Generic Keyholder Brochure

Keyholder Pharmaceutical Investments

This brochure is not an invitation to invest. Investment opportunities can only be made available to suitable persons who are eligible to receive an appropriate Information Memorandum for a particular offering. This brochure does not contain any specific product particulars.

Keyholder Opportunities

Keyholder offers de-risked, asset backed investments in some of the most exciting, disruptive and potentially profitable developments in the fight against cancer. The developments chosen to be in this investment programme are subjected to an extremely rigorous selection process conducted on behalf of Keyholder Investments Limited by Sibelius LLC. Over 70 important assets have been examined and scrutinised and, as a result, two projects are currently available from autumn 2015, with two more due in early 2016. This introduction does not provide product particulars.

The Sibelius Team

The Sibelius team has sustained a successful track record over 20 years in sourcing, supporting and executing transactions for Bio-Pharma, Medical Devices, Diagnostics and Healthcare Informatics companies, large and small. The team has served a diverse and distinguished global client base on a wide variety of engagements across strategic healthcare markets, delivering results that provide unambiguous value to client companies through excellence in execution. The team brings a strong combination of operating and deal expertise with significant experience in life sciences, the business of healthcare and the capital markets.

Sibelius has worked in close collaboration with Keyholder, Brabners, Valuation Consulting and Big 4 Accountants to design, develop and deploy a funding instrument that specifically advances substantial opportunities, actively encouraged by “Large Pharma” to meet their need for Phase three product and proven diagnostics.

Sibelius LLC

211 South Harrison Street, East Maryland 21601

Sibelius’ “warm network” includes leading institutions and centers of excellence that routinely pursue discovery and early development in oncology: advancing many of the most important recent advances “at the leading edge” of Pharmaceutical, Biological, Medical Devices and Diagnostics directed at oncology.

Leading Life Sciences Academic Organizations the Sibelius Network (representative selection)

The Offering

A UK Special Purpose Company (SPV Company) is established and this takes control, via an option, of the patents, licences and IP of the development assets. This provides the asset backing to the SPV Company. Qualifying investors are invited to purchase redeemable preference shares (RPSs) in the SPV Company based on an asset value many times greater than the cost of the issued shares. The asset is valued independently by Valuation Consulting. The return to investors comes at a Liquidity Event, expected in 2 to 3 years, which can be a sale or a change of control of the company or the parent company who developed the asset, an IPO or by way of a sale of the asset.

The enduring value of the asset plus a prioritising of first returns to the redeemable preference shareholders provides that, although not guaranteed, the expectation is that investors’ initial capital should be returned. Dependant on the size of the Liquidity Event, the RPS shareholders can expect a return of many times their initial investment.

The Shares

The investors benefit from a share and warrant structure that effectively uplifts the investment by 300-400% from the proceeds of a liquidity event, after which they participate in the upside until their shares are redeemed. Each Redeemable Preference Share purchased comes with three or four Warrants. Each Warrant entitles the investor to an additional £1 share at a pre-determined future event (the Liquidity Event). At the Liquidity Event, the RPS shareholders take 60% of the upside above the funding of the Warrants. The return to the investors is capped at between 680-850% of their initial investment at which point their shares are fully redeemed.

The Return to Investors

There is a pre-agreed order in which the proceeds of the Liquidity Event are paid out to the shareholders. In simple terms: 1. The first proceeds go to the RPS

shareholders so that they receive a return of 100% of their invested cash.

2. The next “tranche” of the proceeds goes to

exercise the Warrants. 3. The next “tranche” is distributed 60% to the

RPS shareholders and 40% to the ordinary shareholder (which is the developing company) until the RPS investors have received 170% of the face value of their shares (including those additional shares acquired through the warrants) at which point their shares are redeemed in full.

4. All proceeds above this go to the ordinary

shareholder (the developer).

Keyholder as part of a Portfolio

Keyholder provides access to asset-backed investment opportunities that are both leveraged for profit and reduced in risk as a result of well-negotiated terms and enduring asset value. Investments can be suitable for some investors who fall within the following categories:

• High net-worth individuals • Sophisticated Investors • Finance industry professionals • Pension and trust portfolios

Please note that Keyholder does not provide advice and the information in this brochure is not an invitation to invest. Investment opportunities can only be made available to suitable persons who are eligible to receive an appropriate Information Memorandum for a particular offering. Keyholder Funding Limited, whose head office is in the Royal Liver Building, Liverpool is the worldwide agent for Keyholder Investments Limited, Victoria, Seychelles.

Summary

• The Keyholder unique structure allows an individual or institution to make an investment into the pharmaceutical market with a greatly reduced risk and a real opportunity to make a substantial return, normally expected in 18-42 months.

• The return is not guaranteed and Pharmaceutical Investments are

considered high risk but the security of the proven asset plus the prioritisation of first returns combine to de-risk this investment considerably. Investors take a priority position and are expected to first recover 100% of their investment at the Liquidity Event. Their investment is secured on an asset with enduring value that is independently valued, today, on a fully-funded basis, at many times the value of their investment.

• The investment is the unregulated purchase of Redeemable

Preference Shares in private, unlisted companies and, as such, can only be offered to individuals who qualify as high-net-worth or sophisticated individuals or financial institutions. An Information Memorandum and product particulars is available and can only be provided to those prospective investors who qualify. An Information Memorandum Request Form is available that outlines the requirements to qualify as either a high net worth individual or a sophisticated investor.

• The investment may also be available through a regulated, structured investment product, subject to advice from a suitably qualified financial advisor.

• You can obtain an Information Memorandum Request Form from your advisor or from [email protected]

Future Investment Opportunities

Keyholder currently has a pipeline of first class pharmaceutical assets worth over £1bn requiring over £250m of funding. This pipeline will extend over the next 3 – 5 years and will be subject to a process of full due diligence and negotiation.

Keyholder Funding Ltd 9th Floor, The Royal Liver Building

Pier Head, Liverpool. L3 1JH Tel: +44 (0) 151 255 1500 [email protected]

Registered in England and Wales No. 8420942