EFTA01100581

EFTA01100581 FACT SHEET Exclusive access to ERIC WRIGHT FASHION MANAGEMENT LIMITED ("EWFML") Purpose & Strategy EWFML has been established to provide potential investors with an opportunity to participate in the creation of a new luxury fashion brand. It is the intention of the Directors to build the company and the brand into an international multi-million pound business offering early stage investors a clear mid- term exit strategy. Background, Market Position & Opportunity Eric Wright is a leading fashion designer. There is widespread awareness of Eric's importance in the fashion industry and the influence he has not only on other labels, as well as on those he has designed. He worked in partnership with Karl Lagerfeld for 20 years, acting as his right hand man as well as for many of the fashion houses under Karl Lagerfeld's direction. These partnerships included: Lagerfeld, Chloe, Chanel (image consultant), Fendi (design director). Subsequently Eric has worked for Trussardi (menswear), Roberto Cavalli (menswear), Faconnable (creative director) and now creative consultant for Italian Independent. Initial focus will be on creating a new menswear label comprised of clothing and accessories that bear Eric's hallmarks of quality, integrity, craftsmanship and vision. The concept of Eric Wright © is to create the essential wardrobe for the modern man. The intended use of each garment or item will reflect the lifestyle of the Eric Wright © customer: independent, discerning, discreet, elegant and self- assured. The intention is to re-define his wardrobe for work, travel and leisure. Eric has identified a gap in the market place which falls between those brands offering an interpretation of classic styles in high quality fabrics, but with conservative shaping/detail (Loro Piana or Hermes) and those who present a more modernist, avant garde concept. The collections will be sold worldwide via selected prestigious retailers, limited to 20-30 initially and expanded within a target period of 5 years. Retail partners at this end of the market are aware of Eric and many will have bought collections designed by him. Emphasis will be placed on selecting the best retail partners in key territories. These stores will offer the widest representation of product and promote the brand most effectively. Eric has built strong personal relationships with many factories both in Italy and the Far East and the intention is to collaborate with these specialised manufacturers, renowned in their field, to utilize their techniques to produce unique items under the Eric Wright © label. In summary Eric Wright © business vision is to: Develop a subtle, well-crafted luxury brand that reflects Eric Wright's personal philosophy Provide unique high quality, desirable menswear to the luxury market which competes alongside those of Hermes, Brunello Cucinelli, Bottega Veneta, and Tom Ford. Expand the menswear/accessories collections and develop a diversified business incorporating womenswear and ancillary licensed products lines such as fragrances, watches, jewellery, eyewear, bags and luggage Grow own retail outlets with two stores opening in first 5 years Deliver clear exit opportunity for primary investor group post initial 5 year lock in period via part sale of business to institutional investor 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 - EWFML wishes to offer up to 3,500,000 Class A Shares of 0.1p each in the capital of the Company for subscription at a price of £1 per Class A Share (although the Directors may decide, in their absolute discretion, to offer additional Class A Shares for subscription). - Class A Shares will rank pad passu in all respects with other existing Class A Shares and will rank in full for all dividends and other distributions thereafter declared, made or paid on the share capital of the Company. - The Offer is not being underwritten. - The acceptance of applications is at the discretion of the Directors who reserve the right to refuse an application in whole or in part. ERIC WRIGHT FASHION MANAGEMENT LTD STRUCTURE - Eric Wright © has a strong management team with complementary skills and wealth of industry experience - Eric Wright: design director - Mehmet Aricioglu: general manager. 25 yr fashion veteran in the luxury menswear and fashion retail market. He has worked across both sectors with Hugo Boss for 12 years, Bogner, Tommy Hilfiger, Joop and Benetton - Philippe Cleach: non exec director/counsel: ex CEO Cerruti. 20 yrs as M&A lawyer. Facilitated deals such as Fendi's sale to LVMH, Revillon to Natexis, Martin Margiela to Diesel Term of [ERIC WRIGHT FASHION MGMT LTD] Structure Commitment Capital Calls Closing Risks Liquidity The term of ERIC WRIGHT FASHION MANAGEMENT LTD is unlimited. ERIC WRIGHT FASHION MANAGEMENT LTD ("EWFML") is a private limited company registered in UK. ERIC WRIGHT FASHION LTD is private limited company fully owned by EWFML and ERIC WRIGHT RETAIL LTD is private limited company fully owned by EWFML. Min. £ 500.000 and in additional multiples of £ 500,000. Commitments will be drawn down from investors on an <<as needed» basis during the investment period with not less than 10 days' prior notice. Initial closing date expected to take place on or before 31 August 2011. However, the Directors, in their sole and absolute discretion, may determine to hold it on a later date. Long-term investment, speculative, entails high investment risk, some or all of the capital could be lost, currency risk. See Section 8 of the Private Placement Memorandum ("PPM») for full list of risks. Available on request. No liquidity, no secondary market, permission to transfer rarely, if ever, granted, investors should be prepared to hold their investment at least until maturity. 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