To: Mr Phillip Rhoden Esq Clubfinance Ltd P.O. Box 1036 Hemel ...

PART TWO: THE BOARD AND
THE MANAGER
THE BOARD
The Board has substantial experience of venture capital
businesses and will have overall responsibility for the
Company’s affairs, including determining the investment
policy.
The Board is comprised of three non-executive
directors, two of whom are independent of the
Manager and Committed Capital. Steven Harris is a
director of the Manager and CEO of Committed Capital
and, as such, will be materially involved in the
investment management of the Company carried on
through the Manager.
Peter Dicks (68) (Chairman)
Peter was a founder director, in 1973, of Abingworth
plc, a successful venture capital company. He is currently
a director of a number of quoted and unquoted
companies including Polar Capital Technology Trust plc,
Graphite Enterprise Trust plc, Daniel Stewart Securities
plc, Gartmore Fledging Trust plc, Private Equity Investor
plc, Sportingbet plc and Standard Microsystems
Corporation Inc, a US-NASDAQ quoted company. In
addition, he is a director of Foresight VCT plc, Foresight
2 VCT plc, Foresight 3 VCT plc, Foresight 4 VCT plc
and Foresight Clearwater VCT plc.
Tom Sooke (66)
Tom has considerable experience of the venture capital
industry and is currently on the board of Matrix Income
& Growth VCT plc. After a Cambridge economics
degree, he qualified as a chartered accountant with Price
Waterhouse. He subsequently obtained a MBA from
Columbia University before building a career in
investment banking in the City. Appointed to the main
board of Granville Holdings plc in 1979, he switched
from corporate finance to establish and run the firm’s
main private equity fund activities between 1980 and
1987. Whilst with Granville, Tom was one of the cofounding
members of the British Venture Capital
Association. In 1988 he joined Touche Ross as a partner
immediately prior to the firm’s merger with Deloitte,
where he co-managed the Deloitte corporate advisory
group in London. In recent years he has been chairman
and non-executive director of a number of quoted and
unquoted private equity funds and other companies.
Steven Harris (49)
Details for Steven are set out on page 14.
Peter Dicks, as Chairman, will receive an annual fee of
£25,000 and Tom Sooke, as a Director and chairman of
the audit committee, will receive an annual fee of
£23,000. Both Peter and Tom have agreed to waive
£5,000 of their annual fees should the Company raise
less than £15 million pursuant to the Offer, until the net
assets of the Company are equal to or greater than
£15 million. Steven Harris will not receive any
remuneration for his appointment as a director of the
Company.
THE MANAGER
The Company has appointed Committed Capital
Financial Services Limited, which is FSA authorised and
regulated, as its investment manager on a discretionary
basis. The Manager is a wholly owned subsidiary of
Committed Capital, which will provide support and
personnel to the Manager.
Committed Capital
Committed Capital is a London-based venture capital
business typically targeting expansion capital investment
opportunities in fast growing UK companies in its core
sectors of technology, media and telecoms (TMT), retail
and leisure, specialist manufacturing and business
services.
In addition to investing financial capital, Committed
Capital focuses on assembling and deploying the
comparatively scarce resource of executive capability.
Committed Capital has developed this approach, which
it calls ‘‘Executive Capital’’, and has an investment team,
Executive Capital team and Advisory Board, with a
depth of experience in investment management,
corporate finance, strategy consulting and operational
management.
The Committed Capital Investment Team comprises
Neil MacFadyen, Steven Harris, and Andrew Bloxam, all
directors of the Manager, and Rubel Quader. The
Committed Capital Investment Team has a proven
venture capital track record, having achieved annual
returns in excess of 23 per cent. per annum across
30 investments over a 17 year period.
The Executive Capital capability of Committed Capital
will enable the Manager to follow an activist investment
approach. The Manager will be able utilise Committed
Capital’s experience to help unlock or create value in
investments and react to unforeseen developments and
help resolve any problems encountered by portfolio
companies where appropriate. As the investments
mature, the Manager will, through Committed Capital,
also identify opportunities for profitable realisations in
order to realise capital gains for the Company. In an
advisory capacity, Committed Capital has assisted on
25 successfully completed corporate transactions or
strategic projects over the last five years.
Committed Capital’s Advisory Board will assist, where
required, in both sourcing transactions and providing
strategic insight on sectors and specific investment
opportunities.
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