2. IMPORTANT NOTICE
The content of this promotion has not been approved by an authorised person within the
meaning of the Financial Services and Markets Act 2000. Reliance on this promotion for
the purpose of engaging in any investment activity may expose an individual to a significant
risk of losing all of the property or other assets invested.
This communication should be reviewed only by parties who are (i) Certified High Net
Worth Individuals, (ii) Certified or Self-certified Sophisticated Investors, (iii) High Net Worth
Persons, (iv) Associations of High Net Worth or Sophisticated Investors, or (v) “authorised
persons” within the meaning of the Act (together the “Authorised Recipients”). This
communication should not under any circumstances be read by or distributed to any party
other than the Authorised Recipients.
Any party to whom this communication is addressed and who is unclear as to its terms
should immediately take advice from an “authorised person” within the meaning of the Act
who specialises in advising on investments of the kind in question.

3. GAIL is a Business Angel Syndicate focused on investment in:
I. Small-scale hydro projects which provide high yielding, asset
backed investment opportunities accompanied by attractive tax
reliefs; and
II.
Interesting new small-scale technology opportunities which
have significant potential in the renewable energy sector.

4. Deal Flow
One of the keys to successful Angel investing is to gain access to good quality deal
flow. GAIL accomplishes this through a close relationship with
Sustainable Heat & Power Limited (SHPL).
SHPL is a ‘prospecting’ and project management company whose role is to:
 Identify sites which may be suitable for small-scale hydro schemes;
 Undertake preliminary due diligence to determine whether sites are
suitable both from a technical and commercial perspective;
 Negotiate Option/ lease agreements with landowners;
 Establish Energy Service Companies (ESCOs) for each project which goes
ahead;
 Undertake the project management and commissioning of each project;
and
 Undertake the ongoing management of each ESCO.

5. Track Record
SHPL shareholders have extensive renewable energy experience
and expertise at every stage of a deal covering planning, design,
engineering, procurement, project management, financing and
commissioning. Combined, they have more than:
 100 staff
 75 completed projects (multiple technologies)
 20 years of industry experience

6. Insight
In addition to small-scale hydro projects, the Directors of SHPL
are very well-connected into the networks of scientists and
technologists who are working on new technologies which have
the potential to form the basis of new businesses. Such
opportunities will be carefully screened and SHPL will not
consider opportunities unless they believe that they have real
potential to be turned into businesses of scale.

7. Access
SHPL is based at the Edinburgh Centre for Carbon Innovation (ECCI),
which gives it access both to interesting new investment opportunities
and a ‘rich seam’ of detailed technical knowledge and experience which
it may access for due diligence purposes.
Members of GAIL will be given the opportunity to evaluate and consider
investing in all potential opportunities identified by SHPL.

8. Directors
Sandy Finlayson:
Senior Partner with MBM Commercial
Co-Founder and Former Chair of Business Forum Scotland
20+ years of involvement in Business Angel Syndicates and early stage Investment Funds
Graham Langley:
Former Head of Business Development for the Commercial team at Royal Bank of Scotland
Member or the Executive Team at Kelvin Capital
Non-Executive Partner of Par Equity LLP
Phillip Bruner:
Former BDE for the Edinburgh Centre for Carbon Innovation
Co-Founder and Executive Director of Sustainable Heat & Power Ltd.
Founder and Coordinator of the Green Investment Forum (elite intl. investment club)

9. Hydro Projects – A Typical Example
Using the example of a typical estate scheme with an 88kW hydro project, the following indicative
costs and ROIs are anticipated:
Estimated cost of pre-planning (Phase I) = £25,000 (6%)
Estimated cost of post-planning (Phase II) = £390,000 (94.6%)
SHPL retained share = 6%
Phase I investors receive £25,000 * 1.5 (uplift of 50%) = £37,500 (8.3% equity)
Phase II investors receive £390,000 * 1 (no uplift) = £390,000 (85.7% equity)
Therefore, should the project be awarded planning permission, Phase I investors will receive a
better return on investment and will have the first option to invest in Phase II.
Note: Phase I investors will typically obtain Seed EIS Relief and Phase II investors will invest at
one-and-a-half times the price of Phase I investors to compensate for the higher risk which they
take by investing in Phase I.

10. Tax Reliefs
‘Qualifying Investors’ may be able to benefit from a wide range of tax reliefs in respect of
their investments under the Seed Enterprise Investment Scheme (‘SEIS) or the Enterprise
Investment Scheme (‘EIS’):
 SEIS Relief: Income Tax Relief at 50% for investments up to £150,000 in qualifying
Companies (£100,000 per Investor);
 EIS Relief: Income Tax Relief at 30% for investments of up to £5 million per Company (£1
million per Investor).
 If the proceeds from the disposal of an asset which would give rise to a chargeable gain
in 2013/14 are reinvested in shares which qualify for SEIS Relief, the amount that remains
chargeable is half the reinvested gain in 2013/14; for EIS relief the tax on the gain can
instead be deferred until the Company’s shares are sold.
In addition to the foregoing, Investors may also qualify for Business Property Relief (BPR),
which may enable investors to claim relief from Inheritance Tax after a holding period of two
years. NB: Gains arising from the sale of shares in a qualifying SEIS or EIS company
should be exempt from CGT if held for the qualifying period, which is usually three years.

11. Tariffs
Small-scale hydro projects (up to 5MW) still qualify for SEIS/EIS Relief and Feed-In
Tariffs as well as an Export Tariff:
Feed-In Tariffs (FITs): Offer a guaranteed price for electricity generated from a small-
scale hydro scheme which is fed into the grid. Currently, this price is guaranteed for
20 years and amounts to 15.5-19.6 pence per kilowatt hour (p/kWh).
Export Tariff: In addition to FITs, small-scale hydro schemes qualify for an Export
Tariff of 4.5 p/kWh simply for producing renewable electricity which is connected to
the grid.

12. Party
Equity Stake
Indicative Return
Other benefits
Phase I investors
8.3%
22.2%
SEIS relief (50%) + capital
gains shelter + first option
on Phase II investment
Phase II investors
85.7%
14.7%
SEIS/EIS relief (50/30%) +
Capital gains shelter
SHPL
6%
n/a
Basic pre-tax project yield
– 16%
Indicative Returns
Should a project receive planning permission and connect to the grid successfully, the
indicative returns to GAIL investors would be as follows:
Indicative return is based on detailed assumptions which will vary from case to case.
Investors will be given a detailed information memorandum for each project and will make
their own investment decision in each case. This will enable investors to build up their own
portfolio of investments over time.

13. The Development Process – Phase I
Investment Opportunity I
(50% uplift/ 50% SEIS relief)
Avg. 6-8 months to submit planning
Avg. cost to obtain planning £25k per project
Right of first refusal on Phase II
Min. £25k per investor/ portfolio

14. The Construction Process – Phase II
Investment Opportunity II
(no uplift/ 30% EIS relief)
Avg. 4-6 months to interconnection
Avg. cost of construction - £390k
~7 year exit
Annual dividends
~6 year payback
Min. £50k per investor/ portfolio

15. Eligibility
Membership of GAIL is only open to persons who are: High Net Worth Individuals;
Sophisticated Investors; High Value Trusts; and High Net Worth Companies, all within the
meaning of the Financial Promotion Order 2005.
Anyone wishing to become a member of GAIL will be required to produce the following
documentation:
 Certificate of Eligibility;
 Documentation required to comply the Money Laundering Regulations; and
 Limited Power of Attorney to facilitate the completion of investment transactions.
As soon as applicants have been accepted for membership, they will be able to access all
current opportunities.

16. We are currently seeking investors for SHPL’s project portfolio.
For more information, please contact:
Phillip Bruner
m: +44(0)7796128828
e: phillip@shpl.co.uk