque for the amount of your application (depending upon how your original payment was made) will be returned to you by 14 November 2014 without interest and at your risk.

The Company and Guarantor does not accept liability for any inaccuracies in your Application or for any late or failed delivery of your Application form.

If, after carefully reading this Invitation Document and the Bond Instrument, you wish to make a Criticaleye Bond application (“Application”) then please download and complete an Application form, which can be found at www.criticaleye.net/bond. Please note that:

If you are applying to subscribe for Criticaleye Bonds you may make payment by:

(i) attaching a cheque to your Application in sterling, for the full amount payable in respect of your Application, drawn on a bank account of a bank or building society in the UK, the Channel Islands or the Isle of Man, on which you are named, made payable to “Criticaleye (Europe) Limited” and crossed “account payee only”; or

(ii) arranging for a bank transfer to be made to the following account;

Bank HSBC Bank PlcSort Code 40-05-30Account Number 04159381IBAN GB92MIDL40053004159381BIC MIDLGB2141W

Important Notice: When making a payment in this way please ensure that you include your full name in the payment instruction.

5.2 HOW TO APPLY


What is the rate of return? The gross rate of return is fixed at 8% per annum for the duration of the Bond, which gives the investees a rate of return which is currently significantly better than that which can be earned by leaving cash on deposit with the UK high street banks.

When and how will I receive my interest payments? Your interest payments will be paid to you at six-monthly intervals and will be calculated from the date of issue of the Bond certificate, with the first payment on 30 April 2015.

Can I withdraw my money prior to the end of the three-year fixed term? No. Criticaleye Bonds are taken out for a fixed three-year period and therefore cannot be redeemed early by the Bondholder.

How do I redeem my Criticaleye Bonds? In order to redeem your Bonds you must complete the form printed on the back of your Certificate and ensure that we have received it six months in advance of the initial redemption date at the end of the three-year fixed term period. If you choose not to redeem your Bonds at the end of the three-year fixed period then the Bonds may be redeemed on each subsequent anniversary of the initial redemption date or at any time at the Company’s discretion.

Can I sell or transfer my Bonds to someone else? No. Criticaleye Bonds are not transferable and cannot be sold or traded. Criticaleye Bonds may only be redeemed by the original Bondholder.

What will the money be used for? The proceeds of the Criticaleye Bond issue will be used to provide the capital to expand our team in the UK, invest in technology and grow the business in Asia.

Why are you issuing Criticaleye Bonds rather than borrowing from the banks? The business has achieved substantial growth over the past five years. Our aim with the Criticaleye Bond is to enable the individuals within the community to benefit from the future growth of the business.

What is the minimum investment I can make? We have set the minimum investment at £10,000 per applicant. Applications may be made in multiples of £10,000 thereafter.

Can I pay for the Criticaleye bonds in instalments? No. Bonds must be paid for in full upon application either by bank transfer or by cheque. Full details of how to do this are on the application form. If paying by bank transfer, the money will be taken out of your account immediately. If you pay by cheque, all cheques will be cashed immediately upon receipt of your completed Criticaleye Bonds Application Form.

Who can apply for Criticaleye Bonds? Anyone can apply for Criticaleye Bonds, but preference will be given to those who are part of the Criticaleye community. Applications from SIPPS, companies, charities and trusts will also be considered.

6. FAQs


As a Bondholder, what information will I receive on the future performance of Criticaleye? All Bondholders will, on an annual basis, receive a copy of the consolidated Criticaleye Group accounts when they are filed at Companies House, commencing with accounts for the year ending 31 May 2015.

What happens if I die while I am a Bondholder? Criticaleye Bonds are redeemable at the option of the executors or administrators of your estate with the cash value and accrued interest forming part of your estate. In these circumstances we would aim to repay the Bond at the earliest time possible.

Would holding Criticaleye Bonds mean that I have shares in the Company? No. Criticaleye Bonds represent a loan to the Company for a fixed period of time with a fixed rate of interest and the Bondholder does not have an ownership in the Company. They do not represent shares in the Company and are not convertible into shares in the Company.

What is the tax position for individual Bondholders? Payment of interest to UK tax resident individuals is subject to withholding tax at the UK basic rate of income tax (currently 20%). Therefore, we will deduct basic rate tax from every interest payment and pay it direct to HM Revenue & Customs (“HMRC”). If you are a basic rate UK tax resident individual, there should be no further tax liability in respect of the interest paid on the Criticaleye Bond. If you are a higher rate or additional rate UK tax resident individual, you may be liable for further tax on the interest received. For non-UK taxpayers, your interest payments will still be paid to you after deduction of basic rate income tax and a tax certificate will be issued by the Company to all Bondholders annually. You will then be responsible for reclaiming any income tax that has been paid to HMRC on your behalf.

What is the UK tax position for corporate investors or charities? Provided you are a corporate investor resident in the UK for corporation tax purposes, that is beneficially entitled to the interest income and the Company has not received a direction from HMRC to withhold tax, you will receive gross interest payments, as we will not withhold tax at source from the interest paid. You will have to pay UK corporation tax on the interest you receive at the corporation tax rate applicable to your company, according to its profits and status. If you are a charity resident in the UK for corporation tax purposes, you will receive gross interest on which you may not be liable to pay UK tax.

Should I discuss this with a financial advisor? The paragraphs above, regarding the UK tax position for Bondholders, are generally summaries that only relate to certain limited aspects of UK taxation and are based on current UK law and HMRC published practice.We strongly recommend that you do seek the advice of a financial advisor.

What happens if the Bond issue is oversubscribed? Applications will be accepted at the Board’s discretion, generally on a first-come, first-served basis and the issue will be closed when total Bond applications for £2,000,000 are received. Applications received after the issue has closed may or may not be accepted and, if not accepted, all monies will be repaid within 10 working days of the date the issue is closed. No interest will be paid on returned application monies.

I would like to apply – what do I do now? If, after carefully reading this Invitation Document and the Bond Instrument, you wish to make an application for Criticaleye Bonds then please download and complete an application form, which can be found at www.criticaleye.net/bond which includes all payment details.


Liquid investment Investment in an unquoted security of this nature is speculative, involving a degree of risk. It will not be possible to sell or realise the Criticaleye Bonds until they are repaid by the Company, or to obtain reliable information about the risks to which they are exposed.

No certainty of repayment Criticaleye Bonds are an unsecured debt of the Company and will rank pari passu with all future unsecured debts of the Company. There is no certainty or guarantee that the Company or the Guarantor will be able to repay them. If the Company and/or the Guarantor were to become insolvent, there is a risk that (a) some or all of the nominal value of the Criticaleye Bonds will not be redeemed, and (b) some or all of the return due on the Criticaleye Bonds will not be paid.

Macro-economic deterioration A downturn in the macro-economic environment of the business’ core market might negatively affect the demand for services, thereby limiting the business’ ability to continue growing turnover.

No Financial Services Compensation Scheme Criticaleye Bonds are not covered by the Financial Services Compensation Scheme.

In addition to the other relevant information set out in this document, the following specific factors should be considered carefully when evaluating

whether to make an investment in Criticaleye Bonds. If you are in any doubt about the contents of this document or the action you should take, it is strongly recommended that you consult a professional advisor authorised under the FSMA who specialises in advising on investment in bonds, shares and other securities. The directors of Criticaleye (the “Directors”) believe the following risks to be the most significant for potential investors. The risks listed, however, do not necessarily comprise all those associated with an investment in the Criticaleye Bonds issued by the Company and are not intended to be presented in any assumed order of priority. In particular, the Company’s performance may be affected by changes in legal, regulatory and tax requirements in the UK, as well as overall global financial conditions. In this section, “business” means the activities carried out by Criticaleye (Europe) Limited and it’s subsidiaries under the trading/business name “Criticaleye” as described in this Invitation Document.

Not suitable for all readers of this document Criticaleye Bonds may not be a suitable investment for all reviewers of this Invitation Document or the Instrument.

Non-transferable status Criticaleye Bonds are not transferable or negotiable on the capital markets and no application is to be made for Criticaleye Bonds to be admitted to listing or trading on any market.

7. Risk Factors


as to the tax consequences of their acquiring, owning or disposing of any Criticaleye Bonds issued by the Company and neither the Company nor the Directors will be responsible for any tax consequences for any such investors.

The foregoing factors are not exhaustive and do not purport to be a complete explanation of all the risks and significant considerations involved in investing in the Criticaleye Bonds issued by the Company. Accordingly and as noted above, additional risks and uncertainties not presently known to the Directors, or that the Directors currently deem immaterial, may also have an adverse effect on the business and its prospects.

Key personnel In common with many smaller businesses, the business faces a range of key man issues/risks, to include, but not limited to, the expenses associated with the replacement of any employee considered to be key to the business should this be necessary.

Market Dynamics Changes in market dynamics may adversely impact the growth prospects and performance of the business.

International growth The roll-out of the Criticaleye brand in markets outside of the UK carries inherent risk and uncertainty.

Recruitment The ability to implement the roll-out in Asia and the continued growth in Europe, described in this Invitation Document assumes that the business will be able to successfully recruit adequately skilled and experienced staff.

Renegotiation, termination or expiry of leases The business operates exclusively from leasehold properties. The agreements governing the leasing of these properties may need to be renegotiated (resulting in less favourable terms), may be terminated or may expire. The business’ continued operation assumes successful renegotiation (where necessary) or replacement of, any terminated or expired leases.

Investors should seek their own tax advice Investors should take their own tax advice as to the consequences of owning Criticaleye Bonds issued by the Company as well as receiving returns from them. No representation or warranty, express or implied, is given to investors

Photograph taken at Criticaleye’s 2013 PE Retreat, Stoke Park


(b) you are not relying on any member of the Criticaleye Group, or Jamieson, to advise whether or not the Criticaleye Bonds are a suitable investment for you;

(c) that you are either (i) resident in the United Kingdom, are a

natural person, and are 18 years old or more at the date of submitting your Application; or (ii) are a company or trust which is resident in the United Kingdom for corporation tax purposes and which is not prevented by the laws of its jurisdiction or place of incorporation from applying for, or holding, Criticaleye Bonds;

(d) you are entitled to make your Application, and to be issued with

Criticaleye Bonds in respect thereof, under the laws and rules of any governmental bodies located in any jurisdiction which applies to you;

(e) you are aware that it is open to you to seek advice from someone

who specialises in advising on investments; (f) you are not entitled to be paid any commission in relation to

your Application; (g) all certificates, documents and monies sent to you by or on behalf

of the Company, or any documents or money you send to the Company are sent at your risk;

8.1 TERMS & CONDITIONS

This Invitation Document, your Application (as defined below) and/or your participation in the Criticaleye Bonds, is at all times conditional upon and subject to: 1. The Company having accepted your Application in whole or in part. Upon receipt of your Application, such Application will be irrevocable and not be capable of being terminated or rescinded by you. By making your Application, you will be agreeing to the terms and conditions contained in this Invitation Document and the Instrument. In particular, by making your Application, you will be deemed to warrant, represent, acknowledge and confirm: (a) that you are not relying on any information given or any representations,

warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by any member of the Criticaleye Group in relation to the Criticaleye Group or any member of the Criticaleye Group other than as contained in this Invitation Document and the Instrument and that, accordingly, no member of the Criticaleye Group, or their respective directors, officers, agents, employees or advisors or any person acting on behalf of any of them shall have any responsibility for any such other information or representation (express or implied);

8. Legal Information


(q) the Criticaleye Bonds issued by the Company will be identical in all respects to all other Criticaleye Bonds created by the Instrument SAVE ONLY for the alternative values offered and the differing interest return pertaining thereto.

Nothing in this Invitation Document, the Instrument or your Application is intended to, nor will it, restrict the Company’s liability for fraud. MONEY LAUNDERING It is also a term of your Application that, to ensure compliance with the Money Laundering Regulations 2007 (as amended), the Company may, in its absolute discretion, require verification of your identity to the extent that you have not already provided the same. Pending the provision of evidence of identity, Criticaleye Bonds applied for by you hereunder may not be issued at the absolute discretion of the Company. If within a reasonable time after a request for verification of identity, satisfactory evidence has not been supplied, the Company may, in its absolute discretion, terminate your Application in which event your subscription will be returned to you without interest and at your risk. PAYMENT If you decide to make an Application, you undertake to the Company that you will pay for such Criticaleye Bonds on acceptance of your Application. JURISDICTION The making of Applications, acceptances of Applications and contracts resulting therefrom under this Invitation Document shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

(h) neither you, nor any funds under your management, are engaged in money laundering;

(i) you are making your Application on your own behalf and for no

other person; (j) your Application is in English and the Criticaleye Group will only write

and communicate with you in English; (k) any monies returnable to you may be retained by the Company pending

clearance of any cheque presented by you and such monies will not bear interest;

(l) you acknowledge that the Company may, in its absolute discretion,

reject in whole or in part or scale down your Application; (m) you have no access to any out-of-court complaint or redress

mechanism in relation to your Application; (n) if applicable, the cheque provided by you in respect of your Criticaleye

Bonds subscription will be honoured on first presentation; (o) the Company, its representative members, directors, officers, agents,

employees or advisors will rely upon the truth and accuracy of the confirmations, acknowledgements and representations contained in this Invitation Document and the Application;

(p) the Company accepts no liability for any inaccuracies in your

Application or for any late or failed delivery of your Application; and


“Certificate” a certificate evidencing title to the Criticaleye Bonds substantially in the form set out in the Schedule;

“Closure Date” 31 October 2014;

“Commencement Date” the date on which the Criticaleye Bonds are first issued;

“Criticaleye Bonds” the non-convertible and non-transferable bonds issued pursuant to the terms of this Instrument;

“Default Event” has the meaning given to that term in Clause 6.1; “Directors” the board of directors of the Company from time to time;

“Group” a company which is from time to time a parent undertaking or a subsidiary undertaking of the Company or a subsidiary undertaking of any such parent undertaking, and the terms “parent undertaking” and “subsidiary undertaking” shall have the meanings as set out in the Companies Act 2006;

“Instrument” this instrument; “Interest Period” means each period of 6 months ending on 30 April

and 31 October in each year save that the first Interest

8.2 BOND INSTRUMENT

THIS INSTRUMENT is made by way of Deed Poll on 26 August 2014 BY Criticaleye Investments plc. (Registered Number: 09144633) whose registered office is at 3rd Floor, 147 Fleet Street, London, EC4A 3EA, United Kingdom (the “Company”); and

Criticaleye (Europe) Limited (Registered Number: 04623196) whose registered office is at 3rd Floor, 147 Fleet Street, London, EC4A 3EA, United Kingdom (the “Guarantor”).

TERMS 1. DEFINITIONS AND INTERPRETATION1.1 The following words have these meanings in this Instrument unless

a contrary intention appears: “Aggregate Nominal Amount” in respect of the Criticaleye Bonds in

issue at any time, the aggregate principal amount of the Criticaleye Bonds outstanding at that time and/or all accrued interest thereon;

“Bondholder or Bondholders” the person(s) from time to time

entered in the Register as the holders of the Criticaleye Bonds; “Business Day” a day other than a Saturday or a Sunday on which

banks are open for business in London;


“Schedule” means the schedule to this Instrument;

1.2 In this Instrument, unless the contrary intention appears; (a) the singular includes the plural and vice versa and any gender

includes the other gender; (b) ‘person’ unless the context otherwise requires includes a natural

person, a firm, a partnership, a body corporate, an unincorporated association or body, a state or agency of state, trust or foundation (whether or not having separate legal personality);

(c) a reference to a particular law is a reference to it as it is in force for the

time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it;

(d) the headings in this Instrument are inserted for convenience only

and shall not affect its construction;

(e) where a period of time is expressed to be calculated from or after a specified day that day is included in the period;

(f) a reference to “repayment”, “redeemed” or “repaid” means the date on which all the outstanding principal and accrued interest on all the outstanding Criticaleye Bonds is repaid; and

(g) the Schedule to this Instrument forms part of (and is incorporated into)

this Instrument.

Period shall be the period beginning on the Commencement Date and ending on the next following 30 April;

“Interest Record Date” the last day of each Interest Period;

“Interest Payment Date” the date of payment of interest, being fifteen (15) Business Days after the corresponding Interest Record Date;

“Interest Rate” is 8% (eight per cent.) per annum; “Notice of Redemption” a notice as detailed on the reverse of

the Certificate; “Recognised Investment Exchange” has the meaning ascribed to that

term in section 285 of the Financial Services and Markets Act 2000; “Register” the register of Bondholders maintained by the Company as

provided for in Clause 11; “Registered Office” the registered office of the Company from

time to time;

“Repayment Date” subject to pre-payment by the Company in accordance with the terms of this Instrument, at the option of the Bondholder the later of (i) the third anniversary of the Commencement Date, and (ii) any subsequent anniversary of the Commencement Date (or if such date does not fall on a Business Day, the next Business Day) provided that the Bondholder has completed a Notice of Redemption six months prior to the relevant repayment date in accordance with Clause 4.1;


3. INTEREST 3.1 Interest is payable on the principal amount outstanding under

the Criticaleye Bonds from the Commencement Date until the date of redemption and will be calculated on the basis of a 365-day year (or, in the case of a leap year, a 366-day year).

3.2 Interest accrues from day to day at the Interest Rate and is payable to the Bondholders in cash by half-yearly payments in arrears on each Interest Payment Date until the Criticaleye Bonds are repaid under the terms of this Instrument.

3.3 Bondholders shall be paid interest at the Interest Rate, such sum to be paid to the relevant Bondholders by the Company on the relevant Interest Payment Date, net of any withholding required by law.

4. REDEMPTION OF CRITICALEYE BONDS 4.1 All Criticaleye Bonds not previously repaid (in whole or in part)

before the Repayment Date will be redeemed by the Company on the Repayment Date, at par, together with unpaid interest accrued up to and including the date of redemption, provided that the Bondholder completes the Notice of Redemption on the reverse of the Certificate and returns the same to the Company in accordance with the instructions printed thereon so as to be received by the Company at least six months prior to the relevant Repayment Date.

2. AMOUNT AND STATUS OF CRITICALEYE BONDS 2.1 The aggregate principal amount of the Criticaleye

Bonds is limited to £2,000,000. 2.2 There is no limit on the maximum amount of Criticaleye

Bonds that can be issued to an individual Bondholder.

2.3 Save with the consent of the Criticaleye Board, the minimum amount of Criticaleye Bonds that a person may apply for is £10,000. Thereafter the Criticaleye Bonds shall only be capable of being issued in multiples of £10,000 in nominal amount, subject always to the maximum aggregate principal amount limit set out in Clause 2.1 above.

2.4 Criticaleye Bonds shall not be issued or registered in the names of more than one Bondholder per application.

2.5 Subject to this Instrument and the Schedule, the whole of the Criticaleye Bonds as and when issued shall rank pari passu equally and rateably without discrimination or preference.

2.6 The Criticaleye Bonds shall not be capable of being transferred by

the Bondholder or by the Company and shall not be capable of being dealt in or negotiated on any stock exchange or other recognised or capital market in the United Kingdom or elsewhere and no application has been or will be made to any Recognised Investment Exchange for the listing of, or for permission to deal in, the Criticaleye Bonds.


regardless of whether the Repayment Date has passed or not.

6. DEFAULT EVENTS 6.1 Notwithstanding Clause 4 and Clause 5 and subject to Clause 6.2, all

outstanding Criticaleye Bonds shall become immediately repayable, at the option of a Bondholder, at par, together with all accrued interest up to and including the date of redemption, on the happening of any of the following events (each a “Default Event”): (a) an order is made or an effective resolution passed for winding-up or liquidation of the Company (otherwise than for the purposes of or in the course of a solvent re-organisation, reconstruction or amalgamation); or (b) an encumbrancer has taken possession of or if a receiver, administrative receiver, liquidator, judicial factor or other similar officer is appointed to take possession of the whole or any material part of the property or undertaking of the Company and in any such case is not discharged, withdrawn or removed within 14 days of possession being taken or an appointment being made provided that at all times during such period the Company is contesting such possession or appointment in good faith and diligently; or (c) any administration order or any administration application has been made in respect of the Company; or (d) any procedure or step analogous to the events set out in Clause 6.1(a) to (c) inclusive is taken in any jurisdiction.

6.2 The Company will use reasonable endeavours to give notice to the Bondholders of the happening of any Default Event within ten (10) Business Days upon becoming aware of the same. If any Bondholder shall waive in writing its right of repayment of the Aggregate Nominal Amount due to it, the Criticaleye Bonds held by such Bondholder shall remain outstanding.

4.2 All payments of principal and interest in respect of the Criticaleye Bonds by or on behalf of the Company shall be made at the Bondholder’s risk: (a) either by cheque or by bank transfer in favour of the Bondholder. If such payment is to be made by cheque, it shall be sent at the Bondholder’s risk to the address notified to the Company for such purpose in writing by the Bondholder from time to time; and (b) free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed, unless such withholding or deduction is required by law. In that event, the Company shall make such withholding or deduction and shall, where required, account to the relevant tax authority for such withholding or deduction. For the avoidance of doubt, in such circumstances, the Company shall not be required to increase or gross-up any payment of principal or interest made hereunder.

4.3 All Criticaleye Bonds redeemed by the Company pursuant to the

terms of this Instrument will be cancelled and will not be available for reissue.

4.4 In the event that any income or other tax is deducted from a payment, the Company will issue to the Bondholders as soon as reasonably practicable a certificate of deduction of tax in respect of the tax deducted or withheld.

5. EARLY REDEMPTION OF CRITICALEYE BONDSIn addition to Clause 6.1, the Company will be entitled to redeem any or all of the principal amount of the Criticaleye Bonds together with interest accrued thereon at any time (in whole or in part)


pay it into a separate interest-bearing bank account which shall be held by the Company in trust for the Bondholder (but without interest (save as may accrue in such account)) and such setting aside shall be deemed, for purposes of these conditions, to be a payment to the Bondholder and the Company shall thereby be discharged from all obligations in connection with such Criticaleye Bonds. If the Company shall place such amount on deposit at a bank, the Company shall not be responsible for the safe custody of such amount or for any interest accruing on such amount in such account.

8.5 If any certificate is lost, stolen or mutilated, defaced or destroyed, it may be replaced at the Registered Office of the Company, subject to all applicable laws, upon such indemnity, from the Bondholder as the Directors may reasonably require.

9. TRANSFER Criticaleye Bonds are not transferable in whole or in part and neither the Company nor its Directors shall approve, or arrange or participate in any transfer of Criticaleye Bonds whether by registration or otherwise.

10. TRANSMISSION 10.1 Any person becoming entitled to Criticaleye Bonds as a result

of the death or bankruptcy of a holder of Criticaleye Bonds or of any other event giving rise to the transmission of such Criticaleye Bonds by operation of law may, upon producing such evidence as reasonably required by the Directors of the Company, be registered as the holder of such Criticaleye Bonds.

7. NON-CONVERSIONNeither the principal amount of the Criticaleye Bonds nor any accrued interest thereon shall be capable of conversion into shares or other securities in the Company.

8. CERTIFICATES 8.1 The Certificates will be in the form or substantially

in the form set out in the Schedule

8.2 The Company will recognise the Bondholder indicated in the Register as the absolute owner of the Criticaleye Bonds. The Company is not bound to take notice or see to the execution of any trust, whether express, implied or constructive, to which any Criticaleye Bonds may be subject.

8.3 If any of the Bondholder’s Criticaleye Bonds are due to be redeemed under any of the provisions of this Instrument, the Bondholder shall, if requested by the Company, deliver up to the Company (at its Registered Office) the Certificate(s) for the Criticaleye Bonds which are due to be redeemed in order that the same may be cancelled and upon such delivery (if so requested by the Company), the Company shall pay the relevant redemption amount to the Bondholder.

8.4 If any of the Bondholder’s Criticaleye Bonds are liable to be redeemed under any of the provisions of this Instrument, and, following a request by the Company, it fails to or refuses to deliver up the Certificate(s) for such Criticaleye Bonds at the time and place fixed for the redemption of such Criticaleye Bonds, then the Company may set aside the relevant amount due to the Bondholder,


be notified to the Company and the Register will be altered accordingly.

12. GUARANTEE 12.1 The Guarantor unconditionally and irrevocably guarantees to each of

the Bondholders from time to time that if, for any reason whatsoever, the Aggregate Nominal Amount of his or its outstanding Criticaleye Bonds (or any part of it) is not paid in full by the Company on the due date it shall (subject to the limitations set out in this guarantee), on demand in writing by such Bondholder, pay to him such sum as shall be equal to the amount in respect of which such default has been made, provided that the Guarantor’s maximum aggregate liability under this guarantee shall not exceed an amount equal to the Aggregate Nominal Amount due to such Bondholder.

12.2 Upon payment in full by the Guarantor of the Aggregate Nominal Amount of any outstanding Criticaleye Bonds, such Criticaleye Bonds shall be deemed to have been repaid and cancelled.

12.3 The Guarantor shall be liable as if it were a principal debtor for all monies payable pursuant to this Instrument (notwithstanding that, as between the Company and the Guarantor, the Guarantor is a surety only) and shall not be exonerated or discharged from liability under this guarantee: (a) by time or indulgence being given to, or any arrangement or alteration of terms being made with, the Company; or (b) by the liquidation, whether voluntary or compulsory, of the Company or by the appointment of an administrative receiver or an administrator in relation to the Company or its assets; or

10.2 In the case of death of a registered holder of Criticaleye Bonds, the only persons recognised by the Company as having any title to the Criticaleye Bonds are the executors or administrators of a deceased registered holder of Criticaleye Bonds or such other person or persons as the Directors of the Company may reasonably determine and they will be entitled to request repayment of the Criticaleye Bonds at par with accrued interest upon delivery of a Notice of Redemption giving six months’ notice. The Company will endeavour to repay as soon as practicable.

11. REGISTER OF THE CRITICALEYE BONDS 1 1.1 The Company will at all times keep at its Registered Office,

or at such other place as the Company may have appointed for the purpose, a register showing: (a) the nominal amount of the Criticaleye Bonds held by each Bondholder; (b) the serial number of each Criticaleye Bond issued; (c) the date of issue and all subsequent transmissions of ownership; and (d) the name and address of the Bondholder as bondholder.

11.2 The Bondholder may at all reasonable times during office hours inspect his/her details entered in the Register and take copies of such details from the Register.

11.3 The Register may be closed by the Company for such periods and at such times as it thinks fit but for not more than thirty (30) days in any calendar year.

11.4 Any change of name or address on the part of the Bondholder must


12.8 Payment by the Guarantor to any Bondholder made in accordance with this Clause 12 shall be deemed a valid payment for all purposes of this Clause 12 and shall discharge the Guarantor from its liability under this Clause 12 to the extent of the payment, and the Guarantor shall not be concerned to see to the application of any such payment.

12.9 In relation to any demand made by a Bondholder for payment by the Guarantor pursuant to this Clause 12, such demand shall be in writing and shall state: (a) the full name and registered address of such Bondholder and the Aggregate Nominal Value which is claimed; (b) that none of the Criticaleye Bonds in respect of which such demand is made has been cancelled, redeemed or repurchased by the Company; (c) that the sum demanded is due and payable by the Company, that all conditions and demands prerequisite to the Company’s obligations in relation to those Criticaleye Bonds have been fulfilled and made, that any grace period relating to those obligations has elapsed and that the Company has failed to pay the sum demanded; (d) the date on which payment of the Aggregate Nominal Amount (or part thereof) in respect of which the demand is made should have been made to the Bondholder by the Company; and (e) the bank account details of a bank in the United Kingdom to which payment by the Guarantor is to be credited or the address to which payment by cheque or bank payment is to be sent at the Bondholder’s risk.

12.10 The Guarantor may rely on any demand or other document or information appearing on its face to be genuine and correct, and

(c) by any act, omission, matter or thing whatsoever whereby the Guarantor, as surety only, would or might have been so exonerated or discharged.

12.4 Each of the covenants and guarantees contained in this Clause 12 shall be a continuing covenant and guarantee binding on the Guarantor, and shall remain in operation until the Aggregate Nominal Amount of the outstanding Criticaleye Bonds has been fully paid or satisfied.

12.5 This Clause 12 shall be deemed to contain, as a separate and independent stipulation, a provision to the effect that any sums of money which may not be recoverable from the Guarantor by virtue of a guarantee (whether by reason of any legal limitation, disability, incapacity or any other fact or circumstance and whether known to the Bondholders or not) shall nevertheless be recoverable from the Guarantor by way of indemnity.

12.6 Each Bondholder shall be entitled to determine from time to time when to enforce this guarantee as regards his outstanding Criticaleye Bonds and may from time to time make any arrangements or compromise with the Guarantor in relation to the guarantee given by this Clause 12 which such Bondholder may think expedient and/or in his own interest.

12.7 Any payment to be made by the Guarantor under this Instrument shall be made without regard to any lien, right of set-off, counterclaim or other analogous right to which the Guarantor may be, or claim to be, entitled against any Bondholder.


13.2 The Company and the Guarantor severally warrant to the Bondholder on the date of this Instrument, and at all times while such Bondholder holds Criticaleye Bonds that: (a) (in the case of the Company only) it has the power and authority to issue the Criticaleye Bonds and to exercise its rights and perform its obligations under the Criticaleye Bonds; (b) it has the power and authority to enter into this Instrument and to exercise its rights and perform its obligations under this Instrument; (c) it has taken all necessary corporate, shareholder and other action to authorise the execution delivery and performance of this Instrument; and (d) it has been duly incorporated, constituted or amalgamated and is validly subsisting and is in good standing under the laws of the jurisdiction in which it is incorporated, constituted or amalgamated.

14. NOTICE 14.1 Any notice or other communication given under this Instrument must

be in writing and will be served by delivering it personally or sending it by pre-paid post to the address and for the attention of the relevant party set out in 14.3 below (or as otherwise notified by that party). Any notice will be deemed to have been received: (a) if delivered personally, at the time of delivery; (b) in the case of pre-paid post, 48 hours from the date of posting; and (c) in the case of registered airmail within three (3) Business Days of the date of posting.

14.2 If deemed receipt occurs before 9am on a Business Day the notice is

deemed to have been received at 9am on that day and if deemed receipt occurs after 5pm, the notice is deemed to have been received at 9am on the next Business Day.

to have been signed or communicated by the person by whom it purports to be signed or communicated. The Guarantor shall not be liable for the consequences of such reliance and shall have no obligation to verify that the facts or matters stated in any such demand, document or information are true and correct.

12.11 All payments, including payments of principal and interest, in respect of the Criticaleye Bonds by or on behalf of the Guarantor shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed, unless such withholding or deduction is required by law. In that event, the Guarantor shall make such withholding or deduction and shall, where required, account to the relevant tax authority for such withholding or deduction. For the avoidance of doubt, in such circumstances, the Guarantor shall not be required to increase or gross-up any payment made hereunder.

13. WARRANTIES AND UNDERTAKINGS 13.1 The Company undertakes to the Bondholder that:

(a) it will perform and observe the obligations imposed on it by this Instrument; (b) it will comply with the provisions of the Certificates; and (c) the Criticaleye Bonds are held subject to and with the benefit of the terms and conditions set out in this Instrument and are binding on the Company and the Bondholder and all persons claiming through or under them.


EXECUTED as a DEED

on the day and year set out abovefor and on behalf ofCRITICALEYE INVESTMENTS PLCacting by:Director

Director/Secretary

EXECUTED as a DEEDon the day and year set out abovefor and on behalf ofCRITICALEYE (EUROPE) LIMITEDacting by:Director

Director/Secretary

14.3 The addresses of the Bondholders for the purposes of the Instrument are as set out in the Register from time to time and the address of the Company is its Registered Office.

15. COSTS AND EXPENSESEach party shall pay its own costs, charges and expenses relating to the execution and implementation of this Instrument.

16. THIRD PARTY RIGHTSNo person shall have a right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Instrument.

17. GOVERNING LAW AND JURISDICTION 17.1 This Instrument and each of the Criticaleye Bonds is governed by

and shall be construed in accordance with the laws of England and Wales.

17.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of or in connection with this Instrument.


Bonds detailed in the Certificate not previously repaid (in whole or in part) to be redeemed by the Company on [DATE], together with interest accrued up to and including the date of redemption (less any applicable taxes). I/We authorise [a bank transfer] [the despatch of a cheque payable in my/our favour] in respect of the principal monies and interest due to me/us.

Signature(s) of Bondholder / For and on behalf of Bondholder

In the case of a company, this Redemption Notice must either be under the common seal or under the hand of some officer or attorney of the company duly authorised on their behalf.

Dated this day of [DATE]

* This Redemption Notice must be received by the Company at least six months prior to the relevant Repayment Date.

SCHEDULECriticaleye Bond CertificateCriticaleye Investments plc (the “Company”) (Incorporated and registered in England and Wales with company number 09144633)

THIS IS TO CERTIFY THAT:(Name and address of Bondholder) is the registered holder of Criticaleye Bonds constituted by an Instrument of the Company dated 26 August 2014 (the “Instrument”) in the above sum. The Criticaleye Bonds are issued subject to the rights and restrictions contained in the Instrument and are not transferable.

NOTESNo transmission of the whole or any part of the above Criticaleye Bonds can be registered without the production of this certificate.

REDEMPTION NOTICE

To: The directors of Criticaleye, c/o The Criticaleye Bond Offer, 20-21 The Bakehouse, Bakery Place, 119 Altenburg Gardens, London, SW11 1JQ, United Kingdom

RE: Criticaleye Bond Instrument dated 26 August 2014 (the “Instrument”)Terms defined in the Instrument shall have the same meaning in this Redemption Notice. [Individual] [Corporate Entity], the registered holder of the Criticaleye Bonds represented by the Certificate accompanying this Redemption Notice, give notice of my/our desire to exercise my/our right to require repayment by Criticaleye (the “Company”) of all of the Criticaleye

interest per annum · 2014. 8. 26. · “bond”) issued by criticaleye investments plc....

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