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UK financial-promotion exemptions come under renewed scrutiny

Equity Compass
Mar 6, 2024
1 min read

Updated: 4 days ago

The Financial Conduct Authority has continued to focus on how high-risk and unlisted investment opportunities are promoted, including the operation of high-net-worth and sophisticated-investor exemptions. The underlying principle remains that financial promotions must be fair, clear and not misleading and that firms should take particular care around audience targeting and the substantiation of claims.

For Equity Compass, this reinforces the distinction between making information available about a sector and presenting a specific investment opportunity. Our public material is intended to explain the areas we research and introduce; opportunity-specific information, eligibility considerations and provider documentation require a more controlled process. Equity Compass does not receive or hold investor capital and does not provide personal investment advice.

Read the original FCA statement

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What We Do

Independent access. Considered introductions.

Access is useful. Understanding what sits behind it matters more. Equity Compass is a specialist third-party introducer and consultancy focused on selected opportunities outside conventional public markets. We source through relationships with specialist providers, property developers, founders and professional networks, then give interested investors the context needed to decide whether a direct introduction is worth exploring.

How we work

A narrower, research-led approach.

The objective is not to present the widest possible catalogue. It is to identify relevant opportunities, understand the structure and people behind them, and make a direct introduction where there is genuine investor interest.

01 · Source

Where opportunities come from

We build relationships with counterparties operating in property, private companies, tax-efficient growth capital and selected alternative-asset markets. This can give clients sight of opportunities that are not distributed through mainstream investment platforms.

02 · Understand

Access & understanding

Access alone is not a reason to proceed. We aim to understand who is behind an opportunity, what capital is being raised for, how the structure works, the expected time horizon, the supporting evidence and the key dependencies.

03 · Introduce

How introductions work

We provide information and context and, where there is genuine interest, connect the investor directly with the relevant provider, issuer, developer or company. Equity Compass does not receive, hold or control investor funds.

04 · Relationship

A considered relationship

Our role is to help clients navigate selected opportunities with clearer questions and better context. We do not provide personal investment advice and an introduction should never be treated as a recommendation or guarantee.

Our role

Information and introduction. Direct relationship thereafter.

Where an investor wishes to explore an opportunity, the commercial relationship is with the underlying provider, issuer, developer or company — not with Equity Compass.

1 · Context

Understand the opportunity

We explain the structure, principal considerations and the information available to us.

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2 · Introduction

Speak directly

Interested investors are introduced directly to the relevant third party to ask questions and review its documentation.

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3 · Transaction

Deal directly

If an investor chooses to proceed, any subscription or payment is made directly with that third party. Equity Compass does not take custody of investor capital.

Areas we follow

Selected opportunities beyond public markets.

Property

Property & Development

Income-oriented and growth-oriented opportunities considered around the project, developer, structure, use of capital and proposed route to repayment or value realisation.

Private Capital

Startups & Private Markets

Selected early-stage and scaling companies raising equity to build products, grow teams, expand distribution or progress toward their next commercial stage.

Tax Efficient

Tax-Efficient Opportunities

EIS and SEIS opportunities considered first on commercial merit, with qualifying tax relief treated as part of the structure rather than the entire investment case.

Alternative Assets

Specialist Alternatives

A focused approach to premium whisky, high-grade Pokémon trading cards and selected collectible timepieces, with emphasis on provenance, condition and resale depth.

Due Diligence

Before an opportunity reaches an investor, there should be questions.

Our review is intended to build a clearer picture of what sits behind an opportunity before we make an introduction. The depth and evidence available vary by sector and stage, but the objective is consistent: understand the people, structure, economics and assumptions rather than rely on presentation alone.

01 · People

Management & background

Key people, corporate history, relevant track record, ownership and the experience needed to execute the stated plan.

02 · Structure

Capital & documentation

Corporate or project structure, use of funds, investor position, provider documentation and contractual terms where available.

03 · Commercial

Model & evidence

Financial information where available, market, traction, counterparties, project assets, security and material assumptions relevant to the opportunity.

04 · Outcome

Reporting & exit assumptions

How progress is reported, what has to happen for repayment or liquidity, what could delay it and what risks sit between the current position and the proposed outcome.

Tax qualification where relevant

For EIS or SEIS opportunities, evidence around qualifying status is considered alongside the commercial case. Relief remains subject to HMRC rules, continued qualifying conditions and individual eligibility.

Risk & conflicts

We consider identifiable downside, dependence on key assumptions, liquidity, conflicts and areas where evidence is limited. Due diligence can reduce uncertainty; it cannot eliminate risk or guarantee an outcome.

Equity Compass provides information and introductions and does not provide personal investment advice or receive, hold or control investor funds. Some opportunities may be high risk, illiquid, unregulated or subject to investor restrictions. Capital is at risk and tax treatment can change.

Next step

Explore only what is relevant.

If an area is of genuine interest, we can provide further context and, where appropriate, make a direct introduction to the relevant provider, issuer, developer or company.

Speak to us Read News & Insights

Property & Development

Property strategies built around the project, not the headline.

Equity Compass introduces selected UK property and development opportunities, from fixed-term income-oriented structures to growth-led participation. The starting point is the underlying project: who is delivering it, how capital is used, what supports the structure and how repayment or value realisation is expected to occur.

Development approach

Creating residential value from underused space.

A meaningful part of the UK development market is about repurposing what already exists. Underused commercial buildings can, where planning and Permitted Development Rights allow, be converted into residential accommodation — often in regional locations benefiting from wider regeneration.

01 · Source

Identify the site

Look for acquisition opportunities where location, existing use, local demand and the purchase basis create a credible development case.

02 · Plan

Planning & PDR

Understand the planning position, permitted-development route where relevant, proposed unit mix and the practical constraints of conversion.

03 · Deliver

Convert & build

Capital is deployed into acquisition, professional fees, construction and conversion, with cost control and contingency central to the outcome.

04 · Realise

Refinance or sell

Completed assets may be refinanced, rented or sold. The proposed exit route matters because it ultimately supports repayment or value realisation.

Planning, construction, valuation, refinancing and market conditions can all change. A physical property asset does not remove investment or counterparty risk.

Investor structures

Income-oriented and growth-oriented participation.

The same underlying property strategy can be accessed through very different structures. We focus on understanding exactly where the investor sits and what has to happen for the expected outcome to be achieved.

Fixed term

Income-oriented structures

Some opportunities use a defined-term property-backed note or similar structure. The key questions include use of funds, issuer or SPV, contractual term, payment mechanics, security arrangements, reporting and the source of repayment at maturity.

Development value

Growth-oriented participation

Other opportunities are more directly linked to value created through acquisition, planning, conversion, development and sale. Potential upside can be greater, but so can exposure to cost overruns, delays, valuation movements and liquidity constraints.

Due diligence

What we look at before an introduction.

Developer & track record

Experience, previous projects, corporate history, delivery capability and the people responsible for acquisition, construction and finance.

Acquisition & valuation

Purchase basis, current and projected valuation evidence, local comparables and whether the project economics retain sensible headroom.

Planning & permissions

Existing use, planning status, Permitted Development Rights where relevant and any assumptions required before works can proceed.

Costs & contingency

Construction budget, professional fees, finance costs, programme, contingency and the sensitivity of the project to delays or inflation.

Security & investor position

Where security is offered, we look at what it actually covers, priority, trustee or charge arrangements and the practical limitations of enforcement.

Exit & reporting

Refinancing or sale assumptions, maturity mechanics, reporting frequency and what happens if the anticipated exit takes longer than planned.

Historical development examples

From commercial buildings to new homes.

The examples below are drawn from historical projects supplied by a development counterparty and illustrate the kind of conversion and regeneration experience we may review when assessing a property opportunity.

Weybridge · Surrey

26-apartment residential development

A residential scheme comprising studios, one-bedroom and two-bedroom apartments in a well-connected Surrey location. The project illustrates the importance of acquisition basis, unit mix, local demand and the relationship between total project cost and completed value.

26apartments

3unit types

Ipswich · Suffolk

Repurposing redundant commercial space

A dormant commercial building with planning for conversion of its upper floors into 18 apartments. The project demonstrates a core regeneration theme: bringing an underused town-centre structure back into productive residential use.

18apartments

17 + 1one-bed + two-bed

These are historical third-party development examples, not current Equity Compass opportunities. Past project experience, valuations or outcomes do not predict the result of any future investment.

How an introduction works

Understand the project. Then speak directly to the provider.

Where a property opportunity is relevant, Equity Compass provides context and makes the introduction. The investor then reviews the provider’s own documentation, asks questions directly and, if they choose to proceed, transacts with the underlying issuer, developer or provider. Equity Compass does not receive, hold or control investor funds.

Speak to us How we assess opportunities

Startups & Private Markets

Private capital for companies building their next stage.

Equity Compass introduces selected private-company opportunities where new equity has a defined commercial purpose. We focus on the product, people, market, use of funds, route to growth and what must happen before shareholders may ultimately see liquidity.

Growth capital

What private-company funding can actually be used for.

For an early-stage or scaling business, new equity should have a clear job. We look at where capital is going and whether the spend connects to a credible next commercial stage.

01 · Product

Build & improve

Product development, technology, IP, testing, data capability and the infrastructure needed to move from concept to a stronger commercial product.

02 · Team

Hire for growth

Specialist hires across technology, sales, operations, finance, marketing or leadership, matched to the company’s next-stage plan.

03 · Customers

Acquire & retain

Customer acquisition, analytics, conversion, retention and performance marketing — with attention to whether the economics can become repeatable.

04 · Market

Launch & scale

PR, partnerships, distribution, influencers, paid media and B2B relationships can form the route to market when linked to measurable progress.

What we assess

Beyond the pitch deck.

Private companies can move quickly, but can also be difficult to value and exit. Our review centres on the business and the assumptions underneath the raise.

Product & problem

What the company sells, who it is for, the problem it addresses, how developed the product is and evidence of customer demand.

Management & governance

Founder experience, senior team, advisers, ownership, decision-making and whether the people around the company can deliver the stated plan.

Market & competition

Addressable market, competition, differentiation, pricing power, barriers to entry and the route to winning customers.

Valuation & structure

Share price, pre- and post-money valuation, capital already raised, dilution and the economic position of new investors.

Use of funds & runway

How much is being raised, where it will be spent, how long it should last and what milestones are expected before another funding need.

Reporting & liquidity

How investors are updated, the KPIs that matter and realistic routes to future liquidity such as later rounds, acquisition, secondary transactions or a listing.

Private-company shares can be high risk and illiquid. Valuations can change materially and any later funding, acquisition, secondary sale or listing is a possible pathway, not a promised outcome.

Commercial progression

From product to scale.

Build

Strengthen the proposition

Develop product, technology and operational capability to support real customers.

Launch

Prove demand

Measure acquisition, engagement, retention and the early economics of the business.

Scale

Expand distribution

Grow consumer channels, B2B relationships, partnerships, geography or adjacent products where the data supports it.

Evolve

Prepare for what comes next

Further capital, strategic partnerships, acquisition interest, secondary liquidity or a public-market route may become possible over time.

Tax-efficient private capital

EIS and SEIS can sit alongside the commercial case.

Some qualifying private-company raises may be eligible for EIS or SEIS. Where relevant, we treat tax relief as part of the structure rather than a substitute for assessing the company, valuation, management and commercial plan.

Explore Tax-Efficient Opportunities

How an introduction works

Understand the company. Then speak directly to it.

Where an opportunity is relevant, Equity Compass provides context and makes the introduction. The investor reviews the company’s own documentation, speaks directly with its founders, directors or representatives and, if they proceed, subscribes directly with the underlying company or issuer. Equity Compass does not receive, hold or control investor funds.

Speak to us How we assess opportunities

Tax-Efficient Opportunities

Tax relief can improve the structure. It should not replace the investment case.

Equity Compass introduces selected private-company opportunities that may qualify for the Enterprise Investment Scheme (EIS) or Seed Enterprise Investment Scheme (SEIS). We look first at the company, people, valuation, use of funds and commercial plan — then at how qualifying tax relief may affect the investor’s overall position.

EIS & SEIS

Two schemes designed to support investment into qualifying UK growth companies.

The reliefs can be meaningful, but they depend on both the company and investor meeting HMRC conditions. They do not make an investment low risk and they do not guarantee that capital will be returned.

30%

Enterprise Investment Scheme

Qualifying EIS subscriptions can generally attract Income Tax relief at 30%, subject to the relevant conditions and available tax liability. Additional capital-gains and loss-relief provisions may also apply where the statutory requirements are met.

50%

Seed Enterprise Investment Scheme

SEIS is aimed at smaller, earlier-stage qualifying companies. Qualifying subscriptions can generally attract Income Tax relief at 50%, with additional capital-gains and loss-relief provisions potentially available subject to the rules.

Tax treatment depends on individual circumstances and can change. Relief may be reduced, withdrawn or unavailable if the relevant conditions are not satisfied.

How the reliefs can matter

Useful tax treatment around a genuinely high-risk asset class.

01 · Upfront

Income Tax relief

A qualifying subscription may reduce an investor’s Income Tax liability, subject to the scheme rules, limits and the investor having sufficient tax liability against which to claim.

02 · Timing

Carry-back can apply

In some circumstances qualifying EIS or SEIS subscriptions can be treated as made in the previous tax year, subject to the applicable limits and eligibility rules.

03 · Disposal

Capital-gains treatment

Where the relevant conditions and holding period are satisfied, gains on qualifying shares can receive favourable Capital Gains Tax treatment. The detail varies between the schemes.

04 · Downside

Share Loss Relief

If qualifying shares are ultimately disposed of at a loss, Share Loss Relief may reduce the investor’s effective loss, subject to the tax rules and after taking account of relief already received.

Share Loss Relief is a tax relief, not capital protection, insurance or a government guarantee. EIS and SEIS status does not remove the risk of losing some or all of the money invested.

What we assess

Commercial merit first. Tax efficiency second.

A generous tax wrapper cannot turn a weak company into a strong opportunity. Our review centres on the business underneath the relief.

Management & ownership

Founder experience, senior team, governance, existing shareholders and whether the people involved can credibly execute the plan.

Product & market

What is being sold, who the customer is, evidence of demand, competitive position and the practical route to winning and retaining customers.

Valuation & dilution

Share price, pre- and post-money valuation, capital already raised, future funding needs and what additional rounds could mean for existing shareholders.

Use of funds

Where new capital will be spent, how long it is expected to last and which commercial milestones should be reached before further funding is required.

Qualifying position

Where EIS or SEIS is relevant, we look for the company’s supporting tax documentation and status while recognising that tax qualification is not a judgement on investment quality.

Liquidity & exit assumptions

Private-company shares are usually illiquid. We examine any proposed routes to liquidity — later rounds, secondary transactions, acquisition or listing — as possibilities rather than promised outcomes.

Regulatory position

Clear about what Equity Compass is — and what it is not.

Equity Compass is not FCA-authorised or regulated.

We operate as a specialist third-party introducer and consultancy. We provide information and context and make introductions; we do not provide personal investment advice, manage investments or receive, hold or control investor funds.

EIS or SEIS does not mean FCA-approved.

Qualification for a tax scheme relates to HMRC rules. It is not an FCA endorsement, a statement that an investment is suitable, or a guarantee that the company will succeed. Certain private-company opportunities may also be unregulated or subject to restrictions on who may receive a financial promotion.

Financial promotions concerning investments are subject to UK law. Depending on the communication and investor, an approved promotion or a valid exemption may be required. Investors should obtain their own legal, tax or financial advice where appropriate.

How an introduction works

Understand the company and the tax position. Then speak directly to the issuer.

Explore Startups & Private Markets Speak to us

Alternative Assets

There are always alternatives beyond traditional markets.

Our approach is deliberately focused. Rather than trying to cover every collectible or alternative market, Equity Compass concentrates on areas where we have genuine relationships and a practical route to access — principally high-grade Pokémon trading cards, with premium whisky as a secondary area we can explore where appropriate.

Primary focus

PSA 10 Pokémon cards.

For clients interested in collectible cards, our focus is the upper end of the Pokémon market: authenticated, professionally graded cards where condition, scarcity and buyer demand can be assessed with greater discipline than simply buying ungraded product.

01 · Grade

PSA 10 Gem Mint

PSA describes a 10 as Gem Mint — a virtually perfect card. Grading provides a recognised condition benchmark, but the grade alone does not determine value.

02 · Scarcity

Edition & population

Set, year, print characteristics, rarity and the number of examples graded at the same level can all influence how scarce a particular card really is.

03 · Market

Demand & resale depth

Historical sales, collector demand and the number of credible buyers matter. A rare card is only commercially useful if there is a market willing to transact.

04 · Provenance

Authenticity & custody

Certification, ownership history, secure storage, insurance where appropriate and verification of the physical asset are central to a disciplined purchase.

PSA 10 is a condition grade, not a promise of future appreciation. Individual cards can rise or fall significantly in value and liquidity varies by card, set and market conditions.

Our access

A relationship-led route into specialist Pokémon collecting.

Elite 4 Collectibles, Cambridgeshire

Equity Compass has an existing relationship with Elite 4 Collectibles in Cambridgeshire. Where a client wishes to explore higher-grade Pokémon cards, that relationship gives us a practical route to introduce them to a specialist who can assist with sourcing and access to PSA-graded cards.

Equity Compass does not grade cards, set independent market values, take custody of client assets or guarantee resale. The client deals directly with the relevant specialist or seller and should satisfy themselves on price, authenticity, condition, storage and liquidity before acquiring any collectible.

What we look at

The card matters more than the headline.

Comparable sales

Recent realised prices can provide useful context, but asking prices are not the same as completed transactions and past sales do not guarantee future value.

Population & rarity

We consider the population at grade alongside the total number known, the importance of the set and whether scarcity is structural or simply temporary.

Entry price

Even a highly desirable collectible can be a poor purchase if acquired at an unrealistic price. Entry valuation remains central to the risk.

Storage & insurance

Physical condition is part of the asset. Secure custody, appropriate protection and insurance where relevant should be considered from the outset.

Time horizon

Collectibles can require patience. There may be no suitable buyer when an owner wants to sell, and forced sales can materially affect realised value.

Concentration risk

A small number of individual cards can create highly concentrated exposure. Collectibles should be viewed within the investor’s wider financial position.

Additional access

Premium whisky — another string to the bow.

We also have contacts within the premium whisky market. It is not currently an area Equity Compass is actively promoting, but where a client has a genuine interest we can explore whether an appropriate specialist introduction is available.

What matters

Producer, age, provenance, authenticity, storage, title, condition, rarity and the practical resale market all affect the quality of a whisky collectible.

Our position

This remains secondary to our Pokémon focus. We would rather be transparent about the depth of our involvement than present a broader capability than we currently use.

How an introduction works

Access to the specialist. Ownership directly with the client.

Where a client wants to explore an alternative asset, Equity Compass provides context and makes the relevant introduction. The client then deals directly with the specialist, dealer or seller. Equity Compass does not receive, hold or control client money or take custody of the asset.

Equity Compass is not authorised or regulated by the FCA and does not provide personal investment advice. Collectibles can be speculative, illiquid and difficult to value. Some transactions may fall outside FCA regulation and the protections available will depend on the specific arrangement. Capital is at risk.

Speak to us How we assess opportunities