Important Information

This opportunity has been issued by Calavera Limited (“the Company”). For the purposes of s 21 Financial Services and Markets Act 2000 (as amended) (“FSMA”), it is a financial promotion, the content of which has not been approved by any person authorised and regulated under FSMA. It may accordingly only be distributed to persons who can rely upon an exemption from the Financial Promotion Restriction in s 21 FSMA. Such persons include, in accordance with relevant provisions of the FSMA 2000 (Financial Promotion) Order 2005 (“the Order”):

1. Investment professionals, as defined in art. 19(2) of the Order;
2. Any entity of any type specified as high-value in accordance with art. 49(2) of the Order;
3. A person who is the director, officer or employee of any person in the preceding two categories, who is responsible for that entity’s investments and is approached in that capacity; or
4. Certified High Net Worth Individuals, being a person who in accordance with the FCA’s conduct of business rules 4.12.6 R and with art. 48 of and Part 1 of Schedule 5 to the Order, has provided a certificate in the prescribed form that confirms that in the UK fiscal year to 5 April 2015 he had gross income before tax exceeding £100,000 or net qualifying assets exceeding £250,000 (this excludes his principal residence, mortgage finance raised on it, life assurance policies and pensions).
5. Certified Sophisticated Investors in compliance with the FCA’s conduct of business rules 4.12.7 R and art. 50 of the Order
6. Self-Certified Sophisticated Investors in compliance with the FCA’s conduct of business rules 4.12.8 R and art. 50A of the Order

Please note that persons who are certified as “restricted investors” defined by the FCA as an individual who has not invested more than 10 per cent of their net assets in non-readily realisable securities are not entitled to participate in any investment in the Company and any funds so subscribed shall be returned.

Risk warning Your capital is at risk if you invest in early stage unquoted businesses. Investing in start-ups and early stage businesses involves risks, including illiquidity (the inability to sell assets quickly or without substantial loss in value), lack of dividends, loss of investment and dilution, and it should be done only as part of a diversified portfolio. There is no secondary market available meaning that these securities are illiquid. As a result, it is possible you may lose all of your capital. The tax treatment of this business depends on the individual circumstances of each investor and may be subject to change. Past performance and forecasts are not indicative of future performance.

This web page is for the use only of the recipient thereof and may not be reproduced, forwarded or distributed (as copies or in any form) to any person except for the purposes of seeking professional advice prior to investing. The only person who may enter into an agreement with the Company based on the information contained within this web page is the person to whom this web page is sent by the Company. The distribution of this web page in other jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession the web page comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This web page does not constitute a compliant prospectus for the purposes of Part VI FSMA and the Prospectus Regulations made thereunder, as the offer made by the Company is not an initial offer to the public for the purposes of s 85 FSMA. This is because the maximum value of the securities subject to the offer does not exceed €5m in value (or Sterling equivalent). This web page should be read in conjunction with the articles of association of the Company and with the application letter to which this web page is appended.

The Directors are solely responsible for the information contained within this web page. However, no representation is made or warranty given as to the accuracy, completeness, achievability or reasonableness of any projections, views, statements or forecasts contained in this web page relating to future events or the possible future performance of the Company. These are subjective and are based on assumptions and estimates.

Prospective Investors must make their own assessments of the merits of the investment. The financial illustrations are provided for illustrative purposes only. Actual returns could differ materially from those anticipated. Investors should be aware that an investment in the Company offers the possibility of good profits, but also carries a substantial degree of risk, prospective investors should carefully read the risk warnings. A prospective investor should consider carefully whether an investment in the Company is suitable for him or her in light of his/her personal circumstances and the financial resources available to him/her.

The contents of this web page are for general information only and should not be regarded as constituting an offer or a solicitation to buy or sell any securities, or investment advice. It is not directed to any person where (by reason of nationality, residence or otherwise) the availability of the website is prohibited. This web page includes forward-looking statements that reflect the Directors’ intentions, beliefs or current expectations and projections about the future results of operations, financial conditions, negotiations, liquidity, performance, prospects, anticipated growth, strategies, opportunities, trends and the market in which the Company operates or will operate. The Directors have tried to identify these and other forward-looking statements by adding the words “may, will, would, intend, should, expect, anticipate, expect, project, potential, believe, seek, plan, aim, objective, goal, strategy, target, continue” and similar expressions or their negatives.

Forward looking statements are subject to a wide range of risks, uncertainties, assumptions and other factors that could cause the actual results to differ materially from those expressed in, or suggested by, those forward-looking statements. Undue reliance should not therefore be placed on these statements.

Growthdeck Limited is acting solely as adviser to the Company which has issued this web page and is not providing advice or services to any other person. Prospective Investors must make their own assessments of the merits of the investment. The financial illustrations are provided for illustrative purposes only. Actual returns could differ materially from those anticipated. Investors should be aware that an investment in the Company carries a substantial degree of risk, prospective investors should carefully read the risk warnings in this web page. A prospective investor should consider carefully whether an investment in the Company is suitable for him or her in light of his/her personal circumstances and the financial resources available to him/her and should, if they require professional financial advice, engage a suitably qualified independent adviser. Daedalus Partners LLP [FRN: 564221], trading as Growthdeck, is authorised and regulated by the Financial Conduct Authority in the UK.