Prescience Films Ltd 2019 Tales of the Riverbank Investment Opportunity

NOMINEE

Steve Coogan Jim Broadbent Stephen Fry

Miranda Hart Ardal O'Hanlon Peter Serafinowicz

Prescience Films Ltd 2019 Tales of the Riverbank Investment Opportunity

FEATURING

Prescience Films LimitedEquity Information Memorandum

For Tax Year Periods 2019/20 plus early entry for

2018/19 (Pre April 5) investors

TALES OF THE RIVERBANK LtdAnimated New Television Series

UK full scale Cinema Release of the Tales of the Riverbank movie

Audio and E BooksRe-Publishing hardbacks

global distributionre-release of TOTR via "Brit-Box"

and via other paid streaming services.

Prescience Films LimitedCo No: 06424183

Office 52, 15 Ingestre Place, SohoLondon, W1F 0DU

Tel: 0207 971 1299www.presciencefilms.co.ukinfo@presciencefilms.co.uk

Executive Summary

Prescience Films intends to become a leading British Film Production Business. It will acquire intellectual property rights to media, film and television as well as ancillary markets. The profits will be realised from the commercial exploitation of the same.

Currently seeking pre authorisation for SEIS (up to the first 150,000) and then EIS (the balance fully subscribed). Tax Relief should thus be available at rates of 50% on the first 150,000 then 30%thereafter, with 0 capital tax on gains.

Investors are invited to participate in the 2018/19 Tax Year by investing up until April 5th

2019,thereafter investors are invited to invest in the Tax Period 2019/20.

Post these fundraisings the global intellectual property rights of Tales of the Riverbank iwill be purchased, owned and developed by Prescience Films Ltd.

Current ProductTales of the Riverbank is the evergreen Childrens Classic ´narrated in the 60s and 70s by Jonny Morris.

Its star is Hammy the Hamster, who along with his friends GP Guinea Pig, and Roderick Rat have many adventures.

Broadcast in over 80 Countries for 4 decades this remains a valuable property waiting to be reimagined. Our vision will be to create a brand new full animated television series, with crossover merchandising & publishing.

The key features are:

• Prescience Films will own 100% of the total intellectual property on a worldwide basis

• Prescience Films will have access to Broadcasters and Global Distributors

• A similar childrens' property which was very successful was the "Peter Rabbit Film" (2018) grossed $350m world wide(UK $54m)

• Boots, Mothercare, PetsRUs are examples of the High street stockists that might stock merchandising of a successfully launched TV property.

" "

New equity soughtPrescience Films Ltd is Open for Subscriptions until we close Subscriptions at the end of the

2019/20 Tax Year End.

Below are the areas where expenditure will be deployed:

Virtual pitch bible (for TV broadcasters) engaging 3 dimensional characters;

Production budgets for 52 Episodes (First 2 24 x 2 Series 1 and 2);

Scripts adapted taken from originally penned stories;

Pilot Episode;

P&A for the THEATRICAL CINEMA RELEASE of the 2008 Film;

(prints & advertising; commonly called P&A for any theatrical film)

As well as making a brand new full cartoon television series;

Potentially a live children's stage show;

Travel to pitch Commissioning Broadcasters (Globally); these include:

Production costs producing the 12-24 episodes, as well as the pilot episode.

Gross expenses may be off-settable under the DCMS Producer Tax Relief at 20%.

It is usual that the selected Commissioning Broadcaster will advance a percentage of the production budget whereby the balance is covered by the production company Prescience Films.

Investors will receive a pro rata share of the royalties from the total exploitation of all commercial revenue streams enjoyed by the Brand. The anticipated maximum required is approximately 2,000,000 but Prescience Films reserves the right to close the offering early in the event of any risk of Over Subscription.

An independent Collection Agent (example FREEWAY) will be appointed to distribute receipts to each investor including Prescience Films own fees and entitlements.

Investors will receive the pro rata share of net Receipts after all distribution costs have been deducted which is done via the Collection Agent.

Due to the EIS registration high net worth or sophisticated investors (See Self -Certification disclaimer in Application Section) may obtain certain tax reliefs. These include:

*30% rebate on your actual investment into this product contained herein

*zero capital gains tax on exit

*zero income tax, in perpetuity, on any dividends received (your share of company profit)

*zero inheritance tax, should you choose to leave your shares in your Will

The Company will be authorised to issue EIS 1 Certificates as your form of Receipt. HMRC will then send to you within an average of 2 months an EIS3 form to complete whereupon your tax relief will be processed.

SEIS and EIS EnterpriseInvestment Scheme

In the case of the first 150,000 SEIS relief will be available which is 50% income tax rebate.

PFL management will be entitled to 8% for their services to the Limited Company plus 55% of profits, equivelant to their share in the fully diluted equity of PFL assuming it raises its SEIS and EIS offerings are fully subscribed.

Please Complete the Below in Order to Confirm your order of Shares:

Name________________________________________________________(Passport Name)

Address______________________________________________________(Main Residence)

Passport No:___________________________________________________(AML Purposes)

Amount of Subscription Value): _____________________________(Numerical please)

Signature______________________________________________________

In signing the above; I am willing to comply with the Requirements contained of me within the Self-Certificationforms contained in this appendix and I understand my Subscription can be rejected should the Self-Certificationforms not be completed fully. I am returning this form by email with this Section signed and the Self-Certification 2 pages also signed. I am aware I may be asked to evidence a utility bill.

When returning the Subscription documents on email to: info@presciencefilms.co.uk

please include:

X Copy of Passport

X 1 Utility Bill

X EITHER Self Certification form (1 must be signed)

X Retain your Buy Order

STATEMENT FOR SELF-CERTIFIED HIGH NET WORTH INDIVIDUAL

I declare that I am a certified high net worth individual for the purposes of the Financial Services and MarketsAct 2000 (Financial Promotion) Order 2001.I understand that this means:

1. (a)  I can receive financial promotions that may not have been approved by a person authorised by theFinancial Services Authority;

2. (b)  the content of such financial promotions may not conform to rules issued by the Financial ServicesAuthority;

3. (c)  by signing this statement I may lose significant rights;4. (d)  I may have no right to complain to either of the following:-

1. (i)  the Financial Services Authority; or2. (ii)  the Financial Ombudsman Scheme

5. (e)  I may have no right to seek compensation from the Financial Services Compensation Scheme.

I am a certified high net worth individual because at least one of the following applies: -1. (a)  I had, during the financial year immediately preceding, the date below,

an annual income to the value of £100,000 or more;2. (b)  I held, throughout the financial year immediately preceding the date

below, net assets to the value of £250,000 or more. Net assets for thesepurposes do not include:-

1. (i)  the property which is my primary residence or any loan securedon that residence;

2. (ii)  any rights of mine under a qualifying contract of insurancewithin the meaning of the

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or3. (iii)  any benefits (in the form of pensions or otherwise) which are

payable on thetermination of my service or on my death or retirement and to which I am (or my dependantsare), or may be, entitled.

I accept that I can lose my property and other assets from making investment decisions based on financialpromotions.I am aware that it is open to me to seek advice from someone who specialises in advising on investments.

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STATEMENT FOR A SELF-CERTIFIED SOPHISTICATED INVESTOR

I declare that I am a self-certified sophisticated investor for the purposes of the Financial Services and MarketsAct (Financial Promotion) Order 2001.I understand this means:

1. (a)  I can receive financial promotions that may not have been approved by a person authorised by theFinancial Services Authority;

2. (b)  the content of such financial promotions may not conform to rules issued by the Financial ServicesAuthority;

3. (c) by signing this statement I may lose significant rights;4. (d)  I may have no right to complain to either of the following:

1. (i)  the Financial Services Authority; or2. (ii)  the Financial Ombudsman Scheme;

5. (e)  I may have no right to seek compensation from the Financial Services Compensation Scheme.

I am a self-certified sophisticated investor because at least one of the following applies:1. (a)  I am 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 below;2. (b)  I have made more than one investment in an unlisted company in the two years prior to the date

below;3. (c)  I am working, or have worked in the two years prior to the date below, in a professional capacity

in the private equity sector, or in the provision of finance for small and medium enterprises;4. (d)  I am currently, or have been in the two years prior to the date below, a director of a company with

an annual turnover of at least £1 million.

I accept that I can lose my property and other assets from making investment decisions based on financial promotions.

I am aware that it is open to me to seek advice from someone who specialises in advising on investments.

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Tales of the Riverbank a beloved classic from the1970’s re imagined for the 21st Cenutury

Prescience Films LimitedOffice 52, 15 Ingestre Place, Soho

London, W1F 0DUTel: 0207 971 1299

www.presciencefilms.co.ukinfo@presciencefilms.co.uk