Frequently Asked Questions

SyndicateRoom operates a nominee structure. This means we group together all individual investments under a single nominee, greatly easing the administrative burden for both you and the companies that raise finance on SyndicateRoom.

This means that each company has only one legal shareholder to represent all platform investments (SyndicateRoom Nominees Ltd). Any investment by Fund Twenty8 is transacted separately and treated as an independent investment.

In practice, the nominee focuses the flow of communication between investors and the companies they have invested in, resulting in a faster and more efficient process.

How does it work?

Very simply: it acts as a go-between for you and the companies you invest in, easing the administrative burden. The nominee is the legal owner of your investments, but you remain the beneficial owner and retain full economic rights to your shares. This arrangement is created at the point when you decide to invest.

The nominee will take care of all communications surrounding the closure of SyndicateRoom investment monies and (S)EIS documentation for the SyndicateRoom investors (the underlying, beneficial shareholders).

We'll also handle all ongoing actions between the company and SyndicateRoom investors regarding, for example, pre-emption raises and shareholder voting, for the life of your investment.

In the unlikely event that SyndicateRoom or the nominee service provider cease trading, shares held by the nominee will be transferred to you as the beneficial owner and you will then become the direct shareholder; alternatively you can instruct that the shares are transferred to a replacement nominee of your choice.

SEIS and EIS certificates

The SyndicateRoom nominee keeps share certificates on your behalf and arranges SEIS and EIS certificates, so neither you nor the company you've invested in have to worry about burdensome paperwork. You still receive a confirmation of your investment as well as your SEIS and EIS certificates to keep hold of.

Voting

Importantly, the SyndicateRoom nominee does not make voting or other decisions on your behalf. Instead, it collects votes or decisions from the investors and passes these on to the company. You are not prevented from attending company meetings such as AGMs.

Reporting

SyndicateRoom will provide any company updates and an annual review of all your investments.

Company exit

The SyndicateRoom nominee will administer your investment in the case of dividend payments or an exit.

Investor fees

There are no upfront or ongoing fees for investors – you keep any profits from your investments.

Governance and Risk Disclosures

Syndicate Room Ltd ("Syndicate Room") is an investment management firm authorised and regulated by the Financial Conduct Authority ("FCA").

Below you can find disclosures from the firm which relate to our:

• Governance arrangements

• Risk management objectives and practices

• Capital adequacy and own funds requirements and assessments

• Remuneration policies and practices

The investment policies of any individual investment product under Syndicate Room’s management are specific to that individual product, and you should refer to the Information Memorandum of a given fund for more information.

These disclosures are updated annually following the firm’s ICARA assessment and subsequent report to the FCA (due each August), or more frequently in the case of material interim changes.

Governance and Risk

Under the FCA’s requirements, a dedicated individual is named responsible for the Compliance Oversight of the firm in accordance with FCA rules and regulations. This individual is presently Francesca O’Brien. Francesca has been assessed and approved for this role by the FCA under the regulator’s Senior Managers regime, and she can be contacted with any queries at francesca@syndicateroom.com.

Francesca works together with the firm’s Board of Directors to establish and monitor the firm’s compliance arrangements, including its capital adequacy requirements and assessments.

The day-to-day risk management of the firm’s business is established and monitored through a framework of policies, procedures, systems and internal controls that take account of relevant laws, standards, principles and rules, including (but not limited to) the FCA’s requirements for Syndicate Room's firm type and the activities the firm undertakes. Overall this framework is designed to ensure the firm operates with the utmost integrity and professionalism within the market for the benefit of the protection of both clients and the reputation of the market as a whole, in line with the FCA’s Consumer Duty objectives. Overall it is the responsibility of the firm’s Board of Directors to ensure that risk management is appropriate, fit for purpose and up to date, and this is an important part of the work the Board undertakes in its management of the firm.

The “ICARA” - Internal Capital Adequacy process - is a process by which the firm’s Board reviews and considers the market, operational, credit and other relevant or possible risks the firm is subject to on an ongoing or acute basis, as well as how to mitigate and/or hold capital against the possibility of foreseeable or unexpected costs arising should such risks materialise and result in loss. Syndicate Room’s Board considers these risks on a conservative basis as the firm has an overall low appetite for risk. This process includes scenario and stress testing based on different possible events and outcomes.

The firms revenue is impacted by, but not solely linked to, the performance of the funds it manages. Under its determination of the requirements of the FCA’s Consumer Duty, the firm does not link its fees to the paper valuations of its underlying fund portfolios, but it may receive a performance fee only where an investment performs well objectively (an actual cash return is made to an investor). The firm is not reliant on non-guaranteed performance fees (also known as carry) for its financial standing. The firm’s financial position is further not intrinsically tied to prevailing market conditions (the firm does not have a trading book) though market conditions are considered a relevant factor in the firm’s overall capacity to receive new investment (for example an overall market downturn is presumed to impact the firm’s overall financial wellbeing). The firm operates only in GBP sterling and is not subject to interest rate, foreign exchange or currency risk.

Although the firm has one significant professional client (British Business Investments) the firm has a number of retail client customers, and so its client concentration risk is mitigated by having multiple client relationships as well as its focus on, and ability to, bring in new clients via its marketing efforts, both for existing and new product types.

Operationally, the firm is largely managed remotely online and is heavily digitised in its practices. It is at risk of loss resulting from inadequate or failed internal processes (including cyber, cloud, software and digital) as well as personnel and legal risk. The firm holds capital against these risks and is also insured against professional and legal and other risks, though it does not rely on insurance cover for capital adequacy assessments as required by the FCA. The firm has established and implemented effective operational policies and procedures, training and internal controls, designed to mitigate operational risks to an acceptable level.

The firm’s fees are partially guaranteed (in that they are deducted at first point of payment of an investment) and partially conditional on positive performance, which creates some credit risk. Contractual arrangements are in place to ensure the appropriate payment of fees (which are deducted from returns) against agreed arrangements. The firm holds client money and assets in accordance with the FCA’s CASS rules.

Capital adequacy and own funds

Collectively, Syndicate Room’s Directors are responsible for setting and monitoring the firm’s risk appetite. The firm’s Directors meet on a periodic basis and discuss current projections for profitability, cash flow, regulatory capital management, business planning and risk management. On an annual basis the firm reviews and prepares its “ICARA” process - the outcomes of which are reported to the FCA - and this considers the adequacy of the firm’s regulatory capital resources, to ensure it has sufficient capital to operate effectively and in the light of risks the business faces at that time and in consideration of its prior financial year audited accounts, as well as current financial standing.

In line with the FCA’s requirements, the firm must maintain, at all times, capital resources equal to (or in excess of) the higher of the Firm’s base capital resources requirement for its firm type (£150,000) or variable capital resources requirements, it’s Liquid Assets Threshold Requirement (LATR) and Own Funds Threshold Requirement (OFTR). The Liquid Assets Threshold Requirement (LATR) is calculated from 1/3rd of the firm’s fixed overheads based on the prior audited financial year. The Own Funds Threshold Requirement (OFTR) is calculated from 1/4 of the firm’s annual expenditure (baseline costs) based on the prior audited year. The LATR must be capital held in the form of cash and cash equivalents and stands at £274k (based on 2024 audited year). The OFTR stands at £206k plus an additional £65k allocated to a 3 month winding down process and to market, operational, credit and other risks faced by the firm, and so stands at a total of £271k (based on 2024 audited year). The firm is also required to assess “K-Factors” that consider its rolling client money and assets levels, though these currently are not at a threshold that is close to exceeding the LATR or OFTR requirements, and so are not at present relevant for the firm’s determination of its capital adequacy levels.

Remuneration policies

The firm’s remuneration policies are determined by the Board of Directors. At present, no Director or employee receives a gross salary in excess of £100,000 and no Director or employee is paid any commission or incentive-based pay around any aspect of the fund’s business, including but not limited to: investment received into any products or the fiscal performance of any products. The firm’s fees and salaries are not linked to the underlying performance of any products though the firm may be paid performance fees (variable on a product basis) upon a successful realisation or payout from a given investment product only (as determined at the individual product level), based on an actual market event or realisation, and not subjectively tied to the paper valuation of any investment.

Investing in any type of equity carries significant risk, however, investing in startups is particularly risky due to the early-stage nature of the business and inherent lack of liquidity. You should not invest unless you are prepared to sustain a total loss of the money you have invested.

Any decision to invest must be made on your own account and you must read all the documentation that is provided in relation to the investment opportunity. SyndicateRoom will not provide any advice on these investments, we will only execute the transactions for you. You will therefore be responsible for any loss as a result of any investment you make.

Please ensure you fully read and understand the risks involved in any decision you make. If you have any doubt whether or not an investment is suitable for you, you should obtain independent expert advice.

The funds SyndicateRoom operates which are currently accepting investment can only accept investment from people in the UK, EU, Nordic countries, United Arab Emirates, Singapore, New Zealand, Peru and Hong Kong.

At present we cannot accept investments from the US, Canada, Tunisia, Brazil or Argentina.

If you aren’t sure whether you can invest from where you are, please contact us and we’ll be able to let you know.

When you join SyndicateRoom you will have to certify that you are one of the following:

1. Sophisticated investor

• I am working, or have worked in the two years prior to the date below, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises; or
• I am a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date below; or
• I have made more than one investment in an unlisted company in the two years prior to the date below; or
• I am currently, or have been in the two years prior to the date below, a director of a company with an annual turnover of at least £1 million.

2. High-net-worth individual

• I had, during the financial year immediately preceding the date below, an annual income to the value of £100,000 or more; or

• I held, throughout the financial year immediately preceding the date below, net assets to the value of £250,000 or more. Net assets for these purposes do not include:

• The property which is my primary residence or any loan secured on that residence;

• Any rights of mine under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or

• Any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependants are), or may be, entitled.

You can start the registration process here (don’t worry, you’re not committing to invest if you join and it's free to sign up). Essentially, you’ll be certifying that you understand the risks of investing in early-stage companies and that you can make your own decisions.

Syndicate Room Ltd (“the firm”) takes complaints very seriously. Effective and transparent procedures for the reasonable and prompt handling of complaints have been established, implemented and maintained by the firm and are described below.

In the first instance, if you have a complaint, you should direct this to our CEO, Graham Schwikkard, at:

Syndicate Room Ltd
Wellington House
East Road
Cambridge
Cambridgeshire
CB1 1BH

All complaints must be made in writing, either by post to the above address, or by email using contactus@syndicateroom.com.

(1) These procedures:

• Allow complaints to be made by eligible complainants and any reasonable means
• Recognise complaints as requiring resolution

(2) Once a complaint has been received by the firm, the firm will:

(2.1) Investigate the complaint competently, diligently and impartially

(2.2) Assess fairly, consistently and promptly:

• The subject matter of the complaint
• Whether the complaint will be upheld
• What remedial action or redress (or both) may be appropriate
• If appropriate, whether it has reasonable grounds to be satisfied that another firm may be solely or jointly responsible for the matter alleged in the complaint, taking into account all relevant factors

(2.3) Offer redress or remedial action when it decides that this is appropriate

(2.4) Explain to the complainant promptly and, in a way that is fair, clear and not misleading, its assessment of the complaint, its decision on it, and any offer of remedial action or redress

(2.5) Comply promptly with any offer of remedial action or redress accepted by the complainant

(3) The firm aims to resolve complaints at the earliest possible opportunity, minimising the number of unresolved complaints which need to be referred to the Financial Ombudsman Service. Where a complaint against the firm is referred to the Financial Ombudsman Service, the firm will cooperate fully with the Financial Ombudsman Service and comply promptly with any settlements or awards made by it.

(4) On receipt of a complaint, the firm will:

• Send the complainant a prompt written acknowledgement providing early reassurance that it has received the complaint and is dealing with it
• Ensure the complainant is kept informed thereafter of the progress of the measures being taken for the resolution of the complaint.

(5) If we consider a complaint to have been resolved by the close of business on the third business day following receipt, we will send you a ‘summary resolution communication’, which:

• Refers to the fact that the complainant has made a complaint and informs the complainant that the respondent now considers the complaint to have been resolved
• Tells the complainant that if he subsequently decides that he is dissatisfied with the resolution of the complaint, he may be able to refer the complaint to the Financial Ombudsman Service
• Provide the website address of the Financial Ombudsman Service and refer to the availability of further information on this website: www.financial-ombudsman.org.uk

(6) If (5) does not apply, the firm will, by the end of eight weeks after its receipt of the complaint, send the complainant a final response; or a written response which:

• Explains why it is not in a position to make a final response and indicates when it expects to be able to provide one
• Informs the complainant that he may now refer the complaint to the Financial Ombudsman Service
• Encloses a copy of the Financial Ombudsman Service standard explanatory leaflet

It is expected that within eight weeks of their receipt, almost all complaints to the firm will have been substantively addressed by it through a final response or response.