Tax-Advantaged Investments
EIS Review
Analysing tax advantaged investments since 1985
This is a marketing copy authorised by Allenbridge
Select Television Production EIS 5
November 2016
Great Point Investments Limited (“GPI” or “the Manager”)
is looking to raise up to £40 million for Select Television
Production EIS 5 (“Select” or “the Product”)
The Product launched in October 2016 and is open to new and existing
investors
Contents
3
Executive Summary
6
Manager Quality
Manager Profile
Financial & Business Stability
Track Record
Quality of Governance and
Score Card
Management team
Alternative
Investment
Fund Nonapproved
Fund Type
12 Product Quality Assessment
Investment Team
Investment Strategy & Philosophy
83
EIS Strategy
Media
EIS AUM (pre offer)
£106M
Manager AUM
£120m
EIS Risk Level
Medium
Pipeline/Prospects and current
Portfolio
Investment Process
Risk Management
Key features
Performance
Closing
Date
9 Financials
Investment
Costs
29 March 2017
Management
Minimum subscription
£ 10,000
Maximum qualifying subscription per tax year
No maximum subscription
Early bird discount
None
© Allenbridge Limited 2016. All rights reserved. No part of this publication may be
reproduced, stored in a retrieval system or transmitted in any form by any means,
electronic, photographic or otherwise without prior permission of the Copyright holder.
www.allenbridge.com
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Risk Warning for EIS Schemes
Individuals should always read and bear in mind the risk warning notices that are included within
providers’ investment offer literature/documentation, including prospectuses, information
memorandums, securities notes, brochures and other related marketing literature. Whilst the following
list is not exhaustive, some of the main risks to be aware of include:

Investments are in small, unquoted companies and should be considered as high risk;

Investments are illiquid and need to be held for at least three years in order to retain the initial
income tax relief;

An EIS/Seed EIS investment should be viewed as a long-term investment;

Legislation, along with the nature and level of tax reliefs is subject to change. There can be no
certainty that investments will be eligible or remain eligible for EIS/Seed EIS Relief;

Historic investment performance cannot be used as a guide to future performance, and the
value of any given investment may rise or fall;

Many EIS/Seed EIS Schemes involve investment in a single company or sector and therefore
should only be considered as a small part of an overall portfolio;

Investors may not have independent representation on the Boards of investee companies which
can mean their interests are not adequately considered relative to the executive team;

EIS/Seed EIS investments should only be considered by sophisticated investors who
understand, and have given careful consideration to, the underlying investment strategy and
associated risks. For help in determining potential investment suitability, professional advice
should be sought;

Often there will be no regulatory oversight and investors will usually not be eligible for
compensation if things go wrong.
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Executive Summary
Offer: Great Point Investments Limited (“GPI” or “the Manager”) is seeking to raise funds of up to
£40 million for Select Television Production EIS 5 (“Select” or “the Product”), which launched in
October 2016. The Product will make EIS-qualifying investments in companies that are engaged in
the production and financing of television programmes and television films. The productions will
chiefly take place in the UK and United States, though there is no formal geographical constraint to
that effect and the Manager has been involved in productions elsewhere. The same is true of the sale
and distribution of the television content by the investee companies, upon completion of the
production.
Manager: Great Point Investments Limited, (“GPI” or “the Manager”) is an FCA-regulated Alternative
Investment Fund Manager, which specialises in the creation, promotion and management of alternative
investments across the fields of media and entertainment. GPI is a wholly owned subsidiary of Great Point
Media Limited (“GPM”). Founded in 2012, GPM has established itself as a prominent player in media
enterprise investment schemes (“EIS”) and seed enterprise investment schemes (“SEIS”), alongside a
smaller presence in business relief (“BR”) products. The team has strong experience across tax-efficient
investing in the media space with over 300 production credits in film and television. Altogether the team
has produced, financed and distributed more than US$2 billion worth of entertainment content, including
over 120 productions by EIS qualifying businesses. Moreover, GPM’s strong connections within the TV
industry ensure a healthy pipeline of business. One of the Directors, Robert Halmi, has run major
television networks and is regarded as one of the most prolific television producers in the United States.
Prior to forming GPM, key team members Jim Reeve, Fergus Haycock, Kok-yee Yau and Laura Macara
managed the Ingenious Broadcasting EIS funds for four years to 2012 (with over £300 million raised),
which was regarded as one of the largest and most consistent media EIS performers available.
Product: The Product’s focus will be the production of television programmes, predominantly in the UK
and United States. The portfolio’s life is expected to be roughly three-and-a-half years, during which time
GPM expect to finance between 15 and 25 productions, depending on their size and length. The strategy
requires that a minimum 75% of each production investment is guaranteed of repayment via broadcaster
commissions, pre-sale contracts or commitments from buyers and/or other forms of quantifiable revenue.
The remainder is likely to be exposed to the commercial success of the production. Accordingly, the
investment team hopes to generate returns from both production fees and the monetisation of IP created
and retained by the EIS investee companies within the Fund.
Summary Opinion: The Manager has built a robust media business that has gained solid traction with
investors. The most attractive aspect of this offer is the experienced investment team executing a wellarticulated and familiar investment strategy, albeit without the depth of resourcing that is afforded to
larger peers. Despite the experience within the team, we did not have access to an official track record to
further enhance our conviction. The target return for the Product is reasonably low, meaning that without
the assistance of EIS tax relief, the investment proposition would not generally be compelling on a
standalone basis, despite its conservative approach. Accordingly, investors need to be comfortable with
the tax relief element underpinning their investment return. If investors can gain comfort with the above,
investors may consider the Product as a suitable pure-play media EIS strategy.
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Positives
At the Manager level:

We are impressed at the rate at which GPM has grown both its client base and AUM in its first three
years. We think that the strong growth is testament to the offering resonating strongly with
investors who value the GPM Group’s investment experience.

The GPM Group is not wholly reliant on tax-efficient products and also generates revenues from nontax related business. Additionally the GPM Group has diversified away from its previous reliance on
EIS.

Financial accounts show a profitable firm underpinned by growth in the non-tax side of the business.
The tax-side of the business is a positive contributor and is expected to increase its contribution to
group profitability.

Corporate governance standards were adequate, with the firm operating under a well-devised and
comprehensive set of policies and procedures.
At the Product level:

GPM has a broad and very experienced investment team. Furthermore, the GPM team members
have a long tenure together, having worked together for approximately 5 years at Ingenious prior to
forming GPM. Nonetheless, we understand that Robert Halmi is responsible for a significant portion
of the deal sourcing and hence represents some key man risk to the strategy, a risk tempered by his
ownership in the business.

The investment process is well-established and has delivered the expected returns under previous
managers.

With a mandated minimum of 75% of the production budget to be covered by low-risk quantifiable
revenue, a significant floor is placed under the investment return potential.

Some investors might be attracted by the opportunity to support media productions that they can
subsequently see on their television screens or local cinema.
Issues to Consider
At the Manager level:

The GPM Group’s track record to date is limited. Since 2013, when GPM commenced as the trading
adviser for its different Products across EIS and SEIS, the firm has not achieved any investment exits.
This is not surprising, however, given that the minimum expected tenure of an EIS/SEIS fund, in order
to achieve the intended tax benefit is 3 years.

GPM is a small firm and accordingly it does not have an institutional level corporate governance
structure behind the team. Aside from the Board of Directors, there are no other formal committees
in place. This is not necessarily a criticism, given the boutique nature of the firm, but an area that,
investors should understand, may not compare with larger, better-resourced institutional peers.

GPM wholly owns GPI. As part of the Company offering, GPM has been appointed as a trading
adviser, similar to the role it plays in all of the GPM Group products. Unsurprisingly, GPM has thus far
been appointed an adviser by GPI on all investment products it has managed to date.
At the Product level:

The investment team’s time is allocated according to the needs of each particular product, with no
formal structure in place. Given the team is not exclusively dedicated to Select, it is difficult to gauge
how much time is, and will be, dedicated to the Product and in particular if there are sufficient
resources to manage the unexpected.

GPM lacks the in-house/backroom capabilities of its larger peers.
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
Select has only been offered since 2013 and as such does not have a meaningful performance track
record to evaluate currently.

The Product has an aggressive performance fee potentially encouraging risk seeking behaviour which
would be inappropriate given the low target returns. However, this risk is tempered somewhat by the
fact that the investee companies are unable to take more than 25% deficit risk on each project
undertaken under the minimum investment criteria specified in the IM.

As a mid-case illustrative return, GPM expect the investment will return between 105p and 110p per
100p of investment after accounting for fees and charges, prior to tax relief. It also means the product
is therefore mostly reliant on EIS tax relief to generate the bulk of investment returns for investors,
raising EIS regulatory risk relative to other investment products (typically in the growth and venture
sectors) that derive a more material percentage of their investment return from the underlying
investments.
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Manager Quality
Manager Profile
Great Point Investments Limited (“GPI” or “the Manager”) is an FCA-regulated Alternative Investment
Fund Manager (“AIFM”) incorporated in 2013, focussed on the creation, promotion and management of
alternative investments across the media and entertainment sectors. GPI is a wholly-owned subsidiary of
Great Point Media Limited (“GPM” or “trading adviser”), formed in 2012 by two film and television
producers, Robert Halmi and Jim Reeve with the intention to focus on television and film development,
distribution and project consulting. Robert and Jim are GPM’s directors, each owning 50% of the
company. GPI was formed to give GPM the necessary regulatory permissions to manage investments and
hence is the manager / promoter on all offers on which it appoints GPM as the trading adviser.
Accordingly GPM has two roles, both as a parent to GPI and as a trading adviser. GPI’s directors are Jim
Reeve, Fergus Haycock, Daniel Perkins and Kok-yee Yau.
GPI offers tax-advantaged products, Enterprise Investment Schemes (“EISs”), Seed Enterprise Investment
Schemes (“SEISs”) and Business Relief (“BR”) products. GPM also runs an independent non-tax business,
acting as a distribution sales agent for a library of media content. GPM earn a sales commission for each
distribution agreement and pay a portion of this to the rights owners (it does not contribute to the firm’s
AUM). It is not anticipated that GPM will expand into areas other than its existing business interests from
both a tax and non-tax perspective. As of September 2016, the GPM Group was managing / advising
approximately £120 million comprised principally of its EIS and SEIS product offerings.
Millions
CHART 1:
MANAGER AUM AS AT SEPTEMBER 2016
140
120
100
80
60
40
20
0
2012/2013
2013/2014
2014/2015
2015/2016
2016/2017
Sources: Data: GPI; Chart: Allenbridge
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CHART 2:
ASSETS UNDER MANAGEMENT OF GPI AS AT SEPTEMBER, 2016
4%
1%
9%
86%
EIS
SEIS
Bespoke
BPR
Sources: Data: GPI; Chart: Allenbridge
The table below depicts the tax-related products for which GPM acts as trading adviser as at September
2016.
TABLE 1:
PRODUCT OFFERING BREAKDOWN
Product breakdown
AUM (£m) as at
September 2016
Tax Year
Single Company EIS*
4.3
13/14 and 14/15
3 Bespoke Strategies (2 BR and 1 EIS)*
4.8
13/14, 14/15, 15/16
Select Television Production EIS
Service*
11.1
13/14
Select Television Production EIS 2*
28.9
14/15
Select Television Production EIS 3*
40.0
15/16
Select Television Production EIS 4*
19.8
16/17
Select Media SEIS 1*
0.9
13/14
Select Media SEIS 2*
2.5
13/14
Select Media SEIS 3*
2.4
14/15
Select Media SEIS 4
1.5
14/15
Select Media SEIS 5
1.1
15/16
Select Media SEIS 6
2.2
15/16
Illium (BR)
1.2
Evergreen
TOTAL
120.7
*Managed by Daedalus Partners LLP.
Sources: Data: GPI
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In 2016, GPI launched a BR product, its first BR product open for public investment, in response to IFA
demand. Prior to launching the BR offering, GPM was running two near-identical strategies for two
private investors (“Bespoke Strategy 1” and “Bespoke Strategy 2”), which commenced investing in
December 2013 and May 2015 respectively. The strategies were never offered to the wider investment
community and raised £3m between them. The investors are not presently making further contributions,
however are free to top up and withdraw funds at their discretion. The firm also runs a bespoke EIS fund
for a private investor worth approximately £1.8 million.
With respect to EIS, both AUM and investor-count have shown good growth. GPM noted this was chiefly
as a result of increased brand familiarity among IFAs. Strong demand meant EIS 3 had to close in early
March 2016 (as opposed to end of March). As a result, GPM brought forward the launch of the 2016/2017
EIS 4 to the beginning of April 2016 to cater for investor demand once suitable projects had been
identified. Accordingly, for the 2016/2017 year GPI will have two EIS funds, as EIS 4 closed in September
2016. GPI noted that the second EIS in 2016/2017 will be driven by visibility over potential projects in
which the funds can be invested. GPI emphasised that such an evaluation always takes place prior to
raising funds, whereby an assessment of project pipeline visibility and team resourcing is undertaken.
SEIS, with its focus on development of television, music and film concepts, tends to be more risky than
EIS which is centred on the production phase. This largely explains why EIS has experienced stronger
growth in AUM in subsequent products than SEIS which has largely remained constant, as seen in the
table above.
CHART 3:
NUMBER OF CLIENTS
1800
1600
1400
1200
1000
800
600
400
200
0
2012/2013
2013/2014
2014/2015
2015/2016
2016/2017
Sources: Data: GPI; Chart: Allenbridge
GPI describes its USPs as the ‘hands-on experience’ of the GPM advisory team dealing with early-stage
media projects and managing them throughout the process of set-up, production and successful
exploitation, as well as its competitive fee structures. We explore both in the 'Investment Process’ and
‘Key Features’ sub-sections of the product section below.
Resourcing at GPM, which employs all GPI staff, is broadly divided into two principal areas: the project
management team (“investment team”) and the finance/operations team. The project management
team is comprised of six professionals, headed by Commercial Director Fergus Haycock. The
finance/operations team is comprised of five members, headed by Commercial Director Kok-yee Yau. The
team is responsible for all back-office support. Dan Perkins is responsible for all IFA sales and client
relationships, supported by a recently recruited Commercial Associate. GPM’s non-tax related media
sales and distribution business is headed by John Alexander (based in Spain), primarily servicing the
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European market, but also being involved in the US and Rest of World markets. It is anticipated that
GPM's staffing-levels will broadly remain the same and resourcing at current levels of AUM is adequate;
however the team may be supplemented with further resources on the project management side of the
business.
In terms of client-servicing, GPI reports to investors in each EIS / SEIS fund every six months for the
periods ending 31 March and 30 September (or another such date, should the ends of the year of the
underlying investee companies vary). Each report details the progress of investments made by each fund
and includes some commentary on trading activity. With respect to EIS, GPI noted that investors
generally receive their EIS3 certificate delivery 4-8 months from fund-close.
In terms of client administration, GPI use Woodside Corporate Services. They have had the relationship
since the firm’s inception, and also worked with them at Ingenious. From a third-party marketing
perspective, GPI retain the services of RAM Capital having started with them in 2013.
Overall, we think the firm’s AuM and client-growth in such a short space of time attests to the product
offering’s resonance with the IFA investor-base. Naturally, the business is not as large nor has as long a
track record as its major peers such as Ingenious, though at this juncture we believe that the Manager is
coping well with the lack of economies of scale afforded to larger enterprises.
Financial & Business Stability
GPI became an FCA-regulated company in August 2014 and an AIFM in October 2014. This enabled GPI to
act as an investment manager and replace Daedalus Partners LLP (where deemed appropriate), who had
been used for earlier funds whilst GPI obtained its permissions. Accordingly, GPI’s first set of company
accounts are from 2015.
TABLE 2:
KEY FINANCIAL METRICS SUMMARY OF GPI
(£'000)
2016
2015
Revenue
109
53
36%
98%
64%
2%
Cost of Sales
63
40
Administration Expenses
6
7
Net Profit Before Tax
40
6
Net Debt to Equity
53%
75%
Net Balance Sheet Assets
116
84
Percentage of Revenue Derived from
Initial Fees
Percentage of Revenue Derived from
Other Activities
Source: Great Point Media
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TABLE 3:
KEY FINANCIAL METRICS SUMMARY OF GPM
2016 (draft
unaudited)
2015
2014
13,921
2,547
243
3%
6%
65%
97%
94%
35%
10,636
728
21
2a) % of CoS from EIS/SEIS/BR
1%
12%
100%
2b) % of CoS from non-tax sales and
distribution
99%
88%
0%
Net Profit before tax
1,252
336
-665
Net debt to equity
239%
-99%
-83%
922
-329
-665
(£'000)
GPM Revenue
1a) % of revenue derived from
EIS/SEIS/BR
1b) % of revenue derived from non-tax
sales and distribution
Cost of sales
Net balance sheet assets
Source: Great Point Media
In assessing financial stability, it is important to analyse both GPI and GPM given that GPI is a whollyowned subsidiary of GPM with which it has shared costs. Thus, GPI’s accounts are of limited value when
analysed in isolation. With respect to GPI, we note that the company is profitable on a standalone basis;
however, this is principally because the only running expense reported through the company is basic
administration such as audit, accountancy and other regulatory fees. All other key running costs, such as
employee expenses and rent are borne by GPM. GPI’s revenue is principally comprised of initial fees and
ongoing management fees drawn from the firm’s tax products. Revenue has increased as AUM has
grown. Cost of sales is predominantly fees paid to RAM Capital for funds under administration and fees
paid to GPM as trading adviser. Nonetheless, our conclusion from these accounts alone is limited.
With respect to GPM, we note that revenue has also increased significantly since inception. From a taxadvantaged perspective, the firm draws revenue primarily from being paid as the ‘trading adviser’ for the
offers managed by GPI and by Daedalus Partners. On the non-tax side, GPM earns fees from the sales and
distribution of its library of media content. All costs related to GPI, other than those described above are
borne by GPM.
As seen above, the non-tax side of the business has grown significantly in absolute terms and was
responsible for driving firm profitability in 2016 (although we note that these are draft unaudited
accounts). Timing differences in the recognition of sales commission and the payment of royalties to
rights owners was responsible for an increase in balance sheet accruals, accounting for the increase in net
debt to equity. GPM is confident of continued growth in this business avenue.
From the tax-advantaged business we expect a more meaningful contribution to profitability in the 2017
accounts. Almost half of the £120m AUM relates to investments made on or after April 2016. Given that
the end of the financial year is 31 March 2016, GPM’s initial fee share on these new funds has therefore
not been reflected in the above accounts.
Overall, we were satisfied with the financial stability of GPI when considered in conjunction with GPM. As
the business has continued to build momentum through AUM growth and non-tax library sales,
profitability appears to be on a positive trajectory.
From a business stability perspective, the business structure has remained the same since inception with
Robert Halmi and Jim Reeve both owning majority stakes in GPM. Three Directors namely Dan Perkins,
Fergus Haycock and Kok-yee Yau have options on a portion of the equity of GPM, diluting the founding
holding if exercised. The options allow the holders to participate in the profits of the business, despite the
fact they have not been exercised. This has not changed since the firm’s inception.
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Finally, with respect to funding channels, Independent Financial Advisers account for the entirety of the
funds raised. GPM describe the overall repeat-investment rate among IFAs as “high”. Having reviewed
detailed fundraising data provided by GPM, we were comfortable with the diversity of funding channel,
with no single IFA accounting for over 10% of funds raised in any one particular product.
Quality of Governance and Management team
Corporate governance standards at GPI were adequate. The Board of Directors meets formally once per
quarter and is comprised of Jim Reeve (Chairman) and directors Kok-yee Yau, Fergus Haycock and Dan
Perkins. The mandate is to ensure GPI conducts business in a fashion compliant with the FCA rules and
maintains the concept of "treating customers fairly". Informal consensus is required before any business
decisions are carried out, and minutes are written up after each meeting. Decisions are only made when
all members of the Board can be present. There are no independent directors.
There has been no director or senior management turnover since inception. As per the biographies
provided in the Appendix, we think the management team is suitably qualified to perform its duties given
the individuals’ lengthy tenure operating in the media industry. With Jim Reeve as president, day-to-day
decision-making at GPM/GPI is delegated to GPI’s directors: Fergus Haycock, who leads the investment
team; Daniel Perkins, who is solely responsible for IFA client relationships and sales; and Kok-yee Yau,
who is in charge of finance and operations.
As an FCA-regulated AIFM, we found the policies and procedures of GPI to be comprehensive and up-todate. Kok-yee Yau is the firm’s Compliance Officer (CF10), with Bates Wells & Braithwaite LLP assisting
on all matters of compliance. Fergus Haycock (CF11) is the Money Laundering Reporting Officer.
With respect to conflicts of interest, we note that all employees of both GPI/GPM are able to invest in the
underlying funds managed by GPM, in accordance with the firm’s staff-dealing procedures. To date, the
GPI directors have personally invested in Select Media SEIS 1.
Aside from the Board of Directors, there are no formal committees in place, which is understandable for a
firm of this size.
GPI indicated that there were no material regulatory or litigation issues to date, nor had GPI ever received
any complaint from investors.
TABLE 4:
COMMITTEE BREAKDOWN
Committee
Board of Directors
Details
-
Mandate: Ensure that GPI is conducting its business in a fashion
compliant with FCA rules, and maintaining the concept of “treating
customers fairly” in everything that it does.
-
Members: Jim Reeve (Chairman/Director); Kok-yee Yau (Director,
Compliance Officer); Fergus Haycock (Director, Money Laundering
Reporting Officer); Dan Perkins (Director)
-
Frequency: Quarterly
Sources: GPI, AllenbridgeIQ
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Product Quality Assessment
Investment Team
As noted above, GPI has appointed GPM as its trading advisor with respect to researching and conducting
due diligence on the investment activities of the portfolio. GPM has a sizeable and experienced project
management team (“Investment Team” or “Team”) which is responsible for not only Select Television
Production EIS 5 (“Select” or “the Product”), but for all other products for which GPM acts as trading
adviser. The Team’s time is allocated in-line with the needs of each particular product, with no formal
structure in place. With respect to Select, the Team is wholly focussed on end-to-end due diligence and
the ongoing management of the productions within the portfolio.
The Team is led by Fergus Haycock who spent approximately seven years at Ingenious Media to 2013
managing the £300 million Ingenious Broadcasting EIS and a £20 million BR strategy before joining GPM
in April 2013. There are two senior individuals (Matt Stevens and Laura Macara) who assist with the dealsourcing effort, are responsible for the day-to-day management of each deal and who are supported by
two junior team members. The final member of the team is Ellen Fraser, who is the Head of Legal and
Business Affairs. She is responsible for the legal matters with respect to deals and prepares all key
documents involved in a transaction. The Team have a weekly meeting to discuss all current and
prospective deals across all products.
To mitigate key man risk, most deals have more than one investment team member involved to ensure
there is more than one person familiar with the details of each particular deal. There is no sector
specialisation and, despite the lines of reporting, GPM describe the working structure as being flat given
the high level of duty crossover.
More broadly, GPM is led by Chairman Robert Halmi (based in New York) and Managing Director Jim
Reeve who represent an integral part of the investment team, being principally responsible for sourcing
deals which then fall to the above mentioned investment team for due diligence. Positively, the broad
GPM team all have a long tenure together, having collectively worked together for approximately 5 years
(also alongside Dan Perkins) at Ingenious prior to starting GPM. Their work at GPM largely mirrors their
former responsibilities at Ingenious, meaning prior experience is highly relevant. There have been no
material team departures since firm inception. The biographies of the investment team are available in
the appendix to this report. We discussed above how the directors of GPM are compensated. Nondirectors are awarded a base salary with a discretionary performance bonus awarded. Although no
individual staff bonus is tied to the performance of a particular product provided by GPM, some offers
such as Select do charge a performance fee, meaning the team may be incentivised to focus
disproportionately on these products.
Overall, we were pleased with the structure and composition of the team, and the credentials of its
members. Our only reservation is the fact that the team is not dedicated exclusively to the Product and
that it is difficult to gauge how much time is, and will be, dedicated to it. Although we accept there is
strong overlap across the different investment products, the lack of a dedicated investment team is
suboptimal when compared to single-strategy offerings. Finally, we note that the team’s EIS track record
at Ingenious is unavailable due to confidentiality reasons and as such was not considered for this report.
Investment Strategy & Philosophy
The GPM investment team works with well-known, established content producers, to make and sell
television (“TV”) programmes for domestic and international television networks. In essence, Select funds
the production budget of TV programmes for which investment returns comprise a mixture of guaranteed
revenue streams and variable returns linked to the commercial success of the production. The Product will
focus on made-for-television drama and action productions, as GPM believes this category of
programming offers a consistent level of market demand from broadcasters and distributors. Target
production types comprise:
1.
2.
Made-for-Television Films (typically 2 commercial hours in length);
Mini-Series (generally between 4 to 6 hours in length); or
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3. Drama Series (4 episodes upwards).
TV production differs from film production in the predictability of its income streams: whereas
independently-made films are touted to prospective buyers, TV broadcasters commission productions for
content that they know they want to broadcast. This feature of TV production, that a project’s proposal
will be accompanied by a pre-negotiated price for the sale of that project to a broadcaster, underpins the
Product’s business model.
Exposure to a TV production will be via investment into a series of companies (“Companies”), which are
bespoke vehicles engaged in the development and production of the television content. Each company
will have obtained HMRC advance assurance that EIS Relief will be available for the funds invested. Each
of the Companies is required to acquire all necessary rights to enable it to produce and exploit the
content, and will enter into agreements to that effect. A production crew is contracted as appropriate.
Each of the Companies will have at least two directors, one from GPM as well as an independent director,
appointed by GPM. GPM noted they engage with a network of approximately eighteen independent
directors who have media experience, such as producers and ex-distributors.
The Manager intends to raise up to £40 million under the offer, allocated across at least eight Companies
with each company investment ranging from £125,000 to £5 million. Depending on the size and length of
each production, each of the individual Companies will be involved in approximately 2-4 productions over
the life of the Product, implying an approximate total of 15-25 projects. Capital will be recycled as
productions conclude throughout the portfolio’s life, with productions taking on average twelve months
to complete.
Whilst the equity will never be leveraged, a production may still take on project-debt secured by collateral
similar to, if not the same as, the collateral used by the equity covered by the aforementioned
quantifiable revenue. This does not change the fact that at least 75% of the equity will be covered. Such
debt might be contributed by a GPM advised BPR qualifying media lending vehicle, or an external party at
commercial rates. After accounting for both possible debt and equity in a project, aggregate production
budgets for a single project are expected to range from less than £1 million to as much as £12 million.
Most transactions will be sourced from the UK and the United States. A small percentage of projects will
also be sourced from Canada and the rest of Europe. All foreign currency transactions will hedge the presale risk, with the cost borne by the production.
Each production is required to satisfy the following criteria before GPM will consider investing:

Presale income is contractually agreed with a buyer equivalent to a minimum of 75% of the
budgeted costs of completing and exploiting the production; or

Incentives (such as Tax Credits), as assessed by an appropriately qualified accountant, are
secured to a value equivalent to a minimum of 75% of the budgeted costs of completing and
exploiting the production; or

A combination of presale income and incentives are secured as set out above, to a value
equivalent to at least 75% of the budgeted costs of completing and exploiting the production;
and

Sales estimates for all of the retained rights are equal to at least twice the difference between
the budgeted production costs and the presale income and/or/ the incentives; and

Retention of the Companies after securing presale income contracts of rights to receive future
revenues, or to further exploit the production for an amount at least equal to the difference
between the production costs and the presale funding or/and the incentives; and

Ability of the Companies to secure, control and own all of the rights associated with the
production to ensure the Companies has sole exploitation rights.
Each production will have a different return and risk profile according to its deal structure. For instance,
projects which have a higher proportion of their budget covered by guaranteed payments will return a
higher percentage of their cash immediately upon production completion, rather than at a later point
contingent upon the future possible commercial successes of the production. This will enable capital to be
recycled into other deals more quickly, though it also means that possible investment returns may be
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lower. Conversely, deals which have a greater portion of the production costs unsecured (i.e. as much as
25%) may take longer to generate returns, though afford the opportunity to generate greater upside in
accordance with the commercial success of the production.
Overall, returns for Select are expected to range from 70p to 120p per 100p of investment, post fees and
before tax, with GPM positing a base case investment return of 105-110p. Each investor will have a prorata interest in the Companies into which the Product invests.
Assuming that all investments within each Company can be realised, it is likely that GPM will begin
returning funds to investors after three years. Accordingly, Select has a target life of between three and a
half and four years. Exits will likely be via a scaling down of production activity after three years to ensure
cash reserves are made steadily available in the Companies, followed by a sale of residual TV programme
net profit shares and rights to a third-party. A capital reduction/liquidation of the Companies would then
be undertaken to enable funds to be returned to investors.
Pipeline/Prospects and Current Portfolio
GPM described visibility over the potential investment pipeline as being strong. Furthermore, GPM
believes that due to the breadth and depth of their relationships in the sector and due to the abundance
of new high quality productions in the marketplace, they will be able to scale up or down to match capital
capacity with deal flow.
GPM stated that they are currently tracking a pipeline of over £50 million of potential equity contributions
across 20 new productions, with 14 separate production companies. These include projects for ITV, BBC,
Sky, Lifetime, Netflix, Hallmark, Amazon and RAI. GPM did not share specific details of the above
pipeline, noting they will not be in a position to fully commit to projects until funds are raised. Naturally,
we were thus unable to verify the pipeline. A mitigating factor however is, as per Table 8 in the
Performance section below, GPM has been able to consistently fully deploy previous funds raised across a
variety of productions, earning a consistent rate of return.
With respect to the current portfolio, GPM noted that they have not yet closed on the 2016/2017 fundraise
and accordingly do not have a portfolio on which to report. As referenced earlier, Table 8 below highlights
the fund characteristics of earlier products.
Investment Process
We reviewed the investment process for Select and have determined that it is adequate.
CHART 4:
SIMPLIFIED ILLUSTRTATION OF THE INVESTMENT PROCESS
Source: GPM, AllenbridgeIQ
Deals are sourced by the investee company directors together with the GPM investment team, through
their network of media contacts, which is primarily comprised of producers and broadcasters and
developed as a result of relationships established throughout each member’s career in the industry.
Furthermore, deals are occasionally sourced from the accountancy and law firms with whom GPM deal
during the lifecycle of each production. Overall, GPM noted that Robert Halmi is personally responsible
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for a significant portion of the deal-sourcing. Accordingly, he represents a mild key man risk to the
Product; however, the risk is largely tempered by his 50% ownership of the business.
GPM will initially identify productions that satisfy the following minimum criteria:

Leading broadcaster: A contract for sale or commission from a leading broadcaster or media
buyer is in place (e.g. Sky, ITV, Showtime, Syfy, Netflix);

75% minimum coverage: The value of the lead broadcaster sale, along with other presales or
available tax credits cover a minimum of 75% of production expenditure;

Value on retained rights: the potential value of remaining unsold rights is sufficient to recoup
the remaining production expenditure as well as having significant potential for incremental
revenues (estimated to be valued at least twice the remaining production expenditure);

Insurance: A comprehensive insurance package is in place to cover relevant risks (including
Errors and Omissions Insurance and Completion Bonds);

Control: Investee Companies are able to secure, control and own all exploitation rights
associated with productions.
If the above criteria are evident, the due diligence process will commence, and is comprised of three
layers. These are on the broadcaster (the counterparty), the production company, and the production
itself:
1.
With respect to the broadcaster and production company, GPM will assess recent financial
statements to gain an understanding of the firm’s current financial position and financial history.
GPM will also require both the broadcaster and producer to have an established track record of
delivering productions both on time and on budget, with contracted payments all having been
processed without delay. GPM will also assess the commercial success of prior productions
completed by the production team, director and key talent working on the project in question.
2.
With respect to completing due diligence on the production itself, GPM will consider all contracts
connected to the production, including contracts dealing with issues such as the ownership of the
distribution rights (i.e. ensuring they are paid for and cleared), and both the agreements set with the
broadcaster and those with the cast and crew members. GPM will also complete an assessment of
the production’s budget and schedule, its finance plan, and its overall commercial viability including
the presence of any pre-sale buyers, regional incentives, contingencies and international sales
potential.
Once due diligence is complete, and GPM is satisfied with the outcome, proposed terms for the
production deal will be written up alongside the due diligence and signed off by Jim Reeve and Robert
Halmi via a board minute on behalf of GPM. It will then be considered by GPI’s directors (“GPI Board”).
The GPI Board is comprised of Jim Reeve, Fergus Haycock, Dan Perkins and Kok-yee Yau and serve to
ensure that the companies put forward by GPM meet the minimum criteria as specified under the terms
of the mandate. They will consider the proposal and will need to support it if the deal is to be finalised.
Following GPI Board approval, the proposal is finally sent to the Investee Company for consideration. The
Investee Company board is comprised of one GPM team member (excluding junior staff) and an
independent director will then approve or decline the proposal.
We reviewed a sample of an investment memorandum along with a legal document checklist
substantiating the research process conducted as depicted above, and concluded that they were
adequate representations of the above process. We also reviewed board minutes for GPM, GPI and an
Investee Company. We note however that the GPI board minute was for the approval of an SEIS deal (as
GPI have not managed a Select EIS fund yet). GPI have confirmed to us however that the process for
approval under the EIS strategy is the same as for the SEIS strategy.
Overall, we were satisfied with the due diligence work conducted by GPM, though it is rather apparent
that having GPM staff members involved at each stage of the deal approval process diminishes the utility
of these steps as a process-enriching feature. Accordingly it would be highly surprising for GPI or the
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Investee Company to reject GPM’s proposals, and this has not occurred to date. However we are partially
comforted by the presence of an independent director on the board of the Investee Company.
Risk Management
As the investment manager, GPI is responsible for risk management, but takes advice from GPM. Given
all directors of GPI also work with GPM, the distinction is largely symbolic.
Per the discussion in Investment Process, risk management on a pre-investment basis principally takes
place through the due diligence undertaken by GPM, and adherence to the aforementioned key
investment criteria. Notably, the investment team seek to undertake the due diligence that mitigates the
key counterparty, production and performance risks to which each production is exposed.
Counterparty risk is the risk that the ultimate broadcaster of the content defaults on payment. The risk is
mitigated through GPM’s due diligence of the broadcaster, as well as other forms of risk mitigation such
as the right of re-sale to an alternate broadcaster in the event of default. The risk is also minimised
through GPM’s commitment to only working with well established, high quality broadcasters.
Production risk, that is, the risks of the production not being completed on time, on budget or at all, are
generally mitigated by Completion Bonds which insure against such events. Each EIS Company will also
generally negotiate a right to intervene in the relevant production, which ensures that if a production
contract is breached, the relevant Company can step in and take over the production itself to seek a
resolution.
Performance risk encapsulates the risk of the commercial success of the production upon its completion.
This risk is mitigated by a policy to only approve programming where verifiable estimates have been
obtained from an established distributor, showing the projected sales of retained rights equal to at least
twice the quantum required to recoup the difference between budgeted costs and pre-contracted
income.
Once a deal is active, GPM will actively monitor and manage the investment, including conducting a
review of daily production cost reports versus budgets, as well as the monitoring of cash-flow payments
due versus adherence to the production schedule. Clips of the production’s progress will also be reviewed.
GPM will also, on occasion, conduct visits to the production set. Furthermore, with a high level of
communication with the broadcaster, who also monitors the progress of the production, the risk that
production deviates too far from the plan is low. Finally, one or more representatives of GPM will be
appointed to the board of each Company to sit alongside the independent director, who also have
responsibilities to monitor all projects.
From a portfolio construction and monitoring perspective, GPM broadly categorise their projects in terms
of three types: “Traditional”, “Premium” and “Family”. There is no fixed allocation target, but GPM
broadly aim for a mix of around 50:25:25 (Traditional: Premium: Family) with the current average across
all projects in the Manager’s current similar products tracking at 57:32:11. “Traditional” productions are
shows and series commissioned by traditional UK broadcasters (e.g. BBC, ITV, and Channel 4) with
relatively low risk exposure (typically under 15%) to international sales. “Premium” refers to shows with
relatively high risk exposure (typically 15%-25%) to international sales, generally with premium acting
talent, often targeting large media buyers and new platforms (e.g. NBC, Sony, Amazon, Netflix). “Family”
refers to shows targeting family demographic typically for US cable television. These projects will be
made relatively more cheaply and have a distinct market for family friendly light entertainment. The
amount of risk exposure can be up to 25%; however, upside from these deals is commensurately greater.
GPM have a weekly meeting to review each portfolio and production from a cash flow and progress
perspective. Attendees include Jim Reeve, Fergus Haycock, Matt Stevens, Laura Macara, Kok-yee Yau
and the GPM Finance Team.
From a conflicts of interest perspective, we note that as a result of the multiple Select strategies currently
being in the process of recycling capital (see the Performance section below), GPI may be presented with
a deal that is suitable for more than one Select product. GPI have an allocation policy in place which is
based on:
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
The chronology of investment;

Quantum of production budget and required cash-flow;

Current availability of capital;

Existing and future capital commitments;

Profile of the project; and

Existing pipeline of company projects.
In the event of a competing interest, GPI will use the above criteria to allocate the most relevant product
for each deal. We note that as there is a performance fee on these products, GPI may be incentivised to
prioritise one over another to trigger a possible performance fee payment. Further to this, the
performance fee might encourage excessive risk taking on more speculative productions to reach the
performance fee hurdle. However, from trading data provided for the purposes of this review (in
particular average project deficits per offer - see table 8), track record to date would suggest that this
hasn’t been the case since GPM began operations in 2012.
For each production, the Companies, together with producers on the project, will select a distributor that
represents the best commercial opportunity for the production and the one most aligned with
shareholder interests. In assessing distribution options the investee Company’s board will consider genre
specialism, distribution network, commission terms, projections, and the motivations of distributors. It is
possible that GPM may be appointed as the distributor. In such instances, the independent director of the
Companies will have the exclusive vote on whether GPM is appointed.
Finally, a conflict of interest may arise where Companies may require borrowing to meet the cost of
production. This can either be via third party finance from banks or, on occasion, through a GPM advised
BPR qualifying lending vehicle. In the latter scenario, GPM will ensure the transaction is conducted on an
arm’s length basis.
Select will likely return between 105p and 110p after accounting for fees and charges, but prior to tax
relief over an approximate four year time horizon. Therefore investors are relying on EIS tax-relief to
compensate for the low return of the underlying investments. Accordingly we believe this raises the
regulatory risk relative to other investment products (typically in the growth and venture sectors) that
derive a more material percentage of their investment return from the underlying investments.
Overall, we were satisfied with the due diligence undertaken at an underlying deal level as well as the
post-deal monitoring. We were also pleased with the consideration given to portfolio construction and
monitoring.
Key Features
1. Subscription/Application Fees
TABLE 5
FEES TO THE MANAGER
Type of Investor
Advised / Retail
Initial Application Fee (and initial
commissions/initial adviser charges)
1.95%
Non-Advised / Professional
4.95%
Sources: GPI, AllenbridgeIQ
2. Early bird fees and other discounts
There are no discounts available for this product.
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3. Ongoing Fees
TABLE 6:
FEE DETAILS
Type of
Investor
Annual Management Fee
Advised
1.00% of invested amount
Non-Advised
1.00% of invested
amount, plus an
additional fee of up to
0.5% charged to each
investee company by the
Manager, on each
anniversary of Select
Closing Date
Annual Administration
Fee
Annual Custodian Fee
£7,500 per investee
company
The greater of £10,000 or
0.225% of the invested
amount, payable in
monthly arrears by the
investee company to the
manager
£7,500 per investee
company
The greater of £10,000 or
0.225% of the invested
amount, payable in
monthly arrears by the
investee company to the
manager
Sources: GPI, AllenbridgeIQ
4. Performance Fee
GPI charges a performance fee of 35%, over a hurdle of 110p total return (excluding EIS-relief), on an
investor’s subscription - it will only be charged once the investee companies have been exited, or the Fund
winds up.
5. Product Fees
The detailed fees are listed in the following table.
TABLE 7:
FEE DETAILS
Fees
Details
Administration Charge (charged by the
Custodian to each investee company)
The greater of £10,000 or up to
0.225% of the aggregate fund
subscriptions per annum, plus a
fixed administration cost of £7,500
per investee company per annum
Annual Management Charge
1.00%
Arrangement Fee (% of deal)
0
Directors’ Fees
0
Excluded Costs
0
Historical Cap Costs
0
Recent Running Costs
0
Running Costs
0
Dealing costs
(charged by the Custodian)
0
Sources: GPI, AllenbridgeIQ
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Performance
GPM have launched four Select products since the Manager’s inception in 2013. As previously noted, GPI
became an FCA-regulated company in August 2014 and an AIFM in October 2014. This enabled GPI to act
as an investment manager and replace Daedalus Partners LLP (“Daedalus”) in this role, who had been
used for earlier funds whilst GPI sought to obtain its permissions. Accordingly, Daedalus managed the
first four Select EISs with this offering to be GPI’s first EIS. The other single EISs are managed by
Daedalus.
We discuss project data to date presented in the table below.
TABLE 8:
SELECT EIS HISTORY
First
Single
EIS
Other
Single EIS
Select EIS
1
Select EIS
2
Select EIS
3
Select EIS
4
Close Date
Oct-13
Dec-14
Apr-14
Apr-15
Apr-16
Oct-16
Three year trading date
Oct-16
Dec-17
Jul-17
Jun-18
May-19
Oct-19
Date of EIS certificate
delivery
Jan-14
Jan-15
Dec-14
Nov-15
Jun-16
Nov-16
All
Funds
Total Funds Raised (£m)
106
2
4
11
29
40
20
Total Project Spend to Date
(£m)
157
4
14
25
53
46
15
Average Project Spend (£m)
2.2
1.3
1.9
3.1
1.7
2.7
3.7
Average Project Deficit (%)
16.8
16.7
10.4
21
17.5
15.8
18.8
71
3
7
8
32
17
4
57
66
66
58
52
60
n/a
32
19
19
39
31
35
n/a
11
15
15
3
17
5
n/a
No. of Projects
Project Breakdown:
Traditional (%)
Project Breakdown: Premium
(%)
Project Breakdown: Family
(%)
Source: GPI
As all six EIS strategies are under the three year holding period and are therefore still in the process of
recycling capital or winding down, the Manager has not yet achieved any exits, meaning a full
performance evaluation of the current team cannot be completed as yet. GPM informed us that the First
Single EIS will return 104p after fees, charges and all applicable taxes for each 100p of investment in
January 2017. This represents the first evidence of an exit, albeit only on three productions. Nonetheless,
until exits take place, investors will not receive a financial return and the investment track record to date
is not yet meaningful enough to form any conclusions. We note the investment strategy and philosophy
have remained unchanged thus far. Further to this, EIS3 certificates have been received an average of 4-8
months from fundraising-close.
GPM noted that all productions to date have been completed within the expected timeframes and on
budget, although the exigencies of production mean that there is variance to manage. As an example,
one of the first projects undertaken by the First Single EIS was delayed for several weeks, however, when
the lead actor was taken ill. The production was re-scheduled and still delivered on time (on account of
time being caught up in the post-production process and the use of contingency time factored into the
schedule) and on budget. Any associated over-cost in the budget was covered by an insurance claim and
the use of a budgeted contingency.
We observe that the average project deficit has remained largely steady, ranging between approximately
10% and 21% with an average of 17% (a money weighted average) relative to the mandated deficit limit of
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25%. Overall, this has earned the Manager an average fee of 4% per 100p of investment, as well as having
provided an average post-production revenue share of 21%. Given the above metrics, GPM expect
product returns to generally fall within the range of 105p to 110p per 100p of investment after fees and
charges (excluding tax benefits and ignoring any potential upside generated by retained rights).
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Appendix 1: Management and Investment Team
TABLE 9:
KEY INVESTMENT PROFESSIONALS
Name
Robert Halmi
Jim Reeve
Fergus Haycock
Kok-yee Yau
Job title
Chairman/Founder
of GPM
Managing
Director/Founder of
GPM/GPI
Management
(Chairman)
Commercial
Director/GPI
Management
Commercial
Director/GPI
Management
Date
started
Biography
12/2012
Robert is an Emmy and Golden Globe Award-winning
film and television producer, with in excess of 250
production credits to his name, including Lonesome
Dove, which earned seven Emmy Awards and a
Golden Globe for Best Mini-Series. He has been the
CEO of four publicly listed entertainment
conglomerates, alongside serving as Chairman of
Crown Media Inc., where he founded the US
television network, the Hallmark Channel, which now
broadcasts to over 80 million homes.
12/2012
Jim has 25 years’ of experience in the development,
production, financing and distribution of films and
television programmes. An Emmy Award-winning
producer, Jim has produced commercials, television
programmes and films with credits including the ITV
series Foyle’s War, Jack Higgins’ On Dangerous
Ground (starring Rob Lowe, for Showtime) and Shiner
starring Michael Caine. He has worked extensively in
media production and over the past decade has been
responsible in a senior capacity for originating,
negotiating and managing in excess of £300 million of
television productions qualifying for EIS.
04/2013
A qualified solicitor, Fergus spent nearly 7 years at
Ingenious Media before joining GPM. He specialises
in television production and media project-financing,
having managed the £300m Ingenious Broadcasting
EIS fund, GPM’s new existing EIS offers (with over
£100m AuM) and over 100 television productions.
Previously, Fergus was the Fund Managing Director of
Ingenious Broadcasting EIS, Ingenious Broadcasting
LLPs and Ingenious Estate Planning.
02/2013
Kok-yee joined GPI in February 2013. She has over 6
years’ experience in sourcing and evaluating suitable
EIS opportunities within the television sector, and has
overseen the production of over 100 television
programmes. Kok-yee qualified as a chartered
accountant at Grant Thornton, specialising in the
audit of companies in the media and financial
services sectors. She has also worked within the
structured products valuation team at the global
alternative hedge fund manager, Man Investments.
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Commercial
Director/GPI
Management
Dan Perkins
Commercial
Manager
Laura Macara
Commercial
Manager
Matt Stevens
Ellen Fraser
Head of Legal and
Business Affairs
09/2013
Dan is a chartered accountant with significant
experience in the management of, and capital-raising
for, alternative investment opportunities, including
Corporate Venturing, EIS and BPR investments. Prior
to joining GPM, Dan was an Investment Director with
a leading media investment boutique and was
responsible for investment and distribution strategy.
Prior to this, Dan spent four years at a Big Four
accountancy firm providing corporation tax advisory
and compliance services to companies across a broad
range of sectors.
07/2014
Laura has four years’ experience in sourcing and
evaluating suitable EIS opportunities within the
televisions sector and managing over £350m of EIS
funds for a leading media investment house. Laura
has qualified as a chartered secretary and has
managed the corporate governance and company
secretarial matters for over 200 companies.
09/2015
Matt qualified as a chartered accountant at a Big Four
accountancy firm and is a chartered business
valuator, as well as having an MBA from the London
Business School. He spent three years working in
corporate finance and business valuations on a wide
range of projects in M&A, financing, tax-planning and
litigation.
09/2015
Ellen qualified as a barrister in July 2000 and later as a
solicitor and was previously a senior lawyer at a
leading media investment boutique. Ellen has over
10 years’ experience in media legal and business
affairs, specialising in advising content producers and
financiers on all matters relating to the development,
production and exploitation of films and television
programmes.
Source: GPI; AllenbridgeIQ
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This report is published by Allenbridge Limited. It is normally available to Professional Advisers by private
subscription.
 Allenbridge Limited 2016
8 Old Jewry, London EC2R 8DN
Telephone 020 7079 1000
Allenbridge is a trading name of Allenbridge Limited which is incorporated and registered in England and
Wales - Registered number 07435167 - Registered office 8 Old Jewry London EC2R 8DN Allenbridge
Limited is an appointed representative of Allenbridge Capital Limited which is Authorised and Regulated
by the Financial Conduct Authority.
NOTE:
Readers should note that investment in a Venture Capital Trust, BR IHT or EIS carries a greater risk than
some other investments, there is unlikely to be an active market in the shares, which will make them
difficult to dispose of, and proper information for determining their current value may not be available.
Prospective investors are strongly advised to consult their professional adviser about the amount of tax
relief (if any) they can obtain.
Although we have taken reasonable care to ensure statements of fact and opinion contained in this
document are fair and accurate in all material respects, such accuracy cannot be guaranteed. Accordingly,
we hereby disclaim all responsibility for any inaccuracies or omissions, which may make such statements
misleading, and for any consequence arising there from. While reports in this publication may make
specific investment recommendations, nothing in the publication enclosed with it is an invitation to
purchase or subscribe for shares or other securities.
www.allenbridge.com
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