EFTA01100581.pdf

EFTA01100581  FACT SHEET Exclusive access to ERIC WRIGHT Eric has identified a gap in the market place FASHION MANAGEMENT LIMITED which falls between those brands offering an interpretation of classic styles in high quality ("EWFML") fabrics, but with conservative shaping/detail (Loro Piana or Hermes) and those who present a more modernist, avant garde concept. Purpose & Strategy The collections will be sold worldwide via selected prestigious retailers, limited to 20-30 initially and EWFML has been established to provide potential expanded within a target period of 5 years. Retail investors with an opportunity to participate in the partners at this end of the market are aware of Eric creation of a new luxury fashion brand. It is the and many will have bought collections designed intention of the Directors to build the company and by him. Emphasis will be placed on selecting the the brand into an international multi-million pound best retail partners in key territories. These stores business offering early stage investors a clear mid- will offer the widest representation of product and term exit strategy. promote the brand most effectively. Eric has built strong personal relationships with Background, Market Position & Opportunity many factories both in Italy and the Far East and the intention is to collaborate with these specialised Eric Wright is a leading fashion designer. There manufacturers, renowned in their field, to utilize is widespread awareness of Eric's importance in their techniques to produce unique items under the the fashion industry and the influence he has not Eric Wright © label. only on other labels, as well as on those he has designed. He worked in partnership with Karl Lagerfeld for 20 In summary Eric Wright © business vision is to: years, acting as his right hand man as well as for many of the fashion houses under Karl Lagerfeld's Develop a subtle, well-crafted luxury brand that reflects Eric Wright's personal philosophy direction. These partnerships included: Lagerfeld, Chloe, Chanel (image consultant), Fendi (design Provide unique high quality, desirable menswear to director). Subsequently Eric has worked for the luxury market which competes alongside those Trussardi (menswear), Roberto Cavalli (menswear), of Hermes, Brunello Cucinelli, Bottega Veneta, and Faconnable (creative director) and now creative Tom Ford. consultant for Italian Independent. Expand the menswear/accessories collections Initial focus will be on creating a new menswear and develop a diversified business incorporating label comprised of clothing and accessories womenswear and ancillary licensed products lines that bear Eric's hallmarks of quality, integrity, such as fragrances, watches, jewellery, eyewear, craftsmanship and vision. The concept of Eric bags and luggage Wright © is to create the essential wardrobe for the modern man. Grow own retail outlets with two stores opening in first 5 years The intended use of each garment or item will reflect the lifestyle of the Eric Wright © customer: Deliver clear exit opportunity for primary investor independent, discerning, discreet, elegant and self- group post initial 5 year lock in period via part sale assured. The intention is to re-define his wardrobe of business to institutional investor for work, travel and leisure. Please always read in conjunction with the glossary and the risk information at the back of the document EFTA01100582 ERIC WRIGHT FASHION MANAGEMENT LTD OPPORTUNITY Term of [ERIC The term of ERIC WRIGHT FASHION WRIGHT - EWFML wishes to offer up to 3,500,000 Class A FASHION MANAGEMENT LTD is unlimited. Shares of 0.1p each in the capital of the Company MGMT LTD] for subscription at a price of £1 per Class A Share (although the Directors may decide, in their ERIC WRIGHT FASHION absolute discretion, to offer additional Class A MANAGEMENT LTD ("EWFML") is a Shares for subscription). private limited company registered in UK. ERIC WRIGHT FASHION LTD is Structure private limited company fully owned by - Class A Shares will rank pad passu in all respects EWFML and ERIC WRIGHT RETAIL with other existing Class A Shares and will rank LTD is private limited company fully in full for all dividends and other distributions owned by EWFML. thereafter declared, made or paid on the share capital of the Company. Min. £ 500.000 and in additional Commitment multiples of £ 500,000. - The Offer is not being underwritten. Commitments will be drawn down from - The acceptance of applications is at the discretion investors on an <<as needed» basis of the Directors who reserve the right to refuse an Capital Calls during the investment period with not application in whole or in part. less than 10 days' prior notice. Initial closing date expected to take ERIC WRIGHT FASHION MANAGEMENT LTD place on or before 31 August 2011. STRUCTURE Closing However, the Directors, in their sole - Eric Wright © has a strong management team and absolute discretion, may determine to hold it on a later date. with complementary skills and wealth of industry experience Long-term investment, speculative, - Eric Wright: design director entails high investment risk, some or all of the capital could be lost, currency - Mehmet Aricioglu: general manager. 25 yr fashion Risks risk. See Section 8 of the Private veteran in the luxury menswear and fashion retail Placement Memorandum ("PPM») for market. He has worked across both sectors with full list of risks. Available on request. Hugo Boss for 12 years, Bogner, Tommy Hilfiger, Joop and Benetton No liquidity, no secondary market, - Philippe Cleach: non exec director/counsel: ex permission to transfer rarely, if ever, CEO Cerruti. 20 yrs as M&A lawyer. Facilitated Liquidity granted, investors should be prepared deals such as Fendi's sale to LVMH, Revillon to to hold their investment at least until maturity. Natexis, Martin Margiela to Diesel Please always read in conjunction with the glossary and the risk information at the back of the document EFTA01100583 Confidential Private Placement Memorandum relating to Class A Shares of O.1p in Eric Wright Fashion Management Limited ("Class A Shares") THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take or the contents of this document you should consuft a person authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities. The content of this document ("Document") has been prepared by Eric Wright Fashion Management Limited ("EWFML" or the "Company") and has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on this Document 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. The Document (which is for information purposes only) is made available on the express understanding that it will only be used by the recipient for the sole purpose of assisting the recipient in deciding whether it wishes to proceed with a further investigation of the Company. The Document is not intended to form the basis of any investment decision or other evaluation or any decision to purchase shares and should not be considered as a recom- mendation by the Company to any recipient of the Document to invest in the Company. Each person to whom this Document is made available must make his or her own independent assessment of the Company after making such investigation as he or she may deem necessary in order to determine whether to proceed with any part purchase. The Document does not constitute an offer or invitation for the sale or purchase of any shares or any inte- rest therein, nor does it constitute the basis of any contract which may be concluded in respect of such shares or interest and any purchaser must rely solely on the terms and conditions contained in such a contract. While the information contained in the Document is believed to be accurate, it has not been independently verified by the Company or any other party and the Company nor any of its respective directors, officers or employees makes any representation or warranty (expressed or implied) nor accepts any responsibility as to or in relation to the accuracy or completeness of the information or any analysis and conclusions drawn from such information or any opinions contained in the Document or any other written or oral information made available to any interested party or its advisers (and no one is authorised to do so on behalf of any of them) and no responsibility or liability is accepted for the accuracy or sufficiency of any of the information, opinions or projections, for any errors, omissions or mis-statements, negligent or otherwise, or for any communication, written or otherwise, made to anyone in the Document in connection with the investigation of the Company. In particular, but without prejudice to the generality of the foregoing, no representation or warranty is given as to the achievement or reasonableness of any future projections, estimates, prospects or retums contained in the Document. Accordingly, the Company nor any other of its respective officers, servants, or agents, nor its advisers shall be liable for any direct, indirect or conse- quential loss or damage suffered by any person as a result of relying on any statement or omission in the Document or in any future communications in connection with such proposed partial disposal, save to the extent that liability is specifically accepted under any agreement. In providing the Document, the Company undertakes no obligation to accept any offer, to provide the recipient with access to any additional information which may be provided or to correct any inaccuracies therein which may be provided or to correct any inaccuracies which may become apparent and expressly reserve the right, without advance notice and in any respect, to change the procedure for the proposed investment opportunity or to termi- nate negotiations at any time. The issue of the Document will not be taken as any form of commitment on the part of the Company to proceed with any transaction. The share capital of the Company is not at present included in the official UK list maintained by the Financial Services Authority as the UK Listing Autho- rity. It is not intended that any application will be made for shares of the Company to be traded on any market. A prospective investor should be aware of the risks of investing and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent finan- cial adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities. The distribution of this document in certain jurisdictions may be restricted by law and, accordingly, persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of the jurisdiction concerned. This document does not constitute or form part of any offer to sell or an invitation to subscribe for, or the so- licitation of an offer to buy or to subscribe for, shares in any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Class A Shares have not been and will not be registered under the US Securities Act of 1933 (as amended) (the 'Securities Act"), or under any state securities laws in the United States or under the applicable securities laws of Australia, Canada or Japan. Accordingly, subject to certain exceptions, the Class A Shares may not, directly or indirectly, be offered or sold within the United States, Australia, Canada or Japan or for the account of US Persons (as defined in the Securities Act) and this document will not be posted to any person in the United States, Australia, Canada or Japan. This Document includes statements that are, or may be deemed to be. "forward-looking statements". These forward-looking statements can be identi- fied by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects". "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. They appear in a number of places throughout this Document and include statements regarding the intentions, beliefs or current expectations of the Company and the Directors. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, changes in general economic conditions, legislative or regulatory changes, changes in taxation regimes, the Company's ability to manage its assets and the availability and cost of capital for future investments. Potential Applicants are advised to read this Document in its entirety, and, in particular. the section of this Document entitled "Risk Factors" for a further discussion of the factors that could affect the Company's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Document may not occur or may not occur as foreseen. These forward-looking statements speak only as at the date of this Document. Subject to its legal and regulatory obligations. the Company expressly disclaims any obligations to update or revise any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. EFTA01100584 This Document has been provided to you solely for your information and may not be reproduced or redistributed, in whole or in part, to any other person. The information contained in this Document has not been approved for the purposes of Section 21(2) of the Financial Services & Markets Act 2000 of the United Kingdom ("FSMA'). As such this Document is being distributed only to persons falling within the categories of exempt person described in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. as amended, (the 'Orden or pursuant to any applicable exemption under FSMA (together "relevant persons"), including (but not limited to) (a) 'certified high net worth individuals' within the meaning of article 48 of the Order; (b) "certified sophisticated investors" within the meaning of article 50 of the Order: (c) "self-certified sophisticated investors" within the meaning of article 50A of the Order: (d) "high net worth companies, unincorporated associations, partnerships or trustees of high value trusts" within the meaning of article 49 of the Order; and (e) 'investment professionals' within the meaning of article 19 of the Order. Any person who is not a relevant person should not act or rely on this Document or any of its contents. In order to qualify as a Certified High Net Worth Individual you must have signed. within the last 12 months, a Statement in the terms set out in Part I of Schedule 5 of the Order to the effect that: (a) you are a Certified High Net Worth Individual for the purposes of the Order: (b) you understand that this means that you can receive financial promotions that may not have been approved by a person authorised by the Financial Services Authority, that the content of such financial promotions may not conform to rules issued by the Financial Services Authority, and that by signing the Statement you may lose significant rights, you may have no rights to complain to the Financial Services Authority or the Financial Ombudsman Scheme and you may have no right to seek compensation from the Financial Services Compensation Scheme; (c) you are a Certified High Net Worth Individual because at least one of the following applies: (i) you had, during the financial year immediately preceding the date on which the Statement is signed, an annual income of not less than £100,000; or (ii) you held, throughout the financial year immediately preceding the date on which the Statement is signed. net assets to the value of not less than £250,000; and (d) you accept that you can lose property and other assets from making investment decisions based on financial promotions and that it is open to you to seek advice from someone who specialises in advising on shares in unlisted companies. Where this Document is issued to a Certified High Net Worth Individual, it is exempt from the restriction in Section 21 of the FSMA on the communica- tion of invitations or inducements to engage in investment activity on the ground that it is made to a Certified High Net Worth Individual, for the purposes of article 48 of the Order. In order to qualify as a Certified Sophisticated Investor you must have a certificate signed by a person authorised by the Financial Services Authority to the effect that you are significantly knowledgeable to under stand the risks associated with certain types of investments and you must have signed within the last 12 months a Statement in the terms set out in Article 50(1)(b) of the Order. Where this Document is issued to a Certified Sophisticated Investor. it is exempt from the restriction in Section 21 of the FSMA on the communication of invitations or inducements to engage in investment activity on the ground that it is made to a Certified Sophisticated Investor, of the purposes of article 50 of the Order. By virtue of Article 50(3) of the Order, we are required to wam you that any reliance on this communication could potentially expose you to a significant risk of losing all of the property invested or incurring additional liability. If you are in any doubt about the investment to which this Document relates, you should consult an authorised person specializing in advising on securities of the kind described in this Document. In order to quality as a Self-Certified Sophisticated Investor you must have signed within the last 12 months a Statement in the terms set out in Part II of Schedule 5 of the Order to the effect that: (a) you are a Self-Certified Sophisticated Investor for the purposes of the Order; (b) you understand that this means that you can receive financial promotions that may not have been approved by a person authorised by the Financial Services Authority, that the content of such financial promotions may not conform to rules issued by the Financial Services Authority, and that by signing the Statement you may lose significant rights, you may have no rights to complain to the Financial Services Authority or the Financial Ombudsman Scheme and you may have no right to seek compensation from the Financial Services Compensation Scheme; (c) you are a Sett-Certified Sophisticated Investor because at least one of the following applies: (i) you are a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date of the Statement: (ii) you have made more than one investment in an unlisted company in the two years prior to the date of the Statement: (iii) you are working, or have worked in the two years prior to the date of the Statement, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises; (iv) you are currently, or have been in the two years prior to the date of the Statement, a director of a company with an annual turnover of at least £1 million: and (d) you accept that you can lose property and other assets from making investment decisions based on financial promotions and that it is open to you to seek advice from someone who specialises in advising on shares in unlisted companies. Where this Document is issued to a Self-Certified Sophisticated Investor, it is exempt from the restriction in Section 21 of the FSMA on the commu- nication of invitations or inducements to engage in investment activity on the ground that it is made to a Self- Certified Sophisticated Investor, for the purposes of article 50A of the Order. June 2011 EFTA01100585