Design and production team

DISCLAIMER

Neither the Producer nor any of its affiliates, subsidiaries, officers, employees, agents, advisers, or representatives (together referred to as the "Affiliates") make any representation, warranty, indemnity, or undertaking, express or implied, regarding the truth, accuracy, or completeness of the information contained in this document or any other document or communication (whether written or oral) supplied to any recipient at any time. No responsibility or liability of any kind is accepted by the Producer or any of its Affiliates for any information, statement, opinion, or omission contained herein, or for any loss or damage arising from or in connection with this document or reliance upon it. Nothing in this document, including any illustrative financial projections (the "Projections"), constitutes a profit forecast or a guarantee of future performance. The Projections are provided for illustrative purposes only and merely indicate potential outcomes based on certain assumptions. No representation or assurance is given by the Producer or its Affiliates as to the future performance or success of the matters described herein, and no such inference should be drawn from this document.

RIGHTS, PRODUCTION INVESTMENT, AND EXCLUDED RECEIPTS

The UK stage production rights in respect of the work are controlled by The DB Rights Company Ltd (Company No. 16824398 at 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ) under licence from the Author. Any investment made pursuant to this document is made solely into the designated production company or special purpose vehicle established for the specific production described in this document, and not into The DB Rights Company Ltd or any other rights holding, licensing, or affiliated entity.

For the avoidance of doubt, investment in the production is limited strictly to the capitalisation, production, presentation, and commercial exploitation of that specific production by the designated production company. Such investment does not confer any ownership interest in the underlying rights, the licence, the adaptation, the production rights, The DB Rights Company Ltd, or any related intellectual property, nor does it confer any entitlement to receipts, royalties, fees, profits, or other income arising from any subsequent licensed productions, tours, transfers, revivals, sit-down productions, international productions, amateur, stock, subsidiary, or other exploitations of the work, whether produced or licensed by The DB Rights Company Ltd, the Producer, an affiliate, a successor, or any third party.

Investors shall have no financial participation in any licensing income, producer royalties, rights income, option fees, subsidiary rights income, future production income, or other receipts arising outside the designated production company and the specific production described in this document, save only to the extent expressly set out in a written Development Rollover provision agreed and signed by the Producer or the designated production company.

The Producer, The DB Rights Company Ltd, and the licensed creative team shall retain full artistic, operational, licensing, and commercial autonomy. An investment is strictly financial in nature and shall not confer on any investor any right of approval, veto, consultation, consent, or control in respect of the selection, hiring, replacement, or termination of creative personnel, production staff, crew, performers, casting, staging, design, marketing, licensing, future exploitation, or any artistic, stylistic, creative, operational, or commercial decision relating to the work or any production of it.

No statement, representation, course of dealing, or discussion shall give any investor rights beyond those expressly set out in the applicable investment documents. The Producer reserves the right to raise further capital for the production, which may dilute an investor’s participation in the designated production company or production profits, subject to the terms of the applicable investment documents.

This clause shall prevail over any inconsistent provision or understanding in respect of rights ownership, licensing income, future production income, investor control, and investor entitlement. This document and any related dispute shall be governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts, save to the extent that the terms of the Author’s licence require otherwise.

EXEMPTION UNDER SECTION 21 OF FSMA

This communication is made in reliance on Articles 48, 49, 50 and 50A of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended. The Company and Producers are entitled to rely on investor self-certification and are not required to verify eligibility beyond receipt of a valid signed declaration. This document is exempt from the general restriction in Section 21 of FSMA on the communication of invitations or inducements to engage in investment activity, on the grounds that the Recipient is, and will be treated as, a person described below. The investment or investment activity to which this document relates is available only to, and will be engaged in only with, such persons.

(a) High Net Worth Individuals (Article 48 of the FPO)
A person qualifies if at least one of the following applies:
i) Annual income of at least £170,000 in the immediately preceding financial year; or
ii) Net assets throughout the immediately preceding financial year of at least £430,000, excluding the person's primary residence, any loan secured on that residence, rights under a qualifying contract of insurance, and pension or retirement benefits.

(b) Self-Certified Sophisticated Investors (Article 50A of the FPO)
A person qualifies if they have signed the relevant investor statement and at least one of the following applies:
i) They are a member of a network or syndicate of business angels for at least six months; or
ii) They are or have been in the preceding two years working in a professional capacity in the private-equity sector or in the provision of finance for small and medium-sized enterprises; or
iii) They are currently, or have been in the preceding two years, a director of a company with an annual turnover of at least £1.6 million.

This document and its contents are strictly private and confidential. They may not be copied, reproduced, published, or disclosed to any third party without prior written consent. No investment described herein is intended for, nor may it be offered to, any person other than the original recipient. Any person uncertain about the investment described in this document should seek independent advice from an authorised financial adviser under FSMA who specialises in investments of this nature.