UNDERSTANDING

YOUR RIGHTS

We want to send you a big thank you from everyone here at The Coaching Masters! We are very passionate about sharing education with the world, and with your support, we will be able to take a huge step closer towards our vision for the future.

THE COACHING MASTERS GROUP & EIS TAX RELIEF

The Coaching Masters Group Limited (13902979) is a holding company and is based in the UK. This company owns all our international subsidiaries across the world in Dubai, Hong Kong, and Indonesia. By investing in The Coaching Masters Group Limited, you are investing in everything we are doing at The Coaching Masters – from Coachapp, to Coachflix to Cafe Coach and to Alternalearn, including everything else we continue to develop under the TCM brand. This new company has been formed to create the group so that investors can invest in the whole international company. Please note that ‘The Coaching Masters Limited’ (11380273) was dissolved on 31/01/2022 to form a new group and bring additional tax benefits to our shareholders under the Enterprise Investment Scheme (EIS), which is only eligible for new companies. This has been accepted and approved. Through EIS, eligible investors can claim up to 30% income tax relief on investments up to ¬£1 million per tax year.

INVESTMENT VALUATION & DISCOUNT

The Coaching Masters hold two valuations prepared by an independent financial institution, one $25,000,000 and one at $28,000,000. To encourage the speed of the investment, which will allow us to move into growth as soon as possible, we have decided to offer equity based on a lower valuation of just $20,000,000 offering an immediate 20-29% return on your investment. The last valuation we received was in February 2022; since then, we have continued to go revenue, receive investment & develop new technologies, meaning the company is likely already worth more than the initial valuation.
However, we have decided to take on this final round of angel investment to put us in a stronger position to get re-valued and go for institutional funding in 2024.

SHARE CLASS

The shares you will receive are B2 Shares which carry no voting rights, but they do carry economic rights. Please note that the shares you are purchasing are non-voting, so you won’t be involved in the day-to-day running or control of the business. This will not affect your right to sell your shares when you so wish to if you do so in accordance with the articles of association. Your economic rights relate to the financial benefits attached to shares, such as the distribution of proceeds upon a sale of the Company and the right to receive dividends.

DUE DILIGENCE & ARTICLES OF ASSOCIATION

Upon completing your investment, we will provide a download to our ‘Data Room’ This is an exhaustive list of all company information and proof of things, such as the independent valuation and various other information on company structure and formation. This list is extremely comprehensive and is just provided for transparency; however, you do not need to view it all unless there is something you wish to validate or understand more about. Upon pledging your investment, you will have a 14-day cooling-off period, where you can seek legal advice and study any information further if you want to. You have already been sent your articles of association in your investment pack, which is a very standard document that acts as the company’s constitutional document and is publicly available at Companies House. The articles automatically bind every shareholder in the company to these agreements, like shareholder’s agreement. This includes the rights the company offers to its shareholders, such as proceeds from the sale or acquisition of the business and an annual dividend when there are funds available to distribute from profit. (Note that most private companies do not pay dividends until later in their lifecycle as the initial objective is to re-invest to grow and increase the valuation of the company.

MINORITY SHAREHOLDERS RIGHTS

A company’s shareholders collectively decide important decisions for the company by voting on resolutions at shareholder meetings. Each shareholder’s power in the company correlates with the power of the voting rights attached to the shares. Technically, you are a minority shareholder if you have less than 50% of voting rights in a company. Hence, any one shareholder with more than 50% of voting rights has broad powers to appoint and remove directors and approve shareholder measures that only require more than 50% of the votes. Consequently, the law requires shareholders with 25% or more voting rights to register as a person of significant control. In practice, these shareholders can block special resolutions. Special resolutions require the approval of 75% or more shareholders to make fundamental changes to the company. Most company law disputes arise when one or more shareholders with more than 75% of the voting rights act in such a way as to impinge upon the rights of the other shareholders. As a result, the law has evolved to protect shareholders with less than 25% of voting rights in a company. Most of the rules that govern a company are in your company’s articles of association. Companies have broad powers to decide how the company will function through the votes of directorsand shareholders. However, certain laws restrict the power of your company, its directors, and the majority shareholders from undermining certain rights of minority shareholders. So, these rights remain nomatter what your company’s articles say.

INVESTMENT AMOUNT

We have already received $1,000,000 from 34 carefully selected investors who have joined us in our Ed-Tech revolution. We are accepting a final two million dollars to accelerate growth, execute our proven strategy and move into an exciting new industry in mainstream education. Investments can be made between $25,000-$2,000,000.

COMMUNICATION

Every 6 months, the CEO will provide you with an update on growth, projects and anything new happening, so you can stay connected with what is going on with your investment! You will also be invited into our private company slack channel to ensure we are as connected as we can at all times. You may wish to offer contact, support or an idea to help grow the business; although this is not mandatory, we would love to receive your feedback.

NEXT STEPS

Due to Compliance with The Financial Conduct Authority, and the Securities & Exchange Commission’s regulations in the United States, we need to ensure you’re a suitable investor. This means that you’re either :a high net worth individual, a professional investor, or a self-certified professional investor. This can be read and signed digitally in 30 seconds on the following page. We also require a standard Non-Disclosure Agreement and a Non-Complete Agreement, to just protects our confidentiality and that the information we share with you in our documentation and communication is not used for personal gain. To save time, we have added all these documents together, so you can sign them at once on the following page. You will then be re-directed to secure your investment and become a shareholder! Please note, that this is not a shareholder’s agreement or anything related to your shareholding, it’s just preliminary paperwork to ensure we are compliant and protected.