Omeira-IM.compressed

An EIS qualifying film production company, uniquely led by a team
of industry professionals to finance and produce commercial
projects in partnership with the major film studios for both
established and new media platforms.

THE CONTENTS OF THIS DOCUMENT SHOULD NOT BE TREATED AS ADVICE. IF YOU ARE IN ANY DOUBT
ABOUT THE OFFER OR THE CONTENTS OF THIS DOCUMENT AND/OR ANY ACTION YOU SHOULD TAKE, YOU
SHOULD CONSULT AN INDEPENDENT FINANCIAL ADVISOR OR OTHER AUTHORISED PERSON UNDER THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FSMA) WHO SPECIALISES IN ADVISING ON THE ACQUISITION
OF SHARES AND OTHER SECURITIES. RELIANCE ON THIS DOCUMENT FOR THE PURPOSE OF ENGAGING IN
ANY INVESTMENT ACTIVITY MAY EXPOSE AN INVESTOR TO SIGNIFICANT RISK OF LOSING SOME OR ALL OF
THE CAPITAL INVESTED. THIS DOCUMENT IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION.
Omeira Studio Partners Limited
Incorporated in England and Wales under the Companies Act 2006 with registered number 08690045.
Offer of up to 499,700 new A Shares of £1 each at a price of £10 per A Share.
This Offer Document has been prepared with information provided by Omeira Studio Partners Limited (the “Company”).
All statements of opinion in this document and all views expressed represent the Company’s own assessment or
interpretation of information available to its Directors. No representation or warranty is made by the Company (or
any of its respective Directors, officers, employees or agents) as to the information and opinions contained in this
document, which are given for your assistance, but are not to be relied upon as authoritative or as the basis of any
contractual commitment.
An application for participation in this Offer will be regarded by the Company as an execution-only transaction and
this means that it is reasonable for the Company to believe that Investors do not expect it to provide advice on the
investment merits of the transaction or its suitability for them. This document is not intended to provide Prospective
Investors with any investment advice and any reliance on this document for the purpose of engaging in any investment
activity may expose an individual to a significant risk of losing some or all of the capital invested.
No investment should be undertaken without Prospective Investors satisfying themselves as to the merits of this
scheme by examining this Offer Document. Applications will only be accepted on the Application Form supplied by
the Company, which sets out the terms of the Offer. If the Offer is oversubscribed, applications may be scaled back.
Endeavour Ventures Limited is not communicating or issuing the Offer nor the Offer Document and any enquiries
should be directed to the Company.
This Offer Document has not been approved by the Financial Conduct Authority or any other government body, in
any way.

Notice To Recipients
This document should be read as a whole and reliance should not be placed on any one section (with the exception of the
Risk Factors) in preference to another section or the Application Form.
Prospective Investors must make their own examination of the legal, taxation, financial and other consequences of investment
in the Company and should not treat the contents of this Offer Document as advice relating to legal, taxation or other matters
and, if in any doubt about the proposal discussed in this Offer Document, its suitability, or what action should be taken,
should consult a person authorised and regulated by the FCA under the Financial Services and Markets Act 2000 (FSMA) and
qualified to advise on investments.
No shares in the Company are being offered to the public for the purposes of the Prospectus Regulations 2005 and no
application has been or will be made for the admission of any of the Company’s shares to the official list of the UK Listing
Authority, to trading on the AIM or to trading on any other recognised investment exchange. This document is being offered
an offer that relates to securities outside the scope of section 85 FSMA (as amended by the Prospectus Regulations 2005)
by virtue of section 86(1)(b) FSMA. As a result, this offer is exempt from the requirement to make available an approved
prospectus. This Offer Document has not been approved by the Financial Services Authority, or any other government body,
in any way.
This document is exempt from the general restrictions contained in section 21 of the Financial Services and Markets Act
2000 relating to the communication of an invitation to engage in investment activity as it is being made available by the
Company only to certified High Net Worth Individuals, Certified or Self-Certified Sophisticated Investors and suitably qualified
investment professionals (authorised persons) as defined in further detail below.
Any person who receives this Document who does not fall within the above exemptions as set out in articles 19, 48, 49, 50,
50A and 51 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”), must
not act on or rely on it for any purpose whatsoever.
High Net Worth Individual means an individual who has signed, within the period of twelve months prior to this promotion, a
statement that such individual has had during the financial year immediately preceding, an annual income of £100,000 or more
or has held during such year net assets to the value of £250,000 or more NOT including primary residence or any loan secured
thereon, life insurance or any pension.
Sophisticated Investor means someone with a current certificate in writing signed by an authorised person to the effect that
the investor is sufficiently knowledgeable to understand the risks associated with investments of this nature and who has
signed, within the period of 12 months prior to this promotion being made to them, a statement in a prescribed form that they
qualify as a certified sophisticated investor able to receive exempt promotions.
Self-Certified Investor means person can qualify as a self-certified sophisticated investor if they have signed within a period of
12 months prior to this promotion a statement confirming that they are a self-certified sophisticated investor with experience
in specific areas and can receive promotions that may not have been approved by an authorised person.
An investment made in the Company’s shares is suitable only for Investors who are able to assess the risks and potential
rewards based on their own interpretation of the information contained within this Offer Document. In addition, Prospective
Investors should not require immediate liquidity for their investments and have sufficient resources to bear any losses which
may result from the investment. Prospective Investors must understand that there is a risk that they will lose the whole of their
investment.
Persons receiving this Offer Document should note that advisors acting in relation to the preparation of this document are
acting solely for the Company and do not act for any recipient of this Offer Document. Accordingly, such advisors will not
provide advice to any Investor on an investment in the Company except where specific reference to this investment has been
made in a letter on headed paper with the statement that they are dealing with such an Investor as a private client (a “Letter”).
In addition, such advisors are not responsible to anyone other than the Company for providing protections afforded to clients
(as defined in the rules of the FCA) except any person who has received a Letter.
Your attention is drawn to the Risk Factors listed within the Offer Document. Investments made in Omeira Studio Partners
Limited should be considered as being for the long term. The Directors of the Company have taken all reasonable care
in ensuring that the information contained in this Offer Document is, to their knowledge, true and reflects the investment
proposition accurately.
Warning Notices
Shares issued under the Enterprise Investment Scheme (EIS) are high-risk investments and may only be suitable as medium
or long-term investments. Share offers under the EIS can be complex products and are not suitable for all investors.
If you have any doubts as to the suitability of shares issued under the EIS or you require advice of any kind, you should consult
a person authorised and regulated by the FCA under FSMA 2000 and who is qualified to advise on investments.
If the Offer does not reach its minimum investment level, the Company may decide to withdraw the offer and return your
applications.
Past performance is not a reliable indicator of future results. Information provided in this document about possible returns is
illustrative only.

5
Executive Summary...................................................................
Directors and Advisors..............................................................
Investment Opportunity.............................................................
The Film Industry.......................................................................
Financial Illustrations.................................................................
EIS Tax Reliefs...........................................................................
EIS Illustrations..........................................................................
General Information...................................................................
General Risk Factors................................................................
Proceedure For Application.......................................................
Definitions and Glossary...........................................................
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Contents

6
All film images in this document are a selection from the
wealth of productions our team have worked on.

7
Executive
Summary
Investment Opportunity
• Omeira Studio Partners Limited is a collaboration
between Endeavour Ventures Limited and a team
of accomplished UK film industry professionals.
Endeavour, which is authorised and regulated by
the FCA, is a venture capital company, which has
procured investment of £61m into EIS qualifying
companies since 2006, and is led by Dr Richard
Hargreaves and Bill Cunningham. The film team
includes Mick Southworth and Martin McCabe, who
between them have distributed over 1,000 films, and
Deepak Sikka, the former Finance Director for TV &
Production at HIT Entertainment PLC and recently
CFO of Molinare, where he financed and produced
films including The King’s Speech and Moon.
• The Enterprise Investment Scheme is a long
established and reputable tax incentive used
by successive UK governments to encourage
entrepreneurship by offering tax reliefs for
investment in unquoted companies.
• The UK film industry and specifically the production
of independent feature films qualifies for the EIS.
• The international film market is very large and fast
growing, and UK independent films are performing
well. Despite this, there is a significant lack of
production finance available since the banking crisis
of 2008. The EIS aims to stimulate investment in the
sector, and enhance available returns.

8
Note:
The above illustration is before the arrangement & marketing fee of 6.5%, which is tax deductible in the event that
a film performs poorly. There are no other fees to investors, save profit share to Directors.
Return
£30
£70
£xx
EIS
Third party guarantees:
Collateral
Sales to & overages from
distributors
EIS
Third party guarantees:
Collateral
Security
£30
£70
Film Investment
£100
IT
£100 + £xx CGT
£72 + £xx £28 Tax
CGT relief IT relief
£72 + £100
£28 Deferred
Investor
Key Features
• Each film investment will be 100% financially
secured by a combination of the EIS benefits,
government tax incentives, and financial guarantees
from the Studios and reputable third parties. No film
will be approved for production unless its budget
is fully secured to the satisfaction of the Greenlight
Committee.
• By using the EIS and the UK government’s
established film tax incentive, which is a payment
to production companies of up to 20% of the film’s
cost, the tax benefits offered by the Company are
well established and in no way controversial. The
Company will not have any debt.
• The Directors have long standing relationships with
the Studios. Each film will be co-financed by the
Studios by way of financial guarantees for territorial
distribution licenses, known in the industry as Pre
Sales.
• The Company will produce at least two films. Each
film will be a standalone commercial proposition.
• The Company will not make any distribution before
the end of the Qualifying Period.
• Thebasecasereturn,whichassumestheCompany’s
film productions recoup their budgets and investors
claim income tax relief under the EIS, is a tax free
multiple of 1.5 times. The worse case return, which
assumes the Company’s film productions earn no
revenues, is a loss of just 6% thanks to the EIS and
aforementioned Pre Sales.
Executive Summary
Risk/Reward Profile

9
Summary of the offer
Offer Statistics
• Offer price per share: £10 per A Share (including
premium of £9 per share) with a minimum
subscription of £25,000.
• Maximum number of A Shares being issued 499,700
for a total amount of £4,997,000.
• Estimated proceeds of the offer after costs if fully
subscribed £4,675,000.
• There are 120,000 management B Shares in prior
existence.
• Total number of shares in issue, assuming full
subscription after the offer, is 619,700.
Share Rights
The investor A Shares will be entitled to recoup
before the management’s B Shares are entitled to any
significant participation in profits or assets on a winding
up. Following recoupment, 75% of further company
profits will be pooled for A Share shareholders until their
cumulative return is 120% (£12 per share), when they
will share in 50% of future profits, with management’s B
Shares participating in the other 50%.
Issuer
Offer Period
The closing date is 5 p.m. on 31st October 2015. The
period during which the Offer is open may be extended
by the Directors at their sole discretion.
What are the benefits of the EIS?
Investors must be over 18 and UK resident taxpayers.
They are then able to claim the following benefits:
• 30% income tax relief, reducing the net cost of
investment to 70p per £1 invested.
• The opportunity to defer CGT on capital gains
realised within three years before or up to 12 months
after investments are made.
• No CGT payable on gains realised after three years.
• Investments held for more than two years qualify for
relief from inheritance tax.
• If shares are realised at a loss, that loss can be set
off against income in the year of disposal or previous
year. This means that a 45% taxpayer with sufficient
income is only at risk on 38.5p per £1 invested.
v
Management Cost
• Endeavour Ventures will charge a 6.5% arrangement
and marketing fee from which advisor fees will be
paid.
• There are no annual management charges, which
makes Omeira Studio Partners Limited amongst the
lowest cost EIS offerings in the market.
Executive Summary

10
Directors &
Advisors
The Company is a collaboration between Endeavour
Ventures Limited which is authorised and regulated
by the FCA, and which specialises in EIS investments,
together with a grouping of some of the most respected
and experienced practicioners of the UK film industry,
who have privileged access to certain major US film
studios.
Management Team
The film team includes Deepak Sikka, Mick Southworth,
Martin McCabe and Brooke Lyndon-Stanford, who
have come together to make high quality, commercial
independent films, pooling their long experience and
exceptional contacts within the film industry.
Deepak Sikka is an experienced entertainment financier.
He was previously Financial Controller and then Finance
Director for TV & Production at HIT Entertainment PLC
where he worked on a number of acquisitions before
the business was acquired by APAX Partners. He then
became CFO and General Manager at Molinare where
he structured an innovative mechanism for investing
post-production finance into film and television projects
in return for equity - this mechanism financed over 30
films and notable successes include Moon and The
King’s Speech of which Deepak is a Co-Executive
Producer.
Mick Southworth is an acknowledged industry veteran
and one of the UK’s most successful independent
film distributors, with more than 30 years experience.
He was founding MD of Film Four Distributors, later
established Winchester Film Distribution in 2001 and
subsequently became Managing Director of The Works
UK Distribution Ltd. During his career he has overseen
the acquisition and release of numerous hits including
The Madness of King George, Secrets and Lies, Brassed
Off and Fever Pitch. He has had an exclusive home
entertainment output deal with Universal Pictures in the
UK for 20 years releasing up to 10 films annually.
Martin McCabe is one of the UK’s most experienced
and innovative film executives. During over 25 years
in the business he has been involved in the release
of over 500 feature films including Cinema Paradiso,
Man Bites Dog, When Harry Met Sally and La Haine.
Martin started his career at Palace Pictures and then
became a founding Director of Metro Tartan where
he was largely responsible for turning the business
into the UK’s leading independent film company. He
subsequently became Head of Theatrical Distribution
and Acquisitions at Electric Pictures/Alliance Atlantis
UK, and then launched Downtown Pictures where he
successfully released over 25 features, including 2
Oscar winners.

11
Directors & Advisors
Brooke Lyndon-Stanford founded Atomic Arts in
1996, a visual effects & animation company which
offers services to established and aspiring filmmakers.
It has acted as an incubator, in particular to Picture
Farm, a collective including Rupert Wyatt and Damian
Lewis. Atomic Arts supervised and completed in-
house all the effects on Rupert’s film The Escapist
which then lead to work on Rise of the Planet of the
Apes for 20th Century Fox. Further developing the
relationship with Fox, Atomic Arts recently worked
on Abraham Lincoln Vampire Hunter. They are now
slated to work on a number of studio movies including
Paramount’s upcoming production of The Gambler.
Brooke visual effect supervises for Atomic Arts on all
these productions. He has recently been elected to the
board of directors of the Visual Effects Society.
Sebastian Katkhuda has over 25 years experience
working in the Music, Fashion, Art, Media and Financial
Industries. He has worked for various corporations
including M&C Saatchi, The Marsh McLennan Group
and Aon Ltd as well as advising private high net worth
clients on legal matters. He has been a qualified Solicitor
of the Supreme Court for 15 years.
Endeavour Ventures Limited (www.endven.com)
is an independently established and funded private
investor group operating from its London offices at
41 Devonshire Street. Its clients typically invest in
syndicate alongside smaller institutions, investor groups
and the Angel CoFund with whom it has established
relationships. Endeavour Ventures Limited provides an
on-going portfolio management service for its clients.
Endeavour has a highly experienced team with relevant
investment backgrounds that brings together many
years experience of investing in, managing, and exiting
growth companies. It has access to a wide deal-flow
through a wide network of contacts, and focuses
on computer-related technologies and rapid growth
markets driven by technological or regulatory change.
To date, Endeavour has raised over £70m, of which
£61m is EIS qualifying. Representing Endeavour
Ventures Limited are Dr. Richard Hargreaves and Bill
Cunningham.
Dr Richard Hargreaves began his venture capital
career with 3i before founding Baronsmead PLC which
specialised in investing in smaller unquoted companies.
One of Baronsmead’s notable achievements was to
establish a fund for Barclays Bank PLC – the Barclays
Baronsmead Fund – which demonstrated the value for
the bank of investing in this area. An ex-Chairman of
the BVCA, Richard began arranging or participating
in syndicated EIS investments in 1999, co-founding
Endeavour Ventures Ltd in 2005.
Bill Cunningham co-founded Endeavour Ventures Ltd
alongside Richard Hargreaves in 2005, and continues to
source deals, funding, and arrange investments. Bill is
an active non executive director on the board of several
portfolio companies including Numecent Holdings Ltd,
a now well established cloud computing business for
which he has raised and invested $22m since 2009, and
Approxy Inc Ltd, its computer games related spin-out.
He sits on the board of two other investee companies
into which Endeavour has introduced $18m.

12
Directors & Advisors
Advisory Committee
This is a group of established industry practitioners with
a vast wealth of experience and pedigree between them
assembled to oversee, assist and advise on the key
areas of budgeting, scheduling, casting and financial
structuring, as well advising on the film and TV markets.
Jack Binder is an American feature film Producer
working in the Hollywood Major Studio system and
independent film sector for over 25 years. Binder’s
Producer Credits include Reign Over Me for Columbia
Pictures (Adam Sandler, Don Cheadle, Liv Tyler, Donald
Sutherland) and The Upside of Anger for New Line
Cinema/Warner Bros. (Kevin Costner, Joan Allen),
among a wealth of other films.
Gary Hamilton has worked in the film industry for 25
years and is the founding managing director of leading
international sales company Arclight Films, with offices
in Los Angeles, Sydney, Toronto, and Hong Kong.
Selwyn Roberts is one of the UK’s most senior leading
line producers with credits including National Treasure,
Pearl Harbour, King Arthur, Shackleton and the award
winning Parade’s End. He is currently producing
StrikeBack for HBO and Sky.
Charles Peel was the Chief Executive Officer, Chairman,
and Founder at KBC Peel Hunt. In 1975, he joined
Fielding Newson-Smith & Co., becoming a Managing
Partner in 1980 and the Chief Executive in 1986, the year
it was acquired by County NatWest. In 1987 Mr. Peel
joined Morgan Grenfell Securities and was appointed
the Head of Institutional Sales. In 1989 he became a
Founding Director of Peel Hunt and Co. Limited. In
September 2004, Mr. Peel retired from the City and is
actively involved with a number of small companies. He
served as Director of The Mercantile Investment Trust
PLC from October 1, 2005 to May 23, 2012.
Greenlight Committee
The primary role of the Greenlight Committee is to
approve, amend or reject production propositions
sourced and developed by the Directors and
management team, assisted by the Advisory Committee.
The Greenlight Committee will comprise of Endeavour
Ventures, Charles Peel and Deepak Sikka, and will be
chaired by Charles Peel. All productions will require
unanimous support.
Other Advisors
Accountants Nyman Libson Paul, 124 Finchley Road,
London NW3 5JS
Bankers Coutts, 440 Strand, London WC2R 0QS
Lawyers New Laws Legal, 56 Welbeck Street, London
W1G 9XS

13
Overview
UK films have performed well both in the UK and
internationally. Yet, in spite of the recent successes of
UK independent films, in particular The King’s Speech
and The Inbetweeners Movie, there is a distinct lack
of available production finance. The decline in spend
on UK independent productions began in 2011 and
accelerated as the changed arrangements for film tax
relief caused a significant reduction in the amount of
available funding. This has coincided with a continued
famine of bank finance.
Over the same period, the Studios have retreated
into their core business of film distribution and the
production of very large budget feature films, and have
significantly reduced the number of lower budget films
they produce. This reduction in available production
finance comes at a time when the popularity of films
has never been higher.
The key to success in independent film production
is distribution. According to the BFI handbook, only
54% of UK films get theatrical distribution, which in
turn drives international sales and sales in ancillary
media. The Directors have close and long standing
relationships with leading distributors, including Sony,
Paramount, Lionsgate and most notably, Universal.
These distributors have ‘output deals’ with television
broadcasters worldwide which allow them to place
their product into guaranteed television slots at
advantageous prices. The Studios have recently
increased their budgets to acquire territorial rights for
independent films, and two of the Company’s team are
film distribution veterans who have distributed over
1,000 films in their careers. All this ensures that the
Company’s films have strong commercial prospects as
well as a guarantee of distribution from the Studios.
The Company thus represents an exciting opportunity
for UK resident individuals to invest in an EIS
qualifying company, which will invest in at least two
UK film productions, and thereby make an important
contribution to the UK film industry. The fundraising
target is £4,997,000.
Investment Process
Each film will be produced by a 100% owned subsidiary
company.
A number of suitable investment opportunities have
already been identified that fit with the Company’s
distribution led strategy.
The Investment Committee will only Greenlight a film if
it meets all of the following criteria:
• At least 70% of the film’s budget is secured by a
combination of Studio Pre Sales, government
tax incentives, subsidies or credits, and financial
guarantees from reputable third parties. The film
must have Pre Sales to a Studio for distribution.
Together with an EIS 30% income tax relief, this
would provide security of 100% of any investment
before any costs are incurred by the Company .
• The film must have insurance that it will be completed
within an agreed budget and timescale, known
as a completion guarantee. Errors and omissions
insurances must also be in place.
• A sales agent with a proven track record must be
appointed and their estimates of the value of rights
of the film not already with a Pre Sale to a Studio
must be substantially in excess of the film’s unsold
budget.
The Company may decide to produce some films in
non UK locations where there are more generous tax
incentives. This would not disqualify the Company from
EIS tax reliefs.
The Directors will appoint and have approval over all
key roles in the film’s production.
Proposed Film Slate
A full slate of projects have been identified which fulfill
the Company’s Greenlight criteria. They are ready to
start production and all have Studio backing.
Investment Opportunity

14
The Film
Industry
Overview
Films can be divided into Studio films (films created,
financed and distributed through the vertically integrated
and well known Hollywood studios) and independent
films.
The main terms used to describe the film making
process are:
Development is the stage at when a film’s life cycle
starts. A story is worked into a synopsis, then a
treatment, followed by a screenplay.
Production commences after every step of creating
the film is carefully designed and planned, a detailed
production budget agreed and the necessary
insurances and completion guarantees are obtained.
The Company will only become involved at this stage.
Principal photography (or the actual filming of the
screenplay) then takes from six to sixteen weeks.
Post Production starts after principal photography is
completed. This is when the film is edited together and
music, sound design, visual effects etc. are all added to
create the final product.
Distribution occurs when the film is finished. It is first
released to cinemas and then to other consumer media,
such as Blu-Ray and DVD, free and paid television, and
digital and online platforms.
Financing
An independent film typically raises finance from a
number of sources:
(a) Pre Sale discounting
A pre sale is a financial guarantee to acquire territorial
rights and payment is due after the film has been
delivered to the distributor within an agreed timeframe
and in accordance with the approved elements, including
an agreed list of deliverable materials. Pre Sales can be
discounted with banks and other financiers to cash flow
the production. The Company will finance this collateral
for its productions.
(b) Institutions
There are a number of publicly funded bodies that
provide funding in order to support the local film industry.
In the UK there is the British Film Institute as well as
a number of regional agencies. Some broadcasters
fund in order to secure the option to licence the first
television broadcast. This is particularly the case where
the broadcasters are publicly funded (e.g. BBC, Channel
4 and Canal+).
(c) Government tax incentives
Given the economic and cultural importance of the film
industry, governments often use tax incentives or non
refundable credits to attract investment, which can
contribute up to 50% of a film’s budget. In the UK, the
subsidy (the “Producer Credit”) finances up to 20%
of the budget of a film certified by the Department of
Culture Media and Sport (a “British Qualifying Film”).

15
Film Industry Performance and
Global Trends
The film industry is a very significant global market
that is showing strong growth. According to
PricewaterhouseCoopers, it will grow by 17% from
2011 to 2016, to just short of $100 billion. Although
the BRICS economies are showing rapid growth, the
USA is by far the largest market (35%). The UK is the
fourth largest consumer market for film (by value) in the
world, worth £4 billion or 6.4% of global revenues. UK
films earned 11.4% of the $36 billion worldwide gross
box office in 2013 and the UK film industry generated a
valuable trade surplus for the British economy of over
£1billion.
The Rise of Digital Media
In 2012 UK digital entertainment sales topped £1bn for
this first time, an 11.4% increase over 2011. According
to data from the Entertainment Retailers Association,
digital sales now account for almost a quarter of the
overall market. This follows a significant investment
made by the various players and compensates for the
demise of content retailers, in particular Blockbuster
and HMV.
Digital distribution is becoming increasingly important
to the film industry, it provides an expanding platform
and new access to consumers for both the distributors
themselves and independent film makers.
(d) Gap financing
Gap financing is the shortfall between funds raised and
a film’s budget (the “Gap”) and is usually funded by
banks and financial institutions who require a significant
cover of sales estimates from a reputable Sales Agent
for the unsold territories (excluding the US). Since the
credit crisis this source of financing has become very
scarce.
(e) Sales Agent advance
A Sales Agent may make an investment in a film or take
the place of a senior lender or Gap financier in order to
secure the sales agency agreement.
(f) Other equity
There are often other equity investors in a film
production, typically post production companies, co-
producers, private individuals or funds.
Income Flows
A film may earn revenues over a number of years. Initially
a film is exploited in cinemas Three to six months
later it will then begin its home entertainment release.
Approximately a year after its theatrical release, it will
reach its pay-tv window, which will then generally last
12 to 18 months. After this the film will be released on
free-to-air television channels and will continue to hold
a library value for years to come. These film libraries
often become tradable assets.
For independent films the eventual performance of
the film as set out above is significantly less important
than the level of the sales made to distributors, unless
the film performs very well. Then it is possible to earn
further income, called overages. These are paid after
distributors have recouped their advances and print
and advertising expenditure from income net of their
distribution commission.
The Film Industry

16
Financial
Illustrations
Risk Mitigation
Film production is by its nature a speculative business,
and there can be no guarantee of success. The
Company’s strategy is to mitigate 100% of the risk
(before fees); 30% through EIS income tax relief and
70% by securing the budget with government subsidies
and third party guarantees.
Security
Inthisillustration,thesecuritytobeusedbytheCompany
has the following characteristics, all underpinned by a
Completion Bond:
Studio
A Studio’s advance is payable upon technical delivery
of the film, which should be within 18 months of a film
being Greenlit.
UK Government subsidy
Upon audit of the film production accounts and
application to HMRC/DCMS the UK Government’s
Producer Credit is payable, and is usually paid within 6
weeks, subject to there being no enquiries.
Sales Agent guarantee
The Sales Agent will be required to guarantee a
proportion of their estimates, payable within 3 years
of delivery or upon the winding up of the investee
companies.
Post production company
The post production company will guarantee a small
proportion of the film’s budget in return for obtaining
the contract. The Directors have the discretion to use
other security, such as foreign government subsidies
and third party equity, provided that each film budget is
70% secured.
For example, an illustrative investment into the Company
would be secured as follows:
When EIS relief is added, an investment in the company
is fully secured before fees.
Endeavour Ventures is charging the Company
arrangement and marketing fees of 6.5% and there
are no annual management charges. Profit share to the
Directors is 25% of profits after Investors recoup their
investment and 50% after Investors receive a gross
return of 150%, the latter includes EIS income tax relief.
Post Production (5%) Studio Pre-Sale
(35%)
EIS
(30%)
UK Govt.
Tax Credit
(20%)
Sales
Agent
(10%)

17
• The target case scenario assumes the film recoups
120% of its budget, producing a tax free multiple of
1.5 times.
• Even on the target case scenario, the film has only
recouped 85% of the budget from the non Studio
territories, whereas a film will only be Greenlit if a
reputable Sales Agent has estimated that film will
recoup 150% of its unsold budget.
• The hit case assumes the film is a breakout success,
producing a tax free multiple of 2.8 times. No
interest income on cash balances is included within
the model.
It is assumed that investors receive 30% EIS income
tax relief on their investment, pay no tax on disposal
and are entitled to income tax relief on any losses at a
marginal tax rate of 45%.
These returns have been calculated after all profit
shares, including the film’s directors, producers and
cast, and the Directors.
Income could be expected for 15 years and more from
release of a film, depending upon its performance.
Whilst the proportions above are illustrative, the
Directors will only Greenlight a film if it is 70% secured.
Furthermore, given that the Studios are acquiring
territorial licenses, and not financing the film, this
ensures there is unlimited upside potential for Investors
after the Studios recoup their advances and fees.
Financial Model
The summary of the Company’s financial model is based
on the assumptions set out below.
• The worse case scenario assumes that the film
earns no revenues after delivery. On account of the
security, the loss thereon is attributable only to the
Company’s fundraising expenses. The total loss is
6%.
• The base case scenario assumes the film recoups
100% of its budget, producing a tax free multiple of
1.4 times.
Financial Illustrations
Note: in the worse case, the loss to investors (which is the fundraising fee) is tax deductible at 45% The above returns are illustrative only and are
based on a number of assumptions. These illustrative returns may not be a reliable indicator of future performance.
Table - Return calculations
Worse Case Base Case Target Case Hit Case
Investment 100,000 100,000 100,000 100,000
Less tax relief @ 30% -30,000 -30,000 -30,000 -30,000
Net cost of investment 70,000 70,000 70,000 70,000
Gross sales to distributors 35% 100% 120% 1,000%
Gross return 35,000 100,000 120,000 1,000,000
Collateral analysis
Studio 35% 35,000 35,000 35,000 35,000
Producer credit 20% 20,000 20,000 20,000 20,000
Sales agent 10% 10,000 10,000 10,000 10,000
Post production company 5% 5,000 5,000 5,000 5,000
Collateral 70% 70,000 70,000 70,000 70,000
Total return 65,548 105,600 120,400 771,600
Net return after all profit shares 65,548 102,100 107,650 193,950
Multiple of net cash invested 0.94x 1.46x 1.54x 2.77x

18
To obtain the tax reliefs described below, it is necessary
to subscribe for shares in EIS qualifying companies. The
summary below is based on current law, and gives only
a brief outline of the tax reliefs. It does not set out all the
rules which must be met by EIS qualifying Companies
and an Investor. The tax reliefs will only be relevant to
Investors who pay UK income tax and/or wish to defer
a capital gain. This summary must not be taken as tax
advice and if an investor is in any doubt they should
consult a person authorised and regulated by the FCA
under the Financial Services and Markets Act 2000
(FSMA) and qualified to advise on investments.
a) Income Tax Relief
Individuals can obtain 30% income tax relief on
the amount subscribed for shares in EIS qualifying
Companies (up to an annual maximum £1 million for
the 2013/14 tax year), although relief will be denied for
investment into an EIS qualifying Company with which
the individual is connected. Spouses and civil partners
can each separately subscribe up to £1 million. The
relief is given against the individual’s income tax liability
for the tax year in which the shares are issued unless
the individual makes a Carry Back Relief claim.
(b) Carry Back Relief
Carry Back Relief claims may be made for amounts
subscribed for shares in EIS qualifying Companies such
that an investment is treated for tax relief purposes as
having been made in the tax year before the tax year in
which the investment was actually made. Note that the
maximum total investment on which EIS Relief may be
claimed for any one tax year is £1,000,000, taking into
account both investments actually made in that year
and investments made in the subsequent year.
(c) Capital Gains Tax Deferral
To the extent to which a UK resident Investor (including
individuals and certain trustees) subscribes for shares,
they can claim to defer paying tax on all or part of a
chargeable gain. The gain may have arisen on the
disposal of any asset, or a previously deferred gain may
have been brought back into charge.
Although there is a limit for income tax relief (see (a)
above), for the exemption from capital gains tax upon a
disposal (see (d) below), there is no limit on the amount
of EIS qualifying investments which can be used to defer
a gain. If the Investor dies whilst still holding shares, the
deferred CGT liability is extinguished entirely.
Shares in EIS qualifying Companies must be issued
within one year before and three years after the date
of the disposal which gives rise to the gain or the date
upon which a previously deferred gain crystallises. The
gain is deferred until there is a chargeable event such as
a disposal of shares or an earlier breach of the EIS rules.
EIS
Tax Reliefs

19
EIS Tax Reliefs
When a previously deferred gain crystallises, the rate
of CGT then payable will depend upon the legislation
that is in force at that time, and may be greater or lower
than the rate that would have applied had Capital Gains
Deferral not been claimed. Note that, under current
legislation, Entrepreneurs’ Relief is not available in
respect of such deferred gains so that a gain that would
have been taxed at 10% is likely to be taxed upon
crystallisation at a rate of 18% or 28%.
(d) Capital Gains Tax Exemption
To the extent that EIS income tax relief is given and not
withdrawn on the eligible shares there will be no CGT
due on gains arising on the disposal of those shares
provided these have been held for a minimum of 3
years from the date of issue or commencement of trade,
whichever is the later.
(e) Capital Gains Tax (“CGT”)
Any capital gain realised on a disposal of shares in an
EIS qualifying company after the EIS Three Year Period,
and on which EIS relief (see (a) above) has been given
and not withdrawn, will be capital gains tax free. Any
capital gain realised on a disposal within the EIS Three
Year Period will be subject to CGT at a rate of 18% or
28% (the tax rate used depends on the total amount of
the investor’s taxable income).
(f) Loss relief
Where a capital loss is incurred by an Investor on the
first disposal of eligible shares to which income tax
relief is given and not withdrawn the net loss calculated
after deducting income tax relief from the cost of the
investment may be set against taxable income of the
same tax year or the previous tax year at the election of
the Investor. Alternatively the loss may be offset against
capital gains in the tax year of disposal. Any excess
losses may be carried forward for relief against future
capital gains.
(g) Inheritance tax relief
This is not a relief available under EIS as such. Therefore,
any holder of eligible shares (whether as a subscriber or
a transferee) may benefit. 100% inheritance tax relief is
available on shares that a shareholder has held for at
least two years.

20
EIS
Illustrations
Table 2 – sale of shares for five times amount paid after three
years:
Some examples are provided below to illustrate the
potential benefits, but it must be emphasised that the
figures are purely illustrative and are not predictive in
any way of the returns that might be made.
They also assume that the Company qualifies for EIS
relief during the whole period and that the Shares are
held for a minimum of three years.
These examples are not and should not be construed
as forecasts of the likely performance of the investment
described in the Offer Document.
Benefit
EIS income tax relief 30%
Maximum annual investment per person of £1,000,000
in 2013/14
EIS CGT deferral
No upper limit, although the size of the Offer is a limiting
factor.
Tables 1, 2 & 3 below illustrate the tax effects for an
investor paying income tax at the highest rate based on
the tax rates ruling during the 2013-14 tax year.
Table 1 – example investment in company shares with and
without EIS reliefs:
EIS No EIS
Investment £10,000 £10,000
Income tax relief
(30%)
£3,000
Reclaim of CGT
paid (28%)
£2,800
Net investment £4,200 £10,000
Proportion of
gross cost
42% 100%
*Tax is payable on the capital gain rolled over into the investment and
which must be paid when the investment is realised.
Table 3 – company liquidates and investment is lost:
EIS No EIS
Sale proceeds £0 £0
CGT to pay on
deferred gain
£2,800 £50,000
Loss offset against
income tax
(50%) £3,500 (£0)
Net tax reclaim £700
Net loss £3,500 £10,000
Proportion of gross
investment lost
35% 100%
The £10,000 capital gain that was deferred by rolling
it over into this investment is now subject to tax at the
current rate (assumed as 28%), so £2,800 of tax is
payable.
The difference is £700 of tax to reclaim which does
not affect the net loss as the capital gain was always
taxable – the CGT has simply been deferred.
EIS No EIS
Sale multiple
(times gross
cost)
5 5
Sale proceeds £50,000 £50,000
CGT to pay on
gain
(0%) £0 (28%) £14,000
CGT to pay on
deferred gain*
(28%) £2,800
After tax return £47,200 £36,000
Multiple of net
investment cost
11.2 3.6

21
The most important points for an investor who has paid
50% income tax to draw from these calculations are:
• The investor only has to invest 42% of their gross
investment. However, 100% has to be invested
initially as the tax reliefs can only be claimed after
investment so there is a time delay.
• If the investment fails the investor only loses 35%
of their investment having offset their net loss of
£7,000 against their income tax.
• If the investment is sold for five times the gross
investment the after tax return is 11.2 times their
net investment.
This compares with the non-EIS investor who:
• Must invest 100% of the money required.
• Loses 100% of a failed investment unless they
have capital gains against which to offset the loss –
which could reduce it to 72%.
• Receives an after-tax return of 3.6 times their
investment unless they have capital losses they can
offset against the gain.
Table 4 – example investment in company shares with and
without EIS relief:
Table 6 – company liquidates and investment is lost:
EIS No EIS
Sale proceeds £0 £0
Income tax relief* (50%) £3,500
Net loss £3,500 £10,000
Loss as a portion of
gross cost
35% 100%
*carried back to 2012/13
EIS No EIS
Sale multiple
(times gross
cost)
5 5
Sale proceeds £50,000 £50,000
CGT to pay on
gain
(0%) £0 (28%) £14,000
CGT to pay on
deferred gain
(0%) £0
After tax return £50,000 £36,000
Multiple of net
investment cost
7.1 3.6
Table 5 – sale of shares for five times amount paid after three
years:
Here the most important points for the investor are:
• They only have to invest 70% of their gross
investment, and the time delay remains.
• If the investment is sold on the same assumptions
as in Table 5 the after tax return is 7.1 times their net
investment.
• If the investment fails they lose 35% of their
investment, the same as in Table 6.
The position for the non-EIS investor is unchanged and
so the benefits for the EIS investor remain substantial.
EIS No EIS
Investment £10,000 £10,000
Income tax relief
(30%)
£3,000
Reclaim of CGT
paid (0%)
£0
Net investment £7,000 £10,000
Proportion of
gross cost
70% 100%
EIS Illustrations

Budget
A maximum of £4,997,000 and a minimum of £1,000,000
will be raised under the Offer. The money raised will be
used to fund the production of film projects.
Dividend Policy
The Directors expect to retain any profits generated
by the Company during the three year period (i.e. for
a period of three years from the closing date of the
Offer). Dividends may be paid in subsequent years
if the Company has retained earnings available for
distribution. This is important to note, because it means
that Investors should not expect any of their initial
capital being returned before this time.
Realisation of the Investment
At the end of the three year period, the Directors intend
to seek the views of the Shareholders regarding the
future of the Company. This may result in the sale of
a part or all of the Company, a repurchase of shares
by the Company, the introduction of new Investors,
the voluntary liquidation of the Company or the sale of
the Company’s assets and subsequent distribution of
proceeds to Shareholders. The Directors will consider
the most appropriate method of returning capital to
Shareholders having regard to the Company’s position
and requirements at the time and the Directors will then
make a recommendation to the Shareholders.
The recommendation will be proposed as an ordinary
resolution put to the vote of Shareholders at a general
meeting.
Use of the Proceeds of The Offer
The proceeds of the Offer will be used to fund the
production of at least 2 films (assuming the maximum
sum of £4,997,000 is raised). The proceeds will also be
used to pay the on-going operating expenses of the
Company and the expenses of this Offer.
Details of the Offer
Up to 499,700 A Shares are being offered at a price of £10
per Share, payable in full on application. Applications
must be for a minimum of 2,500 Shares and thereafter
in multiples of 100 Shares. The applicant’s shareholding
must not exceed 30% of the total number of Shares in
issue after the Offer closes.
The closing date is 5 p.m. on 31st October 2015. The
Directors may decide to extend the Offer at their sole
discretion.
If the Offer is oversubscribed, the Directors can exercise
their discretion to scale down applications. The Directors
will close the Offer immediately on its becoming fully
subscribed.
If the Offer is less than fully subscribed, the amount of
capital subscription will be allotted and issued provided
that the Minimum Amount has been achieved. In the
event that applications are not received in respect
of subscriptions equal to the Minimum Amount, the
Company and any subsidiary companies will not
proceed with the development of any film projects and
applicants will be refunded their subscription money in
full (with interest) within 30 days of the final closing date
of the Offer.
22
General
Information

General Information
23
Reporting to Shareholders
The Company will issue an annual report to Shareholders
and this will inform them of the progress and status of
the projects. This report will also detail the financial
position of the Company and the Shareholders will
be able to discuss this with the Directors at annual
general meetings. The accounting reference date of the
Company is 31st December and its first accounts will be
produced for the financial period from its incorporation
to 31st December 2015 and will be filed at Companies
House before the filing deadline in September 2016.
In addition, the Directors will produce quarterly
newsletters, which will help to inform shareholders of
the Company’s progress.
Management Incentives
The executive members of the Board will have
employment contracts with the Company. The Board
strongly believes that it is important to align the interests
of the management team with those of the Shareholders.
The Board has agreed with the management team that
once sufficient profits have been generated to recoup
Investors’ initial capital, the management team will
benefit from a profit based incentive. The management
incentive will not be calculated and paid until the end of
the Three Year Period. Any residual payments thereafter
will be made as and when profits are received. The
Directors believe that this arrangement provides an
appropriate incentive to the management team and, if
achieved, Shareholders will benefit significantly from
the financial performance of the Company.
The Company
The Company was incorporated and registered in
England and Wales on the 13/09/2013 under the
Companies Act as a limited company with the name
Omeira Studio Partners Limited. Its registered number
is 08690045. The Company’s registered office is 41
Devonshire Street, London, W1G 7AJ.
Share Capital
Assuming full subscription of the Offer, the share capital
of the Company will be 500,000. The issued share capital
of the Company at the date of this Offer Document is £1
representing 1 ordinary share of £1. This share is held
by Endeavour Ventures Limited.
Summary of Share Rights
The articles of association of the Company (the Articles),
which are available for inspection at the Company’s
registered office as shown above, contain provisions,
among other things, to the following effect:
a. Shares
The share capital of the Company shall be divided into
A Shares, and B Shares. A Shares and B Shares shall
be separate classes of shares and shall rank pari passu
except for the rights set out in article(s) 20B (and 20C).
Unless otherwise agreed in writing by the Shareholders,
any new Shares issued to a holder of A Shares shall be
A Shares and any new Shares issued to a holder of B
Shares shall be B Shares. The Company shall not have
power to issue share warrants to bearer.
b. Dividends and Distributions
Allocation of dividends, distributions and returns of
capital: All dividends, distributions and returns of
capital (including the distribution of surplus assets on a
winding up) shall be allocated as between the Ordinary
A Shareholders (the ‘A Shareholders’) and the Ordinary
B Shareholders (the ‘B Shareholders’), as follows:
Firstly to the A Shareholders and the B Shareholders
(A Shareholders receiving the A Shareholder Proportion
and the B Shareholders receiving the B Shareholder
Proportion) until the A Shareholders have cumulatively
received in aggregate (taking into account all prior
dividends, distributions and returns of capital (including
the distribution of surplus assets on a winding up) and
ignoring any change of ownership in the A Shares) an
amount equal to £10 per A Share with A Shareholders
collectively receiving 99.999% and B Shareholders
collectively receiving 0.001% of total payments, as their
respective proportions.
Secondly to the A Shareholders and the B Shareholders
(A Shareholders receiving the A Shareholder Proportion
and the B Shareholders receiving the B Shareholder
Proportion) until the A Shareholders have cumulatively
received in aggregate (taking into account all prior
dividends, distributions and returns of capital (including
the distribution of surplus assets on a winding up) and
ignoring any change of ownership in the A Shares) an
amount equal to £12 per A Share with A Shareholders
collectively receiving 75% and B Shareholders
collectively receiving 25% of total payments, as their
respective proportions.
Thirdly any further balance shall be paid to the A
Shareholders and the B Shareholders (A Shareholders
receiving the A Shareholder Proportion and the B
Shareholders receiving the B Shareholder Proportion)
with A Shareholders receiving 50% and B Shareholders
50%.

24
General Information
Section 175 of the Companies Act 2006, the Board
may on the proposal of any Director authorise such a
conflict provided that the Relevant Director declares to
the Board the nature and extent of their interest in that
conflict as soon as reasonably practicable and provides
the Board with all relevant details. The Relevant Director
may not count towards the quorum or vote on any
resolution giving such authorisation. The Board may
decide to exclude the Relevant Director from any Board
conflict as soon as reasonably practicable and provides
the Board with all relevant details.
The Relevant Director may not count towards
the quorum or vote on any resolution giving such
authorisation. The Board may decide to exclude the
Relevant Director from any Board meeting while the
conflict is under consideration. The Board may, either
at the time of giving the authorisation or subsequently,
impose terms upon the Relevant Director, who will be
obliged to conduct himself in accordance with any such
terms. The authorisation may be revoked or varied at
any time but this shall not affect anything done by the
Relevant Director prior to such revocation or variation
in accordance with the terms of the authorisation. If a
Director is in any way interested in a proposed contract
with the Company, a contract which has been entered
into by the Company, or a contract or proposed contract
in which the Company has a direct or indirect interest,
they must declare the nature and extent of their interest
to the Directors in accordance with sections 177(2) and
182(2) of the Companies Act 2006 in order for such
an interest to be permitted, provided that the Director
need not declare an interest if it cannot reasonably be
regarded as likely to give rise to a conflict of interest.
If a Director is not aware of the contract in question,
they will be treated as having been aware of matters of
which they could reasonably be expected to be aware.
The same will apply to other Directors of the Company.
The Relevant Director must also declare the nature and
extent of their interest in relation to a service contract,
which has been or is to be considered by the Directors
or a committee of the Directors appointed for this
purpose under the Articles.
g. Electronic Communications
In addition to other forms of service set out in the
Articles, any notice or document may be served on or
delivered to a member by the Company in Electronic
Form (as defined in Section 1168 of the Companies
Act 2006) where the Company and that member have
agreed to the use of Electronic Form for sending copies
of such notice or document, and copies are sent to an
address notified by the member for that purpose.
For the avoidance of doubt, any new Ordinary A Shares
issued after the payment of dividends or distributions
has commenced, for the purpose of the provisions of
Article 20B, will be notionally deemed to have received
all earlier dividends paid to holders of Ordinary A Shares
for the purposes of calculating subsequent dividends.
c. Redemption
The Shares are not redeemable.
d. Transfer of Shares
Subject to such of the restrictions contained in the
Articles as may be applicable, any member may transfer
all or any of their Shares by an instrument of transfer
in any usual or common form or in any other form
which the Directors may approve. Where companies’
legislation allows, Shares may be transferred without a
written instrument pursuant to procedures adopted for
the purpose by the Directors. Any instrument of transfer
of a Share shall be signed or authenticated in such
manner as the Board, in its absolute discretion, may
determine subject to Section 1146 of the Companies
Act 2006, by or on behalf of the transferor and, except
in the case of fully-paid Shares, by or on behalf of the
transferee.
e. Variation of Rights
Subject 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 in any class may
be varied or abrogated, whether or not the Company is
being wound up, either in such a manner (if any) as may
be provided by such rights or, 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 a special resolution
passed at a separate general meeting of the holders of
the Shares of that class. To every such meeting all the
provisions of the Articles relating to general meetings or
the proceedings thereat shall, so far as applicable and
with the necessary modifications, apply, except that the
necessary quorum shall be two persons at least holding
or representing by proxy one-third in nominal amount
of the issued Shares of the class in question and that
any holder of Shares of the class in question present in
person or by proxy may demand a poll.
f. Conflicts of Interest
Where a Director (the Relevant Director) has a direct
or indirect interest which conflicts or may conflict with
the interests of the Company and which would result
in a breach of duty by the Relevant Director under

25
Summary
Investors should consider carefully the following factors
and other information in this Offer Document before
they decide to invest. An investment in the Shares of the
Company involves risk and Investors may lose part or all
of their investment. All the information contained in this
Offer Document should be considered in the light of the
risk factors set out below. This list is not comprehensive,
but will provide Prospective Investors and their advisors
with the main risks involved with investing. The main
risk factors considered by the Directors to be relevant
when considering an investment in the Shares are as
follows:
Risks Relating to an Investment in Shares
Investing in shares is speculative and involves a high
degree of risk and should only be made by Investors
who can afford to lose their entire investment. In
addition, despite the strategy of only investing in films
with adequate income coverage, the company itself
could fail and there is no guarantee of a return on an
investment. If there is a return, it is likely that this may
vary by amount and timing. Any investment in shares
should be seen as a medium to long-term investment.
As the Shares of the Company are not listed on a public
market, it is difficult to obtain valuation information and
information regarding the extent of the risk involved.
There are often greater risks involved in unquoted
shares than quoted shares. You may have difficulty
selling this investment at a reasonable price and, in
some circumstances, it may be difficult to sell it at any
price as there is no ready market for the Company’s
Shares.
Risks Relating to Operating History, Past
Performance and Future Performance
The Company’s actual performance may differ materially
from projections. The Company will be operating in a
competitive industry where the commercial risks are
high. The market for the Company’s production projects
cannot be clearly predicted. Consequently, evaluation
of the Company’s prospects must be considered in the
light of the risks, expenses and difficulties frequently
encountered by early-stage companies.
Risks Relating to Income
If there is any return on the investment, it is unlikely that
this (or the initial capital invested) will be distributed
to Investors before the expiry of three years from the
closing date of the Offer. As a result of this and the
tax rules relating to the EIS, investing in the Company
should not be seen as a short-term investment.
In circumstances where the Company seeks funding
from sources other than from the Offer, these may need
to be repaid in preference to any payment to Investors.
This will reduce the amount of any revenues from the
Company’s activities available to Investors.
General
Risk Factors

26
General Risk Factors
Risks Relating to Taxation
Changes in government or government policy could
affect the tax treatment of this investment. This could
have a material effect on the net value of the investment.
To benefit from EIS Relief or EIS Deferral Relief, the
Company is required to carry on the business outlined in
thisOfferDocumentduringtheThreeYearPeriodfromthe
last allotment of Shares, or the date of commencement
of trading if later. The Company fully intends to trade
throughout this period and will endeavour to do so in
accordance with the EIS-qualifying criteria but cannot
guarantee to do so, and failure to do so could prejudice
the continuing application of tax relief.
Investors wishing to obtain EIS tax relief must satisfy
certain criteria (such as retaining their shares for three
years from the date of issue). Failure to meet these
requirements will result in the tax relief not applying.
Investors are advised to seek professional advice in this
respect.
AS STATED ABOVE, THIS IS NOT AN EXHAUSTIVE LIST OF RISKS ADHERENT IN
MAKING AN INVESTMENT OF THIS TYPE AND POTENTIAL INVESTORS SHOULD SEEK
ADVICE FROM AN INDIVIDUAL QUALIFIED TO GIVE SUCH ADVICE.
Risks Relating to the Film Industry
The film industry is a high-risk sector and there is a
significant risk that none of the Company’s projects are
successful and that Investors may not see any value
from their investment.
Other Risks
Inflation and economic risk could increase the costs of
developing the projects.
Deflation could reduce the value of an investment in the
Company and any return that may be achieved.
Much of the film industry operates using US dollars
and some of the Company’s projects will incur US
dollar development costs. There is therefore currency
fluctuation risk inherent in this investment.

27
Risk Mitigation
The purchase price for each A Share is £10. Each
application must be made on the Application Form
supplied by the Company. Payment can be made
by bank transfer to Omeira Studio Partners Limited
or by cheque or banker’s 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 House or
which has arranged for its cheques and banker’s drafts
to be cleared through the facilities provided by either of
those companies or those committees (and must bear
the aggregate sorting code number in the top right-
hand corner).
The Application Form and payment (if included) should
then be forwarded by post or hand to:
41 Devonshire Street
London
W1G 7AJ
Payment and the Processing of
Subscription Funds
If paying by cheque or banker’s draft, applicants are
advised to allow three full business days for delivery
through the post. Cheques or banker’s drafts must
be made payable to Omeira Studio Partners Limited
and crossed A/C Payee. Applications must be for the
minimum of 2,500 A Shares and thereafter in multiples
of 100 A Shares. Share certificates will be despatched
to shareholders as soon as possible following allotment.
Subject to the Board’s acceptance of the application,
share certificates and any surplus monies will be retained
pending clearance of an applicant’s cheque. Cheques
will be presented for payment on receipt 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, waives their right to receive any
interest on the subscription monies.
The Board reserves the right to reject any application
for Shares. The Board also reserves the right to treat
as valid any application for Shares which does not fully
comply with the conditions set out in the Application
Form. 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.
Procedure for
Application

28
Procedure for Application
Joint applications are acceptable, but joint applicants
should note that they should ensure that the cash
payments and proportional holdings suit their EIS relief
requirements and professional advice from a suitably
qualified accountant should be sought. Generally,
joint holdings are attributed equally for EIS income tax
reliefs whilst they are apportioned in relation to cash
contributions for the purposes of CGT 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 they 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 closing date is 31st October 2015. The period
during which the Offer is open may be extended by the
Directors. Applicants should note that the Directors will
close the Offer immediately it is fully subscribed.
Further Terms and Conditions
Your attention is drawn to the terms and conditions set
out on the reverse of the Application Form, which form
part of this document and the Application Form.
Important - Money Laundering
Regulations
It is a term of the Offer that, to ensure compliance with the
Money Laundering Regulations 2007, the Company is
entitled to require, at its absolute discretion, verification
of identity from any person lodging an Application
Form for Shares including, without limitation, from any
applicant who either (i) tenders payment by way of a
cheque or banker’s 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.

29
Definitions &
Glossary
Act The Companies Act 1985 (as amended) and the
Companies Act 2006 as applicable.
Application Form The form which must be used to
subscribe for the shares that are being offered by the
Company.
Board The Board of Directors of the Company.
Box Office The gross amount taken by a film whilst
being shown in cinemas.
BFI The British Film Institute.
Completion Bond Insurance provided by a recognised
completion guarantor that guarantees a film will be
completed and delivered within an agreed budget and
timetable.
Company or The Company Omeira Studio Partners
Limited incorporated in England and Wales and
registered under number 08690045 with a registered
office of 41 Devonshire Street, London W1G 7AJ.
DCMS The Department of Culture, Media and Sport.
Directors The directors of the Company.
Enterprise Investment Scheme or EIS The Enterprise
Investment Scheme which may entitle certain investors
to income tax relief, capital gains tax exemption on
subsequent disposal, certain loss reliefs and potential
deferral of capital gains tax.
EIS CGT Deferral Relief Deferral of capital gains tax
on certain chargeable gains which is available under the
EIS.
FCA The Financial Conduct Authority (FCA) is a quasi-
governmental agency in the United Kingdom, formed
as one of the successors to the Financial Services
Authority (FSA).
Film Director The person responsible for the creative
aspects of a film.
Closing Date 31st October 2015.
FSMA 2000 Financial Services and Markets Act 2000.
Greenlight or Greenlit The point at which the financiers
of a film decide to proceed with the production of that
film.
High Net Worth Individual An individual certified as a
high net worth individual as set out in paragraph 48 of
the Financial Promotions Order 2005.
HMRC Her Majesty’s Revenue and Customs.
Investment Committee The Company’s internal
committee that selects projects to finance.
Investor or Investors Person or persons who subscribe
for shares in the Company pursuant to the Offer.
ITA The Income Tax Act 2007.

30
Definition & Glossary
Maximum Subscription There is no maximum
subscription, save that the Company is looking to raise
no more than £4,997,000.
Minimum Amount £1,000,000 being the minimum
amount required by the Company to operate the
business described.
Minimum Subscription £25,000.
Net Profit Participation or Back End Participation A
share of the profits of the film.
Offer or Offers The offer contained in this Offer
Document to subscribe for ordinary A Shares in the
Company.
Offer Document This document and the Application
Form.
Pre Sale(s) The sale of films before they are completed.
Producer The assembler of a film project, who agrees
a budget, hires a director, raises finance, supervises the
production and engages a sales agent.
Prospective Investors Persons considering making a
subscription pursuant to the Offer.
Qualifying Period, Relevant Period or Three Year
Period The period beginning on the date on which
Shares are issued and ending three years after that date
or three years after commencement of the Company’s
trade.
Sales Agent A person or company that arranges the
sale of film right to distributors.
Self-Certified Sophisticated Investor/Certified
Sophisticated Investor An individual who has signed
the statement required by paragraph 50a or has a
certificate signed by an authorised person under
paragraph 50 of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005.
Shares The Ordinary A Shares of £1 each and Ordinary
B Shares of £1 each in the capital of the Company.
A Shares The Ordinary A Shares of £1 each in the
Capital of the Company.
B Shares The Ordinary B Shares of £0.0025 each
in the Capital of the Company.
Shareholders Those who currently own or subscribe
for Shares in the Offer.
The Studios The six major US film studios (The Walt
Disney Company, Warner Brothers Pictures, Twentieth
Century Fox, Universal Studios, Columbia Pictures
and Paramount Pictures) and their affiliates, the ‘’mini
majors’’ which include Lionsgate, eOne and Studio
Canal, and which may also include independent
production companies, such as Lakeshore and Arclight.
TCGA The Taxation of Chargeable Gains Act 1992 (as
amended).
Theatrical release The exhibition of a film in cinemas.

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