Invest in Food Fund for 30% Returns

I N V E S TO R S P I TC H
ACL Metro Food Fund
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ACL..Working with Real Businesses run by Real People to produce Super Real Returns to Investors

IMPORTANT NOTICE
2
 The Metro Foods Fund (the ‘Fund) is not authorised or
otherwise approved by the Securities and Exchange
Commission (‘SEC’). This is Crowdfunding.
 This information memorandum ('Memorandum') has been
prepared by Adventure Capital Ltd ('ACL' or the' Manager')
 This is a Crowd funding platform and Investment in the
Fund is restricted to those who are experienced investors
who can be categorised as Professional Clients (as defined in
the SEC Handbook)
 This Memorandum and the information contained therein is
confidential
 The Metro Foods Fund (the ‘Fund) is not authorised or
otherwise approved by the Securities and Exchange
Commission (‘SEC’). This is Crowdfunding.
 This information memorandum ('Memorandum') has been
prepared by Adventure Capital Ltd ('ACL' or the' Manager')
 This is a Crowd funding platform and Investment in the
Fund is restricted to those who are experienced investors
who can be categorised as Professional Clients (as defined in
the SEC Handbook)
 This Memorandum and the information contained therein is
confidential

CONTENT
3
 Key Facts 3
 Background 4- 6
 The Fund 7-19
 Tax Benefits 20- 21
 Fees and Charges 22-23
 Risk Factors 24-25
 About Metro Foods 26-29
 Investment agreement 30-31
 How to apply 32
 Key Facts 3
 Background 4- 6
 The Fund 7-19
 Tax Benefits 20- 21
 Fees and Charges 22-23
 Risk Factors 24-25
 About Metro Foods 26-29
 Investment agreement 30-31
 How to apply 32

KEY FCTS
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 Investment Objectives: To provide the passive investor with an
opportunity to invest and earn good returns via crowdfunding.
 Fund advisor: Adventure Capital Ltd
 Fund Structure: Segregated portfolio comprising of equity
linked shares and investment Notes.
 Size: N20 million, with minimum commitment of N200,000 OR
50,000 shares for equity linked shares and or N10,000 only for
Investment Notes
 Geography: Nigeria
 Returns: preferred return of 30% (equity) and 36% (Investment
Notes) respectively.
 Investment Objectives: To provide the passive investor with an
opportunity to invest and earn good returns via crowdfunding.
 Fund advisor: Adventure Capital Ltd
 Fund Structure: Segregated portfolio comprising of equity
linked shares and investment Notes.
 Size: N20 million, with minimum commitment of N200,000 OR
50,000 shares for equity linked shares and or N10,000 only for
Investment Notes
 Geography: Nigeria
 Returns: preferred return of 30% (equity) and 36% (Investment
Notes) respectively.

BACKGROUND
BACKGROUND

CROWDFUNDING
 The crowdfunding industry has been growing exponentially over the
past few years
 In the UK in 2013, AltFinanceNews.com estimated that the
Alternative Finance sector raised more than £1bn for the first time
 The evolution of social media is a significant factor in the growth of
this industry as it has allowed the entrepreneur to access, at a low cost,
a large number and variety of people.
 Adventure Capital Ltd is believed to be one of the earliest companies
to bring an equity platform into the Nigeria public domain
 The Metro Food Fund is taking this one step further, with the Fund
specifically investing in restaurants, fast foods and other food service
enterprises across Nigeria .
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 The crowdfunding industry has been growing exponentially over the
past few years
 In the UK in 2013, AltFinanceNews.com estimated that the
Alternative Finance sector raised more than £1bn for the first time
 The evolution of social media is a significant factor in the growth of
this industry as it has allowed the entrepreneur to access, at a low cost,
a large number and variety of people.
 Adventure Capital Ltd is believed to be one of the earliest companies
to bring an equity platform into the Nigeria public domain
 The Metro Food Fund is taking this one step further, with the Fund
specifically investing in restaurants, fast foods and other food service
enterprises across Nigeria .

THE ADVENTURE
 Adventure Capital Ltd was founded in 2013 by some
entrepreneurs and reputable investors. In its first full year of
trading (2014) The Adventure successfully raised $1.5m for
Nigeria businesses
 Since that date, the business has seen significant growth, and
in 2015, The Adventure has raised more than $4.2m for
over 10 Nigeria based businesses
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 Adventure Capital Ltd was founded in 2013 by some
entrepreneurs and reputable investors. In its first full year of
trading (2014) The Adventure successfully raised $1.5m for
Nigeria businesses
 Since that date, the business has seen significant growth, and
in 2015, The Adventure has raised more than $4.2m for
over 10 Nigeria based businesses

THE FUND
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THE FUND
ACL..Working with Real Businesses run by Real
People to produce Super Real Returns to Investors

THE PARTIES
 Name of Fund: ACL Metro Foods Fund
 Fund Adviser: Adventure Capital Ltd
 Financing platform: The Adventure
 Portfolio Company: Metro Delights Limited
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 Name of Fund: ACL Metro Foods Fund
 Fund Adviser: Adventure Capital Ltd
 Financing platform: The Adventure
 Portfolio Company: Metro Delights Limited

STRUCTURE
 The Fund will be an unapproved fund and will comprise of
a number of segregated portfolios in food focused entities.
 Funds will be held in segregated client accounts
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SIZE
 The Fund has an initial target size of N20m by way of a
single close.
 This maybe expanded subsequently, as more portfolio
companies becomes available.
 Investors will be accepted into the Fund on an individual
case-by-case basis.
 The minimum individual subscription for equity linked
shares is N200,000 or 50,000 units of equity shares in the
portfolio company, Metro Delight Limited
 The minimum subscription for an investment note is
N10,000.
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 The Fund has an initial target size of N20m by way of a
single close.
 This maybe expanded subsequently, as more portfolio
companies becomes available.
 Investors will be accepted into the Fund on an individual
case-by-case basis.
 The minimum individual subscription for equity linked
shares is N200,000 or 50,000 units of equity shares in the
portfolio company, Metro Delight Limited
 The minimum subscription for an investment note is
N10,000.

INVESTMENT OBJECTIVES
 To provide the passive investor with an opportunity to
invest via crowdfunding,
 The Fund invest directly into a real business run by real
people producing real profit
 To generate capital growth for investors over a five year
period, by investing in high growth companies.
 The adviser will select companies to invest in, ensuring a
mix of industrial sectors and stages of businesses, thereby
spreading risk and providing individual investors with
interesting and diversified portfolios
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 To provide the passive investor with an opportunity to
invest via crowdfunding,
 The Fund invest directly into a real business run by real
people producing real profit
 To generate capital growth for investors over a five year
period, by investing in high growth companies.
 The adviser will select companies to invest in, ensuring a
mix of industrial sectors and stages of businesses, thereby
spreading risk and providing individual investors with
interesting and diversified portfolios

PORTFOLIO MANAGEMENT
 The adviser will actively manage and monitor investments
and will use its business development and realisation
expertise in maximising returns to the investors.
 Managing investments will include exercising and abstaining
voting rights and dealing with all other shareholder matters.
 Where appropriate the adviser may take board observer
rights in portfolio companies
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 The adviser will actively manage and monitor investments
and will use its business development and realisation
expertise in maximising returns to the investors.
 Managing investments will include exercising and abstaining
voting rights and dealing with all other shareholder matters.
 Where appropriate the adviser may take board observer
rights in portfolio companies

REPORTING
 The adviser will report to investors 4 times yearly within 15
days of the end of each quarter from March 2016.
 Reports will provide a summary of the investment portfolio
and progress made by individual companies.
 The quarterly report will include a portfolio valuation as
detailed in Clause 20 of the Investor Agreement.
 Dividend and or Interest will be payable half yearly except
if the investors at any of its meeting elect otherwise.
 Qualified and experienced members of the investor group
will be admitted to the Board of Metro Delight Limited or
other portfolio which the fund may invest in.
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 The adviser will report to investors 4 times yearly within 15
days of the end of each quarter from March 2016.
 Reports will provide a summary of the investment portfolio
and progress made by individual companies.
 The quarterly report will include a portfolio valuation as
detailed in Clause 20 of the Investor Agreement.
 Dividend and or Interest will be payable half yearly except
if the investors at any of its meeting elect otherwise.
 Qualified and experienced members of the investor group
will be admitted to the Board of Metro Delight Limited or
other portfolio which the fund may invest in.

INVESTMENT INSTRUMENTS
 Investors have two options to participate in the ACL Metro Food
Fund:
1. Equity Linked
2. Investment Note
 The Fund will however, typically make :
1. Equity investments in the portfolio companies that qualifies for tax
reliefs; or
2. Investment Notes/debt instruments may also be used on occasions
where the risk return profile supports this approach in the adviser’s
view
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 Investors have two options to participate in the ACL Metro Food
Fund:
1. Equity Linked
2. Investment Note
 The Fund will however, typically make :
1. Equity investments in the portfolio companies that qualifies for tax
reliefs; or
2. Investment Notes/debt instruments may also be used on occasions
where the risk return profile supports this approach in the adviser’s
view

INVESTMENT DOCUMENTATION
 The adviser has in-house legal expertise and will seek to
utilise standard template legal documents to protect the
Fund’s investments and the investors where appropriate.
 Standard investment documents – such as CAC documents,
memo & articles of association, IM, financial projections,
business plan, Information Memorandum, Investors’ Pitch
and Investors Agreement etc are all available.
 These can be reviewed with the investors upon obtaining
their investment commitments
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 The adviser has in-house legal expertise and will seek to
utilise standard template legal documents to protect the
Fund’s investments and the investors where appropriate.
 Standard investment documents – such as CAC documents,
memo & articles of association, IM, financial projections,
business plan, Information Memorandum, Investors’ Pitch
and Investors Agreement etc are all available.
 These can be reviewed with the investors upon obtaining
their investment commitments

Tenor of Investment
1. Equity :
 Minimum tenor of 36 months
 Maximum tenor of-. nil
2. Investment Notes:
 Maximum tenor of 5 years
 Prematurity liquidation/termination of investment, shall be
subject to terms and conditions stated in the IM.
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1. Equity :
 Maximum tenor of-. nil
2. Investment Notes:
 Maximum tenor of 5 years
 Prematurity liquidation/termination of investment, shall be
subject to terms and conditions stated in the IM.

INVESTORS COMMMITMENT
 To invest in the Fund, investors must complete an
application form (link) and make payment in full.
 Additional commitments may be made at any time over the
investment period.
 Prior to accepting an investor into the Fund, the adviser will
carry out suitability checks
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 To invest in the Fund, investors must complete an
application form (link) and make payment in full.
 Additional commitments may be made at any time over the
investment period.
 Prior to accepting an investor into the Fund, the adviser will
carry out suitability checks

TERMINATION
 Investors can de-commit or terminate on three months’
notice, with un-invested cash being returned. On de-
commitment, invested assets will either be transferred to
other investors or bought over by the adviser and managed
by agreement on a case-by case basis or held until sold.
 On termination, invested assets and accrued
interest/dividend will be transferred to investors less all
applicable charges.
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 Investors can de-commit or terminate on three months’
notice, with un-invested cash being returned. On de-
commitment, invested assets will either be transferred to
other investors or bought over by the adviser and managed
by agreement on a case-by case basis or held until sold.
 On termination, invested assets and accrued
interest/dividend will be transferred to investors less all
applicable charges.

RETURNS TO INVESTORS
 Capital will be invested once and any returns will be distributed
to investors following realisations from individual investments,
typically by way of IPO, trade sale, secondary purchase or share
buy-backs.
 Preferred Returns:
1. Equity Linked Shares: from 30% pa
2. Investment Notes: from 36% pa
Super Return Sharing: 70:30 in favour of the investors. Super
return is the surplus return achieved by the portfolio
company(ies) in excess of the 30% and 36% return on equity
and interest on Investment Notes respectively.
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 Capital will be invested once and any returns will be distributed
to investors following realisations from individual investments,
typically by way of IPO, trade sale, secondary purchase or share
buy-backs.
 Preferred Returns:
1. Equity Linked Shares: from 30% pa
2. Investment Notes: from 36% pa
Super Return Sharing: 70:30 in favour of the investors. Super
return is the surplus return achieved by the portfolio
company(ies) in excess of the 30% and 36% return on equity
and interest on Investment Notes respectively.

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TAX MATTERS

TAX BENEFITS
 THIS SECTION REFERS TO TAX LEGISLATION
THAT IS IN PLACE AT THE TIME OF WRITING
 Investment shall not be subject to any form of tax
deductions in accordance with Personal Income and
Company Income Tax acts
 Dividend, interest and fees shall be subject to applicable
with Holding Taxes. This will form tax deductible in the
computation of the Investors Personal Income Tax
 Investing in the Fund is a safe tax haven for the investors.
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 THIS SECTION REFERS TO TAX LEGISLATION
THAT IS IN PLACE AT THE TIME OF WRITING
 Investment shall not be subject to any form of tax
deductions in accordance with Personal Income and
Company Income Tax acts
 Dividend, interest and fees shall be subject to applicable
with Holding Taxes. This will form tax deductible in the
computation of the Investors Personal Income Tax
 Investing in the Fund is a safe tax haven for the investors.

FEES & CHARGES
FEES & CHARGES

FEES AND CHARGES
 FEES: The adviser will be entitled to charge fees in relation to the Fund as set out
below:
1. INITIAL CHARGES:T he adviser will charge each investor an initial set-up fee
equal to 5 per cent of funds subscribed upon admission to the Fund. This fee will
be used to offset general set-up costs such as legal and marketing
2. MANAGEMENT FEE: An annual management charge of 5 per cent p.a. of the
net cash committed or dividend or interest received.
3. PROFIT SHARE :Once the preferred return has been paid together with a return
of the original capital, the adviser and investors will share profits 30:70
4. GENERAL: observer cost may be charged to portfolio company.
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 FEES: The adviser will be entitled to charge fees in relation to the Fund as set out
below:
1. INITIAL CHARGES:T he adviser will charge each investor an initial set-up fee
equal to 5 per cent of funds subscribed upon admission to the Fund. This fee will
be used to offset general set-up costs such as legal and marketing
2. MANAGEMENT FEE: An annual management charge of 5 per cent p.a. of the
net cash committed or dividend or interest received.
3. PROFIT SHARE :Once the preferred return has been paid together with a return
of the original capital, the adviser and investors will share profits 30:70
4. GENERAL: observer cost may be charged to portfolio company.

RISK & MITIGATION FACTOR
RISK & MITIGATION FACTOR

RISK FACTORS
 Investments in young companies are high in risk. Equity and loan
investments in unquoted or private companies are typically
higher in risk than those in listed companies. The value of an
investment in the Fund may go down as well as up. The
following specific risks have been identified by the adviser.
1. Investment Risk
2. Taxation Risk
 For full details about these risks and mitigation factor please
read the Information Memorandum.
26
 Investments in young companies are high in risk. Equity and loan
investments in unquoted or private companies are typically
higher in risk than those in listed companies. The value of an
investment in the Fund may go down as well as up. The
following specific risks have been identified by the adviser.
1. Investment Risk
2. Taxation Risk
 For full details about these risks and mitigation factor please
read the Information Memorandum.

ABOUT METRO FOODS
ABOUT METRO FOODS

MENU
 African cuisine
 Buka Stuff
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FINANCIAL FORECAST
80,000,000
100,000,000
120,000,000
140,000,000
Traffic
29
(20,000,000)
-
20,000,000
40,000,000
60,000,000
80,000,000
16 months
31/12/2015
Yr 1 Year 2 Year 3 Year 4 Year 5
Traffic
Revenue
Gross Profit
EBITA
Net Profit

100,000,000
150,000,000
200,000,000
250,000,000
Cash Inflow
Cash Outflow
Net Cashflow
CASH FORCAST
(50,000,000)
-
50,000,000
100,000,000
16 months
31/12/2015
Yr1 Year 2 Year 3 Year 4 Year 5
Net Cashflow

FINANCING
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N10,000,000
50%
N10,000,000
50%
Equity
Notes

FUND UTILISATION
N7,842,846
39%
N5,000,000
25%
Branch Expansion
32
N2,500,000
13%
N4,657,154
23%
Branch Expansion
Improvement Cost
Working Capital
Out Door & Delivery Services

ROI- PREFERRED
From
30%
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From
30%
From
36%
Equity-Dividend
Notes-Interest

INVESTORS’ AGREEMENT

INVESTOR AGREEMENT
 The Agreement sets out the terms and conditions of your
participation in the ACL METRO FOOD Fund (the
'Fund').
 It should be read in conjunction with the Information
Memorandum.
 By completing and submitting the Application Form you
agree to the formation of an agreement between you and
Adventure Capital Ltd (the ‘Adviser’) incorporating these
terms and the disclosures in the Information Memorandum
 Please click the respective links for detail about each.
35
 The Agreement sets out the terms and conditions of your
participation in the ACL METRO FOOD Fund (the
'Fund').
 It should be read in conjunction with the Information
Memorandum.
 By completing and submitting the Application Form you
agree to the formation of an agreement between you and
Adventure Capital Ltd (the ‘Adviser’) incorporating these
terms and the disclosures in the Information Memorandum
 Please click the respective links for detail about each.

HOW TO APPLY
HOW TO APPLY

STEPS TO APPLYING
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1. Read the Information Memorandum and or the Investors’
Pitch and the Investment agreement.
2. Request for and complete the application Form.
3. Pay the amount you want to invest to ACL Metro Foods Fund
Segregated account:
 Account Name: Adventure Capital Limited,
 Account Number :3152491017
 Bank: FCMB
You will then receive a copy of your share certificate (if Equity
Investment) or Investment Note .Within 15 days of closing the
fund, you will be called to a General Investors Forum
1. Read the Information Memorandum and or the Investors’
Pitch and the Investment agreement.
2. Request for and complete the application Form.
3. Pay the amount you want to invest to ACL Metro Foods Fund
Segregated account:
 Bank: FCMB
You will then receive a copy of your share certificate (if Equity
Investment) or Investment Note .Within 15 days of closing the
fund, you will be called to a General Investors Forum

APPLYING TO THE FUND
To apply to the ACL METRO FOODS FUND, please complete the
application form by or contact us below
If you have any queries, please contact:
Sunday Obadero
Adventure Capital Limited
Suite 11 & 12, East Pavilion
TBS, Onikan
Lagos
Phone | +234 703 438 3697
Email | sobadero@adventurecapital.com.ng
Web | www. adventurecapital.com.ng
38
To apply to the ACL METRO FOODS FUND, please complete the
application form by or contact us below
If you have any queries, please contact:
Sunday Obadero
Adventure Capital Limited
Suite 11 & 12, East Pavilion
TBS, Onikan
Lagos
Phone | +234 703 438 3697
Email | sobadero@adventurecapital.com.ng
Web | www. adventurecapital.com.ng

Application Form
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ACL METRO FOODS FUND APPLICATION FORM
Investment Amount
Minimum investment is N200,000 for 50,000 units of shares (if Equity) or N10,000 only (if
Investment Note).
Amount to Invest N…………………………….
Investment Type: Equity Linked Shares ( ) Investment Note ( )
Personal Details
Personal Details
First Name:
Last Name:
Address Line 1:
Address Line 2:
State, Country
Daytime Telephone
Mobile Telephone
Date of Birth Day……….. Month ……….. Year ………………

REQUIRED ACTIONS
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 Decide how much to invest
 Complete the Application Form
 Pay the amount to invest to:
 Bank: FCMB
 Email the completed Application Form to:
sobadero@adventurecapital.com.ng
 Hot line: +234 703 438 3697
 Decide how much to invest
 Complete the Application Form
 Pay the amount to invest to:
 Bank: FCMB
 Email the completed Application Form to:
sobadero@adventurecapital.com.ng
 Hot line: +234 703 438 3697

Invest in Food Fund for 30% Returns

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