Newton Ventures

VII. Funding Channels and Capital Provider Access

Our Network.

Our Group works with selected associates, Introducers, Funding Channels and professional counterparties where relevant to a Client’s Funding Request.

I.Our Associate Network

The role of each party depends on the nature of the transaction, the funding type, the jurisdiction, the proposed security and the due diligence required.

Our Group remains the Client’s main point of contact during the early review and preparation stages unless otherwise agreed. Where a Funding Channel becomes involved, our Group assists with coordination, communication and process management.

II.

Funding Channels

Our Group works with Funding Channels that can assist with reviewing the Capital Request File, identifying suitable Capital Providers, producing the Letter of Engagement and Indicative Terms, managing due diligence, providing a data room, preparing the Investment Memorandum and progressing the matter towards Binding Written Offer Terms. Each Funding Channel has its own process, documentation and fees, which our Group explains to the Client before the Capital Request File is submitted. Our Group may also submit the Capital Request File directly to a Capital Provider, without a Funding Channel (the Direct to Capital Provider Route); where it does, that Capital Provider issues the LoE & ITs and is named to the Client when they are issued.

Where applicable, our Group’s principal Funding Channel provides access to a broad network of Capital Providers and structured funding partners. Its role may include reviewing our Group’s Capital Request File, matching the Funding Request against Capital Provider criteria, obtaining indicative commercial terms, producing the Letter of Engagement and Indicative Terms, undertaking due diligence, allocating a dedicated analyst, providing director-level oversight, coordinating Capital Provider engagement and assisting with final offer terms and Completion.

Our Group’s principal Funding Channel is supported by a specialist team in London and representative offices in multiple jurisdictions. It has structured and closed transactions internationally and works with a broad financial network including family offices, direct funding lines and structured funding partners.

III.Capital Providers and Client Engagement

Capital Provider engagement takes place at the appropriate stage of the process and will depend on the requirements of the relevant Funding Channel, Capital Provider and transaction — most prefer direct engagement with the Client after the Investment Memorandum, where one is produced, has been prepared and they have reviewed the Client’s data room following full due diligence. The exact timing will be explained on a case-by-case basis.

Specific Capital Provider names are not disclosed to the Client until at least the Letter of Engagement and Indicative Terms have been signed and all relevant fees payable at that stage have been paid. Where a Capital Provider issues the LoE & ITs directly, it is named to the Client when they are issued. Before the Client decides whether to sign the LoE & ITs, our Group and/or the Funding Channel may provide appropriate information about the relevant Capital Provider’s jurisdiction, corporate structure, size, general profile and relationship with the Funding Channel and/or our Group, where applicable and permitted. See below for why names are withheld until this stage.

IV.Confidentiality and Funding Relationships

Our Group and its Funding Channels protect their funding relationships, commercial process and confidential counterparties. Premature disclosure of specific Capital Provider names can create confidentiality, circumvention and process risks, and may also cause Funding Channels or Capital Providers to disengage.

Our Group’s objective is to give the Client enough information to make an informed decision, while also protecting the confidentiality and commercial integrity of the funding relationships involved.

Important Note

Our Group’s role is to assist, facilitate and coordinate the Funding Request. Newton Ventures does not guarantee funding and does not act as a proprietary lender. Any funding remains subject to due diligence, final approvals, legal documentation and the requirements of the relevant Funding Channel and/or Capital Provider.