Camgraphic EIS – ASA, existing investors only

This offer is now closed

This overview is provided to make it easier for you to form your own view about the opportunity. This is a company for which Wealth Club has previously raised capital. 

What Wealth Club has done: we have reviewed the information provided by the Company and done our own research. Note: this doesn’t constitute an audit.

What to expect post-investment: the Company should provide bi-annual updates for Wealth Club to distribute to shareholders. The Company may also communicate with shareholders directly, however Wealth Club Nominees, which holds the shares, will be responsible for all corporate resolutions and communications relating to voting and pre-emption matters. 

In January 2024, the Company reported it continues to make progress with securing a substantial Series A round (with a term sheet and non-dilutive funding now in place – subject to EU Commission clearance and completion of investor diligence – not guaranteed) and a merger/acquisition of a UK silicon photonics company called Phoelex (which management expects to complete in February subject to diligence and shareholder approval – not guaranteed).

Due to delays in completing these two transactions, management is seeking to raise capital under an Advance Subscription Agreement (ASA) to provide short-term funding to the business and shareholders were asked to approve Shareholder Resolutions, to allow the directors to issue up to £2 million in additional shares.

The Shareholders’ Resolutions were passed on 23 January. Since then, the Company has received more than £250k of investment from new investors under this ASA and is in discussions with other parties for additional capital – not guaranteed. 

Management is seeking to raise at least £1.5 million under this ASA to provide runway to deliver the planned Series A.

Existing shareholders can participate in the ASA should they wish – there is no minimum investment. The deadline for cleared funds is 5pm 16 February 2024.

Important: The information on this website is for experienced investors. It is not advice nor a research or personal recommendation to invest. If you’re unsure, please seek advice. Investments are for the long term. They are high risk and illiquid and can fall as well as rise in value, so you could get back less than you invest.


A brief overview of the ASA

The detailed terms of the ASA are set out in the ASA document. In summary, the pricing is as follows:

  • Completion of a qualifying funding round – if the Company completes a funding round of at least £5 million, shares will be issued under the ASA at the same price as the qualifying round;
  • Longstop date – should no conversion scenario occur within six months of the date of the ASA (longstop), shares will be issued at a share price of £40.76 (shares were last issued in December 2022 at £15.00 per share).

The Company is expecting the ASA to be EIS qualifying but has currently not obtained Advance Assurance. All existing investors can invest under the same terms, should they wish to – please contact us for more information. Please read the ASA document and Shareholder Update in full carefully first. 

Risks – important 

This is a single-company offer with no diversification. It involves investing in an early-stage, unproven, loss-making business, which is by nature high-risk and prone to failure. There is a risk that the capital raised may not be sufficient to achieve the Company’s objectives. You could lose the amount you invest.

Like all investments available through Wealth Club, it is only for experienced investors happy to make their own investment decisions without advice.

There is no ready market for unlisted EIS shares: they are illiquid and hard to sell and value. There will need to be an exit for you to receive a realised return on your investment.

Exits are likely to take considerably longer than the three-year minimum EIS holding period; equally, an exit within three years could impact tax relief. The value of tax benefits depends on circumstances and tax rules can change. 

Before you invest, please carefully read the Shareholder Update, which is the latest shareholder communication, and the Advance Subscription Agreement – alongside the Wealth Club Risks and Commitments.

Structure and fees

Investors will pay no direct initial or ongoing charges to invest. Fundraising costs are being met by the Company. Wealth Club will be entitled to a performance fee on exit. 

Wealth Club investors will invest using a nominee structure. This service is provided by Wealth Club’s subsidiary companies Wealth Club Asset Management Limited (authorised and regulated by the FCA) and Wealth Club Nominees Limited. Wealth Club Nominees Ltd will be completing the ASA subscription documentation on investors’ behalf.

Please refer to the Schedule of Charges for more details on charges.

All the services Wealth Club and, where applicable, its subsidiaries provide are governed by the Terms and Conditions of the Wealth Club Services.

Wealth Club aims to make it easier for experienced investors to find information on – and apply for – investments. You should base your investment decision on the offer documents and ensure you have read and fully understand them before investing. The information on this webpage is a marketing communication. It is not advice or a personal or research recommendation to buy any of the investments mentioned, nor does it include any opinion as to the present or future value or price of these investments. It does not satisfy legal requirements promoting investment research independence and is thus not subject to prohibitions on dealing ahead of its dissemination. 

The details

Type
Single company
Sector
Technology
Target return
Funds raised / sought
-
Minimum investment
-
Deadline
CLOSED
Last updated: 29 January 2024

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