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UK Advance Subscription Agreement (ASA) — SEIS/EIS-Compatible
Draft a UK Advance Subscription Agreement for SEIS/EIS-compatible bridge financing under <em>Income Tax Act 2007 Part 5</em> (EIS) and <em>Part 5A</em> (SEIS). The four SEIS/EIS compatibility conditions — IRREVOCABLE, 6-month longstop, NO INTEREST, NO SECURITY, NO REFUND — are built into the agreement structure. Free covers baseline subscription with mandatory SEIS/EIS acknowledgements and Qualified Financing conversion at the lower of discount or valuation cap. Expert adds HMRC Advance Assurance + SEIS3/EIS3 framework, pre-emption under Companies Act 2006 s.561, company warranties (qualifying trade, gross assets, employee count), FPO 2005 exemption citation (art.48 HNW / art.50A sophisticated), and independent legal + tax advice acknowledgements.
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ADVANCE SUBSCRIPTION AGREEMENT
Halcyon Biosciences Limited (No. 14217896) · Seis/eis-compatible · 4 June 2026
COMPANY
Halcyon Biosciences Limited (Company No. 14217896)
White Building, Granta Park, Cambridge CB21 6GP
INVESTOR
Mrs Patricia Anne Holroyd
5 Ardingly Road, Pimlico, London SW1V 4QF
Advance Subscription £75,000 · SEIS
Longstop 4 December 2026
THIS ADVANCE SUBSCRIPTION AGREEMENT is made on 4 June 2026 between Halcyon Biosciences Limited, a company incorporated in England and Wales (Company No. 14217896), of White Building, Granta Park, Cambridge CB21 6GP (the "Company") and Mrs Patricia Anne Holroyd, a certified high net worth individual under article 48 of the FPO 2005, of 5 Ardingly Road, Pimlico, London SW1V 4QF (the "Investor").
The Investor agrees to subscribe in advance for shares in the Company in the amount of £75,000 on the terms set out below, with the intention that the subscription be qualifying as both SEIS (up to the £250,000 lifetime SEIS cap) and EIS (thereafter) under Parts 5 and 5A of the Income Tax Act 2007.
The Investor agrees to subscribe in advance for shares in the Company in the amount of £75,000 on the terms set out below, with the intention that the subscription be qualifying as both SEIS (up to the £250,000 lifetime SEIS cap) and EIS (thereafter) under Parts 5 and 5A of the Income Tax Act 2007.
1. Advance Subscription Amount. The Investor shall pay to the Company the sum of £75,000 (the "Advance Subscription Amount") on the date of this Agreement. The Advance Subscription Amount is paid in advance of the issue of shares to the Investor and is intended to convert into A Ordinary Shares of £0.0001 each, ranking pari passu with the shares issued in the Qualified Financing in accordance with clause 2 below.
2. Conversion mechanics. The Advance Subscription Amount shall convert into shares on the earlier of: (a) the completion of a Qualified Financing (equity financing raising aggregate gross proceeds of at least £1,500,000); (b) the Longstop Date (4 December 2026); or (c) a Liquidity Event (sale of the Company, IPO, or change of control).
2.1 Qualified Financing conversion. On a Qualified Financing, the Advance Subscription Amount converts at the LOWER of (i) the price per share in the Qualified Financing less the 20% discount; or (ii) the price per share calculated by reference to the £4,500,000 pre-money valuation cap.
2.2 Longstop conversion. If no Qualified Financing has occurred by the Longstop Date, the Advance Subscription Amount converts on the Longstop Date at the price per share calculated by reference to the £4,500,000 valuation cap.
2.3 Liquidity Event. On a Liquidity Event prior to conversion under (a) or (b), the Advance Subscription Amount converts immediately prior to the Liquidity Event at the lower of discount or cap as if a Qualified Financing had occurred at that time.
2. Conversion mechanics. The Advance Subscription Amount shall convert into shares on the earlier of: (a) the completion of a Qualified Financing (equity financing raising aggregate gross proceeds of at least £1,500,000); (b) the Longstop Date (4 December 2026); or (c) a Liquidity Event (sale of the Company, IPO, or change of control).
2.1 Qualified Financing conversion. On a Qualified Financing, the Advance Subscription Amount converts at the LOWER of (i) the price per share in the Qualified Financing less the 20% discount; or (ii) the price per share calculated by reference to the £4,500,000 pre-money valuation cap.
2.2 Longstop conversion. If no Qualified Financing has occurred by the Longstop Date, the Advance Subscription Amount converts on the Longstop Date at the price per share calculated by reference to the £4,500,000 valuation cap.
2.3 Liquidity Event. On a Liquidity Event prior to conversion under (a) or (b), the Advance Subscription Amount converts immediately prior to the Liquidity Event at the lower of discount or cap as if a Qualified Financing had occurred at that time.
3. SEIS / EIS-compatible terms. The Investor and the Company intend that the advance subscription be qualifying as both SEIS (up to the £250,000 lifetime SEIS cap) and EIS (thereafter) under Parts 5 and 5A of the Income Tax Act 2007. The parties expressly acknowledge and agree that, to preserve SEIS / EIS compatibility:
(a) the Advance Subscription Amount is irrevocable — the Investor cannot demand return of the funds;
(b) the Longstop Date is not more than 6 months from the date of this Agreement;
(c) the Advance Subscription Amount does not bear interest;
(d) the Advance Subscription Amount is not secured;
(e) there is no right to refund — if the Company fails before conversion, the Investor loses the investment.
(a) the Advance Subscription Amount is irrevocable — the Investor cannot demand return of the funds;
(b) the Longstop Date is not more than 6 months from the date of this Agreement;
(c) the Advance Subscription Amount does not bear interest;
(d) the Advance Subscription Amount is not secured;
(e) there is no right to refund — if the Company fails before conversion, the Investor loses the investment.
4. Investor protection and HMRC.
4.1 HMRC Advance Assurance. The Company has obtained HMRC Advance Assurance (reference: HMRC SEIS-EIS-AA-2026-08147) confirming SEIS / EIS eligibility prospectively. The Company will apply for the SEIS3 / EIS3 compliance certificate within the prescribed deadline after the shares are issued.
4.2 Pre-emption on conversion. On conversion, the Investor receives the benefit of pre-emption rights to maintain its percentage interest in subsequent equity issuances under section 561 of the Companies Act 2006.
4.3 Warranties. The Company warrants to the Investor that: (a) the Company is duly incorporated and validly existing; (b) the Company has full power and authority to enter into this Agreement; (c) the Company carries on a qualifying trade for SEIS / EIS purposes; (d) the Company has not been the subject of any insolvency proceedings; (e) the Company's gross assets do not exceed the SEIS limit of £350,000 (or, for the EIS portion, £15 million) at the date of this Agreement; (f) the Company has fewer than 25 full-time-equivalent employees (or, for the EIS portion, fewer than 250); (g) all material litigation has been disclosed in writing.
4.1 HMRC Advance Assurance. The Company has obtained HMRC Advance Assurance (reference: HMRC SEIS-EIS-AA-2026-08147) confirming SEIS / EIS eligibility prospectively. The Company will apply for the SEIS3 / EIS3 compliance certificate within the prescribed deadline after the shares are issued.
4.2 Pre-emption on conversion. On conversion, the Investor receives the benefit of pre-emption rights to maintain its percentage interest in subsequent equity issuances under section 561 of the Companies Act 2006.
4.3 Warranties. The Company warrants to the Investor that: (a) the Company is duly incorporated and validly existing; (b) the Company has full power and authority to enter into this Agreement; (c) the Company carries on a qualifying trade for SEIS / EIS purposes; (d) the Company has not been the subject of any insolvency proceedings; (e) the Company's gross assets do not exceed the SEIS limit of £350,000 (or, for the EIS portion, £15 million) at the date of this Agreement; (f) the Company has fewer than 25 full-time-equivalent employees (or, for the EIS portion, fewer than 250); (g) all material litigation has been disclosed in writing.
5. Financial promotion exemption and legal/tax advice.
5.1 FSMA exemption. The communication and offer of this Agreement has been made in reliance on the exemption article 48 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 — certified HNW individual; certification provided at Schedule 1 under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. The Investor has provided the required certifications. The Company is not authorised by the Financial Conduct Authority.
5.2 Legal advice. Both parties confirm that they have obtained independent legal advice on this Agreement.
5.3 Tax advice. The Investor confirms that they have obtained independent tax advice on the SEIS / EIS tax-advantaged treatment and on the personal tax position arising from the advance subscription.
5.1 FSMA exemption. The communication and offer of this Agreement has been made in reliance on the exemption article 48 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 — certified HNW individual; certification provided at Schedule 1 under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. The Investor has provided the required certifications. The Company is not authorised by the Financial Conduct Authority.
5.2 Legal advice. Both parties confirm that they have obtained independent legal advice on this Agreement.
5.3 Tax advice. The Investor confirms that they have obtained independent tax advice on the SEIS / EIS tax-advantaged treatment and on the personal tax position arising from the advance subscription.
6. Governing law. This Agreement is governed by the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
SIGNED FOR AND ON BEHALF OF THE COMPANY
Dr Imogen Harriet Wallace
Chief Executive Officer and Director · 4 June 2026
Date: ____________________
SIGNED BY THE INVESTOR
Mrs Patricia Anne Holroyd
Investor · 4 June 2026
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is a UK Advance Subscription Agreement?
A UK Advance Subscription Agreement (ASA) is an equity subscription agreement under which an investor pays an advance subscription amount to a UK company in exchange for shares to be issued on the occurrence of a defined trigger event — typically the next equity financing round. Unlike a Convertible Loan Note (CLN), an ASA is structured to be <strong>SEIS/EIS-compatible</strong> — the investor can claim the highly valuable SEIS or EIS tax-advantaged relief on their UK personal tax return (50% income tax relief under SEIS, 30% under EIS, plus CGT exemption on disposal after 3-year holding).
For SEIS/EIS-compatibility, the ASA must satisfy four critical conditions: <strong>(1) IRREVOCABLE</strong> — the investor cannot demand return of the funds; <strong>(2) 6-MONTH LONGSTOP</strong> — if no qualifying financing within 6 months of the agreement, the ASA converts on the longstop at a default share price; <strong>(3) NO INTEREST</strong> — the ASA cannot bear interest (debt-like); <strong>(4) NO SECURITY, NO REFUND</strong> — the ASA cannot be secured against company assets and the investor has no refund right. Failure of any one condition risks HMRC treating the ASA as debt rather than equity subscription — and the SEIS/EIS relief is lost.
HMRC Advance Assurance is strongly recommended before any UK ASA is signed. The Advance Assurance application confirms SEIS/EIS eligibility prospectively, giving both the company and the investor certainty that the relief will be available. After the shares are issued (on conversion), the company applies for the SEIS3 / EIS3 compliance certificate which the investor uses to claim the relief on their personal Self Assessment tax return. The ASA is the UK angel investor's preferred bridge financing instrument for early-stage SEIS-qualifying British companies (≤ 3 years old, ≤ £350,000 gross assets, ≤ 25 employees, ≤ £250,000 SEIS lifetime cap) and EIS-qualifying companies (≤ 7 years, ≤ £15m gross assets, ≤ 250 employees, ≤ £12m EIS lifetime).
What's Covered in This Template
Our UK ASA template generates a SEIS/EIS-compatible advance subscription with the four critical conditions built into the agreement structure.
Company + Director + Investor (FPO 2005)
UK company, signing director, investor classification under FPO 2005 (art.48 HNW / art.50A sophisticated / art.43 existing member / corporate).
SEIS / EIS / Both / Neither Route
Choose SEIS only (£250,000 lifetime cap, 50% relief), EIS only (£12m lifetime, 30% relief), both (SEIS up to cap then EIS), or neither.
Advance Subscription Amount
The amount the investor pays in advance — typically £10,000 to £500,000 for SEIS / EIS angel rounds.
6-Month Longstop (SEIS/EIS-Compatible)
Strict 6-month longstop — required for SEIS/EIS-compatibility. Longer longstop means HMRC treats the ASA as debt and relief is lost.
Qualified Financing Trigger
Equity round above stated threshold (typically £1m+) triggers automatic conversion at lower of discount or valuation cap.
Discount + Valuation Cap
Standard "lower of" mechanic — discount (10-25%) and pre-money valuation cap (typically £3-15m at seed).
Four SEIS/EIS Acknowledgements
Irrevocable, no interest, no security, no refund — all four mandatory for SEIS/EIS-compatibility.
HMRC Advance Assurance (Expert)
Strongly recommended pre-signing — HMRC confirms SEIS/EIS eligibility prospectively. Expert mode captures the Advance Assurance reference.
SEIS3 / EIS3 Compliance Certificate (Expert)
Post-issue certificate the investor uses to claim relief on their UK Self Assessment tax return.
Pre-Emption on Conversion (Expert)
Pre-emption rights under Companies Act 2006 s.561 — investor maintains percentage interest in subsequent equity rounds.
Company Warranties (Expert)
Qualifying trade, gross assets within SEIS / EIS limit, employee count within SEIS / EIS limit, no insolvency, material litigation disclosed.
Independent Legal + Tax Advice (Expert)
Both parties acknowledge independent legal advice; the investor acknowledges independent tax advice on SEIS / EIS personal tax position.
How to Create a UK ASA
Follow these steps to draft a SEIS/EIS-compatible UK Advance Subscription Agreement.
- 1
Identify the Company, Investor, and SEIS / EIS Route
Enter the UK company name, Companies House number, registered office, signing director, and investor details. Classify the investor under FPO 2005 (HNW / sophisticated / existing member / corporate). Select the SEIS / EIS route — SEIS only (company ≤ 3 years, ≤ £350k gross assets, ≤ 25 employees, £250k lifetime cap), EIS only (≤ 7 years, ≤ £15m gross assets, ≤ 250 employees, £12m lifetime), both (SEIS up to cap then EIS), or neither.
- 2
Set the Subscription Amount, Longstop, and Conversion Mechanics
Enter the advance subscription amount, the longstop date (≤ 6 months from agreement for SEIS/EIS-compatibility), the qualifying financing threshold (typically £1m+), the conversion discount (typically 10-25%), and the pre-money valuation cap (typically £3-15m). The ASA converts at the lower of discount or cap on a qualifying financing.
- 3
Confirm the Four SEIS/EIS Compatibility Acknowledgements
For SEIS/EIS-compatibility, all four conditions MUST be YES: (1) irrevocable (no return of funds); (2) no interest; (3) no security; (4) no refund right. These conditions are non-negotiable for HMRC — any deviation means the ASA is treated as debt and SEIS / EIS relief is lost.
- 4
Add HMRC Advance Assurance, Pre-Emption, and Warranties (Expert)
In Expert mode, confirm HMRC Advance Assurance status (obtained / pending / not sought) with reference, add pre-emption rights under Companies Act 2006 s.561, and set out company warranties on qualifying trade, gross assets, employee count, insolvency, and litigation.
- 5
Cite FSMA Exemption and Acknowledge Legal / Tax Advice (Expert)
In Expert mode, cite the FPO 2005 exemption relied on for FSMA 2000 s.21 compliance (typically art.48 HNW or art.50A sophisticated), confirm independent legal advice obtained by both parties, and acknowledge independent tax advice obtained by the investor on the SEIS / EIS personal tax position.
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Legal Considerations
UK ASA drafting is a SEIS/EIS specialism — get the four compatibility conditions right or lose the relief.
This template is for informational purposes only and does not constitute legal, regulatory, or tax advice. SEIS/EIS is a technical area of UK tax law — consult a qualified UK corporate solicitor and a tax adviser (SEIS/EIS specialist) before signing any ASA.
Reviewed for England & Wales — ITA 2007 Pt 5 + Pt 5A + FSMA 2000 + FPO 2005
SEIS — Income Tax Act 2007 Part 5A
SEIS (Seed Enterprise Investment Scheme) is the UK government tax-advantaged scheme for very-early-stage investment. Qualifying conditions: company ≤ 3 years old, gross assets ≤ £350,000, < 25 full-time-equivalent employees, qualifying trade carried on in the UK, lifetime SEIS raise per company ≤ £250,000. Investor relief: 50% income tax relief capped at £200,000 investment per tax year (£100,000 relief); CGT exemption on eventual disposal (3-year holding); 50% CGT reinvestment relief. SEIS is the UK angel investor's preferred vehicle for the earliest-stage UK companies. The ASA structure is designed to preserve SEIS qualifying status throughout the advance subscription period.
EIS — Income Tax Act 2007 Part 5
EIS (Enterprise Investment Scheme) is the UK government tax-advantaged scheme for early-to-growth-stage investment. Qualifying conditions: company ≤ 7 years old (10 for Knowledge Intensive Companies), gross assets ≤ £15 million at investment (£20m post-issue), < 250 employees (500 for KIC), qualifying trade, lifetime EIS raise per company ≤ £12 million (£20m for KIC). Investor relief: 30% income tax relief capped at £1 million investment per tax year (£2 million if at least £1m in KIC); CGT deferral on reinvestment; CGT exemption on eventual disposal (3-year holding). EIS is the UK angel and EIS-fund investor's preferred vehicle for early-to-growth-stage companies.
The Four SEIS/EIS Compatibility Conditions
HMRC will deny SEIS / EIS relief if any of the four ASA conditions is breached: <strong>(1) IRREVOCABLE</strong> — the investor cannot demand return of funds; <strong>(2) ≤ 6-MONTH LONGSTOP</strong> — conversion must occur within 6 months of the agreement (HMRC treats longer longstops as debt); <strong>(3) NO INTEREST</strong> — interest characterises the instrument as debt rather than equity subscription; <strong>(4) NO SECURITY, NO REFUND</strong> — security and refund rights characterise the instrument as debt. Our template generates the express acknowledgements automatically, and the buildBlocks paragraph wording is precisely calibrated to meet HMRC scrutiny.
HMRC Advance Assurance and SEIS3 / EIS3 Compliance
<strong>HMRC Advance Assurance</strong> is the prospective confirmation from HMRC that the company qualifies for SEIS / EIS. Strongly recommended before any ASA signing — the application typically takes 4-6 weeks. After the shares are issued (on conversion), the company applies for the <strong>SEIS3 / EIS3 compliance certificate</strong> within the deadline (typically 30 January following the end of the tax year in which the shares are issued). The investor uses the SEIS3 / EIS3 to claim the relief on their UK Self Assessment tax return — without the certificate, no relief is available regardless of qualifying conditions being met.
Frequently Asked Questions
Draft Your UK Advance Subscription Agreement Now
Use our free template to draft a UK SEIS/EIS-compatible Advance Subscription Agreement under ITA 2007 Pt 5 + Pt 5A. Irrevocable, 6-month longstop, no interest, no security, no refund. Discount + valuation cap conversion. HMRC Advance Assurance, SEIS3 / EIS3 framework, pre-emption, company warranties, FSMA 2000 + FPO 2005 exemption — all in one execution-ready agreement for UK seed and angel rounds.
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