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Investment Memorandum
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IMPORTANT NOTICE
This Document has been issued by Your Favourite Teacher Limited (“the Company” or “YFT”). For the purposes of s 21 Financial
Services and Markets Act 2000 (as amended) (“FSMA”), it is a financial promotion, the content of which has not been approved by any
person authorised and regulated under FSMA. It may accordingly only be distributed to persons who can rely upon an exemption from
the Financial Promotion Restriction in s 21 FSMA. Such persons include, in accordance with relevant provisions of the FSMA 2000
(Financial Promotion) Order 2005 (“the Order”):
•
Investment professionals, as defined in art. 19(2) of the Order;
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Any entity of any type specified as high-value in accordance with art. 49(2) of the Order;
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A person who is the director, officer or employee of any person in the preceding two categories, who is responsible for that entity’s
investments and is approached in that capacity;
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business rules 4.12.6 R and with art. 48 of and Part 1 of Schedule 5 to the Order, has provided a certificate in the prescribed form
that confirms that in the previous UK fiscal year to 5 April they had gross income before tax exceeding £100,000 or net qualifying
assets exceeding £250,000 (this excludes his principal residence, mortgage finance raised on it, life assurance policies and
pensions);
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Certified Sophisticated Investors in compliance with the FCA’s conduct of business rules 4.12.7 R and art. 50 of the Order;
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Self-Certified Sophisticated Investors in compliance with the FCA’s conduct of business rules 4.12.8 R and art. 50A of the Order.
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Risk warning: Your capital is at risk if you invest in early stage unquoted businesses. Investing in start-ups and early stage businesses
involves risks, including illiquidity (the inability to sell assets quickly or without substantial loss in value), lack of dividends, loss of
investment and dilution, and it should be done only as part of a diversified portfolio. There is no secondary market available meaning
that these securities are illiquid. As a result, it is possible you may lose all of your capital. The tax treatment of this business depends on
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future performance.
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therefore persons into whose possession the Document comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Document does
not constitute a compliant prospectus for the purposes of Part VI FSMA and the Prospectus Regulations made thereunder, as the offer
made by the Company is not an initial offer to the public for the purposes of s 85 FSMA. This is because the maximum value of the
securities subject to the offer does not exceed €5m in value (or Sterling equivalent). This Document should be read in conjunction with
the articles of association of the Company and with the application letter to which this Document is appended.
The directors of the Company (“Directors”) are solely responsible for the information contained within this Document. However, no
representation is made or warranty given as to the accuracy, completeness, achievability or reasonableness of any projections, views,
statements or forecasts contained in this Document relating to future events or the possible future performance of the Company.
These are subjective and are based on assumptions and estimates.
Prospective investors (“Prospective Investors”) must make their own assessments of the merits of the investment. The financial
illustrations are provided for illustrative purposes only. Actual returns could differ materially from those anticipated. Prospective
Investors should be aware that an investment in the Company offers the possibility of good profits, but also carries a substantial degree
of risk, Prospective Investors should carefully read the risk warnings on page 40 of this Document. Prospective Investors should
consider carefully whether an investment in the Company is suitable for him or her in light of his/her personal circumstances and the
financial resources available to him/her and should, if they require professional financial advice, engage a suitably qualified independent
adviser. Prospective Investors should refer to page 34 for further details (the section is entitled Risk Factors).
The contents of this Document are for general information only and should not be regarded as constituting an offer or a solicitation to
buy or sell any securities, or investment advice. It is not directed to any person where (by reason of nationality, residence or otherwise)
the availability of the website is prohibited. This Document includes forward-looking statements that reflect the Directors’ intentions,
beliefs or current expectations and projections about the future results of operations, financial conditions, negotiations, liquidity,
performance, prospects, anticipated growth, strategies, opportunities, trends and the market in which the Company operates or will
operate. The Directors have tried to identify these and other forward-looking statements by adding the words “may, will, would, intend,
should, expect, anticipate, expect, project, potential, believe, seek, plan, aim, objective, goal, strategy, target, continue” and similar
expressions or their negatives. Forward looking statements are subject to a wide range of risks, uncertainties, assumptions and other
factors that could cause the actual results to differ materially from those expressed in, or suggested by, those forward-looking
statements. Undue reliance should not therefore be placed on these statements.
Growthdeck Limited (“Growthdeck“) is acting solely as an advisor to the Company, which has issued this Document, and is not providing
advice or services to any other person. Prospective Investors must make their own assessments of the merits of the investment. The
financial illustrations are provided for illustrative purposes only. Growthdeck (FRN: 731176) is an appointed representative of Daedalus
Partners LLP (FRN: 564221) which is Authorised and Regulated by the Financial Conduct Authority.
September 2021
The content of this promotion has not been approved by an authorised person within the meaning of the Financial
Services and Markets Act 2000. Reliance on this promotion for the purpose of engaging in any investment activity
may expose an individual to a significant risk of losing all of the property or other assets invested.
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The Opportunity
Many of her pupils were disengaged with traditional homework. Many of them did not have pens, pencils or notepads at
home. What each pupil did have, without fail, was a smartphone. She recognised the need for a flexible, modern, platform
so that learning could be accessed from anywhere: YFT.
YFT is a GCSE online teaching and learning platform that offers high-quality and engaging courses, developed to
keep students motivated and focused. For the pupils, the professionally produced and animated videos, structured
worksheets and interactive quizzes provide a fun and gamified experience that rewards achievement. For the teachers,
progress monitoring and reporting dashboards on an individual, group, class or year basis ensures impact is easily
tracked. Tasks can be set at an individual level to a personalised speed and style of learning. Combined, this provides a
highly effective, complete teaching and learning experience that differentiates YFT’s product from the competition.
Initially targeted to capitalise on the Pupil Premium grant that helps disadvantaged pupils (c.25% of all pupils), the
product is currently focused on in-depth content in the three core GCSE subjects of English, Maths and Science. There
are currently 65 published courses, with 7 more in production, that match the curriculum of the vast majority of UK exam
boards. All content has been created and quality assured by experienced teachers.
YFT has wider addressable use cases than secondary schools and sixth form colleges (for GCSE resits). Remote learning
organisations, e.g. football academies (where YFT recently renewed its annual contract with the Premier League for a
minimum of 12 clubs), apprenticeship colleges, school exclusion and Alternative Provision Units (APUs), are all lucrative
customer types for YFT. There is also a growing home educator market as well as parent support market alongside home
tutors.
The pandemic has caused major disruption in schools. It has heightened and highlighted inequalities across the
education system and created an enormous challenge to help the hardest-hit pupils to catch up. Schools are now
required to rectify this with the help of significant Government funding. The timing is therefore ideal for YFT to engage
with customers and has already demonstrated commercial progress. YFT has won multiple customers, even during
the lockdown, with recent club sign-ups including both Manchester United and City and an enhanced tutoring support
service to Chelsea. In addition, a long-term collaboration with The Open University has been secured.
The Company is seeking to raise £500k of equity (Enterprise Investment Scheme (EIS)
eligible) from Growthdeck investors.
Your Favourite Teacher (“the Company” or “YFT”) is an educational
technology (EdTech) business that was conceived in 2017 by experienced
curriculum leader Kate Meeks. She wanted to create a platform to support,
often disadvantaged, students she had worked with for 6 years in a tough,
inner-city secondary state school. The result was YFT.
Call us on 0800 302 9444 or email info@growthdeck.com
www.growthdeck.com/yft
Reserve an allocation at:
4
5
£500k
14.5%
£2.89m
10.2x
14.6x
Fundraise target
Equity offered
Pre-money valuation
Target money return
(after EIS tax relief)
(before EIS tax relief)
Investment Summary
You invest


£25,000
EIS income tax relief
(£7,500)
Net cost of investment
£17,500
Your stake


0.73%
Your target return
£255,007
illustration
(subject to personal tax status)
at exit multiple of 10.2x (14.6x net investment)
Minimum investment
£5,000
EIS
Qualifying
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The Team
Matt Pocock
Commercial Director
Kate Meeks
Founder
An Ofsted-graded ‘outstanding’
teacher of six years in a tough state
secondary school in Luton, Kate
headed up GCSE English along with
A-Level Religious Studies. Throughout
her years in leadership, she began
to develop alternative learning
strategies to support disadvantaged
students. Creating her hit podcast
to support the new curriculum, she
quickly learned the impact technology
could have on every learner. She
wanted to find a pragmatic solution
to inequalities in education, so took a
side-step into the “virtual classroom”
in December 2017 and Your Favourite
Teacher was born.
Matthew has broad Financial
Services experience, working in large
corporations (ICAP, GFI Group, Allianz
Global Investors) as well as a smaller
online start-up (Nutmeg). Through
this, Matthew has built expertise
in financial control, robust process
design and operations.
Simon Silva
Chief Customer Officer
Simon is a customer experience
executive previously working with
blue-chip international brands
throughout his career. Prior to YFT
he was the Global Retail Customer
Experience Manager at Bang &
Olufsen.
James Smith
Director
James is an experienced specialist
in digital strategy and performance
marketing. He spent 2 years at
Kantar Media followed by 3 years at
Amazon where he was responsible
for the recruitment and development
of UK publishers to their affiliate
partnerships program. He is currently
Head of Channel Strategy and
Programmatic at Mumsnet where he
has been for the last 4 years.
James Richardson
Head of Production and Creative
James has a B.A. in 3D Modelling
and Animation at the University of
Hertfordshire, followed by 5 years
working in marketing and graphic
design working with clients such as
Nestlé. He is experienced at every
stage of video production and is also
adept at managing and delivering
large scale video and design projects
of the highest quality to tight
deadlines.
Chris McConney
Head of Platform and Development
Chris is a web developer with several
years’ experience working on large
multi-branded platforms. Chris
started his career as a freelance
contractor before moving on to be
Assistant Web Manager at CLC World
Resorts and Hotels immediately
prior to joining YFT. Chris brings a
broad range of experience as well
as a desire to learn and stay current
with new technologies. Since joining
in October 2020, he has made a
significant contribution to the speed
and robustness of the YFT platform.
Steve Meeks
Director
Steve has had a successful 30-year
career in the financial markets with
NatWest, UBS and Santander, with a
specialisation in structured products.
Steve is also a former consultant to
Investec, having assisted the Investec
Structured Products team with the
design and launch of the company.
Following a brief retirement, Steve
is currently Executive Chairman of
Smarter Data Management Limited,
a software business that provides
energy management solutions to the
commercial property and data centre
markets.
Lucien Bartram
Non-Executive Director
Lucien owns and manages a group
of EdTech and MedTech businesses.
His interests now include Angel
Investing into many disruptive
technology businesses in this sector.
His businesses typically command
a 20%+ market share. He brings
pragmatic commercialism
and industry knowledge and
experience to YFT.
Fraser Allan
Executive Chairman
Fraser is a Growthdeck Investor
Member. He is a visionary and highly
entrepreneurial senior executive with
over 40 years’ experience in branding,
business development, multi-channel
management and a particular
specialism in customer experience.
He has held several CEO/COO and
senior executive positions in high
profile consumer brands, including
SpaceNK, Bang & Olufsen, Liberty of
London, Linley, and Fired Earth, where
he led a successful MBO backed by
PPM Ventures. Fraser will be actively
assisting Kate and Matt on a day-to-
day basis.
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About Your Favourite Teacher
UK Mainstream Schools
Pupils whose family, social or economic circumstances hinder their ability to learn at school are referred to as Pupil
Premium students. The Government provides UK state secondary schools with Pupil Premium grants of a minimum of
£960 per pupil per year to support “catch up” for these children. Over 25% of students nationally are allocated this grant
(for the school to utilise). Schools are obliged to show that the funds have been spent on the qualifying child for which
they were intended.
A major part of a school’s Ofsted inspection focuses on assessing whether pupils are making appropriate progress
based on their expected outcome. Where students are not making appropriate progress, schools must highlight all the
strategies they implemented to “close the gap”. Failing to demonstrate this has a significantly negative impact on the
Ofsted assessment of the school. Therefore, any cost-effective, quality-assured support that can have a measurable
impact on performance makes for a compelling proposition.
YFT was originally designed to deliver this.
Covid-19 has heightened the disparity in academic achievement, particularly for the Pupil Premium students.
Additionally, the two following year groups aiming for GCSEs in 2022 and 2023 are left with a significant short-term
“catch up” challenge to return to 2019 levels. This has resulted in significant disruption and realignment which has and
will continue to accelerate the adoption and demand for digital learning resources.
There have been several emergency grants available during the pandemic. The Directors believe that this is likely to be
followed by new Government policy, with an increase in financial support over the next 5 years, aimed at closing the gap
through structural changes in education. The adoption of digital learning will be at the forefront of this policy change and
will be required to provide the necessary scale of impact.
The Directors believe that this will result in the UK reaching similar levels of utilisation of digital learning as seen already in
the US and the Far East with YFT ideally placed to benefit from this.
Remote Learning Pupils
Sports academies and clubs are independently audited. One area of grading is based on the level of education support
for players, particularly if they are missing significant schooling due to training. The budgets given to the club by the
Premier and English Leagues are, in part, determined by the quality of education support. High-quality educational
support acts as a recruiting tool, as parents’ concerns mean that clubs are more likely to sign up recruits if they can
demonstrate a strong educational provision.
Whilst the rest of the remote learning sector is somewhat fragmented, the flexibility of the YFT platform makes it
adaptable to any learners who might be unable to participate in a full school experience.
The Problems
In 2019, it was reported 57% of students in state schools were unable to
achieve a grade 5 (equivalent to previous ‘C’ grade pass) in English and
Maths. The Covid-19 pandemic has exacerbated disparities, resulting in
a long-term strategic ‘Catch Up’ initiative. The Directors believe that this
will result in unprecedented levels of investment in education.
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Alternative Educational Units
“Alternative” refers to any pupil who does not follow uninterrupted mainstream education (including part-time). This
includes Pupil Referral Units (PRUs) and APUs, both of which deal with students unable to attend standard schools,
virtual schools, football and sports academies.
These units are designed to provide personalised education to pupils. These environments are challenging and require
intervention and support plans for each student, who are often reluctant learners. Personalised intervention plans are
very costly and labour intensive leaving these units unable to provide the quality of support required at an affordable
cost. YFT delivers this.
Further Education
This includes sixth form colleges (which offer resits for GCSEs), vocational colleges apprenticeships and other third party
education providers. This is a rapidly growing part of the market which almost always requires the students to have
attained GCSE English and Maths as a prerequisite to continue learning or furthering their career path. Many of these
students have failed to achieve GCSE English and Maths while at school and this is not the area of specialism of further
education establishments. With already constrained resources, they struggle to deliver methods in a cost-effective
manner to bring these students up to the required academic standards in English and Maths, many of whom required
personalised plans. YFT delivers this.
There are over 2,000 apprenticeship businesses in the UK and this is forecast to grow dramatically with significant
Government funding. This cuts out the entire recruitment and training sectors with specific apprenticeships funded by
the Government, local authorities and companies. Again, YFT delivers for them.
Direct-to-Consumer
Lockdown school closures have raised awareness of the ultimate responsibility of parents to supplement their child’s
education at home. Therefore, this has resulted in many parents not knowing how to support their children and has
resulted in an increase in demand for one-on-one tutors.
Furthermore, home educators, where parents take their children out of school completely and assume the role of
educator, are on the increase meaning that platforms such as YFT could be an important resource.
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The Your Favourite Teacher Solution
YFT has developed a teaching and learning platform that supports
teachers and pupils in “closing the gap” between current and target
grades. The platform both complements and supplements classroom
learning. It has three key attributes which make it highly effective in
supporting individual pupils to achieve.
Content — courses have been written by experienced teachers who have a thorough understanding of both the
subject content and the practical classroom challenges. The content is comprehensive and covers over 65 high-quality
published courses (7 more in production) across English, English Literature, Maths, Sciences and several other subjects.
It covers the vast majority of the UK school curriculum at Key Stage 4 (GCSE stage), all delivered on-demand through
online desktop and mobile devices. It is modular and therefore totally flexible, allowing teachers to follow the recognised
teaching and learning cycle used in schools. The teacher dashboard provides invaluable information to teachers on the
progress of each individual pupil and their class as a whole.
Pupil Engagement — the entire platform is designed around the pupil. It has been created to engage through the use
of clever and fun videos and animation. There is a gamified element running throughout, as students are encouraged to
earn coins, collect badges and have daily learning streaks. YFT experience exceptionally high pupil engagement.
Flexible Learning — the platform is extremely flexible and complements psychological learning styles in children. Visual,
auditory, reading/writing and kinaesthetic learners can all engage with YFT, allowing pupils to learn and revise at their
own pace and in the best way for them. Teachers are easily able to deliver individually tailored teaching and intervention
plans with a fraction of the resources normally required. The teacher dashboard and reporting provide a full achievement
view of each student, group, class and full year for Senior Leadership Team (SLT) members.
The Platform
The Directors believe that this combination of comprehensive content creation by experienced teachers, exceptional
student engagement, and the flexibility of a digital delivery that supports relevant learning psychology, sets this platform
ahead of its competitors. The platform has also achieved Security Certification ISO 27001 for increasing credibility with
schools.
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Your Favourite Teacher’s Methodology
The platform was designed to emulate how a teacher would deliver a half term unit, comprising teaching/learning,
assessing, developing and tracking. Each element of the YFT platform is structured to follow this proven teaching
method, providing a complete remote schooling experience. The schematic below shows how the YFT platform
addresses each aspect of the ‘teaching cycle’: learn, assess, develop and track.
LEARN
DEVELOP
ASSESS
TRACK
Learn in a variety of ways.
- Watch videos
- Complete worksheets
- Read topic pages
- Listen to podcasts
The Teaching Cycle
YFT translates the teaching style we all
used in our classrooms into something
that is accessed remotely.
A blend of assessment opportunities
to test understanding.
- Exam practice
- Interactive quizzing
- Model answers
- Worksheets
Challenge and enhance understanding
whilst reviewing areas of concern.
- Download revision resources
- Review prior learning
- Plug knowledge gaps
- Develop extended responses
Monitor progress and encourage
positive learning routines.
- Gamified learning experience:
earn coins, badges and certificates
- Use personalised learning checklists
- Live reporting for staff and parents
- Half-termly in-depth analysis
of performance
Your Favourite Teacher’s Proprietary Content
YFT courses have been created specifically to support the ‘teaching cycle’ methodology. Each course emulates the
scheme of work a teacher would normally follow over a 6–8 week period. There are between 10 and 15 lessons, all
following a similar structure with the same core teaching and assessment components:
• An engaging video with a specialist teacher
• Opportunity for stored note-taking
• An interactive quiz
• An associated task: exam practice, worksheet or other activity
• Visually engaging topic page with extra information and practice opportunities
• Other downloadable resources such as booklets, cue cards, revision summaries, etc.
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Insight into the YFT learning platform:
The content is easy to navigate: arranged by subject, then
unit, each of which has 10 to 15 lessons for the student to
work through.
It delivers comprehensive lessons with a variety of
activities to cover the subject matter in the appropriate
depth.
START
YOUR
LESSON
Videos are high-quality, heavily animated and with real
teachers. Replicating the classroom experience has been
a key element in ensuring student engagement as they are
familiar with the delivery.
A student dashboard displays course progress along with
achievements (coins and badges) earned. Easy access to
courses, notes, and leader boards.
START
YOUR
LESSON
CL
ICK
Graphics are interwoven throughout the learning
experience to support visual learners.
New fun and memorable approaches to key information are
important for information retention and ultimately student
success.
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Celebrating and rewarding success at regular intervals
through coin, badge and certificate collection maintains
interest and motivates students.
Live reporting tools for teachers, plus half term
individual and cohort analysis, support schools with data
management and evidencing.
Interactive testing and practice reinforce and check
learning whilst driving progress.
An abundance of development resources to support and
reinforce content for weaker students and challenge
stronger students.
Business Model
The revenue model for the Company’s core market of state schools and sports academies is based on an annual licence
ranging from £1,900 (for a small group) up to £5,000 (for an entire school). The price point has been designed to utilise
grants and budgets available for disadvantaged students, so making an initial buying decision easier for the institution.
This has provided a tried and tested entry strategy into a school. Proven, measurable results with the initial cohort of
students then drives adoption across an entire year group, which lowers the cost per student, making it much better
value for money.
This core business model provides high quality of earnings with annually recurring revenue with a low attrition rate. The
direct-to-consumer sector, while providing only a limited period of usage, can generate a higher price per student (on
average).
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Key Market Drivers
The Global E-Learning Market and Key Drivers
Notwithstanding the boost that Covid-19 “catch up” is anticipated to make, the
long-term trend in the EdTech market has been for strong growth globally and it
is expected to reach $342bn by 2025. In the UK, schools are spending c.£0.9bn
on EdTech per annum.
The Directors believe the following factors are likely to contribute to the growth
of the e-learning market, which in turn will impact YFT’s market, during the
forecast period:
•
Increase in use of mobile apps and social media
• Growth of blended learning in EdTech
•
Increasing AR and VR Applications in e-learning
• Higher internet penetration and internet-enabled devices
YFT’s market:
•
3,456 state-funded secondary schools in England
•
1,341 independent secondary schools in England
•
10,400 English speaking international schools (334 of which are in the UK)
• Alternative learners — elite athletes, 90+ football clubs, 60+ performing
arts institutions, 349+ PRUs and APUs, and 152+ virtual schools
•
3,306 further education and six form colleges in England
•
Estimated 1–1.5m part-time tutors is increasing dramatically with the
demand from parents to supplement school education
•
The Parent and Home Educator markets are forecast to grow dramatically
The EdTech market is much further developed in the Far East, with some well-
established Nasdaq quoted market leaders in Tomorrow Advancing Lives (TAL)
and New Oriental Education and Technology Group (EDU). They have a heavy
focus on their technology platforms and are well adopted as a learning channel
in the Asia Pacific region. The Directors believe this demonstrates the, as yet
untapped, potential in the UK.
15
16
Competition
There are a number of EdTech products that are focused on parts of the
learning process. Many are tools and platforms that augment teaching
but do not have content, such as Google Classrooms and Microsoft Teams.
Others are content banks such as BBC Bitesize and YouTube but which have
no structure, quizzes, worksheets, dashboard or reporting. These best serve
as resources for teachers to utilise as part of their own lesson plans.
Direct competitors include the following offerings:
Academy 21 — teaching through webcam
•
Learning-based
•
Inflexible (follows rigid timetable)
•
Low engagement
• Very expensive
Seneca Learning — quizzing platform
• Assessment-based
•
Limited opportunities to learn
• No depth or development opportunities
SAM Learning — learning platform
•
Learning-based
• Unengaging content
• No video
•
Outdated technology
Tassomai — tracking platform
•
Learning- and tracking-based
• No depth or development
•
Very basic content
Oak National Academy — Government-backed learning
platform
•
Learning-based
• Rushed content during Covid-19 crisis
•
Low engagement
• No opportunities for assessment or tracking
GCSEpod — video platform (market leader in 1,300
schools)
•
Limited depth (1-minute videos)
•
Outdated and unengaging video content
• No development or tracking opportunities
YFT brings together high-quality content at the comprehensive depth required to support remote teaching and learning,
combined with individual flexibility and extraordinary student engagement. This sets YFT apart from the competition that
do not provide the entire teaching and learning cycle.
17
These companies may support teachers with one or two elements of the teaching cycle (learn, assess, develop, track)
but the Directors believe only YFT provides all elements in depth.
Competition can also take the form of other intervention strategies such as teacher enhancements, revision guides or
tutoring. These vary in terms of effectiveness and cost. It is now becoming more accepted that using the media that
pupils favour for recreational purposes often engenders greater engagement and therefore better learning outcomes.
The following diagram shows the options typically available to schools, and the relative disadvantages compared to YFT:
KS2
KS3
KS4
Met their expected progress
Not mt thir expcted progrss
Gradient is expected level of progress
This gap is where intervention
strategies are required
ACHIEVEMENTYFT
- Highly visual
- Presented by expert teachers
- Easy tracking for parents,
teachers and schools
- Balance of learning,
implementing and testing/review
Revision Guides
- Expensive
- Often lost
- Hard to track usage
- Not engaging
Tutoring
- Expensive
- Challenging to scale
Online Tools
- Often focus on quizzing
rather than learning
- Text-based resources
not engaging
- Varied quality and
accuracy
Teacher
Enhancements
- Expensive
- Low attendance by
targeted students
- Adds to teacher workload
Your Favourite Teacher has been a fantastic tool and support team for our English department.
Throughout the lockdown, their resources, videos and quizzes have offered fantastic provision for both
the Literature and Language GCSE courses. Whilst there are lots of providers offering programs for
knowledge recall, we found that YFT was able to help the students not only with their subject knowledge
but crucially the skills needed to excel in their studies as well.
The online resources are high-quality with engaging animations and clear communication from their
subject specialists. There is a plethora of material that is useful for both first time teaching and revision,
with workshops available to help students make best use of these. Beyond the resources though, the real
value of YFT lies in their team who are enthusiastic, innovative and adaptable, always looking for the
best way to support teachers and to inspire students. I look forward to working with YFT in the future
as we adapt from online teaching to being back in our classrooms and challenging students to become
confident and thoughtful students of English.
“
Avril Dowdeswell
Head of English, Cardinal Newman Academy, May 2021
18
Business Progress
YFT has made significant early progress and has received excellent
feedback from customers. This has allowed YFT to secure a number
of additional schools and clubs, renew the prestigious Premier League
contract for another year and build a pipeline of interested parties. This
has been achieved despite a year of pandemic lockdowns when schools
and clubs were effectively closed for business.
Highlights include:
• A comprehensive learning platform live and tested within schools and football clubs.
• Pricing of licence packages proved to be well within the grants available for Pupil Premiums — 8 secondary school
and 3 Alternative Provision customers and 19 to sports academies such as blue-chip football clubs (including
Manchester United, Crystal Palace, Man City, Arsenal and Everton).
• Commercial deal with the Premier League agreed February 2020 and renewed for a second year in April 2021
(covering a minimum of 12 clubs as part of the 15 current customers) — this was a key endorsement and paved the
way for approaching many clubs.
• Commercial deal with Mumsnet launched (featured as GCSE revision guide on Mumsnet Talk pages and featured in
their Best Online Learning Resources).
• Commercial deal with AWE, specialists in the Home Educator market, to distribute YFT within the Home Educator
sector.
19
Deals and Partners:
•
19 sports academies in blue-chip football clubs (including Manchester United, Crystal Palace, Man City, Arsenal and
Everton).
•
Expanded deal with Chelsea to provide supplementary one-on-one tutoring service to disadvantaged athletes.
•
Successful Lockdown League tournament delivered in April 2021, which saw 19 clubs competing over two weeks.
• A Summer School Olympics in July 2021 with schools competing as countries in the Olympics alongside the Summer
Olympics in Japan. Part of an ongoing ‘Learn Like an Athlete’ program to inspire young people to follow in the steps
of elite athletes who also study on the YFT platform.
• Pilot event with West Ham where 8 of their foundation schools will compete in a league. This provides access to
the YFT platform for 8 new targeted schools in the area (the first school onboarded has completed 475 lessons, so
approximately 250 hours of learning in 3 days). If this event proves successful this could be replicated around all
clubs. 20 clubs will give access to 160 potential target schools.
•
Live pilot with a virtual school in Southend, providing support for the learning of ‘looked after children’. There are 152
virtual schools attached to local authorities. These virtual schools look after up to 50 children who attend on average
25 mainstream schools in the area. A successful pilot will pave the way to be a recommended supplier to all virtual
schools as well as exposure to around 3,000 mainstream schools.
• 8 secondary schools and 3 Alternative Provision licences sold.
• Piloting with Skills Training UK are providing the YFT platform to their 16- to 24-year-old apprentices. All
apprenticeships in England require GCSE English and Maths as part of their specialist skills training. Functional
English and Maths skills are an integral part of this. If successful they plan to roll-out YFT to their other 5 apprentice
schools.
•
In discussions with two other apprentice companies who are interested in trialling YFT to replace their current
face-to-face teaching for GCSE English and Maths. This is both an easier way for students to learn and a more cost-
effective method for apprenticeship companies.
• Commercial deal with AWE, specialists in the Home Educator market, to distribute YFT within the Home Educator
sector. AWE’s founder, Debbie Towns, is a leading figure in this sector, being a key thought leader in over 200 closed
Google groups. YFT is being endorsed by her as the best platform for GCSE English on the market.
Long-term collaboration agreed in principle with the Open University to work on a variety of projects beginning with
promoting science to 14- to 16-year-olds. It is intended to build this relationship into a complementary collaborative
association providing credibility to YFT.
20
21
Customer success examples:
• Whole school objective of GCSE preparation: new school implemented in
2021 and 2,217 lessons were completed covering 3,732 topics with 1,975
quizzes passed by 263 pupils in two months.
•
Improving English and homework: 84% student engagement and 3,500
hours learning (approx. 31 hours per child in their first term) demonstrated
the level of engagement and additional learning outside of school.
•
Football clubs: supporting elite academy players — approximately 4,000
lessons (over 2,000 hours of learning) completed during the 3-week
competition by approx. 150 14- to 16-year-old elite athletes.
Product Development
• A comprehensive, high-quality learning platform launched following a
successful pilot in 2019 and now has over 8,500 users, of whom over 5,000
actively learn with us.
•
Important English and Maths functional skills completed and published
in February 2021. Comprising 11 courses, 86 lessons which is approx. 50
hours of learning. Providing particular support to disadvantaged students
and entry into the entire FE college and apprenticeship market.
• Pricing of licence packages has proved to be well within the grants
available for Pupil Premiums, “catch up” funding, apprenticeship levies and
SEND (Special Educational Needs and Disabilities) funding.
•
Fast track onboarding for schools implemented. New schools of more than
500 pupils can be onboarded and live in 2 hours.
• Direct-to-consumer module developed, piloted in February 2021 and
launched in June 2021. Digital Marketing agency ‘Trellis’ was appointed in
February 2021 to support this.
• Pilot launched with 17 tutors and their students from CTI (a Covid-19
charity), to test viability and opportunity to launch into direct-to-tutor
market.
•
Functionality developed, piloted and launched to run ‘fantasy’ competitive
learning tournaments. Piloted with the ‘Catch Up Cup’ in Summer 2020.
22
Infrastructure
•
Team. Chief Customer Officer, Head of Platform recruited. In discussion
with a potential Educational Lead and experienced school business
development head.

Kate Meeks being positioned as a thought leader for digital learning
for disadvantaged students. YFT is ranked in 2021 JP Morgan top 200
businesses led by women. YFT will shortly be establishing an educational
advisory board that will provide valuable insight and thought leadership on
educational issues as well as a valuable network of key influencers in the
market. This will comprise up to 8 Heads, Deputy Heads, and Educational
Trust CEOs. Four candidates have already been identified and have agreed
to do this on a pro bono basis.
•
Systems. New hosting supplier, backup routines and Security Certification
ISO 27001 accreditation have created a strong platform to support rapid
growth.
•
Financial Infrastructure. A sound financial infrastructure has been
implemented including outsourcing financial processing and payroll,
reporting package, budgetary control and cash management.
The range and type of resources
in English is unlike any other
platform. Creative, exciting and
engaging for proactive revision
and learning.
“
Nicola Hickton
Director of English & Assistant Head,
The Chiltern Learning Trust
The platform and the support
from Kate and her team has
been excellent. Our players, and
their teachers, have found the
system invaluable in supporting
academic progress.
“
Ian Smithson
Head of Education, Manchester
United FC
100% of
students agree
YFT helped grade
improvement!
Improves
progress 8
by 0.5
24
Sales Strategy and Channels to Market
Pipeline
YFT has continued to build on the success of current customers and through a data-led marketing strategy has
generated a live pipeline of more than 1,400 relevant teacher contacts. From this activity alone, the potential opportunity
pipeline is worth £1.2m in schools and over £100k in sports academies (c.30 leads).
In addition, extensive networking has resulted in close relationships with a small (25 people) but highly influential group of
people that are YFT advocates who work across virtual schools, academy trusts, alternative provision units, mainstream
SLT members and football clubs.
Near-term revenue opportunities include:
•
3 new football clubs agreed
•
5 schools in pilot of which 3 are in advanced discussions
•
1 virtual school in pilot
•
1 apprenticeship college in pilot and discussions with another 2
Approach
YFT initially targeted secondary schools, specifically to help utilise the Pupil Premium budget to gain traction. This was
done through direct sales and proved to be effective. Building on this, YFT has used the period of “decision inertia” in
schools during Covid-19 to build a data-led sales and marketing strategy to help highlight and optimise the sales effort.
YFT has four Channels of Distribution which relate to particular sectors of the education sector:
1. Mainstream education
2. Alternative learning
3. Further education
4. Direct-to-consumer
1. Mainstream Education

YFT continues to expand its footprint in the mainstream secondary education sector utilising its existing content.
Management are aiming to penetrate the independent sector by developing content aimed at producing the highest
exam grades and into the international school sector by developing the International GCSE board content. Both of
these content developments are relatively minor and natural extensions to the existing courses.
25
2. Alternative Learning Sector

This channel includes all sectors where students are unable to follow a consistent full-time education pattern. This
includes football, sports and arts academies, PRUs, APUs, virtual schools, prisons and students who are unable to
attend schools due to long-term illness.

As proven with the current deals with football clubs, education provision for pupils who are away from school (i.e.
in the sports academy) is an important consideration for these institutions. Ofsted has expressed concern that the
delivery of these obligations by institutions are not at the required standards.

In the football club sector alone, there is a significant opportunity to own this sector of the market, which would
include the chance to offer supplemental, sector-specific courses (e.g. BTEC in sports management). YFT plans to
continue to build on the success already achieved in direct selling into this sector which is highly reliant on personal
recommendations and introductions. In the UK, there are 24 sports academies under the Premier League and 73
under the English Football League.

The YFT team have been introduced to a number of opportunities that are similar to football clubs and the
partnership deal with the Premier League. These include Team GB sports and athletics, rugby clubs and tennis clubs.
High profile sports personalities have expressed interest in supporting YFT to help young, budding champions have
an all-round educational programme. Only a small percentage of young talent is able to make it to the top, and even
then, sports careers can be very short. An all-round education is now seen as an essential part of sports institutions
obligations to young talent.

Furthermore, stage and screen requirements for educational support whilst filming and performing in arts schools all
have similar requirements and budgets to support pupils who miss part of schooling.

PRUs, APUs and virtual schools are responsible for looking after the higher education of students who do not fit into
mainstream education for a whole variety of social, learning and personal circumstances. YFT is very well matched to
this section of learners and YFT is already used in a number of APUs. The YFT team have networked into this sector
and are piloting the platform in several facilities. Prisons and students who have long-term illnesses are a natural
extension to this sector.

The Alternative Learning sector is a fragmented market but YFT’s penetration into the football Premier League is
seen as a flagship by which to showcase its leading position in this sector. It is seen as a significant opportunity to
network into, and dominate, specialist high profile area of education.
3. Further Education Sector

This sector includes resits and further education colleges and sixth form colleges (where GCSE is a requirement of
further education). It also includes apprenticeships and third party providers.

There are approximately 3,300 further education and sixth form colleges in the UK that have a requirement to teach
GCSE English and Maths to students who often struggle with this traditional sector of academic learning.

There are over 2,000 apprenticeship businesses and third party providers in this sector. This is a fast-developing
area of learning and many apprenticeships have a prerequisite for GCSE English and Maths with functional skills are
particularly relevant here. These organisations are often more specialist in vocational training and YFT is already
piloting in one apprenticeship academy in Brighton and is in conversation with another two providers who have taken
a keen interest in partnering with YFT to use the platform. This sector is well funded with many generous levies
available to provide GCSE English and Maths education.
26
4. Direct-to-Consumer Sector

This predominantly comprises parents and tutors (1.5m+ 14- to 16-year-old GCSE students in the UK). There are
also over 500k private tutors serving these students at this level, as well as a small but established Home Educator
market in the UK.

With the experience of Covid-19 over the past year, parents have become acutely aware of their basic responsibilities
to educate their children and their desire to ensure their children are not disadvantaged in their careers by the
effects of the pandemic. The state and schools alone cannot solve the issue. This has kick-started significant growth
in this sector which is essentially parent-driven.

YFT piloted a direct-to-consumer product in February 2021 following the appointment of a specialist digital
marketing agency. The product has been refined and was launched in May 2021 with monthly individual subscriptions
at £18.99 per month £149 per annum. This was initially driven by paid search, underpinned by a social media strategy
to build a strong SEO for online searches. Feedback has been positive from parents (unsolicited), for example:

“I can not recommend Your Favourite Teacher enough, my son (aged 14) has enjoyed every single lesson he has
tried. As a parent who was new to home schooling it has made the transition so much easier for us. The layout of the
website is brilliant, and so easy for my son to navigate. He particularly enjoys getting the certificates after completing
the tasks.”

“Sorry to bother you again but I’m just so proud of him that I had to let you know. Charlie achieved Olympic legend!
So proud as he has learning issues being autistic with ADHD too. I just had to tell you. Thank you for all your help and
encouragement. Charlie really likes your program. He’s had others before like IXL but he said he likes yours best.”

Management believe that the YFT platform is a good complementary platform to use with private one-to-one tutors.
It can be used either as a means of reinforcing what is taught in a one-to-one session with the tutor who is able to
monitor the progress of the student and focus the areas of difficulty. It can also be used as a flipped learning model
where students are asked to go through the video and worksheets in advance of the lesson and the tutoring focuses
on where they had difficulties rather than the initial teaching. In both cases, this has the opportunity to make the
tutoring more effective and allow tutors to spend less time on preparation.

YFT has recently completed a pilot with 17 tutors and their students at CTI, a Covid-19 tutoring charity. Focus group
and individual feedback will provide helpful insight into how best to formally launch the YFT platform into this sector.

There is also a small but rapidly expanding Home Educator market. This is a very fragmented market that is much
bigger in other countries. YFT have entered an agreement for AWE to market and distribute the YFT platform in
this sector. This business is headed by Debbie Towns who is recognised as a leader in this field. She has over 19
years’ experience in the sector and is a member and influencer in over 200 Facebook groups of which the majority
are closed to the general public. Debbie is a great supporter of the YFT content and is positioning it as the leading
platform for Home Educators for English.
27
28
The equity is offered in units of £5,000 — a unit buys ‘A’ Ordinary Shares representing 0.15% of the fully diluted equity.
Post-investment Capitalisation:
Management Team
38.08%
Others
22.16%
Growthdeck Investors (2020)
9.04%
Growthdeck Investors (Current Offer)
14.53%
Growthdeck
3.64%
Staff Option Pool
9.20%
Staff
1.29%
Total
100.00%
The ‘A’ Ordinary Shares are voting shares and will carry the same rights as the existing Ordinary Shares and ‘A’ Ordinary
Shares. On an exit, the amounts subscribed for all shares will be returned to holders prior to the distribution
to equity holders of any excess proceeds. This means that if the Company was sold for at least £1.1m all
shareholders would recover the full amount of their investment.
Growthdeck completed an investment of £383k in 2020 and the Company is looking to follow on this investment to grow
the business as the UK emerges out of lockdown and a successful vaccination programme.
Growthdeck’s Investor Representative is Fraser Allan who assisted Growthdeck in undertaking due diligence on the
Company and was a significant investor in the first round.
Management are targeting an exit valuation of c.£33m in 2026. This is dependent on their meeting combined earnings
projections and assumed exit multiples. If this exit is achieved, it could deliver investors a 10.2x money return, increasing
to 14.6x for those who qualify for EIS income tax relief.
The Company successfully issued EIS1 forms to investors in the last round regarding the tax reliefs available under EIS
which include 30% initial income tax relief and tax-free capital gains on exit, so long as the shares are held for at least
three years.
Tax reliefs are not guaranteed. They depend on the venture maintaining its qualifying status and may be withdrawn at
any time by HMRC. In addition, the tax treatment of EIS investments depends on the individual circumstances of each
investor and may be subject to change in the future.
Investment Terms
Company Name
Your Favourite Teacher Limited
Investment Vehicle
UK Private Limited Company
Principal Business Activity
Development and sales of online learning platform
Target Total Amount to Raise
£500,000 ‘A’ Ordinary Shares
Pre-money Capitalisation
£2.89m
Growthdeck Investors’ Equity
14.5%
Equity Investors’ Protections
Right to subscription amount for shares paid out first on exit.
Investor Representative (appointed by Growthdeck) consent required for key
company actions.
29
Target Returns
Growthdeck Investors’ Investment
£0.5m
Growthdeck Investors’ Stake %
14.5%
Exit Timing Assumption
4–5 years from investment
Revenue at Exit
£10.9m
EBITDA at Exit
£5.9m
Revenue Exit Multiple
3x
Exit Price — Excluding Cash Reserves
£32.7m
Growthdeck Investors’ Exit Returns
£5.1m
Growthdeck Investors’ Exit Money Multiple
10.2x (Pre-EIS relief)
14.6x (Post-EIS relief)
Growthdeck Investors’ IRR (Gross)
54% (Pre-EIS relief)
64% (Post-EIS relief)
Warning: Financial projections should not be relied upon as a guarantee of future performance
30
Illustrative Projections
Year Ending 31 July (£’000s)
2020/21
2021/22
Projections
2022/23
Projections
2023/24
Projections
2024/25
Projections
2025/26
Projections
Total Revenue
92
818
2,898
5,357
8,796
10,928
Cost of Sales
(43)
(545)
(1,553)
(2,450)
(2,636)
(2,913)
Gross Profit
49
273
1,345
2,907
6,160
8,015
54%
33%
46%
54%
70%
73%
Operating Expenses
(548)
(881)
(1,564)
(1,765)
(2,013)
(2,082)
EBIT
(499)
(608)
(219)
1,141
4,147
5,933
21%
47%
54%
Financials
IMPORTANT NOTICE: The financial projections in this section are based upon forward-looking Director’s estimates
regarding the potential future development of the business. They are intended to communicate an idea of the Company’s
future potential according to management’s aspirations. Achievement of these forecasts will be dependent upon the
Company securing a wide range of new customers and controlling its costs of operation over the period of the projections.
Warning: Financial projections should not be relied upon as a guarantee of future performance
The Directors have prepared the illustrative trading projections based on growth assumptions for the existing routes
to market together with the introduction of extending the product applications as outlined in the Sales Strategy and
Channels to Market section on page 24. The revenue is recognised in accordance with UK GAAP and is deferred over the
term of the contract.
Set out below are summary profit and loss projections for the 5 years ending 31 July 2026 together with unaudited
management accounts for the year ended 31 July 2021.
31
Cashflow Projections
Year Ending 31 July (£’000s)
2020/21
2021/22
Projections
2022/23
Projections
2023/24
Projections
2024/25
Projections
2025/26
Projections
Cash Inflow from Sales
116
1,479
4,288
7,347
11,637
13,076
Creditors
(255)
(805)
(1,072)
(1,063)
(1,111)
(1,143)
Salaries
(258)
(539)
(1,560)
(2,336)
(2,611)
(2,833)
Taxes
(104)
(283)
(843)
(1,311)
(1,657)
(1,814)
Cash Outflow
(616)
(1,627)
(3,475)
(4,710)
(5,379)
(5,789)
Investment (Net of Costs)
550
250
0
0
0
0
Net Cashflow
50
102
814
2,637
6,258
7,287
Opening Bank Balance
0
50
152
965
3,602
9,860
Closing Bank Balance
50
152
965
3,602
9,860
17,147
Cashflow forecasts have been prepared by management based on the expected revenue and costs set out in the
projected profit and loss account.
Customers in this sector typically pay promptly and to date, YFT has not experienced any delays or bad debt. The
cashflow forecast assumes that 40% will pay on 30 days and the balance within 60 days.
The cashflow assumes that the investment completes Q3 ’21.
Warning: Financial projections should not be relied upon as a guarantee of future performance
32
Financials
Balance Sheet Projections
Year Ending 31 July (£’000s)
2019/20
2020/21
2021/22
2022/23
2023/24
2024/25
2025/26
Cash
50
154
247
1,055
3,687
9,939
17,220
Trade and Other Debtors
5
7
25
63
117
183
204
Current Assets
55
162
273
1,118
3,804
10,122
17,424
Trade Creditors
(23)
(54)
(44)
(47)
(47)
(47)
(47)
Taxes
0
37
(14)
(340)
(858)
(1,711)
(2,682)
Deferred Revenue
(41)
(103)
(530)
(1,265)
(2,292)
(3,609)
(4,008)
Current Liabilities
64
120
588
1,652
3,196
5,368
6,737
Net Assets
(9)
43
(315)
(534)
607
4,755
10,687
Share Capital
328
928
1,178
1,178
1,178
1,178
1,178
Retained Earnings
(387)
(885)
(1,493)
(1,712)
(571)
3,577
9,509
Total Equity
(59)
43
(315)
(534)
607
4,755
10,687
Warning: The figures shown in the table above refer to the past and are not a reliable indicator of future performance
Deferred revenue refers to payments received in advance for contracts which still have a period of time left to provide
access to the YFT platform. Revenues are recognised as they are earned.
33
34
Risk Factors
Scaling Sales
The financial projections assume that YFT achieves the anticipated increase in revenues in the next few years, primarily
through its existing sales strategy to state secondary schools and sports academies. This will require a significant effort
and the ability to continue upselling within schools through additional courses and year group sales. In the event this is
delayed, or fails to be achieved, then trading performance and cash could be reduced.
The management team have proven their ability to sign customers even through lockdown in a hugely disrupted market
in order to achieve forecasts. In the event that revenues do not increase as expected, management have indicated they
would reduce costs within the business, particularly with regard to marketing activities. Such action is, however, likely to
impact the growth potential of the business.
New Customer Segments
The exit plan is based on YFT being able to successfully build revenue streams across multiple new customer segments.
Most of these utilise the same content and platform and are closely related to current customers (such as independent or
overseas schools). However, expanding the remote learning and home learning space will be challenging and will require
additional skills within the business to execute successfully.
Competition
Online learning is competitive and busy with a wide variety of products. It is feasible that a competitor or larger company
wishing to replicate YFT’s approach regarding disadvantaged pupils could do so. However, the Directors believe the time
required to build up the content and structure an end-to-end teaching and learning product would be significant.
Resources
Currently, the business is being run on a very lean basis. This makes the Company particularly reliant on key staff. This
represents a risk to the business if any were unavailable, for whatever reason. Additional staffing is one of the primary
drivers for the fundraise and YFT is planning to recruit several more staff as required in order to support sales.
Exit Valuation Multiples
SaaS company exit valuations have remained high despite current economic conditions. Recurring revenues provide a
level of predictability that is appealing to acquirers. It is assumed that exit multiples will remain consistent, but given the
continually changing economic conditions, the target exit multiples may not be achievable in the future.
Covid-19
Despite the global vaccination drive, the potential for future disruption caused by the pandemic continues to exist.
Variants arising in the UK or other geographies may result in further lockdown measures causing disruption. The
pandemic has previously resulted in business progress and sales being slowed. This could therefore happen again.
Set out below are specific risks identified by management as relevant to this
particular investment. Please see the ‘Risk Warnings’ at the back of this Investment
Memorandum for additional risks that are generic to investing in private companies.
35
The EIS funds will be utilised in a number of areas to enable
management to implement their growth strategy for the
business. The main areas being:
Use of Funds
The exit strategy anticipated by the Board is a trade sale in 2026.
Management consider it likely that, subject to the growth of the
business in line with projections, YFT will be an attractive acquisition
target for a broad range of possible acquirers including:
Exit Strategy
•
To further build the sales, customer management and senior management team to create a sound platform for
growth.
•
Fund the continued development work on the platform (including GCSE resits, Key Stage 3, A* modules for
independent schools and BTEC sports management modules) to complete the offering, as well as new features and
functionality to further increase student engagement.
•
To fund the working capital requirements for the creation of new content.
•
Commence key marketing activities.
Growthdeck completed an investment of £383k in 2020. The Company is looking to add to this investment to grow the
business as the UK emerges out of lockdown and a successful vaccination programme.
• Publishers in the education sector (e.g. Pearson, Macmillan, McGraw Hill).
•
Leading Nasdaq quoted, Far Eastern-based educational technology businesses looking to penetrate the lucrative
British education market (e.g. TAL or EDU).
•
EdTech businesses looking to move into or consolidate the secondary school market (e.g. Study Group, Blackboard or
even niche providers such as Quizlet).
•
Technology companies that are moving into education (such as Google, Microsoft).
The assumed exit multiple of 3x EV/Revenue is believed by the Directors to represent a conservative target given
previous exits in the sector and their belief that YFT could be very strategic to a number of acquirers. The target of
achieving £10m+ of repeating revenues would result in YFT being an attractive asset.
36
Growthdeck’s view
In my opinion, YFT has been developed by an exceptional, hands-on teacher who achieved her experience and
success in the most challenging of classroom environments. This has been instrumental to the development and
success of the product.
She has successfully translated this educational excellence into an engaging and effective online platform that
encompasses the three key success criteria in teaching. The comprehensive crafted content covers the full national
Key Stage 4 (GCSE) curriculum in each covered subject — they are also increasing the number of subjects. Delivery of
this content in fun and varied formats that achieve exceptional student engagement is critical for success and, from
the current schools and sports academies where YFT is used, the feedback has been confirming this. The flexibility of
the platform allows it to be used in many different ways, tailored to each student’s individual psychological learning
traits which, in addition, opens a number of future revenue opportunities.
There are many competitors in the market in the UK but I’ve found none with the rounded quality of YFT. No one
dominates the market currently and this has also been true through the pandemic and lockdown phases. The UK
secondary school market is very fragmented, slow to accept change and embrace new technology, but must now
utilise such technologies in order to “catch up” in the learning due to the severe disruption caused by multiple
lockdowns. In contrast, learning tools are much more advanced and accepted in the Far East, providing a view of how
the UK will progress.
IMPORTANT NOTICE: The commentary set out below is an extract from advice given by Growthdeck to its client, YFT.
Growthdeck is acting solely as an advisor to the Company, which has issued this Investment Memorandum, and is not
providing advice or services to any other person. Prospective Investors must make their own assessments of the merits
of the investment. The advice is drawn from a review undertaken by Growthdeck’s prospective Investor Representative
and Executive Chairman, Fraser Allan. The summary followed extensive time spent by him with the YFT team and sets
out his rationale for investment.
It is clear that YFT is well placed to capture a significant share of this market across several channels of distribution
and planning for the future re-commences, the next 12 months should be a markedly better environment to drive
revenue and customer growth. Even a relatively modest market share will deliver a substantial, profitable business
with recurring revenues streams. YFT does not need to be the lead disruptor in this market; the disruption has taken
place naturally and will accelerate the growth and increase the size of this market exponentially.
YFT is a fledgling business, but with an injection of vision, skills and capital, I firmly believe there is a hugely exciting
opportunity to deliver exceptional returns. I took on a hands-on executive role in YFT to scale, professionalise,
and fast track the market opportunities that already exist, as well as enter new, potentially sizeable channels of
distribution. I have a vision for this business to be a significant player in a fast-growing global market. I believe there is
enough potential and opportunity to deliver this.
Call us on 0800 302 9444 or email info@growthdeck.com
www.growthdeck.com/yft
Reserve an allocation at:
38
39
Investment Summary
Call us on 0800 302 9444 or email info@growthdeck.com
£500k
14.5%
£2.89m
10.2x
14.6x
Fundraise target
Equity offered
Pre-money valuation
Target money return
(after EIS tax relief)
(before EIS tax relief)
www.growthdeck.com/yft
Reserve an allocation at:
Available in units of
£5,000
40
RISK WARNING: Investing in or lending to early stage businesses can be highly rewarding, but there are a number of risks
that Prospective Investors should be aware of before investing. The following risk warnings apply to the Company which at
the date of this Document is at an early stage of development. The Company’s revenues are yet to develop, it is not cash
flow positive and it may require additional equity investment funds in order to develop its business and revenues to a level at
which the business is financially self-sufficient. Your capital is at risk if you invest in such early stage businesses. Developing
and growth businesses have a high failure rate. You must assume that many of the businesses of this profile may experience
difficulties and in some cases will become insolvent. As a result you may lose all of your capital.
Limited liquidity: Shares in early-stage businesses are extremely illiquid — meaning that there are very few opportunities to
buy and sell them. Once you’ve bought shares in a business, it is extremely unlikely that you will be able to sell them through
a secondary marketplace. In other words, it is likely that you would have to hold on to them until there is a strategic exit — like
a share buy-back, management buy-out or a sale of the business.
Rarity of dividends: Most early-stage and growth companies don’t pay any dividends to shareholders. That means you are
unlikely to receive any income from your shares, even for profitable enterprises. You will need to wait for a successful exit,
which cannot be guaranteed, before receiving any return of capital.
Share dilution: Shares in early-stage and growth companies tend to be subject to dilution. If the business wants to raise more
capital at a later date, it will probably issue new shares to new investors, thereby reducing the percentage that you own. Your
investment could also be diluted as a result of options being granted to employees of, service providers to or certain other
parties connected with, the company.
Diversification: Prospective Investors in EIS and other early stage business opportunities should always consider the
importance of spreading risk by investing in multiple ventures as opposed to a single opportunity. The tax advantages are
the same, but you are potentially less likely to incur a total loss should one or more business fail. It is also important to have
the majority of your investment portfolio in less risky asset classes such as Government bonds and publicly-traded shares.
Tax treatment of shares: Tax reliefs are not guaranteed. They depend on the venture maintaining its qualifying status, and
may be withdrawn at any time by HM Revenue & Customs. In addition, the tax treatment of EIS and SEIS schemes in the future
depends on the individual circumstances of each investor and may be subject to change in the future.
Past and projected performance: Potential Investors should not assume that the Company’s past performance is a reliable
indicator of future performance. Furthermore, potential investors should not assume that a company’s projections for future
sales are reliable or likely to happen.
Leadership: The success of a company will depend largely upon the ability of its executive directors to develop and maintain
a strategy that achieves the company’s objectives.
Links to External Websites: Throughout the documents available and on associated websites you may find links to external
websites. Neither the Company nor Growthdeck can take responsibility for pages maintained by external providers.
Advice: Growthdeck is providing advice only to the Company and is not providing any advice to any Prospective Investors
or any other party with relation to any investment activity. If you require professional financial advice you should engage an
independent advisor.
© All rights are reserved. Any unauthorised use or distribution is strictly prohibited. This Document has been prepared and issued by the
Company or its associated companies. Neither the information nor the opinions expressed in this Document constitute or intend to be an
offer, or a solicitation of an offer, to buy or sell relevant securities (i.e. securities mentioned herein and debentures, bonds, loan notes, options,
warrants, or rights to or interests in any such securities). The information and opinions contained in this Document have been compiled from
and based upon information provided by the directors of the Company and of which the accuracy or completeness of cannot be guaranteed.
All comments given are statements of either the relevant client company’s opinion or associated companies’ opinion only and no express or
implied representation or warranty is given or to be implied therefrom. All opinions expressed herein are subject to change without notice. This
Document does not take into account the specific investment objectives, financial status, attitude to risk or any other specific matters relevant
to any person who receives this Document and should therefore not be used in substitution for the exercise of judgement or independent
due diligence by such person. This Document has been communicated for the Company by Growthdeck and neither Growthdeck nor any
associated company accepts any liability whatsoever for any direct or consequential loss arising from the use of this Document save where
such loss arises as a direct result of Growthdeck’s or an associated company’s negligence. Additional information on the contents of this
Document is available on request. Not for release, publication or distribution, directly or indirectly, in or into the United States of America.
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