This document constitutes a securities note dated 14 February 2018 (the “Securities Note”) issued by Fieldsports Channel plc (the “Company”, “Fieldsports Channel”, “we” or “us”, to be incorporated, currently trading as Fieldsports Television Ltd), prepared in accordance with the Financial Services and Markets Act 2000 (“FSMA”) and has been approved by an organisation authorised by the Financial Conduct Authority (“FCA”) in accordance with FSMA.
Additional information relating to the Company is contained in this Share Doc document issued by us on 14 February 2018 (the “Share Doc”). It includes a brief summary written in non-technical language and conveying the essential characteristics and risks associated with the Company and the B Shares of £0.01 each in the Company (the “New B Shares”) which are being offered to the public (the “Offer”) is contained in a summary issued by the Company also dated 14 February 2018 (the “Summary”).
The Company and the Directors accept responsibility for the information contained in the Share Doc. The Company has requested that the FCA provides a certificate of approval and a copy of the Share Doc to the relevant competent authorities in Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Lichtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the UK (together, the “Approved Jurisdictions”) pursuant to the passporting provisions of FSMA.
The distribution of the Share Doc and/or any related documents into a jurisdiction other than the Approved Jurisdictions may be restricted by law and therefore persons into whose possession the Share Doc and/or any related documents comes should inform themselves about and observe any such restrictions. In particular, the Share Doc and the Application Forms should not be distributed, forwarded to or transmitted in, into or from any of the Restricted Jurisdictions or into any other jurisdiction where the extension or availability of the Offer would breach any applicable law. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
It remains the responsibility of any person (including, without limitation, custodians, nominees and trustees) outside the UK wishing to take up the Offer to satisfy himself as to the full observance of the laws of any relevant territory in connection therewith, including the obtaining of any governmental or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such territories.
To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in the Share Doc is in accordance with the facts and does not omit anything likely to affect the import of such information.
Fieldsports Channel plc (to be registered in England under the Companies Act 2006, currently trading as Fieldsports Television Ltd) Offer for subscription to raise £1.6 million (subject to increase at the discretion of the Directors to no more than £50 million) No application has been made, nor is intended to be made, for any shares (including the New B Shares) in the capital of the Company to be dealt in or listed on any stock exchange or market. Shareholders’ authority to create, allot and issue new equity shares (with pre-emption rights disapplied) up to an aggregate maximum nominal value of £23,000 was granted at a general meeting of the Company held on 7 February 2018. New B Shares will be issued a price of £10 per share with a minimum subscription of 1 shares per investor and investors may only subscribe in multiples of 1 share for £10. The Offer opens on 16 February 2018. Once the Offer is open, it is expected that New B Shares will be issued on a monthly basis thereafter. The New B Shares will rank pari passu with existing issued B Shares from the date of issue. No change may be made to the rights attaching to the B Shares without the approval of the holders of B Shares. A summary of the full rights and restrictions attributable to the B Shares are set out in the Company’s Articles of Association.
The New B Shares are created under the Companies Act 2006 and will be issued in registered form and be transferable in both certificated and uncertificated form and will rank for all dividends and other distributions declared, paid or made by the Company in respect of the New B Shares thereafter. Applications, once made, may not be withdrawn save where a supplementary Share Doc is published by the Company in which case investors may withdraw their applications during the two Business Days following the publication of the supplementary Share Doc. Share certificates will be dispatched in electronic form, via email, by post and in person. The Offer will close on 31 December 2018 or earlier if fully subscribed or at the discretion of the Directors. Copies of this document, the Summary and the Registration Document are available (and any supplementary Share Doc published by the Company will be available) free of charge from the offices of Fieldsports Channel, at The Old Coach House, Wellisford, Wellington, Somerset TA21 0SB on the Fieldsports Channel website at www.fieldsportschannel.com/shares.
All statements of opinion contained in this Share Doc, all views expressed and all projections, forecasts or statements relating to expectations regarding future events or the possible future performance of the Company represent the Company’s own assessment based on information available to it as at the date of this Share Doc. The third-party information contained in the Share Doc has been accurately reproduced and, as far as Fieldsports Channel is aware and is able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Your attention is drawn to the risk factors set out on page 3 of this document. If you are in doubt as to the action you should take, you should consult an independent financial adviser authorised under FSMA.
To find out more in person, to buy more shares, to find out how to sell your existing shares personally or via this website, email your questions to firstname.lastname@example.org
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This share offer document is a financial promotion approved by an FCA-approved organisation (PERG 8.2).
Please note, this offer is not open to investors from the USA. If you would like to donate to our #ForceOfNatureProject fund and help us win against the antis, visit FieldsportsChannel.tv/forceofnature