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Earl of Sandwich(No.1)-plc

Description: Robert Earl, founder and CEO of Planet Hollywood, partnered with two direct descendants of John Montagu to launch the Earl of Sandwich restaurants. Lord John Montagu, the 11th Earl of Sandwich and his son, the Honorable Orlando Montagu provided the legacy and oversight to this exciting concept.

The first Earl of Sandwich restaurant opened in Orlando, Florida in March 2004. A Las Vegas site opened in September 2007 and is located in the Planet Hollywood Resort and Casino. As of the date hereof, EOS has thirteen restaurants (seven company-owned and six franchised or licensed), in the United States with many more planned or under development, including a company-owned location in Disneyland Paris, France.

The Company intends to open up to six Earl of Sandwich branded restaurants in the UK over the next two years (to end 2013) in a structured expansion programme. The first UK based restaurant opened on 18 April 2011 by EOS UK at Ludgate Hill, London and the Company has agreed to acquire the entire issued shareholding of EOS UK conditional to closing of this Offer. Earl of Sandwich is a firmly established chain of sandwich restaurants in the USA, having opened its flagship shop in Orlando, Florida in March 2004. The plan is to replicate the success it has enjoyed in the USA in the UK. The Company will operate under three principal agreements:

1. Master Licence Agreement: Under this agreement EOS has granted the Company an exclusive right to open between three and six restaurants in the licenced territory.

2. Site Agreement: Under this agreement EOS allow the Company (or wholly owned subsidiary of the Company) the right to operate continuously an Earl of Sandwich restaurant at a specific location and use the intellectual property of “Earl of Sandwich”.

3. Management and Administrative Services Agreement: Under this agreement the Company will be provided with services by EOS including management, operation, maintenance, marketing, administration and servicing for each of the six restaurants.

The Offer will open at 10:00 a.m. on 8 June 2011 and close on 7 August 2011, unless extended by the Board of the Company. The Company will operate in such a way so as to enable investors to qualify for tax benefits under the EIS and it is intended that the Company will operate a qualifying trade under the rules of the EIS, for which advance assurance has been confirmed with HMRC.

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Income Tax relief

Provided an EIS qualifying investment is held for no less than three years from the date of issue, or until three years from the commencement of trade, if later, an individual with no more than a 30% interest in the Company can reduce their income tax liability by an amount equal to 30% of the amount invested 2011/12. The minimum subscription is £500 per company and the maximum in respect of which a subscriber may obtain income tax relief in any year is £500,000. Individuals may elect to treat their subscription for EIS shares, up to their maximum annual allowance, as if made in the previous tax year, thereby carrying back the income tax relief by one year.

CGT exemption

No Capital Gains Tax is payable on the disposal of shares after three years, or three years after the commencement of trade, if later, provided the EIS initial income tax relief was given and not withdrawn on those shares.

Loss relief

If EIS shares are disposed of at any time at a loss (after taking into account income tax relief), such loss can be set against the investor’s capital gains or his/ her income in the year of disposal or the previous year. For gains offset against income tax, the net effect is to limit the investment exposure to 42p in the £1 for a 40% tax payer or up to 35p in the £1 for a 50% tax payer, if the shares become totally worthless. Alternatively the losses can be offset against Capital Gains Tax at the prevailing rate.

CGT Deferral Relief

Tax on gains realized on a different asset can be deferred, where disposal of that asset was less than 36 months before the EIS investment or less than 12 months after it. Deferral relief is unlimited, in other words, this relief is not limited to investments of £500,000 per annum and can also be claimed by investors (individuals or trustees) whose interest in the company exceeds 30%. This can be done on a sequential or serial basis.

Inheritance Tax Exemption

EIS investments are generally exempt from Inheritance Tax after two years of holding such an investment. EIS is appropriate for those investors who wish to include in their portfolio some high risk companies.

Please read – changes as a result of Budget Statement of 23 March 2011

A number of changes to existing venture capital tax reliefs have been announced in the Budget Statement of 23 March 2011. As such from 6 April 2011, the rate of income tax relief for a qualifying investment under EIS will be 30%. If a claim for EIS income tax relief is elected to be carried back to 2010/11, the rate of relief will be at the lower rate of 20% not 30%. Investors will therefore need to consider carefully whether a carry back claim should be made.

For more information or to obtain an Information Memorandum, Brochure and Application Form please call free (UK only) 0800 2985411 or email info@fdg-aip.co.uk

Risk Warning

Changes in government or government policy could affect the return on the investors' investment in the Company and may result in changes in tax rates and reliefs.

Investment in unquoted shares and stock carries higher risks than investment in quoted stocks. An investment in unquoted shares or stock may be difficult to realise.

The value of stocks or shares may go down as well as up. There is no guarantee that an investor will fully recoup his investment in the Company or get back the full amount of his contribution.

The investment opportunity may not be suitable for all investors and investors are strongly advised to consult a financial adviser.