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10.25% to 13.25% Fixed returns INVESTMENT MEMORANDUM Co-working, the hottest property asset class Coworking is the new global megatrend. By 2020 more than 65 million small businesses are expected to join. //US Bureau of Labor
Transcript
Page 1: INVESTMENT MEMORANDUM - Optamac · placed to take advantage with its first Coworking office set to open in September 2016. Our//Space Birmingham Birmingham ranks as the highest UK

1025 to 1325Fixed returns

INVESTMENTMEMORANDUM

Co-working the hottest property asset class

Coworking is the new global megatrend By 2020 more than 65 million small businesses are expected to join US Bureau of Labor

OurSpace Dubai

Why Coworking ldquoItrsquos where the power and support of community enables individuals to achieve better things togetherrdquoAs a result delivering the highest possible returns of any property asset class

2

OurSpace DubaiOurSpace Dubai

Debenture Value

$50000

$75000

$125000

$250000

Actual Return pa

$5625

$8812

$15937

$33125

Current Savings Rate Actual at 05 pa

$250

$375

$625

$1250

OurSpace is a boutique Coworking space provider with capitalisation of $66 million to open at least 50 locations in multiple key international gateway cities over the next 3-5 years An extremely strong management team have created a vision that will take the OurSpace community to over 50000 Members and deliver the value add that the workforce of the future is crying out for Our first locations in Dubai (UAE) Miami New York and Birmingham (UK) are set to be unrivalled in the Coworking community More new locations are in the pipeline for London Hong Kong San Francisco Sydney and Singapore

Wealthbuilder

1325

1275

1175

1125

50000 75000 125000 250000$US

MEGATRENDAn important shift in the progress of society or of any other particular field of activity any major movement

COWORKINGThe use of an office or other working environments by people who are self-employed freelance contracting or working for different employers typically so as to interact exchange ideas knowledge andor experience and share equipment

43

OurSpace DubaiOurSpace Dubai

The OurSpace difference

More than a shared office

A unique formula offers people a fun-to-belong-to environment which supports nurtures and offers cradle to grave support for individuals and companies alike

bull Collaboration

bull Networking events

bull Best of breed speakers

bull Lunch and learn sessions

bull Private equity advisor access

bull Access to VC mentors

bull Introductions to angel investors

OurSpace member benefits

List of OurSpace member benefits - ever evolving and expanding

bull Personal phone answering service

bull Free coffee tea and soft drinks

bull Free best of class internet service and speed and IT support

bull Free OurMail service

bull Face space audiovisual conferencing offices

bull Members only virtual fitness portal

bull Worldwide Wholesale Travel via OurTravel website portal or internal concierge service

bull Free private phone space

bull Member discounts with local businesses and merchants (gyms hotels restaurants etc)

bull Accessible OurSpace program experts in Excel Word Photoshop etc

bull Free OurSpace events

bull Free printing

bull Free scanning

bull Free use of Physioacoustic Soundwave therapy chairs

bull Free happy hours

bull Free massage

bull Free ECHO Water

bull Free lockers - SafeSpace

bull Free guest privileges (free friend days)

bull Free access to show off your work to other Members in ShowSpace

(OurSpace version of show and tell)

The perfect space is OurSpace

Everybody needs some space But at OurSpace YOUR space is so much more than that Our commitment to creating a sense of belonging is paramount We respect your need to progress your own World so we take pride in providing unparalleled benefits for our members

OurSpace end user membership options

$ 75

$ 195

$ 250

$ 350

$ 550

OURSPACE VIRTUAL

OURSPACE VIRTUAL PASS

SHARED SPACE

YOUR SPACE

PRIVATE SPACE

65

OurSpace DubaiOurSpace Dubai

Why invest in Coworking

The way in which the current generation uses office space to conduct their working lives has changed significantly in recent years

Coworking is only in its first stages of growth and is

set to continue on a dramatic upward trajectory over

the coming years

For the first time OurSpace provides investors the

opportunity to benefit from fixed returns by owning a

Coworking workspace debenture offering

raquo Fixed return of 1025 - 1325

raquo Income generated monthly

raquo Call option at 120 of purchase price

raquo Participation in fastest growing commercial

property sector

raquo Recession proof fixed returns

Itrsquos hard to ignore the Coworking revolution which

has been building momentum for the last few years

Coworking has evolved from a niche market into a

fully fledged alternative to the traditional office set

up

In its simplest form Coworking is just a description

of two or more people from different companies

working in the same location However fully

dedicated locations and businesses are being built to

satisfy the rapidly increasing demand

A dramatic shift in technology generational change

the huge increase in the number of independent

workers and microbusinesses and the demand for

flexibility is fuelling this growth on a global scale

Coworking locations are popping up all over the

world in all major cities and demand for seats at

these locations cannot be met in its current format

The biggest player in this market WeWorkreg was

founded in 2010 Backed by major investors including

JP Morgan Chase Goldman Sachs Fidelity and

Harvard Corp WeWorkreg recently had a market

valuation of $16 billion - without owning a single

piece of real estate

The opportunity is massive and only a small penetration is needed to generate billions in revenue WeWorkreg undisputed industry leader

Coworking benefits Growth of Coworking

INCREASE IN CREATIVITY 71 of individuals working in Coworking environments reported an increase in creativity

CAN FOCUS BETTER 68 of people say they can focus better

IMPROVED STANDARD OF WORK 62 of coworkers say that Coworking has led to an improved standard of work

GREATER CONFIDENCE 90 of coworkers have increased self-confidence

FLEXIBILITY Coworking operators such as OurSpace provide facilities with 24 hour access

90

COWORKING LOCATIONS HAVE DOUBLED WORLDWIDE EVERY YEAR SINCE 2006 DESKMAGCOM

7800

30

87

OurSpace DubaiOurSpace Dubai

This younger generation has a different expectation of how their working life

looks and they adopt a much more flexible approach to the worklife balance

Couple this with the huge increase in microbusinesses freelancers and self-

employed people who embrace the role that technology now plays in the

workplace

The freedom to work in any place at any time is now a reality and the workplaces

of the future are changing

35

OF SMALL

BUSINESSES

USE SKYPE

AS A PRIMARY

COMMUNICATION

SERVICE

There is a huge shift in the global workforce being driven by Generation Z and now the Millennials

Work any place any time

The mobile revolution

ANNUAL SPACE COSTS

Deutsche Bank estimated approximate savings of

up to 30 by utilising flexible working DTZ

28savings

$7450 $10350

$10350standard office lease

$7450Membershiprent

$2550upfront costs

$600other expenses

Ch10486191048619an1048619ging b1048619usiness dy1048619namics

MICRO BUSINESSES

EMPLOY MORE THAN 7 MILLION PEOPLE IN THE UK

MAKING UP 96

OF BUSINESSES

$850occupancy expenses

They want the ability to grow their business and increase their workforce as they

require and not have to be tied into long term fixed asset commitments

Lloyds Bank have recently announced that 30 of their18000 strong workforce

have the ability to work flexibly - allowing the bank to significantly reduce its fixed

overheads Corporate decisions like this drive demand for Coworking spaces

Freelancers and small businesses all demand greater flexibility in todayrsquos working environment

109

OurSpace DubaiOurSpace Dubai

Supply amp Demand AboutOurSpace

Demand is outstripping supply in this hugegrowth sector by a factor of 31

MICRO-1048619BUSINESSESNOW1048619 REP1048619RESENT

DTZCOM

COWORKING SPACES DOUBLED

DESKMAGCOM

OF COLLABORATIVE WORK SPACE

DESKMAGCOM

AMERICANS WILL BE FREELANCE BY 2020

US BUREAU OF LABOR

OurSpace is a boutique Coworking space provider

with capitalisation of $66 million to open at least

50 locations in multiple key international gateway

cities over the next 3 - 5 years An extremely

strong management team have created a vision

that will take the OurSpace community to over

50000 Members and deliver the value add that the

workforce of the future is crying out for

Our first locations in Dubai (UAE) Miami New York

and Birmingham (UK) are set to be unrivalled in the

Coworking community More new locations are in

the pipeline for London Hong Kong San Francisco

Sydney and Singapore

OurSpace delivers what Members want an international community of Coworking spaces

96of all business

x2Year on year

7800in 2015 compared

to 30 in 2006

65millions or 40

of the workforce

Across the globe

43

15

Across their home country

7

Across their home city

There is a high demand for flexible workspaces with coworkers interested in Memberships that allow them to access facilities

1211

OurSpace DubaiOurSpace Dubai

The goal of climbing big dangerous mountains should be to obtain some sort of spiritual and personal growth but this wonrsquot happen if you compromise away the entire process

MiamiNYC DubaiBirmingham

OurSpace Miami

Miami is the Latin capital of the US with a huge concentration of mobile workers as a result the city has an urgent demand for Coworking office space OurSpace Miami will open in the heart Brickell in downtown Miami There is a strong demand for office space in Miami however traditional provision involving lengthy leases and long term financial commitments simply donrsquot work for start ups and most small businesses

OurSpace New York

There are 53 million freelancers in America today and by 2020 50 of the US workforce will be freelancers This has catapulted growth in the small to medium enterprise (SME) sector with swelling numbers of start-ups and solopreneurs now operating across strategic central business districts (CBDs) in the states The first New York OurSpace building is perfectly located in downtown Manhattan close to Wall Street and Ultra Trendy Tribeca Demand for bespoke Coworking environments continues to outstrip supply in Manhattan as developers fail to keep pace with the exponential growth of NYCrsquos freelance economy OurSpace is perfectly placed to take advantage

OurSpace Dubai

Dubai has an urgent demand for Coworking office space OurSpace has the perfect building that will deliver the best returns to our investors and a fantastic Coworking environment for the burgeoning freelance and start up community in Dubai Small businesses need an office environment where they can network with others without having the ongoing expense of long term leases OurSpace Dubai is perfectly placed to take advantage with its first Coworking office set to open in September 2016

OurSpace Birmingham

Birmingham ranks as the highest UK city for investment prospects in the 2016 Emerging Trends in Real Estate Europe 2016 Beyond the Capital report - a forecast published jointly by the Urban Land Institute (ULI) and PricewaterhouseCoopers (PwC) The Cityrsquos rise to prominence as an investment destination is largely due to exponential expansion in the small to medium enterprise sector (SME) OurSpace has secured a building which is perfectly located in one of Birminghamrsquos most prosperous business locations home to many of the 172 million people in the UK who work on a freelance basis

Master plan(phase 1)

San Francisco

BirminghamLondon

ParisChicago

New York

Miami DubaiShanghai

Hong Kong

Singapore

Sydney

12GATEWAY

CITIES

50LOCATIONS

50THOUSAND MEMBERS

3-5YEARS

To be the largest global boutique provider of flexible office space PHASE 2 27 FURTHER CITIES

1413

OurSpace DubaiOurSpace Dubai

Years

1

2

3

4

5

Return per Annum

$11750

$11750

$11750

$11750

$11750

Cumulative Return

$11750

$23500

$35250

$47000

$58750

Return $58750

Capital Value $100000

Total Return $158750

Call Option

$120000

$120000

$120000

$120000

$120000

DEBENTURE

A contract by which one party conveys land property or services to another for a specified time in return for a periodic payment

Your investment in numbers

Over 5 years receive ROI of $58750 (5875) based on your initial

$100000 debenture purchase

call option after 6 months only

1615

OurSpace DubaiOurSpace Dubai

The process

How it works

OurSpace application form completed

KYCAML checks completed (standard ID verification)

OurSpace approval

e-documents signed by purchaser amp countersigned by

OurSpace

Debenture ownership documents issued to

purchaser electronically

Purchaser automated bank payment details

set up

Income paid to

debenture holders

6

5

4

3

2

1

Proof of payment received

Payment receipt issued

Operational revenues streams

bull Membership Fees

bull Virtual Memberships

bull Hot Desks

bull Dedicated Desks

bull Multi Person Offices

bull Meeting Room Rentals

bull Food amp Beverage

bull Member Events

bull Brand Sponsorship

bull 24 Hour Usage

Membership Revenues Ancillary Revenues

Due to the multiple Membership revenue streams and additional ancillary revenues the Coworking model enables operators to be hugely profitable

1817

OurSpace DubaiOurSpace Dubai

For workspacedebenture holders

raquo Prime global locations - Major cities

raquo Open amp operational locations (Sep 2016)

raquo Fixed returns

raquo Call option at 120 after 6 months

raquo Non - correlated to investment markets

raquo No developer risk

raquo Matched trade exit via OurSpace portal

raquo Workspace debenture ownership

1048619Peace of1048654 mind 1048632Capitalisation

raquo $5m shareholder equity

raquo $36m corporate bond issuance

raquo $25m - through 1000 limited workspace debenture offerings to direct investors

raquo $66m Total Capitalisation

OurSpace is officially capitalised through a number of corporate finance intiatives

Phase one of the initial raise involves three carefully considered strategies

raquo Initial shareholder equity raquo Corporate bond raquo Workspace debenture offerings to direct investors

This provides us an initial seeding of $66 million allocated to the growth and expansion of the OurSpace master plan

2019

OurSpace DubaiOurSpace Dubai

Meet the Team

To collaborative team Members completing one another is more important than competing with one another

Kevan HalliwellCEO

Kevan has 30 years experience building up

and running international businesses in the

Construction and Luxury Materials Sectors In 2014 he exited his shareholding

in Sanipex Group having played a key role in taking the

company from start up to a pound100m turnover business

serving 32 countries As CEO Kevan now heads up the

business forOurSpace International

spearheading the rollout of 50 Coworking locations in 12 key global cities and the creation

of over 50000 Coworking Members

Malcolm DouglassCFO

With over 50 years experience in the insurance

industry covering the Far East and Europe

Malcolm brings a wealth of experience From captive risk management amp re-insurance

products to developing the UKrsquos first finance

and insurance warranty company he has worked with prestigious names including GE Capital UKI Insurance Genesis Special Risk Rolls Royce and Bentley Motors Malcolm will ensure that all OurSpace investors have the most effective finance

structures available to them

Edward RiceCCO

Edward has been a financial services

professional for the last 13 years He has assisted

clients in making key financial decisions during

his career throughout Europe Middle East and Asia He has worked with and run some of the top

companies within his field and has extensive

knowledge of the offshore investment market globally

Edward understands the products that investors are looking for and will ensure that OurSpace delivers

the best finance options for our clients

Sean PhillipsCOO

Having generated 16million members of 500 Fitness

First Health Clubs across 16 countries Sean is the perfect fit to spearhead

the membership of OurSpace users Seanrsquos brief also encompasses site selection interior

design sales marketing retention customer service

and staff training Seanrsquos passion for excellence

and empowerment in all business cultures and climates is well known

throughout the business world and his ability to

engender this in others is sensational

2221

OurSpace DubaiOurSpace Dubai

FAQs1 HOW IS MY WORKSPACE DEBENTURE PROTECTEDYour debenture is asset backed by a USD$36M

corporate bond (see debenture contract) USD$5M

shareholder equity and revenue generated from

global end user memberships

2 WHAT DO I GET OWNERSHIP OFYou will receive an ownership certificate for your

5-year workspace debenture You will also receive

a workspace debenture contract specifically

setting the terms and conditions of your workspace

debenture ownership This workspace debenture

contract states that the company is contractually

obliged to pay you a set income payment over a set

period of time

3 I WANT TO HAVE A LOOK AT THE COWORKING PREMISES FIRSTOurSpace premises will be open to the public from

Fall 2016 you are welcome to visit at any time

4 WHO ARE THE PRINCIPALS OF OURSPACE AND WHAT IS THEIR TRACK RECORDPlease see Meet the Team page

5 HOW CAN OURSPACE GUARANTEE SUCH REASONABLE RETURNSCoworking office space is a highly profitable business

model and OurSpace release only a limited

number of workspace debentures to purchasers

The workspace debenture you purchase is non-

linear this means multiple Membership holders

that all pay a monthly fee can use each workspace

This substantially increases returns and margins for

the owner operator and protects your workspace

debenture returns

6 WHAT ARE THE LIMITATIONS AS A FOREIGNERThere are no limitations to foreigners owning a

workspace debenture within OurSpace in any

gateway city location globally

7 DO I PAY TAX ON MY RENTAL INCOME FROMOURSPACEDue to the fact that our investors span the globe

and have different personal circumstances it isnrsquot

possible for us to offer tax advice OurSpace does

not withhold any taxes regardless of the jurisdiction

of the purchaser

8 WHATrsquoS THE EXPECTED CAPITAL GROWTHYour capital is expected to grow in line with inflation

thus ensuring the same purchasing power in the

future

9 HOW DO I SELL MY WORKSPACE DEBENTUREYour debenture is fully transferable and can be

sold to an inbound investor at anytime Once Our

Space has a number of locations operational the

online trading facility will be launched Also please

remember that OurSpace will endeavour to reclaim

your debenture as early as possible

10 WHAT HAPPENS TO MY WORKSPACE DEBENTURE IF OURSPACE IS FLOATED ONTO A STOCK EXCHANGE OR ACQUIRED BY A FINANCIAL INSTITUTIONAny liquidity event of this sort allows the company

access to even greater capital reserves with which

to service the return of its workspace debenture

holders This allows OurSpace to buy back your

debenture return your initial investment plus a 20

uplift

2423

Disclaimer This Information Memorandum has not been approved by any person authorised by the Financial Conduct Authority of the United Kingdom and such approval is required under section 21 of the Financial Services and Markets Act 2000 unless an exemption is available under that Act or the regulations made under it In the United Kingdom this Information Memorandum is exempt from the restriction in section 21 of FISMA 2000 on the communications of invitations or inducements to engage in investment activity on the grounds that it is only made to persons that are Any person falling within Category A or B listed below Category A means High Net Worth Individuals under Article 48 of the FISMA 2000 (Financial Promotions) Order 2005 being an individual fulfilling these conditions (1) he had during the financial year immediately preceding the date of the investment an annual income to the value of pound100000 or more or (2) he held throughout the financial year immediately preceding the date of the investment net assets to the value of pound250000 or more not including a property which is the individualrsquos primary residence or any loan secured on that residence any rights of individuals under a qualifying contract of insurance within the meaning of the FISMA 2000 (Regulated Activities) Order 2001 or any benefits (in the form of pensions or otherwise) which are payable on termination of the individualrsquos service or on their death or retirement to which they are (or their dependents are) or maybe entitled Category B means any other person to whom this Information Memorandum may lawfully be provided under FISMA 2000 or regulations made under that Act

This Information Memorandum must not be acted on or relied upon by persons who are not within Category A or B Any investment or investment activity to which this Information Memorandum relates is available only to persons in Category A or B and will be engaged in only with them By accepting and retaining this Information Memorandum each recipient is deemed to have agreed to this restriction

No securities referred to in this Information Memorandum will be registered under the Securities Act 1933 and they may not be offered or sold within the United States except under an exemption from or in a transaction not subject to the registration requirements of the Securities Act 1933 No offering of such securities may be offered or sold within the United Statesrdquo

Page 2: INVESTMENT MEMORANDUM - Optamac · placed to take advantage with its first Coworking office set to open in September 2016. Our//Space Birmingham Birmingham ranks as the highest UK

OurSpace Dubai

Why Coworking ldquoItrsquos where the power and support of community enables individuals to achieve better things togetherrdquoAs a result delivering the highest possible returns of any property asset class

2

OurSpace DubaiOurSpace Dubai

Debenture Value

$50000

$75000

$125000

$250000

Actual Return pa

$5625

$8812

$15937

$33125

Current Savings Rate Actual at 05 pa

$250

$375

$625

$1250

OurSpace is a boutique Coworking space provider with capitalisation of $66 million to open at least 50 locations in multiple key international gateway cities over the next 3-5 years An extremely strong management team have created a vision that will take the OurSpace community to over 50000 Members and deliver the value add that the workforce of the future is crying out for Our first locations in Dubai (UAE) Miami New York and Birmingham (UK) are set to be unrivalled in the Coworking community More new locations are in the pipeline for London Hong Kong San Francisco Sydney and Singapore

Wealthbuilder

1325

1275

1175

1125

50000 75000 125000 250000$US

MEGATRENDAn important shift in the progress of society or of any other particular field of activity any major movement

COWORKINGThe use of an office or other working environments by people who are self-employed freelance contracting or working for different employers typically so as to interact exchange ideas knowledge andor experience and share equipment

43

OurSpace DubaiOurSpace Dubai

The OurSpace difference

More than a shared office

A unique formula offers people a fun-to-belong-to environment which supports nurtures and offers cradle to grave support for individuals and companies alike

bull Collaboration

bull Networking events

bull Best of breed speakers

bull Lunch and learn sessions

bull Private equity advisor access

bull Access to VC mentors

bull Introductions to angel investors

OurSpace member benefits

List of OurSpace member benefits - ever evolving and expanding

bull Personal phone answering service

bull Free coffee tea and soft drinks

bull Free best of class internet service and speed and IT support

bull Free OurMail service

bull Face space audiovisual conferencing offices

bull Members only virtual fitness portal

bull Worldwide Wholesale Travel via OurTravel website portal or internal concierge service

bull Free private phone space

bull Member discounts with local businesses and merchants (gyms hotels restaurants etc)

bull Accessible OurSpace program experts in Excel Word Photoshop etc

bull Free OurSpace events

bull Free printing

bull Free scanning

bull Free use of Physioacoustic Soundwave therapy chairs

bull Free happy hours

bull Free massage

bull Free ECHO Water

bull Free lockers - SafeSpace

bull Free guest privileges (free friend days)

bull Free access to show off your work to other Members in ShowSpace

(OurSpace version of show and tell)

The perfect space is OurSpace

Everybody needs some space But at OurSpace YOUR space is so much more than that Our commitment to creating a sense of belonging is paramount We respect your need to progress your own World so we take pride in providing unparalleled benefits for our members

OurSpace end user membership options

$ 75

$ 195

$ 250

$ 350

$ 550

OURSPACE VIRTUAL

OURSPACE VIRTUAL PASS

SHARED SPACE

YOUR SPACE

PRIVATE SPACE

65

OurSpace DubaiOurSpace Dubai

Why invest in Coworking

The way in which the current generation uses office space to conduct their working lives has changed significantly in recent years

Coworking is only in its first stages of growth and is

set to continue on a dramatic upward trajectory over

the coming years

For the first time OurSpace provides investors the

opportunity to benefit from fixed returns by owning a

Coworking workspace debenture offering

raquo Fixed return of 1025 - 1325

raquo Income generated monthly

raquo Call option at 120 of purchase price

raquo Participation in fastest growing commercial

property sector

raquo Recession proof fixed returns

Itrsquos hard to ignore the Coworking revolution which

has been building momentum for the last few years

Coworking has evolved from a niche market into a

fully fledged alternative to the traditional office set

up

In its simplest form Coworking is just a description

of two or more people from different companies

working in the same location However fully

dedicated locations and businesses are being built to

satisfy the rapidly increasing demand

A dramatic shift in technology generational change

the huge increase in the number of independent

workers and microbusinesses and the demand for

flexibility is fuelling this growth on a global scale

Coworking locations are popping up all over the

world in all major cities and demand for seats at

these locations cannot be met in its current format

The biggest player in this market WeWorkreg was

founded in 2010 Backed by major investors including

JP Morgan Chase Goldman Sachs Fidelity and

Harvard Corp WeWorkreg recently had a market

valuation of $16 billion - without owning a single

piece of real estate

The opportunity is massive and only a small penetration is needed to generate billions in revenue WeWorkreg undisputed industry leader

Coworking benefits Growth of Coworking

INCREASE IN CREATIVITY 71 of individuals working in Coworking environments reported an increase in creativity

CAN FOCUS BETTER 68 of people say they can focus better

IMPROVED STANDARD OF WORK 62 of coworkers say that Coworking has led to an improved standard of work

GREATER CONFIDENCE 90 of coworkers have increased self-confidence

FLEXIBILITY Coworking operators such as OurSpace provide facilities with 24 hour access

90

COWORKING LOCATIONS HAVE DOUBLED WORLDWIDE EVERY YEAR SINCE 2006 DESKMAGCOM

7800

30

87

OurSpace DubaiOurSpace Dubai

This younger generation has a different expectation of how their working life

looks and they adopt a much more flexible approach to the worklife balance

Couple this with the huge increase in microbusinesses freelancers and self-

employed people who embrace the role that technology now plays in the

workplace

The freedom to work in any place at any time is now a reality and the workplaces

of the future are changing

35

OF SMALL

BUSINESSES

USE SKYPE

AS A PRIMARY

COMMUNICATION

SERVICE

There is a huge shift in the global workforce being driven by Generation Z and now the Millennials

Work any place any time

The mobile revolution

ANNUAL SPACE COSTS

Deutsche Bank estimated approximate savings of

up to 30 by utilising flexible working DTZ

28savings

$7450 $10350

$10350standard office lease

$7450Membershiprent

$2550upfront costs

$600other expenses

Ch10486191048619an1048619ging b1048619usiness dy1048619namics

MICRO BUSINESSES

EMPLOY MORE THAN 7 MILLION PEOPLE IN THE UK

MAKING UP 96

OF BUSINESSES

$850occupancy expenses

They want the ability to grow their business and increase their workforce as they

require and not have to be tied into long term fixed asset commitments

Lloyds Bank have recently announced that 30 of their18000 strong workforce

have the ability to work flexibly - allowing the bank to significantly reduce its fixed

overheads Corporate decisions like this drive demand for Coworking spaces

Freelancers and small businesses all demand greater flexibility in todayrsquos working environment

109

OurSpace DubaiOurSpace Dubai

Supply amp Demand AboutOurSpace

Demand is outstripping supply in this hugegrowth sector by a factor of 31

MICRO-1048619BUSINESSESNOW1048619 REP1048619RESENT

DTZCOM

COWORKING SPACES DOUBLED

DESKMAGCOM

OF COLLABORATIVE WORK SPACE

DESKMAGCOM

AMERICANS WILL BE FREELANCE BY 2020

US BUREAU OF LABOR

OurSpace is a boutique Coworking space provider

with capitalisation of $66 million to open at least

50 locations in multiple key international gateway

cities over the next 3 - 5 years An extremely

strong management team have created a vision

that will take the OurSpace community to over

50000 Members and deliver the value add that the

workforce of the future is crying out for

Our first locations in Dubai (UAE) Miami New York

and Birmingham (UK) are set to be unrivalled in the

Coworking community More new locations are in

the pipeline for London Hong Kong San Francisco

Sydney and Singapore

OurSpace delivers what Members want an international community of Coworking spaces

96of all business

x2Year on year

7800in 2015 compared

to 30 in 2006

65millions or 40

of the workforce

Across the globe

43

15

Across their home country

7

Across their home city

There is a high demand for flexible workspaces with coworkers interested in Memberships that allow them to access facilities

1211

OurSpace DubaiOurSpace Dubai

The goal of climbing big dangerous mountains should be to obtain some sort of spiritual and personal growth but this wonrsquot happen if you compromise away the entire process

MiamiNYC DubaiBirmingham

OurSpace Miami

Miami is the Latin capital of the US with a huge concentration of mobile workers as a result the city has an urgent demand for Coworking office space OurSpace Miami will open in the heart Brickell in downtown Miami There is a strong demand for office space in Miami however traditional provision involving lengthy leases and long term financial commitments simply donrsquot work for start ups and most small businesses

OurSpace New York

There are 53 million freelancers in America today and by 2020 50 of the US workforce will be freelancers This has catapulted growth in the small to medium enterprise (SME) sector with swelling numbers of start-ups and solopreneurs now operating across strategic central business districts (CBDs) in the states The first New York OurSpace building is perfectly located in downtown Manhattan close to Wall Street and Ultra Trendy Tribeca Demand for bespoke Coworking environments continues to outstrip supply in Manhattan as developers fail to keep pace with the exponential growth of NYCrsquos freelance economy OurSpace is perfectly placed to take advantage

OurSpace Dubai

Dubai has an urgent demand for Coworking office space OurSpace has the perfect building that will deliver the best returns to our investors and a fantastic Coworking environment for the burgeoning freelance and start up community in Dubai Small businesses need an office environment where they can network with others without having the ongoing expense of long term leases OurSpace Dubai is perfectly placed to take advantage with its first Coworking office set to open in September 2016

OurSpace Birmingham

Birmingham ranks as the highest UK city for investment prospects in the 2016 Emerging Trends in Real Estate Europe 2016 Beyond the Capital report - a forecast published jointly by the Urban Land Institute (ULI) and PricewaterhouseCoopers (PwC) The Cityrsquos rise to prominence as an investment destination is largely due to exponential expansion in the small to medium enterprise sector (SME) OurSpace has secured a building which is perfectly located in one of Birminghamrsquos most prosperous business locations home to many of the 172 million people in the UK who work on a freelance basis

Master plan(phase 1)

San Francisco

BirminghamLondon

ParisChicago

New York

Miami DubaiShanghai

Hong Kong

Singapore

Sydney

12GATEWAY

CITIES

50LOCATIONS

50THOUSAND MEMBERS

3-5YEARS

To be the largest global boutique provider of flexible office space PHASE 2 27 FURTHER CITIES

1413

OurSpace DubaiOurSpace Dubai

Years

1

2

3

4

5

Return per Annum

$11750

$11750

$11750

$11750

$11750

Cumulative Return

$11750

$23500

$35250

$47000

$58750

Return $58750

Capital Value $100000

Total Return $158750

Call Option

$120000

$120000

$120000

$120000

$120000

DEBENTURE

A contract by which one party conveys land property or services to another for a specified time in return for a periodic payment

Your investment in numbers

Over 5 years receive ROI of $58750 (5875) based on your initial

$100000 debenture purchase

call option after 6 months only

1615

OurSpace DubaiOurSpace Dubai

The process

How it works

OurSpace application form completed

KYCAML checks completed (standard ID verification)

OurSpace approval

e-documents signed by purchaser amp countersigned by

OurSpace

Debenture ownership documents issued to

purchaser electronically

Purchaser automated bank payment details

set up

Income paid to

debenture holders

6

5

4

3

2

1

Proof of payment received

Payment receipt issued

Operational revenues streams

bull Membership Fees

bull Virtual Memberships

bull Hot Desks

bull Dedicated Desks

bull Multi Person Offices

bull Meeting Room Rentals

bull Food amp Beverage

bull Member Events

bull Brand Sponsorship

bull 24 Hour Usage

Membership Revenues Ancillary Revenues

Due to the multiple Membership revenue streams and additional ancillary revenues the Coworking model enables operators to be hugely profitable

1817

OurSpace DubaiOurSpace Dubai

For workspacedebenture holders

raquo Prime global locations - Major cities

raquo Open amp operational locations (Sep 2016)

raquo Fixed returns

raquo Call option at 120 after 6 months

raquo Non - correlated to investment markets

raquo No developer risk

raquo Matched trade exit via OurSpace portal

raquo Workspace debenture ownership

1048619Peace of1048654 mind 1048632Capitalisation

raquo $5m shareholder equity

raquo $36m corporate bond issuance

raquo $25m - through 1000 limited workspace debenture offerings to direct investors

raquo $66m Total Capitalisation

OurSpace is officially capitalised through a number of corporate finance intiatives

Phase one of the initial raise involves three carefully considered strategies

raquo Initial shareholder equity raquo Corporate bond raquo Workspace debenture offerings to direct investors

This provides us an initial seeding of $66 million allocated to the growth and expansion of the OurSpace master plan

2019

OurSpace DubaiOurSpace Dubai

Meet the Team

To collaborative team Members completing one another is more important than competing with one another

Kevan HalliwellCEO

Kevan has 30 years experience building up

and running international businesses in the

Construction and Luxury Materials Sectors In 2014 he exited his shareholding

in Sanipex Group having played a key role in taking the

company from start up to a pound100m turnover business

serving 32 countries As CEO Kevan now heads up the

business forOurSpace International

spearheading the rollout of 50 Coworking locations in 12 key global cities and the creation

of over 50000 Coworking Members

Malcolm DouglassCFO

With over 50 years experience in the insurance

industry covering the Far East and Europe

Malcolm brings a wealth of experience From captive risk management amp re-insurance

products to developing the UKrsquos first finance

and insurance warranty company he has worked with prestigious names including GE Capital UKI Insurance Genesis Special Risk Rolls Royce and Bentley Motors Malcolm will ensure that all OurSpace investors have the most effective finance

structures available to them

Edward RiceCCO

Edward has been a financial services

professional for the last 13 years He has assisted

clients in making key financial decisions during

his career throughout Europe Middle East and Asia He has worked with and run some of the top

companies within his field and has extensive

knowledge of the offshore investment market globally

Edward understands the products that investors are looking for and will ensure that OurSpace delivers

the best finance options for our clients

Sean PhillipsCOO

Having generated 16million members of 500 Fitness

First Health Clubs across 16 countries Sean is the perfect fit to spearhead

the membership of OurSpace users Seanrsquos brief also encompasses site selection interior

design sales marketing retention customer service

and staff training Seanrsquos passion for excellence

and empowerment in all business cultures and climates is well known

throughout the business world and his ability to

engender this in others is sensational

2221

OurSpace DubaiOurSpace Dubai

FAQs1 HOW IS MY WORKSPACE DEBENTURE PROTECTEDYour debenture is asset backed by a USD$36M

corporate bond (see debenture contract) USD$5M

shareholder equity and revenue generated from

global end user memberships

2 WHAT DO I GET OWNERSHIP OFYou will receive an ownership certificate for your

5-year workspace debenture You will also receive

a workspace debenture contract specifically

setting the terms and conditions of your workspace

debenture ownership This workspace debenture

contract states that the company is contractually

obliged to pay you a set income payment over a set

period of time

3 I WANT TO HAVE A LOOK AT THE COWORKING PREMISES FIRSTOurSpace premises will be open to the public from

Fall 2016 you are welcome to visit at any time

4 WHO ARE THE PRINCIPALS OF OURSPACE AND WHAT IS THEIR TRACK RECORDPlease see Meet the Team page

5 HOW CAN OURSPACE GUARANTEE SUCH REASONABLE RETURNSCoworking office space is a highly profitable business

model and OurSpace release only a limited

number of workspace debentures to purchasers

The workspace debenture you purchase is non-

linear this means multiple Membership holders

that all pay a monthly fee can use each workspace

This substantially increases returns and margins for

the owner operator and protects your workspace

debenture returns

6 WHAT ARE THE LIMITATIONS AS A FOREIGNERThere are no limitations to foreigners owning a

workspace debenture within OurSpace in any

gateway city location globally

7 DO I PAY TAX ON MY RENTAL INCOME FROMOURSPACEDue to the fact that our investors span the globe

and have different personal circumstances it isnrsquot

possible for us to offer tax advice OurSpace does

not withhold any taxes regardless of the jurisdiction

of the purchaser

8 WHATrsquoS THE EXPECTED CAPITAL GROWTHYour capital is expected to grow in line with inflation

thus ensuring the same purchasing power in the

future

9 HOW DO I SELL MY WORKSPACE DEBENTUREYour debenture is fully transferable and can be

sold to an inbound investor at anytime Once Our

Space has a number of locations operational the

online trading facility will be launched Also please

remember that OurSpace will endeavour to reclaim

your debenture as early as possible

10 WHAT HAPPENS TO MY WORKSPACE DEBENTURE IF OURSPACE IS FLOATED ONTO A STOCK EXCHANGE OR ACQUIRED BY A FINANCIAL INSTITUTIONAny liquidity event of this sort allows the company

access to even greater capital reserves with which

to service the return of its workspace debenture

holders This allows OurSpace to buy back your

debenture return your initial investment plus a 20

uplift

2423

Disclaimer This Information Memorandum has not been approved by any person authorised by the Financial Conduct Authority of the United Kingdom and such approval is required under section 21 of the Financial Services and Markets Act 2000 unless an exemption is available under that Act or the regulations made under it In the United Kingdom this Information Memorandum is exempt from the restriction in section 21 of FISMA 2000 on the communications of invitations or inducements to engage in investment activity on the grounds that it is only made to persons that are Any person falling within Category A or B listed below Category A means High Net Worth Individuals under Article 48 of the FISMA 2000 (Financial Promotions) Order 2005 being an individual fulfilling these conditions (1) he had during the financial year immediately preceding the date of the investment an annual income to the value of pound100000 or more or (2) he held throughout the financial year immediately preceding the date of the investment net assets to the value of pound250000 or more not including a property which is the individualrsquos primary residence or any loan secured on that residence any rights of individuals under a qualifying contract of insurance within the meaning of the FISMA 2000 (Regulated Activities) Order 2001 or any benefits (in the form of pensions or otherwise) which are payable on termination of the individualrsquos service or on their death or retirement to which they are (or their dependents are) or maybe entitled Category B means any other person to whom this Information Memorandum may lawfully be provided under FISMA 2000 or regulations made under that Act

This Information Memorandum must not be acted on or relied upon by persons who are not within Category A or B Any investment or investment activity to which this Information Memorandum relates is available only to persons in Category A or B and will be engaged in only with them By accepting and retaining this Information Memorandum each recipient is deemed to have agreed to this restriction

No securities referred to in this Information Memorandum will be registered under the Securities Act 1933 and they may not be offered or sold within the United States except under an exemption from or in a transaction not subject to the registration requirements of the Securities Act 1933 No offering of such securities may be offered or sold within the United Statesrdquo

Page 3: INVESTMENT MEMORANDUM - Optamac · placed to take advantage with its first Coworking office set to open in September 2016. Our//Space Birmingham Birmingham ranks as the highest UK

OurSpace DubaiOurSpace Dubai

Debenture Value

$50000

$75000

$125000

$250000

Actual Return pa

$5625

$8812

$15937

$33125

Current Savings Rate Actual at 05 pa

$250

$375

$625

$1250

OurSpace is a boutique Coworking space provider with capitalisation of $66 million to open at least 50 locations in multiple key international gateway cities over the next 3-5 years An extremely strong management team have created a vision that will take the OurSpace community to over 50000 Members and deliver the value add that the workforce of the future is crying out for Our first locations in Dubai (UAE) Miami New York and Birmingham (UK) are set to be unrivalled in the Coworking community More new locations are in the pipeline for London Hong Kong San Francisco Sydney and Singapore

Wealthbuilder

1325

1275

1175

1125

50000 75000 125000 250000$US

MEGATRENDAn important shift in the progress of society or of any other particular field of activity any major movement

COWORKINGThe use of an office or other working environments by people who are self-employed freelance contracting or working for different employers typically so as to interact exchange ideas knowledge andor experience and share equipment

43

OurSpace DubaiOurSpace Dubai

The OurSpace difference

More than a shared office

A unique formula offers people a fun-to-belong-to environment which supports nurtures and offers cradle to grave support for individuals and companies alike

bull Collaboration

bull Networking events

bull Best of breed speakers

bull Lunch and learn sessions

bull Private equity advisor access

bull Access to VC mentors

bull Introductions to angel investors

OurSpace member benefits

List of OurSpace member benefits - ever evolving and expanding

bull Personal phone answering service

bull Free coffee tea and soft drinks

bull Free best of class internet service and speed and IT support

bull Free OurMail service

bull Face space audiovisual conferencing offices

bull Members only virtual fitness portal

bull Worldwide Wholesale Travel via OurTravel website portal or internal concierge service

bull Free private phone space

bull Member discounts with local businesses and merchants (gyms hotels restaurants etc)

bull Accessible OurSpace program experts in Excel Word Photoshop etc

bull Free OurSpace events

bull Free printing

bull Free scanning

bull Free use of Physioacoustic Soundwave therapy chairs

bull Free happy hours

bull Free massage

bull Free ECHO Water

bull Free lockers - SafeSpace

bull Free guest privileges (free friend days)

bull Free access to show off your work to other Members in ShowSpace

(OurSpace version of show and tell)

The perfect space is OurSpace

Everybody needs some space But at OurSpace YOUR space is so much more than that Our commitment to creating a sense of belonging is paramount We respect your need to progress your own World so we take pride in providing unparalleled benefits for our members

OurSpace end user membership options

$ 75

$ 195

$ 250

$ 350

$ 550

OURSPACE VIRTUAL

OURSPACE VIRTUAL PASS

SHARED SPACE

YOUR SPACE

PRIVATE SPACE

65

OurSpace DubaiOurSpace Dubai

Why invest in Coworking

The way in which the current generation uses office space to conduct their working lives has changed significantly in recent years

Coworking is only in its first stages of growth and is

set to continue on a dramatic upward trajectory over

the coming years

For the first time OurSpace provides investors the

opportunity to benefit from fixed returns by owning a

Coworking workspace debenture offering

raquo Fixed return of 1025 - 1325

raquo Income generated monthly

raquo Call option at 120 of purchase price

raquo Participation in fastest growing commercial

property sector

raquo Recession proof fixed returns

Itrsquos hard to ignore the Coworking revolution which

has been building momentum for the last few years

Coworking has evolved from a niche market into a

fully fledged alternative to the traditional office set

up

In its simplest form Coworking is just a description

of two or more people from different companies

working in the same location However fully

dedicated locations and businesses are being built to

satisfy the rapidly increasing demand

A dramatic shift in technology generational change

the huge increase in the number of independent

workers and microbusinesses and the demand for

flexibility is fuelling this growth on a global scale

Coworking locations are popping up all over the

world in all major cities and demand for seats at

these locations cannot be met in its current format

The biggest player in this market WeWorkreg was

founded in 2010 Backed by major investors including

JP Morgan Chase Goldman Sachs Fidelity and

Harvard Corp WeWorkreg recently had a market

valuation of $16 billion - without owning a single

piece of real estate

The opportunity is massive and only a small penetration is needed to generate billions in revenue WeWorkreg undisputed industry leader

Coworking benefits Growth of Coworking

INCREASE IN CREATIVITY 71 of individuals working in Coworking environments reported an increase in creativity

CAN FOCUS BETTER 68 of people say they can focus better

IMPROVED STANDARD OF WORK 62 of coworkers say that Coworking has led to an improved standard of work

GREATER CONFIDENCE 90 of coworkers have increased self-confidence

FLEXIBILITY Coworking operators such as OurSpace provide facilities with 24 hour access

90

COWORKING LOCATIONS HAVE DOUBLED WORLDWIDE EVERY YEAR SINCE 2006 DESKMAGCOM

7800

30

87

OurSpace DubaiOurSpace Dubai

This younger generation has a different expectation of how their working life

looks and they adopt a much more flexible approach to the worklife balance

Couple this with the huge increase in microbusinesses freelancers and self-

employed people who embrace the role that technology now plays in the

workplace

The freedom to work in any place at any time is now a reality and the workplaces

of the future are changing

35

OF SMALL

BUSINESSES

USE SKYPE

AS A PRIMARY

COMMUNICATION

SERVICE

There is a huge shift in the global workforce being driven by Generation Z and now the Millennials

Work any place any time

The mobile revolution

ANNUAL SPACE COSTS

Deutsche Bank estimated approximate savings of

up to 30 by utilising flexible working DTZ

28savings

$7450 $10350

$10350standard office lease

$7450Membershiprent

$2550upfront costs

$600other expenses

Ch10486191048619an1048619ging b1048619usiness dy1048619namics

MICRO BUSINESSES

EMPLOY MORE THAN 7 MILLION PEOPLE IN THE UK

MAKING UP 96

OF BUSINESSES

$850occupancy expenses

They want the ability to grow their business and increase their workforce as they

require and not have to be tied into long term fixed asset commitments

Lloyds Bank have recently announced that 30 of their18000 strong workforce

have the ability to work flexibly - allowing the bank to significantly reduce its fixed

overheads Corporate decisions like this drive demand for Coworking spaces

Freelancers and small businesses all demand greater flexibility in todayrsquos working environment

109

OurSpace DubaiOurSpace Dubai

Supply amp Demand AboutOurSpace

Demand is outstripping supply in this hugegrowth sector by a factor of 31

MICRO-1048619BUSINESSESNOW1048619 REP1048619RESENT

DTZCOM

COWORKING SPACES DOUBLED

DESKMAGCOM

OF COLLABORATIVE WORK SPACE

DESKMAGCOM

AMERICANS WILL BE FREELANCE BY 2020

US BUREAU OF LABOR

OurSpace is a boutique Coworking space provider

with capitalisation of $66 million to open at least

50 locations in multiple key international gateway

cities over the next 3 - 5 years An extremely

strong management team have created a vision

that will take the OurSpace community to over

50000 Members and deliver the value add that the

workforce of the future is crying out for

Our first locations in Dubai (UAE) Miami New York

and Birmingham (UK) are set to be unrivalled in the

Coworking community More new locations are in

the pipeline for London Hong Kong San Francisco

Sydney and Singapore

OurSpace delivers what Members want an international community of Coworking spaces

96of all business

x2Year on year

7800in 2015 compared

to 30 in 2006

65millions or 40

of the workforce

Across the globe

43

15

Across their home country

7

Across their home city

There is a high demand for flexible workspaces with coworkers interested in Memberships that allow them to access facilities

1211

OurSpace DubaiOurSpace Dubai

The goal of climbing big dangerous mountains should be to obtain some sort of spiritual and personal growth but this wonrsquot happen if you compromise away the entire process

MiamiNYC DubaiBirmingham

OurSpace Miami

Miami is the Latin capital of the US with a huge concentration of mobile workers as a result the city has an urgent demand for Coworking office space OurSpace Miami will open in the heart Brickell in downtown Miami There is a strong demand for office space in Miami however traditional provision involving lengthy leases and long term financial commitments simply donrsquot work for start ups and most small businesses

OurSpace New York

There are 53 million freelancers in America today and by 2020 50 of the US workforce will be freelancers This has catapulted growth in the small to medium enterprise (SME) sector with swelling numbers of start-ups and solopreneurs now operating across strategic central business districts (CBDs) in the states The first New York OurSpace building is perfectly located in downtown Manhattan close to Wall Street and Ultra Trendy Tribeca Demand for bespoke Coworking environments continues to outstrip supply in Manhattan as developers fail to keep pace with the exponential growth of NYCrsquos freelance economy OurSpace is perfectly placed to take advantage

OurSpace Dubai

Dubai has an urgent demand for Coworking office space OurSpace has the perfect building that will deliver the best returns to our investors and a fantastic Coworking environment for the burgeoning freelance and start up community in Dubai Small businesses need an office environment where they can network with others without having the ongoing expense of long term leases OurSpace Dubai is perfectly placed to take advantage with its first Coworking office set to open in September 2016

OurSpace Birmingham

Birmingham ranks as the highest UK city for investment prospects in the 2016 Emerging Trends in Real Estate Europe 2016 Beyond the Capital report - a forecast published jointly by the Urban Land Institute (ULI) and PricewaterhouseCoopers (PwC) The Cityrsquos rise to prominence as an investment destination is largely due to exponential expansion in the small to medium enterprise sector (SME) OurSpace has secured a building which is perfectly located in one of Birminghamrsquos most prosperous business locations home to many of the 172 million people in the UK who work on a freelance basis

Master plan(phase 1)

San Francisco

BirminghamLondon

ParisChicago

New York

Miami DubaiShanghai

Hong Kong

Singapore

Sydney

12GATEWAY

CITIES

50LOCATIONS

50THOUSAND MEMBERS

3-5YEARS

To be the largest global boutique provider of flexible office space PHASE 2 27 FURTHER CITIES

1413

OurSpace DubaiOurSpace Dubai

Years

1

2

3

4

5

Return per Annum

$11750

$11750

$11750

$11750

$11750

Cumulative Return

$11750

$23500

$35250

$47000

$58750

Return $58750

Capital Value $100000

Total Return $158750

Call Option

$120000

$120000

$120000

$120000

$120000

DEBENTURE

A contract by which one party conveys land property or services to another for a specified time in return for a periodic payment

Your investment in numbers

Over 5 years receive ROI of $58750 (5875) based on your initial

$100000 debenture purchase

call option after 6 months only

1615

OurSpace DubaiOurSpace Dubai

The process

How it works

OurSpace application form completed

KYCAML checks completed (standard ID verification)

OurSpace approval

e-documents signed by purchaser amp countersigned by

OurSpace

Debenture ownership documents issued to

purchaser electronically

Purchaser automated bank payment details

set up

Income paid to

debenture holders

6

5

4

3

2

1

Proof of payment received

Payment receipt issued

Operational revenues streams

bull Membership Fees

bull Virtual Memberships

bull Hot Desks

bull Dedicated Desks

bull Multi Person Offices

bull Meeting Room Rentals

bull Food amp Beverage

bull Member Events

bull Brand Sponsorship

bull 24 Hour Usage

Membership Revenues Ancillary Revenues

Due to the multiple Membership revenue streams and additional ancillary revenues the Coworking model enables operators to be hugely profitable

1817

OurSpace DubaiOurSpace Dubai

For workspacedebenture holders

raquo Prime global locations - Major cities

raquo Open amp operational locations (Sep 2016)

raquo Fixed returns

raquo Call option at 120 after 6 months

raquo Non - correlated to investment markets

raquo No developer risk

raquo Matched trade exit via OurSpace portal

raquo Workspace debenture ownership

1048619Peace of1048654 mind 1048632Capitalisation

raquo $5m shareholder equity

raquo $36m corporate bond issuance

raquo $25m - through 1000 limited workspace debenture offerings to direct investors

raquo $66m Total Capitalisation

OurSpace is officially capitalised through a number of corporate finance intiatives

Phase one of the initial raise involves three carefully considered strategies

raquo Initial shareholder equity raquo Corporate bond raquo Workspace debenture offerings to direct investors

This provides us an initial seeding of $66 million allocated to the growth and expansion of the OurSpace master plan

2019

OurSpace DubaiOurSpace Dubai

Meet the Team

To collaborative team Members completing one another is more important than competing with one another

Kevan HalliwellCEO

Kevan has 30 years experience building up

and running international businesses in the

Construction and Luxury Materials Sectors In 2014 he exited his shareholding

in Sanipex Group having played a key role in taking the

company from start up to a pound100m turnover business

serving 32 countries As CEO Kevan now heads up the

business forOurSpace International

spearheading the rollout of 50 Coworking locations in 12 key global cities and the creation

of over 50000 Coworking Members

Malcolm DouglassCFO

With over 50 years experience in the insurance

industry covering the Far East and Europe

Malcolm brings a wealth of experience From captive risk management amp re-insurance

products to developing the UKrsquos first finance

and insurance warranty company he has worked with prestigious names including GE Capital UKI Insurance Genesis Special Risk Rolls Royce and Bentley Motors Malcolm will ensure that all OurSpace investors have the most effective finance

structures available to them

Edward RiceCCO

Edward has been a financial services

professional for the last 13 years He has assisted

clients in making key financial decisions during

his career throughout Europe Middle East and Asia He has worked with and run some of the top

companies within his field and has extensive

knowledge of the offshore investment market globally

Edward understands the products that investors are looking for and will ensure that OurSpace delivers

the best finance options for our clients

Sean PhillipsCOO

Having generated 16million members of 500 Fitness

First Health Clubs across 16 countries Sean is the perfect fit to spearhead

the membership of OurSpace users Seanrsquos brief also encompasses site selection interior

design sales marketing retention customer service

and staff training Seanrsquos passion for excellence

and empowerment in all business cultures and climates is well known

throughout the business world and his ability to

engender this in others is sensational

2221

OurSpace DubaiOurSpace Dubai

FAQs1 HOW IS MY WORKSPACE DEBENTURE PROTECTEDYour debenture is asset backed by a USD$36M

corporate bond (see debenture contract) USD$5M

shareholder equity and revenue generated from

global end user memberships

2 WHAT DO I GET OWNERSHIP OFYou will receive an ownership certificate for your

5-year workspace debenture You will also receive

a workspace debenture contract specifically

setting the terms and conditions of your workspace

debenture ownership This workspace debenture

contract states that the company is contractually

obliged to pay you a set income payment over a set

period of time

3 I WANT TO HAVE A LOOK AT THE COWORKING PREMISES FIRSTOurSpace premises will be open to the public from

Fall 2016 you are welcome to visit at any time

4 WHO ARE THE PRINCIPALS OF OURSPACE AND WHAT IS THEIR TRACK RECORDPlease see Meet the Team page

5 HOW CAN OURSPACE GUARANTEE SUCH REASONABLE RETURNSCoworking office space is a highly profitable business

model and OurSpace release only a limited

number of workspace debentures to purchasers

The workspace debenture you purchase is non-

linear this means multiple Membership holders

that all pay a monthly fee can use each workspace

This substantially increases returns and margins for

the owner operator and protects your workspace

debenture returns

6 WHAT ARE THE LIMITATIONS AS A FOREIGNERThere are no limitations to foreigners owning a

workspace debenture within OurSpace in any

gateway city location globally

7 DO I PAY TAX ON MY RENTAL INCOME FROMOURSPACEDue to the fact that our investors span the globe

and have different personal circumstances it isnrsquot

possible for us to offer tax advice OurSpace does

not withhold any taxes regardless of the jurisdiction

of the purchaser

8 WHATrsquoS THE EXPECTED CAPITAL GROWTHYour capital is expected to grow in line with inflation

thus ensuring the same purchasing power in the

future

9 HOW DO I SELL MY WORKSPACE DEBENTUREYour debenture is fully transferable and can be

sold to an inbound investor at anytime Once Our

Space has a number of locations operational the

online trading facility will be launched Also please

remember that OurSpace will endeavour to reclaim

your debenture as early as possible

10 WHAT HAPPENS TO MY WORKSPACE DEBENTURE IF OURSPACE IS FLOATED ONTO A STOCK EXCHANGE OR ACQUIRED BY A FINANCIAL INSTITUTIONAny liquidity event of this sort allows the company

access to even greater capital reserves with which

to service the return of its workspace debenture

holders This allows OurSpace to buy back your

debenture return your initial investment plus a 20

uplift

2423

Disclaimer This Information Memorandum has not been approved by any person authorised by the Financial Conduct Authority of the United Kingdom and such approval is required under section 21 of the Financial Services and Markets Act 2000 unless an exemption is available under that Act or the regulations made under it In the United Kingdom this Information Memorandum is exempt from the restriction in section 21 of FISMA 2000 on the communications of invitations or inducements to engage in investment activity on the grounds that it is only made to persons that are Any person falling within Category A or B listed below Category A means High Net Worth Individuals under Article 48 of the FISMA 2000 (Financial Promotions) Order 2005 being an individual fulfilling these conditions (1) he had during the financial year immediately preceding the date of the investment an annual income to the value of pound100000 or more or (2) he held throughout the financial year immediately preceding the date of the investment net assets to the value of pound250000 or more not including a property which is the individualrsquos primary residence or any loan secured on that residence any rights of individuals under a qualifying contract of insurance within the meaning of the FISMA 2000 (Regulated Activities) Order 2001 or any benefits (in the form of pensions or otherwise) which are payable on termination of the individualrsquos service or on their death or retirement to which they are (or their dependents are) or maybe entitled Category B means any other person to whom this Information Memorandum may lawfully be provided under FISMA 2000 or regulations made under that Act

This Information Memorandum must not be acted on or relied upon by persons who are not within Category A or B Any investment or investment activity to which this Information Memorandum relates is available only to persons in Category A or B and will be engaged in only with them By accepting and retaining this Information Memorandum each recipient is deemed to have agreed to this restriction

No securities referred to in this Information Memorandum will be registered under the Securities Act 1933 and they may not be offered or sold within the United States except under an exemption from or in a transaction not subject to the registration requirements of the Securities Act 1933 No offering of such securities may be offered or sold within the United Statesrdquo

Page 4: INVESTMENT MEMORANDUM - Optamac · placed to take advantage with its first Coworking office set to open in September 2016. Our//Space Birmingham Birmingham ranks as the highest UK

OurSpace DubaiOurSpace Dubai

The OurSpace difference

More than a shared office

A unique formula offers people a fun-to-belong-to environment which supports nurtures and offers cradle to grave support for individuals and companies alike

bull Collaboration

bull Networking events

bull Best of breed speakers

bull Lunch and learn sessions

bull Private equity advisor access

bull Access to VC mentors

bull Introductions to angel investors

OurSpace member benefits

List of OurSpace member benefits - ever evolving and expanding

bull Personal phone answering service

bull Free coffee tea and soft drinks

bull Free best of class internet service and speed and IT support

bull Free OurMail service

bull Face space audiovisual conferencing offices

bull Members only virtual fitness portal

bull Worldwide Wholesale Travel via OurTravel website portal or internal concierge service

bull Free private phone space

bull Member discounts with local businesses and merchants (gyms hotels restaurants etc)

bull Accessible OurSpace program experts in Excel Word Photoshop etc

bull Free OurSpace events

bull Free printing

bull Free scanning

bull Free use of Physioacoustic Soundwave therapy chairs

bull Free happy hours

bull Free massage

bull Free ECHO Water

bull Free lockers - SafeSpace

bull Free guest privileges (free friend days)

bull Free access to show off your work to other Members in ShowSpace

(OurSpace version of show and tell)

The perfect space is OurSpace

Everybody needs some space But at OurSpace YOUR space is so much more than that Our commitment to creating a sense of belonging is paramount We respect your need to progress your own World so we take pride in providing unparalleled benefits for our members

OurSpace end user membership options

$ 75

$ 195

$ 250

$ 350

$ 550

OURSPACE VIRTUAL

OURSPACE VIRTUAL PASS

SHARED SPACE

YOUR SPACE

PRIVATE SPACE

65

OurSpace DubaiOurSpace Dubai

Why invest in Coworking

The way in which the current generation uses office space to conduct their working lives has changed significantly in recent years

Coworking is only in its first stages of growth and is

set to continue on a dramatic upward trajectory over

the coming years

For the first time OurSpace provides investors the

opportunity to benefit from fixed returns by owning a

Coworking workspace debenture offering

raquo Fixed return of 1025 - 1325

raquo Income generated monthly

raquo Call option at 120 of purchase price

raquo Participation in fastest growing commercial

property sector

raquo Recession proof fixed returns

Itrsquos hard to ignore the Coworking revolution which

has been building momentum for the last few years

Coworking has evolved from a niche market into a

fully fledged alternative to the traditional office set

up

In its simplest form Coworking is just a description

of two or more people from different companies

working in the same location However fully

dedicated locations and businesses are being built to

satisfy the rapidly increasing demand

A dramatic shift in technology generational change

the huge increase in the number of independent

workers and microbusinesses and the demand for

flexibility is fuelling this growth on a global scale

Coworking locations are popping up all over the

world in all major cities and demand for seats at

these locations cannot be met in its current format

The biggest player in this market WeWorkreg was

founded in 2010 Backed by major investors including

JP Morgan Chase Goldman Sachs Fidelity and

Harvard Corp WeWorkreg recently had a market

valuation of $16 billion - without owning a single

piece of real estate

The opportunity is massive and only a small penetration is needed to generate billions in revenue WeWorkreg undisputed industry leader

Coworking benefits Growth of Coworking

INCREASE IN CREATIVITY 71 of individuals working in Coworking environments reported an increase in creativity

CAN FOCUS BETTER 68 of people say they can focus better

IMPROVED STANDARD OF WORK 62 of coworkers say that Coworking has led to an improved standard of work

GREATER CONFIDENCE 90 of coworkers have increased self-confidence

FLEXIBILITY Coworking operators such as OurSpace provide facilities with 24 hour access

90

COWORKING LOCATIONS HAVE DOUBLED WORLDWIDE EVERY YEAR SINCE 2006 DESKMAGCOM

7800

30

87

OurSpace DubaiOurSpace Dubai

This younger generation has a different expectation of how their working life

looks and they adopt a much more flexible approach to the worklife balance

Couple this with the huge increase in microbusinesses freelancers and self-

employed people who embrace the role that technology now plays in the

workplace

The freedom to work in any place at any time is now a reality and the workplaces

of the future are changing

35

OF SMALL

BUSINESSES

USE SKYPE

AS A PRIMARY

COMMUNICATION

SERVICE

There is a huge shift in the global workforce being driven by Generation Z and now the Millennials

Work any place any time

The mobile revolution

ANNUAL SPACE COSTS

Deutsche Bank estimated approximate savings of

up to 30 by utilising flexible working DTZ

28savings

$7450 $10350

$10350standard office lease

$7450Membershiprent

$2550upfront costs

$600other expenses

Ch10486191048619an1048619ging b1048619usiness dy1048619namics

MICRO BUSINESSES

EMPLOY MORE THAN 7 MILLION PEOPLE IN THE UK

MAKING UP 96

OF BUSINESSES

$850occupancy expenses

They want the ability to grow their business and increase their workforce as they

require and not have to be tied into long term fixed asset commitments

Lloyds Bank have recently announced that 30 of their18000 strong workforce

have the ability to work flexibly - allowing the bank to significantly reduce its fixed

overheads Corporate decisions like this drive demand for Coworking spaces

Freelancers and small businesses all demand greater flexibility in todayrsquos working environment

109

OurSpace DubaiOurSpace Dubai

Supply amp Demand AboutOurSpace

Demand is outstripping supply in this hugegrowth sector by a factor of 31

MICRO-1048619BUSINESSESNOW1048619 REP1048619RESENT

DTZCOM

COWORKING SPACES DOUBLED

DESKMAGCOM

OF COLLABORATIVE WORK SPACE

DESKMAGCOM

AMERICANS WILL BE FREELANCE BY 2020

US BUREAU OF LABOR

OurSpace is a boutique Coworking space provider

with capitalisation of $66 million to open at least

50 locations in multiple key international gateway

cities over the next 3 - 5 years An extremely

strong management team have created a vision

that will take the OurSpace community to over

50000 Members and deliver the value add that the

workforce of the future is crying out for

Our first locations in Dubai (UAE) Miami New York

and Birmingham (UK) are set to be unrivalled in the

Coworking community More new locations are in

the pipeline for London Hong Kong San Francisco

Sydney and Singapore

OurSpace delivers what Members want an international community of Coworking spaces

96of all business

x2Year on year

7800in 2015 compared

to 30 in 2006

65millions or 40

of the workforce

Across the globe

43

15

Across their home country

7

Across their home city

There is a high demand for flexible workspaces with coworkers interested in Memberships that allow them to access facilities

1211

OurSpace DubaiOurSpace Dubai

The goal of climbing big dangerous mountains should be to obtain some sort of spiritual and personal growth but this wonrsquot happen if you compromise away the entire process

MiamiNYC DubaiBirmingham

OurSpace Miami

Miami is the Latin capital of the US with a huge concentration of mobile workers as a result the city has an urgent demand for Coworking office space OurSpace Miami will open in the heart Brickell in downtown Miami There is a strong demand for office space in Miami however traditional provision involving lengthy leases and long term financial commitments simply donrsquot work for start ups and most small businesses

OurSpace New York

There are 53 million freelancers in America today and by 2020 50 of the US workforce will be freelancers This has catapulted growth in the small to medium enterprise (SME) sector with swelling numbers of start-ups and solopreneurs now operating across strategic central business districts (CBDs) in the states The first New York OurSpace building is perfectly located in downtown Manhattan close to Wall Street and Ultra Trendy Tribeca Demand for bespoke Coworking environments continues to outstrip supply in Manhattan as developers fail to keep pace with the exponential growth of NYCrsquos freelance economy OurSpace is perfectly placed to take advantage

OurSpace Dubai

Dubai has an urgent demand for Coworking office space OurSpace has the perfect building that will deliver the best returns to our investors and a fantastic Coworking environment for the burgeoning freelance and start up community in Dubai Small businesses need an office environment where they can network with others without having the ongoing expense of long term leases OurSpace Dubai is perfectly placed to take advantage with its first Coworking office set to open in September 2016

OurSpace Birmingham

Birmingham ranks as the highest UK city for investment prospects in the 2016 Emerging Trends in Real Estate Europe 2016 Beyond the Capital report - a forecast published jointly by the Urban Land Institute (ULI) and PricewaterhouseCoopers (PwC) The Cityrsquos rise to prominence as an investment destination is largely due to exponential expansion in the small to medium enterprise sector (SME) OurSpace has secured a building which is perfectly located in one of Birminghamrsquos most prosperous business locations home to many of the 172 million people in the UK who work on a freelance basis

Master plan(phase 1)

San Francisco

BirminghamLondon

ParisChicago

New York

Miami DubaiShanghai

Hong Kong

Singapore

Sydney

12GATEWAY

CITIES

50LOCATIONS

50THOUSAND MEMBERS

3-5YEARS

To be the largest global boutique provider of flexible office space PHASE 2 27 FURTHER CITIES

1413

OurSpace DubaiOurSpace Dubai

Years

1

2

3

4

5

Return per Annum

$11750

$11750

$11750

$11750

$11750

Cumulative Return

$11750

$23500

$35250

$47000

$58750

Return $58750

Capital Value $100000

Total Return $158750

Call Option

$120000

$120000

$120000

$120000

$120000

DEBENTURE

A contract by which one party conveys land property or services to another for a specified time in return for a periodic payment

Your investment in numbers

Over 5 years receive ROI of $58750 (5875) based on your initial

$100000 debenture purchase

call option after 6 months only

1615

OurSpace DubaiOurSpace Dubai

The process

How it works

OurSpace application form completed

KYCAML checks completed (standard ID verification)

OurSpace approval

e-documents signed by purchaser amp countersigned by

OurSpace

Debenture ownership documents issued to

purchaser electronically

Purchaser automated bank payment details

set up

Income paid to

debenture holders

6

5

4

3

2

1

Proof of payment received

Payment receipt issued

Operational revenues streams

bull Membership Fees

bull Virtual Memberships

bull Hot Desks

bull Dedicated Desks

bull Multi Person Offices

bull Meeting Room Rentals

bull Food amp Beverage

bull Member Events

bull Brand Sponsorship

bull 24 Hour Usage

Membership Revenues Ancillary Revenues

Due to the multiple Membership revenue streams and additional ancillary revenues the Coworking model enables operators to be hugely profitable

1817

OurSpace DubaiOurSpace Dubai

For workspacedebenture holders

raquo Prime global locations - Major cities

raquo Open amp operational locations (Sep 2016)

raquo Fixed returns

raquo Call option at 120 after 6 months

raquo Non - correlated to investment markets

raquo No developer risk

raquo Matched trade exit via OurSpace portal

raquo Workspace debenture ownership

1048619Peace of1048654 mind 1048632Capitalisation

raquo $5m shareholder equity

raquo $36m corporate bond issuance

raquo $25m - through 1000 limited workspace debenture offerings to direct investors

raquo $66m Total Capitalisation

OurSpace is officially capitalised through a number of corporate finance intiatives

Phase one of the initial raise involves three carefully considered strategies

raquo Initial shareholder equity raquo Corporate bond raquo Workspace debenture offerings to direct investors

This provides us an initial seeding of $66 million allocated to the growth and expansion of the OurSpace master plan

2019

OurSpace DubaiOurSpace Dubai

Meet the Team

To collaborative team Members completing one another is more important than competing with one another

Kevan HalliwellCEO

Kevan has 30 years experience building up

and running international businesses in the

Construction and Luxury Materials Sectors In 2014 he exited his shareholding

in Sanipex Group having played a key role in taking the

company from start up to a pound100m turnover business

serving 32 countries As CEO Kevan now heads up the

business forOurSpace International

spearheading the rollout of 50 Coworking locations in 12 key global cities and the creation

of over 50000 Coworking Members

Malcolm DouglassCFO

With over 50 years experience in the insurance

industry covering the Far East and Europe

Malcolm brings a wealth of experience From captive risk management amp re-insurance

products to developing the UKrsquos first finance

and insurance warranty company he has worked with prestigious names including GE Capital UKI Insurance Genesis Special Risk Rolls Royce and Bentley Motors Malcolm will ensure that all OurSpace investors have the most effective finance

structures available to them

Edward RiceCCO

Edward has been a financial services

professional for the last 13 years He has assisted

clients in making key financial decisions during

his career throughout Europe Middle East and Asia He has worked with and run some of the top

companies within his field and has extensive

knowledge of the offshore investment market globally

Edward understands the products that investors are looking for and will ensure that OurSpace delivers

the best finance options for our clients

Sean PhillipsCOO

Having generated 16million members of 500 Fitness

First Health Clubs across 16 countries Sean is the perfect fit to spearhead

the membership of OurSpace users Seanrsquos brief also encompasses site selection interior

design sales marketing retention customer service

and staff training Seanrsquos passion for excellence

and empowerment in all business cultures and climates is well known

throughout the business world and his ability to

engender this in others is sensational

2221

OurSpace DubaiOurSpace Dubai

FAQs1 HOW IS MY WORKSPACE DEBENTURE PROTECTEDYour debenture is asset backed by a USD$36M

corporate bond (see debenture contract) USD$5M

shareholder equity and revenue generated from

global end user memberships

2 WHAT DO I GET OWNERSHIP OFYou will receive an ownership certificate for your

5-year workspace debenture You will also receive

a workspace debenture contract specifically

setting the terms and conditions of your workspace

debenture ownership This workspace debenture

contract states that the company is contractually

obliged to pay you a set income payment over a set

period of time

3 I WANT TO HAVE A LOOK AT THE COWORKING PREMISES FIRSTOurSpace premises will be open to the public from

Fall 2016 you are welcome to visit at any time

4 WHO ARE THE PRINCIPALS OF OURSPACE AND WHAT IS THEIR TRACK RECORDPlease see Meet the Team page

5 HOW CAN OURSPACE GUARANTEE SUCH REASONABLE RETURNSCoworking office space is a highly profitable business

model and OurSpace release only a limited

number of workspace debentures to purchasers

The workspace debenture you purchase is non-

linear this means multiple Membership holders

that all pay a monthly fee can use each workspace

This substantially increases returns and margins for

the owner operator and protects your workspace

debenture returns

6 WHAT ARE THE LIMITATIONS AS A FOREIGNERThere are no limitations to foreigners owning a

workspace debenture within OurSpace in any

gateway city location globally

7 DO I PAY TAX ON MY RENTAL INCOME FROMOURSPACEDue to the fact that our investors span the globe

and have different personal circumstances it isnrsquot

possible for us to offer tax advice OurSpace does

not withhold any taxes regardless of the jurisdiction

of the purchaser

8 WHATrsquoS THE EXPECTED CAPITAL GROWTHYour capital is expected to grow in line with inflation

thus ensuring the same purchasing power in the

future

9 HOW DO I SELL MY WORKSPACE DEBENTUREYour debenture is fully transferable and can be

sold to an inbound investor at anytime Once Our

Space has a number of locations operational the

online trading facility will be launched Also please

remember that OurSpace will endeavour to reclaim

your debenture as early as possible

10 WHAT HAPPENS TO MY WORKSPACE DEBENTURE IF OURSPACE IS FLOATED ONTO A STOCK EXCHANGE OR ACQUIRED BY A FINANCIAL INSTITUTIONAny liquidity event of this sort allows the company

access to even greater capital reserves with which

to service the return of its workspace debenture

holders This allows OurSpace to buy back your

debenture return your initial investment plus a 20

uplift

2423

Disclaimer This Information Memorandum has not been approved by any person authorised by the Financial Conduct Authority of the United Kingdom and such approval is required under section 21 of the Financial Services and Markets Act 2000 unless an exemption is available under that Act or the regulations made under it In the United Kingdom this Information Memorandum is exempt from the restriction in section 21 of FISMA 2000 on the communications of invitations or inducements to engage in investment activity on the grounds that it is only made to persons that are Any person falling within Category A or B listed below Category A means High Net Worth Individuals under Article 48 of the FISMA 2000 (Financial Promotions) Order 2005 being an individual fulfilling these conditions (1) he had during the financial year immediately preceding the date of the investment an annual income to the value of pound100000 or more or (2) he held throughout the financial year immediately preceding the date of the investment net assets to the value of pound250000 or more not including a property which is the individualrsquos primary residence or any loan secured on that residence any rights of individuals under a qualifying contract of insurance within the meaning of the FISMA 2000 (Regulated Activities) Order 2001 or any benefits (in the form of pensions or otherwise) which are payable on termination of the individualrsquos service or on their death or retirement to which they are (or their dependents are) or maybe entitled Category B means any other person to whom this Information Memorandum may lawfully be provided under FISMA 2000 or regulations made under that Act

This Information Memorandum must not be acted on or relied upon by persons who are not within Category A or B Any investment or investment activity to which this Information Memorandum relates is available only to persons in Category A or B and will be engaged in only with them By accepting and retaining this Information Memorandum each recipient is deemed to have agreed to this restriction

No securities referred to in this Information Memorandum will be registered under the Securities Act 1933 and they may not be offered or sold within the United States except under an exemption from or in a transaction not subject to the registration requirements of the Securities Act 1933 No offering of such securities may be offered or sold within the United Statesrdquo

Page 5: INVESTMENT MEMORANDUM - Optamac · placed to take advantage with its first Coworking office set to open in September 2016. Our//Space Birmingham Birmingham ranks as the highest UK

OurSpace DubaiOurSpace Dubai

Why invest in Coworking

The way in which the current generation uses office space to conduct their working lives has changed significantly in recent years

Coworking is only in its first stages of growth and is

set to continue on a dramatic upward trajectory over

the coming years

For the first time OurSpace provides investors the

opportunity to benefit from fixed returns by owning a

Coworking workspace debenture offering

raquo Fixed return of 1025 - 1325

raquo Income generated monthly

raquo Call option at 120 of purchase price

raquo Participation in fastest growing commercial

property sector

raquo Recession proof fixed returns

Itrsquos hard to ignore the Coworking revolution which

has been building momentum for the last few years

Coworking has evolved from a niche market into a

fully fledged alternative to the traditional office set

up

In its simplest form Coworking is just a description

of two or more people from different companies

working in the same location However fully

dedicated locations and businesses are being built to

satisfy the rapidly increasing demand

A dramatic shift in technology generational change

the huge increase in the number of independent

workers and microbusinesses and the demand for

flexibility is fuelling this growth on a global scale

Coworking locations are popping up all over the

world in all major cities and demand for seats at

these locations cannot be met in its current format

The biggest player in this market WeWorkreg was

founded in 2010 Backed by major investors including

JP Morgan Chase Goldman Sachs Fidelity and

Harvard Corp WeWorkreg recently had a market

valuation of $16 billion - without owning a single

piece of real estate

The opportunity is massive and only a small penetration is needed to generate billions in revenue WeWorkreg undisputed industry leader

Coworking benefits Growth of Coworking

INCREASE IN CREATIVITY 71 of individuals working in Coworking environments reported an increase in creativity

CAN FOCUS BETTER 68 of people say they can focus better

IMPROVED STANDARD OF WORK 62 of coworkers say that Coworking has led to an improved standard of work

GREATER CONFIDENCE 90 of coworkers have increased self-confidence

FLEXIBILITY Coworking operators such as OurSpace provide facilities with 24 hour access

90

COWORKING LOCATIONS HAVE DOUBLED WORLDWIDE EVERY YEAR SINCE 2006 DESKMAGCOM

7800

30

87

OurSpace DubaiOurSpace Dubai

This younger generation has a different expectation of how their working life

looks and they adopt a much more flexible approach to the worklife balance

Couple this with the huge increase in microbusinesses freelancers and self-

employed people who embrace the role that technology now plays in the

workplace

The freedom to work in any place at any time is now a reality and the workplaces

of the future are changing

35

OF SMALL

BUSINESSES

USE SKYPE

AS A PRIMARY

COMMUNICATION

SERVICE

There is a huge shift in the global workforce being driven by Generation Z and now the Millennials

Work any place any time

The mobile revolution

ANNUAL SPACE COSTS

Deutsche Bank estimated approximate savings of

up to 30 by utilising flexible working DTZ

28savings

$7450 $10350

$10350standard office lease

$7450Membershiprent

$2550upfront costs

$600other expenses

Ch10486191048619an1048619ging b1048619usiness dy1048619namics

MICRO BUSINESSES

EMPLOY MORE THAN 7 MILLION PEOPLE IN THE UK

MAKING UP 96

OF BUSINESSES

$850occupancy expenses

They want the ability to grow their business and increase their workforce as they

require and not have to be tied into long term fixed asset commitments

Lloyds Bank have recently announced that 30 of their18000 strong workforce

have the ability to work flexibly - allowing the bank to significantly reduce its fixed

overheads Corporate decisions like this drive demand for Coworking spaces

Freelancers and small businesses all demand greater flexibility in todayrsquos working environment

109

OurSpace DubaiOurSpace Dubai

Supply amp Demand AboutOurSpace

Demand is outstripping supply in this hugegrowth sector by a factor of 31

MICRO-1048619BUSINESSESNOW1048619 REP1048619RESENT

DTZCOM

COWORKING SPACES DOUBLED

DESKMAGCOM

OF COLLABORATIVE WORK SPACE

DESKMAGCOM

AMERICANS WILL BE FREELANCE BY 2020

US BUREAU OF LABOR

OurSpace is a boutique Coworking space provider

with capitalisation of $66 million to open at least

50 locations in multiple key international gateway

cities over the next 3 - 5 years An extremely

strong management team have created a vision

that will take the OurSpace community to over

50000 Members and deliver the value add that the

workforce of the future is crying out for

Our first locations in Dubai (UAE) Miami New York

and Birmingham (UK) are set to be unrivalled in the

Coworking community More new locations are in

the pipeline for London Hong Kong San Francisco

Sydney and Singapore

OurSpace delivers what Members want an international community of Coworking spaces

96of all business

x2Year on year

7800in 2015 compared

to 30 in 2006

65millions or 40

of the workforce

Across the globe

43

15

Across their home country

7

Across their home city

There is a high demand for flexible workspaces with coworkers interested in Memberships that allow them to access facilities

1211

OurSpace DubaiOurSpace Dubai

The goal of climbing big dangerous mountains should be to obtain some sort of spiritual and personal growth but this wonrsquot happen if you compromise away the entire process

MiamiNYC DubaiBirmingham

OurSpace Miami

Miami is the Latin capital of the US with a huge concentration of mobile workers as a result the city has an urgent demand for Coworking office space OurSpace Miami will open in the heart Brickell in downtown Miami There is a strong demand for office space in Miami however traditional provision involving lengthy leases and long term financial commitments simply donrsquot work for start ups and most small businesses

OurSpace New York

There are 53 million freelancers in America today and by 2020 50 of the US workforce will be freelancers This has catapulted growth in the small to medium enterprise (SME) sector with swelling numbers of start-ups and solopreneurs now operating across strategic central business districts (CBDs) in the states The first New York OurSpace building is perfectly located in downtown Manhattan close to Wall Street and Ultra Trendy Tribeca Demand for bespoke Coworking environments continues to outstrip supply in Manhattan as developers fail to keep pace with the exponential growth of NYCrsquos freelance economy OurSpace is perfectly placed to take advantage

OurSpace Dubai

Dubai has an urgent demand for Coworking office space OurSpace has the perfect building that will deliver the best returns to our investors and a fantastic Coworking environment for the burgeoning freelance and start up community in Dubai Small businesses need an office environment where they can network with others without having the ongoing expense of long term leases OurSpace Dubai is perfectly placed to take advantage with its first Coworking office set to open in September 2016

OurSpace Birmingham

Birmingham ranks as the highest UK city for investment prospects in the 2016 Emerging Trends in Real Estate Europe 2016 Beyond the Capital report - a forecast published jointly by the Urban Land Institute (ULI) and PricewaterhouseCoopers (PwC) The Cityrsquos rise to prominence as an investment destination is largely due to exponential expansion in the small to medium enterprise sector (SME) OurSpace has secured a building which is perfectly located in one of Birminghamrsquos most prosperous business locations home to many of the 172 million people in the UK who work on a freelance basis

Master plan(phase 1)

San Francisco

BirminghamLondon

ParisChicago

New York

Miami DubaiShanghai

Hong Kong

Singapore

Sydney

12GATEWAY

CITIES

50LOCATIONS

50THOUSAND MEMBERS

3-5YEARS

To be the largest global boutique provider of flexible office space PHASE 2 27 FURTHER CITIES

1413

OurSpace DubaiOurSpace Dubai

Years

1

2

3

4

5

Return per Annum

$11750

$11750

$11750

$11750

$11750

Cumulative Return

$11750

$23500

$35250

$47000

$58750

Return $58750

Capital Value $100000

Total Return $158750

Call Option

$120000

$120000

$120000

$120000

$120000

DEBENTURE

A contract by which one party conveys land property or services to another for a specified time in return for a periodic payment

Your investment in numbers

Over 5 years receive ROI of $58750 (5875) based on your initial

$100000 debenture purchase

call option after 6 months only

1615

OurSpace DubaiOurSpace Dubai

The process

How it works

OurSpace application form completed

KYCAML checks completed (standard ID verification)

OurSpace approval

e-documents signed by purchaser amp countersigned by

OurSpace

Debenture ownership documents issued to

purchaser electronically

Purchaser automated bank payment details

set up

Income paid to

debenture holders

6

5

4

3

2

1

Proof of payment received

Payment receipt issued

Operational revenues streams

bull Membership Fees

bull Virtual Memberships

bull Hot Desks

bull Dedicated Desks

bull Multi Person Offices

bull Meeting Room Rentals

bull Food amp Beverage

bull Member Events

bull Brand Sponsorship

bull 24 Hour Usage

Membership Revenues Ancillary Revenues

Due to the multiple Membership revenue streams and additional ancillary revenues the Coworking model enables operators to be hugely profitable

1817

OurSpace DubaiOurSpace Dubai

For workspacedebenture holders

raquo Prime global locations - Major cities

raquo Open amp operational locations (Sep 2016)

raquo Fixed returns

raquo Call option at 120 after 6 months

raquo Non - correlated to investment markets

raquo No developer risk

raquo Matched trade exit via OurSpace portal

raquo Workspace debenture ownership

1048619Peace of1048654 mind 1048632Capitalisation

raquo $5m shareholder equity

raquo $36m corporate bond issuance

raquo $25m - through 1000 limited workspace debenture offerings to direct investors

raquo $66m Total Capitalisation

OurSpace is officially capitalised through a number of corporate finance intiatives

Phase one of the initial raise involves three carefully considered strategies

raquo Initial shareholder equity raquo Corporate bond raquo Workspace debenture offerings to direct investors

This provides us an initial seeding of $66 million allocated to the growth and expansion of the OurSpace master plan

2019

OurSpace DubaiOurSpace Dubai

Meet the Team

To collaborative team Members completing one another is more important than competing with one another

Kevan HalliwellCEO

Kevan has 30 years experience building up

and running international businesses in the

Construction and Luxury Materials Sectors In 2014 he exited his shareholding

in Sanipex Group having played a key role in taking the

company from start up to a pound100m turnover business

serving 32 countries As CEO Kevan now heads up the

business forOurSpace International

spearheading the rollout of 50 Coworking locations in 12 key global cities and the creation

of over 50000 Coworking Members

Malcolm DouglassCFO

With over 50 years experience in the insurance

industry covering the Far East and Europe

Malcolm brings a wealth of experience From captive risk management amp re-insurance

products to developing the UKrsquos first finance

and insurance warranty company he has worked with prestigious names including GE Capital UKI Insurance Genesis Special Risk Rolls Royce and Bentley Motors Malcolm will ensure that all OurSpace investors have the most effective finance

structures available to them

Edward RiceCCO

Edward has been a financial services

professional for the last 13 years He has assisted

clients in making key financial decisions during

his career throughout Europe Middle East and Asia He has worked with and run some of the top

companies within his field and has extensive

knowledge of the offshore investment market globally

Edward understands the products that investors are looking for and will ensure that OurSpace delivers

the best finance options for our clients

Sean PhillipsCOO

Having generated 16million members of 500 Fitness

First Health Clubs across 16 countries Sean is the perfect fit to spearhead

the membership of OurSpace users Seanrsquos brief also encompasses site selection interior

design sales marketing retention customer service

and staff training Seanrsquos passion for excellence

and empowerment in all business cultures and climates is well known

throughout the business world and his ability to

engender this in others is sensational

2221

OurSpace DubaiOurSpace Dubai

FAQs1 HOW IS MY WORKSPACE DEBENTURE PROTECTEDYour debenture is asset backed by a USD$36M

corporate bond (see debenture contract) USD$5M

shareholder equity and revenue generated from

global end user memberships

2 WHAT DO I GET OWNERSHIP OFYou will receive an ownership certificate for your

5-year workspace debenture You will also receive

a workspace debenture contract specifically

setting the terms and conditions of your workspace

debenture ownership This workspace debenture

contract states that the company is contractually

obliged to pay you a set income payment over a set

period of time

3 I WANT TO HAVE A LOOK AT THE COWORKING PREMISES FIRSTOurSpace premises will be open to the public from

Fall 2016 you are welcome to visit at any time

4 WHO ARE THE PRINCIPALS OF OURSPACE AND WHAT IS THEIR TRACK RECORDPlease see Meet the Team page

5 HOW CAN OURSPACE GUARANTEE SUCH REASONABLE RETURNSCoworking office space is a highly profitable business

model and OurSpace release only a limited

number of workspace debentures to purchasers

The workspace debenture you purchase is non-

linear this means multiple Membership holders

that all pay a monthly fee can use each workspace

This substantially increases returns and margins for

the owner operator and protects your workspace

debenture returns

6 WHAT ARE THE LIMITATIONS AS A FOREIGNERThere are no limitations to foreigners owning a

workspace debenture within OurSpace in any

gateway city location globally

7 DO I PAY TAX ON MY RENTAL INCOME FROMOURSPACEDue to the fact that our investors span the globe

and have different personal circumstances it isnrsquot

possible for us to offer tax advice OurSpace does

not withhold any taxes regardless of the jurisdiction

of the purchaser

8 WHATrsquoS THE EXPECTED CAPITAL GROWTHYour capital is expected to grow in line with inflation

thus ensuring the same purchasing power in the

future

9 HOW DO I SELL MY WORKSPACE DEBENTUREYour debenture is fully transferable and can be

sold to an inbound investor at anytime Once Our

Space has a number of locations operational the

online trading facility will be launched Also please

remember that OurSpace will endeavour to reclaim

your debenture as early as possible

10 WHAT HAPPENS TO MY WORKSPACE DEBENTURE IF OURSPACE IS FLOATED ONTO A STOCK EXCHANGE OR ACQUIRED BY A FINANCIAL INSTITUTIONAny liquidity event of this sort allows the company

access to even greater capital reserves with which

to service the return of its workspace debenture

holders This allows OurSpace to buy back your

debenture return your initial investment plus a 20

uplift

2423

Disclaimer This Information Memorandum has not been approved by any person authorised by the Financial Conduct Authority of the United Kingdom and such approval is required under section 21 of the Financial Services and Markets Act 2000 unless an exemption is available under that Act or the regulations made under it In the United Kingdom this Information Memorandum is exempt from the restriction in section 21 of FISMA 2000 on the communications of invitations or inducements to engage in investment activity on the grounds that it is only made to persons that are Any person falling within Category A or B listed below Category A means High Net Worth Individuals under Article 48 of the FISMA 2000 (Financial Promotions) Order 2005 being an individual fulfilling these conditions (1) he had during the financial year immediately preceding the date of the investment an annual income to the value of pound100000 or more or (2) he held throughout the financial year immediately preceding the date of the investment net assets to the value of pound250000 or more not including a property which is the individualrsquos primary residence or any loan secured on that residence any rights of individuals under a qualifying contract of insurance within the meaning of the FISMA 2000 (Regulated Activities) Order 2001 or any benefits (in the form of pensions or otherwise) which are payable on termination of the individualrsquos service or on their death or retirement to which they are (or their dependents are) or maybe entitled Category B means any other person to whom this Information Memorandum may lawfully be provided under FISMA 2000 or regulations made under that Act

This Information Memorandum must not be acted on or relied upon by persons who are not within Category A or B Any investment or investment activity to which this Information Memorandum relates is available only to persons in Category A or B and will be engaged in only with them By accepting and retaining this Information Memorandum each recipient is deemed to have agreed to this restriction

No securities referred to in this Information Memorandum will be registered under the Securities Act 1933 and they may not be offered or sold within the United States except under an exemption from or in a transaction not subject to the registration requirements of the Securities Act 1933 No offering of such securities may be offered or sold within the United Statesrdquo

Page 6: INVESTMENT MEMORANDUM - Optamac · placed to take advantage with its first Coworking office set to open in September 2016. Our//Space Birmingham Birmingham ranks as the highest UK

OurSpace DubaiOurSpace Dubai

This younger generation has a different expectation of how their working life

looks and they adopt a much more flexible approach to the worklife balance

Couple this with the huge increase in microbusinesses freelancers and self-

employed people who embrace the role that technology now plays in the

workplace

The freedom to work in any place at any time is now a reality and the workplaces

of the future are changing

35

OF SMALL

BUSINESSES

USE SKYPE

AS A PRIMARY

COMMUNICATION

SERVICE

There is a huge shift in the global workforce being driven by Generation Z and now the Millennials

Work any place any time

The mobile revolution

ANNUAL SPACE COSTS

Deutsche Bank estimated approximate savings of

up to 30 by utilising flexible working DTZ

28savings

$7450 $10350

$10350standard office lease

$7450Membershiprent

$2550upfront costs

$600other expenses

Ch10486191048619an1048619ging b1048619usiness dy1048619namics

MICRO BUSINESSES

EMPLOY MORE THAN 7 MILLION PEOPLE IN THE UK

MAKING UP 96

OF BUSINESSES

$850occupancy expenses

They want the ability to grow their business and increase their workforce as they

require and not have to be tied into long term fixed asset commitments

Lloyds Bank have recently announced that 30 of their18000 strong workforce

have the ability to work flexibly - allowing the bank to significantly reduce its fixed

overheads Corporate decisions like this drive demand for Coworking spaces

Freelancers and small businesses all demand greater flexibility in todayrsquos working environment

109

OurSpace DubaiOurSpace Dubai

Supply amp Demand AboutOurSpace

Demand is outstripping supply in this hugegrowth sector by a factor of 31

MICRO-1048619BUSINESSESNOW1048619 REP1048619RESENT

DTZCOM

COWORKING SPACES DOUBLED

DESKMAGCOM

OF COLLABORATIVE WORK SPACE

DESKMAGCOM

AMERICANS WILL BE FREELANCE BY 2020

US BUREAU OF LABOR

OurSpace is a boutique Coworking space provider

with capitalisation of $66 million to open at least

50 locations in multiple key international gateway

cities over the next 3 - 5 years An extremely

strong management team have created a vision

that will take the OurSpace community to over

50000 Members and deliver the value add that the

workforce of the future is crying out for

Our first locations in Dubai (UAE) Miami New York

and Birmingham (UK) are set to be unrivalled in the

Coworking community More new locations are in

the pipeline for London Hong Kong San Francisco

Sydney and Singapore

OurSpace delivers what Members want an international community of Coworking spaces

96of all business

x2Year on year

7800in 2015 compared

to 30 in 2006

65millions or 40

of the workforce

Across the globe

43

15

Across their home country

7

Across their home city

There is a high demand for flexible workspaces with coworkers interested in Memberships that allow them to access facilities

1211

OurSpace DubaiOurSpace Dubai

The goal of climbing big dangerous mountains should be to obtain some sort of spiritual and personal growth but this wonrsquot happen if you compromise away the entire process

MiamiNYC DubaiBirmingham

OurSpace Miami

Miami is the Latin capital of the US with a huge concentration of mobile workers as a result the city has an urgent demand for Coworking office space OurSpace Miami will open in the heart Brickell in downtown Miami There is a strong demand for office space in Miami however traditional provision involving lengthy leases and long term financial commitments simply donrsquot work for start ups and most small businesses

OurSpace New York

There are 53 million freelancers in America today and by 2020 50 of the US workforce will be freelancers This has catapulted growth in the small to medium enterprise (SME) sector with swelling numbers of start-ups and solopreneurs now operating across strategic central business districts (CBDs) in the states The first New York OurSpace building is perfectly located in downtown Manhattan close to Wall Street and Ultra Trendy Tribeca Demand for bespoke Coworking environments continues to outstrip supply in Manhattan as developers fail to keep pace with the exponential growth of NYCrsquos freelance economy OurSpace is perfectly placed to take advantage

OurSpace Dubai

Dubai has an urgent demand for Coworking office space OurSpace has the perfect building that will deliver the best returns to our investors and a fantastic Coworking environment for the burgeoning freelance and start up community in Dubai Small businesses need an office environment where they can network with others without having the ongoing expense of long term leases OurSpace Dubai is perfectly placed to take advantage with its first Coworking office set to open in September 2016

OurSpace Birmingham

Birmingham ranks as the highest UK city for investment prospects in the 2016 Emerging Trends in Real Estate Europe 2016 Beyond the Capital report - a forecast published jointly by the Urban Land Institute (ULI) and PricewaterhouseCoopers (PwC) The Cityrsquos rise to prominence as an investment destination is largely due to exponential expansion in the small to medium enterprise sector (SME) OurSpace has secured a building which is perfectly located in one of Birminghamrsquos most prosperous business locations home to many of the 172 million people in the UK who work on a freelance basis

Master plan(phase 1)

San Francisco

BirminghamLondon

ParisChicago

New York

Miami DubaiShanghai

Hong Kong

Singapore

Sydney

12GATEWAY

CITIES

50LOCATIONS

50THOUSAND MEMBERS

3-5YEARS

To be the largest global boutique provider of flexible office space PHASE 2 27 FURTHER CITIES

1413

OurSpace DubaiOurSpace Dubai

Years

1

2

3

4

5

Return per Annum

$11750

$11750

$11750

$11750

$11750

Cumulative Return

$11750

$23500

$35250

$47000

$58750

Return $58750

Capital Value $100000

Total Return $158750

Call Option

$120000

$120000

$120000

$120000

$120000

DEBENTURE

A contract by which one party conveys land property or services to another for a specified time in return for a periodic payment

Your investment in numbers

Over 5 years receive ROI of $58750 (5875) based on your initial

$100000 debenture purchase

call option after 6 months only

1615

OurSpace DubaiOurSpace Dubai

The process

How it works

OurSpace application form completed

KYCAML checks completed (standard ID verification)

OurSpace approval

e-documents signed by purchaser amp countersigned by

OurSpace

Debenture ownership documents issued to

purchaser electronically

Purchaser automated bank payment details

set up

Income paid to

debenture holders

6

5

4

3

2

1

Proof of payment received

Payment receipt issued

Operational revenues streams

bull Membership Fees

bull Virtual Memberships

bull Hot Desks

bull Dedicated Desks

bull Multi Person Offices

bull Meeting Room Rentals

bull Food amp Beverage

bull Member Events

bull Brand Sponsorship

bull 24 Hour Usage

Membership Revenues Ancillary Revenues

Due to the multiple Membership revenue streams and additional ancillary revenues the Coworking model enables operators to be hugely profitable

1817

OurSpace DubaiOurSpace Dubai

For workspacedebenture holders

raquo Prime global locations - Major cities

raquo Open amp operational locations (Sep 2016)

raquo Fixed returns

raquo Call option at 120 after 6 months

raquo Non - correlated to investment markets

raquo No developer risk

raquo Matched trade exit via OurSpace portal

raquo Workspace debenture ownership

1048619Peace of1048654 mind 1048632Capitalisation

raquo $5m shareholder equity

raquo $36m corporate bond issuance

raquo $25m - through 1000 limited workspace debenture offerings to direct investors

raquo $66m Total Capitalisation

OurSpace is officially capitalised through a number of corporate finance intiatives

Phase one of the initial raise involves three carefully considered strategies

raquo Initial shareholder equity raquo Corporate bond raquo Workspace debenture offerings to direct investors

This provides us an initial seeding of $66 million allocated to the growth and expansion of the OurSpace master plan

2019

OurSpace DubaiOurSpace Dubai

Meet the Team

To collaborative team Members completing one another is more important than competing with one another

Kevan HalliwellCEO

Kevan has 30 years experience building up

and running international businesses in the

Construction and Luxury Materials Sectors In 2014 he exited his shareholding

in Sanipex Group having played a key role in taking the

company from start up to a pound100m turnover business

serving 32 countries As CEO Kevan now heads up the

business forOurSpace International

spearheading the rollout of 50 Coworking locations in 12 key global cities and the creation

of over 50000 Coworking Members

Malcolm DouglassCFO

With over 50 years experience in the insurance

industry covering the Far East and Europe

Malcolm brings a wealth of experience From captive risk management amp re-insurance

products to developing the UKrsquos first finance

and insurance warranty company he has worked with prestigious names including GE Capital UKI Insurance Genesis Special Risk Rolls Royce and Bentley Motors Malcolm will ensure that all OurSpace investors have the most effective finance

structures available to them

Edward RiceCCO

Edward has been a financial services

professional for the last 13 years He has assisted

clients in making key financial decisions during

his career throughout Europe Middle East and Asia He has worked with and run some of the top

companies within his field and has extensive

knowledge of the offshore investment market globally

Edward understands the products that investors are looking for and will ensure that OurSpace delivers

the best finance options for our clients

Sean PhillipsCOO

Having generated 16million members of 500 Fitness

First Health Clubs across 16 countries Sean is the perfect fit to spearhead

the membership of OurSpace users Seanrsquos brief also encompasses site selection interior

design sales marketing retention customer service

and staff training Seanrsquos passion for excellence

and empowerment in all business cultures and climates is well known

throughout the business world and his ability to

engender this in others is sensational

2221

OurSpace DubaiOurSpace Dubai

FAQs1 HOW IS MY WORKSPACE DEBENTURE PROTECTEDYour debenture is asset backed by a USD$36M

corporate bond (see debenture contract) USD$5M

shareholder equity and revenue generated from

global end user memberships

2 WHAT DO I GET OWNERSHIP OFYou will receive an ownership certificate for your

5-year workspace debenture You will also receive

a workspace debenture contract specifically

setting the terms and conditions of your workspace

debenture ownership This workspace debenture

contract states that the company is contractually

obliged to pay you a set income payment over a set

period of time

3 I WANT TO HAVE A LOOK AT THE COWORKING PREMISES FIRSTOurSpace premises will be open to the public from

Fall 2016 you are welcome to visit at any time

4 WHO ARE THE PRINCIPALS OF OURSPACE AND WHAT IS THEIR TRACK RECORDPlease see Meet the Team page

5 HOW CAN OURSPACE GUARANTEE SUCH REASONABLE RETURNSCoworking office space is a highly profitable business

model and OurSpace release only a limited

number of workspace debentures to purchasers

The workspace debenture you purchase is non-

linear this means multiple Membership holders

that all pay a monthly fee can use each workspace

This substantially increases returns and margins for

the owner operator and protects your workspace

debenture returns

6 WHAT ARE THE LIMITATIONS AS A FOREIGNERThere are no limitations to foreigners owning a

workspace debenture within OurSpace in any

gateway city location globally

7 DO I PAY TAX ON MY RENTAL INCOME FROMOURSPACEDue to the fact that our investors span the globe

and have different personal circumstances it isnrsquot

possible for us to offer tax advice OurSpace does

not withhold any taxes regardless of the jurisdiction

of the purchaser

8 WHATrsquoS THE EXPECTED CAPITAL GROWTHYour capital is expected to grow in line with inflation

thus ensuring the same purchasing power in the

future

9 HOW DO I SELL MY WORKSPACE DEBENTUREYour debenture is fully transferable and can be

sold to an inbound investor at anytime Once Our

Space has a number of locations operational the

online trading facility will be launched Also please

remember that OurSpace will endeavour to reclaim

your debenture as early as possible

10 WHAT HAPPENS TO MY WORKSPACE DEBENTURE IF OURSPACE IS FLOATED ONTO A STOCK EXCHANGE OR ACQUIRED BY A FINANCIAL INSTITUTIONAny liquidity event of this sort allows the company

access to even greater capital reserves with which

to service the return of its workspace debenture

holders This allows OurSpace to buy back your

debenture return your initial investment plus a 20

uplift

2423

Disclaimer This Information Memorandum has not been approved by any person authorised by the Financial Conduct Authority of the United Kingdom and such approval is required under section 21 of the Financial Services and Markets Act 2000 unless an exemption is available under that Act or the regulations made under it In the United Kingdom this Information Memorandum is exempt from the restriction in section 21 of FISMA 2000 on the communications of invitations or inducements to engage in investment activity on the grounds that it is only made to persons that are Any person falling within Category A or B listed below Category A means High Net Worth Individuals under Article 48 of the FISMA 2000 (Financial Promotions) Order 2005 being an individual fulfilling these conditions (1) he had during the financial year immediately preceding the date of the investment an annual income to the value of pound100000 or more or (2) he held throughout the financial year immediately preceding the date of the investment net assets to the value of pound250000 or more not including a property which is the individualrsquos primary residence or any loan secured on that residence any rights of individuals under a qualifying contract of insurance within the meaning of the FISMA 2000 (Regulated Activities) Order 2001 or any benefits (in the form of pensions or otherwise) which are payable on termination of the individualrsquos service or on their death or retirement to which they are (or their dependents are) or maybe entitled Category B means any other person to whom this Information Memorandum may lawfully be provided under FISMA 2000 or regulations made under that Act

This Information Memorandum must not be acted on or relied upon by persons who are not within Category A or B Any investment or investment activity to which this Information Memorandum relates is available only to persons in Category A or B and will be engaged in only with them By accepting and retaining this Information Memorandum each recipient is deemed to have agreed to this restriction

No securities referred to in this Information Memorandum will be registered under the Securities Act 1933 and they may not be offered or sold within the United States except under an exemption from or in a transaction not subject to the registration requirements of the Securities Act 1933 No offering of such securities may be offered or sold within the United Statesrdquo

Page 7: INVESTMENT MEMORANDUM - Optamac · placed to take advantage with its first Coworking office set to open in September 2016. Our//Space Birmingham Birmingham ranks as the highest UK

OurSpace DubaiOurSpace Dubai

Supply amp Demand AboutOurSpace

Demand is outstripping supply in this hugegrowth sector by a factor of 31

MICRO-1048619BUSINESSESNOW1048619 REP1048619RESENT

DTZCOM

COWORKING SPACES DOUBLED

DESKMAGCOM

OF COLLABORATIVE WORK SPACE

DESKMAGCOM

AMERICANS WILL BE FREELANCE BY 2020

US BUREAU OF LABOR

OurSpace is a boutique Coworking space provider

with capitalisation of $66 million to open at least

50 locations in multiple key international gateway

cities over the next 3 - 5 years An extremely

strong management team have created a vision

that will take the OurSpace community to over

50000 Members and deliver the value add that the

workforce of the future is crying out for

Our first locations in Dubai (UAE) Miami New York

and Birmingham (UK) are set to be unrivalled in the

Coworking community More new locations are in

the pipeline for London Hong Kong San Francisco

Sydney and Singapore

OurSpace delivers what Members want an international community of Coworking spaces

96of all business

x2Year on year

7800in 2015 compared

to 30 in 2006

65millions or 40

of the workforce

Across the globe

43

15

Across their home country

7

Across their home city

There is a high demand for flexible workspaces with coworkers interested in Memberships that allow them to access facilities

1211

OurSpace DubaiOurSpace Dubai

The goal of climbing big dangerous mountains should be to obtain some sort of spiritual and personal growth but this wonrsquot happen if you compromise away the entire process

MiamiNYC DubaiBirmingham

OurSpace Miami

Miami is the Latin capital of the US with a huge concentration of mobile workers as a result the city has an urgent demand for Coworking office space OurSpace Miami will open in the heart Brickell in downtown Miami There is a strong demand for office space in Miami however traditional provision involving lengthy leases and long term financial commitments simply donrsquot work for start ups and most small businesses

OurSpace New York

There are 53 million freelancers in America today and by 2020 50 of the US workforce will be freelancers This has catapulted growth in the small to medium enterprise (SME) sector with swelling numbers of start-ups and solopreneurs now operating across strategic central business districts (CBDs) in the states The first New York OurSpace building is perfectly located in downtown Manhattan close to Wall Street and Ultra Trendy Tribeca Demand for bespoke Coworking environments continues to outstrip supply in Manhattan as developers fail to keep pace with the exponential growth of NYCrsquos freelance economy OurSpace is perfectly placed to take advantage

OurSpace Dubai

Dubai has an urgent demand for Coworking office space OurSpace has the perfect building that will deliver the best returns to our investors and a fantastic Coworking environment for the burgeoning freelance and start up community in Dubai Small businesses need an office environment where they can network with others without having the ongoing expense of long term leases OurSpace Dubai is perfectly placed to take advantage with its first Coworking office set to open in September 2016

OurSpace Birmingham

Birmingham ranks as the highest UK city for investment prospects in the 2016 Emerging Trends in Real Estate Europe 2016 Beyond the Capital report - a forecast published jointly by the Urban Land Institute (ULI) and PricewaterhouseCoopers (PwC) The Cityrsquos rise to prominence as an investment destination is largely due to exponential expansion in the small to medium enterprise sector (SME) OurSpace has secured a building which is perfectly located in one of Birminghamrsquos most prosperous business locations home to many of the 172 million people in the UK who work on a freelance basis

Master plan(phase 1)

San Francisco

BirminghamLondon

ParisChicago

New York

Miami DubaiShanghai

Hong Kong

Singapore

Sydney

12GATEWAY

CITIES

50LOCATIONS

50THOUSAND MEMBERS

3-5YEARS

To be the largest global boutique provider of flexible office space PHASE 2 27 FURTHER CITIES

1413

OurSpace DubaiOurSpace Dubai

Years

1

2

3

4

5

Return per Annum

$11750

$11750

$11750

$11750

$11750

Cumulative Return

$11750

$23500

$35250

$47000

$58750

Return $58750

Capital Value $100000

Total Return $158750

Call Option

$120000

$120000

$120000

$120000

$120000

DEBENTURE

A contract by which one party conveys land property or services to another for a specified time in return for a periodic payment

Your investment in numbers

Over 5 years receive ROI of $58750 (5875) based on your initial

$100000 debenture purchase

call option after 6 months only

1615

OurSpace DubaiOurSpace Dubai

The process

How it works

OurSpace application form completed

KYCAML checks completed (standard ID verification)

OurSpace approval

e-documents signed by purchaser amp countersigned by

OurSpace

Debenture ownership documents issued to

purchaser electronically

Purchaser automated bank payment details

set up

Income paid to

debenture holders

6

5

4

3

2

1

Proof of payment received

Payment receipt issued

Operational revenues streams

bull Membership Fees

bull Virtual Memberships

bull Hot Desks

bull Dedicated Desks

bull Multi Person Offices

bull Meeting Room Rentals

bull Food amp Beverage

bull Member Events

bull Brand Sponsorship

bull 24 Hour Usage

Membership Revenues Ancillary Revenues

Due to the multiple Membership revenue streams and additional ancillary revenues the Coworking model enables operators to be hugely profitable

1817

OurSpace DubaiOurSpace Dubai

For workspacedebenture holders

raquo Prime global locations - Major cities

raquo Open amp operational locations (Sep 2016)

raquo Fixed returns

raquo Call option at 120 after 6 months

raquo Non - correlated to investment markets

raquo No developer risk

raquo Matched trade exit via OurSpace portal

raquo Workspace debenture ownership

1048619Peace of1048654 mind 1048632Capitalisation

raquo $5m shareholder equity

raquo $36m corporate bond issuance

raquo $25m - through 1000 limited workspace debenture offerings to direct investors

raquo $66m Total Capitalisation

OurSpace is officially capitalised through a number of corporate finance intiatives

Phase one of the initial raise involves three carefully considered strategies

raquo Initial shareholder equity raquo Corporate bond raquo Workspace debenture offerings to direct investors

This provides us an initial seeding of $66 million allocated to the growth and expansion of the OurSpace master plan

2019

OurSpace DubaiOurSpace Dubai

Meet the Team

To collaborative team Members completing one another is more important than competing with one another

Kevan HalliwellCEO

Kevan has 30 years experience building up

and running international businesses in the

Construction and Luxury Materials Sectors In 2014 he exited his shareholding

in Sanipex Group having played a key role in taking the

company from start up to a pound100m turnover business

serving 32 countries As CEO Kevan now heads up the

business forOurSpace International

spearheading the rollout of 50 Coworking locations in 12 key global cities and the creation

of over 50000 Coworking Members

Malcolm DouglassCFO

With over 50 years experience in the insurance

industry covering the Far East and Europe

Malcolm brings a wealth of experience From captive risk management amp re-insurance

products to developing the UKrsquos first finance

and insurance warranty company he has worked with prestigious names including GE Capital UKI Insurance Genesis Special Risk Rolls Royce and Bentley Motors Malcolm will ensure that all OurSpace investors have the most effective finance

structures available to them

Edward RiceCCO

Edward has been a financial services

professional for the last 13 years He has assisted

clients in making key financial decisions during

his career throughout Europe Middle East and Asia He has worked with and run some of the top

companies within his field and has extensive

knowledge of the offshore investment market globally

Edward understands the products that investors are looking for and will ensure that OurSpace delivers

the best finance options for our clients

Sean PhillipsCOO

Having generated 16million members of 500 Fitness

First Health Clubs across 16 countries Sean is the perfect fit to spearhead

the membership of OurSpace users Seanrsquos brief also encompasses site selection interior

design sales marketing retention customer service

and staff training Seanrsquos passion for excellence

and empowerment in all business cultures and climates is well known

throughout the business world and his ability to

engender this in others is sensational

2221

OurSpace DubaiOurSpace Dubai

FAQs1 HOW IS MY WORKSPACE DEBENTURE PROTECTEDYour debenture is asset backed by a USD$36M

corporate bond (see debenture contract) USD$5M

shareholder equity and revenue generated from

global end user memberships

2 WHAT DO I GET OWNERSHIP OFYou will receive an ownership certificate for your

5-year workspace debenture You will also receive

a workspace debenture contract specifically

setting the terms and conditions of your workspace

debenture ownership This workspace debenture

contract states that the company is contractually

obliged to pay you a set income payment over a set

period of time

3 I WANT TO HAVE A LOOK AT THE COWORKING PREMISES FIRSTOurSpace premises will be open to the public from

Fall 2016 you are welcome to visit at any time

4 WHO ARE THE PRINCIPALS OF OURSPACE AND WHAT IS THEIR TRACK RECORDPlease see Meet the Team page

5 HOW CAN OURSPACE GUARANTEE SUCH REASONABLE RETURNSCoworking office space is a highly profitable business

model and OurSpace release only a limited

number of workspace debentures to purchasers

The workspace debenture you purchase is non-

linear this means multiple Membership holders

that all pay a monthly fee can use each workspace

This substantially increases returns and margins for

the owner operator and protects your workspace

debenture returns

6 WHAT ARE THE LIMITATIONS AS A FOREIGNERThere are no limitations to foreigners owning a

workspace debenture within OurSpace in any

gateway city location globally

7 DO I PAY TAX ON MY RENTAL INCOME FROMOURSPACEDue to the fact that our investors span the globe

and have different personal circumstances it isnrsquot

possible for us to offer tax advice OurSpace does

not withhold any taxes regardless of the jurisdiction

of the purchaser

8 WHATrsquoS THE EXPECTED CAPITAL GROWTHYour capital is expected to grow in line with inflation

thus ensuring the same purchasing power in the

future

9 HOW DO I SELL MY WORKSPACE DEBENTUREYour debenture is fully transferable and can be

sold to an inbound investor at anytime Once Our

Space has a number of locations operational the

online trading facility will be launched Also please

remember that OurSpace will endeavour to reclaim

your debenture as early as possible

10 WHAT HAPPENS TO MY WORKSPACE DEBENTURE IF OURSPACE IS FLOATED ONTO A STOCK EXCHANGE OR ACQUIRED BY A FINANCIAL INSTITUTIONAny liquidity event of this sort allows the company

access to even greater capital reserves with which

to service the return of its workspace debenture

holders This allows OurSpace to buy back your

debenture return your initial investment plus a 20

uplift

2423

Disclaimer This Information Memorandum has not been approved by any person authorised by the Financial Conduct Authority of the United Kingdom and such approval is required under section 21 of the Financial Services and Markets Act 2000 unless an exemption is available under that Act or the regulations made under it In the United Kingdom this Information Memorandum is exempt from the restriction in section 21 of FISMA 2000 on the communications of invitations or inducements to engage in investment activity on the grounds that it is only made to persons that are Any person falling within Category A or B listed below Category A means High Net Worth Individuals under Article 48 of the FISMA 2000 (Financial Promotions) Order 2005 being an individual fulfilling these conditions (1) he had during the financial year immediately preceding the date of the investment an annual income to the value of pound100000 or more or (2) he held throughout the financial year immediately preceding the date of the investment net assets to the value of pound250000 or more not including a property which is the individualrsquos primary residence or any loan secured on that residence any rights of individuals under a qualifying contract of insurance within the meaning of the FISMA 2000 (Regulated Activities) Order 2001 or any benefits (in the form of pensions or otherwise) which are payable on termination of the individualrsquos service or on their death or retirement to which they are (or their dependents are) or maybe entitled Category B means any other person to whom this Information Memorandum may lawfully be provided under FISMA 2000 or regulations made under that Act

This Information Memorandum must not be acted on or relied upon by persons who are not within Category A or B Any investment or investment activity to which this Information Memorandum relates is available only to persons in Category A or B and will be engaged in only with them By accepting and retaining this Information Memorandum each recipient is deemed to have agreed to this restriction

No securities referred to in this Information Memorandum will be registered under the Securities Act 1933 and they may not be offered or sold within the United States except under an exemption from or in a transaction not subject to the registration requirements of the Securities Act 1933 No offering of such securities may be offered or sold within the United Statesrdquo

Page 8: INVESTMENT MEMORANDUM - Optamac · placed to take advantage with its first Coworking office set to open in September 2016. Our//Space Birmingham Birmingham ranks as the highest UK

OurSpace DubaiOurSpace Dubai

The goal of climbing big dangerous mountains should be to obtain some sort of spiritual and personal growth but this wonrsquot happen if you compromise away the entire process

MiamiNYC DubaiBirmingham

OurSpace Miami

Miami is the Latin capital of the US with a huge concentration of mobile workers as a result the city has an urgent demand for Coworking office space OurSpace Miami will open in the heart Brickell in downtown Miami There is a strong demand for office space in Miami however traditional provision involving lengthy leases and long term financial commitments simply donrsquot work for start ups and most small businesses

OurSpace New York

There are 53 million freelancers in America today and by 2020 50 of the US workforce will be freelancers This has catapulted growth in the small to medium enterprise (SME) sector with swelling numbers of start-ups and solopreneurs now operating across strategic central business districts (CBDs) in the states The first New York OurSpace building is perfectly located in downtown Manhattan close to Wall Street and Ultra Trendy Tribeca Demand for bespoke Coworking environments continues to outstrip supply in Manhattan as developers fail to keep pace with the exponential growth of NYCrsquos freelance economy OurSpace is perfectly placed to take advantage

OurSpace Dubai

Dubai has an urgent demand for Coworking office space OurSpace has the perfect building that will deliver the best returns to our investors and a fantastic Coworking environment for the burgeoning freelance and start up community in Dubai Small businesses need an office environment where they can network with others without having the ongoing expense of long term leases OurSpace Dubai is perfectly placed to take advantage with its first Coworking office set to open in September 2016

OurSpace Birmingham

Birmingham ranks as the highest UK city for investment prospects in the 2016 Emerging Trends in Real Estate Europe 2016 Beyond the Capital report - a forecast published jointly by the Urban Land Institute (ULI) and PricewaterhouseCoopers (PwC) The Cityrsquos rise to prominence as an investment destination is largely due to exponential expansion in the small to medium enterprise sector (SME) OurSpace has secured a building which is perfectly located in one of Birminghamrsquos most prosperous business locations home to many of the 172 million people in the UK who work on a freelance basis

Master plan(phase 1)

San Francisco

BirminghamLondon

ParisChicago

New York

Miami DubaiShanghai

Hong Kong

Singapore

Sydney

12GATEWAY

CITIES

50LOCATIONS

50THOUSAND MEMBERS

3-5YEARS

To be the largest global boutique provider of flexible office space PHASE 2 27 FURTHER CITIES

1413

OurSpace DubaiOurSpace Dubai

Years

1

2

3

4

5

Return per Annum

$11750

$11750

$11750

$11750

$11750

Cumulative Return

$11750

$23500

$35250

$47000

$58750

Return $58750

Capital Value $100000

Total Return $158750

Call Option

$120000

$120000

$120000

$120000

$120000

DEBENTURE

A contract by which one party conveys land property or services to another for a specified time in return for a periodic payment

Your investment in numbers

Over 5 years receive ROI of $58750 (5875) based on your initial

$100000 debenture purchase

call option after 6 months only

1615

OurSpace DubaiOurSpace Dubai

The process

How it works

OurSpace application form completed

KYCAML checks completed (standard ID verification)

OurSpace approval

e-documents signed by purchaser amp countersigned by

OurSpace

Debenture ownership documents issued to

purchaser electronically

Purchaser automated bank payment details

set up

Income paid to

debenture holders

6

5

4

3

2

1

Proof of payment received

Payment receipt issued

Operational revenues streams

bull Membership Fees

bull Virtual Memberships

bull Hot Desks

bull Dedicated Desks

bull Multi Person Offices

bull Meeting Room Rentals

bull Food amp Beverage

bull Member Events

bull Brand Sponsorship

bull 24 Hour Usage

Membership Revenues Ancillary Revenues

Due to the multiple Membership revenue streams and additional ancillary revenues the Coworking model enables operators to be hugely profitable

1817

OurSpace DubaiOurSpace Dubai

For workspacedebenture holders

raquo Prime global locations - Major cities

raquo Open amp operational locations (Sep 2016)

raquo Fixed returns

raquo Call option at 120 after 6 months

raquo Non - correlated to investment markets

raquo No developer risk

raquo Matched trade exit via OurSpace portal

raquo Workspace debenture ownership

1048619Peace of1048654 mind 1048632Capitalisation

raquo $5m shareholder equity

raquo $36m corporate bond issuance

raquo $25m - through 1000 limited workspace debenture offerings to direct investors

raquo $66m Total Capitalisation

OurSpace is officially capitalised through a number of corporate finance intiatives

Phase one of the initial raise involves three carefully considered strategies

raquo Initial shareholder equity raquo Corporate bond raquo Workspace debenture offerings to direct investors

This provides us an initial seeding of $66 million allocated to the growth and expansion of the OurSpace master plan

2019

OurSpace DubaiOurSpace Dubai

Meet the Team

To collaborative team Members completing one another is more important than competing with one another

Kevan HalliwellCEO

Kevan has 30 years experience building up

and running international businesses in the

Construction and Luxury Materials Sectors In 2014 he exited his shareholding

in Sanipex Group having played a key role in taking the

company from start up to a pound100m turnover business

serving 32 countries As CEO Kevan now heads up the

business forOurSpace International

spearheading the rollout of 50 Coworking locations in 12 key global cities and the creation

of over 50000 Coworking Members

Malcolm DouglassCFO

With over 50 years experience in the insurance

industry covering the Far East and Europe

Malcolm brings a wealth of experience From captive risk management amp re-insurance

products to developing the UKrsquos first finance

and insurance warranty company he has worked with prestigious names including GE Capital UKI Insurance Genesis Special Risk Rolls Royce and Bentley Motors Malcolm will ensure that all OurSpace investors have the most effective finance

structures available to them

Edward RiceCCO

Edward has been a financial services

professional for the last 13 years He has assisted

clients in making key financial decisions during

his career throughout Europe Middle East and Asia He has worked with and run some of the top

companies within his field and has extensive

knowledge of the offshore investment market globally

Edward understands the products that investors are looking for and will ensure that OurSpace delivers

the best finance options for our clients

Sean PhillipsCOO

Having generated 16million members of 500 Fitness

First Health Clubs across 16 countries Sean is the perfect fit to spearhead

the membership of OurSpace users Seanrsquos brief also encompasses site selection interior

design sales marketing retention customer service

and staff training Seanrsquos passion for excellence

and empowerment in all business cultures and climates is well known

throughout the business world and his ability to

engender this in others is sensational

2221

OurSpace DubaiOurSpace Dubai

FAQs1 HOW IS MY WORKSPACE DEBENTURE PROTECTEDYour debenture is asset backed by a USD$36M

corporate bond (see debenture contract) USD$5M

shareholder equity and revenue generated from

global end user memberships

2 WHAT DO I GET OWNERSHIP OFYou will receive an ownership certificate for your

5-year workspace debenture You will also receive

a workspace debenture contract specifically

setting the terms and conditions of your workspace

debenture ownership This workspace debenture

contract states that the company is contractually

obliged to pay you a set income payment over a set

period of time

3 I WANT TO HAVE A LOOK AT THE COWORKING PREMISES FIRSTOurSpace premises will be open to the public from

Fall 2016 you are welcome to visit at any time

4 WHO ARE THE PRINCIPALS OF OURSPACE AND WHAT IS THEIR TRACK RECORDPlease see Meet the Team page

5 HOW CAN OURSPACE GUARANTEE SUCH REASONABLE RETURNSCoworking office space is a highly profitable business

model and OurSpace release only a limited

number of workspace debentures to purchasers

The workspace debenture you purchase is non-

linear this means multiple Membership holders

that all pay a monthly fee can use each workspace

This substantially increases returns and margins for

the owner operator and protects your workspace

debenture returns

6 WHAT ARE THE LIMITATIONS AS A FOREIGNERThere are no limitations to foreigners owning a

workspace debenture within OurSpace in any

gateway city location globally

7 DO I PAY TAX ON MY RENTAL INCOME FROMOURSPACEDue to the fact that our investors span the globe

and have different personal circumstances it isnrsquot

possible for us to offer tax advice OurSpace does

not withhold any taxes regardless of the jurisdiction

of the purchaser

8 WHATrsquoS THE EXPECTED CAPITAL GROWTHYour capital is expected to grow in line with inflation

thus ensuring the same purchasing power in the

future

9 HOW DO I SELL MY WORKSPACE DEBENTUREYour debenture is fully transferable and can be

sold to an inbound investor at anytime Once Our

Space has a number of locations operational the

online trading facility will be launched Also please

remember that OurSpace will endeavour to reclaim

your debenture as early as possible

10 WHAT HAPPENS TO MY WORKSPACE DEBENTURE IF OURSPACE IS FLOATED ONTO A STOCK EXCHANGE OR ACQUIRED BY A FINANCIAL INSTITUTIONAny liquidity event of this sort allows the company

access to even greater capital reserves with which

to service the return of its workspace debenture

holders This allows OurSpace to buy back your

debenture return your initial investment plus a 20

uplift

2423

Disclaimer This Information Memorandum has not been approved by any person authorised by the Financial Conduct Authority of the United Kingdom and such approval is required under section 21 of the Financial Services and Markets Act 2000 unless an exemption is available under that Act or the regulations made under it In the United Kingdom this Information Memorandum is exempt from the restriction in section 21 of FISMA 2000 on the communications of invitations or inducements to engage in investment activity on the grounds that it is only made to persons that are Any person falling within Category A or B listed below Category A means High Net Worth Individuals under Article 48 of the FISMA 2000 (Financial Promotions) Order 2005 being an individual fulfilling these conditions (1) he had during the financial year immediately preceding the date of the investment an annual income to the value of pound100000 or more or (2) he held throughout the financial year immediately preceding the date of the investment net assets to the value of pound250000 or more not including a property which is the individualrsquos primary residence or any loan secured on that residence any rights of individuals under a qualifying contract of insurance within the meaning of the FISMA 2000 (Regulated Activities) Order 2001 or any benefits (in the form of pensions or otherwise) which are payable on termination of the individualrsquos service or on their death or retirement to which they are (or their dependents are) or maybe entitled Category B means any other person to whom this Information Memorandum may lawfully be provided under FISMA 2000 or regulations made under that Act

This Information Memorandum must not be acted on or relied upon by persons who are not within Category A or B Any investment or investment activity to which this Information Memorandum relates is available only to persons in Category A or B and will be engaged in only with them By accepting and retaining this Information Memorandum each recipient is deemed to have agreed to this restriction

No securities referred to in this Information Memorandum will be registered under the Securities Act 1933 and they may not be offered or sold within the United States except under an exemption from or in a transaction not subject to the registration requirements of the Securities Act 1933 No offering of such securities may be offered or sold within the United Statesrdquo

Page 9: INVESTMENT MEMORANDUM - Optamac · placed to take advantage with its first Coworking office set to open in September 2016. Our//Space Birmingham Birmingham ranks as the highest UK

OurSpace DubaiOurSpace Dubai

Years

1

2

3

4

5

Return per Annum

$11750

$11750

$11750

$11750

$11750

Cumulative Return

$11750

$23500

$35250

$47000

$58750

Return $58750

Capital Value $100000

Total Return $158750

Call Option

$120000

$120000

$120000

$120000

$120000

DEBENTURE

A contract by which one party conveys land property or services to another for a specified time in return for a periodic payment

Your investment in numbers

Over 5 years receive ROI of $58750 (5875) based on your initial

$100000 debenture purchase

call option after 6 months only

1615

OurSpace DubaiOurSpace Dubai

The process

How it works

OurSpace application form completed

KYCAML checks completed (standard ID verification)

OurSpace approval

e-documents signed by purchaser amp countersigned by

OurSpace

Debenture ownership documents issued to

purchaser electronically

Purchaser automated bank payment details

set up

Income paid to

debenture holders

6

5

4

3

2

1

Proof of payment received

Payment receipt issued

Operational revenues streams

bull Membership Fees

bull Virtual Memberships

bull Hot Desks

bull Dedicated Desks

bull Multi Person Offices

bull Meeting Room Rentals

bull Food amp Beverage

bull Member Events

bull Brand Sponsorship

bull 24 Hour Usage

Membership Revenues Ancillary Revenues

Due to the multiple Membership revenue streams and additional ancillary revenues the Coworking model enables operators to be hugely profitable

1817

OurSpace DubaiOurSpace Dubai

For workspacedebenture holders

raquo Prime global locations - Major cities

raquo Open amp operational locations (Sep 2016)

raquo Fixed returns

raquo Call option at 120 after 6 months

raquo Non - correlated to investment markets

raquo No developer risk

raquo Matched trade exit via OurSpace portal

raquo Workspace debenture ownership

1048619Peace of1048654 mind 1048632Capitalisation

raquo $5m shareholder equity

raquo $36m corporate bond issuance

raquo $25m - through 1000 limited workspace debenture offerings to direct investors

raquo $66m Total Capitalisation

OurSpace is officially capitalised through a number of corporate finance intiatives

Phase one of the initial raise involves three carefully considered strategies

raquo Initial shareholder equity raquo Corporate bond raquo Workspace debenture offerings to direct investors

This provides us an initial seeding of $66 million allocated to the growth and expansion of the OurSpace master plan

2019

OurSpace DubaiOurSpace Dubai

Meet the Team

To collaborative team Members completing one another is more important than competing with one another

Kevan HalliwellCEO

Kevan has 30 years experience building up

and running international businesses in the

Construction and Luxury Materials Sectors In 2014 he exited his shareholding

in Sanipex Group having played a key role in taking the

company from start up to a pound100m turnover business

serving 32 countries As CEO Kevan now heads up the

business forOurSpace International

spearheading the rollout of 50 Coworking locations in 12 key global cities and the creation

of over 50000 Coworking Members

Malcolm DouglassCFO

With over 50 years experience in the insurance

industry covering the Far East and Europe

Malcolm brings a wealth of experience From captive risk management amp re-insurance

products to developing the UKrsquos first finance

and insurance warranty company he has worked with prestigious names including GE Capital UKI Insurance Genesis Special Risk Rolls Royce and Bentley Motors Malcolm will ensure that all OurSpace investors have the most effective finance

structures available to them

Edward RiceCCO

Edward has been a financial services

professional for the last 13 years He has assisted

clients in making key financial decisions during

his career throughout Europe Middle East and Asia He has worked with and run some of the top

companies within his field and has extensive

knowledge of the offshore investment market globally

Edward understands the products that investors are looking for and will ensure that OurSpace delivers

the best finance options for our clients

Sean PhillipsCOO

Having generated 16million members of 500 Fitness

First Health Clubs across 16 countries Sean is the perfect fit to spearhead

the membership of OurSpace users Seanrsquos brief also encompasses site selection interior

design sales marketing retention customer service

and staff training Seanrsquos passion for excellence

and empowerment in all business cultures and climates is well known

throughout the business world and his ability to

engender this in others is sensational

2221

OurSpace DubaiOurSpace Dubai

FAQs1 HOW IS MY WORKSPACE DEBENTURE PROTECTEDYour debenture is asset backed by a USD$36M

corporate bond (see debenture contract) USD$5M

shareholder equity and revenue generated from

global end user memberships

2 WHAT DO I GET OWNERSHIP OFYou will receive an ownership certificate for your

5-year workspace debenture You will also receive

a workspace debenture contract specifically

setting the terms and conditions of your workspace

debenture ownership This workspace debenture

contract states that the company is contractually

obliged to pay you a set income payment over a set

period of time

3 I WANT TO HAVE A LOOK AT THE COWORKING PREMISES FIRSTOurSpace premises will be open to the public from

Fall 2016 you are welcome to visit at any time

4 WHO ARE THE PRINCIPALS OF OURSPACE AND WHAT IS THEIR TRACK RECORDPlease see Meet the Team page

5 HOW CAN OURSPACE GUARANTEE SUCH REASONABLE RETURNSCoworking office space is a highly profitable business

model and OurSpace release only a limited

number of workspace debentures to purchasers

The workspace debenture you purchase is non-

linear this means multiple Membership holders

that all pay a monthly fee can use each workspace

This substantially increases returns and margins for

the owner operator and protects your workspace

debenture returns

6 WHAT ARE THE LIMITATIONS AS A FOREIGNERThere are no limitations to foreigners owning a

workspace debenture within OurSpace in any

gateway city location globally

7 DO I PAY TAX ON MY RENTAL INCOME FROMOURSPACEDue to the fact that our investors span the globe

and have different personal circumstances it isnrsquot

possible for us to offer tax advice OurSpace does

not withhold any taxes regardless of the jurisdiction

of the purchaser

8 WHATrsquoS THE EXPECTED CAPITAL GROWTHYour capital is expected to grow in line with inflation

thus ensuring the same purchasing power in the

future

9 HOW DO I SELL MY WORKSPACE DEBENTUREYour debenture is fully transferable and can be

sold to an inbound investor at anytime Once Our

Space has a number of locations operational the

online trading facility will be launched Also please

remember that OurSpace will endeavour to reclaim

your debenture as early as possible

10 WHAT HAPPENS TO MY WORKSPACE DEBENTURE IF OURSPACE IS FLOATED ONTO A STOCK EXCHANGE OR ACQUIRED BY A FINANCIAL INSTITUTIONAny liquidity event of this sort allows the company

access to even greater capital reserves with which

to service the return of its workspace debenture

holders This allows OurSpace to buy back your

debenture return your initial investment plus a 20

uplift

2423

Disclaimer This Information Memorandum has not been approved by any person authorised by the Financial Conduct Authority of the United Kingdom and such approval is required under section 21 of the Financial Services and Markets Act 2000 unless an exemption is available under that Act or the regulations made under it In the United Kingdom this Information Memorandum is exempt from the restriction in section 21 of FISMA 2000 on the communications of invitations or inducements to engage in investment activity on the grounds that it is only made to persons that are Any person falling within Category A or B listed below Category A means High Net Worth Individuals under Article 48 of the FISMA 2000 (Financial Promotions) Order 2005 being an individual fulfilling these conditions (1) he had during the financial year immediately preceding the date of the investment an annual income to the value of pound100000 or more or (2) he held throughout the financial year immediately preceding the date of the investment net assets to the value of pound250000 or more not including a property which is the individualrsquos primary residence or any loan secured on that residence any rights of individuals under a qualifying contract of insurance within the meaning of the FISMA 2000 (Regulated Activities) Order 2001 or any benefits (in the form of pensions or otherwise) which are payable on termination of the individualrsquos service or on their death or retirement to which they are (or their dependents are) or maybe entitled Category B means any other person to whom this Information Memorandum may lawfully be provided under FISMA 2000 or regulations made under that Act

This Information Memorandum must not be acted on or relied upon by persons who are not within Category A or B Any investment or investment activity to which this Information Memorandum relates is available only to persons in Category A or B and will be engaged in only with them By accepting and retaining this Information Memorandum each recipient is deemed to have agreed to this restriction

No securities referred to in this Information Memorandum will be registered under the Securities Act 1933 and they may not be offered or sold within the United States except under an exemption from or in a transaction not subject to the registration requirements of the Securities Act 1933 No offering of such securities may be offered or sold within the United Statesrdquo

Page 10: INVESTMENT MEMORANDUM - Optamac · placed to take advantage with its first Coworking office set to open in September 2016. Our//Space Birmingham Birmingham ranks as the highest UK

OurSpace DubaiOurSpace Dubai

The process

How it works

OurSpace application form completed

KYCAML checks completed (standard ID verification)

OurSpace approval

e-documents signed by purchaser amp countersigned by

OurSpace

Debenture ownership documents issued to

purchaser electronically

Purchaser automated bank payment details

set up

Income paid to

debenture holders

6

5

4

3

2

1

Proof of payment received

Payment receipt issued

Operational revenues streams

bull Membership Fees

bull Virtual Memberships

bull Hot Desks

bull Dedicated Desks

bull Multi Person Offices

bull Meeting Room Rentals

bull Food amp Beverage

bull Member Events

bull Brand Sponsorship

bull 24 Hour Usage

Membership Revenues Ancillary Revenues

Due to the multiple Membership revenue streams and additional ancillary revenues the Coworking model enables operators to be hugely profitable

1817

OurSpace DubaiOurSpace Dubai

For workspacedebenture holders

raquo Prime global locations - Major cities

raquo Open amp operational locations (Sep 2016)

raquo Fixed returns

raquo Call option at 120 after 6 months

raquo Non - correlated to investment markets

raquo No developer risk

raquo Matched trade exit via OurSpace portal

raquo Workspace debenture ownership

1048619Peace of1048654 mind 1048632Capitalisation

raquo $5m shareholder equity

raquo $36m corporate bond issuance

raquo $25m - through 1000 limited workspace debenture offerings to direct investors

raquo $66m Total Capitalisation

OurSpace is officially capitalised through a number of corporate finance intiatives

Phase one of the initial raise involves three carefully considered strategies

raquo Initial shareholder equity raquo Corporate bond raquo Workspace debenture offerings to direct investors

This provides us an initial seeding of $66 million allocated to the growth and expansion of the OurSpace master plan

2019

OurSpace DubaiOurSpace Dubai

Meet the Team

To collaborative team Members completing one another is more important than competing with one another

Kevan HalliwellCEO

Kevan has 30 years experience building up

and running international businesses in the

Construction and Luxury Materials Sectors In 2014 he exited his shareholding

in Sanipex Group having played a key role in taking the

company from start up to a pound100m turnover business

serving 32 countries As CEO Kevan now heads up the

business forOurSpace International

spearheading the rollout of 50 Coworking locations in 12 key global cities and the creation

of over 50000 Coworking Members

Malcolm DouglassCFO

With over 50 years experience in the insurance

industry covering the Far East and Europe

Malcolm brings a wealth of experience From captive risk management amp re-insurance

products to developing the UKrsquos first finance

and insurance warranty company he has worked with prestigious names including GE Capital UKI Insurance Genesis Special Risk Rolls Royce and Bentley Motors Malcolm will ensure that all OurSpace investors have the most effective finance

structures available to them

Edward RiceCCO

Edward has been a financial services

professional for the last 13 years He has assisted

clients in making key financial decisions during

his career throughout Europe Middle East and Asia He has worked with and run some of the top

companies within his field and has extensive

knowledge of the offshore investment market globally

Edward understands the products that investors are looking for and will ensure that OurSpace delivers

the best finance options for our clients

Sean PhillipsCOO

Having generated 16million members of 500 Fitness

First Health Clubs across 16 countries Sean is the perfect fit to spearhead

the membership of OurSpace users Seanrsquos brief also encompasses site selection interior

design sales marketing retention customer service

and staff training Seanrsquos passion for excellence

and empowerment in all business cultures and climates is well known

throughout the business world and his ability to

engender this in others is sensational

2221

OurSpace DubaiOurSpace Dubai

FAQs1 HOW IS MY WORKSPACE DEBENTURE PROTECTEDYour debenture is asset backed by a USD$36M

corporate bond (see debenture contract) USD$5M

shareholder equity and revenue generated from

global end user memberships

2 WHAT DO I GET OWNERSHIP OFYou will receive an ownership certificate for your

5-year workspace debenture You will also receive

a workspace debenture contract specifically

setting the terms and conditions of your workspace

debenture ownership This workspace debenture

contract states that the company is contractually

obliged to pay you a set income payment over a set

period of time

3 I WANT TO HAVE A LOOK AT THE COWORKING PREMISES FIRSTOurSpace premises will be open to the public from

Fall 2016 you are welcome to visit at any time

4 WHO ARE THE PRINCIPALS OF OURSPACE AND WHAT IS THEIR TRACK RECORDPlease see Meet the Team page

5 HOW CAN OURSPACE GUARANTEE SUCH REASONABLE RETURNSCoworking office space is a highly profitable business

model and OurSpace release only a limited

number of workspace debentures to purchasers

The workspace debenture you purchase is non-

linear this means multiple Membership holders

that all pay a monthly fee can use each workspace

This substantially increases returns and margins for

the owner operator and protects your workspace

debenture returns

6 WHAT ARE THE LIMITATIONS AS A FOREIGNERThere are no limitations to foreigners owning a

workspace debenture within OurSpace in any

gateway city location globally

7 DO I PAY TAX ON MY RENTAL INCOME FROMOURSPACEDue to the fact that our investors span the globe

and have different personal circumstances it isnrsquot

possible for us to offer tax advice OurSpace does

not withhold any taxes regardless of the jurisdiction

of the purchaser

8 WHATrsquoS THE EXPECTED CAPITAL GROWTHYour capital is expected to grow in line with inflation

thus ensuring the same purchasing power in the

future

9 HOW DO I SELL MY WORKSPACE DEBENTUREYour debenture is fully transferable and can be

sold to an inbound investor at anytime Once Our

Space has a number of locations operational the

online trading facility will be launched Also please

remember that OurSpace will endeavour to reclaim

your debenture as early as possible

10 WHAT HAPPENS TO MY WORKSPACE DEBENTURE IF OURSPACE IS FLOATED ONTO A STOCK EXCHANGE OR ACQUIRED BY A FINANCIAL INSTITUTIONAny liquidity event of this sort allows the company

access to even greater capital reserves with which

to service the return of its workspace debenture

holders This allows OurSpace to buy back your

debenture return your initial investment plus a 20

uplift

2423

Disclaimer This Information Memorandum has not been approved by any person authorised by the Financial Conduct Authority of the United Kingdom and such approval is required under section 21 of the Financial Services and Markets Act 2000 unless an exemption is available under that Act or the regulations made under it In the United Kingdom this Information Memorandum is exempt from the restriction in section 21 of FISMA 2000 on the communications of invitations or inducements to engage in investment activity on the grounds that it is only made to persons that are Any person falling within Category A or B listed below Category A means High Net Worth Individuals under Article 48 of the FISMA 2000 (Financial Promotions) Order 2005 being an individual fulfilling these conditions (1) he had during the financial year immediately preceding the date of the investment an annual income to the value of pound100000 or more or (2) he held throughout the financial year immediately preceding the date of the investment net assets to the value of pound250000 or more not including a property which is the individualrsquos primary residence or any loan secured on that residence any rights of individuals under a qualifying contract of insurance within the meaning of the FISMA 2000 (Regulated Activities) Order 2001 or any benefits (in the form of pensions or otherwise) which are payable on termination of the individualrsquos service or on their death or retirement to which they are (or their dependents are) or maybe entitled Category B means any other person to whom this Information Memorandum may lawfully be provided under FISMA 2000 or regulations made under that Act

This Information Memorandum must not be acted on or relied upon by persons who are not within Category A or B Any investment or investment activity to which this Information Memorandum relates is available only to persons in Category A or B and will be engaged in only with them By accepting and retaining this Information Memorandum each recipient is deemed to have agreed to this restriction

No securities referred to in this Information Memorandum will be registered under the Securities Act 1933 and they may not be offered or sold within the United States except under an exemption from or in a transaction not subject to the registration requirements of the Securities Act 1933 No offering of such securities may be offered or sold within the United Statesrdquo

Page 11: INVESTMENT MEMORANDUM - Optamac · placed to take advantage with its first Coworking office set to open in September 2016. Our//Space Birmingham Birmingham ranks as the highest UK

OurSpace DubaiOurSpace Dubai

For workspacedebenture holders

raquo Prime global locations - Major cities

raquo Open amp operational locations (Sep 2016)

raquo Fixed returns

raquo Call option at 120 after 6 months

raquo Non - correlated to investment markets

raquo No developer risk

raquo Matched trade exit via OurSpace portal

raquo Workspace debenture ownership

1048619Peace of1048654 mind 1048632Capitalisation

raquo $5m shareholder equity

raquo $36m corporate bond issuance

raquo $25m - through 1000 limited workspace debenture offerings to direct investors

raquo $66m Total Capitalisation

OurSpace is officially capitalised through a number of corporate finance intiatives

Phase one of the initial raise involves three carefully considered strategies

raquo Initial shareholder equity raquo Corporate bond raquo Workspace debenture offerings to direct investors

This provides us an initial seeding of $66 million allocated to the growth and expansion of the OurSpace master plan

2019

OurSpace DubaiOurSpace Dubai

Meet the Team

To collaborative team Members completing one another is more important than competing with one another

Kevan HalliwellCEO

Kevan has 30 years experience building up

and running international businesses in the

Construction and Luxury Materials Sectors In 2014 he exited his shareholding

in Sanipex Group having played a key role in taking the

company from start up to a pound100m turnover business

serving 32 countries As CEO Kevan now heads up the

business forOurSpace International

spearheading the rollout of 50 Coworking locations in 12 key global cities and the creation

of over 50000 Coworking Members

Malcolm DouglassCFO

With over 50 years experience in the insurance

industry covering the Far East and Europe

Malcolm brings a wealth of experience From captive risk management amp re-insurance

products to developing the UKrsquos first finance

and insurance warranty company he has worked with prestigious names including GE Capital UKI Insurance Genesis Special Risk Rolls Royce and Bentley Motors Malcolm will ensure that all OurSpace investors have the most effective finance

structures available to them

Edward RiceCCO

Edward has been a financial services

professional for the last 13 years He has assisted

clients in making key financial decisions during

his career throughout Europe Middle East and Asia He has worked with and run some of the top

companies within his field and has extensive

knowledge of the offshore investment market globally

Edward understands the products that investors are looking for and will ensure that OurSpace delivers

the best finance options for our clients

Sean PhillipsCOO

Having generated 16million members of 500 Fitness

First Health Clubs across 16 countries Sean is the perfect fit to spearhead

the membership of OurSpace users Seanrsquos brief also encompasses site selection interior

design sales marketing retention customer service

and staff training Seanrsquos passion for excellence

and empowerment in all business cultures and climates is well known

throughout the business world and his ability to

engender this in others is sensational

2221

OurSpace DubaiOurSpace Dubai

FAQs1 HOW IS MY WORKSPACE DEBENTURE PROTECTEDYour debenture is asset backed by a USD$36M

corporate bond (see debenture contract) USD$5M

shareholder equity and revenue generated from

global end user memberships

2 WHAT DO I GET OWNERSHIP OFYou will receive an ownership certificate for your

5-year workspace debenture You will also receive

a workspace debenture contract specifically

setting the terms and conditions of your workspace

debenture ownership This workspace debenture

contract states that the company is contractually

obliged to pay you a set income payment over a set

period of time

3 I WANT TO HAVE A LOOK AT THE COWORKING PREMISES FIRSTOurSpace premises will be open to the public from

Fall 2016 you are welcome to visit at any time

4 WHO ARE THE PRINCIPALS OF OURSPACE AND WHAT IS THEIR TRACK RECORDPlease see Meet the Team page

5 HOW CAN OURSPACE GUARANTEE SUCH REASONABLE RETURNSCoworking office space is a highly profitable business

model and OurSpace release only a limited

number of workspace debentures to purchasers

The workspace debenture you purchase is non-

linear this means multiple Membership holders

that all pay a monthly fee can use each workspace

This substantially increases returns and margins for

the owner operator and protects your workspace

debenture returns

6 WHAT ARE THE LIMITATIONS AS A FOREIGNERThere are no limitations to foreigners owning a

workspace debenture within OurSpace in any

gateway city location globally

7 DO I PAY TAX ON MY RENTAL INCOME FROMOURSPACEDue to the fact that our investors span the globe

and have different personal circumstances it isnrsquot

possible for us to offer tax advice OurSpace does

not withhold any taxes regardless of the jurisdiction

of the purchaser

8 WHATrsquoS THE EXPECTED CAPITAL GROWTHYour capital is expected to grow in line with inflation

thus ensuring the same purchasing power in the

future

9 HOW DO I SELL MY WORKSPACE DEBENTUREYour debenture is fully transferable and can be

sold to an inbound investor at anytime Once Our

Space has a number of locations operational the

online trading facility will be launched Also please

remember that OurSpace will endeavour to reclaim

your debenture as early as possible

10 WHAT HAPPENS TO MY WORKSPACE DEBENTURE IF OURSPACE IS FLOATED ONTO A STOCK EXCHANGE OR ACQUIRED BY A FINANCIAL INSTITUTIONAny liquidity event of this sort allows the company

access to even greater capital reserves with which

to service the return of its workspace debenture

holders This allows OurSpace to buy back your

debenture return your initial investment plus a 20

uplift

2423

Disclaimer This Information Memorandum has not been approved by any person authorised by the Financial Conduct Authority of the United Kingdom and such approval is required under section 21 of the Financial Services and Markets Act 2000 unless an exemption is available under that Act or the regulations made under it In the United Kingdom this Information Memorandum is exempt from the restriction in section 21 of FISMA 2000 on the communications of invitations or inducements to engage in investment activity on the grounds that it is only made to persons that are Any person falling within Category A or B listed below Category A means High Net Worth Individuals under Article 48 of the FISMA 2000 (Financial Promotions) Order 2005 being an individual fulfilling these conditions (1) he had during the financial year immediately preceding the date of the investment an annual income to the value of pound100000 or more or (2) he held throughout the financial year immediately preceding the date of the investment net assets to the value of pound250000 or more not including a property which is the individualrsquos primary residence or any loan secured on that residence any rights of individuals under a qualifying contract of insurance within the meaning of the FISMA 2000 (Regulated Activities) Order 2001 or any benefits (in the form of pensions or otherwise) which are payable on termination of the individualrsquos service or on their death or retirement to which they are (or their dependents are) or maybe entitled Category B means any other person to whom this Information Memorandum may lawfully be provided under FISMA 2000 or regulations made under that Act

This Information Memorandum must not be acted on or relied upon by persons who are not within Category A or B Any investment or investment activity to which this Information Memorandum relates is available only to persons in Category A or B and will be engaged in only with them By accepting and retaining this Information Memorandum each recipient is deemed to have agreed to this restriction

No securities referred to in this Information Memorandum will be registered under the Securities Act 1933 and they may not be offered or sold within the United States except under an exemption from or in a transaction not subject to the registration requirements of the Securities Act 1933 No offering of such securities may be offered or sold within the United Statesrdquo

Page 12: INVESTMENT MEMORANDUM - Optamac · placed to take advantage with its first Coworking office set to open in September 2016. Our//Space Birmingham Birmingham ranks as the highest UK

OurSpace DubaiOurSpace Dubai

Meet the Team

To collaborative team Members completing one another is more important than competing with one another

Kevan HalliwellCEO

Kevan has 30 years experience building up

and running international businesses in the

Construction and Luxury Materials Sectors In 2014 he exited his shareholding

in Sanipex Group having played a key role in taking the

company from start up to a pound100m turnover business

serving 32 countries As CEO Kevan now heads up the

business forOurSpace International

spearheading the rollout of 50 Coworking locations in 12 key global cities and the creation

of over 50000 Coworking Members

Malcolm DouglassCFO

With over 50 years experience in the insurance

industry covering the Far East and Europe

Malcolm brings a wealth of experience From captive risk management amp re-insurance

products to developing the UKrsquos first finance

and insurance warranty company he has worked with prestigious names including GE Capital UKI Insurance Genesis Special Risk Rolls Royce and Bentley Motors Malcolm will ensure that all OurSpace investors have the most effective finance

structures available to them

Edward RiceCCO

Edward has been a financial services

professional for the last 13 years He has assisted

clients in making key financial decisions during

his career throughout Europe Middle East and Asia He has worked with and run some of the top

companies within his field and has extensive

knowledge of the offshore investment market globally

Edward understands the products that investors are looking for and will ensure that OurSpace delivers

the best finance options for our clients

Sean PhillipsCOO

Having generated 16million members of 500 Fitness

First Health Clubs across 16 countries Sean is the perfect fit to spearhead

the membership of OurSpace users Seanrsquos brief also encompasses site selection interior

design sales marketing retention customer service

and staff training Seanrsquos passion for excellence

and empowerment in all business cultures and climates is well known

throughout the business world and his ability to

engender this in others is sensational

2221

OurSpace DubaiOurSpace Dubai

FAQs1 HOW IS MY WORKSPACE DEBENTURE PROTECTEDYour debenture is asset backed by a USD$36M

corporate bond (see debenture contract) USD$5M

shareholder equity and revenue generated from

global end user memberships

2 WHAT DO I GET OWNERSHIP OFYou will receive an ownership certificate for your

5-year workspace debenture You will also receive

a workspace debenture contract specifically

setting the terms and conditions of your workspace

debenture ownership This workspace debenture

contract states that the company is contractually

obliged to pay you a set income payment over a set

period of time

3 I WANT TO HAVE A LOOK AT THE COWORKING PREMISES FIRSTOurSpace premises will be open to the public from

Fall 2016 you are welcome to visit at any time

4 WHO ARE THE PRINCIPALS OF OURSPACE AND WHAT IS THEIR TRACK RECORDPlease see Meet the Team page

5 HOW CAN OURSPACE GUARANTEE SUCH REASONABLE RETURNSCoworking office space is a highly profitable business

model and OurSpace release only a limited

number of workspace debentures to purchasers

The workspace debenture you purchase is non-

linear this means multiple Membership holders

that all pay a monthly fee can use each workspace

This substantially increases returns and margins for

the owner operator and protects your workspace

debenture returns

6 WHAT ARE THE LIMITATIONS AS A FOREIGNERThere are no limitations to foreigners owning a

workspace debenture within OurSpace in any

gateway city location globally

7 DO I PAY TAX ON MY RENTAL INCOME FROMOURSPACEDue to the fact that our investors span the globe

and have different personal circumstances it isnrsquot

possible for us to offer tax advice OurSpace does

not withhold any taxes regardless of the jurisdiction

of the purchaser

8 WHATrsquoS THE EXPECTED CAPITAL GROWTHYour capital is expected to grow in line with inflation

thus ensuring the same purchasing power in the

future

9 HOW DO I SELL MY WORKSPACE DEBENTUREYour debenture is fully transferable and can be

sold to an inbound investor at anytime Once Our

Space has a number of locations operational the

online trading facility will be launched Also please

remember that OurSpace will endeavour to reclaim

your debenture as early as possible

10 WHAT HAPPENS TO MY WORKSPACE DEBENTURE IF OURSPACE IS FLOATED ONTO A STOCK EXCHANGE OR ACQUIRED BY A FINANCIAL INSTITUTIONAny liquidity event of this sort allows the company

access to even greater capital reserves with which

to service the return of its workspace debenture

holders This allows OurSpace to buy back your

debenture return your initial investment plus a 20

uplift

2423

Disclaimer This Information Memorandum has not been approved by any person authorised by the Financial Conduct Authority of the United Kingdom and such approval is required under section 21 of the Financial Services and Markets Act 2000 unless an exemption is available under that Act or the regulations made under it In the United Kingdom this Information Memorandum is exempt from the restriction in section 21 of FISMA 2000 on the communications of invitations or inducements to engage in investment activity on the grounds that it is only made to persons that are Any person falling within Category A or B listed below Category A means High Net Worth Individuals under Article 48 of the FISMA 2000 (Financial Promotions) Order 2005 being an individual fulfilling these conditions (1) he had during the financial year immediately preceding the date of the investment an annual income to the value of pound100000 or more or (2) he held throughout the financial year immediately preceding the date of the investment net assets to the value of pound250000 or more not including a property which is the individualrsquos primary residence or any loan secured on that residence any rights of individuals under a qualifying contract of insurance within the meaning of the FISMA 2000 (Regulated Activities) Order 2001 or any benefits (in the form of pensions or otherwise) which are payable on termination of the individualrsquos service or on their death or retirement to which they are (or their dependents are) or maybe entitled Category B means any other person to whom this Information Memorandum may lawfully be provided under FISMA 2000 or regulations made under that Act

This Information Memorandum must not be acted on or relied upon by persons who are not within Category A or B Any investment or investment activity to which this Information Memorandum relates is available only to persons in Category A or B and will be engaged in only with them By accepting and retaining this Information Memorandum each recipient is deemed to have agreed to this restriction

No securities referred to in this Information Memorandum will be registered under the Securities Act 1933 and they may not be offered or sold within the United States except under an exemption from or in a transaction not subject to the registration requirements of the Securities Act 1933 No offering of such securities may be offered or sold within the United Statesrdquo

Page 13: INVESTMENT MEMORANDUM - Optamac · placed to take advantage with its first Coworking office set to open in September 2016. Our//Space Birmingham Birmingham ranks as the highest UK

OurSpace DubaiOurSpace Dubai

FAQs1 HOW IS MY WORKSPACE DEBENTURE PROTECTEDYour debenture is asset backed by a USD$36M

corporate bond (see debenture contract) USD$5M

shareholder equity and revenue generated from

global end user memberships

2 WHAT DO I GET OWNERSHIP OFYou will receive an ownership certificate for your

5-year workspace debenture You will also receive

a workspace debenture contract specifically

setting the terms and conditions of your workspace

debenture ownership This workspace debenture

contract states that the company is contractually

obliged to pay you a set income payment over a set

period of time

3 I WANT TO HAVE A LOOK AT THE COWORKING PREMISES FIRSTOurSpace premises will be open to the public from

Fall 2016 you are welcome to visit at any time

4 WHO ARE THE PRINCIPALS OF OURSPACE AND WHAT IS THEIR TRACK RECORDPlease see Meet the Team page

5 HOW CAN OURSPACE GUARANTEE SUCH REASONABLE RETURNSCoworking office space is a highly profitable business

model and OurSpace release only a limited

number of workspace debentures to purchasers

The workspace debenture you purchase is non-

linear this means multiple Membership holders

that all pay a monthly fee can use each workspace

This substantially increases returns and margins for

the owner operator and protects your workspace

debenture returns

6 WHAT ARE THE LIMITATIONS AS A FOREIGNERThere are no limitations to foreigners owning a

workspace debenture within OurSpace in any

gateway city location globally

7 DO I PAY TAX ON MY RENTAL INCOME FROMOURSPACEDue to the fact that our investors span the globe

and have different personal circumstances it isnrsquot

possible for us to offer tax advice OurSpace does

not withhold any taxes regardless of the jurisdiction

of the purchaser

8 WHATrsquoS THE EXPECTED CAPITAL GROWTHYour capital is expected to grow in line with inflation

thus ensuring the same purchasing power in the

future

9 HOW DO I SELL MY WORKSPACE DEBENTUREYour debenture is fully transferable and can be

sold to an inbound investor at anytime Once Our

Space has a number of locations operational the

online trading facility will be launched Also please

remember that OurSpace will endeavour to reclaim

your debenture as early as possible

10 WHAT HAPPENS TO MY WORKSPACE DEBENTURE IF OURSPACE IS FLOATED ONTO A STOCK EXCHANGE OR ACQUIRED BY A FINANCIAL INSTITUTIONAny liquidity event of this sort allows the company

access to even greater capital reserves with which

to service the return of its workspace debenture

holders This allows OurSpace to buy back your

debenture return your initial investment plus a 20

uplift

2423

Disclaimer This Information Memorandum has not been approved by any person authorised by the Financial Conduct Authority of the United Kingdom and such approval is required under section 21 of the Financial Services and Markets Act 2000 unless an exemption is available under that Act or the regulations made under it In the United Kingdom this Information Memorandum is exempt from the restriction in section 21 of FISMA 2000 on the communications of invitations or inducements to engage in investment activity on the grounds that it is only made to persons that are Any person falling within Category A or B listed below Category A means High Net Worth Individuals under Article 48 of the FISMA 2000 (Financial Promotions) Order 2005 being an individual fulfilling these conditions (1) he had during the financial year immediately preceding the date of the investment an annual income to the value of pound100000 or more or (2) he held throughout the financial year immediately preceding the date of the investment net assets to the value of pound250000 or more not including a property which is the individualrsquos primary residence or any loan secured on that residence any rights of individuals under a qualifying contract of insurance within the meaning of the FISMA 2000 (Regulated Activities) Order 2001 or any benefits (in the form of pensions or otherwise) which are payable on termination of the individualrsquos service or on their death or retirement to which they are (or their dependents are) or maybe entitled Category B means any other person to whom this Information Memorandum may lawfully be provided under FISMA 2000 or regulations made under that Act

This Information Memorandum must not be acted on or relied upon by persons who are not within Category A or B Any investment or investment activity to which this Information Memorandum relates is available only to persons in Category A or B and will be engaged in only with them By accepting and retaining this Information Memorandum each recipient is deemed to have agreed to this restriction

No securities referred to in this Information Memorandum will be registered under the Securities Act 1933 and they may not be offered or sold within the United States except under an exemption from or in a transaction not subject to the registration requirements of the Securities Act 1933 No offering of such securities may be offered or sold within the United Statesrdquo

Page 14: INVESTMENT MEMORANDUM - Optamac · placed to take advantage with its first Coworking office set to open in September 2016. Our//Space Birmingham Birmingham ranks as the highest UK

Disclaimer This Information Memorandum has not been approved by any person authorised by the Financial Conduct Authority of the United Kingdom and such approval is required under section 21 of the Financial Services and Markets Act 2000 unless an exemption is available under that Act or the regulations made under it In the United Kingdom this Information Memorandum is exempt from the restriction in section 21 of FISMA 2000 on the communications of invitations or inducements to engage in investment activity on the grounds that it is only made to persons that are Any person falling within Category A or B listed below Category A means High Net Worth Individuals under Article 48 of the FISMA 2000 (Financial Promotions) Order 2005 being an individual fulfilling these conditions (1) he had during the financial year immediately preceding the date of the investment an annual income to the value of pound100000 or more or (2) he held throughout the financial year immediately preceding the date of the investment net assets to the value of pound250000 or more not including a property which is the individualrsquos primary residence or any loan secured on that residence any rights of individuals under a qualifying contract of insurance within the meaning of the FISMA 2000 (Regulated Activities) Order 2001 or any benefits (in the form of pensions or otherwise) which are payable on termination of the individualrsquos service or on their death or retirement to which they are (or their dependents are) or maybe entitled Category B means any other person to whom this Information Memorandum may lawfully be provided under FISMA 2000 or regulations made under that Act

This Information Memorandum must not be acted on or relied upon by persons who are not within Category A or B Any investment or investment activity to which this Information Memorandum relates is available only to persons in Category A or B and will be engaged in only with them By accepting and retaining this Information Memorandum each recipient is deemed to have agreed to this restriction

No securities referred to in this Information Memorandum will be registered under the Securities Act 1933 and they may not be offered or sold within the United States except under an exemption from or in a transaction not subject to the registration requirements of the Securities Act 1933 No offering of such securities may be offered or sold within the United Statesrdquo


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