Messages - The Tax Shelter Report

messages
presents
messages
A film project with similarities to the already successful
formula of the popular Quincy and Silent Witness television series
◆
Valuable tax breaks available under the EIS Scheme
◆
UK Distributor Blue Dolphin Film & Video have agreed
to distribute Messages in the UK
◆
Hospitality benefits for all investors
◆
Experienced team of professionals to produce Messages
◆
Potential income stream from a television series
adaptation of Messages
Grosvenor Films Plc, Ealing Studios, Ealing Green, London W5 5EP Telephone: 020 8567 6655 Fax: 020 8758 8470
Email: info@grosvenorfilms.com Website: www.grosvenorfilms.com
Film Director and Co-Producer: David Fairman Co-Producers: Jon Morrey and Lynda Cope
A SUPERNATURAL THRILLER
Brochure designed by Addition, telephone 020 7386 4736

Contents
3
Offer Particulars ......................................... 4
Why Invest .................................................. 5
Executive Summary .................................... 6
Why the Directors believe
Messages will be successful ....................... 7
Offer Statistics ............................................ 8
Directors and Advisors ............................... 8
Statement from the
Company’s Directors ................................... 9
The Story of the Story ...............................10
Messages – The Story ................................11
The Team ..............................................12-17
Hospitality Benefits ...................................18
The Market Today .....................................19
Charts of Successful Films ........................ 20
Production Schedule ................................ 20
Distribution & Marketing Strategy..... 21-22
Financial Information .............................. 24
EIS Tax Legislation .............................. 25-26
Risk Factors ............................................... 27
Statatory & General Information ....... 28-32
UK Taxation & EIS Legislation ............ 33-35
Accountant’s Report ........................... 36-37
Procedure for Application ....................... 38
Application Form &
Terms & Conditions ............................ 39-40
Duplicate Application Form &
Terms & Conditions ............................ 41-42
© Ealing Studios
Definitions
Grosvenor Films Plc have permanent office facilities at
and operate out of Ealing Studios, the oldest film
studios in the world which are still in operation.
Ealing Studios, founded in 1902, were home to the
famous Ealing Comedies of the 1940’s and 1950’s, and
have accommodated filming for such high profile films
as An Ideal Husband, Notting Hill, Star Wars: Episode 1 -
The Phantom Menace, The Importance of Being Earnest
and Pride and Prejudice: The Bollywood Musical.
Ealing Studios are currently redeveloping their 3.8 acre
site in West London at a cost of approximately £50
million, including work which is already under way to
build brand new film studios.
“the Act”
The Companies Act 1985 (as amended)
“the ‘A’ Shares”
The ‘A’ ordinary shares of £1 each in the capital of the Company
“the ‘B’ Shares”
The ‘B’ ordinary shares of £1 each in the capital of the Company
“the Board” or “the Directors” The board of directors of the Company
“BFI”
The British Film Institute
“the Company”
Grosvenor Films Plc.
“Costs of Production”
Monies spent in the development and making of the Film
“Distributable Net Profits” Gross Receipts less the Costs of Production, administrative expenses and taxation
“Enterprise Investment
Scheme” and “EIS”
The Enterprise Investment Scheme as particularised in Chapter III of Part VII of ICTA
“EIS Deferral Relief”
Capital gains deferral on reinvestment pursuant to section 150C and
Schedule 5B of TCGA
“EIS Relief”
Income tax relief and/or exemption from tax in respect of chargeable gains
which is available with EIS
“the Film”
The proposed full-length feature film currently entitled Messages
“Gross Receipts”
The aggregate sums, exclusive of VAT, received by the Company from the lease,
license, exhibition and commercial exploitation of the Film
“ICTA”
Income and Corporation Tax Act 1988 (as amended)
“Investors”
Subscribers for ‘B’ Shares, pursuant to the Offer
“the Minimum Amount” £100,000 which, in the opinion of the Directors, is the minimum amount which
must be raised by the issue of the shares pursuant to the Offer
“the Offer”
The offer for subscription to raise up to £2,000,000 by the issue of up to
2,000,000 ‘B’ Shares upon the terms and conditions of this Prospectus
“Prospectus”
This document including the application form
“the Regulations” The Public Offers of Securities Regulations 1995
“TCGA”
The Taxation of Chargeable Gains Act 1992 (as amended)
Section 48 Section 48 of the Finance (No.1) Act 1997

4
Offer Particulars
Why Invest?
5
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY
DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT YOU SHOULD CONSULT A PERSON AUTHORISED
UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 WHO SPECIALISES IN ADVISING ON THE
ACQUISITION OF SHARES AND OTHER SECURITIES.
The Directors believe it is an exciting time right now to invest in British Films
A copy of this document, which comprises a Prospectus drawn up in accordance with the Public Offers of
Securities Regulations 1995, has been delivered to the Registrar of Companies in England and Wales for
registration as required by regulation 4(2) of the Regulations.
Grosvenor Films Plc, Ealing Studios, Ealing Green, London W5 5EP
telephone: 020 8567 6655 fax: 020 8758 8470
email: info@grosvenorfilms.com website: www.grosvenorfilms.com
(Incorporated and registered in England and Wales under the Companies Act 1995 with registered number 4877825)
Offer for Subscription
Offer of up to 2,000,000 new ‘B’ shares of £1 each at a price of £1 per share payable in full on application.
“
British Films are having their best summer at the American Box Office for more than
twenty years. Last weekend four British Productions – Tomb Raider: The Cradle of Life,
Johnny English, Bend It Like Beckham and 28 Days Later were in the American Top 15
for takings. British cinema has not made such a sustained impact since the early 1980s and
the success of Chariots of Fire and Ghandi. 28 Days Later cost £3m to make but has taken
£26m during six weeks in the United States.
”
THE SUNDAY TIMES - 10TH AUGUST 2003
Share Capital
Tax Breaks via the EIS Scheme
Authorised
Issued and to be issued on the basis of full subscription
Amount Number Amount Number
£3,900,000 3,900,000 ‘B’ Shares of £1 each £2,000,000 2,000,000
£100,000 100,000 ‘A’ Shares of £1 each £50,000 50,000
The Directors of the Company, whose names appear on page 8 of this document, accept responsibility
for the information contained in this document. To the best of the knowledge and belief of the Directors
(who have taken all reasonable care to ensure that such is the case) the information contained in this
document is in accordance with the facts and does not omit anything likely to affect the import of such
information. The Company’s advisers named in this Prospectus act only for the Company in connection
with the Offer described in this Prospectus and will not be responsible for providing the protections
afforded to their clients or for advising any other person in connection with the Offer.
“ “
There are valuable tax breaks on film
investment. If you buy through Enterprise
Investment Schemes (EIS), which have
been used to fund films such as Gosford
Park and Bloody Sunday, you can receive
income tax relief of 20% on investments
up to £ 150,000 – so long as you remain
invested for at least three years. Investing
in films could pay off.
”
THE SUNDAY TIMES, “MONEY” SECTION
– 8TH JUNE 2003
A cumulative total of nearly £2.2 billion
was invested through the EIS between its
launch and tax year 2000/01.
”
REPORT DATED APRIL 2003 ON RESEARCH
INTO ENTERPRISE INVESTMENT SCHEME AND
VENTURE CAPITAL TRUSTS – PREPARED FOR
INLAND REVENUE BY NIC BOYNS, MARK COX –
OF PACEC – AND PROFESSOR ALAN HUGHES,
OF THE CENTRE FOR BUSINESS RESEARCH,
UNIVERSITY OF CAMBRIDGE.
There at present is no listing or admission to deal on any recognised investment exchange for any shares
in the Company and no application has been made. It is not intended at present to apply for any shares
to be admitted to the Official List of the United Kingdom Listing Authority, to be traded on the
Alternative Investment Market or otherwise admitted to dealing on a recognised investment exchange
and there are not nor are there intended to be any other arrangements for there to be dealings in the
shares of the Company.
The Offer has not been underwritten.
Benefits under the EIS Scheme
◆ Income Tax relief of 20% under EIS
◆ Deferral of up to 40% of Capital Gains Tax on other chargeable gains made until disposal
of the shares
The Offer will open at 10am on 21 October 2003. The initial closing date is 28 November 2003. So long
as the Minimum Amount shall have been raised by 5pm on 28 November 2003 the Offer may then be
extended by the Directors. The procedure for application is set out on page 38.
◆ Capital Gains Tax relief - if an investor holds their shares for at least 3 years there is no
capital gains tax charged on the gain in any sale of such shares
An investment in the Company involves a significant degree of risk and may not be suitable for all
recipients of this document. A prospective investor should consider carefully whether an investment in
the Company is suitable in the light of their personal circumstances and the financial resources available
to such investor. The entire text of this document should be read. In particular please read the section
headed “Risk Factors” on page 27 of this document.
Dated 21 October 2003
◆ Loss relief - if the investment fails or an Investor sells their shares at a loss, that loss, after
deducting EIS Income Tax relief, can be set against that Investor’s chargeable gains or
taxable income
More detailed information in relation to UK taxation and EIS Legislation is set out on pages
25 and 26 of this document. Investors should seek their own personal tax advice.

6
Executive Summary 7
Why the Directors believe Messages
will be successful
The Company’s Business
◆ The Company’s principal business is the
financing, production and exploitation
of a full length British feature film,
currently entitled Messages.
◆ The Directors believe the most important
aspect of the Company is that the
Directors and the production team are
experienced and professional film-makers
who will endeavour to make the best
possible film within the given budget.
◆ The Directors of the Company have
between them previously produced
three feature films (further details of
which are set out on page 9 of this
document), and intend, after the
completion of Messages, to produce
further films with EIS Relief available
to investors in those films.
The Messages Project
◆ Messages’ story centres around a hospital
pathologist, with some similarities to the
successful television series Quincy, which
was made into 148 one hour episodes
and repeats of which are still being
broadcast on UK network television.
◆ The Directors believe that because
Messages is in the supernatural/thriller
genre it has a greater likelihood of
achieving success not only in cinemas but
also on home video/DVD and that it will
appeal to a wide audience base.
◆ The Company has secured conditional
UK cinema distribution with Blue
Dolphin Film & Video, an established
UK film distributor.
◆ The Company has secured conditional
funding for a 100 print release of Messages.
◆ An investment of 14% gross of the total
budget for the Film has already been
agreed under a sale & leaseback
arrangement.
◆ The Directors believe there is potential
for Messages to be adapted into an
ongoing television series.
Benefits to Investors
◆ Investors will participate in the net
profits of the Company on declaration of
a dividend (further details of which are
set out on page 25 of this document).
◆ Under the EIS scheme investors may
receive a valuable tax rebate on their
total investment in the company.
◆ Under the EIS scheme investors may
receive profit on the sale of their shares
in the Company free of capital gains tax.
◆ All Investors can enjoy a number of
hospitality events with the cast and crew
of Messages.
Key Financial Figures
◆ British Films are having their best summer
at the American Box Office for more than
twenty years.
◆ Total US box office takings in 2002 were
US$9.5 billion.
◆ UK cinema box office takings were up
17% in 2002.
◆ UK DVD sales up 111% and UK video
sales were up 26% in 2002.
◆ UK video retail sales in 2002 were 154
Million units.
Summary of Key Elements
◆ Messages is in a comparable
genre to and has other similarities
to the successful formula of the
popular Quincy and Silent Witness
television series.
◆ Valuable tax breaks under the EIS scheme.
◆ Hospitality benefits for all investors.
◆ Blue Dolphin Film & Video have
conditionally agreed to distribute
Messages in the UK.
◆ Experienced team of professionals
to produce Messages.
◆ Potential income stream from a
television series adaptation of Messages.
Please note, for the avoidance of doubt, that Grosvenor Films Plc has no connection with Grosvenor Park
Media Limited or any other Grosvenor Park company.
A commercial product based around the already successful genre of
the popular Quincy and Silent Witness television series
The Messages storyline revolves around
a pathologist, Dr. Richard Murray,
attempting to solve a string of murders
while being haunted by events in his own
past and the psychic gifts he possesses. The
Directors’ decision to produce Messages was
a result not only of what they saw as a
creative and well written script, but also a
consideration by the Directors of what
genre of film was producing sustainable
revenues. In doing so the Directors looked
at films and television series which had
historically performed well
over a long period of time
and which in their opinion
would currently be a popular
genre yet could be modified
to present unique content. In
terms of longevity film series
such as Star Wars and Indiana
Jones are obvious examples
Marilyn Monroe
but the Directors consider
these difficult to emulate.
The Directors, however, were
drawn to the following:
◆ Quincy ME – a television
series portraying the
ongoing story of the
pathologist, Quincy, who
Natalie Wood
turns to detective work
when he suspects a
murder has been committed. The show
was originally broadcast by the NBC
network, debuted in 1976 and ran until
1982, comprising 148 one hour episodes
in total.
Even today, 27 years after it was
first broadcast, the show still enjoys
repeats in the United Kingdom.
The Directors believe its longevity
confirms a sustainable concept in today’s
international market.
◆ Silent Witness – a television series
portraying the life of the determined
forensic pathologist, Sam Ryan, and her
struggle to find the truth of the murder
cases assigned to her. Sam Ryan was
the creation of Nigel McCrery, a former
policeman and now a writer and
producer. Silent Witness debuted on
BBC1 in February 1996, its sixth series
is currently being broadcast in the
United Kingdom on BBC1, and is also
broadcast in the United States on the
A&E cable network.
In assessing the Messages script the
Directors felt it also had the uniqueness and
originality required to make Messages a
success. Indeed, the entire concept of a
pathologist who also has psychic gifts is
believed by the Directors to be unique.
In addition, the writer of the
Messages script, Dr. David Kinsey, is
himself a practising pathologist, a
fact which the Directors believe
lends the script a certain
authenticity and factual
accuracy.
As a parallel to this,
Quincy was itself inspired
by the real-life
Los Angeles pathologist
Dr. Thomas Noguchi,
John Belushi
who became famous
for his often controversial
conclusions. Dr. Noguchi
performed autopsies on many film
stars, including Marilyn Monroe,
Natalie Wood and John Belushi. In
true Quincy style, for example, he raised
doubts about the official account of Robert
Kennedy’s assassination, demonstrating
that Sirhan Sirhan could not have fired the
fatal shot. He also acted as a technical
advisor to the Quincy television show.
The Directors believe the basic premise of
Messages provides the opportunity for a
unique spin-off television series with good
scope for interesting storylines. Dr. David
Kinsey is currently working on storylines
for a future television series, which the
Directors describe as containing elements of
Quincy and Silent Witness, as well as the
supernatural elements found in The X Files.
To sum up, the Directors believe they
have found a film investment opportunity
with potential success both in terms of
commercial and creative performance.

8
Offer Statistics
Statement from the Company’s Directors
9
OFFER PRICE PER ‘B’ SHARE: £1
NET PROCEEDS OF THE OFFER: £1,900,000*
TOTAL NUMBER OF SHARES IN ISSUE FOLLOWING THE OFFER: 2,050,000*
NUMBER OF ‘B’ SHARES SUBJECT TO THE OFFER: 2,000,000
PERCENTAGE OF ISSUED SHARE CAPITAL SUBJECT TO THE OFFER: 97.56%
*Assuming full subscription under the Offer
We firmly believe that the supernatural thriller Messages is a gripping story and we are
excited about the opportunity to produce an excellent and profitable film. The
market for this genre of film is very strong at the moment, as demonstrated in the
figures and charts on page 20 of this Document.
As can be seen with films such as The Blair Witch Project, strong sales can be generated with
a cast which is not well known, and we believe the Messages script can be a success without
‘big-name’ actors attached to it. We will nevertheless seek to bring into Messages the most
bankable actors the budget permits, and indeed will endeavour to ensure that we make the
best possible film with the available budget.
THIS SUMMARY SHOULD BE READ IN CONJUNCTION WITH THE FULL TEXT OF THE PROSPECTUS
FROM WHICH IT IS DERIVED. ATTENTION IS DRAWN, IN PARTICULAR, TO THE SECTION HEADED
“RISK FACTORS” ON PAGE 27. INDIVIDUALS CONSIDERING AN INVESTMENT IN THE COMPANY ARE
STRONGLY ADVISED TO CONSULT THEIR OWN PROFESSIONAL ADVISERS.
Directors and Advisors
“ ”
Messages has tremendous potential in all markets of the world
BLUE DOLPHIN FILM & VIDEO, UK FILM DISTRIBUTORS: AUGUST 2003
We are committed filmmakers and businessmen who have between us previously produced
three feature films. We will use our combined experience to market, sell and distribute
Messages to the best of our ability both in the cinema market and then subsequently in the
video and DVD markets. We intend to follow Messages with the production of a number of
other feature films.
The Directors
Directors
David Fairman
Chairman & Managing Director
Ealing Studios, Ealing Green
London W5 5EP
Jon Morrey
Commercial Director
Ealing Studios, Ealing Green
London W5 5EP
Lee Friend
Marketing Director
Ealing Studios, Ealing Green
London W5 5EP
Company Secretary
Filex Services Limited
179 Great Portland Street
London W1W 5LS
Financial Advisor
SCL Capital Partners Limited
43 Howards Lane
London SW15 6NX
Solicitors
Finers Stephens Innocent
179 Great Portland Street
London W1W 5LS
Auditors & Reporting
Accountants
Bourner Bullock
Chartered Accountants
Sovereign House
212-224 Shaftesbury Avenue
London WC2H 8HQ
Bankers
Barclays Bank
Media Banking Centre
27 Soho Square
London W1D 3QR
Registered Office
Sovereign House
212-224 Shaftesbury Avenue
London WC2H 8HQ
David Fairman
DAVID FAIRMAN
Chairman and Managing Director
As an established advertising photographer
and film director, David has worked for many
of the world’s leading advertisers and brands
(including BT, British Airways, Emirates, Coca-
Cola, Sony, Nestle, Persil and Lucozade).
In 2000 David directed and co-produced
(with Jon Morrey) his first feature film, Cold
Fish, a psychological thriller which was
screened at Cannes Film Festival in 2000,
and was screened at a UK cinema for 8
weeks from September 2001.
David also directed and co-produced his
second feature film in 2002, a romantic
comedy entitled Lighthouse Hill. This film
was financed through an EIS scheme.
David has run his own film production
company, Flamingo Films Limited, since
2000, and it is this company that first
acquired the film option for Messages.
David Fairman is a member of BAFTA, The
New Producers Alliance and The Directors
Guild of Great Britain.
Jon Morrey
Lee Friend
JON MORREY
Commercial Director
Jon Morrey has gained valuable commercial
skills throughout his career both as
a producer and an actor. In 2000 Jon
co-produced (with David Fairman) the
psychological thriller Cold Fish. Jon has just
finished co-producing The Prodigal, a gritty
crime thriller shot in the Midlands and South
London, and which is being sold internationally
by Liberty International Entertainment
Inc. Jon is a member of British
Actors Equity, BAFTA, Royal Television
Society and The New Producers Alliance.
LEE FRIEND
Marketing Director
Lee has spent his entire working life in the
photography and video industry and is
actively involved in studio and production
management. Lee has managed, directed
and produced corporate films, pop promos
and photo shoots both in the UK and Internationally
for a wide variety of corporations
and local government authorities.
Clients include British Airways, Sainsburys,
Coors Brewers, Conran, HSBC and AMEC.
Internationally, Lee was responsible for
sending one of the first film crews into the
CIS after independence.
Lee currently owns and manages The Pack
Shot Company, a photographic studio in
central London.

10
The Story of the Story
Messages – The Story
11
The Directors were looking for a new
film to promote and decided to look
for a script in the supernatural/thriller
genre that had similarities to
films or television series that
had historically performed well
over a long period of time. This,
the Directors felt, would put
Messages on a better footing
for success.
David Fairman, was attending
the American Film Market
in Los Angeles and was
in discussion with various
sales agents about potential
projects. It seemed to
David that the supernatural/
thriller genre was the kind many
people were looking for and was selling
very well and without the need for well
known actors in them.
After a long search for a suitable script,
David was sent a copy of the screenplay
for Messages. David relates his experience
as follows:
“I just could not put this script down – to my
mind this was really an exceptional script.
From the first page to the very end, I was
totally engaged in this gripping story of
murder, mystery and the supernatural. The
characters were well developed and I
immediately empathised with them.
Another fascinating element to the script is
that the writer is a working pathologist
who has created a story where the main
character is also a pathologist.”
“Furthermore, the most important aspect
of the script is that the main character and
story had similarities to a popular television
series that had historically performed
well over a long period of time. It
had similarities to the
popular television series
Quincy, about a pathologist
who solves many of the
crimes in relation to the
deaths he investigates. This
was just the kind of script
we were looking for. Not
only did I think this a great
story and script but a very
commercial one too.
Messages will keep the
audience on the edge of
their seats throughout
the Film. Messages includes elements
reminiscent of Sixth Sense and Silence of
the Lambs. As a bonus it may also be
possible following the success of the movie
to make a sequel, or produce a television
series adapted from Messages. This was
done with Lock Stock and Two Smoking
Barrels and Saving Private Ryan.”
Pathologist Dr. Richard Murray is on the trail of a serial killer.
Are the clues he is finding being left by the dead?
HELP ME, HELP ME
Our hero, the renowned pathologist
Dr Richard Murray is about to enter a
waking nightmare. When computer
Messages start appearing on his home PC
pleading for help, Murray doesn’t know if
someone has broken into his house or
whether he’s losing his mind. But the sudden
chill in the air suggests something else.
Meanwhile a serial killer is on the loose,
murdering beautiful young girls. When
another body washes up on the shore and
arrives at the hospital, Murray realises that
the cryptic messages on his computer are in
fact clues. Someone, somewhere wants him
to find the murderer, and whoever it is
knows things no one alive could ever know.
Murray, a normally rational man, is forced
to accept the truth – the Messages are
coming from beyond the grave.
Plagued by recurring memories of his
wife’s recent death in a horrific car crash,
Murray enters a realm where no sane
human being should dwell. What ghastly
secrets are buried within the shadowy
surroundings of a housebound old lady?
And what revelations can a spiritualist
medium extract from the netherworld.?
Who is this voice from the beyond? Is it a
friend or a foe? And is Murray now the only
person who can solve this mystery?
The answer will take him through a spiral
of fear to the edge of darkness, as he
confronts not only the killer, but the ghosts
inside himself.
Messages’ taut, knife-edge conclusion brings
the audience to consider those everlasting
issues of love, death, grief, and the
possibility of life beyond the grave that
haunt us all.
Statement from the Director of
“Messages” David Fairman
“
The most important elements
in any film are the Story and the Script
DAVID FAIRMAN, DIRECTOR OF GROSVENOR FILMS PLC
”
Ibelieve that the Messages project offers myself and the Company a great opportunity to make
an outstanding film with potentially excellent commercial prospects. The script sets out a story
which is full of tension, the characters are complex and engaging and the Film’s ending will
leave a lasting impression upon the audience. Messages deals not just with the discovery of who
is the killer, but also delves into issues of love, death, bereavement and the supernatural world.
The supernatural/thriller genre is in my opinion particularly popular right now, and recently
successful films of such genre include Sixth Sense, The Others, House and The Ring.

12
The Team
The Team
13
David Fairman, the Film’s co-producer and director,
has assembled an experienced crew and support
team for the production and marketing of Messages.
Many of the team have worked with David Fairman
on other films.
The Director and Co-Producer
DAVID FAIRMAN
David studied film and photography at Ravensbourne and Medway Art Colleges. He also
studied acting at the Actors Centre in London and studied ‘directing actors’ at the Judith
Weston Workshops in Los Angeles. David began his career as an advertising photographer
and ran his own London photography studio for over 20 years. In the early 1990s David joined
Picture Palace Productions in London as a commercials director, and moved into feature film
production when the opportunity arose. As an established advertising photographer.
David has worked for many of the world’s leading advertisers and brands (including BT,
British Airways, Emirates, Coca-Cola and Sony). In 2000 David directed
and co-produced (with Jon Morrey) his first feature, the dark and edgy
psychological thriller Cold Fish, which was screened at Cannes Film
Festival in 2000 and also screened in a UK cinema for 8 weeks from
September 2001. Directing and co-producing Cold Fish enabled David
to move on to his next feature film, Lighthouse Hill, which he also coproduced
and directed, wrapping filming in 2002. Cold Fish is being
distributed for cinema release overseas by Liberty International
Entertainment Inc. (based in Los Angeles) and for United States video
and DVD release by Moonlight Entertainment Inc. Lighthouse Hill is
a romantic comedy shot in London and Oxfordshire starring Jason
Flemyng (The League of Extraordinary
Gentlemen, From Hell, Rock Star, Snatch,
Lock Stock and Two Smoking Barrels), Kirsty
Mitchell (Butterfly Man, A Shot at Glory), Maureen Lipman (The
Pianist), Frank Finlay (The Pianist), John Sessions (Gangs of New
York) and Kulvindar Ghir (Goodness Gracious Me). Lighthouse Hill’s
budget was approximately £1,400,000 and is currently being
marketed by the sales agent First Up Films Limted.
Still from the film ‘Cold Fish’
What the industry has said about David:
“ “
Fairman‘s films and photography are
sensitive, while we are lured by his utterly
romantic images. Maybe it is because of
Fairman’s work in advertising, that his
self-inspired work is deliberately escapist
and that we are constantly reminded
of Dutch Still Lives or of such films as
‘Le Balloon Rouge‘. Fairman attempts
to encourage the public to accept
photography as an art form which he has
succeeded in doing so excellently.
”
C. MAURICE: ARTS REVIEW
British photographer David Fairman has
won the top award in the entertainment
section of the International Association
for Multi-Images Competition held
recently in Los Angeles. The award was
for the British Airways AV presentation of
their 1986 calendar. Starting in London
Fairman travelled around the world
taking in Dubai, Rio, China and Africa.
”
BRITISH PHOTOGRAPHIC INDUSTRY NEWS.
JON MORREY
Jon Morrey (Stage name: “Jon-Paul Gates”)
holds an HND at distinction level in Business
and Finance, and completed 2 years
on BA(Hons) Combined Studies degree in
business and finance at Humberside
Polytechnic. In addition, Jon also trained as
an actor at Humberside Polytechnic and
starred in Eldorado (a BBC1 production)
as well as having worked in
the independent film
scene both in the UK
as well as abroad.
Jon has starred in 6
feature films including
The Hawk & the Dove,
Cold Fish, Winter
Warrior and Red Rose.
Stephen Kral of Seventh
Art Releasing
writes about Jon:
“He is a ‘method’ artist who would do
Stanislavsky proud… he is a very talented
actor… with the right guidance, I expect
him to become a performer of considerable
stature in the future.”
Jon has co-produced the ‘short’ film,
Payday, a 26 minute pilot for a
television series made for Central T.V.
In 2000 Jon co-produced (with David
Fairman) the psychological thriller Cold
Fish, further details of which
are set out under David
Fairman’s name on page 12.
Jon has just finished coproducing
The Prodigal, a
gritty crime thriller shot in the
Midlands and South London.
Co-Producers
LYNDA COPE
Lynda Cope graduated
in 1975 from Bristol
University with a degree
in European literature,
and Lynda has worked
in Brussels with the
European Commission
as a terminologist.
Upon her return to
the UK, Lynda held a
marketing position
with Invicta Capital Limited.
Lynda joined Sky Television on its launch in
1989, and handled the marketing of their
channels in the UK.
In 1993, Lynda set up A&C Associates, a
consultancy specialising in the financing of
pan-European broadcasts. She has worked
with a variety of clients across Europe.
Lynda’s role as co-producer will be to
liaise with the Company’s financial and
distribution partners for Messages.
Stills from the film ‘Cold Fish’
Poster and still from the film ‘The Prodigal’

14
The Team
The Team
15
Writer
DR WAYNE KINSEY
Dr. Kinsey is a practising consultant pathologist
based in Norfolk, having studied
medicine at Birmingham Medical School. Dr.
Kinsey has many years of experience in the
field of pathology.
In 1971, at the age of ten, after watching the
exploits of Baron Frankenstein on late
night television, Dr. Kinsey became an avid
“Hammer horror” fan and he has not been
the same since.
Dr. Kinsey is one of the country’s leading
authorities on Hammer horror films. He
owns a large collection of Hammer horror
memorabilia and produces a successful
magazine about the Hammer company
called The House That Hammer Built,
which is sold worldwide.
Dr Kinsey has written a
successful book on the
subject, Hammer Films -
The Bray Studios Years,
which was published in
2002, was well received
and has already been re-printed
once. In addition Dr. Kinsey is currently
penning a follow-up book on the subject:
Hammer Films - The Elstree Studios Years.
Cinematographer/
Director of Photography
TONI IMI
Toni is the most experienced member of our
crew who, during his career as a cinematographer,
has made seventy seven feature
films and major television productions.
Toni won the Santa Monica Film Festival
Movie Award for Best Director of Photography
for Testimony of Talisman Jones.
Toni was the cinematographer on David
Fairman’s last film, Lighthouse Hill, and
is very much looking forward
to working with David again.
In his long career Toni has
worked with Tatum O’Neal
and Anthony Hopkins in
International Velvet, Roger
Moore, James Mason &
Anthony Perkins in North Sea
Hi-Jack, Gregory Peck & David Niven in The
Sea Wolves: The Last Charge of the Calcutta
Light Horse, Phil Collins & Julie Walters in
Buster, Andy Garcia in American Roulette,
Nicholas Cage, Tommy Lee Jones & Sean
Young for Fire Birds, Jude Law & Sadie Frost
in Shopping, Woody Allen & Peter Falk in
The Sunshine Boys & Joseph Fiennes and
Tara Fitzgerald in Rancid Aluminium.
Jude Law © Rex Features
Editor
ALAN STRACHAN
Alan Strachan edited David Fairman’s last
film Lighthouse Hill and is looking forward
to working again with David on Messages.
Alan began his career as assistant editor on
the film Casino Royale which starred Peter
Sellers, David Niven, Orson Welles And
Woody Allen.
Those films which Alan
has edited throughout
his career include The
Final Conflict starring
Sam Neill, cult film
Withnail and I starring
Richard E. Grant, Paul
McGann and Michael
Elphick, Shooting Fish starring Kate
Beckinsale and Saving Grace starring
Brenda Blethyn and Martin Clunes.
Music Composer
CHRISTOPHER GUNNING
Christopher Gunning has worked with
David Fairman before and composed some
memorable music for Lighthouse Hill.
The Directors are honoured to have
Christopher, a winner of three BAFTA
Awards, on the team for Messages.
Christopher has won BAFTA Awards for Best
Original Television Music in 1988 for
Porterhouse Blue, 1990 for Poirot, and 1995
for Middlemarch. Christopher is
particularly known for his
edgy music for the television
series Poirot.
Christopher’s feature film work
includes composing the music for
Under Suspicion starring Liam
Neeson and the television films
Murder in Messopatania starring
David Suchet and Rebecca starring Charles
Dance & Faye Dunaway.

16
The Team
The Team
17
Sound Mixer
GARETH BULL & ANVIL POST PRODUCTION
David Fairman worked with Gareth Bull and Anvil
for the post production aspects of Lighthouse Hill.
David was impressed by their professionalism and
commitment to quality, and so the Directors have
brought them onto the team for Messages. Anvil also produced
the final mix on David Fairman’s first feature film, Cold Fish.
Gareth has previously worked on the sound desk for Harry Potter
and the Chamber Of Secrets, Harry Potter and the Sorcerers Stone
and East Is East.
Daniel Radcliffe (AKA Harry Potter)
© Rex Features
Special Effects
BOB KEEN & SFX
AT PINEWOOD STUDIOS
Bob Keen has worked within SFX for 27 years and
produced the practical special effects and the
computer generated effects for David Fairman’s last
film, Lighthouse Hill. Bob’s previous experience include working on the special effects, visual
effects or special make-up effects for Alien, Dog Soldiers, Event Horizon, Star Wars - Episode
IV (1977), and Star Wars - Episode V: The Empire Strikes Back.
Financial Advisor
Bob and Pinhead
Casting Director
PETER SABINE OF SCL
CAPITAL PARTNERS LTD
Ewan Mcgregor © Rex Features
SARAH TREVIS
Sarah is an experienced casting director and
has cast some very well known and talented
names for the films she has worked on.
She has cast films with some of the best UK
and US talent available, and the Directors
are extremely pleased that she has agreed
to cast Messages.
Actors she has previously
cast include Ewan
Mcgregor in Shallow
Grave, Michael Douglas
and Val Kilmer in The
Ghost and Darkness,
Albert Finney and Julie
Christie in Karaoke,
Peter O’Toole and Harvey Keitel in
Fairy Tale: A True Story,
Tim Roth, Rupert Everett
and Olivia Williams in
To Kill a King, Gwyneth
Paltrow and Toni
Collette in Emma, and
Ralph Fiennes in the
The Miracle Maker.
Gwyneth Paltrow © Rex Features
Publicity Strategy
DAVID SHAW
David Shaw worked as a publicity
agent on David Fairman’s film Cold
Fish. David has many years of brand
building, PR & marketing experience
and has worked with numerous film,
television and media clients. David’s
experience includes working for Channel 4
as Senior Publicity Manager for FilmFour,
devising and implementing both corporate
and consumer strategies and developing
synergies between the production, distribution
and dedicated film channels. Other
clients include the BBC, Edinburgh International
Film Festival, MEDIA Programme,
the European Film Awards, the Indian
Government Film and Broadcasting Division,
NBD TV, High Point Film & Television and
Minatour. He has also worked closely as a
personal publicist with film directors such as
Shekhar Kapur (who directed Elizabeth and
The Four Feathers) and Jim Gillespie (who
directed I Know What You Did Last Summer).
© Rex Features
Marketing Director
LEE FRIEND
Lee has spent his entire working life in the
photography and video industry and is actively
involved in studio and production management.
Lee has managed, directed and produced
corporate films, pop promos and photo shoots
both in the UK and Internationally for a wide
variety of corporations and local government
authorities. Clients include British Airways,
Sainsburys, Coors Brewers, Conran, HSBC and
AMEC. Internationally, Lee was responsible for
sending film crews into the CIS and the
Tajakistan development agency after independence
was declared. Lee currently owns and
manages The Pack Shot Company, a photographic
studio in central London. Lee has worked
extensively producing visual imagery for clients
of The Pack Shot Company. He will be planning
and implementing the publicity and internet
campaigns for Messages. He will also take
personal charge of the hospitality and social
events that will surround the film.
Peter is co-founder and director of SCL
Capital Partners, an FSA regulated
corporate finance advisory firm
established in 1999. He is an ex Price
Waterhouse chartered accountant and
is also a former director of ANZ
Merchant Bank based in the City of
London. Peter has some 30 years of
corporate finance experience, the last
10 years of which have been spent in
venture capital. Much of his career has
been spent in international and
investment banking working for prime
Swiss, US and UK banks prior to
forming his own corporate finance
practice in 1993.

18
Hospitality Benefits The Market Today
19
Additional Hospitality
Benefits for Investors
Apart from the potential tax savings and the
profit generating potential of Messages,
Investors will receive added social benefits
from investing in the Company.
All Investors will be invited to the various
social events to be organised at various
points in the Film’s pre-production and
production. Investors will have the opportunity
to see with their own eyes how a
film is really made and become part of the
film-making community.
If you invest in Messages
you will receive:
1
2
1
2
“
Cinema admissions in the UK are at their
highest for almost 30 years. Total box office
receipts totalled £755 million, which is a
175% increase on the last decade, and 17%
more than 2001.
”
BBC NEWS/ENTERTAINMENT WEBSITE,
8 JUNE 2003
“
The Movie Industry is one of most exciting
and informative businesses in the world, a
business where the revenue of a single
feature film (such as Titanic) can approach or
exceed $1 billion. In 2001, worldwide gross
revenues generated by motion pictures in all
territories and media (including music and
ancillaries) amounted to over $40 billion.
”
REPORT BY JAMES JAEGER,
FROM WWW.MECFILMS.COM
Video and DVD Market
It is the DVD market, introduced in 1999
and with a high rate of growth, which
interests the Directors the most in terms of
generating potential revenue.
◆ UK DVD sales are up by 111% from
2001 to 2002.
◆ The overall video market up by 26%
from 2001 to 2002.
◆ UK video retail sales increased to 154
million units in 2002.
There are three supernatural/thriller genre
films in the BFI all time top 20 rental video
chart, being The Sixth Sense (No. 8) Ghost
(No. 10) and The Green Mile (No. 11).
◆ An invitation for you and your spouse/
partner to a pre-production party where
you can meet the producers, the director,
the writer and crew members together
with some of the stars of Messages.
◆ An invitation for you and your spouse/
partner to visit the film set for a whole
day and possibly a chance to appear as
an extra in the Film.
◆ An invitation for you and your spouse/
partner to a Gala screening of Messages
at a West End cinema, followed by a
cocktail party with stars from Messages
and other film and television celebrities.
1. The Director David Fairman with HRH Princess
Michael of Kent at the party after the premier
screening of Lighthouse Hill.
2. David Fairman and Jon Morrey at the party after
the premier screening of Cold Fish.
3. David Fairman and Tony Imi on the set of Lighthouse Hill.
4. David Fairman, Jason Flemyng and Maureen Lipman
discussing script changes on the set of Lighthouse Hill.
5. The writer Dr. Wayne Kinsey and Christopher Lee
at a book signing event.
6. Hospitality Boats in the Harbour during the Cannes
Film Festival.
3
4
5
6
3
4
5
6
The Cinema Market
The Directors believe it is an excellent time
right now to invest in British Films.
“
British Films are having their best summer
at the American Box Office for more than
twenty years. Last weekend four British
Productions - Tomb Raider: The Cradle of
Life, Johnny English, Bend It Like Beckham
and 28 Days Later were in the American
Top 15 for takings. British cinema has not
made such a sustained impact since the
early 1980s and the success of Chariots of
Fire and Ghandi. 28 Days Later cost £3m to
make but has taken £26m during six weeks
”
in the United States.
SUNDAY TIMES AUGUST 10TH 2003
◆ Worldwide box office receipts for
feature films have grown from $1.2
billion in 1970 and $2.8 billion in 1980 to
over $15 billion in 2001.
◆ The supernatural/thriller film The Others
was the number one EU made film at the
UK Box Office in 2001 with gross box
office takings in the UK of £11,655,000.
Cable Television
Markets
The number of pay per view cable
customers in the United States is over
20 million, up from 6 million in 1989.
Combined United States cable sales revenue
totals approximately 20% of United States
cinema box office revenues.
Demographics
Of the total U.S. population of approximately
265 million, the two largest groups that go to
the cinema are 16-20 year-olds and 30-39
year-olds. Each such age group makes up
approximately 19% of the cinema-going
population. In the United States viewers
under the age of 30 are currently and
historically have been, the dominant force in
general the cinema-going public.

20
Charts of Successful Films Distribution & Marketing Strategy 21
Comparable Films Analysis
For illustrative purposes only the Directors have included below two charts recording the
box office receipts of four recent successful British films and four successful films in
the same genre as Messages. Each chart shows the total production cost compared to
the maximum gross United States and European box office receipts (where available).
These figures exclude television sales, pay per view, video or DVD sales.
Successful recent British films
£ Sterling 1,000‘s
140
120
100
80
60
40
20
0
35,212
3,000
US & European Box Office
Production Cost
40,269
5,000
Bend it like
Beckham
28 Days
Later
67,878
21,875
138,228
16,250
Johnny
English
Bridget Jones’
Diary
The charts above are merely illustrative and are not predictions or guarantees.
Included in these charts is the most profitable film ever made, The Blair Witch Project (also in
the supernatural/thriller genre) which was made for £22,000 and has recorded gross US
& European box office receipts of £102,000,000 representing a 463,636% return on its
budget. This film did not have any well known or bankable actors in the cast.
Production Schedule
Successful films in the same genre as Messages
£ Sterling 1,000‘s
200
150
100
50
0
12,153
1875
House
US & European Box Office
Production Cost
98,601
10,625
The Others
It is anticipated that the filming of Messages will commence in the
Spring of 2004 and will take approximately six weeks. The Directors
aim to shoot as much of Messages as possible on location to
maintain a realistic feel. The post-production process (editing, sound,
dubbing, etc) is expected to take up to three months, and the
Directors therefore anticipate that post-production will be
completed by the late Summer of 2004. The Directors are planning
a UK cinema release for November 2004.
102,732
22
208,845
34,375
The Blair
Witch Project
The Sixth
Sense
“ ”
Messages has tremendous potential in all markets of the world
Blue Dolphin Film
& Video
UK Distributor Blue Dolphin Film & Video
(“Blue Dolphin”) have, subject to approval
of the script and £250,000 of funding
being available for the purpose, agreed
to provide the cinema distribution of
Messages in the UK and to guarantee a 100
print initial release of Messages.
Established in 1980 by Joseph D’Morais,
Blue Dolphin is one of the longest running
independent film distributors in the UK.
By employing its own in-house PR and
marketing team for cinema, DVD and video
releases Blue Dolphin seeks to use
innovative sales patterns to exploit films’
maximum revenue potential.
Blue Dolphin currently has over two
thousand films in distribution, including
many MGM/United Artists films.
Ingenius Media Ltd
The cinema distribution of Messages will be
financed through a sale and leaseback
finance arrangement. The Company already
has an offer contract from the sale and
leaseback specialists Ingenius Media
Limited to contribute 14% gross of the
budget of the Film under Section 48.
Ingenius will not require their funding
contribution to be repaid to it, but instead
will require as consideration for their
funding, 2.5% of the gross profits of
Messages. The directors consider this
financially advantageous for the financing
of the UK cinema distribution of Messages.
BLUE DOLPHIN FILM & VIDEO
This funding will be used to finance a print
and advertising campaign for the UK
cinema distribution release of Messages.
Example: If the budget of the Film were
£2,000,000 then Ingenius could contribute
14% gross of the budget, equivalent to
£280,000 for the financing of a UK prints
and advertising campaign.
The Sales Agent
Following finalisation of the cast, the
Company will engage such sales agent as
the Directors consider to be the best
available to promote and sell Messages
in the United States, European and other
world territories.
The UK cinema release is intended to be the
engine that will drive international sales.
The sales agent will sell the available rights
to exhibit Messages to distributors and
television companies around the world.
Usually the sales agent implements
marketing campaigns for a film aimed at
maximising its positive exposure. The sales
agent often has strong relationships with
many distributors, and in order to make sales
to these distributors, the sales agent normally
promotes a film at major film markets such as
Cannes and the American Film Market.
The Company is already in negotiation with
Echelon/RGH Lion’s Share, a US distributor
to deal with international distribution,
though as yet no contract has been signed.
Overseas Distribution
The Directors believe that Messages has
a story and is in a genre that should
have international appeal both in cinemas
and on a video/DVD release. Overseas
distribution of Messages will be sold by our
sales agent.

22 Distribution & Marketing Strategy
Television Sales
and Pay per View
UK and foreign pay per view and television
sales will be sought by the sales agent after
the cinema distribution has been put in place.
Video & DVD
It is intended that Blue Dolphin Film &
Video will be appointed to handle video
and DVD distribution in the UK.
The sales agent will handle all foreign
video and DVD sales when it attends
international film festivals and markets.
The Directors believe that the video and
DVD market is currently very receptive to
the supernatural/thriller film genre.
Film Festivals and
Film Markets
The Company will plan a schedule of
American and foreign film festivals and
markets to attend in order to showcase and
sell Messages.
Ancillary Markets
The Directors will also seek sales to airlines
and will endeavour to promote sales from
any soundtrack of the music used in
Messages and any other merchandising
opportunities that arise from the production.
Publicity/Marketing
Strategy
During filming our film publicist, David Shaw,
will endeavour to arrange magazine and
newspaper feature articles about Messages
and interviews with the cast and production
team. Such articles and interviews will then
be used to publicise Messages before and
during its cinema distribution.
The fact that the writer of the film, Dr.
Wayne Kinsey, is a practising pathologist
will be used to garner added interest in
Messages.
The Internet
The Company will plan and execute its own
original internet marketing plan before the
cinema release of Messages. This will seek
to increase awareness of sales of the film.
“Messages”
Television Series
The writer, Dr. Wayne Kinsey, has already
written various storylines for episodes of a
possible television series based on Messages.
The Company and its producers will present
this concept to television companies in the
UK and the United States at major
television festivals and markets. It is
expected that such a television series would
be financed by a UK or United States
television company.
The Company has acquired and retains the
rights on the exploitation of Messages as a
television series.
A Messages television series could also have
potential for sales to other territories. Senior
industry sources have indicated that they
believe that currently approximately 25% of
UK originated television programming has
genuine overseas sales potential.
Any television series could provide extra
revenue to the Company after the initial
release of Messages.
The DTA have published figures showing
that UK television exports increased from
$504 million in 1998 to $532 million in 1999.
Financial
Information

24
Financial Information EIS tax legislation
25
Budget
A maximum of £2,000,000 is to be raised under the Offer, which will be used to fund the production of
the Film and the expenses of the Offer.
The Minimum Amount required to cover the costs of production of a film suitable for television or video
release only and the initial expenses of the Offer is £100,000. If only the Minimum Amount is raised, the
Directors intend to make a film suitable for television or video release. In order to shoot a film for this
budget we would film on video tape and the crew and actors fees will be deferred.
If the Offer is less than fully subscribed or if the budget has to be increased, the Directors may seek to
raise additional finance to complete the Film. Such additional finance may be obtained through a
combination of loans from third parties, other qualifying tax schemes or by paying the crew, cast,
equipment suppliers and other key personnel on a deferred basis. The Director and Producers of the Film
have agreed to accept deferred payments while other potential members of the team have not yet
agreed. Any loan repayments or deferred payments will have to be made out of Gross Receipts before
Investors receive any return on their investment.
Dividend Policy
The Directors expect to retain any profits in the Company for a period of three years from the closing
date of the Offer. Dividends may be paid in subsequent years following this initial three year period.
Realisation of Investment
After three years, the Directors intend to seek the view of shareholders regarding the provision of a
means of realising their investment. There may be a number of alternatives available, such as the sale of
part or the whole of the Company, the purchase by the Company of shares held by shareholders, 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. Other opportunities may also arise over
the next three years, and the Directors will consider the most appropriate method having regard to the
Company's position and requirements at the time, and make a recommendation to the shareholders.
Details of the Offer
Up to 2,000,000 'B' Shares are being offered at a price of £1 per share, payable in full upon application.
Applications must be for a minimum of 2,000 ‘B’ Shares and thereafter in multiples of 1,000 ‘B’ Shares,
provided the applicant's shareholding does not exceed 29.9% of the total number of ‘B’ Shares in issue
after the Offer closes.
The Offer will open at 10am on 21 October 2003. The initial closing date is 28 November 2003. So long
as the Minimum Amount shall have been raised by 5pm on 28 November 2003, the Offer may then be
extended by the Directors.
If the Offer is oversubscribed, the Directors can exercise their discretion to scale down applications or,
pursuant to their general power under the articles of association, to accept the applications and allot
shares accordingly. If the Offer is less than fully subscribed, the amount of capital subscription will be
allotted and issued, provided the Minimum Amount has been achieved. If the Minimum Amount is not
raised within 40 days of the issue of this Prospectus, the Film will not proceed, and applicants will be
refunded their subscription money in full within 7 days of the final closing date of the Offer.
Reporting to Shareholders
The Company will issue an annual report to each shareholder, informing them of the progress of the Film
and the financial position of the Company. The accounting reference date of the Company is 31 August
and its first audited accounts will be produced for the financial period from its incorporation to
31 August 2004 and will be filed at Companies House before the filing deadline of 31 March 2005.
In addition, the Directors intend to produce occasional informal newsletters or information on the
Company’s website informing Investors of progress.
EIS tax legislation
Further information on the EIS is to be found on pages 33-35 of this document.
However, a summary of the key tax incentives are set out below.
1. How you can benefit
Eligible Investors should be able to benefit from various EIS tax reliefs as follows:
Type of Relief Maximum rate Maximum annual investment Maximum tax you can save
EIS income tax relief 20% £150,000 per individual £30,000 per individual
EIS capital gains tax deferral 40% No upper limit No upper limit
2. How much tax therefore can I potentially save/defer when I invest?
Amount invested Tax relief Net cost to you
(i) Investors claiming EIS income tax relief £10,000 £2,000 £8,000
(ii) Investors claiming EIS CGT deferral £10,000 £4,000 £6,000
(repayable when the
investment is realised
or ceases to qualify)
(iii) Investors claiming both £10,000 £2,000 (income tax relief) £4,000
EIS income tax relief and CGT deferral
£4,000 (CGT deferral
repayable when the
investment is realised or
ceases to qualify)
Eligible Investors may therefore be able to combine the above reliefs so as to achieve initial reliefs of 60p
in the £1. Examples (ii) and (iii) are calculated on the assumption that you would otherwise pay tax at
40% on the chargeable gain.
3. What would happen if I were to sell my ‘B’ Shares after 3 years at a profit?
You will not have to pay any tax at all on any profits made from the sale of your ‘B’ Shares which have
qualified for income tax relief if you sell them after three years.
The tables below demonstrate the percentage returns that an Investor would receive if his/her ‘B’ Shares
were sold at £2.40 per share compared to the original purchase price of £1 per share.
Table (a)
Net cash amount invested for 10,000 ‘B’ Shares £8,000
(assuming only income tax relief at 20% applied)
Cash received after sale of 10,000 ‘B’ Shares £24,000
Net cash profit received from sale of 10,000 ‘B’ Shares £16,000
Percentage return on net cash amount invested 200%
Table (b)
Net cash amount invested for 10,000 ‘B’ Shares £4,000
(this assumes both CGT deferral at 40% and income tax relief at 20% have been applied)
Cash received after sale of 10,000 ‘B’ Shares £24,000
Less repayment of CGT deferral from year 1 £4,000
Net cash profit received from sale of 10,000 ‘B’ Shares £16,000
Percentage return on net cash amount invested 400%
The example given in table (a) assumes only income tax relief at 20% has been applied. The example
given in table (b) assumes both CGT deferral at 40% and income tax relief at 20% have been applied.

26
EIS tax legislation Risk Factors 27
4. What would happen if I were to lose money?
If your ‘B’ Shares are disposed of at a loss (to the subscription price) the allowable loss for capital gains
tax purposes is calculated by reducing that loss by the amount of the EIS income tax relief. The reduced
loss can be set against gains or by election against your income.
The examples given in this section are illustrative only and assume that at all relevant times the Company
qualifies for EIS relief. They are not and should not be construed as forecasts of the likely performance
of the investment described in this Prospectus.
Management Incentives
The major objective of the Company will be to maximise its capital value and the Directors consider that it
is in the interests of the Company and its shareholders that suitable incentives be provided to the Directors.
Accordingly the Directors, David Fairman and Jon Morrey will each hold 22,000 ‘A’ Shares, and Lee Friend
will hold 6,000 ‘A’ Shares.
Set out below is a summary of the rights pertaining to dividend distributions attaching to the ‘A’ Shares
and the ‘B’ Shares and also to the rights attaching to the ‘A’ Shares and the ‘B’ Shares on a return of
assets. Further information on the rights attaching to the ‘A’ Shares and the ‘B’ Shares are set out in
paragraph 4 of the Statutory & General Information section to this document.
Dividend distributions
If a dividend is declared all shareholders will be entitled to participate equally (pro rata to the number
of shares held by each shareholder) in the dividend up to the amount of the issued nominal amount of
the share capital of the Company at the date of such dividend. Assuming the Offer is fully subscribed and
that there are 50,000 ‘A’ Shares in issue, if the amount of the dividend exceeds £2,050,000, then the
excess amount will be distributed to shareholders as follows:
Distributions by way of dividend ‘A’ Shares ‘B’ Shares
Any dividend up to such time as the aggregate
total dividend has reached £2,050,000 2.44% 97.56%
Any dividend distribution after the aggregate
total dividend has reached £2,050,000 50% 50%
Return of assets
On a return of assets on a liquidation, reduction of capital or otherwise (after payment of all liabilities)
all shareholders will be entitled to participate equally (pro rata to the number of shares held by each
shareholder) in the return of assets up to the amount of the issued nominal amount of the share capital
of the Company at the date of such return of assets. Assuming the Offer is fully subscribed and that there
are 50,000 ‘A’ Shares in issue, if the value of the assets returned to shareholders exceeds £2,050,000, then
the excess amount will be distributed to shareholders as follows:
Return of assets to shareholders ‘A’ Shares ‘B’ Shares
Any return of assets up to such time as the aggregate
total payment to shareholders has reached £2,050,000 2.44% 97.56%
Any return of assets distribution after the aggregate
total payment to shareholders has reached £2,050,000 50% 50%
Risk Factors
The principal risk factors perceived to be relevant by the Directors are:
1. The Company will be operating in a competitive industry where the commercial risks are high.
Audience reaction, initial reviews and public taste cannot be predicted with certainty. Accordingly,
an investment in the Company, as with many film, television or stage productions, is speculative and
Investors may not get back the amount of their original investment.
2. If only the minimum is raised there is no guarantee that further funds will be raised through presales
or otherwise.
3. 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.
4. Neither the Company, the Directors nor the Company’s advisors give any warranties or undertakings
that EIS Relief or EIS Deferral Relief will be available or that if given, such relief will not be withdrawn.
5. The Director and the Producers on the film have been contracted. Whilst the director of
photography, editor, sound mixer, casting director, special effects supervisor and publicist on whom
information has been given in this Prospectus have agreed in principle to work on the Film, no
contracts have been entered into between any of them and the Company. It is intended that
contracts will be finalised following the successful close of the Offer. However it should further be
recognised that it is possible that a different crew to that outlined in this Prospectus may have to be
employed, particularly if less than the full amount of the Offer is raised.
6. Though negotiations with an established US sales agent have commenced, no international sales
agent has yet been appointed by the Company.
7. Investors wishing to obtain EIS income tax relief must retain their shares for three years from the
date of issue. If the shares are not held for such three year period, the tax reliefs obtained initially
will be lost, and must be repaid with interest. EIS Deferral Relief is withdrawn on a disposal of shares.
Accordingly, for Investors wishing to obtain EIS Relief or EIS Deferral Relief, investment in the
Company is not suitable as a short-term investment. In addition, there are various additional
conditions attached to EIS Relief and EIS Deferral Relief which individual Investors must satisfy for
specified periods and it is therefore vital that potential Investors take advice from their own
professional advisers on the likelihood of their qualifying for EIS Relief or EIS Deferral Relief.
8. Provisional clearance has been requested from the Inland Revenue in respect of the qualifying status
of the Company for EIS purposes. Therefore, whilst the Directors intend that Investors should obtain
tax relief on their investment, no guarantee is given that such relief will be obtained.
9. It is not the Directors’ intention to place the shares on any market in the foreseeable future.
10. Prospective Investors are also reminded that:
(i) 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 and proper information for
determining the value of the shares may not be available;
(ii) the value of stocks or shares may go down as well as up.
11. The investment offered in this document may not be suitable for all recipients and investors are
accordingly strongly advised to consult a person authorised under the Financial Services and Markets
Act 2000 who specialises in advising on the acquisition of shares and other securities.
12. If the Minimum Amount is not raised within 40 days of the issue of this Prospectus, the Film will not
proceed, and applicants will be refunded their subscription money in full.

28
Statutory & General Information Statutory & General Information 29
1. The Company
(a) The Company was incorporated and registered in England and Wales on 27 August 2003 under the
Act as a public limited company with the name Grosvenor Films Plc and its registered number is
4877825. The principal legislation under which the Company operates is the Act and the regulations
made thereunder.
(b) The Company’s registered office is at Sovereign House, 212-224 Shaftesbury Avenue, London WC2H 8HQ.
(c) The liability of the members of the Company is limited.
(d) The Company is not a member of a group within the meaning of the Act.
2. Share Capital
(a) The authorised share capital of the Company is £4,000,000 divided into 100,000 ‘A’ Shares and
3,900,000 ‘B’ Shares. The issued share capital of the Company is 6,000 ‘A’ Shares fully paid and 44,000
‘A’ Shares partly paid as to 27p each.
(b) By written resolution dated 19 September 2003:
(i) the Directors were authorised generally and unconditionally pursuant to and in accordance with
section 80 of the Act to exercise all the powers of the Company to allot relevant securities (within
the meaning of that section) up to an aggregate nominal amount of £3,950,000 such authority to
expire on the day prior to the fifth anniversary of the passing of the resolution, save that the
Company may pursuant to the authority make offers or agreements before the expiry of the
authority which would or might require equity securities to be allotted after such expiry, and the
Directors may allot equity securities in pursuance of such offers or agreements as if the power
conferred thereby had not expired;
(ii) the Directors were empowered, pursuant to Section 95 of the Act, to allot equity securities (as
defined in section 94(2) of the Act) for cash pursuant to the authority referred to in sub-paragraph
(i) above as if section 89(1) of the Act did not apply to any such allotment, provided that such power
shall expire on the day prior to the fifth anniversary of the passing of the resolution, save that the
Company may before such expiry make an offer or agreement which would or might require
relevant securities to be allotted after such expiry and the Directors may allot relevant securities in
pursuance of such offer or agreement as if the authority conferred hereby had not expired.
(c) Return of Capital
On a return of assets on a liquidation, reduction of capital or otherwise, the holders of the ‘A’ Shares
and the holders of the ‘B’ Shares shall be entitled to be paid out of the surplus assets of the Company
remaining after payment of its liabilities the amount paid up or credited as paid up on the shares,
such payment to be paid in proportion to the number of ‘A’ Shares or ‘B’ Shares held respectively by
the holders of the ‘A’ Shares or the ‘B’ Shares (as the case may be). After such payment has been
made to the holders of the ‘A’ Shares and the holders of the ‘B’ Shares any further surplus assets shall
be paid as follows:
(i) 50 per cent in value of such surplus assets shall be paid to the holders of the ‘A’ Shares in
proportion to the number of ‘A’ Shares held by each of them; and
(ii) 50 per cent in value of such surplus assets shall be paid to the holders of the ‘B’ Shares in
proportion to the number of ‘B’ Shares held by each of them.
(d) Redemption
The shares are not redeemable.
(e) 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 his 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 in the
Company 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 by or on behalf of
the transferor and, except in the case of fully-paid shares, by or on behalf of the transferee. The
Directors may in their absolute discretion and without giving any reason refuse to register any
transfer of shares (not being fully paid shares). The Directors may also refuse to register a transfer
of shares unless the instrument of transfer:-
(i) is lodged (duly stamped if so required by law in order to be registered) at the Company’s
registered office or at such other place as the Directors may appoint accompanied by the relevant
share certificate(s);
(ii) is in respect of only one class of share; and
3. Memorandum of Association
The memorandum of association of the Company provides that its principal objects are, inter alia, to
carry on business as film and television makers, film producers, film directors, consultants and
technicians of every description. The objects of the Company are set out in full in clause 4 of the
Company’s Memorandum of Association which is available for inspection at the address specified in
paragraph 16 below.
4. Summary of Share Rights
The articles of association of the Company, which are available for inspection, at the address
specified in paragraph 16 below, contain provisions, inter alia, to the following effect:
(a) Voting
Whatever the number of ‘A’ Shares in issue at any time the ‘A’ Shares shall confer upon the holders
thereof the right (pro rata to the number of ‘A’ Shares held by each of them) to cast an aggregate
of 51 per cent of the voting rights capable of being cast on all matters decided by vote at general
meetings of the Company.
(b) Dividends
Following payment of an aggregate total dividend of £1 in respect of each share in issue any further
dividends shall be paid as follows:
(i) 50 per cent in value of such dividends shall be paid to the holders of the ‘A’ Shares in proportion
to the number of ‘A’ Shares held by each of them; and
(ii) 50 per cent in value of such dividends shall be paid to the holders of the ‘B’ Shares in proportion
to the number of ‘B’ Shares held by each of them.
(f)
(iii) is in favour of not more than four persons jointly.
The Directors may also decline to register any transfer of shares on which the Company has a lien or
which is made in favour of an infant, bankrupt or person of unsound mind.
Where, in respect of any shares, any registered holder or any person appearing to be interested in
such shares fails to comply with any notice given by the Company under Section 212 of the Act, then,
provided that the shares concerned represent at least 0.25 per cent in nominal value of the issued
shares of the relevant class, the Company may prohibit the transfers of such shares.
The instrument of transfer of a share shall be signed by or on behalf of the transferor, and the
transferor shall be deemed to remain the holder of the share until the name of the transferee is
entered in the register in respect thereof. In the case of a partly paid up share the instrument of
transfer must also be signed by or on behalf of the transferee.
Suspension of Rights
No member shall unless the Board otherwise determines be entitled to vote at general meetings
either personally or by proxy if he or any person appearing to be interested in those shares has been
duly served with a notice under Section 212 of the Act and he or any such person in the absolute
discretion of the Board (i) is in default of supplying the Company with the information thereby
requested within 21 days after service of such notice or such longer period as may be specified in
such notice for compliance with, and (ii) has not remedied such default within a further period of
14 days after service of a further notice requiring him to do so.

30
Statutory & General Information Statutory & General Information 31
(g)
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 to any class may be varied or abrogated,
whether or not the Company is being wound up, either:
7. Minimum Amount
The Minimum Amount which, in the opinion of the Directors, must be raised for the purposes
mentioned in paragraph 21 of Schedule 1 to the Regulations is as follows:-
(i) in such manner (if any) as may be provided by such rights; or
(ii) 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 an extraordinary
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 the class in
question present in person or by proxy may demand a poll.
5. Directors’ Interests
(a) The interests, all of which are beneficial, of each Director (including any interest known to that
Director or which could with reasonable diligence be ascertained by him of any person connected
with a Director within the meaning of section 346 of the Act) in the shares which immediately
following the Offer will be notified to the Company pursuant to sections 324 and 328 of the Act or
will be required pursuant to section 325 of the Act to be entered in the register referred to therein
are as follows:-
• David Fairman is a director of Flamingo Films Limited.
• Lee Friend is a director of The Pack Shot Company Limited.
Director
David Fairman
Jon Morrey
Lee Friend
Number of Shares
22,000 ‘A’ Shares
22,000 ‘A’ Shares
6,000 ‘A’ Shares
(b) Save as disclosed above, at the date of this document, no Director has any interest, beneficial or
otherwise, in the share capital of the Company.
(c) Save as disclosed in this document, no Director has or has had any interest in any transaction which
is or was unusual in its nature or conditions or significant with regard to the business of the
Company.
6. Directors’ Service Contracts, Remuneration and Benefits in Kind
(a) Each of the Directors has entered into a letter of engagement with the Company, the material terms
of which are as follows:
(i) each of the Directors agrees to give sufficient time to undertake his duties as a Director of the
Company;
(ii) the Directors will be entitled to a salary as follows:
David Fairman Full Time £30,000 per annum
Jon Morrey Full Time £30,000 per annum
Lee Friend Part Time £15,000 per annum
and the Company will reimburse all reasonable expenses incurred by each Director; and
(iii) each Director will be appointed for an initial duration of two years, after which either the
Director or the Company may terminate the agreement by giving six months’ written notice to the
other party.
(b) It is estimated that the aggregate remuneration (including benefits in kind) of the Directors for the
year ending on 31 August 2004 under the arrangements in force at the date of this document will not
exceed £75,000.
The purchase price of any property purchased or to be purchased which
is to be defrayed out of the proceeds of the Offer:
Preliminary expenses and commissions: £30,000
Repayment of monies borrowed in respect of the foregoing:
Working Capital: £70,000
Total: £100,000
The total amount of the preliminary expenses (less commissions) of the Offer is estimated at £24,000
which is payable out of subscriptions to the Offer. Assuming full subscription for all the ‘B’ Shares to
be subscribed under the Offer, the total amount of commissions payable to financial intermediaries
is expected to be approximately £100,000. The total proceeds which are expected to be raised by the
Offer, assuming full subscription for all the ‘B’ shares to be subscribed under the Offer, is £2,000,000
and on this basis the expected net proceeds after deduction of professional commissions to financial
intermediaries is expected to be £1,900,000.
If the Offer is not taken up in full the amount of the capital of the Company subscribed for thereunder
will be allotted provided the Company receives not less than the Minimum Amount.
8. Substantial Shareholdings
The Company is not aware of any person who, immediately following the Offer will be interested in
3 per cent or more of the issued share capital of the Company.
9. Litigation
The Company is not or has not been engaged in any legal or arbitration proceedings which may
have, or have had, a significant effect on the Company’s financial position nor, so far as the Company
is aware, are there any such proceedings pending or threatened by or against the Company.
10. Principal Activities
There have been no exceptional factors which may have or have had a significant effect on the
activities of the Company.
11. Significant Developments
There have been no significant developments concerning the business of the Company since its
incorporation other than the matters stated in this Prospectus.
12. Current Prospects
The Directors consider that the prospects of the Company for the financial year ending 31 August
2004 are satisfactory.
13. Intellectual Property
Save as described in paragraph 15 below the Company is not dependent on any patents or other
intellectual property rights, licences or contracts, which are of fundamental importance to its business.
14. Taxation of Dividends
The statements that follow are intended only as a general guide to current law and practice for
certain categories of shareholder. Anyone who is in any doubt as to his tax position or who is subject
to tax in any jurisdiction other than the UK should consult an appropriate professional adviser.
Under current UK taxation legislation no withholding tax will be deducted from dividends paid by
the Company.
A U.K. resident individual shareholder will receive, imputed to any dividend received from the
Company, a tax credit equal to one ninth of the dividend paid. The dividend and tax credit will be
included in calculating the shareholder’s total income for U.K. taxation purposes. The tax credit will
satisfy in full the shareholder’s liability to income tax on the dividend plus the tax credit unless the
Nil
Nil

32
Statutory & General Information UK Taxation & EIS Legislation 33
individual’s total income exceeds the threshold for higher rate tax in which case the individual will,
to that extent, be liable to tax at the schedule F upper rate in respect of the dividend. The individual
will pay additional tax on the dividend and related tax credit at a rate currently equal to 22.5 per cent.
A U.K. resident corporate shareholder will not normally be liable to U.K. corporation tax on any
dividend received from the Company and the dividend and associated tax credit will represent
franked investment income in the hands of such a shareholder.
A shareholder of the Company who is not resident in the U.K. is not generally entitled to the benefit
of any tax credit in respect of a dividend received from the Company. However, such a shareholder may
be entitled to reclaim from the Inland Revenue a proportion of the tax credit relating to the dividend
if there is an appropriate provision in an applicable double taxation treaty or if the shareholder is a
Commonwealth citizen or falls into certain other categories. A non U.K. resident shareholder may be
subject to foreign taxation on dividend income in his country of residence. Any person who is not
resident in the U.K. should consult his own tax adviser on whether he is entitled to reclaim any part of
the tax credit, the procedure for doing so and the tax treatment of his country of residence.
15. Material Contracts
The following contracts (not being entered into in the ordinary course of business) have been
entered into by the Company since its incorporation and are or may be material:
(a) The Company has entered into a contract dated 22 September 2003 with David Fairman whereby
David Fairman has entered into an option in favour of the Company in respect of providing his
services as director of the Film.
(b) The Company has entered into contracts dated 22 September 2003 with Jon Morrey, Lynda Cope and
David Fairman whereby they have each entered into an option in favour of the Company in respect
of providing their services as producers of the Film.
(c) The Company has entered into an agreement dated 22 September 2003 with Flamingo Films Limited
for the transfer to the Company of the option rights in the Messages screenplay and television series.
16. Documents for Inspection
Copies of the following documents may be inspected at the registered office of the Company and
at the offices of Bourner Bullock, Sovereign House, 212-224 Shaftesbury Avenue, London WC2H 8HQ
during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) up
to and including the date on which the Offer closes:
(a) The memorandum and articles of association of the Company
Summary of EIS Legislation
This is a summary of the main provisions of the Enterprise Investment Scheme so far as relevant to the
Company as set out in Section 289 and subsequent sections of ICTA 1988, Schedule 5B of TCGA 1992, and
other relevant legislation. It does not set out any of the provisions in full and intending Investors are
strongly advised to seek professional advice as to the tax relief that their particular investment will
attract and the tax consequences of selling or otherwise disposing of their shares.
Tax Reliefs
(a) Income Tax
EIS Relief allows qualifying individuals to deduct from their total liability to income tax an amount
equal to tax at the lower rate on the price paid for the shares. EIS Relief is currently obtained at a
rate of tax of 20% on qualifying investments up to £150,000 in any tax year. The spouse of a claimant
is also entitled to claim EIS Relief on his/her own investments. EIS Relief is not given for investments
of less than £500 in any one company in any one tax year.
Relief can be carried back to the immediately preceding tax year where shares are issued before 6
October in a tax year. The lower of one half of the investment and £25,000 can be treated as being
paid in the preceding year subject to the limit for relief for that year not being exceeded.
(b) Capital Gains Tax
Under EIS Relief there is no capital gains tax charged on a disposal of the shares in the company
provided they have been held for at least three years.
Under EIS Deferral Relief an investor may defer a charge to capital gains tax on a gain arising on the
disposal of any asset by making a qualifying investment in the period commencing one year before
and ending three years following the disposal. Therefore gains realised up to 1 year after and 3 years
before the qualifying investment may be deferred. The maximum gain that can be deferred is equal
to the amount subscribed but an investor can specify a lesser amount. The EIS Relief from capital
gains tax on the disposal of EIS shares does not prevent the deferred gain becoming chargeable on
their disposal.
(c) Loss Relief
If the shares are disposed of at a loss (to the subscription price) the allowable loss for capital gains
tax purposes is calculated after reducing the cost by the amount of the EIS income tax relief. The
reduced loss can be set against gains or if there are none, then against an investor’s income.
(b) The report of the Auditors
(c) The letters of engagement entered into by the Company and each of the Directors
(d) A copy of the material contracts referred to in paragraph 15 above.
17. General
The Offer is not being underwritten.
The Auditors and reporting accountants for the purposes of the Offer are Bourner Bullock.
Bourner Bullock has given and not withdrawn its written consent to the inclusion in the Prospectus
of its report, the references thereto and the reference to its name in the form and context in which
it appears and accepts responsibility for such report in accordance with paragraph 45 of Schedule 1
to the Regulations.
Basic Rules
EIS Relief and EIS Deferral Relief can be claimed by qualifying individuals (and certain trustees in respect
of EIS Deferral Relief only) who subscribe for new eligible shares in a qualifying unquoted company. The
shares cannot carry any preferential rights to dividends, to the company’s assets on a winding up nor may
there be a right to redeem the shares. The shares must be issued fully paid up and along with all the
shares comprised in the same issue be issued for the purpose of raising money for a qualifying business
activity carried on by a qualifying company. 80% of the proceeds of the issue must be used wholly for
the purposes of the qualifying activity within 12 months of the share issue (or commencement of the
activity if later) and the balance within the next 12 months. The shares must be subscribed for, and issued,
for bona fide commercial purposes and not as part of arrangements the main purpose or one of the main
purposes of which is the avoidance of tax.

34
UK Taxation & EIS Legislation UK Taxation & EIS Legislation 35
Persons Qualifying for Relief
(a) Income Tax
An individual need not be UK resident but the EIS Relief is only available against UK taxable income.
An individual must not be connected with the company at any time in the period beginning two
years before the issue of the shares and ending immediately before the third anniversary of the issue
date, or if relevant the third anniversary of the date of commencement of the relevant qualifying
business activity.
(b)
The main rules relating to “connection” with a company are that the individual and/or his or her
associates must not:
(i) be an employee, partner or paid director of the company or any subsidiary, or
(ii) directly or indirectly possess or be entitled to acquire more than 30% of the issued ordinary share
capital, the loan capital or the voting power of the company or any subsidiary, or
(iii) possess directly or indirectly such rights as would, in the event of the winding up of the company
or any subsidiary or in any other circumstances, entitle him to receive more than 30% of the assets
of the company or any subsidiary which would then be available for distribution to equity holders
(shareholders and certain loan capital holders).
For this purpose an associate includes a husband or wife, lineal ancestor or descendent, a partner
and certain persons with whom the individual has a connection through a trust.
A director is not disqualified if he or she is reimbursed travelling and other expenses allowable for
tax purposes, but generally he or she must not be entitled to remuneration. In limited circumstances,
directors previously unconnected with the company or its trade may qualify for relief provided that
their remuneration is reasonable.
Capital Gains Tax
An individual must be resident or ordinarily resident in the UK at the time of the accrual of the
capital gain and at the time when he makes the qualifying investment. If UK resident or ordinarily
resident they must also not be regarded for the purposes of any tax treaty as resident in another
country. UK resident trustees of discretionary trusts (if all the beneficiaries are individuals) and UK
resident trustees of interest in possession settlements (to the extent that individuals hold the
interests in possession) may claim EIS Deferral Relief provided that the asset disposed of which gives
rise to the gain and the shares acquired are held on the terms of the same trusts.
Qualifying Companies
To be a qualifying company, the company must be an unquoted company at the time shares are issued
and there must be no arrangements at that time for the company to cease to be unquoted. Provided
there are no such arrangements at the time the shares are issued, a company can become an unquoted
company at a later time and remain a qualifying company. It need not be UK resident. The company must
not be controlled by another company nor must it control another company unless that other company
is a qualifying subsidiary. The company must exist wholly for the purpose of carrying on one or more
qualifying trades (other than to the extent that other purposes have no significant effect on those
trading activities). Alternatively the qualifying company can be the parent company of a trading group
whose aggregate activities must consist wholly of carrying on one or more qualifying trades (other than
to the extent that other purposes have no significant effect on those trading activities). Any qualifying
trade must be carried on wholly or mainly in the UK. The funds raised must be used for the purposes of
the qualifying business activities of the relevant company. The value of a qualifying company’s gross
assets (group’s aggregate assets if the parent of a trading group) immediately before a share issue must
be no more than £15 million before the share issue and no more than £16 million after the issue. The
Board of Directors has undertaken, so far as it is within their power to do so, to ensure that the
Company’s affairs will be conducted so as to obtain and maintain qualifying status under the EIS
throughout the relevant period.
Claims
Investors make a formal claim for the EIS Relief or EIS Deferral Relief from their inspector of taxes. The
claim is made on receipt of Form EIS 3 from the company. Form EIS 3 is a certificate issued by a company,
with the approval of the Inland Revenue, confirming that it is a qualifying company for these purposes.
A company cannot seek the Inland Revenue’s approval until it has carried on a qualifying activity for four
months. The approval must be sought within two years of the end of the year of assessment in which the
shares are issued or, if later, within two years of the period commencing with the date on which the
company completed its first four months of trading. An investor’s claim must be submitted to his tax
inspector no later than the fifth anniversary of 31 January following the year of assessment in which the
shares were issued (or treated as issued if relief is carried back). The Company proposes to submit its
application to the Inland Revenue to issue EIS 3 as soon as it is practicable.
Withdrawal of Relief
There are a number of anti-avoidance provisions that can apply to both EIS Relief and EIS Deferral Relief
which are beyond the scope of this summary.
(a) Income Tax
If the company ceases to be a qualifying company within the three years commencing with the issue
of the shares (or commencement of the qualifying trade if later) all EIS Relief is withdrawn. If shares
are disposed of within three years of their issue relief is withdrawn in respect of those shares to the
extent of the amount or value of the consideration received for them unless the disposal is not at
arm’s length when all relief in respect of them is withdrawn. EIS Relief will be withdrawn if value is
received by an investor from the company or a person connected with the company, or in more
limited circumstances by other shareholders, within the period commencing one year before the
share issue and ending three years after it (or three years after the commencement of the qualifying
trade if later). The circumstances in which value is received for these purposes are extensive although
it may be disregarded if the value received is insignificant or the original supplier of value to an
investor receives replacement value.
(b) Capital Gains Tax
The gain that is deferred becomes a chargeable gain when an investor disposes of the shares (other
than to a spouse) or ceases to be resident within the 3 years commencing with the issue of the shares
(or commencement of the qualifying trade if later). EIS Deferral Relief is withdrawn if the company
ceases to be a qualifying company; the company ceases to carry on the qualifying business activity,
or the proceeds of the share issue are not used within the time limit, the deferred gain is deemed
to arise on the date on which these circumstances arise. EIS Deferral Relief will be withdrawn if value
is received by an investor from the company or a person connected with the company or in more
limited circumstances by other shareholders, within the period commencing one year before the
share issue and ending three years after it (or three years after the commencement of the qualifying
trade if later). The circumstances in which value is received for these purposes are extensive although
it may be disregarded if the value received is insignificant.

36
Accountant’s Report Accountant’s Report 37
Grosvenor Films Plc
Ealing Studios
Ealing Green
London W5 5EP
Bourner Bullock
Sovereign House
212/224 Shaftesbury Avenue
London WC2H 8HQ
2.3.4 On 19 September 2003, the 50,000 issued ordinary shares of £1 each were re-designated as ‘A’ shares
of £1 each and the authorised share capital of the company was increased from £50,000 to £4,000,000
by the creation of a further 50,000 ‘A’ shares of £1 each and 3,900,000 ‘B’ shares of £1 each.
2.3.5 On 22 September 2003, the directors entered into service agreements with Grosvenor Films Plc, the
material terms of which are:
Dear Sirs
GROSVENOR FILMS PLC
10 October 2003
1 Introduction
We report on the financial information set out in paragraphs 2 to 5 below. This financial
information has been prepared for inclusion in the prospectus dated 21 October 2003 of
Grosvenor Films Plc (“the company”).
1.1 Basis of preparation
The financial information set out in paragraphs 2 to 5 is based on the transactions of the company
for the period from incorporation on 27 August 2003 to 23 September 2003. No adjustments were
considered necessary.
1.2 Responsibility
The Directors of Grosvenor Films Plc are responsible for the contents of the prospectus dated 21
October 2003 in which this report is included. It is our responsibility to form an opinion on the
financial information and to report our opinion to you.
1.3 Basis of opinion
We conducted our work in accordance with the Statements of Investment Circular Reporting
Standards issued by the Auditing Practices Board. Our work included an assessment of evidence
relevant to the amounts and disclosures in the financial information.
We planned and performed our work so as to obtain all the information and explanations which
we considered necessary in order to provide us with sufficient evidence to give reasonable
assurance that the financial information is free from material misstatement whether caused by
fraud or other irregularity or error.
1.4 Opinion
In our opinion, the financial information gives, for the purpose of the prospectus dated 21 October
2003, a true and fair view of the state of affairs of Grosvenor Films Plc as at 23 September 2003.
1.5 Consent
We consent to the inclusion in the prospectus dated 21 October 2003 of this report and accept
responsibility for this report for the purposes of paragraph 45 of schedule 1 to the Public Offers of
Securities Regulations 1995.
2. Statutory information
2.1 Grosvenor Films Plc was incorporated on 27 August 2003.
2.2 The company has not completed its first accounting period. No statutory financial statements have
been prepared, audited or filed with the Registrar of Companies since incorporation.
2.3 As at 23 September 2003, the company had carried out no trading and the only transactions have
been as follows:
2.3.1 On incorporation, David Fairman, Jon Morrey and Lee Friend were appointed directors.
2.3.2 On incorporation, 22,000 and 22,000 and 6,000 ordinary shares of £1 each were allotted to David
Fairman, Jon Morrey and Lee Friend respectively.
2.3.3 The issued ordinary shares were paid up on 11 September 2003 as follows:
Ordinary shares of £1 each
Shares allotted to Number Amount paid up £
David Fairman 22,000 6,000
Jon Morrey 22,000 6,000
Lee Friend 6,000 6,000
50,000 18,000
• David Fairman, Jon Morrey and Lee Friend agreed to devote such time as necessary to the business
of Grosvenor Films Plc.
• The aggregate total salaries of the directors will not exceed the maximum of £75,000 for the year
ending on 31 August 2003 and Grosvenor Films Plc will reimburse all reasonable expenses incurred
by each director.
2.3.6 On 22 September 2003, Grosvenor Films Plc entered into an option for producers’ services
agreement in connection with the screenplay for the film with each of David Fairman, Jon Morrey
and Lynda Cope.
2.3.7 On 22 September 2003, the option rights to the screenplay for the film were transferred from Flamingo
Films to Grosvenor Films Plc.
2.3.8 On 22 September 2003, Grosvenor Films Plc entered in to an option agreement with David Fairman
to become the director of the film
3. Principal accounting policies
3.1 Basis of accounting
The balance sheet is prepared under the historical cost convention and in accordance with applicable
accounting standards.
4. Financial information as at 23 September 2003
4.1 Balance sheet
Current assets £
Cash at bank and in hand 18,000
Net Assets 18,000
Capital and Reserves £
Share Capital 18,000
Shareholders’ funds 18,000
5. Notes to the financial information
5.1 Share capital
Authorised £
100,000 ‘A’ shares of £1.00 each 100,000
3,900,000 ‘B’ shares of £1.00 each 3,900,000
4,000.000
Called up allotted and partly paid £
50,000 ‘A’ shares of £1.00 each 18,000
The ‘A’ and ‘B’ shares rank pari passu in all respects except as provided in article 6 of the company’s
articles of association.
Yours faithfully
Bourner Bullock
Chartered Accountants

✁
38 Procedure for Application
Application Form 39
General conditions
The purchase price for each ‘B’ Share is £1. Each application
must be made on the application form supplied in this
document and be accompanied by a separate cheque or
bankers’ 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 Houses or which has arranged for its cheques and
bankers drafts’ to be cleared through the facilities provided
by either of those companies or those committees (and
must bear the appropriate sorting code number in the top
right hand corner).
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 he 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.
This application form, together with your cheque or bankers’ draft made payable to Grosvenor Films Plc should be sent to
Grosvenor Films Plc at Ealing Studios, Ealing Green, London W5 5EP. The Offer will open at 10am on 21 October 2003.
The initial closing date is 28 November 2003. So long as the Minimum Amount shall have been raised by 5pm on 28 November
2003, the Offer may then be extended by the Directors.
Grosvenor Films plc
Offer for subscription of up to 2,000,000 ‘B’ Shares payable in full on application
Number of shares applied for*
Amount enclosed at £1 per share
*applications must be for a minimum of 2,000 ‘B’ Shares and thereafter in multiples of 1,000 ‘B’ Shares
£
Our Reference
This application form and payment should then
be forwarded by post or hand to:
Grosvenor Films Plc
Ealing Studios
Ealing Green
London W5 5EP
Applicants are advised to allow three full business days for
delivery through the post. Cheques or bankers’ drafts must
be made payable to Grosvenor Films Plc and crossed A/C
Payee. Applications must be for the minimum of two
thousand ‘B’ Shares and thereafter in multiples of one
thousand ‘B’ Shares. Share certificates will be despatched to
shareholders as soon as possible following allotment. Share
certificates and any surplus moneys will be retained
pending clearance of an applicant’s cheque. Cheques will be
presented for payment on receipt and kept in a designated
account of the Company pending completion of the Offer
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, forgoes his right to any
interest on the subscription monies.
The Board reserves the right to reject any application for
‘B’ Shares. The Board also reserves the right to treat as valid
any applications for ‘B’ Shares, which do not fully comply
with the conditions set out in the application form. If any
application for ‘B’ Shares is not accepted or the Offer
lapses, the amount paid on application will be returned
within seven days of such rejection or lapse. 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.
Joint applications are acceptable, but joint applicants
should note that they might not be able to claim EIS Relief
or EIS 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.
The Offer will open at 10am on 21 October 2003. The initial
closing date is 28 November 2003. So long as the Minimum
Amount shall have been raised by 5pm on 28 November
2003, the Offer may then be extended by the Directors.
Further Terms and Conditions
Your attention is drawn to the terms and conditions set out
on the reverse of the application form which forms part of
this document and to the application form.
Important - Money Laundering Regulations
It is a term of the Offer that, to ensure compliance with the
Money Laundering Regulations 1993, the Company is
entitled to require, at its absolute discretion, verification of
the identity from any person lodging an application form
for B Shares (“the Applicant”) 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.
Pending the provision of evidence satisfactory to the
Company as to the identity of the Applicant and/or any
person on whose behalf the Applicant appears to be acting,
the Company may, in its absolute discretion, retain an
application form lodged by an Applicant and/or the cheque
or other remittance relating thereto and/or not enter the
Applicant on the register of members or issue any certificate
in respect of ‘B’ Shares allotted to the Applicant. If, within a
reasonable period of time following request for verification
of identity and in any case no later than 3pm on the
relevant date of allotment, the Company has not received
evidence of the identity of the Applicant satisfactory to it,
the Company may, at its absolute discretion, reject any such
application in which event the remittance submitted in
respect of that application will be returned to the Applicant
(without prejudice to the rights of the Company to
undertake proceedings to cover any loss suffered by it as a
result of the failure of the Applicant to produce satisfactory
evidence of identity).
To: The Directors, Grosvenor Films Plc
I hereby irrevocably offer to subscribe for the number of fully paid ‘B’ Shares on the terms of the document dated
21 October 2003 (the “Prospectus”) and subject to the terms and conditions set out on the next page and the memorandum
and articles of association of the Company. I enclose a cheque/bankers’ draft for the amount specified above, made payable
to Grosvenor Films Plc and agree to accept the same or such lesser number of such ‘B’ Shares in respect of which my
application may be accepted.
I request and authorise you to register any ‘B’ Shares for which this application is accepted in the name(s) set out below:
Surname:
Title:
Forenames:
Address:
Tel:
Fax:
Signature:
Date:
Surname:
Title:
Forenames:
Address:
Tel:
Fax:
Signature:
Date:
All Joint applicants must sign (Note: Joint applicants may not be able to claim EIS Relief or EIS Referral Relief)
Your cheque/bankers’ draft should be made payable to “Grosvenor Films Plc.”, If application is made through your agent,
please complete below including occupation and authorisation.
Agents name:
Reference:
Address:
Authorisation code:
Tel:

✁
✁
40
Terms & conditions
Duplicate Application Form 41
1. I hereby acknowledge that the acceptance and basis of
application of the ‘B’ Shares of the Company is in the
absolute discretion of the Directors and that they have
reserved the right to reject in whole or in part or to
scale down any application including without limitation
multiple or suspected multiple applications or any
application considered by the Directors to have been
made by a nominee. If any application is not accepted,
or is accepted for fewer ‘B’ Shares, then the number
applied for the application monies or the balance
thereof (as the case may be) will be returned by sending
the applicant’s cheque or bankers draft, or a crossed
cheque in favour of the applicant in each case by post
or by hand and at the risk of the person entitled thereto
the address of the applicant without interest.
2. In consideration of the Directors agreeing that they will
consider and process applications for the ‘B’ Shares in
accordance with the procedure referred to in the
Prospectus and as a separate contract with the
Company which will become binding on despatch by
post of this application form:-
a) I warrant that my cheque or bankers’ draft will be
honoured on first presentation and agree that if such
cheque or bankers’ draft is not so honoured I will not be
entitled to receive a share certificate for any ‘B’ Shares
unless and until I make payment in cleared funds for
such ‘B’ Shares and such payment as accepted by the
Company in its absolute discretion (which acceptance
may be on the basis that I indemnify the Company
against all cost, damages, losses, expenses and liabilities
arising out of or in conjunction with the failure of my
remittance to be honoured on the first presentation).
b) I understand that any application by me to invest in the
Company shall be deemed to be an offer up to the
value of my application and that such offer shall be
deemed to take effect on despatch by post with this
application form.
c) I confirm that I am not relying on any information or
representation in relation to the Company other than
that contained in the Prospectus and agree that neither
the Company nor any person responsible for the
Prospectus or any part of it shall have any liability for
any information or representation not so contained.
d) I hereby authorise the Company to send a cheque for
any monies returnable to me by first class post at my
risk to the address given overleaf or introducing agent.
e) I agree that my application is irrevocable.
h) I hereby warrant and declare that:
(i) I am resident and ordinarily resident in UK and that I
have been so resident and expect to remain so resident
and I will notify the Directors immediately in writing if
I cease to be so resident;
(ii) I am not connected with the Company and I will notify
the Directors immediately in writing if I become so
connected as defined in section 291 of the Income and
Corporation Tax Act, 1988;
(iii) I agree that this application form shall be construed
in accordance with and governed by the laws of
England and Wales.
3. I hereby declare that I have read a copy, understood and
agreed to the terms and conditions contained in the
Prospectus and this application form including the risk
factors on pages 27 of the Prospectus and have taken all
the appropriate professional advice which I consider
necessary before submitting my application and that I
am aware of the special risks involved in participating in
an investment of this nature, and I understand that my
application is made upon the terms of the Prospectus
and this application form.
4. I acknowledge that in relation to the transactions in the
Prospectus, advisors of the Company mentioned therein
are acting for the Company and not for me or on my
account and that accordingly will not be responsible to
me for providing protections afforded to their clients,
for advising me on any transaction described herein, or
for ensuring that any such transaction is suitable for me.
5. I agree that acceptance of an application form will
have the meaning set out in the Prospectus unless the
context requires otherwise.
This application form, together with your cheque or bankers’ draft made payable to Grosvenor Films Plc should be sent to
Grosvenor Films Plc at Ealing Studios, Ealing Green, London W5 5EP. The Offer will open at 10am on 21 October 2003.
The initial closing date is 28 November 2003. So long as the Minimum Amount shall have been raised by 5pm on 28 November
2003, the Offer may then be extended by the Directors.
Grosvenor Films plc
Offer for subscription of up to 2,000,000 ‘B’ Shares payable in full on application
Number of shares applied for*
Amount enclosed at £1 per share
*applications must be for a minimum of 2,000 ‘B’ Shares and thereafter in multiples of 1,000 ‘B’ Shares
£
Our Reference
To: The Directors, Grosvenor Films Plc
I hereby irrevocably offer to subscribe for the number of fully paid ‘B’ Shares on the terms of the document dated
21 October 2003 (the “Prospectus”) and subject to the terms and conditions set out on the next page and the memorandum
and articles of association of the Company. I enclose a cheque/bankers’ draft for the amount specified above, made payable
to Grosvenor Films Plc and agree to accept the same or such lesser number of such ‘B’ Shares in respect of which my
application may be accepted.
I request and authorise you to register any ‘B’ Shares for which this application is accepted in the name(s) set out below:
Surname:
Title:
Forenames:
Address:
Tel:
Fax:
Signature:
Date:
Surname:
Title:
Forenames:
Address:
Tel:
Fax:
Signature:
Date:
All Joint applicants must sign (Note: Joint applicants may not be able to claim EIS Relief or EIS Referral Relief)
Your cheque/bankers’ draft should be made payable to “Grosvenor Films Plc.”, If application is made through your agent,
please complete below including occupation and authorisation.
f) I warrant that if I have signed this application form on
behalf of any other person I have due authority to do so,
and that such person will also be bound accordingly and
be deemed to have given the confirmations, warranties
and undertakings contained in this Prospectus.
g) I warrant that I am not nor am I applying on behalf of
a person who is under the age of 18.
Grosvenor Films Plc
Ealing Film Studios
Ealing Green
London W5 5EP
Agents name:
Reference:
Address:
Authorisation code:
Tel:

✁
42
Terms & conditions
1. I hereby acknowledge that the acceptance and basis of
application of the ‘B’ Shares of the Company is in the
absolute discretion of the Directors and that they have
reserved the right to reject in whole or in part or to
scale down any application including without limitation
multiple or suspected multiple applications or any
application considered by the Directors to have been
made by a nominee. If any application is not accepted,
or is accepted for fewer ‘B’ Shares, then the number
applied for the application monies or the balance
thereof (as the case may be) will be returned by sending
the applicant’s cheque or bankers draft, or a crossed
cheque in favour of the applicant in each case by post
or by hand and at the risk of the person entitled thereto
the address of the applicant without interest.
2. In consideration of the Directors agreeing that they will
consider and process applications for the ‘B’ Shares in
accordance with the procedure referred to in the
Prospectus and as a separate contract with the
Company which will become binding on despatch by
post of this application form:-
a) I warrant that my cheque or bankers’ draft will be
honoured on first presentation and agree that if such
cheque or bankers’ draft is not so honoured I will not be
entitled to receive a share certificate for any ‘B’ Shares
unless and until I make payment in cleared funds for
such ‘B’ Shares and such payment as accepted by the
Company in its absolute discretion (which acceptance
may be on the basis that I indemnify the Company
against all cost, damages, losses, expenses and liabilities
arising out of or in conjunction with the failure of my
remittance to be honoured on the first presentation).
b) I understand that any application by me to invest in the
Company shall be deemed to be an offer up to the
value of my application and that such offer shall be
deemed to take effect on despatch by post with this
application form.
h) I hereby warrant and declare that:
(i) I am resident and ordinarily resident in UK and that I
have been so resident and expect to remain so resident
and I will notify the Directors immediately in writing if
I cease to be so resident;
(ii) I am not connected with the Company and I will notify
the Directors immediately in writing if I become so
connected as defined in section 291 of the Income and
Corporation Tax Act, 1988;
(iii) I agree that this application form shall be construed
in accordance with and governed by the laws of
England and Wales.
3. I hereby declare that I have read a copy, understood and
agreed to the terms and conditions contained in the
Prospectus and this application form including the risk
factors on pages 27 of the Prospectus and have taken all
the appropriate professional advice which I consider
necessary before submitting my application and that I
am aware of the special risks involved in participating in
an investment of this nature, and I understand that my
application is made upon the terms of the Prospectus
and this application form.
4. I acknowledge that in relation to the transactions in the
Prospectus, advisors of the Company mentioned therein
are acting for the Company and not for me or on my
account and that accordingly will not be responsible to
me for providing protections afforded to their clients,
for advising me on any transaction described herein, or
for ensuring that any such transaction is suitable for me.
5. I agree that acceptance of an application form will
have the meaning set out in the Prospectus unless the
context requires otherwise.
c) I confirm that I am not relying on any information or
representation in relation to the Company other than
that contained in the Prospectus and agree that neither
the Company nor any person responsible for the
Prospectus or any part of it shall have any liability for
any information or representation not so contained.
d) I hereby authorise the Company to send a cheque for
any monies returnable to me by first class post at my
risk to the address given overleaf or introducing agent.
e) I agree that my application is irrevocable.
f) I warrant that if I have signed this application form on
behalf of any other person I have due authority to do so,
and that such person will also be bound accordingly and
be deemed to have given the confirmations, warranties
and undertakings contained in this Prospectus.
g) I warrant that I am not nor am I applying on behalf of
a person who is under the age of 18.
Grosvenor Films Plc
Ealing Film Studios
Ealing Green
London W5 5EP