The equity raise is now open to qualified investors. You may register to receive the Information Memorandum (“IM”) by clicking one of the categories below. If you are not in one of the categiries we are afraid that we cannot show you our documents. The documents are only suitable for certain qualified investors and no subscriptions will be accepted from investors who do not fit the categories outlined below and in the IM.
Thank you for your interest in ASMX!
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STATEMENT FOR CERTIFIED HIGH NET WORTH INDIVIDUAL
I declare that I am a certified high net worth individual for the purposes of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001
I understand that this means:
- I can receive financial promotions that may not have already been approved by a person authorised by the Financial Conduct Authority;
- The content of such financial promotion may not conform to rules issued by the Financial Conduct Authority;
- By signing this statement I may lose significant rights;
- I may have no right to complain to either of the following – i. The Financial Conduct Authority; or ii. The Financial Ombudsman Scheme;
- I may have no right to seek compensation from the Financial Services Compensation Scheme.
I am a certified high net worth individual because at least one of the following applies:
- I had, during the financial year immediately preceding the date below, an annual income to the value of £100,000 or more;
- I held, throughout the financial year immediately preceding the date below, net assets to the value of £250,000 or more. Net assets for the purpose do not include:
(i) The property which is my primary residence, or any loan secured on that residence;
(ii) Any rights of mine under a qualifying contract of insurance within the meaning of the Financial Services and market Act 2000 (Regulated Activities) Order 2001; or
(iii) Any benefits (in the form of pensions or otherwise) which are repayable on the termination of my service or on my death or retirement and to which I am (or my dependents are), or may be, entitled.
I accept that I can lose my property and other assets from making investments decision based on financial promotions.
I am aware that it is open to me to seek advice from someone who specialises in advising on investments.
CERTIFIED SOPHISTICATED INVESTOR
A certified sophisticated investor is an individual:
1. who has a written certificate signed within the last 36 months by a firm confirming he has been assessed by that firm as sufficiently knowledgeable to understand the risks associated with engaging in investment activity in non-mainstream pooled investments; and
2. who has signed, within the period of twelve months ending with the day on which the communication is made, a statement in the following terms:
SOPHISTICATED INVESTOR STATEMENT
I make this statement so that I can receive promotional communications which are exempt from the restriction on promotion of non-mainstream pooled investments. The exemption relates to certified sophisticated investors and I declare that I qualify as such.
I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on non-mainstream pooled investments.
STATEMENT FOR SELF-CERTIFIED SOPHISTICATED INVESTOR
I hereby declare that I am a self-certified sophisticated investor for the purposes of the Financial Services and Markets Act 2000 Financial Promotion Order 2005.
I understand that this means:
- I can receive financial promotions that may not have been approved by a person authorised by the Financial Conduct Authority;
- the Content of such financial promotions may not conform to rules issued by the Financial Conduct Authority;
- by signing this statement, I may lose significant rights;
- I may have no right to complain to either of the following: i) The Financial Conduct Authority; or ii) The Financial Ombudsman Scheme;
- I may have no right to seek compensation from the Financial Services Compensation Scheme.
I am a self-certified sophisticated investor because at least one of the following applies:
- I am a member of a network or syndicate of business angels and have been so for at least the last six months prior to today’s date;
- I have made more than one investment in an unlisted company in the two years prior to today’s date;
- I am working, or have worked in the two years prior to the date below, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises;
- I am currently or have been in the two years prior to the date below, a director of a company with an annual turnover of at least £1 million.
I accept that I can lose my property and other assets from making investment decisions based on financial promotions. I am aware that it is open to me to seek advice from someone who specialises in advising on investments.
Frequently Asked Questions
Has the company received Advanced Assurance from HMRC?
Yes. We received Advanced Assurance on the 20th August 2019- From HMRC:
“Seed Enterprise Investment Scheme
We believe we will be able to authorise the company to issue compliance certificates under Section 257EC(1) of the Income Tax Act (ITA) 2007. This is based on the information in your application. These certificates would relate to the Ordinary shares you issue.
Enterprise Investment Scheme
We believe we will be able to authorise the company to issue compliance certificates under Section 204(1) of the Income Tax Act (ITA) 2007. This is based on the information in your application. These certificates would relate to the Ordinary shares you issue.”
What is the Enterprise Investment Scheme?
The UK government launched the Enterprise Investment Scheme in 1994. The idea behind it was to encourage private investors to support and stimulate entrepreneurship in the UK. With early-stage companies benefiting from investment support, the government incentivised investors with tax relief advantages. Since 1994, the scheme has continued to grow and benefit businesses and investors.
From 1994 until 2016, EIS stimulated £16.2 billion of investment to earlystage enterprises. In 2015/16, almost £1.9 billion was invested. Investors who back EIS-eligible businesses have the ability to claim 30% of the investment as income tax relief.
EIS Capital Gains Tax Relief
If you hold the shares for at least 3 years, then all gains that accrue on those shares may be exempt from Capital Gains Tax. For example, if you make a £10,000 investment and the business fails meaning your investment is no longer worth anything, you could claim loss relief. Firstly, you could claim the 30% income tax relief (£3,000 in this example). You can then claim loss relief on the remaining £7,000 of an amount equal to your income tax bracket – in this scenario 45% or £3,150, meaning your total loss is only £3,850.
An EIS example
In this section we outline some benefits and examples of EIS tax relief. Note ASMX is not authorised to give tax advice, and what applies to you will depend on your individual circumstances. The information
provided in this section is intended as guidance only and may not be up to date or accurate. Please be sure to get independent tax advice prior to investing. When you invest into an EIS eligible company, you can receive tax benefits in the following ways:
EIS Income Tax Relief
You can claim back up to 30% of the value of your investment in the form of income tax relief. Therefore, if you make an investment of £10,000 you can save £3,000 in income tax.
You will not have to pay Capital Gains Tax until a later date if you dispose of an asset (any asset) and use the gain you made on that asset to invest in shares in a company that qualifies for EIS. You will usually have to pay the Capital Gains Tax when you dispose of the EIS shares.
EIS Loss Relief
If the business performs poorly and you lose money on your investment, you may claim loss relief. The loss relief you can claim is at the equivalent rate to the highest rate of income tax you pay. Therefore, if you pay income tax at a rate of 45%, you can claim to 45% of your net loss in income tax relief. For example, if you make a £10,000 investment and the business fails meaning your investment is no longer worth anything, you could claim loss relief. Firstly, you could claim the 30% income tax relief (£3,000 in this example). You can then claim loss relief on the remaining £7,000 of an amount equal to your income tax bracket – in this scenario 45% or £3,150, meaning your total loss is only £3,850.
Applying tax relief to a previous year (carry-back) You can treat some or all of the shares as being issued in the preceding tax year, as long as you had not reached the limit for the value of EIS shares purchased (£1,000,000) in that year. For example, if you invest £10,000 in an EIS eligible company in the 2018-19 tax year, your income tax relief would be £3000 (30% of £10,000). You can apply to have that £3,000 carried back to the previous tax year (2017-2018) and relieved against your tax in that year, as long as you had not acquired more than £1,000,000 worth of EIS shares in that year.
What is the Seed Enterprise Investment Scheme?
HM Revenue and Customs introduced SEIS in 2012 to complement EIS. The requirements for businesses wishing to be part of either scheme are different. Funding through SEIS investors has a cap of £150,000. With its beneficial tax relief in place, it hopes to support small enterprises who are focused on growth. So far, the SEIS scheme has created over £600 million of investment. Like EIS, SEIS is designed to provide balance to investment portfolios while boosting the growth of early-stage businesses. Investors who back SEIS-eligible businesses have the ability to claim 50% of the investment as income tax relief.
Where are you in development?
The platform has been in development and you can view progress in videos here. the progress made so far is
The blockchain ledger is operational and logging trades. It has been tested to 1,000 concurrent trades. That is 1,000 trades happening at exactly the same time, which gives and idea of the scalability of volume that would be available on ASMX.
The ‘authorised lender’ element is built. This is the ability to create a user who is authoirised to trade across the platform anonymously outside of the the platform where the lender is registered. This is now being mapped to the API.
UX and UI changes have been made but further work is required
Platform Admin console where the integrated platform can control what is traded or not traded on their market.
ASMX super admin console where ASMX is able to manage the network of nodes connected to the platform.
Where does your revenue come from and what is the potential?
There are several revenue sources the main of such is the charge on each volume transaction which is 0.25% of the volume over a platform or £1,000 per month whichever is higher. For example, Ablrate trades circa £1 million per month on their secondary market currently, that would equate to £30,000 per annum in revenue for ASMX. As you can imagine if there are 20 sites the size of Ablrate (who are relatively small) that would equate to £600,000 per annum in revenue.
Our target is to integrate enough platforms with ASMX to trade £5 million per day by the end of 2020. That would be £12,500 per day or £4.5 million + in revenue in volume fees alone. There are other revenue items described in the Investment Memorandum such as balance Sheet lender fees, spreads on wholesale lines trading across the market, enhanced access, listing fees etc.
These are necessarily projections and are not guaranteed and you should make sure that you have read and understood the risks involved in the shares of the business.
The investment opportunity detailed in the Information Memorandum (“IM”) may not be suitable for all recipients. If you are in any doubt about the action you should take in regard to the document and its contents and appendices (including the Subscription Form) you are strongly recommended to consult an Independent Financial Advisor authorised by the Financial Conduct Authority (“FCA”), who specialises in investments of this nature before making a decision to invest. Reliance on this promotion for the purpose of engaging in any investment activity may expose an individual’s investment to a number of significant risks. Nothing in the document constitutes investment, tax, financial or other advice.
The content of the IM has been prepared by the Directors of ASMX Limited (referred to from hereon in as “the Company”) and has been approved as of 13th June 2019 as a financial promotion by Marshall Sterling Regulatory Compliance and Law (“MS”, “Marshall Sterling”) which is a trading name of Marshall Sterling Investment Management Limited which is Authorised and Regulated by the Financial Conduct Authority (“FCA”) under firm reference number 646917 in accordance with the provisions of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”). In approving the campaign, Marshall Sterling has concluded that the information, taken as a whole, is “fair, clear and not misleading.” This means that for factual statements they have reviewed evidence of their accuracy, and that for aspirational statements they believe they are phrased appropriately in light of their nature. You should note that in the case of factual statements, the evidence reviewed is provided by the business, and MS do not audit it, which means that they may not be able to identify altered evidence. You should further note that in the case of aspirational statements, the Directors are likely to have high ambitions, and MS may approve statements that convey those ambitions even where MS do not have a view on whether it is likely, that they will be fully realised.