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WEALTH MANAGEMENT & EMPLOYEE BENEFITS Progression IHT planning for the next generation
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WEALTH MANAGEMENT & EMPLOYEE BENEFITS - Mattioli … Woods Progression... · with any other person the proposal in this Document without ... with IHT advantages and with much lower

Jul 25, 2019

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Page 1: WEALTH MANAGEMENT & EMPLOYEE BENEFITS - Mattioli … Woods Progression... · with any other person the proposal in this Document without ... with IHT advantages and with much lower

WEALTH MANAGEMENT & EMPLOYEE BENEFITS

ProgressionIHT planning for the next generation

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Important notice1. Introduction This Document (“Document”) has been issued by

Mattioli Woods plc (“Mattioli Woods”) which is authorised and regulated by the Financial Conduct Authority (“FCA”) and whose registered office is at MW House, 1 Penman Way, Grove Park, Enderby, Leicester, LE19 1SY. This Document is dated May 2016.

This Document has been issued in conjunction with Stellar Asset Management (“Stellar”) which is authorised and regulated by the FCA and whose registered office is at Kendal House, 1 Conduit Street, London, W1S 2XA.

This Document is issued solely for the purpose of seeking investment in the discretionary portfolio investment management service described in this Document which is to be managed by Stellar and known as Mattioli Woods Progression. Each investor will set up their own Mattioli Woods Progression private limited company to facilitate the investments described in this Document.

This Document is provided to you on a confidential basis. You may not copy, reproduce or further distribute this Document or any of its content to any other person at any time, nor discuss with any other person the proposal in this Document without the prior written consent of Mattioli Woods.

Any investment in Mattioli Woods Progression may expose an investor to the risk of losing all of the money invested. There are significant other risks associated with an investment which are set out on pages 25 and 26.

This Document should not be communicated outside of the United Kingdom without Mattioli Woods’ prior consent. Significantly, the tax treatment for investors who are based outside of the United Kingdom will differ from that set out in this Document and they may not receive the reliefs available to United Kingdom investors.

Any individual who is in any doubt about investing in Mattioli Woods Progression should consult Mattioli Woods or an appropriately qualified tax adviser.

The information contained in this Document makes reference to the current laws concerning inheritance tax relief (“relief”). These levels and basis of relief may be subject to change. The tax reliefs referred to in this Document are those currently available to certain persons and their value depends on individual circumstances.

Past performance is not necessarily a guide to future performance and may not necessarily be repeated. You should be aware that the value of investments and income from them may go down as well as up and you may not get back the amount you originally invested.

Mattioli Woods has taken all reasonable care to ensure that all the facts stated in this Document are true and accurate in all material respects and that there are no other material facts or opinions which have been omitted that would make any part of this promotion misleading. However, where information has been obtained from third-party sources, Mattioli Woods cannot accept responsibility for the completeness or accuracy of that information and potential investors must form their own opinion as to the reliance they place on that information.

You will need and be expected to make your own independent assessment of an investment into Mattioli Woods Progression and to rely on your own judgement (or that of your consultant) in respect of any investments you may make through Mattioli Woods Progression and the legal, regulatory, tax and investment consequences and risks of so doing.

2. Investing in property Prospective investors should note that a substantial portion of their investment may be committed to investment in real property and such investment is of a long term and illiquid nature. Therefore, any investment may be difficult to value and the value of the property is generally a matter of a valuer’s opinion rather than fact. An investment is likely to involve an above average level of risk.

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3. Confidentiality This Document is being provided in confidence solely for clients of Mattioli Woods to consider an investment in Mattioli Woods Progression. The information contained in this Document is only to be used for this purpose and must not be reproduced, disclosed or made available to any other party except for the purpose of obtaining professional advice in connection with an investment in Mattioli Woods Progression.

4. Risk factors The attention of potential investors is drawn to the “Risk Factors” section of this Document on pages 25 and 26.

5. Fees and charges The attention of potential investors is drawn to the “Summary of Fees and Expenses” section of this Document on page 19.

6. Conflicts of interest The attention of potential investors is drawn to the “Conflicts of Interest” section of this Document on page 23.

7. General Information contained in this Document is current only up to the date of publication of this Document. Neither delivery of this Document nor anything stated in this Document should be taken to imply that any information in this Document is correct as of any date after the date of this Document.

Neither Mattioli Woods, Stellar, nor any of their directors, officers, employees, advisers, representatives, affiliates or associates guarantees a rate of return to be achieved by an investment in Mattioli Woods Progression, the repayment of, or performance of an investment in Mattioli Woods Progression meeting of its investment objectives, or any increase in value. An investment in Mattioli Woods Progression is subject to investment risks, including the possibility of delays in the repayment, or the loss of capital invested.

All taxation treatment is subject to the individual circumstances of the investor and may be subject to change in future.

If an investor wishes to complain about any aspect of the service it has received, the investor should contact Mattioli Woods’ Compliance Officer at MW House, 1 Penman Way, Grove Park, Enderby, Leicester, LE19 1SY in the first instance. In limited circumstances for certain types of investors, an investor can then complain to: The Financial Ombudsman Service (FOS), Exchange Tower, London, E14 9SR, if the investor’s complaint to Mattioli Woods’ Compliance Officer is not dealt with to their satisfaction.

If Stellar is unable to meet its liabilities in full for any valid claims in respect of its role as manager of Mattioli Woods Progression, then an investor may, depending on their status, be entitled to compensation from the Financial Services Compensation Scheme. The level of compensation currently available under the Financial Services Compensation Scheme depends upon the type of business and the circumstances of the claim as well as whether the investor is, depending upon their circumstances, an eligible claimant under the rules of the Financial Services Compensation Scheme. Most types of investment business are covered for up to £50,000 per person per firm. If necessary, Mattioli Woods will, on request, provide full details of this cover and how to obtain any compensation that may be payable. Further information is also available from the Financial Services Compensation Scheme which may be contacted as follows:

• Via telephone on 020 7892 7300

• In writing at 10th Floor, Beaufort House, 15 St Botolph Street, London, EC3A 7QU

• Online at www.fscs.org.uk

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Contents

Introduction

Mattioli Woods and Stellar Asset Management

Inheritance Tax

Why use Mattioli Woods Progression?

How Mattioli Woods Progression Works

Trades

Summary of Fees and Expenses

Other Information

Conflicts of Interest

Risk Factors

Appendix 1 – Taxation

Appendix 2 – Definitions

Appendix 3 – General Information

Directory

PromoterMattioli Woods plcMW House, 1 Penman Way, Grove Park, Enderby, Leicester, LE19 1SY

OfficersDirectors of each Progression CompanyJonathan Mark GainMatthew Robert Steiner

Company SecretaryStellar Company Secretary LimitedKendal House, 1 Conduit Street, London, W1S 2XA

ManagerStellar Asset Management LimitedKendal House, 1 Conduit Street, London, W1S 2XA

Legal advisers to the ManagerNabarro LLP125 London Wall, London, EC2Y 5AL

Taxation advisers to the ManagerEY LLP1 More London Place, London, SE1 2AF

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Dear Investor

Planning for the next generation

In recent years, there has been a greater focus on the impact inheritance tax (IHT) has on the amount of wealth that is passed down to the next generation of families. However, IHT is often referred to as a voluntary tax. This is due to the fact that a good, balanced approach to financial planning can mitigate or avoid it and ensure hard-earned wealth can pass to loved ones after you have gone.

As part of our continued drive to provide the best financial solutions to our clients, Mattioli Woods has invested heavily in ensuring we have the right products and services and an experienced consultancy team with the skills and knowledge to help you through this difficult area of financial planning.

Business Property Relief (BPR) was introduced specifically to allow family companies to be passed down the generations without being disrupted through IHT. Mattioli Woods Progression takes this a step further. We enable you to own your own private trading company, which you can pass to your successors, with IHT advantages and with much lower risks than would normally be expected with ownership of a small private company.

To discover more, please contact your Mattioli Woods consultant who will be happy to answer any questions you may have.

Yours sincerely

Bob Woods Chairman of Mattioli Woods plc

Introduction

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The objectives of Mattioli Woods Progression are:

• To protect investors’ capital by investing in asset-backed businesses

• To generate a return of 5% per annum after all fees and charges

• To obtain IHT relief after two years

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Mattioli Woods plcMattioli Woods plc provides integrated wealth management services, embracing pension consultancy and personal investment. For corporate clients, we provide a comprehensive range of employee benefit services. Widely recognised as a market leader in self-administered and self-invested pension arrangements, our aim is to provide trusted advice, high-quality service standards and personalised delivery, against the backdrop of long-term client relationships.

We employ over 450 staff throughout our Aberdeen, Buckingham, Glasgow, Leicester, London, Newmarket and Preston offices and hold over £6 billion of assets under advice and administration. We are a publicly quoted company, on the Alternative Investment Market of the London Stock Exchange, with a valuation in excess of £100 million.

Stellar Asset ManagementStellar Asset Management is a specialist in developing, marketing and managing innovative investment products. The investment strategies adopted aim to protect individuals’ wealth and are typically backed by tangible assets.

The directors of Stellar Asset Management Limited made their names at Close Brothers Investment Limited, where its chairman and CEO grew a very successful business over fifteen years, focusing on the use of business reliefs to mitigate tax whilst operating in the spirit, as well as to the letter, of tax legislation. At its peak, over 150 staff were employed and assets under management were in excess of £1.5 billion. The directors were considered by many as pioneers in the use of tax-mitigation products that work within the framework of existing legislation.

Stellar was founded in 2007 and has raised over £100 million in BPR-qualifying investments to date. In addition, it has successfully closed other investments which are fully invested in forestry, farming, land, and hotels. The structure they use is transparent and has been developed with advice from both a legal and accounting perspective.

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Inheritance taxMost individuals work throughout their lives to accumulate wealth, to enjoy this in retirement, and to pass it on to their close family and friends. Unless plans are made in advance, IHT may take a large bite out of what can be left to them, and HMRC may even be the largest single beneficiary of an individual’s estate.

Assets of any amount can normally pass on death to a surviving spouse or civil partner without any IHT being levied. In any other circumstances, only the first £325,000 (the current nil-rate band) is left to beneficiaries without any IHT being payable. Anything in excess of the nil-rate band is chargeable at 40%.

The number of estates becoming liable to IHT is growing because the nil-rate band has not changed since 2008 and is intended to be frozen until at least 2020/21, and asset values (particularly house prices) are increasing. Even the government’s own forecasts expect their revenues from IHT to almost double from current levels to £5.7 billion in 2020/21.

The UK government has announced plans to phase-in an additional IHT nil-rate band, worth up to £175,000 on the value of the family home, but this will not be fully implemented until 2020/21 and is of limited scope. The additional residential property IHT nil-rate band will start to be reduced where the total estate is valued in excess of £2 million, and is lost altogether when the estate value reaches £2,062,500.

With sensible planning, IHT can be mitigated using simple, flexible investment products.

Business ReliefMattioli Woods Progression will benefit from Business Relief (BR), formerly Business Property Relief (BPR), which is part of legislation introduced by the government in 1976. Unlike trust-based planning or by making gifts, which take seven years before they mitigate a liability to IHT, BR achieves this in two years.

Therefore, using BR offers a number of advantages over other forms of IHT planning:

• Control – investments are made in your name and you have access to the assets at all times

• Time – an investment will be outside of your estate for IHT after only two years

• Diversification – capital will be committed to a range of Partnerships to diversify and mitigate investment risk Why Stellar?

Why Progression?

Capital will be committedto a range of partnerships

to diversify and mitigate risk

2 YEARS

CONTROL

Investments aremade in the client’s name

An investment will be outside of the estatefor IHT in two years

DIVERSE

Full access to yourcapital and income

100% relief from IHT and no exposure to personal tax rates

CAPITAL

TAX

Competitive - lower fees than

other companies LOW FEES

Legislation - uses statute

law not opinion LEGISLATIONCRYSTAL

CLEAR

EXPERIENCED DIRECTORS

Experienced - the directors have been developing tax- efficient products since 1991

Transparency - no hidden fees and charges

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Why Stellar?

Why Progression?

Capital will be committedto a range of partnerships

to diversify and mitigate risk

2 YEARS

CONTROL

Investments aremade in the client’s name

An investment will be outside of the estatefor IHT in two years

DIVERSE

Full access to yourcapital and income

100% relief from IHT and no exposure to personal tax rates

CAPITAL

TAX

Competitive - lower fees than

other companies LOW FEES

Legislation - uses statute

law not opinion LEGISLATIONCRYSTAL

CLEAR

EXPERIENCED DIRECTORS

Experienced - the directors have been developing tax- efficient products since 1991

Transparency - no hidden fees and charges

Why use Mattioli Woods Progression?

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How Mattioli Woods Progression worksWhen an investor applies for Mattioli Woods Progression, Stellar will establish one or more companies on your behalf and you become the sole shareholder of each company, owning 100% of the shares.

Once established, Stellar will appoint the directors of that company, and it is intended that it will commence trading immediately. This starts the clock on the two-year qualifying period for Business Relief. The directors of the investor’s company will then seek appropriate qualifying trades and it is the intention to have 80% of the company’s capital committed within twelve months of the initial investment. The company will continue trading and after only two years the shares will enable Relief from IHT to be claimed.

Where an investment in Mattioli Woods Progression is made by reinvesting the proceeds of another BPR-qualifying investment (for example, a maturing enterprise investment scheme, or sale of a family company), the two-year qualifying period can be discounted and the investment will be immediately outside of the estate.

In order to maintain this exemption, the company must continue to undertake trading activities until the death of the shareholder. Money can be removed from a Mattioli Woods Progression company by way of either a profit distribution, or a return of capital, if required.

Key benefits of Mattioli Woods Progression:• A personal private limited company structure for each investor

• The investor retains 100% control of their capital

• Capital exempt from IHT liability after just two years (maximum)

• Uncorrelated asset classes

• Lower-risk trading opportunities

• Opportunity to create a regular income stream

• No borrowings

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DiversificationA Mattioli Woods Progression company will allow shareholders to benefit from a variety of different trading activities. These include offerings where the returns are delivered through capital growth such as forestry and farming, or through income such as renewable energy.

Currently, there are five trades on offer with new trades introduced regularly, and capital will be committed to a range of trading Partnerships alongside the capital of other shareholders.

Stellar aims to commit capital in each company to at least four trading Partnerships to provide a spread of investment risk.

The trades shown on the diagram below are specifically chosen because of their lower-risk characteristics. Many will have a physical asset underpinning their value, such as forestry, farming, hotels, and renewable energy installations. The trades that provide short-term lending will be typically secured against physical assets.

AVAILABLETRADES

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The structureEach Progression company will have its own segregated bank account and will commit capital to Partnerships to carry out a particular trade. Each Partnership will typically be structured as a general or limited Partnership and will be established and operated by Stellar. A shareholder in a Progression company will own a proportion of a Partnership pro rata to the capital each one introduced.

Example Trading Limited

Partnerships

Stellar will be the operator of each Partnership and will be appointed pursuant to an operator agreement. The operator agreement for Stellar’s appointment as operator of a Partnership will be capable of being terminated by either Stellar or the Partnership by at least 12-months’ notice in writing, although in certain circumstances (e.g. the insolvency of either party) the appointment will be capable of termination at any time.

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A bespoke serviceA private limited company incorporated in England and Wales will be incorporated for each investor as their Progression company. Stellar will appoint two directors who will be responsible for the day-to-day running of the company.

Stellar will also provide, or procure the provision of administration, accounting and taxation services to each company. Stellar Company Secretary Limited will be appointed as the Company Secretary.

The shareholder and their Mattioli Woods consultant will decide on the level of investment to be made for estate planning purposes. The number of Progression companies into which an investor’s investment is made will usually depend upon the estate planning advice received by the investor from their consultant. The investor may decide to set up more than one company if, for example, there is more than one intended ultimate beneficiary.

Potential investors interested in forming more than one company should see the associated company’s tax rules on page 37 of this Document.

Each investor will subscribe for all the issued share capital. Ordinary shares of 50p each will be issued to the investor at a price of £1 per share. Issuing shares at a premium will create a share premium reserve to which the issue costs can be charged. See page 27 of this Document for further details.

A copy of the memorandum and articles of association for any company is available on request.

Portfolio selectionIt is Stellar’s intention to commit an investor’s capital in Partnerships in a number of trades within twelve months of the investor’s initial subscription. Stellar will select and manage the Partnerships on a discretionary basis for each shareholder with the intention to give each Progression company a spread of trading activities typically across at least four Partnerships, to mitigate risks associated with any particular trade.

An investor is free to exclude investment in specified trades, or to require that only specified trades are invested in.

Portfolio allocationA shareholder will usually be allocated to at least four Partnerships, equivalent to 80% of their capital, within twelve months of their initial investment.

Not more than 50% of a shareholder’s capital will be allocated to any one trade unless requested specifically by the shareholder.

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FORESTRY

StrategyStellar typically acquires UK woodlands which, on average, will be approximately halfway through their 35-40 year life cycle. The predominant crop species is likely to be a sitka spruce; this is the most commonly planted conifer in the UK. The popularity of sitka spruce arises because it can yield high volumes of timber in a comparatively short time and the timber has a wide diversity of end uses.

Stellar will target woodlands which are capable of outperforming the IPD UK Forestry Index (“Index”) over a period of around ten years. The latest index to 31 December 2014 showed an annualised return from forestry of 8.9% since the launch of the index in 1992.

Returns from forestryThe investment return from forestry comes first from the physical tree growth and, secondly, from any gain generated from increasing timber and property prices.

Typically the return from physical tree growth for an upland conifer site is around 3% per annum. This return is comparable to the income yield from an index-linked gilt. With index-linked gilts, the other half of the return is capital appreciation in-line with inflation. With forestry, the other return comes from changes in timber prices and property values.

The returns from forestry are largely tax-free. The timber harvesting income is not assessable in the hands of investors; the growth in the value of standing timber is also tax-free, and after two years an investment is free from IHT. The only gain that may be subject to tax is that attributed to any increase in the land values upon which the trees stand.

Forestry managerForestry Investment Consultancy was founded in 1995 to provide advisory and administrative services to forestry owners. Its Managing Director, Anthony Wyld, is a chartered surveyor who began his career in rural land management in 1973 and was Marketing Director of Economic Forestry Group during the 1980s.

At present, the forestry manager manages 28 properties comprising a total of approximately 10,000 acres.

The forestry manager will recommend and advise on potential acquisitions and disposals which will include an independent assessment of the value of each forest. It will also arrange for the forests to be maintained, which will include the following:

• Ensuring the forests are appropriately insured

• Advising on timber harvesting

• Arranging for any repairs and forestry replanting to be carried out

• Submitting annual financial budgets for each forest

• Ensuring compliance with all health and safety obligations

SecurityA Mattioli Woods Progression forestry Partnership will acquire the freehold (or long leasehold) interest in each plantation with full title at the Land Registry.

A Partnership will enter into a contract for services with the forestry manager, Forestry Investment Consultancy, and the manager will be directly employed by the Partnerships.

Benefits to investorsUK commercial forestry offers investors access to an asset class that is underpinned by freehold land assets, which offer stable and predictable returns. Forestry is uncorrelated to other asset classes and has low volatility but offers a good opportunity to generate capital growth.

An investment is extremely tax-efficient and through your Progression company you will gain access to a sector that typically requires more significant capital outlay and therefore benefits from more economies of scale.

OUR TRADES

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FARMING

StrategyThe strategy is to acquire a portfolio of farm assets in the UK. These assets will comprise freehold agricultural land and associated buildings that may either be used for dairy or arable farming. Each farm asset will be run by a farmer with responsibility for the day-to-day activities of the farm.

Stellar will take advantage of investment opportunities that may arise in the agricultural sector. These opportunities may arise, for instance, as a result of death, divorce, or debt. This presents an opportunity for those with capital.

Returns from farmingStellar will target farm acquisitions in the UK that will collectively outperform the Rural Property Held Only Properties Index, forming part of the Investment Property Databank (“IPD”) UK Rural Property Investment Index (“the index”), over its life. The index has generated a return of 8.41% per annum since 1981.

It is envisaged that the majority of the return to investors will come by way of capital growth of farm assets. Operational income is likely to be offset by both the direct running costs of the farm assets and the Partnership costs.

Farm managerThe directors and employees of Manor House Farm have been involved in farm, agricultural, environmental, and land management for a combined period of over 25 years.

Under the agreements with Stellar, the farm manager will:

• Act in the negotiation, appraisal and management of the acquisition and disposal of the assets

• Act on any development proposals in respect of any of the assets, and this may involve specific planning and development schemes or land enhancement

• Monitor the performance of the asset

• Carry out (or where necessary facilitate the engagement of experienced individuals to carry out) the day-to-day management and maintenance of all farms acquired

Independent chartered surveyors will provide farm management services and advise on acquisitions, provide valuations and land value forecasting.

The farm manager will seek the provision of property services for certain aspects of the management, maintenance and development of the property and land.

The firm of chartered surveyors appointed will only assist with the identification opportunities and reviewing the investment performance of the farmland market and will not provide investment advice.

SecurityA Mattioli Woods Progression farming Partnership will acquire the freehold (or long leasehold) interest in each farm with full title at the Land Registry.

A Partnership will enter into a contract for services with the Farm Manager, Manor House Farm, and the farmer will be directly employed by the Partnership. Any specialist work, such as harvesting and replanting obligations, will be put out to tender as and when required.

Benefits to investorsUK commercial farming offers investors access to an asset class that is underpinned by freehold, and assets that offer stable and predictable returns.

Farming is uncorrelated to other asset classes and has low volatility, but offers an opportunity to benefit from capital growth. Investors will get access to a sector that typically requires more significant capital outlay and therefore benefits from economies of scale.

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HOTELS

StrategyStellar intends to acquire either freehold or long leasehold interests in under-valued and under-performing hotels, primarily in key strategic locations outside of London where opportunities exist to rebrand and/or reposition hotels to generate strong annual cash yields and significant uplift in capital value.

The partners Stellar works with have a proven track record in originating and completing hotel acquisitions in the UK and will provide a comprehensive service to include deal origination, the provision of debt finance, and (post-acquisition) asset managing the hotels. The hotels will typically benefit from a franchise agreement with a branded hotel chain and will be run day to day by local staff, overseen by an experienced hotel management company.

Returns from hotelsWell-managed hotels will generate good levels of income which, over time, should increase through both efficient management and price inflation. We reasonably expect capital values to increase as hotels normally change hands on a multiple of profits.

Hotel asset managerStellar will appoint Hetherley Capital Partners Limited (“Hetherley”) to perform the asset management and performance monitoring of the hotels on its behalf.

Hetherley will act as Stellar’s representative in all aspects of the management of the hotel, liaising with the hotel management company on the day-to-day management of the hotel and brand standards. Hetherley will attend monthly owners’ meetings and provide regular updates on the current performance of the hotels and future business strategy.

Hetherly has extensive experience in the UK hotel sector having advised developers, owners and investors in the sector for more than 12 years. Hetherly is currently appointed to a similar role at, amongst others, the Holiday Inn Express at Leeds Armouries, Folkestone and Dundee, and the IBIS in Dublin and Coventry, on behalf of other Stellar funds.

SecurityA Mattioli Woods Progression hotel Partnership will acquire the freehold (or long leasehold) interest in each hotel with full title at the Land Registry. A Partnership will enter into a contract for services with the hotel manager, a franchise agreement with a major hotel brand, and a hotel management agreement with an experienced management company.

Benefits to investorsThis trade affords investors a good level of annual income, which should rise as the asset management efficiencies are generated. This should then lead to the potential for capital growth following the increase in profitability. Freehold or long leasehold assets underpin the security of this trade.

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BRIDGING FINANCE

StrategyBridging finance seeks to take advantage of the continued difficult conditions in the lending market. Specifically, capital will be provided for the property market on a short-term basis that will always be secured against a charge on property assets.

Typical transactions will involve investors seeking to acquire buy-to-let properties who need to acquire the property, refurbish, and find a tenant before a buy-to-let mortgage is approved. The short-term loan will enable the buyer to secure the property and find a tenant. The capital advance will be replaced by the mortgage obtained.

Alternatively, vendors of property may require short-term capital ahead of the completion of any property sale. Stellar also seek business owners who need access to short-term capital and pledge their property as security for the transaction.

Returns from bridging financeBridging finance produces a regular income stream and the principal sum borrowed is repaid at the end of the finance period. The finance period is typically between six and twelve months’ duration, and the interest rate in the finance agreement is fixed at the start. The interest is also typically charged and received up front and provides certainty of income over the finance period and ensures loan-to-value covenants are not exceeded.

SecurityA Mattioli Woods Progression bridging Partnership will only lend where it can take a charge over the asset, and Stellar insists that the borrower takes their own independent legal advice. Lending terms are never extended and are always repaid at the end of the term. All fees including the interest are typically deducted up front from the amount of the loan, which reduces credit risk.

Bridging finance managerWorking with Bridgefast Finance, investors will take comfort from the steps taken on each transaction, including:

• Confirmation that the borrower has taken independent legal advice

• The borrower has been subjected to a thorough credit-vetting process

• The properties provided as security have been independently valued

• The legal charges against the properties are registered and enforceable

A Mattioli Woods Progression bridging Partnership will ensure in all cases that the property asset has been valued recently, on both an open-market basis and a forced-sale basis; and a Partnership will:

• Ascertain that a mortgage advance is available, subject to normal conditions

• Ascertain that the property is on the market, and help manage this sales process (if applicable)

• Never lend more than 60% of the property’s force-sale value

• Ensure that no loan is greater than 35% of the Partnership’s capital

• Ensure that no individual Mattioli Woods Progression company has more than 25% of its capital in the Partnership (unless requested)

Benefits to investorsThis trade affords investors a predictable income with strong levels of asset security. Whilst there is no expectation of any capital growth, the lower-risk profile of each transaction offers capital protection and complements the other trading activities.

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RENEWABLE ENERGY

StrategyThe Feed-in-Tariffs (FITs) and Renewables Obligation Certificates (ROCs) were subsidies established to help the UK government meet its goal of 15% renewable energy by 2020, by providing renewable energy companies with a pre-defined and index-linked price for electricity generation.

Feed-in-tariffsUnder the FITs programme, any person or company installing FITs-qualifying renewable energies will receive:

• A fixed tariff for each kilowatt hour (kWh) of energy generated (the “generation tariff”)

• A further minimum tariff for each kWh of generated energy not consumed and that is sold to the national grid (the “export tariff”)

The generation tariff and the export tariff are index-linked to the retail prices index (“RPI”) and are typically contracted for 20 to 25 years.

Renewables obligation certificatesThe Renewables Obligation is currently the main support mechanism for renewable electricity projects in the UK.

Eligible renewable generators receive ROCs for each megawatt hour (MWh) of electricity generated from renewable sources. The certificates are tradeable and can be sold to other suppliers to help them fulfil their obligation. Where suppliers do not have sufficient ROCs to cover their obligation, a payment must be made into the buyout fund. The proceeds of the buyout fund are paid back to suppliers in proportion to how many ROCs they have presented. ROCs can thus increase the profitability of renewable energy production, as ROCs have additional value over and above the price of electricity generated.

The buyout price for the 2014/15 obligation is £43.30 per ROC, and will increase in-line with RPI.

Given the anticipated low operating costs of the Partnership, which will operate the generating assets, Stellar believes this indexation means the investments should be attractive in the event there is significant inflation in the UK during the investment time frame.

Returns from renewable energyThe level of the subsidies was set by the government to give projects an annualised return of 5% to 8%, and the subsidies have reduced over the years as has the cost of the equipment. The Partnerships will receive a predictable and secure income stream from major utility companies such as npower and E.ON.

SecurityThe assets will be owned by Mattioli Woods Progression Partnerships and there will be no borrowings. In the case of residential rooftops, the space used by the panels are under a long lease with full rights to access. This arrangement is agreed with all owners’ mortgage companies, where relevant, and all panels are fully insured under maintenance contracts.

The wind turbines are owned by Mattioli Woods Progression Partnerships and lease the land from local landowners. The turbines will be fully maintained and insured.

Benefits to investorsThis opportunity provides investors with a stable and predictable income, underpinned by the subsidies available from the government for up to 25 years. The income is index-linked and protection is afforded by the ownership of the equipment, such as solar panels or wind turbines.

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SUMMARY OF FEES AND EXPENSESThe fees and expenses payable are set out below.

Initial feesAn initial charge of 2% will be levied, of which 1% is payable to Mattioli Woods as the promoter of this investment, and 1% is payable to Stellar as the manager.

This initial charge covers all the initial costs and charges associated with establishing a Mattioli Woods Progression company for investment in Partnerships.

Ongoing feesIn addition, there is an annual management fee of 2% plus VAT to cover the cost of providing full administration and accounting services to a Progression company and each Partnership. This annual management fee is split between Mattioli Woods (0.75% plus VAT per annum) and Stellar (1.25% plus VAT per annum).

Annual management fees will only be charged for the budgeted duration of any Partnership. Should this time frame be exceeded for any reason, no further annual management fees will be charged. Annual management fees will not be charged on cash that has not yet been applied to Partnerships.

The ongoing adviser charge (see below) will be paid by a Mattioli Woods Progression company after the returns generated from each Partnership.

Adviser chargingAdviser charges are costs you have agreed with your Mattioli Woods consultant in payment for the advice they have provided. Adviser charging can be facilitated from your investment by deduction of these charges from the investment amount on the application form.

Any initial adviser charges will be deducted once your investment funds have cleared, and any ongoing adviser charges will be paid twice-yearly.

Partnership manager feesThe fees and charges of the specialist manager who will be responsible for the day-to-day management of each trade will also be paid by each Partnership and are taken into account when determining the target return of 5% per annum.

The level of fees and charges will vary from trade to trade and will be typically no more than 1% per annum of funds invested in each Partnership.

Profit sharingAll costs, including the fees payable to Mattioli Woods, Stellar and the manager of each trade, will be paid by each Partnership and no additional charges will typically be paid.

The target return of 5% per annum for each Partnership is net of all fees and charges, and is therefore the target for both Mattioli Woods Progression and each Partnership, once fully invested. Each Partnership may incentivise the manager for performance, which may result in a Partnership achieving a greater return on the monies committed, with the additional return only becoming due once the target return has been met. The performance fee for a manager will be negotiated on a case-by-case basis, but investors will typically receive at least 50% of the excess return above the 5% per annum target. Once profits have been realised by a Mattioli Woods Progression company, they may determine the policy for paying dividends or retaining profits.

No adviser charging will be taken into account when calculating the target return.

ExpensesThe costs and expenses incurred in running a Mattioli Woods Progression company, such as filing fees, will be payable by Stellar from the management fee received.

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OTHER INFORMATION

ReportingInvestors will receive the annual report and accounts for a Mattioli Woods Progression company, which includes each Partnership that holds a trade in which the investor has invested. This will be sent within three months of the reporting year end of 30 June.

Periodic statements, which contain full information of the value and composition of an investor’s portfolio of Partnerships, will be provided to all investors on a six-monthly basis by Mattioli Woods.

BorrowingsIt is not the intention to use external debt to fund any of the trading activities. However, Stellar may occasionally recommend that debt funding be provided to increase their ability to complete an acquisition, either on a timelier basis or to enhance returns for investors.

If utilised, it is the intention that any debt required will be no more than 40% of an asset’s cost of acquisition.

Should you not wish to participate in any trading activities that utilise debt finance, you should complete section 8 on the application form.

Timing of returnsThe Partnerships that Mattioli Woods Progression companies commit capital to, generate a blend of both income and capital returns. Investors should note that approximately eighteen months should be allowed before the first income distribution can be made from a Mattioli Woods Progression company.

Share premiumThe initial fees will be no more than 2% of the capital subscribed (unless adviser charging is agreed with the investor), and will be charged to a share premium account. This avoids charging these costs to the profit and loss account, where they are not deductible for corporation tax purposes. The number of shares that are issued to an investor will depend on the amount to be invested by the investor. However, of each £1 invested, 50p will be credited to the company’s share capital account and 50p to its share premium account. Together with retained profits, these accounts constitute “shareholder funds”.

AuditA Mattioli Woods Progression company will not be subject to an audit unless required by the Companies Act 2006. It is likely that each company will be able to rely on the exemption from the requirement for a company to undertake an annual statutory audit. To rely on the exemption, the annual turnover must not exceed £6.5 million and the balance sheet should not be more than £3.26 million. Certain conditions must be satisfied by the directors to allow the company to rely on this exemption.

If an audit is required the cost will be borne by the company.

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LiquidityAt some point in the future, an investor (or their beneficiaries) may wish to realise their investments in one or more Partnerships. The ability for an investor (or their beneficiaries) to do this and the timing of the realisation will depend on the Partnerships the investor has invested in.

However, Stellar will seek to match any investor seeking to dispose of their investment in a Partnership (before the realisation of the Partnership) with another investor who may be willing to purchase the investor’s investment at the prevailing Partnership’s net asset value. Stellar makes no assurance that it will be able to match both vendor’s and purchaser’s expectations. If Stellar is unable to arrange a matched bargain, then the investor will not be able to realise their investment in a Partnership until the trade is realised.

If Stellar arranges for a transfer of an investor’s investment in a Partnership, Stellar may charge the vendor a fee of up to 2% of the relevant transfer price. This fee is to cover third-party costs incurred.

Following the death of an investor, the following situation may arise:

• The shares in the Mattioli Woods Progression company will be transferred to the control of the executors of the deceased’s estate

• The executors will then transfer the shares to those persons specified in the deceased’s will

• The new owner(s) of the shares (the beneficiaries) will be able to choose to wind up, strike off or continue running the company

• If the beneficiaries decide to continue to hold the shares and the investments in the trades, then the terms of the operation of the Mattioli Woods Progression company as set out in this Document will continue to apply

• If the beneficiaries decide to wind up or strike off the Mattioli Woods Progression company (under Section 1003 of the Companies Act 2006), trading activities may cease and there will be a period of time whilst all existing Partnerships in which the Mattioli Woods Progression company has invested in trades are wound up, following the realisation of the particular Partnership

Mattioli Woods and Stellar will assist the beneficiaries in the winding up or the striking off of a company following an investor’s death.

ValuationsEach Mattioli Woods Progression company will be valued annually by Stellar. It is not intended that each Partnership will be independently valued.

InsuranceStellar will ensure that an FCA authorised firm with appropriate permissions will arrange an adequate level of insurance cover for each Partnership.

CashAny amount of an investor’s capital that has not been invested in Partnerships at any time will be held as cash in a bank account set out in the name of the investor’s company with the UK clearing bank, Royal Bank of Scotland plc. Royal Bank of Scotland plc currently pays interest on its business reserve account of between 0.05% and 0.25% per annum. Neither Mattioli Woods nor Stellar accepts any liability for the loss of any cash held in any bank account in the event of the bank defaulting.

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Share capital reductionUnder Section 642 of the Companies Act 2006 it is possible to access the majority of unused cash where an investor (or their beneficiary) wishes to do so. Investors should allow four to six weeks from the time of their written consent to the completion of the share capital reduction procedure. However, in some circumstances this procedure may take longer. Stellar will usually charge a fee for performing the work involved to facilitate a share capital reduction of up to £350 plus VAT for the work performed.

Dissolution of a Mattioli Woods Progression companyAn investor (or their beneficiary) may realise their investment by dissolving their company pursuant to section 1003 of the Companies Act 2006. In order to dissolve a company in this way, the company will need to dispose of all of its holdings in Partnerships. Once it has disposed of all of its holdings in Partnerships and the company has ceased trading, the investor should allow a minimum of six months, from the time of their written consent, for the dissolution to be fully completed. However, Stellar will endeavour, where possible, to return the assets to the investor within three months.

If certain assurances are given to HMRC in advance of the dissolution, any distributions made to an investor may be regarded as having been made under a formal wind-up so the value of the distribution is treated as a capital distribution for the purposes of assessing any chargeable gains arising on the disposal of the shares in the company. The cost of this process is payable by the investor’s company.

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Conflicts of interestThere may be occasions when conflicts of interest arise between the interests of Stellar and investors. Conflicts of interest may arise as a result of various factors. The following summarises some of the transactions that could result in conflicts of interest, but is not intended to be an exhaustive list of all such transactions. The following should be carefully evaluated before making an investment.

Other services of StellarStellar and its associated entities may provide investment management services to investors and other clients, including other funds and accounts, whose principal investment policies are either similar or different from those followed by Stellar for the trades contemplated in this Document.

Directors of Stellar may also serve on the board of other entities or other investment committees and may also manage their own proprietary accounts.

Neither Stellar, its associated entities nor any of their representatives are required to refrain from any other activity nor disgorge any profits from any such activity, including acting as investment manager or investment adviser for investment vehicles or managed accounts with objectives similar to or different from those of the Partnerships.

Stellar may utilise the same, or different information, or investment strategies for such other funds as it utilises for the Partnerships.

Mattioli Woods Progression may compete for investment opportunities with other funds or investment vehicles managed by Stellar. Mattioli Woods Progression may also invest in a Partnership in which Stellar or one of the funds managed by Stellar has invested.

Other feesStellar may receive certain fees in connection with the purchase, monitoring or disposition of a Partnership, or in connection with unconsummated transactions or in connection with other services provided to a Partnership. These fees will be disclosed to investors, if possible, prior to Stellar undertaking a Partnership, or alternatively in the next periodic statement to investors following Stellar’s receipt of such fees.

Other activities of management personnel of Stellar will devote such time as shall be reasonably necessary to conduct the affairs of each Mattioli Woods Progression company in an appropriate manner. However, such personnel will be involved in managing or advising other funds and, therefore, conflicts may arise in the allocation of management resources.

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Material, non-public informationBy reason of its other activities, Stellar may acquire confidential or material non-public information or be restricted from initiating certain transactions. Stellar may not be able to act upon such information on behalf of the investors. Given these restrictions, Stellar may not be able to initiate a transaction they might otherwise have initiated on behalf of investors and may not be able to dispose of a Partnership it might otherwise have disposed of.

Further, Stellar may be constrained from disclosing any information received in respect of other funds to investors and which might be relevant to an investment recommendation. As a result, the investors may enter (or, as the case may be, not enter) into a transaction which they would not otherwise have done, or (as the case may be) would have done had such information be known to them.

Conflicting interests of investorsThe investors may have conflicting tax and other interests with respect to their investments. The conflicting interests of individual investors may relate to or arise from, among other things, the nature of a Partnership or the structuring of a Partnership. As a consequence, potential conflicts of interest may arise in connection with decisions made by Stellar, including with respect to the timing of disposing of a Partnership that may be more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. In making investment decisions for investors, Stellar will consider the investment and tax objectives of the investors as a whole, consistent with applicable law, not the investment, tax or other objectives of any investor individually.

No independent adviceThe terms of the arrangements under which each Partnership is established, and the articles of each investor’s company to be operated by Stellar, are not the result of arm’s-length negotiations or representations of the investors by separate legal counsel. Applicants should therefore seek their own taxation and financial advice before investing in Mattioli Woods Progression.

CompensationThe annual management fee is payable to Mattioli Woods and Stellar without regard to the overall success of an investor’s investment.

Mattioli Woods or Stellar will discuss the above conflicts of interest with you upon request. These activities and conflicts of interest are acknowledged and consented to by you when you sign the application form.

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RISK FACTORSYou should consider the following key risk factors which, on their own or together, could have a material adverse effect on an investment in Mattioli Woods Progression:

1. An investment in Mattioli Woods Progression requires a long-term commitment, with no certainty of any investment return and the risk of loss of capital. The return of capital and the realisation of gains, if any, generally will occur only upon the partial or complete dissolution of all trades held by a company as to which there can be no certainty. Trading investments are illiquid and may take months or years to realise.

2. Shares in a Mattioli Woods Progression company will be unquoted, there will be no market for shares, and it is unlikely that any public market will emerge in the future. You should, therefore, note that the value of the shares may go down, perhaps substantially, as well as up and there is no certainty you will get back in full the amount you invest.

3. There is no market for your portfolio of investments in Mattioli Woods Progression and it is unlikely that any public market will emerge in the future. You should consider carefully whether an investment in Mattioli Woods Progression is suitable for you in light of your personal circumstances and the financial resources available to you. There can be no guarantee that any appreciation in the value of a trade will occur or that the investment strategies will be achieved.

4. An investment in Mattioli Woods Progression should not be considered as a short-term investment. Any realisation of your investment in Progression may result in the loss of the Business Relief.

5. Any downturn in the market of the relevant trade could adversely affect the value of your investment in Progression.

6. Your portfolio of trades in Mattioli Woods Progression may comprise a limited number of trades and/or one trade may constitute a significant percentage of your Mattioli Woods Progression portfolio. A decline in value of a trade your investment has been invested in could substantially affect the value of your portfolio.

7. The business of identifying suitable trades for investment is competitive and involves a high degree of uncertainty. High levels of competition may result in Stellar being unable to source suitable trades. Furthermore, the availability of investment opportunities generally will be subject to market conditions. Accordingly, there is no guarantee that Stellar will be able to identify trades.

8. To maximise returns and to qualify for Business Relief, you are likely to need to hold your investment for the medium term. As a consequence, an investment in Mattioli Woods Progression will not be suitable for short-term investment and you should not invest if it is likely you may need to realise your investment over the short term.

9. You will be liable to pay various fees, costs and expenses in respect of your investment, irrespective of whether any profits are realised.

10. No guarantees as to investment performance, capital gains or income distribution are given, either expressly or by implication, in this Document.

11. There can be no assurance that the strategy of Mattioli Woods Progression or the investment strategy of Mattioli Woods Progression will be successful.

12. It may be difficult for you to obtain information relating to the value of your investment or to sell your investment.

13. There is a risk that trading returns may be adversely impacted if a counterparty fails to deliver on its contractual obligations, or experiences financial difficulties.

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14. An investment in Mattioli Woods Progression that is an illiquid asset may impact on your investment returns if the asset cannot be sold at a beneficial price.

15. Determinations of the value of a Mattioli Woods Progression company involves the exercise of discretion if fair value or similar determinations are made. There can be no assurance that the values assigned in good faith by Stellar to a trade will equal or approximate to the price at which it may be sold or otherwise disposed of from time to time.

16. The performance and operation of Mattioli Woods Progression is largely dependent upon the expertise of the directors and certain employees of Stellar and the key personnel of the managers that Stellar may appoint to a trade who may change from time to time. If such persons were to become unavailable, it could have a detrimental effect on the ability of Mattioli Woods Progression to achieve its investment objectives.

17. There is a risk that an extraordinary event, such as a hurricane, flood, tornado, earthquake, terrorist attack or political uprising could adversely affect any Mattioli Woods Progression company at any given time.

18. The value of any trading investment in Mattioli Woods Progression may be affected by uncertainties, such as political developments, changes in government policies and taxation.

19. Changes to legislation that either a Mattioli Woods Progression company, trade, or a Partnership that carries on a trade, is subject to, or the introduction of new legislation or regulations regulating any of these, or a change in the interpretation of the taxation position, or a change in the taxation treatment of any of these may affect the investment performance and the investment returns of your investment.

20. Dependent upon the specific outcome of the trades undertaken, you may incur a taxation liability in advance of profits being distributed to you through Mattioli Woods Progression.

21. The statements in this Document relating to taxation are intended to be a brief description of some of the tax consequences for UK resident investors of an investment in Mattioli Woods Progression. The statements are based on our understanding of applicable law and practice as at the date of this Document. They do not apply to certain classes of investors, such as financial traders who hold property as trading stock, or to non-UK investors. You should seek independent advice on the taxation consequences of an investment in Mattioli Woods Progression, because neither Mattioli Woods nor Stellar can take responsibility in this regard.

22. Each Partnership that carries on a trade will typically be formed as a general Partnership and accordingly, if a Partnership makes a loss, the Mattioli Woods Progression company or those investors that invested in that Partnership may be liable to contribute to that loss, pro rata to their investment in the Partnership. You may therefore need to make a further investment in to your Mattioli Woods Progression company so it has enough capital to contribute to the loss.

The foregoing list of risk factors is not comprehensive and there may be other risks that relate to an investment in the trades. You should note that an investment in Mattioli Woods Progression should be of a medium- to long-term nature and you should speak to your consultant before deciding whether to invest.

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APPENDIX 1 – TAXATIONThe description of inheritance tax, Business Relief (formerly Business Property Relief), and corporation tax is only a summary of the relevant legislation. You should therefore seek advice from a qualified taxation adviser if you require further information. The rules described are those currently in force. However, there is always the possibility that taxation legislation could change in the future. You should note that neither Mattioli Woods, nor Stellar, nor EY LLP (Stellar’s tax adviser) can guarantee the availability of such reliefs, since this may depend on your individual circumstances.

Uk taxationA summary of the UK tax treatment of Mattioli Woods Progression is set out below.

The tax analysis, so far as it applies to investors, is in respect of investors who are resident in the UK for tax purposes.

The analysis is based upon the current legislation, current case law, guidance published by HMRC, and practice existing as of the date of this Document. The foregoing authorities are subject to change and such changes may be retroactively effective. If so, the tax analysis set out below may be affected and may not be relied upon.

You are recommended to seek independent professional advice regarding the tax implications of your investment in light of your individual circumstances. If you are in any doubt as to your tax position, or are subject to tax in any other jurisdiction outside the UK, you should consult an appropriate professional adviser.

Inheritance tax – Business ReliefBusiness Relief is granted under Sections 103-114 IHTA 1984. Under these provisions, the inheritance tax liability that would otherwise arise on the estate of a deceased person, or on a transfer of assets by way of a lifetime gift, may be reduced or eliminated to the extent that the assets comprise relevant business property. For this purpose, relevant business property includes shares where the company concerned is unlisted and is either a trading company or the holding company of a trading group. Currently, 100% Business Relief from inheritance tax is available in respect of shares in an unlisted trading company, regardless of the percentage held by the individual shareholder.

Conditions to be satisfied for Business ReliefThe main conditions which must be satisfied are as follows:

• The shares must have been owned continuously during the previous two years or must have been inherited from a spouse and, when the spouse’s period of ownership is taken into account, the combined period of ownership must be at least two years

• The qualifying business activity must be carried on at the date of death or transfer

Businesses which do not qualify for Business ReliefBusiness Relief is not normally available where the business that is carried on consists wholly or mainly of dealing in securities, stocks or shares, land or buildings (in the absence of a property development trade), or in the making or holding of investments.

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Forestry qualifying trading PartnershipsThere is currently no income tax, capital gains tax, or corporation tax arising on the sale of trees or timber produced from them for forestry Partnerships.

Corporation taxThe Partnerships will be treated as ‘tax transparent’. Accordingly, the Partnerships themselves will not be subject to tax but each Mattioli Woods Progression company will be subject to corporation tax at the prevailing rate of 20% on its share of the trading profits and other income, if any, of the Partnerships to which it belongs.

Corporation tax – associated company rulesYou should be aware that the corporation tax liability of your company may be increased if you have controlling interests in other companies which could then be regarded as ‘associated’ with your company.

For example, another company will be regarded as associated if the majority of the share capital in the other company is owned by you alone, or by you together with your immediate family.

This is likely to apply to you if you, or your immediate family, own more than one Mattioli Woods Progression company.

This section is not intended to be exhaustive and there are other instances where companies may be associated, including if you have a beneficial interest in the share capital of other companies or Partnerships.

You should seek independent taxation advice on this matter.

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APPENDIX 2 – DEFINITIONS“APPLICANT”A person who applies to become an investor

“APPLICATION FORM”A Mattioli Woods Progression application form

“BUSINESS PROPERTY RELIEF”, “BUSINESS RELIEF”, OR “BPR”Relief granted from inheritance tax under sections 103-114 IHTA 1984 on the estate of a deceased person, or on a transfer of assets by way of a lifetime gift, to the extent that the assets comprise relevant business property (as defined below)

“DIRECTORS”The persons who may be appointed as a director of a Mattioli Woods Progression company whose names appear on page 4

“DOCUMENT”This Document, and any supplement to it

“FCA”The Financial Conduct Authority or any successor or replacement body

“FSMA”The Financial Services and Markets Act of 2000, as amended from time to time, and the rules and glossary contained in the FCA Handbook of Rules and Guidance, as amended or replaced from time to time

“HMRC”Her Majesty’s Revenue and Customs

“IHTA 1984”Inheritance Tax Act 1984

“INVESTOR” OR “SHAREHOLDER”Any individual, company or trust which becomes the sole owner of shares in a Mattioli Woods Progression company

“MATTIOLI WOODS”Mattioli Woods plc, a company incorporated in England and Wales with registered number 3140521, which is authorised and regulated by the Financial Conduct Authority

“PARTNERSHIP”A general or limited Partnership that is formed by a number of Mattioli Woods Progression companies to carry on a trade as described in this Document

“PROGRESSION”, “MATTIOLI WOODS PROGRESSION” OR “COMPANY”A company incorporated by Stellar on behalf of each investor which carries on trading activities through Partnerships, by acquiring a portfolio of Partnerships as described in this Document

“RELEVANT BUSINESS PROPERTY”Property, including shares in unquoted trading companies, which qualifies for relief from inheritance tax under the Business Relief provisions contained in IHTA 1984

“SHARES”Ordinary shares of 50p nominal value each in a company

“STELLAR”Stellar Asset Management Limited, a company incorporated in England and Wales with registered number 06381679 which is authorised and regulated by the Financial Conduct Authority

“TCGA 1992”Taxation of Chargeable Gains Act 1992

“TRADE”A trading venture which is commercial forestry, commercial farming, renewable energy, bridging finance or hotels described in this Document which qualifies for Business Relief

“UK”The United Kingdom of Great Britain and Northern Ireland

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APPENDIX 3 – GENERAL INFORMATION

ResponsibilityMattioli Woods and Stellar have taken all reasonable care to ensure that the facts stated in this Document are true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement in this Document, whether of fact or opinion.

All statements of opinion and/or belief contained in this Document and all views expressed and all projections or forecasts, or statements relating to expectations regarding future events or the possible future performance of Mattioli Woods Progression, represent our own assessment and interpretation of information available to us as at the date of this Document. No representation is made or assurance given that such statements, views, projections or forecasts are correct or that the objectives of a Mattioli Woods Progression company will be achieved. You must determine for yourself if such statements, views, projections or forecasts are reasonable and no responsibility is accepted by Mattioli Woods, Stellar or any other person in respect thereof. You are strongly advised to conduct your own due diligence, including, without limitation, on the legal and tax consequences to you of investing in Mattioli Woods Progression.

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WEALTH MANAGEMENT & EMPLOYEE BENEFITS

Authorised and regulated by the Financial Conduct Authority

www

Aberdeen 8 Queen’s Terrace, Aberdeen, AB10 1XL Tel: 01224 652 100 ◆ Fax: 01224 652 101

Buckingham Investment House, 22-26 Celtic Court, Ballmoor, Buckingham, MK18 1RQ Tel: 01280 823 030 ◆ Fax: 01280 822 665

Glasgow 2nd Floor, 229 St Vincent Street, Glasgow, G2 5QY Tel: 0141 375 7120 ◆ Fax: 0141 243 2346

Leicester MW House, 1 Penman Way, Grove Park, Enderby, Leicester, LE19 1SY Tel: 0116 240 8700 ◆ Fax: 0116 240 8701

London Third Floor, 22 Park Street, Mayfair, London, W1K 2JB Tel: 020 7269 4729 ◆ Fax: 020 7269 4701

Newmarket Cheveley House, Fordham Road, Newmarket, Suffolk, CB8 7XN Tel: 01638 564 230 ◆ Fax: 01638 666 328

Preston Lanson House, Winckley Gardens, Mount Street, Preston, PR1 8RY Tel: 01772 555 073 ◆ Fax: 01772 203 688

www.mattioliwoods.com