Risk & Regulatory Disclosure

1. Regulatory status

Production Investment Exchange (PIE) is not authorised or regulated by the Financial Conduct Authority (FCA).

PIE is a company incorporated in England and Wales. It is not a bank, an investment firm, or a payment institution, and it does not hold any FCA permission to carry on a regulated activity. We are engaging with the FCA's Innovation Pathways service, a route the FCA offers to firms with a genuinely new proposition that need regulatory clarity before launch, and we are working toward full authorisation. Until that authorisation is granted, PIE operates within specific exemptions set out in UK law rather than under a regulatory licence.

FCA authorised?

No. Engaging with FCA Innovation Pathways toward future authorisation.

Who can see investment opportunities?

Only certified high net worth individuals and certified or self-certified sophisticated investors who have signed a statement to that effect.

Who can actually invest right now?

The same restricted population above. Open access to the general public is a later phase, conditional on authorisation.

Is money handled through PIE's platform today?

No. Any current-phase transaction is agreed and completed directly between an investor and a production, outside PIE's systems.

2. Who we can promote to

Section 21 of the Financial Services and Markets Act 2000 makes it a criminal offence to communicate an invitation or inducement to engage in investment activity, a financial promotion, unless the person communicating it is FCA authorised, the content has been approved by an FCA authorised person, or the communication falls within an exemption set out in the Financial Promotion Order 2005 (FPO). PIE relies on two of those exemptions.

Certified high net worth individuals (FPO Article 48)

An individual may self-certify as high net worth if, in the financial year before signing, they had an annual income of £100,000 or more, or held net assets of £250,000 or more. Net assets exclude the individual's primary residence, any money borrowed against it, qualifying insurance contracts, and pension or retirement benefits.

Certified and self-certified sophisticated investors (FPO Article 50 & 50A)

An individual may qualify as a sophisticated investor through professional experience rather than wealth: for example, membership of a business angel network for at least six months, more than one investment in an unlisted company in the past two years, recent professional experience in private equity or SME finance, or having been a director of a company with turnover of at least £1 million in the past two years.

In both cases, the individual self-certifies in writing before PIE will share any specific investment opportunity with them. We keep a signed statement on file for twelve months, after which we ask for it to be renewed. These exemptions permit PIE to communicate the promotion itself; they say nothing about PIE's own permission to arrange or execute a transaction, which is addressed in section 6.

3. What you actually hold

PIE's current structure is built around a Single Production Fractional Debenture (SPFD), a contractual instrument issued by a dedicated special purpose vehicle (SPV) set up for one production. Our preliminary legal view, which we are confirming with the FCA, is that the SPFD is a debenture under Article 77 of the Regulated Activities Order 2001: an instrument that creates or acknowledges a debt, here a contractual right to an agreed share of that production's future revenue.

An SPFD is not a share in PIE, not a share in the production company's wider business, and not a unit in a collective investment scheme. It does not transfer any ownership of the underlying intellectual property. Your return, if any, depends entirely on the revenue the specific production you backed goes on to generate, and on the SPV honouring its contractual obligations to distribute that revenue.

This is a single-production investment, not a diversified fund. Backing one show or one film concentrates your risk in that one project's commercial outcome, unlike a fund spread across many holdings.

4. Risk factors

The list below is not exhaustive. Every production we list will carry its own specific risk disclosures in addition to the general factors here.

Total loss of capital

Productions can run over budget, be delayed, be cancelled, or simply fail to find an audience. You could lose some or all of the money you invest.

Illiquidity

There is currently no secondary market on which to sell an SPFD before a production's revenue is realised. You should expect to hold your position for the long term, with no guaranteed exit.

Concentration

Each SPFD relates to a single production. Unlike a diversified fund, the loss of one production is not offset by gains elsewhere in a portfolio you hold through PIE.

Early-stage platform

PIE itself is a young, unauthorised company. Our processes, technology, and regulatory position are still developing, and the business could fail or change direction.

Revenue uncertainty

Theatre and film revenue is inherently unpredictable. Historic comparable performance, where we provide it, is not a reliable guide to any individual production's results.

Regulatory change

The exemptions and classifications PIE currently relies on could change, or could be interpreted differently by the FCA, which may affect your position as an investor.

Valuation

There is no market price for an SPFD. Any value we show you is based on cost or on realised revenue, not a live tradeable price, and should not be read as one.

Tax treatment

The tax treatment of an SPFD, including whether any particular relief applies, depends on your personal circumstances and could change. We do not provide tax advice.

5. Protections that do not apply

Because PIE is not FCA authorised, several protections that normally come with regulated investments do not apply to an investment made through PIE at this stage.

• You cannot refer a complaint about your investment decision to the Financial Ombudsman Service in the way you could with an authorised firm.
• Your investment is not covered by the Financial Services Compensation Scheme, so there is no compensation available if a production or its SPV fails.
• Content we share with you has not been approved by an FCA authorised person under section 21(2)(b) of FSMA, it is shared under the Article 48 and 50/50A exemptions described in section 2.
• We are not able to give you regulated investment advice, and nothing on this site or in any production's materials should be read as a personal recommendation.

6. Our path to authorisation

We have submitted our structure, including the SPFD classification and our proposed investor categorisation process, to the FCA's Innovation Pathways service for review, and we are seeking the FCA's confirmation on a number of specific questions before we scale beyond a small, restricted pilot. Separately from the financial promotion exemptions in section 2, operating the matching and transaction side of a platform like PIE is itself likely to be a regulated activity, arranging deals in investments, which needs its own FCA permission or an arrangement with an already authorised firm. Until that is resolved, we keep any live transaction off our platform: PIE's dashboard lets eligible, verified investors preview the productions currently open for investment, but any decision to actually invest is agreed and completed directly between the investor and the production, not arranged by PIE.

We will update this page as our regulatory position develops, including when PIE becomes authorised and when full public access opens.

7. How we conduct ourselves

Pending authorisation, we hold ourselves to the standard we expect to be regulated against. In particular: we only share specific investment opportunities with people who have self-certified under Article 48 or Article 50/50A; we do not handle investor funds or hold them on our own balance sheet; we aim for communications that are clear, fair and not misleading, including showing risk factors as prominently as potential returns; and we do not pay commission to anyone for introducing investors to PIE.

8. Before you invest

• Only invest money you can afford to lose in full, and treat any production-specific projections as illustrative, not a forecast.
• Read the specific risk warnings and materials for the production you are considering, not just this page.
• Consider how a single, illiquid, single-production holding fits alongside the rest of your finances.
• If you are in any doubt about whether this is suitable for you, speak to someone who specialises in advising on this kind of investment before you proceed.

9. Questions & contact

If anything on this page is unclear, or you would like more detail on a specific point before signing an eligibility statement or considering a production, contact us at contact@pie-x.co.uk and we will do our best to help.

Production Investment Exchange Ltd. Company registration number 17376496. Registered office: 31 Orleans Road, Twickenham, England, TW1 3BJ. This page is a summary for information purposes and is not exhaustive. It does not constitute legal, tax, or investment advice, and nothing on this page should be treated as a personal recommendation.