CARNABY’S OTHELLO PLC55 New Oxford Street

London WC1A 1BS

Tel: 08000 22 33 45

www.carnabyinternational.com

BASED ON THE PLAY BY William Shakespeare

WRITTEN & DIRECTED BY

Sacha Bennett

This document is important and requires your immediate attention.

If you are in any doubt about the contents of this document, you should consult a person authorised under the Financial Services

and Markets Act 2000 who specialises in the acquisition of shares and other securities.

There is no listing or admission to deal on any recognised investment exchange for any shares in the Company and no

application has been made. It is not intended at present to apply for any shares to be admitted to the Official List of the

London Stock Exchange, to be traded on AIM or otherwise admitted to dealing on a recognised investment exchange or

any other exchange and there are not, nor are there intended to be, any other arrangements for there to be any dealing in the

shares of the Company.

This Document has been prepared for the purposes of complying with English law and the information disclosed may not be the

same as that which would have been disclosed if this Document had been prepared in accordance with the laws of jurisdictions

outside England. This Document is a financial promotion and has been approved solely for the purposes of section 21 of the

Financial Services and Markets Act 2000 by haysmacintyre Corporate Finance Limited which is authorised and regulated in the

United Kingdom by the Financial Services Authority.

The whole of this Document should be read in its entirety. Any investment decision relating to the Offer should be based

solely on the information contained in this Document as a whole. In particular, your attention is drawn to the section headed

“Risk Factors” in Part 2 of this Document. The Company is a recently formed company with no business record.

CARNABY’S OTHELLO PLC(Incorporated in England and Wales under the Companies Act 2006 with registered number 7905873)

Offer for Subscription of up to 2,000,000 B ordinary shares at £1 per share

Share Capital Issued and to be issued on basis of full subscription

Amount Number Amount Number

A ordinary shares of £1 each £50,000 50,000

B ordinary shares of £1 each £2,000,000 2,000,000

No incorporation of website information The contents of the Carnaby, the Carnaby Media or the Carnaby Film Companies’ websites do not form part of this Document

and investors should not rely on them.

1

3

Introduction and Background to the OfferThe Directors of Carnaby are also the promoters of the Carnaby Film Companies which have funded and created or are creating a

number of films. The Directors are also the promoters of Carnaby Media, an independent music company which was formed inter

alia to exploit soundtrack albums created by its artists to be used in the further slate of films which the Directors expect to create.

Reasons for the offerThe Company is seeking to raise up to £2,000,000 (before expenses) for the purposes of financing, producing and exploiting a

British feature film currently entitled Othello. If the Minimum Amount is not raised by 12/10 2012 (or such later date as the Director

may decide), the Film will not proceed and applicants will be refunded their subscription money in full without interest. If only the

Minimum Amount is raised, the Directors intend to make a film suitable for television or video release. If the Offer is less than fully

subscribed or if the budget has to be increased, the Directors may seek to raise additional finance in the longer term to

complete the Film. Such additional finance may be obtained in a number of different ways including (without limitation) through

a combination of grants, co-productions with or loans from third parties, or by paying the crew, cast, equipment suppliers and other

key personnel on a deferred basis.

DirectorsChris Hooper and Fred Wasson are the Directors of the Company.

Production TeamIt is intended that the Film will be produced by an experienced production team, which currently includes:

Sacha Bennett – Writer and Director

Gerry Toomey – Head of Production

Ali Asad – The Director of Photography

PR Matters – Press and PR

Adam Deacon – Cast Member

Hayley Nebauer – Costume Designer

Prime Focus – Post Production

Dividend PolicyThe Directors have considered the method by which the best returns for Investors may be achieved. Dividend income is taxable

and therefore the Directors are aiming for capital growth in the value of shares in the Company which under EIS rules should be

free of capital gains tax for qualifying shareholders after three years. In order to maximise the capital value of the Company, the

Directors do not propose therefore to distribute dividends during the first three years following the Offer, although dividends may

be paid in subsequent years.

THE FOLLOWING INFORMATION IN THIS SUMMARY IS EXTRACTED FROM, AND SHOULD BE READ AS AN INTRODUCTION

TO THE FULL TEXT OF THIS DOCUMENT. ANY INVESTMENT DECISION RELATING TO THE OFFER SHOULD BE BASED ON

CONSIDERATION OF THIS DOCUMENT AS A WHOLE.

2

Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

PART 1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

PART 2 Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

PART 3 Persons responsible and Advisers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

PART 4 Expected Timetable of Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

PART 5 Film Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9-10

PART 6 Investor Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

PART 7 Sales and Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12-13

PART 8 The Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

PART 9 Production Team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14-17

PART 10 Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

PART 11 Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20-23

PART 12 Accountants’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24-25

PART 13 Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26-31

Procedure for Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Application Form and Terms and Conditions . . . . . . . . . . . . . . 33-34

Duplicate Application Form and Terms and Conditions . . 35-36

Offer StatisticsOffer Price Per B Share £1

Maximum number of B Shares being issued under the Offer 2,000,000

Number of Shares in issue following the Offer assuming full subscription 2,050,000

Percentage the B Shares will represent of the enlarged issued share capital following

the Offer assuming full subscription 97.56%

Gross Proceeds of the Offer assuming full subscription £2,000,000

Net Proceeds of the Offer assuming full subscription £1,895,000

Risk Factors1 The Company will be operating in a competitive industry

where the commercial risks are high. Audience reaction,

initial reviews, public taste and demand cannot be

predicted with any degree of certainty. Accordingly, an

investment in the Company, as with many film, TV or

stage productions is highly speculative and Investors may

not even get back the amount of their original investment

or may lose their investment in full.

2 If the Offer is not fully subscribed, future funds may be

required in the longer term to complete production of

the Film. There is no guarantee that further funds will

be raised through pre-sales, distribution agreements or

otherwise, and failure to do so may prevent the

completion of the Film.

3 Conditional provisional clearance has been obtained from

HMRC in respect of the status of the Company for EIS

purposes. However, no guarantee is given that EIS relief

will ultimately be obtained following the allotment of

shares to subscribers, or that the business of the

Company will be conducted in a way that any EIS relief

will not be withdrawn.

4 Neither the Company, the Directors nor the Company’s

advisors give any warranties or undertakings that

EIS Relief or EIS Deferral Relief will be available or that if

given, such relief will not be withdrawn at some point in

the future.

5 Whilst the film director, head of production, director of

photography, the press and PR advisers, music advisor,

costume designer and post production house on whom

information has been given in this Offer Document have

agreed in principle to work on the Film, no contracts have

been entered into between any of them and the

Company. It is intended that contracts will be finalised

following the successful close of the Offer. However it

should further be recognised that it is possible that a

different production crew to that outline in this Offer

Document may have to be employed, particularly if less

that the full amount of the Offer is raised.

6 The synopsis of the Film has been adapted from the

Shakespeare play “Othello”. However, it may be necessary

to vary, adapt, abridge or alter the story contained in the

original play as part of the development of the script for

the film and the filming and the editing processes, with the

result that the finished Film may differ substantially from

the synopsis and/or the original play by Shakespeare.

7 There is no guarantee, even if the Film is made, that the

Company will be able to secure any distribution or other

promotional arrangement for the Film.

Expected Timetable of EventsOffer opens 3rd Sept 2012

First closing 12th Oct 2012

Issue of B Shares under the Offer expected by 3rd Nov 2012

54

8 The B Shares are not listed. Investment in unquoted shares

and stock carries higher risks than investment in quoted

stocks. An investment in unquoted shares or stock may be

difficult to realise and proper information for determining

the value of the B Shares may not be available.

9 The value of stocks or shares may go down as well as up.

10 The Offer is in respect of B Shares in the capital of the

Company. However, the holders of the A Shares in the

capital of the Company have the right to cast aggregate

of 51 per cent of the voting rights with the result that the

holders of the A Shares will control the Company.

11 The Company has no established trading record. The

Company is not part of a group of companies and

therefore its financial success depends solely on the Film.

12 Individuals considering an investment in the Company are

strongly advised to consult their own professional advisers.

13 If the Minimum Amount is not raised, the Film will not

proceed and applicants will be refunded their subscription

money in full, without interest.

Share CapitalThe Directors are authorised to issue and allot share capital of

£10,000,000 divided into 100,000 A Ordinary Shares of £1

each and 9,900,000 B Ordinary shares of £1 each ranking pari

passu in all respects save as described below.

(1) Voting: Whatever the number of A Shares in issue at any

time, the A Shares shall confer upon the holders thereof

the right (pro rata to the number of A Shares held by each

of them) to cast an aggregate of 51 per cent. of the voting

rights capable of being cast on all matters decided by vote

at general meetings of the Company with the result that

the holders of the A Shares will control the Company.

(2) Dividends: As with regards dividends, save to the extent

that the Company is prohibited from paying dividends by

the Act:

2.1 firstly, an aggregate of up to £1 shall be paid to the

holders of each Share in issue, in proportion to the

number of Shares they hold;

2.2 secondly, an aggregate of up to £0.50 shall be paid

to the holders of each B Share in issue, in proportion

to the number of B Shares they hold: and

2.3 thereafter, any further dividends shall be paid as follows:

(a) 50 per cent. in value of such dividends shall be paid to the

holders of the A Shares in proportion to the number of A

Shares held by each of them; and (b) 50 per cent. in value

of such dividends shall be paid to the holders of the B

Shares in proportion to the number of B Shares held by

each of them.

(3) Return of Capital

On a return of assets on a liquidation, reduction of capital

or otherwise, the holders of the A Shares and the holders

of the B Shares shall be entitled to be paid out of the

surplus assets of the Company remaining after payment

of its liabilities the amount paid up or credited as paid up

on the shares, such payment to be paid in proportion to

the number of A Shares or B Shares held respectively by

the holders of the A Shares or the B Shares (as the case

may be). After such payment has been made to the

holders of the A Shares and the holders of the B Shares,

any further surplus assets shall be paid as follows:

(a) 50 per cent. in value of such surplus assets shall be paid to

the holders of the A Shares in proportion to the number

of A Shares held by each of them; and

(b) 50 per cent. in value of such surplus assets shall be paid to

the holders of the B Shares in proportion to the number

of B Shares held by each of them.

Assuming full subscription under the Offer, the issued share

capital of the Company will comprise £2,050,000 divided into

50,000 A Shares and 2,000,000 B Shares.

The following terms apply in this Document unless the context requires otherwise:

“Act” Companies Act 2006 as amended, repealed or replaced

in whole or in part from time to time

“AIM” the AIM Market of London Stock Exchange plc

“A Shares” the A ordinary shares of £1 each in the capital of the Company

“Articles” the Articles of Association of the Company

“B Shares” the B ordinary shares of £1 each in the capital of the Company

“Board” or “Directors” the board of directors of the Company at the date hereof

“Carnaby Media” Carnaby Media Plc

“Carnaby Film Companies” the film and television production companies previously established by the Directors

namely, Carnaby Films Plc, Carnaby Productions Plc, Carnaby Pictures Plc, Carnaby Feature

Films Plc, Carnaby Film Productions Plc, Carnaby Motion Pictures Plc, Carnaby International

Productions Plc, Carnaby International Films Plc and Carnaby International Pictures Plc

“Company” or “Carnaby” Carnaby`s Othello Plc

“Costs of Production” monies spent in the development and making of the Film

“CTA” the Corporation Tax Act 2010

“Document” or “Offer Document” this Document, including the application form

“EIS” the Enterprise Investment Scheme as particularised in Part 5 ITA

“EIS Deferral Relief” capital gains deferral on reinvestment pursuant to section 150C and Schedule 5B of TCGA

“EIS Relief” income tax relief and/or exemption from tax in respect of chargeable gains

which is available under the EIS

“Film” the proposed full-length feature film currently entitled Othello

“FSA” the Financial Services Authority

“FSMA” Financial Services and Markets Act 2000, as amended, repealed or replaced

(in whole or in part from time to time)

“Gross Receipts” the aggregate sums, exclusive of VAT, received by the Company from the lease, license,

exhibition and commercial exploitation of the Film

“HMRC” HM Revenue and Customs

“Investors” subscribers for B Shares under the Offer

“ITA” the Income Tax Act 2007 as amended, repealed or replaced in whole or in part

from time to time

“Minimum Amount” £300,000 (before expenses) which is the minimum amount which must be raised

by the issue of B Shares under the Offer

“Offer” the offer for subscription to raise up to £2,000,000 by the issue of up to 2,000,000

B Shares on the terms set out in this Document

“Shares” the A Shares and the B Shares

“TCGA” the Taxation of Chargeable Gains Act 1992 as amended, repealed or replaced

in whole or in part from time to time

1 The Company will be operating in a competitive industry where thecommercial risks are high. Audience reaction, initial reviews, publictaste and demand cannot be predicted with any degree ofcertainty. Accordingly, an investment in the Company, as withmany film, TV or stage productions, is highly speculative andInvestors may not even get back the amount of their originalinvestment or may lose their investment in full.

2 If the Offer is not fully subscribed, future funds may be required inthe longer term to complete production of the Film. There is noguarantee that further funds will be raised through pre-sales,distribution agreements or otherwise and failure to do so mayprevent the completion of the Film.

3 Changes in government or government policy could affect thereturn on the Investors’ investment in the Company and may resultin changes in tax rates and reliefs.

4 Conditional provisional clearance has been obtained from HMRC inrespect of the status of the Company for EIS purposes. However,no guarantee is given that EIS relief will ultimately be obtainedfollowing the allotment of shares to subscribers, or that thebusiness of the Company will be conducted in a way that any suchrelief will not be withdrawn.

5 Neither the Company, the Directors nor the Company’s advisorsgive any warranties or undertakings that EIS Relief or EIS DeferralRelief will be available or that if given, such relief will not bewithdrawn at some point in the future.

6 Investors wishing to obtain EIS income tax relief must retain theirshares for three years from the date of issue, or if later date ofcommencement of trade. If the shares are not held for such three yearperiod, any tax reliefs obtained initially will be lost, and must be repaidwith interest. EIS Deferral Relief is withdrawn on a disposal of shares.Accordingly, for Investors wishing to obtain EIS Relief or EIS DeferralRelief, investment in the Company is not suitable as a short-terminvestment. In addition, there are various additional conditionsattached to EIS Relief and EIS Deferral Relief which individualInvestors must satisfy for specified periods. It is therefore vital thatpotential Investors take advice from their own professional adviserson the likelihood of their qualifying for EIS Relief or EIS Deferral Relief.

7 The Offer has not been priced to generate immediate gains andInvestors must be prepared to take a medium term view of theirinvestment. Substantial movement in the price of the shares shouldnot be expected until sufficient time has elapsed for the Company todemonstrate its ability to achieve its projections, aims and intentions.

8 Prospective Investors are also reminded that:

(i) investment in unquoted shares carries higher risks than investmentin quoted shares. An investment in unquoted shares or stock maybe difficult to realise and proper information for determining thevalue of the shares may not be available;

(ii) the value of stocks or shares may go down as well as up.

9 The investment offered in this document may not be suitable for allrecipients and potential Investors are accordingly strongly advisedto consult a person authorised under the Financial Services andMarkets Act 2000 who specialises in advising on the acquisition ofshares and other securities.

10 If the Minimum Amount is not raised by 12/10 2012 (or such otherlater date the Directors may decide), the Film will not proceed andapplicants will be refunded their subscription money in full withoutinterest.

11 Whilst the film director, head of production, director ofphotography, press and PR advisers, Cast Member, costumedesigner and post production house on whom information hasbeen given in this Document have agreed in principle to work onthe Film, no contracts have been entered into between any ofthem and the Company. It is intended that contracts will befinalised following the successful close of the Offer. However itshould further be recognised that it is possible that a different crewto that outlined in this Offer Document may have to be employed,particularly if less that the full amount of the Offer is raised.

12 The synopsis of the Film has been adapted from the Shakespeareplay “Othello”. However, it may be necessary to vary, adapt, abridgeor alter the story contained in the original play as part of the development of the script for the film and the filming and the editing processes, with the result that the finished Film maydiffer substantially from the synopsis in Part 5 and/or the originalplay by Shakespeare.

13 There is no guarantee that, even if the Film is made, that theCompany will be able to secure any distribution or otherpromotional arrangements for the Film.

14 Any infringement of any intellectual property rights necessary foror arising from the Film may ultimately affect the value of anyinvestment and Investors may not get back the amount of theiroriginal investment.

15 The Company has no established business, products or customersand does not intend to acquire any assets. The Company is not partof a group of companies and therefore its financial successdepends solely on the Film.

16 As there is no public market for the shares in the Company theCompany’s ability to raise further equity capital in the future maybe limited.

17 The market for shares in smaller companies is less liquid than forlarger corporations. Consequently, the B Shares may be difficult tobuy and sell and Investors therefore may not also realise theiroriginal investment.

18 The Offer is in respect of B Shares in the capital of the Company.However, the holders of the A Shares in the capital of the Companyhave the right to cast an aggregate of 51 per cent. of the votingrights with the result that the holders of the A Shares will controlthe Company.

Any investment decision relating to the Offer should be based solely on the information contained in this Document as a whole.All the information set out in this Document should be carefully considered and, in particular, the risks described below. If any ofthe following risks actually materialise, the Company’s business, financial condition, prospects and share price could be materiallyand adversely affected to the detriment of the Company and its shareholders and you may lose all or part of your investment. TheDirectors consider the following risks to be the most significant for potential investors, but the risks listed do not necessarilycomprise all those associated with an investment in the Company. No inference ought to be drawn as to the relative importance,or the likelihood of the occurrence, of any of the following risks by reference to the order in which they appear.

PART 1

76

PART 2

Offer opens 9:00am, 3rd Sept 2012

First closing 5:30pm 12th Oct 2012

Issue of B Shares under the Offer expected by 3rd Nov 2012

PART 3

PART 4

Carnaby and the Directors, whose names appear below, accept responsibility for the information contained in this Document.

To the best of the knowledge and belief of Carnaby and the Directors (who have taken all reasonable care to ensure that such is the

case), the information contained in this Document is in accordance with the facts and does not omit anything likely to affect the

import of such information.

haysmacintyre accepts responsibility for the information in respect of taxation contained in Parts 10 and 11 of this Document and

for its report contained in Part 12 of this Document. To the best of the knowledge and belief of haysmacintyre (who have taken all

reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely

to affect the import of such information. Both the information in respect of taxation prepared by haysmacintyre contained in Parts

10 and 11 of this Document and its report contained in Part 12 of this Document have been included in the form and context in

which they have been included with the consent of haysmacintyre.

Directors, Secretary and Registered Office

DIRECTORS

Chris Hooper

Fred Wasson

both of:

55 New Oxford Street

London WC1A 1BS

Telephone no. 08000 223345

COMPANY SECRETARY

MH Secretaries Limited

REGISTERED OFFICE

Staple Court

11 Staple Inn Buildings

London WC1V 7QH

Advisers

REPORTING ACCOUNTANTS AND AUDITORS

haysmacintyre

Fairfax House

15 Fulwood Place

London WC1V 6AY

a member firm of the Institute of Chartered

Accountants of England and Wales

SOLICITORS TO THE COMPANY

Marriott Harrison

Staple Court

11 Staple Inn Buildings

London WC1V 7QH

PART 5

Persons Responsible

98

Our hero, OTHELLO, is young, handsome and soon to

be very successful. Along with his childhood friend

IAGO, he has carved out for himself a career in the

music industry as a talented performer and producer.

One of the big record labels is signing him, and his

future looks golden.

Othello has it all, including the love of his life,

DESDEMONA. Their backgrounds though are vastly

different. Whilst Othello comes from the local Cyprus

Housing Estate, Desdemona lives in a nearby suburb,

Little Venice. Her father is an active member of

an extreme right wing political party and clearly

disapproves of her relationship with Othello.

And there is someone else who wants to stop Othello

having a wonderful life: his friend Iago. Jealousy and

rage burn inside him as he is side-lined in the music

deal, and desires Desdemona from afar.

Based on the classic play by Shakespeare, the script is

adapted from the original story but has been given a

modern twist and sensibility.

BASED ON THE PLAY BY William Shakespeare

WRITTEN & DIRECTED BY

Sacha Bennett

An investment in the production of the Film not only offers the opportunity for potential gain but also offers the

opportunity to take part in a creative endeavour in what can be a fascinating and exhilarating process.

An opportunity to participate assupporting castInvestors will have the opportunity to participate as

supporting cast on one or more filming days, or if preferred, to

nominate another person as supporting cast. This has proved

popular with investors in earlier film productions made by the

Carnaby Film Companies, whilst also providing a real

commercial benefit to the production. Alternatively, Investors

may simply attend on one of the filming days to view the

intricate workings of the filming process and see for

themselves how a film is actually made. So, whether as

supporting cast or visitor, it should prove a fascinating and

exciting day, and provide an opportunity to become involved

with the filmmaking community.

Social EventsDuring the production of the Film, social events may be

organised from time to time. The opportunity to mingle with

the cast, crew and other Investors is one of the pleasures of

participation in the project. Investors will be invited to social

events to be organised to celebrate the completion of the Film

including a screening in the West End of London with the stars

of the Film and other film and television personalities.

11

He hatches a plan to destroy Othello’s life and usurp it for

himself. Tricking an unwitting mutual friend ruining

Othello’s big promotional night, Iago schemes up a plot

that quickly gets out of control and results in murder.

As Othello and Iago struggle to keep hold of their lives,

Desdemona’s father does all he can to stop the doomed

lovers from marrying – but he need not try so hard; Iago

executes a scheme that implicates Desdemona as having

cheated on Othello. Our hero falls for it.

Disowned by her father, and with Othello refusing to see her,

Desdemona hits rock bottom and tries to commit suicide.

She is saved by her friend, Emilia – Iago’s girlfriend – who

was innocently instrumental in the deception upon Othello.

Desdemona has a final showdown with Othello, but it ends

tragically: Desdemona dies, her blood on Othello’s hands,

with Emilia explaining how Iago planned to ruin his life.

With God’s fury, Othello tracks Iago down, looking for

revenge – Iago receives his just punishment, but the

events overcome Othello and he kills himself, unable to live

without his one true love: Desdemona.

10

PART 6

The worldwide market for the sale and exploitation of feature

motion pictures is divided into “territories”. These territories

would typically comprise:

i) United States and Canada

ii) Europe

iii) Australia

iv) Latin America

v) Eastern Europe

vi) Others e.g. Israel, Middle East, South Africa, India and Turkey

An independent film is usually sold territory by territory to a

local distributor. As well as the cinema, there are many other

ways in which a film may generate revenues:

n TV – revenue from licence fees paid by broadcasters;

cable, satellite etc.

n DVD/Blu-ray – royalties paid in respect of sales

and rentals of the film in DVD and Blu-ray format for

home viewing.

n Airlines – in-flight entertainment revenue in the form

of licence fees paid by airlines.

n Merchandising – in many cases, the characters and

content of films will attract merchandising opportunities.

n Soundtrack – records and publishing – the separate

exploitation of theme and incidental film music by

way of a royalty on sales.

n Other Media – this might include exploitation of a

film production over the internet, including downloads.

A film’s exploitation pattern typically consists of a series

of media “windows”, or periods of time when the film is

exploited in different media. An indicative timetable for these

“windows” may be as follows:

Approximately three months after any release in the cinema,

the film is made available to the “airline”, “hotel” and other

“non theatrical” windows, and shortly thereafter to the “pay-

per-view” window.

Then, depending on the film’s level of theatrical success, it

begins its “home video” window between four and eight

months after its theatrical release. The home video release can

consist either of a low priced “sellthrough” release across all

home video formats or a simultaneous release in the higher

priced rental video market and the lower priced “sell-through”

DVD market, followed later by a release at sell-through pricing

to the video market. The film may however, not have a

theatrical release.

Approximately one year after any theatrical release, the film is

made available to pay-television networks, (the “pay-TV”

window). Pay-TV windows generally last 12 to 18 months,

after which a film may be exploited in varying ways and

sequences in the “basic cable”, “network” and “syndication”

television markets for the balance of its economic life, which

may continue for many years.

A number of films with significant British input have been very

successful in recent years. The table opposite gives details of

the worldwide box office takings of a number of British films

and, in the Directors’ opinion, where there has been British

input on the films a significant factor in their success,

particularly in the United States, has been because they have

a British flavour.

INFORMATION IN PART 7 SOURCED FROM IMDb HAS BEEN ACCURATELY REPRODUCED AND SO FAR AS THE

COMPANY IS AWARE AND IS ABLE TO ASCERTAIN FROM SUCH INFORMATION, NO FACTS HAVE BEEN OMITTED

THAT WOULD RENDER SUCH INFORMATION INACCURATE OR MISLEADING.

PART 7

Chris Hooper CHAIRMAN

As Chairman, Chris will take a supervisory

role. He will have particular responsibility

for overseeing the general and financial

management of the Company and for

reporting to shareholders. With his wealth

of experience in business, including the

United States financial services industry, he will advise on all

major issues that affect the Company. Chris is a US Citizen and

is also a director and the chairman of the Carnaby Film

Companies as well as being a director and the chairman of

Carnaby Media.

Fred Wasson COMMERCIAL DIRECTOR

Fred’s role will be to oversee the production

and exploitation of Othello. Throughout his

career, Fred, who is also a US citizen, has

gained valuable commercial skills and has

been involved with Carnaby Films Plc,

Carnaby Productions Plc and Carnaby

Motion Pictures Plc in his capacity as marketing director and

with Carnaby Pictures Plc, Carnaby Feature Films Plc, Carnaby

Film Productions Plc, Carnaby International Films Plc, Carnaby

International Productions Plc, Carnaby International Pictures Plc

and Carnaby Media Plc in his capacity as commercial director.

Fred is also a director of Carnaby International Plc. He believes

that the Film has potential for significant audience appeal both

in the UK and internationally.

The Directors of Carnaby are also the promoters of the Carnaby Film Companies which have funded and created

or are creating a number of films. The Directors are also the promoters of Carnaby Media, an independent music

company which was formed inter alia to exploit soundtrack albums created by its artists to be used in the further

slate of films which the Directors expect to create.

PART 8

Principal Revenues from The FilmThe Directors aim to generate principal revenues from the

Film by making direct sales to distributors and television

companies around the world, and believe that the Film’s

Britishness is likely to be a key selling point in territories other

than the UK.

Income from Other RightsIn addition to any income received by the Company from the

exploitation of the Film itself, the Company may receive

revenues from other rights associated with the rights in the

Film. These may include soundtracks for which the Company

intends to use the expertise of Carnaby Media and may also

include sequels, prequels and any subsequent television

series based on the Film.

Performance at the Box Office

Conversion rate (as of 4 July 2012) of $0.6394 to £1.00. Source: IMDbPro. The above figures were taken from IMDb Pro between 21 April 2012 and 27 April 2012.

The above figures which have been rounded to the nearest 1,000 appear for information only and do not constitute comparisons by which the returns or profitability

of the Film should be judged. There are also many other films with significant British input which have failed to make these levels of return.

Film Budget Worldwide Box Office

The Kings Speech (Historical Drama) £9,591,000 (estimated) £246,933,000 (worldwide)

The Inbetweeners Movie (Teen Comedy) £3,500,000 (estimated) £52,591,000 (excluding USA)

Slumdog Millionaire (Drama Romance) Multi Oscar Winner £9,591,000 (estimated) £231,667,000 (worldwide)

Romeo & Juliet £9,271,000 (estimated) £86,536,000 (worldwide)

1312

It is intended that the film will be produced by an experienced production team with the various elements of the

production team organised on a contractual basis. As a result, the company will have no employees, other than

the management team as already disclosed.

Whilst the director, head of production, director of photography, press and pr advisers, music advisor, costume designer

and post production house on whom information has been given in this Offer Document have agreed in principle to

work on the Film, none of them has entered into any written or verbal contract with the Company. It is intended that

written contracts will be finalised following the successful close of the Offer. However it should be recognised that the

ultimate selection will be subject to availability and the Film’s budget, and it is possible that a different crew to that

outlined in this Offer Document may to be employed, particularly if less than the full amount of the Offer is raised

The following personnel have already expressed an interest to work on the film:

PART 9

Sacha Bennett is an award-winning writer/director and producer working with talent

including Bob Hoskins, Jenny Agutter, Phil Davis, Adam Deacon, and John Simm.

Sacha began his career in front of the camera, working on various film and television productions

ranging from the final Blackadder (as Will Scarlett) to BBC documentaries (starring as William

Morris). Moving behind the camera, he has directed pop promos for the likes of Queen (Flash

Gordon remix) and musical visuals (We Will Rock You).

In the last three years, Sacha has written/directed three feature films

and produced a documentary. Sacha wrote, produced and directed his

short film Devilwood (starring John Simm) which went on to win a

number of international awards, including Best Foreign short in New

York. Sacha wrote, directed and produced the feature film, Tuesday -

a heist thriller set in 80s London. The script attracted major talent

including Philip Glenister, Ashley Walters and Kevin McNally. The film

landed UK distribution for cinema/dvd/vod and terrestrial rights

(ITV), and sold internationally including to Australia and Canada.

Sacha’s second feature film Bonded by Blood, which he directed and co-wrote,

received a full theatrical release. Bonded by Blood press quotes include:

“The whole thing is orchestrated with aplomb” EVENING STANDARD

“It’s a well played, decently made story” EMPIRE MAGAZINE

Sacha’s third feature Outside Bet was completed in 2011 and has

been released theatrically by Universal Pictures. This feel-good

comedy-drama attracted a top cast including Bob Hoskins,

Jenny Agutter, Phil Davis, Callum Macnab, Rita Tushingham and

reunited Sacha with Adam Deacon and Vincent Regan.

Gerry has worked with several renowned film directors in a career spanning more than thirty

five years, including Ridley Scott, Alan Parker, David Puttnam, Neil Jordan and Oliver Stone.

Gerry`s early career included films such as Bugsy Malone,

Platoon and The Killing Fields.

His more recent credits include:

A Lonely Place to Die (2011)

Starring Melissa George,

Sean Harris and Karel Roden

Valkyrie (2008)

Starring Tom Cruise and Kenneth

Branagh

Evita (1996)

Madonna and Antonio Banderas

Agatha Christies: Poirot tv series (1993)

The Case of the Missing Will

The Yellow Iris

The Underdog

The Adventure of the Egyptian Tomb

1514

SACHA BENNETT

GERRYTOOMEY

Syrian born Ali has several feature films to his credit including Bonded by Blood,

Dead Man Running and Rise of the Footsoldier.

He has also worked as director of photography on a

number of music videos for top artists such as Oasis,

R.E.M and Joe Cocker.

Ali’s credits include;

The Wee Man (2012)

John Hannah, Patrick Bergin

and Martin Compston

A Lonely Place to Die (2011)

Starring Melissa George,

Sean Harris and Karel Roden

Bonded By Blood (2010)

Adam Deacon and Kierston Wareing

Doghouse (2009)

Starring Danny Dyer and Noel Clarke

ALI ASAD

17

We are pleased to announce that the full

post production for Othello will take place

at Prime Focus London.

Prime Focus is a market leader in post production and VFX and has delivered

work on such films as Avatar, Shrek, Tron: Legacy and Narnia: The Voyage of the

Dawn Treader.

The initial shortlist for the Best Visual Effects Oscar in 2012 contained five Prime

Focus films. From the list of ten, the work ranged from creating complex VFX

shots for Tree of Life and X-Men:First Class to being lead 3D conversion facility

on Harry Potter and The Deathly Hallows part 2 to completing 3D conversion

and stereoscopic VFX shots for Transformers: Dark of the Moon and supplying on set

equipment for Hugo, which went on to win The Oscar for Best Visual Effects amongst others.

HAYLEYNEBAUER

PRMattersPR Matters is a film and television publicity company specialising

in drama and comedy, founded by publicist Anya Noakes, who

has more than 25 years experience in the film industry.

Anya and her colleague Kat Blair handle

all aspects of unit and release publicity for

top independent production companies

including Hat Trick (Have I Got News For You,

Outnumbered, Episodes), Hartswood Films

(Sherlock), Plum Pictures (James May`s Toy

Stories, Wayne Rooney`s Street Striker, Trevor

McDonald`s Secret Caribbean), Angst, (Mock The

Week) and the Hairy Bikers. Anya has also worked

on many feature films with directors such as Neil Jordan

and Ken Loach and with a host of celebrities including

Helen Mirren, Gwyneth Paltrow, Penelope Cruz, Jim

Broadbent, Julianne Moore, Christian Bale, Charlton

Heston, James Nesbitt and Matt LeBlanc. She has also

been Head of Press for the Edinburgh Television Festival

and the London Film Festival.

16

ANYANOAKES

Hayley has worked on a number of feature films including Elizabeth The Golden

Age, starring Cate Blanchett and Clive Owen that won The 2008 Academy award for

best costume design and Stephen Spielberg’s Munich as well as many more top

feature films.

Hayley has been chosen as ‘Artist in residence’ for the prestigious Victoria & Albert Museum of

London for 2012, during this time she will be working from a studio within the Sackler Centre at

the Museum, developing four new costume design aesthetics, drawing from the collections at

the V&A. These aesthetics are being created specifically for Science-Fiction genre design.

All Things to All Men (2012)

Gabriel Byrne and Toby Stephens

The Wee Man (2012)

John Hannah, Patrick Bergin

and Martin Compston

Outside Bet (2012)

Bob Hoskins and Jenny Agutter

A Lonely Place to Die (2011)

Starring Melissa George,

Sean Harris and Karel Roden

Adam is a British actor, rapper, writer and director from Hackney North-East London,

he rose to fame after winning a starring role in the film Kidulthood and the sequel

Adulthood.

Adam has since co-written and co-directed his own urban comedy Anuvahood, following which

Time Out magazine labelled Deacon “The New Face of Youth Cinema”. In February 2012, he won

the BAFTA Rising Star Award for his work on Anuvahood.

His credits include:

Ali G Indahouse (2002)

Sacha Baron Cohen

Kidulthood (2006)

Noel Clark and Jaime Winstone

Adulthood (2008)

Ben Drew and Noel Clark

Outside Bet (2012)

Bob Hoskins and Jenny Agutter

As well as his acting credits, he has appeared

in a number of music videos, recorded a number

of his own songs and contributed material to

soundtracks of the films he has starred in.

Music Video Appearance’s

Who wants to be a Millionaire - by Bashy

Chip Diddy Chip - by Chipmunk

Before I Die – by Professor Green

On it 08 - Featuring Plan B,Snakeyman and Blazay & Alphadecious

ADAMDEACON

Fund Raising under the OfferA maximum of £2,000,000 is to be raised under the Offer, which

will be used to fund the production of the Film and the expenses

of the Offer. The Minimum Amount required to cover the Costs of

Production of a film suitable for television or video release only

and the initial expenses of the Offer is £300,000. If only the

Minimum Amount is raised, the Directors intend to make a film

suitable for television or video release. If the Offer is less than fully

subscribed, or if the budget has to be increased, the Directors may

seek to raise additional finance to complete the Film. Such

additional finance may be obtained through a combination of

grants, co-productions with or loans from third parties, or by

paying the crew, cast, equipment suppliers and other key

personnel on a deferred basis. None of the participants or potential

participants in the Film has yet contractually agreed to accept

deferred payments. Any loan repayments or deferred payments

will have to be made out of Gross Receipts before Investors

receive any return on their investment. If the Minimum Amount is

not raised by 12th Oct 2012 (or such other later date the Directors

may decide), the Film will not proceed and applicants will be

refunded their subscription money in full without interest. The

Minimum Amount cannot be waived without the production of a

supplementary Offer Document which would result in applicants

to the Offer having a statutory right to withdraw their applications.

Dividend PolicyThe Directors have considered the method by which the best

returns for Investors may be achieved. Dividend income is taxable

and therefore the Directors are aiming for capital growth in the

value of shares in the Company which under EIS rules should be

free of capital gains tax for qualifying shareholdings after three

years. In order to maximise the capital value of the Company

therefore, the Directors do not propose to distribute dividends

during the first three years following the Offer, although dividends

may be paid in subsequent years in accordance with the Articles

particularly as mentioned in paragraph 3(b) of Part 13.

Realisation of InvestmentAfter three years, the Directors intend to seek the view of

shareholders regarding the provision of a means of realising their

investment. The Directors may seek a trading facility for the

Company’s shares, or there may be a number of alternatives

available, such as the sale of part or the whole of the Company,

the purchase by the Company of shares held by shareholders, the

introduction of new investors or the sale of the Company’s assets

and subsequent distribution of proceeds to shareholders. Other

opportunities may also arise over the next three years, and the

Directors will consider the most appropriate method having

regard to the Company’s position and requirements at the time,

and make a recommendation to the shareholders.

Details of the OfferUp to 2,000,000 B Shares are being offered at a price of £1 per share,

payable in full upon application. Applications must be for a minimum

of 2,000 B Shares and thereafter in multiples of 1,000 B Shares,

provided the applicant’s shareholding does not exceed 29.9 per

cent. (or 598,000 B Shares assuming the Offer is fully subscribed) of

the total number of B Shares in issue after the Offer closes. The Offer

will open at 9:00am Sept 3rd 2012 The initial closing date is 5:30pm

12th Oct 2012. The Offer may then be extended by the Directors.

The Directors will scale back any applicant’s subscription which

would otherwise result in that applicant obtaining an interest greater

than 29.9 per cent. of the total number of B Shares. The Directors

will scale back an applicant’s subscription on the basis that, in the

opinion of the Directors, would best serve the Company and the

applicants. If the Offer is less than fully subscribed, the shares for the

capital subscribed will be allotted and issued, provided the Minimum

Amount has been achieved. If the Minimum Amount is not raised,

applicants will be refunded their subscription money in full without

interest.

Reporting to ShareholdersThe Company will issue an annual report to each shareholder,

informing them of progress and the financial position of the

Company. The accounting reference date of the Company is 30

June 2013 and its first audited accounts will be produced for the

financial period from its incorporation to 30 June 2013. In

addition, the Directors intend to produce occasional informal

newsletters informing Investors of progress.

Management IncentivesThe major objective of the Company will be to maximise its capital

value and the Directors consider that it is in the interests of the

Company and its shareholders that suitable incentives be provided

to the Directors. Accordingly, each of Chris Hooper and Fred

Wasson hold 25,000 A Shares which were subscribed for cash at a

price of £1 per A Share. Further information on the rights attaching

to the A Shares and the B Shares are set out in paragraph 3 of the

Additional Information section to this Document.

1918

PART 10

Capital gains tax reliefTo the extent EIS income tax relief is available and is not liable to

be withdrawn, any capital gain accruing to the original investor on

the disposal of the relevant shares is exempt from capital gains

tax, provided that the shares have been held for a period of at

least three years from when the shares are issued or if later the

date the company commences to trade.

The Investment ProcessThe subscription for the shares must be fully paid, in cash, at the

time the shares are issued. The shares must be issued for the

purpose of raising money for a qualifying business activity. All

money raised by the issue of the relevant shares must be

employed by the investee company for the purpose of a qualifying

business activity within 24 months, or, if later, within 24 months of

the start of the trade. Employing the money raised on the

acquisition of shares or stock in another company is not permitted.

Qualifying Business ActivityA qualifying business activity must be a qualifying trade, or

research and development intended to result in a qualifying trade.

It may be carried on either by the company or by a qualifying

subsidiary, which is at least 90% owned.

Maximum InvestmentThe total amount of relevant investment made in the company in

the year ending on the date the relevant shares are issued must

not exceed £5m (this limit was increased in the Finance Bill 2012

from £2m with the change taking effect from 6 April 2012,

subject to the legislation receiving Royal Assent and the making

of a Treasury appointed day order expected shortly after Royal

Assent). A ‘relevant investment’ is made in a company if the

company issues shares on which it submits a claim for EIS or if an

investment is made in the company by a Venture Capital Trust or

any other risk capital investment which constitutes State Aid.

Basic Rules – Income Tax ReliefIncome tax relief can only be claimed by a qualifying investor. To

be a qualifying investor an individual must not (with one

exception, mentioned below) be connected with the company

either before the shares are issued or within three years of the

issue of the shares (or of the commencement of trade, if later). An

individual is, broadly, connected with a company:

a) if he or an associate of his is an employee, partner or paid

director of the company, or

b) if he and/or an associate possesses, or is entitled to acquire,

more than 30% of the issued ordinary share capital or issued

share capital, or voting power in the company. (This does not

apply, subject to certain conditions, where the only shares

owned are subscriber shares).

For this purpose an associate includes a husband or wife, lineal

ancestor or descendant, a business partner and certain persons

with whom the individual has connections through a trust. A ‘paid

director’ is one who receives, or is entitled to receive, any form of

payment from the company other than certain items such as

The Enterprise Investment Scheme

Summary of EIS LegislationThis is a summary of the main provisions of the EIS so far as

relevant to the Company as set out in Part 5 ITA 2007, Schedule

5B of TCGA 1992, and other relevant legislation. Budget 2012

announced changes to the EIS legislation that are to generally

take effect for shares subscribed on or after 6 April 2012. The

below reflects the draft legislation in respect of EIS included

within Finance Bill 2012 that was published on 29 March 2012.

Consequently these changes do not come in to force until a day

to be appointed by the Treasury.

Basic RulesThe reliefs can only be claimed by an individual, or, for Capital

Gains Deferral Relief, certain trustees, who subscribe for new

shares (‘the relevant shares’) issued in a qualifying company. The

relevant shares issued must be ordinary shares which carry no

preferential rights to assets on a winding up, and no rights of

redemption. Preferential rights to dividends are permitted save

where the share rights to dividends are cumulative or where

payment of dividends is dependent upon the decision of the

company or any other person.

Income Tax Relief for SubscriptionsIncome tax relief is available to individuals in respect of the

amount subscribed for the relevant shares in a qualifying company

at 30%, up to a maximum of 30% of £1,000,000 (previously

£500,000 for shares issued prior to 6 April 2012) for any one tax

year. Where income is insufficient to obtain relief at 30%, relief will

be given to the extent it reduces the tax liability to nil. Individuals

who invest in the relevant shares in a qualifying company can elect

to treat any number of shares up issued to them as if the shares

had been issued in the previous year, and claim relief accordingly,

subject to a maximum carry-back amount of £500,000. Based on

the assumption the investor has made no investments to which

EIS relief is claimed in the current and proceeding tax year relief

could therefore be obtained for an investment of up to a

maximum of £1,500,000 by carrying back £500,000 and claiming

relief for up to £1,000,000 in the current tax year.

Capital Gains Deferral Relief for SubscriptionsA claim may be made to defer the assessment of any chargeable

gain, or any part of such a gain, which arises within the period of

three years before or one year after the issue of the relevant shares

in a qualifying company. The gain, up to the amount subscribed for

those shares, may be deferred until the relevant shares are

disposed of or, if earlier, until certain other events occur.

Amount 30% EIS Income * 28% EIS Capital Combining Both EIS Income

Invested Tax Relief Gains Tax Deferral Tax Relief and CGT Deferral Net Cost

£2,000 £600 £560 £1,160 £840

£4,000 £1,200 £1,120 £2,320 £1,680

£8,000 £2,400 £2,240 £4,620 £3,380

£10,000 £3,000 £2,800 £5,800 £4,200

£20,000 £6,000 £5,600 £11,600 £8,400

£50,000 £15,000 £14,000 £29,000 £21,000

£100,000 £30,000 £28,000 £58,000 £42,000

£200,000 £60,000 £56,000 £116,000 £84,000

£500,000 £150,000 £140,000 £290,000 £210,000

*Only applicable if a Capital Gain exists up to the limit of investment in the tax year and calculated on the assumption that a rate of 28% is payable on

the chargeable gain. Investors are reminded that the Capital Gains Tax Deferral is only deferred and comes back into charge to Capital Gains Tax when

the shares are disposed of or, if earlier, until certain other events occur.

PART 11 OF THE DOCUMENT IS A SUMMARY ONLY OF THE MAIN PROVISIONS OF EIS RELIEF. PART 11 DOES NOT SET

OUT THE RELEVANT PROVISIONS IN FULL AND DOES NOT CONSTITUTE, OR PURPORT TO OFFER ADVICE IN RESPECT

OF TAXATION. ACCORDINGLY, INVESTORS ARE STRONGLY ADVISED TO SEEK PROFESSIONAL ADVICE AS TO THE

TAX RELIEF THAT THEIR PARTICULAR INVESTMENT WILL ATTRACT AND THE TAX CONSEQUENCES OF SELLING OR

OTHERWISE DISPOSING OF THEIR SHARES.

2120

PART 11

Withdrawal of ReliefsIf any of the conditions relating to the company cease to be

satisfied at any time beginning with the issue of the shares and

ending three years later, or three years from commencement of

trade if this gives a longer period, the EIS income tax relief is

withdrawn and /or the deferred gains come back into charge to

tax, as the case may be. Relief is also wholly or partially withdrawn

and the deferred gains come back into charge if, within the three

year period the claimant receives value from the company or

otherwise ceases to be eligible for relief. In the case of Capital

Gains Deferral Relief, the deferred gain comes back into charge on

the disposal of the shares other than to a cohabiting spouse.

Value is received from the company if, for example, it repurchases

or redeems the shares, or makes the individual a loan or advance

which has not been repaid in full before the issue of shares or

provides a benefit or facility to the individual. However in certain

circumstances, ‘insignificant’ amounts of value (or the return of

value to the company without delay) will be disregarded.

Tax AvoidanceThe reliefs are not available unless the shares are subscribed for

genuine bona fide commercial reasons and not as part of a

scheme of arrangement, the main purpose of which, or one of the

main purposes of which, is the avoidance of tax. There must not

be any arrangements that would either secure in advance a

means of realising the shares or underpin their value. In addition

the shares must not be issued in consequence of or in connection

with arrangements whose main purpose is to generate access to

certain tax reliefs (including EIS relief and EIS Deferral Relief) in

circumstances where either the benefit of the investment is

passed to another party to the arrangements, or the business

activities would otherwise be carried on by another party.

Treatment of Gains and Losses on Disposal of SharesA gain ( other than a deferred gain which has been subject to

Capital Gains Deferral Relief ) that accrues to an individual on the

disposal of any shares, in respect of which EIS income tax relief

has been given to that individual and not withdrawn, is not a

chargeable gain for the purposes of capital gains tax. But if the

disposal gives rise to a loss after taking the income tax relief into

account, that net loss can be set against either income or

chargeable gains. A gain that accrues to an individual on the

disposal of shares in respect of which EIS income tax relief

previously given has been withdrawn, or a gain that accrues to

trustees on the disposal of shares, will be a chargeable gain. In

addition, any deferred gain which has been subject to Capital

Gains Deferral Relief will come back into charge to tax on the

disposal, in addition to the gain on the disposal of the shares

themselves. Where an investor (whether an individual or trustee)

realises a loss on the disposal, such loss should be available for set

off against any chargeable gain which has been the subject of

Capital Gains Deferral Relief but which come back into charge to

tax on such disposal.

Claims

Investors make a formal claim for EIS Relief or EIS Deferral Relief

from their inspector of taxes. The claim is made on receipt of Form

EIS 3 from the company. Form EIS 3 is a certificate issued by a

company, with the approval of HM Revenue & Customs, confirming

that it is a qualifying company for these purposes. A company

cannot seek HM Revenue & Customs approval until it has carried on

a qualifying activity for four months. The approval must be sought

within two years of the end of the year of assessment in which the

shares are issued or, if later, within two years of the period

commencing with the date on which the company completed its

first four months of trading. An investor’s claim must be submitted

to his tax inspector no later than the fifth anniversary of 31 January

following the year of assessment in which the shares were issued

(or treated as issued if relief is carried back). The Company proposes

to submit its application to HM Revenue & Customs to issue EIS 3

certificates as soon as it is practicable.

reimbursement of expenses allowable for tax purposes. The

exception referred to above is where at some time following the

issue of the shares the individual is connected with the company,

and is so connected solely by virtue of being a director of the

company who is so paid for services rendered as a director or

employee, but was not so connected in any way before the issue.

Subject to certain conditions, such an individual can be a

qualifying investor.

Qualifying CompaniesThe company must initially (at the time of issue of the shares) not

be quoted on the Official List of the United Kingdom Listing

Authority and there must be no ‘arrangements’ in place for it to

become so quoted. In addition, throughout the period

commencing with the issue of shares and ending three years later

or three years from commencement of trade, if later, it must not

be a subsidiary of, or be controlled by, another company; it must

either exist to carry on a qualifying trade or else be the parent

company and the business of the group does not consist wholly

or to a substantial part in the carrying on of non-qualifying

activities (broadly, investment activities and non-qualifying

trades); and there must be no ‘arrangements’ in existence for the

company to become a subsidiary of, or be controlled by, another

company. The business of the group means what would be the

business of the group if the activities of the group companies

taken together were regarded as one business. A group comprises

the company and any subsidiary in which more than 50% of the

shares are held directly or indirectly by the qualifying company,

but any subsidiary employing any of the money raised by the

issue must be 90% owned. The value of the gross assets of the

company and any subsidiaries must not exceed £15 million

immediately before the issue and £16 million immediately after it.

The issuing company must have less than 250 full time equivalent

employees when the relevant shares are issued. If the issuing

company is a parent company, the total of the full time

equivalent employees of the issuing company and that of all

subsidiaries must be less than 250 when the relevant shares are

issued. The full-time equivalent employee number is calculated as

the number of full time employees plus a just and reasonable

fraction for employees who are not full time. The value of gross

assets and number of employees limits were increased in the

Finance Bill 2012 from £7m (£8m after investment) and 50

respectively with the changes taking effect for relevant shares

issued after 6 April 2012, subject to the legislation receiving Royal

Assent and the making of a Treasury appointed day order

expected shortly after Royal Assent. In addition the issuing

company must have a permanent establishment in the UK and

must not be in difficulty when the relevant shares are issued. A

company is in difficulty where it is unable, whether through its

own resources or with the funds it is able to obtain from its

owner/shareholders or creditors, to stem losses which, without

outside intervention by the public authorities, will almost

certainly condemn it to going out of business in the short or

medium term.

The Directors have undertaken, so far as it is within their power to

do so, to ensure that the Company’s affairs will be conducted so

as to obtain and maintain qualifying status under the EIS

throughout the relevant period.

Qualifying TradesMost types of trades qualify, but the following are excluded:

a) dealing in land, commodities or futures, or in shares,

securities or other financial instruments;

b) dealing in goods otherwise than in the course of an ordinary

trade of wholesale or retail distribution, or acting as a

wholesaler or retailer of goods of a kind which are collected

or held as investments if stock is not actively sold;

c) banking, insurance, money lending, debt factoring, hire

purchase financing or other financial activities;

d) leasing (including letting ships on charter or other assets on

hire ) or receiving royalties or licence fees (subject to certain

exceptions where the royalties or licence fees are from the

exploitation of intellectual property rights the greater part of

the value of which has been created by the recipient

company or its subsidiaries);

e) providing legal or accountancy services;

f) farming and market gardening;

g) holding, managing or occupying woodlands, and other

forestry activities or timber production;

h) property development;

i) operating or managing hotels or similar establishments;

j) operating or managing nursing homes and residential care

homes: and

k) shipbuilding;

l) producing coal or steel:

m) Subsidised generation or export of electricity; and

n) providing services to a trade consisting of any of the above

carried on by a ‘connected person’. The trade must be

conducted on a commercial basis and with a view to the

realisation of profit.

2322

haysmacintyre

The following is the text of a letter from the company’s auditors, haysmacintyre, regarding the company.

The Directors haysmacintyreCarnaby’s Othello Plc Fairfax Huse

Staple Court 15 Fulwood Place

11 Staple Inn Buildings London WC1V 6AY

London

WC1V 7QH3rd Sept 2012

Dear Sirs

Carnaby’s Othello PlcWe report on the financial information set out below. This financial information has been prepared for inclusion in the Document dated

3rd Sept 2012 of Carnaby’s Othello Plc on the basis of the accounting policies set out in note 1.

ResponsibilitiesThe directors of Carnaby’s Othello Plc are responsible for preparing the financial information on the basis of preparation set out in note 1

to the financial information.

It is our responsibility to form an opinion on the financial information and to report our opinion to you.

Basis of opinionWe conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practice Board in the United

Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information.

It also included an assessment of significant estimates and judgements made by those responsible for the preparation of the financial

information and whether the accounting policies are appropriate to the entity’s circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations we considered necessary in order to provide us

with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by

fraud or other irregularity or error.

OpinionIn our opinion the financial information gives, for the purposes of the Document dated 3rd Sept 2012, a true and fair view of the state of

affairs of the company as at 30 June 2012 in accordance with the basis of preparation set out in note 1 and in accordance with UK GAAP.

We hereby consent to the inclusion of our report in the form and context in which it has been included in this Document.

Yours faithfully

haysmacintyreChartered Accountants

REVIEW FOR THE PERIOD

As at 30 June 2012, the company had commenced to trade, with the

following transactions entered into during the period:-

n Carnaby’s Othello Plc was incorporated on 11 January 2012 and

has an accounting reference date of 30th June, with its first set

of accounts being for the period to 30th June 2013.

n On incorporation, Christopher Hooper and Frederick Wasson

were appointed directors and MH Secretaries Limited appointed

company secretary.

n On incorporation, Carnaby’s Othello Plc issued 1 subscriber share

of £1 each to Frederick Wasson.

n On 25 January 2012, Carnaby’s Othello Plc increased its

authorised for issue share capital to £10,000,000 divided

into 100,000 A shares of £1 each and 9,900,000 B shares

of £1 each ranking pari passu in all respects except as

provided in articles 5 and 6 of the company’s articles of

association. The issued subscriber share of £1 was reclassified

into 1 A ordinary share of £1.

n On 25 January 2012, the company issued 49,999 A shares,

25,000 allotted to Christopher Hooper and 24,999 to Frederick

Wasson, all fully paid up.

n On 25 January 2012, the directors entered into service

agreements with Carnaby’s Othello Plc, the material terms of

which are:-

• each director agreed to devote such time as is necessary to

the business of Carnaby’s Othello Plc.

• each director will be entitled to a salary of £15,000 per annum

and Carnaby’s Othello Plc will reimburse all reasonable

expenses incurred by each director.

• each director will be appointed for an initial duration of two

years after which either the director or Carnaby’s Othello Plc

may terminate the agreement by giving six months written

notice to the other party.

n On 12th March 2012, a contract was entered into between the

company and Sacha Bennett, whereby the company had been

granted an option to acquire the rights in the screenplay to the

film.

The option can be exercised at any time within 12 months from

the date of option. The consideration for the acquisition of the

rights pursuant to the option is 2.5 per cent. of the to be finalised

film production budget, which will be payable as follows:

• 20 per cent. on execution of the option agreement:

• 40 per cent. upon commencement of

the principal photography; and

• 40 per cent. upon completion of the principal photography

BALANCE SHEET AS AT 30 JUNE 2012

Current Assets Note £

Cash at bank and in hand 50,000

Creditors: amounts falling due within one year -

Net Assets £50,000

Capital and Reserves

Ordinary share capital 2 50,000

Profit and Loss account -

Shareholders’ Funds £50,000

NOTES TO THE FINANCIAL INFORMATION1. Accounting Policies

The accounting policies, applied on a consistent basis in the

preparation of the financial information, are as follows:-

a. Basis of accounting

The financial information is prepared on the historical cost

convention and in accordance with UK GAAP.

2. Ordinary share capital

Authorised: £

100,000 A shares of £1.00 each 100,000

9,900,000 B shares of £1.00 each 9,900,000

£10,000,000

Called up, allotted and fully paid:

50,000 A shares of £1.00 each £50,000

The A and B shares rank pari passu in all respects except as provided

in articles 5 and 6 of the company’s articles of association.

PART 12

2524

1 The Company(a) The Company was incorporated and registered in England

and Wales on 11 January 2012 under the Act as a public

limited company with the name Carnaby`s Othello Plc and its

registered number is 7905873. The principal legislation

under which the Company operates is the Act and the

regulations made thereunder.

(b) The Company’s registered office is at Staple Court, 11 Staple

Inn Buildings, London WC1V 7QH.

(c) The liability of the members of the Company is limited.

(d) The Company is not a member of a group within the

meaning of the Act and the Company has no subsidiaries.

2 Share Capital(a) The issued share capital of the Company is 50,000 A Shares

all of which are fully paid. The A Shares are in registered form

and are in certificated form.

(b) By resolution dated 25 January 2012:

(i) the Directors were authorised generally and unconditionally

pursuant to and in accordance with section 551 of the Act to

exercise all the powers of the Company to allot relevant

securities (within the meaning of that section) up to an

aggregate nominal amount of £9,999,999 such authority to

expire on the day prior to the fifth anniversary of the passing

of the resolution, save that the Company may pursuant to

the authority make offer or agreement before the expiry of

the authority which would or might require equity securities

to be allotted after such expiry, and the Directors may allot

equity securities in pursuance of such offers or agreements

as if the power conferred thereby had not expired;

(ii) the Directors were empowered, pursuant to section 570 of

the Act, to allot equity securities (as defined in section 560

of the Act) for cash pursuant to the authority referred to in

sub-paragraph (i) above as if section 561(1) of the Act did

not apply to any such allotment, provided that such power

shall expire on the day prior to the fifth anniversary of the

passing of the resolution, save that the Company may before

such expiry make an offer or agreement which would or

might require relevant securities to be allotted after such

expiry and the Directors may allot relevant securities in

pursuance of such offer or agreement as if the authority

conferred hereby had not expired.

(c) The Company may by ordinary resolution increase its share

capital, consolidate and divide all or any of its Shares, cancel

any Shares not taken or agree to be taken by any person and

subdivide its Shares.

(d) Save as disclosed in sub-paragraph 2(b) above, the provisions

of section 561 of the Act, which, to the extent not disapplied

pursuant to section 570 of the Act, confer on shareholders

rights of pre-emption in respect of the allotment of equity

securities which are, or are to be, paid up in cash other than

allotments to employees under employee share schemes, apply

to the authorised but unissued share capital of the Company.

3 Summary ArticlesThe articles of association of the Company, which are

available for inspection, at the address specified in paragraph

23 below, contain provisions, inter alia, to the following effect:

(a) VotingWhatever the number of A Shares in issue at any time the A

Shares shall confer upon the holders thereof the right (pro

rata to the number of A Shares held by each of them) to cast

an aggregate of 51 per cent. of the voting rights capable of

being cast on all matters decided by vote at general

meetings of the Company with the result that the holders of

the A Shares will control the Company.

(b) DividendsAs with regards dividends, save to the extent that the

Company is prohibited from paying dividends by the Act:

1) firstly, an aggregate of up to £1 shall be paid to the

holders of each Share in issue, in proportion to the

number of Shares they hold;

2) secondly, an aggregate of up to £0.50 shall be paid to

the holders of each B Share in issue, in proportion to

the number of B Shares they hold: and

3) thereafter, any further dividends shall be paid as follows:

(i) 50 per cent. in value of such dividends shall be paid to the

holders of the A Shares in proportion to the number of A

Shares held by each of them; and

(ii) 50 per cent. in value of such dividends shall be paid to the

holders of the B Shares in proportion to the number of B

Shares held by each of them.

(c) Return of CapitalOn a return of assets on a liquidation, reduction of capital or

otherwise, the holders of the A Shares and the holders of the

B Shares shall be entitled to be paid out of the surplus assets

of the Company remaining after payment of its liabilities the

amount paid up or credited as paid up on the shares, such

payment to be paid in proportion to the number of A Shares

or B Shares held respectively by the holders of the A Shares

or the B Shares (as the case may be). After such payment has

been made to the holders of the A Shares and the holders of

the B Shares any further surplus assets shall be paid as follows:

(i) 50 per cent. in value of such surplus assets shall be paid to

the holders of the A Shares in proportion to the number of A

Shares held by each of them; and

(ii) 50 per cent. in value of such surplus assets shall be paid to

the holders of the B Shares in proportion to the number of B

Shares held by each of them.

(d) RedemptionThe shares have no redemption rights.

(e) Transfer of SharesSubject to such of the restrictions contained in the Articles

as may be applicable, any member may transfer all or any of

his shares by instrument in writing in any usual or common

form, or in such other form as the Board shall from time to

time approve. Such instrument of transfer must (if so

required by law) be duly stamped and be left at the

registered office of the Company, or such other place as the

Board may appoint, accompanied by the certificate for the

shares to be transferred and such other evidence (if any) as

the Board may require to prove the title of the intending

transferor (and if the instrument of transfer is executed by

some other person on his behalf, the authority of that person

to do so). Every instrument of transfer must be in respect of

only one class of share. The instrument of transfer of a share

shall be signed by or on behalf of the transferor, and the

transferor shall be deemed to remain the holder of the share

until the name of the transferee is entered in the register in

respect thereof. In the case of a partly paid up share the

instrument of transfer must also be signed by or on behalf of

the transferee. Notwithstanding any other provision of the

Articles to the contrary and save with the prior approval of a

special resolution of the holders of each class of shares in the

Company, no interest in any share shall be transferred or

otherwise disposed of nor shall the same be registered by the

Directors, nor shall any arrangement be entered into if, as a

result, the Company would become a subsidiary of another

company or would be controlled (as defined in Section 450

of CTA) by another company or by another company

together with persons connected (within the meaning

adopted for the purposes of Section 139 of ITA) with the

Company and whereby the conditions for relief to

individuals for investment in the corporate trades under

Chapter 1 of Part 5 of ITA would not continue to apply or

whereby such relief would be withdrawn.

(f) Suspension of RightsNo member shall unless the Board otherwise determines:

(i) be entitled to vote at a general meeting either personally or

by proxy or to exercise any privilege as a member unless all

calls or other sums presently payable by him in respect of

shares in the Company have been paid;

(ii) be entitled to vote at a general meeting either personally or

by proxy if he or any person appearing to be interested in

those shares has been duly served with a notice under

Section 793 of the Act and he or any such person in the

absolute discretion of the Board (i) is in default in supplying

to the Company the information thereby requested within

twenty-eight days after service of such notice or such longer

period as may be specified in such notice for compliance

therewith and (ii) has not remedied such default within a

further period of fourteen days after service of a further

notice requiring him to do so.

g) Variation of RightsSubject to the provisions of the Act, if at any time the

capital of the Company is divided into additional different

classes of shares, the rights attached to any class may be

varied or abrogated, whether or not the Company is being

wound up either:

PART 13

2726

(i) in such manner (if any) as may be provided by such rights; or

(ii) in the absence of any such provision with the consent in

writing of the holders of three quarters in nominal value of

the issued shares of that class, or with the sanction of an

extraordinary resolution passed at a separate general

meeting of the holders of the shares of that class.

(h) AGMsThe Company shall in each year hold a general meeting as its

Annual General Meeting in addition to any other meetings in

that year and not more than fifteen months shall elapse

between the date of one Annual General Meeting of the

Company and that of the next. The Annual General Meeting

shall be held at such time and place as the Board shall determine.

(i) Electronic CommunicationThe Company may, subject to the Act, convey or supply all

types of notices, documents or information to the members

electronically, including by making such notices, documents

or information available on a website.

4 Directors(a) Chris Hooper and Fred Wasson were appointed Directors of

the Company on 11 January 2012

(b) In addition to directorships of the Company, the Directors

hold or have held the following directorships or have been

partners in the following partnerships within the five years

prior to the date of this Document:

Chris HooperCarnaby Media Plc

Carnaby International Plc

Carnaby Pictures Plc

Carnaby Feature Films Plc

Carnaby Film Productions Plc

Carnaby International Films Plc

Carnaby International Pictures Plc

Carnaby International Productions Plc

Fred WassonCarnaby Media Plc

Carnaby International Plc

Carnaby Pictures Plc

Carnaby Feature Films Plc

Carnaby Film Productions Plc

Carnaby International Films Plc

Carnaby International Pictures Plc

Carnaby International Productions Plc

(c) Chris Hooper and Fred Wasson were directors of the following

companies which were dissolved in 2010 and 2012

(i) Carnaby Films Plc (dissolved 04 May 2010); and

(ii) Carnaby Productions Plc (dissolved 14 December 2010)

(iii) Carnaby Motion Pictures (dissolved 8th may 2012)

(d) Save as disclosed above none of the Directors has:

(i) any convictions in relation to fraudulent offences for at least

the previous five years;

(ii) had any bankruptcy order made against him or entered into

any voluntary arrangements for at least the previous five years;

(iii) been a member of the administrative, management or

supervisory body of any company which has been placed in

receivership, compulsory liquidation, administration, been

subject to a voluntary arrangement or any composition or

arrangement with its creditors generally or any class of its

creditors whilst he was a director of that company for at

least the previous five years;

(iv) been a partner in any partnership which has been placed in

compulsory liquidation, administration or been the subject

of a partnership voluntary arrangement whilst he was a

partner in that partnership for at least the previous five years;

(v) been the owner of any assets or a partner in any partnership

which has been placed in receivership whilst he was a partner

in that partnership for at least the previous five years;

(vi) been the subject of any official public incrimination and/or

sanctions by any statutory or regulatory authority (including

designated professional bodies) for at least the previous five

years; or

(vii) been disqualified by a court from acting as a member of

the administrative, management or supervisory body of

any company or from acting in the management or

conduct of the affairs of any company for at least the

previous five years.

5 Directors’ Interests(a) The interests, all of which are beneficial, of each Director

(including any interest known to that Director or which could

with reasonable diligence be ascertained by him of any

person connected with a Director within the meaning of

section 252 of the Act):-

Director Number of Shares

Chris Hooper 25,000 A Shares

Fred Wasson 25,000 A Shares

(b) Save as disclosed above, at the date of this Document, no

Director has any interest, beneficial or otherwise, in the share

capital of the Company.

(c) No Director has or has had any interest in any transaction

which is or was unusual in its nature or conditions or

significant with regard to the business of the Company.

(d) No loan or guarantee has been granted or provided to or for

the benefit of any Director by the Company.

(e) There are no potential conflicts of interests between any of

the Directors duties to the Company and their private

interests and/or other duties.

6 Directors’ Service Contracts, Remuneration and Benefits in Kind

(a) Each of the Directors has entered into a letter of engagement

with the Company, the material terms of which are as follows:

(i) each of the Directors agrees to devote such time as is

necessary to the business of the Company;

(ii) each of the Directors will be entitled to a salary of £15,000

per annum and the Company will reimburse all reasonable

expenses incurred by each Director;

(iii) each Director will be appointed for an initial duration of two

years, after which either the Director or the Company may

terminate the agreement by giving six months’ written

notice to the other party; and

(iv) each of the Directors is not entitled to any benefits upon

termination of the letter of engagement.

(b) It is estimated that the aggregate remuneration (including

benefits in kind) of the Directors for the year ending on 31

January 2013 under the arrangements in force at the date of

this document will not exceed £30,000 plus expenses.

7 Corporate GovernanceThe Company does not comply with the United Kingdom

corporate governance regime because, due to the size of the

Board and the scale of the business of the Company at the

current time, the Directors do not consider it necessary to

establish any remuneration nomination or audit committees.

8 Capitalisation and indebtednessAt [31 March 2012], the issued share capital of the Company

is 50,000 A Shares all of which are fully paid.

At the date of this Document, the Company has had no

borrowings, indebtedness or guarantees. There has been no

material change in the capitalisation of the Company since

[31 March 2012].

9 Capital resourcesThe only resources of cash which will be available to the

Company are the proceeds of the Offer. There are various

qualifying conditions attached in order for the Company to

be considered as qualifying for EIS Relief or EIS Deferral

Relief which restrict the use of the proceeds of the Offer. The

Company has no borrowings, indebtedness or guarantees.

10 Minimum AmountThe Minimum Amount which, in the opinion of the Directors,

is the minimum amount which must be raised is as follows:-

The purchase price of any property purchased,

or to be purchased, which is to be defrayed in

whole or in part out of the proceeds of the Offer: Nil

Preliminary expenses and commissions

payable by the Company: £35,000

Repayment of monies borrowed by the

Company in respect of the foregoing: Nil

Working Capital: £265,000

Total: £300,000

2928

The Minimum Amount which must be raised can only be

waived through the issue by the Company of a

supplementary Offer Document. The total amount of the

preliminary expenses (less commissions) of the Offer is

estimated at £35,000 which is payable out of subscriptions to

the Offer. Assuming full subscription for all the B Shares to be

subscribed under the Offer, the total amount of commissions

payable to financial intermediaries is expected to be

approximately £70,000. The total proceeds which are

expected to be raised by the Offer, assuming full subscription

for all the B Shares to be subscribed under the Offer, is

£2,000,000 and on this basis the expected net proceeds after

deduction of professional expenses and commissions to

financial intermediaries is expected to be £1,895,000.If the

Offer is not taken up in full the amount of the capital of the

Company subscribed for thereunder will be allotted provided

the Company receives not less than the Minimum Amount.

11 Substantial ShareholdingsSave as referred to at paragraph 6, the Directors are not

aware of any person who, immediately following the Offer

will be interested in 3 per cent. or more of the issued share

capital of the Company, provided that there is full

subscription for all the B Shares under the Offer.

12 LitigationThe Company is not, or has not been engaged in the

previous 12 months, in any governmental, legal or

arbitration proceedings which may have, or have had, any

significant effect on the Company’s financial position or

profitability nor, so far as the Company is aware, are there

any such proceedings pending or threatened by or against

the Company.

13 Principal ActivitiesThe Company’s principal activity is that of the financing,

production and exploitation of motion picture product.

14 Exceptional FactorsThere have been no exceptional factors which may

have or have had a significant effect on the activities of

the Company.

15 Significant DevelopmentsThere has been no significant change in the financial or

trading position of the Company since [31 March 2012], the

date to which the accountant’s report at Part 12 was prepared.

16 Significant Gross ChangeHad the Offer taken place at the date of incorporation of the

Company then:

(a) net assets would have been increased at the date of

incorporation by the amount of the net proceeds of the

Offer; and

(b) the Company would have started to apply the funds,

together with any interest earned thereon, received under

the Offer in pursuing its business plan and towards

generating earnings.

17 Current ProspectsThe Directors consider that the prospects of the Company

for the financial period ending 30 June 2012 are satisfactory.

18 Working capitalThe Company is of the opinion that, after taking into

account the Minimum Amount, the Company has sufficient

working capital to meet its present requirements, that is for

at least the next 12 months from the date of publication of

this Document.

19 Intellectual PropertyThe Company’s business will involve producing and then

subsequently distributing, licensing and exploiting the Film,

and such ancillary activities as the Board may decide.

20 Taxation of DividendsThe statements that follow are intended only as a general

guide to current law and practice for certain categories of

shareholder. Anyone who is in any doubt as to his tax

position or who is subject to tax in any jurisdiction other

than the UK should consult an appropriate professional

adviser. Under current UK taxation legislation no withholding

tax will be deducted from dividends paid by the Company. A

UK resident individual shareholder will receive, imputed to

any dividend received from the Company, a tax credit equal

to one ninth of the dividend paid. The dividend and tax

credit will be included in calculating the shareholder’s total

income for UK taxation purposes. The tax credit will satisfy

in full the shareholder’s liability to income tax on the

dividend plus the tax credit unless the individual’s total

income exceeds the threshold for basic rate tax in which

case the individual will, to that extent, be liable to tax at the

dividend higher or additional rate in respect of the dividend.

The individual will pay additional tax on the dividend and

related tax credit at a rate currently equal to 22.5 per cent

which equates to 25 per cent of the net dividend. Individuals

liable to income tax at the additional rate will pay additional

tax on the dividend and related tax credit at a rate of 32.5

per cent (27.5 per cent for the dividend received after 5 April

2013 based on announced tax rates included in the Finance

Bill 2012), which equates to 36.11 per cent of the net

dividend (30.55 percent for a dividend received after 5 April

2013 based on announced tax rates included in the Finance

Bill 2012). A UK resident corporate shareholder (other than

certain insurance companies and others holding the shares

as trading assets) will not normally be liable to UK

corporation tax on any dividend received from the Company

and the dividend and associated tax credit will represent

franked investment income in the hands of such a

shareholder. A shareholder of the Company who is not

resident in the UK is not generally entitled to the benefit of

any tax credit in respect of a dividend received from the

Company. However, such a shareholder may be entitled to

reclaim from HMRC a proportion of the tax credit relating to

the dividend if there is an appropriate provision in an

applicable double taxation treaty. A non UK resident

shareholder may be subject to foreign taxation on dividend

income in his country of residence. Any person who is not

resident in the UK should consult his own tax adviser on

whether he is entitled to reclaim any part of the tax credit,

the procedure for doing so and the tax treatment of his

country of residence.

21 Inheritance TaxBusiness property relief (“BPR”) should be available in respect

of the shares provided they have been held by an Investor

for at least two years prior to the transfer of value (for

example, the death of the Investor or the gift of the shares

by the Investor during his or her own lifetime). Provided the

shares remain unquoted and are held for the relevant two

year period, 100 per cent. BPR should be available to give

100 per cent exemption from inheritance tax. If the shares

are the subject of a gift by the Investor and the Investor

does not survive the gift by seven years, the IHT will be

“clawed back” if, broadly, the donee does not continue to

own them at the date of death of the Investor or the shares

no longer qualify for BPR (for example, the Company has

become a quoted company and the holder does not have a

controlling interest in the Company).

22 Material ContractsThe Company is not party to any material contracts other

than in the ordinary course of business from the period since

its incorporation until the date of the publication of this

Document other than:

(a) the engagement letters referred to at paragraph 6 above; and

(b) A contract dated 12 March 2012 between (1) the Company

and (2) Sacha Bennett whereby Sacha Bennett has granted

an option to the Company to acquire the rights in the

screenplay to the Film. The option can be exercised at any

time within 12 months from the date of the option. The

consideration for the acquisition of rights pursuant to the

option is 2.5 per cent. of the to be finalised Film production

budget and has been paid or is payable as follows:

20 per cent on execution of the option agreement: 40 per

cent upon commencement of the principal photography; and

40 per cent upon completion of the principal photography.

23 Documents for InspectionCopies of the following documents may be inspected

at the registered office of the Company and at the offices

of Marriott Harrison, Staple Court, 11 Staple Inn Buildings,

London WC1V 7QH during usual business hours on any

weekday (Saturdays, Sundays and public holidays excepted)

up to and including the date on which the Offer closes:

(a) This Document;

(b) The memorandum and articles of association of the Company;

(c) The accountant’s report set out at Part 12 of this

Document; and

(d) The material contracts referred to at paragraph 22 above.

24 GeneralThe Offer is not being underwritten. The Reporting

Accountants for the purposes of the Offer are

haysmacintyre.

3130

General ConditionsThe purchase price for each B Share is £1. Each application must be

made on the application form supplied in this document and be

accompanied by a separate cheque or bankers’ draft drawn in Sterling

on an account at a branch (which must be in England, Scotland,

Northern Ireland, Wales, the Channel Islands or the Isle of Man) of a

bank or building society which is either a settlement member of the

Cheque and Credit Clearing Company Limited or a member of either

of the committees of the Scottish or Belfast Clearing Houses or which

has arranged for its cheques and bankers’ drafts to be cleared through

the facilities provided by either of those companies or those

committees (and must bear the appropriate sorting code number in

the top right hand corner).

This application form and payment should then be forwarded by

post or hand to:

CARNABY’S OTHELLO PLC55 New Oxford Street London WC1A 1BS

Applicants are advised to allow three full business days for delivery

through the post. Cheques or bankers’ drafts must be made payable to

Carnaby`s Othello Plc and crossed A/C Payee. Applications must be for the

minimum of 2,000 B Shares and thereafter in multiples of 1,000 B Shares.

Applicants will be informed whether they have been successful or not by

letter within seven full business days from the date of receipt of the

application and share certificates will be despatched to shareholders

within twenty eight days following allotment. Share certificates and any

surplus moneys will be retained pending clearance of an applicant’s

cheque. Cheques will be presented for payment on receipt and kept in a

designated account of the Company pending completion of the Offer

and it is a term of the Offer that remittances should be honoured on the

first presentation. The applicant, by completion of the application form,

forgoes his right to any interest on the subscription moneys.

The Board reserves the right to reject any application for B Shares.

The Board also reserves the right to treat as valid any applications for B

Shares, which do not fully comply with the conditions set out in the

application form. If any application for B Shares is not accepted or the

Offer lapses, the amount paid on application will be returned within

seven days of such rejection or lapse. All documents and remittances

relating to this Offer sent by or to an applicant are at the applicant’s risk.

Applications will be considered in order of receipt, save that

applications received with post-dated cheques will not be considered

until the date of the cheque.

Multiple or suspected multiple applications or any application

considered by the Directors to have been made by a nominee are not

acceptable. Joint applications are acceptable, but joint applicants

should note that they might not be able to claim EIS Relief or EIS

Deferral Relief. All joint applicants should sign the application form

and give full names and addresses in block capitals. An applicant

applying on behalf of another person must complete the application

form in the name of that other person and sign his/her name as

attorney and must enclose a power of attorney duly executed.

No person receiving a copy of this document and/or application form

in any territory other than the United Kingdom may treat the same as

constituting an invitation or offer to him, nor should he in any event

use such application form, unless in the relevant territory such an

invitation could lawfully be made to him or such form could lawfully

be used without contravention of any other legislation or other

legal requirements. It is the responsibility of any person outside the

United Kingdom wishing to make an application hereunder to satisfy

himself as to the full observance of the laws and regulations of the

relevant territory in connection therewith including obtaining any

governmental or other consents which may be required or observing

any other formalities needing to be observed in such territory.

The Offer will open ……………. The initial closing date …….. So long

as the Minimum Amount shall have been raised by ……….. the Offer

may then be extended by the Directors.

Further Terms and ConditionsYour attention is drawn to the terms and conditions set out on the

reverse of the application form which forms part of this document

and to the application form.

Important - Money Laundering RegulationsIt is a term of the Offer that, to ensure compliance with the

Money Laundering Regulations 1993 and/or the Money Laundering

Regulations 2003, the Company is entitled to require, at its absolute

discretion, verification of the identity from any person lodging an

application form for B Shares (“the Applicant”) including, without

limitation, from any Applicant who either (i) tenders payment by way

of a cheque or bankers’ draft drawn on an account in the name of a

person or persons other than the Applicant or (ii) appears to the

Company to be acting on behalf of some other person. In the case of

(i) above, verification of the identity of the Applicant may be required.

In the case of (ii) above, verification of the identity of any person on

whose behalf the Applicant appears to be acting may be required.

Pending the provision of evidence satisfactory to the Company

as to the identity of the Applicant and/or any person on whose behalf

the Applicant appears to be acting, the Company may, in its absolute

discretion, retain an application form lodged by an Applicant and/or

the cheque or other remittance relating thereto and/or not enter the

Applicant on the register of members or issue any certificate in respect

of B Shares allotted to the Applicant.

If, within a reasonable period of time following request for

verification of identity and in any case no later than 3pm on the

relevant date of allotment, the Company has not received evidence of

the identity of the Applicant satisfactory to it, the Company may, at its

absolute discretion, reject any such application in which event the

remittance submitted in respect of that application will be returned to

the Applicant (without prejudice to the rights of the Company to

undertake proceedings to cover any loss suffered by it as a result of the

failure of the Applicant to produce satisfactory evidence of identity).

Our Reference

This application form, together with your cheque or bankers’ draft made payable to Carnaby’s Othello Plc should be sent to Carnaby’s Othello Plc, 55 New Oxford Street, London WC1A 6BS. The Offer will open at 9am on 3rd Sept 2012. The initial closing date is5:30pm 12th Oct 2012. So long as the Minimum Amount shall have been raised by 5pm on 12th Oct 2012, the Offer may then be extendedby the Directors.

CARNABY’S OTHELLO PLC

Offer for subscription of up to 2,000,000 ‘B’ Shares payable in full on application

Number of B Shares applied for* Amount enclosed at £1 per B Share

£

*applications must be for a minimum of 2,000 ‘B’ Shares and thereafter in multiples of 1,000 ‘B’ Shares

To: The Directors, Carnaby’s Othello PlcI hereby irrevocably offer (save for the circumstances set out in Section 87q of FSMA (right of withdrawal) to subscribe for the number of fully paid ‘B’ Shares on the terms of the document dated 3rd Nov 2012 (the “Offer Document”) and subject to the terms and conditions set out on the next page and the memorandum and articles of association of the Company. I enclose a cheque/bankers’ draft for the amount specified above, made payable to Carnaby’s Othello Plc and agree to accept the same or such lesser number of such ‘B’ Shares in respect of which my application may be accepted.

I request and authorise you to register any ‘B’ Shares for which this application is accepted in the name(s) set out below:

Surname: Surname:

Title: Title:

Forenames: Forenames:

Address: Address:

Tel: Tel:

Email: Email:

Signature:Signature:

Date: Date:

All joint applicants must sign (Note: joint applicants may not be able to claim EIS Relief or EIS Deferral Relief)

Your cheque/bankers’ draft should be made payable to Carnaby’s Othello Plc. If application is made through your agent, pleasecomplete below including occupation and authorisation.

Agent’s name:

Reference:

Address:

Authorisation code: Tel:

3332

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1 I hereby acknowledge that the acceptance and basis of

allocation of the B Shares of the Company is in the

absolute discretion of the Directors and that they have

reserved the right to reject in whole or in part or to

scale down any application including without limitation

multiple or suspected multiple applications or any

application considered by the Directors to have been

made by a nominee. If any application is not accepted,

or is accepted for fewer B Shares than the number applied

for the application moneys or the balance thereof (as the

case may be) will be returned by sending the applicant’s

cheque or bankers’ draft, or a crossed cheque in favour of

the applicant in each case by post or by hand and at the risk

of the person entitled thereto to the address of the

applicant without interest.

2 In consideration of the Directors agreeing that they will

consider and process applications for the B Shares in

accordance with the procedure referred to in the Offer

Document and as a separate contract with the Company

which will become binding on despatch by post of this

application form:-

a) I warrant that my cheque or bankers’ draft will be honoured

on first presentation and agree that if such cheque or

bankers’ draft is not so honoured I will not be entitled

to receive a share certificate for any B Shares unless and

until I make payment in cleared funds for such B Shares

and such payment as accepted by the Company in its

absolute discretion (which acceptance may be on the basis

that I indemnify the Company against all cost, damages,

losses, expenses and liabilities arising out of or in

conjunction with the failure of my remittance to be

honoured on the first presentation);

b) I understand that any application by me to invest in the

Company shall be deemed to be an offer up to the value of

my application and that such offer shall be deemed to take

effect on despatch by post with this application form;

c) I confirm that I am not relying on any information or

representation in relation to the Company other than that

contained in the Offer Document and agree that neither the

Company nor any person responsible for the Offer

Document or any part of it shall have any liability for any

information or representation not so contained;

d) I hereby authorise the Company to send a cheque for any

moneys returnable to me by first class post at my risk to the

address given overleaf or introducing agent;

e) I agree that my application is irrevocable (save for the

circumstances set out in Section 87q of FSMA (right of

withdrawal);

f) I warrant that if I have signed this application form on

behalf of any other person I have due authority to do so, and

that such person will also be bound accordingly and be

deemed to have given the confirmations, warranties and

undertakings contained in this Offer Document;

g) I warrant that I am not nor am I applying on behalf of a

person who is under the age of 18;

h) I hereby warrant and declare that I am not connected with

the Company and I will notify the Directors immediately in

writing if I become so connected as defined in section 291

of the Income and Corporation Taxes Act, 1988;

i) I agree that this application form shall be construed in

accordance with and governed by the laws of England

and Wales.

3 I hereby declare that I have read, understood and agreed to

the terms and conditions contained in the Offer Document

and this application form including the risk factors on pages

9 and 10 of the Offer Document and have taken all the

appropriate professional advice which I consider necessary

before submitting my application and that I am aware of the

special risks involved in participating in an investment of this

nature, and I understand that my application is made upon

the terms of the Offer Document and this application form.

4 I acknowledge that in relation to the transactions in the Offer

Document, advisers of the Company mentioned therein are

acting for the Company and not for me or on my account

and that accordingly will not be responsible to me for

providing protections afforded to their clients, for advising

me on any transaction described herein, or for ensuring that

any such transaction is suitable for me.

5 I agree that acceptance of an application form will have the

meaning set out in the Offer Document unless the context

requires otherwise.

�

34

�

Our Reference

This application form, together with your cheque or bankers’ draft made payable to Carnaby’s Othello Plc should be sent to Carnaby’s Othello Plc, 55 New Oxford Street, London WC1A 6BS. The Offer will open at 9am on 3rd Sept 2012. The initial closing date is5:30pm 12th Oct 2012. So long as the Minimum Amount shall have been raised by 5pm on 12th Oct 2012, the Offer may then be extendedby the Directors.

CARNABY’S OTHELLO PLC

Offer for subscription of up to 2,000,000 ‘B’ Shares payable in full on application

Number of B Shares applied for* Amount enclosed at £1 per B Share

£

*applications must be for a minimum of 2,000 ‘B’ Shares and thereafter in multiples of 1,000 ‘B’ Shares

To: The Directors, Carnaby’s Othello PlcI hereby irrevocably offer (save for the circumstances set out in Section 87q of FSMA (right of withdrawal) to subscribe for the number of fully paid ‘B’ Shares on the terms of the document dated 3rd Nov 2012 (the “Offer Document”) and subject to the terms and conditions set out on the next page and the memorandum and articles of association of the Company. I enclose a cheque/bankers’ draft for the amount specified above, made payable to Carnaby’s Othello Plc and agree to accept the same or such lesser number of such ‘B’ Shares in respect of which my application may be accepted.

I request and authorise you to register any ‘B’ Shares for which this application is accepted in the name(s) set out below:

Surname: Surname:

Title: Title:

Forenames: Forenames:

Address: Address:

Tel: Tel:

Email: Email:

Signature:Signature:

Date: Date:

All joint applicants must sign (Note: joint applicants may not be able to claim EIS Relief or EIS Deferral Relief)

Your cheque/bankers’ draft should be made payable to Carnaby’s Othello Plc. If application is made through your agent, pleasecomplete below including occupation and authorisation.

Agent’s name:

Reference:

Address:

Authorisation code: Tel:

35

36

1 I hereby acknowledge that the acceptance and basis of

allocation of the B Shares of the Company is in the

absolute discretion of the Directors and that they have

reserved the right to reject in whole or in part or to

scale down any application including without limitation

multiple or suspected multiple applications or any

application considered by the Directors to have been

made by a nominee. If any application is not accepted,

or is accepted for fewer B Shares than the number applied

for the application moneys or the balance thereof (as the

case may be) will be returned by sending the applicant’s

cheque or bankers’ draft, or a crossed cheque in favour of

the applicant in each case by post or by hand and at the risk

of the person entitled thereto to the address of the

applicant without interest.

2 In consideration of the Directors agreeing that they will

consider and process applications for the B Shares in

accordance with the procedure referred to in the Offer

Document and as a separate contract with the Company

which will become binding on despatch by post of this

application form:-

a) I warrant that my cheque or bankers’ draft will be honoured

on first presentation and agree that if such cheque or

bankers’ draft is not so honoured I will not be entitled

to receive a share certificate for any B Shares unless and

until I make payment in cleared funds for such B Shares

and such payment as accepted by the Company in its

absolute discretion (which acceptance may be on the basis

that I indemnify the Company against all cost, damages,

losses, expenses and liabilities arising out of or in

conjunction with the failure of my remittance to be

honoured on the first presentation);

b) I understand that any application by me to invest in the

Company shall be deemed to be an offer up to the value of

my application and that such offer shall be deemed to take

effect on despatch by post with this application form;

c) I confirm that I am not relying on any information or

representation in relation to the Company other than that

contained in the Offer Document and agree that neither the

Company nor any person responsible for the Offer

Document or any part of it shall have any liability for any

information or representation not so contained;

d) I hereby authorise the Company to send a cheque for any

moneys returnable to me by first class post at my risk to the

address given overleaf or introducing agent;

e) I agree that my application is irrevocable (save for the

circumstances set out in Section 87q of FSMA (right of

withdrawal);

f) I warrant that if I have signed this application form on

behalf of any other person I have due authority to do so, and

that such person will also be bound accordingly and be

deemed to have given the confirmations, warranties and

undertakings contained in this Offer Document;

g) I warrant that I am not nor am I applying on behalf of a

person who is under the age of 18;

h) I hereby warrant and declare that I am not connected with

the Company and I will notify the Directors immediately in

writing if I become so connected as defined in section 291

of the Income and Corporation Taxes Act, 1988;

i) I agree that this application form shall be construed in

accordance with and governed by the laws of England

and Wales.

3 I hereby declare that I have read, understood and agreed to

the terms and conditions contained in the Offer Document

and this application form including the risk factors on pages

9 and 10 of the Offer Document and have taken all the

appropriate professional advice which I consider necessary

before submitting my application and that I am aware of the

special risks involved in participating in an investment of this

nature, and I understand that my application is made upon

the terms of the Offer Document and this application form.

4 I acknowledge that in relation to the transactions in the Offer

Document, advisers of the Company mentioned therein are

acting for the Company and not for me or on my account

and that accordingly will not be responsible to me for

providing protections afforded to their clients, for advising

me on any transaction described herein, or for ensuring that

any such transaction is suitable for me.

5 I agree that acceptance of an application form will have the

meaning set out in the Offer Document unless the context

requires otherwise.

�