THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about thecontents of this Document, or the action you should take, you should consult your stockbroker, bank manager, solicitor, accountantor other independent professional adviser who specialises in advising on the acquisition of shares and other securities and is dulyauthorised under the Financial Services and Markets Act 2000 (as amended) (‘‘FSMA’’), if you are a resident in the UnitedKingdom or, if you are not a resident in the United Kingdom, from another appropriately authorised independent financial adviser.

This Document, which comprises an AIM admission document drawn up in accordance with the AIM Rules for Companies, hasbeen issued in connection with the application for admission to trading on AIM of the entire issued and to be issued ordinary sharecapital of Haversham Holdings plc. This Document does not constitute an offer to the public requiring an approved prospectusunder section 85 and 102B of FSMA and, accordingly, this Document does not constitute a prospectus for the purposes of FSMAand the Prospectus Rules and has not been pre-approved by the Financial Conduct Authority (‘‘FCA’’) pursuant to section 85 ofFSMA or any other competent authority. Copies of this Document will be available free of charge to the public during normalbusiness hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of Cenkos at 6.7.8. Tokenhouse Yard,London EC2R 7AS and the registered office of the Company, 20 Buckingham Street, London WC2N 6EF, from the date of thisDocument until one month from the date of Admission in accordance with the AIM Rules for Companies. Additionally, anelectronic version of this Document will be available on the Company’s website, www.havershamholdings.com.

Application has been made to the London Stock Exchange for the entire issued and to be issued share capital of HavershamHoldings plc, to be admitted to trading on AIM, a market operated by the London Stock Exchange. It is expected that Admissionwill become effective, and dealings in the Ordinary Shares will commence at 8.00 a.m. on 10 November 2014.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached thanto larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority. Aprospective investor should be aware of the risks of investing in such companies and should make the decision to invest only aftercareful consideration and, if appropriate, consultation with an independent financial adviser. It should be remembered that the priceof securities and the income from them (if any) can go down as well as up. Each AIM company is required pursuant to the AIMRules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London StockExchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. Neither the UnitedKingdom Listing Authority nor the London Stock Exchange have examined or approved the contents of this Document. The AIMRules for Companies are less demanding than those which apply to companies whose shares are listed on the Official List. It isemphasised that no application is being made for admission of the Ordinary Shares to the Official List or any other regulated marketand no application has been or is being made for the Ordinary Shares to be admitted to trading on any such market.

Prospective investors should read the whole text of this Document and should be aware that an investment in the Company isspeculative and involves a high degree of risk. The attention of prospective investors is drawn in particular to Part II of thisDocument which sets out certain risk factors relating to any investment in the Ordinary Shares. All statements regarding theCompany’s business, financial position and prospects should be viewed in light of these risk factors. NOTWITHSTANDING THIS,PROSPECTIVE INVESTORS IN THE COMPANY SHOULD READ THE WHOLE TEXT OF THIS DOCUMENT.

HAVERSHAM HOLDINGS PLC(Incorporated in England and Wales under the Companies Act 2006 with registered number 09019615)

Placing of 25,000,000 Placing Shares at a price of £1.20 per shareand

Admission of Ordinary Shares to trading on AIM

Nominated Adviser and Joint Broker

CENKOS SECURITIES PLC

Joint Broker

ZEUS CAPITAL LIMITED

SHARE CAPITAL IMMEDIATELY FOLLOWING ADMISSION

Number AmountIssued and fully paid Ordinary Shares of £0.01 each 25,041,670 250,416.70

The Directors, whose names appear on page 8 of this Document, and the Company accept responsibility, both individually andcollectively, for the information contained in this Document. To the best of the knowledge and belief of the Directors (who havetaken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the factsand does not omit anything likely to affect the import of such information. All of the Directors accept individual and collectiveresponsibility for compliance with the AIM Rules for Companies.

The Placing is conditional, inter alia, on Admission taking place by 8.00 a.m. on 10 November 2014 (orsuch later date as the Company, Cenkos and Zeus may agree, being not later than 24 November 2014).The Placing Shares will, upon Admission, rank pari passu in all respects and will rank in full for alldividends and other distributions declared paid or made in respect of the Ordinary Shares afterAdmission. It is emphasised that no application is being made for the Enlarged Share Capital to beadmitted to the Official List of the UK Listing Authority or to any other recognised investment exchange.

Cenkos, which is a member of the London Stock Exchange and is authorised and regulated in the UnitedKingdom by the Financial Conduct Authority, is acting as nominated adviser and joint broker to theCompany in connection with the proposed Placing and Admission and will not be acting for any otherperson or otherwise be responsible to any person for providing the protections afforded to customers ofCenkos or for advising any other person in respect of the proposed Placing and Admission. Cenkos’responsibilities as the Company’s nominated adviser under the AIM Rules for Companies and the AIMRules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to theCompany or to any Director or to any other person in respect of such person’s decision to acquire sharesin the Company in reliance on any part of this Document. No representation or warranty, express orimplied, is made by Cenkos as to any of the contents of this Document (without limiting the statutoryrights of any person to whom this Document is issued).

Zeus, which is a member of the London Stock Exchange and is authorised and regulated in the UnitedKingdom by the Financial Conduct Authority, is acting as joint broker to the Company in connectionwith the proposed Placing and Admission and will not be acting for any other person or otherwise beresponsible to any person for providing the protections afforded to customers of Zeus or for advising anyother person in respect of the proposed Placing and Admission.

In accordance with the AIM Rules for Nominated Advisers, Cenkos has confirmed to the London StockExchange that it has satisfied itself that the Directors have received advice and guidance as to the natureof their responsibilities and obligations to ensure compliance by the Company with the AIM Rules forCompanies and that, in its opinion and to the best of its knowledge and belief, all relevant requirementsof the AIM Rules for Companies have been complied with. No liability whatsoever is accepted byCenkos for the accuracy of any information or opinions contained in this document or for the omissionsof any material information, for which it is not responsible.

This Document is exempt from the general restriction on the communication of invitations orinducements to enter into investment activity (within the meaning of section 21 of FSMA) and hastherefore not been approved by an authorised person within the meaning of FSMA. This Document isonly being communicated to and may only be issued or passed on in the UK to persons falling withinArticles 19 (investment professionals) and 49 (high net worth companies etc) of the Financial Servicesand Markets Act 2000 (Financial Promotion Order) 2005 (SI. 2005/No. 1529) or other persons to whom itmay otherwise lawfully be communicated to (‘‘Relevant Persons’’). The Company Cenkos and Zeus willonly deal with Relevant Persons in relation to the investments to which this Document relates and thosewho are not Relevant Persons should not rely on it.

This Document does not constitute an offer to sell or an invitation to subscribe for, or solicitation of anoffer to subscribe for or buy, shares to any person in any jurisdiction to whom it is unlawful to make suchoffer, invitation or solicitation. Accordingly, persons outside the UK into whose possession thisDocument comes are required by the Company Cenkos and Zeus to inform themselves about, and toobserve any restrictions as to the offer or sale of Placing Shares and the distribution of, this documentunder the laws and regulations of any territory in connection with any applications for Placing Shares,including obtaining any requisite governmental or other consent and observing any other formalityprescribed in such territory. In particular, this Document must not be taken, transmitted, distributed orsent, directly or indirectly, in, or into, the United States of America, Canada, Australia, Japan or theRepublic of South Africa or transmitted, distributed or sent to, or by, any national, resident or citizen ofsuch countries. Accordingly, the Ordinary Shares may not, subject to certain exceptions, be offered orsold, directly or indirectly, in, or into, the United States of America, Canada, Australia, Japan or theRepublic of South Africa or in any other country, territory or possession where to do so may contravenelocal securities laws or regulations. The Ordinary Shares have not been, and will not be, registered underthe United States Securities Act of 1933 (as amended) or under the securities legislation of any state ofthe United States of America, any province or territory of Canada, Australia, Japan or the Republic ofSouth Africa and they may not be offered or sold, directly or indirectly, within the United States ofAmerica or Canada, Australia, Japan or the Republic of South Africa or to or for the account or benefitof any national, citizen or resident of the United States of America, Canada, Australia, Japan or the

2

Republic of South Africa or to any US person (within the definition of Regulation S made under theUnited States Securities Act 1933 as amended).

The distribution of this Document outside the UK may be restricted by law. No action has been taken bythe Company or Cenkos or Zeus that would permit a public offer of shares in the Company or possessionof this Document where action for that purpose is required. Persons outside the UK who come intopossession of this Document should inform themselves about the distribution of this Document in theirparticular jurisdiction. Failure to comply with those restrictions may constitute a violation of thesecurities laws of such jurisdictions.

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IMPORTANT INFORMATION

Forward – looking statements

This Document includes ‘‘forward-looking statements’’ which include all statements other thanstatements of historical facts, including, without limitation, those regarding the Company’s financialposition, business strategy, plans and objectives of management for future operations and any statementspreceded by, followed by or that include forward-looking terminology such as the words ‘‘targets’’,‘‘believes’’, ‘‘estimates’’, ‘‘expects’’, ‘‘aims’’, ‘‘intends’’, ‘‘can’’, ‘‘may’’, ‘‘anticipates’’, ‘‘would’’, ‘‘should’’,‘‘could’’ or similar expressions or the negative thereof. Such forward-looking statements involve knownand unknown risks, uncertainties and other important factors beyond the Company’s control that couldcause the actual results, performance or achievements of the Company to be materially different fromfuture results, performance or achievements expressed or implied by such forward-looking statements.Such forward-looking statements are based on numerous assumptions regarding the Company’s presentand future business strategies and the environment in which the Company will operate in the future.Among the important factors that could cause the Company’s actual results, performance orachievements to differ materially from those in forward-looking statements include those factors inPart II entitled ‘‘Risk Factors’’ and elsewhere in this Document. These forward-looking statements speakonly as at the date of this Document. The Company expressly disclaims any obligation or undertaking todisseminate any updates or revisions to any forward-looking statements contained herein to reflect anychange in the Company’s expectations with regard thereto or any change in events, conditions orcircumstances on which any such statements are based. As a result of these factors, the events describedin the forward-looking statements in this Document may not occur.

Market and financial information

The data, statistics and information and other statements in this Document regarding the markets inwhich the Company is expected to operate, are based on the Company’s records or are taken or derivedfrom statistical data and information derived from the other sources described in this document.

In relation to these sources, such information has been accurately reproduced from the publishedinformation and, so far as the Directors are aware and are able to ascertain from the informationprovided by the suppliers of these sources, no facts have been omitted which would render suchinformation inaccurate or misleading.

Various figures and percentages in tables in this Document have been rounded and accordingly may nottotal. Certain financial data has also been rounded. As a result of this rounding, the totals of datapresented in this Document may vary slightly from the actual arithmetical totals of such data.

All times referred to in this Document are, unless otherwise stated, references to London time.

Currency

Unless otherwise indicated, all references in this document to ‘‘GBP’’, ‘‘£’’, ‘‘pounds sterling’’, ‘‘pounds’’,‘‘sterling’’, ‘‘pence’’, or ‘‘p’’, are to the lawful currency of the United Kingdom.

Data Protection

The information that a prospective investor provides in documents in relation to a purchase of PlacingShares or subsequently by whatever means which relates to the prospective investor (if it is an individual)or a third party individual (‘‘personal data’’) will be held and processed by the Company (and any thirdparty to whom it may delegate certain administrative functions in relation to the Company) incompliance with the relevant data protection legislation and regulatory requirements of the UK. Suchinformation will be held and processed by the Company (or any third party, functionary or agentappointed by the Company) for the following purposes:

. verifying the identity of the prospective investor to comply with statutory and regulatoryrequirements in relation to anti-money laundering procedures;

. contacting the prospective investor with information about products and services, or its affiliates,which may be of interest to the prospective investor;

. carrying out the business of the Group and the administering of interests in the Company;

. meeting the legal, regulatory, reporting and/or financial obligations of the Group in England andWales or elsewhere; and

4

. disclosing personal data to other functionaries of, or advisers to, the Group to operate and/oradminister the Group.

Where appropriate it may be necessary for a member of the Group (or any third party, functionary oragent appointed by a member of the Group) to:

. disclose personal data to third party service providers, agents or functionaries appointed by amember of the Group to provide services to prospective investors; and

. transfer personal data outside of the EEA to countries or territories which do not offer the samelevel of protection for the rights and freedoms of prospective investors as the UK.

If a member of the Group (or any third party, functionary or agent appointed by a member of the Group)discloses personal data to such a third party, agent or functionary and/or makes such a transfer ofpersonal data it will use reasonable endeavours to ensure that any third party, agent or functionary towhom the relevant personal data are disclosed or transferred is contractually bound to provide anadequate level of protection in respect of such personal data.

In providing such personal data, investors will be deemed to have agreed to the processing of suchpersonal data in the manner described above. Prospective investors are responsible for informing anythird party individual to whom the personal data relates of the disclosure and use of such data inaccordance with these provisions.

Investment Considerations

In making an investment decision, prospective investors must rely on their own examination of theCompany, this Document and the terms of the Placing, including the merits and risks involved. Thecontents of this Document are not to be construed as advice relating to legal, financial, taxation,accounting, regulatory, investment or any other matters. Prospective investors should inform themselvesas to:

. the legal requirements within their own countries for the purchase, holding, transfer or otherdisposal of the Ordinary Shares;

. any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal ofthe Ordinary Shares which they might encounter; and

. the income and other tax consequences which may apply in their own countries as a result of thepurchase, holding, transfer or other disposal of the Ordinary Shares.

Prospective investors must rely upon their own representatives, including their own legal and financialadvisers and accountants, as to legal, tax, financial, investment or any other related matters concerningthe Group and an investment therein.

An investment in the Company should be regarded as a long-term investment. There can be no assurancethat the Group’s objective will be achieved.

This Document should be read in its entirety before making any investment in the Ordinary Shares. AllShareholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisionsof the Articles, which prospective investors should review.

No Incorporation of Website

The contents of the Company’s website (or any other website) do not form part of this Document.

Definitions

A list of defined terms used in this document is set out at pages 9 to 11.

Governing Law

Unless otherwise stated, statements made in this Document are based on the law and practice currentlyin force in England and Wales and are subject to the changes therein.

5

CONTENTS

Page

IMPORTANT INFORMATION............................................................................................................ 4

PLACING STATISTICS AND EXPECTED TIMETABLE OF PRINCIPAL EVENTS.......... 7

DIRECTORS, SECRETARY AND ADVISERS ............................................................................. 8

DEFINITIONS........................................................................................................................................... 9

PART I INFORMATION ON THE COMPANY............................................................ 12

PART II RISK FACTORS ..................................................................................................... 21

PART III HISTORICAL FINANCIAL INFORMATION OF THE COMPANY ....... 26

PART IV ADDITIONAL INFORMATION........................................................................ 30

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PLACING STATISTICS AND EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Admission Statistics

Number of Existing Ordinary Shares in issue at the date of thisAdmission Document 41,670

Number of Placing Shares to be allotted1 25,000,000

Number of Ordinary Shares in issue following Admission 25,041,670

Placing Price (per Placing Share) £1.20

Percentage of Enlarged Share Capital represented by thePlacing Shares 99.83%

Expected market capitalisation of the Company at the Placing Priceon Admission 30,050,004

Gross proceeds of the Placing 30,000,000

Estimated net proceeds of the Placing receivable by the Company 28,821,312

ISIN GB00BP0S1D85

SEDOL BP0S1D8

TIDM HAV

Expected Timetable of Principal Events

Admission Document publication date 5 November 2014

Admission to trading on AIM effective and commencement ofdealings in the Ordinary Shares 8.00 a.m. on 10 November 2014

CREST accounts credited with Placing Shares issued pursuant tothe Placing by 10 November 2014

Where applicable, share certificates in respect of Placing Shares tobe despatched by 24 November 2014

Each of the times and dates set out above and mentioned elsewhere in this Document may be subject tochange at the absolute discretion of the Company, Cenkos and Zeus.

If any of the above times and/or dates change, the revised times and/or dates will be notified by anannouncement through a Regulatory Information Service.

1 Assuming the Placing is fully subscribed and becomes wholly unconditional.

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DIRECTORS, SECRETARY AND ADVISERS

Directors Avril Palmer-Baunack (Executive Chairman)James Corsellis (Executive Director)Mark Brangstrup Watts (Executive Director)

Company Secretary Axio Capital Solutions LimitedAxio HouseRobin PlaceSt Helier, JerseyJE2 4LT

Registered Office 20 Buckingham StreetLondonWC2N 6EF

Telephone Number +44(0)20 7389 6873

Financial Adviser Marwyn Capital LLP11 Buckingham StreetLondonWC2N 6DF

Nominated Adviser and Joint Broker Cenkos Securities plc6.7.8. Tokenhouse YardLondonEC2R 7AS

Joint Broker Zeus Capital Limited82 King StreetManchesterM2 4WQ

Reporting Accountants and Auditors PricewaterhouseCoopers LLP1 Embankment PlaceLondonWC2N 6RH

Solicitors to the Company Shoosmiths LLP2 Colmore Square38 Colmore Circus QueenswayBirminghamB4 6SH

Solicitors to Cenkos Securities plc Berwin Leighton Paisner LLPAdelaide HouseLondon BridgeLondonEC4R 9HA

Registrars Capita Registrars LimitedThe Registry34 Beckenham RoadBeckenham Kent BR3 4TU

8

DEFINITIONS

The following terms apply in this Document unless the context requires otherwise:

‘‘Act’’ the Companies Act 2006, as amended from time to time

‘‘Admission’’ admission of the entire issued and to be issued ordinaryshare capital of the Company to trading on AIM and suchadmission becoming effective in accordance with the AIMRules for Companies

‘‘AIM’’ the market of that name operated by London StockExchange

‘‘AIM Rules for Companies’’ the rules of the London Stock Exchange that set out theobligations and responsibilities in relation to companieswhose shares are admitted to AIM as published andamended by the London Stock Exchange from time to time

‘‘AIM Rules for Nominated Advisers’’ the rules of the London Stock Exchange that set out theeligibility, obligations and certain disciplinary matters inrelation to nominated advisers as published and amended bythe London Stock Exchange from time to time

‘‘Articles’’ the articles of association of the Company

‘‘Axio Agreement’’ the agreement as described in paragraph 9.5 of Part IV ofthis Document

‘‘Board’’ the board of directors of the Company

‘‘Cenkos’’ Cenkos Securities plc, a company incorporated in Englandand Wales with company number 5210733, authorised andregulated by the FCA and acting as nominated adviser andjoint broker to the Company

‘‘City Code’’ the UK City Code on Takeovers and Mergers

‘‘Company’’ Haversham Holdings plc, a company incorporated inEngland and Wales with company number 09019615

‘‘Corporate Governance Code’’ the UK Corporate Governance Code published inSeptember 2012 by the Financial Reporting Council

‘‘CREST’’ the relevant system (as defined in the CREST Regulations)in accordance with which securities may be held ortransferred in uncertificated form, and in respect of whichEuroclear is the Operator (as defined in the CRESTRegulations)

‘‘CREST Regulations’’ the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended, and any applicable rules made underthose regulations

‘‘Directors’’ the directors of the Company for the time being, or as thecase may be the directors assembled as a board

‘‘Document’’ or ‘‘Admission Document’’ this document dated 5 November 2014

‘‘Enlarged Share Capital’’ the entire issued share capital of the Company following thePlacing

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‘‘EV’’ enterprise value

‘‘Euroclear UK & Ireland’’ Euroclear UK & Ireland Limited, the operator of CREST

‘‘Executive Founders’’ Avril Palmer-Baunack; James Corsellis andMark Brangstrup Watts

‘‘Existing Ordinary Shares’’ the existing issued Ordinary Shares in the Company prior tothe Placing

‘‘FCA’’ the Financial Conduct Authority of the United Kingdomacting in its capacity as the competent authority for thepurposes of Part VI of FSMA

‘‘FSMA’’ the Financial Services and Markets Act 2000 (as amended)

‘‘Group’’ and ‘‘Group Company’’ the Company, H.I.J. and their subsidiaries from time to time(if any)

‘‘H.I.J. Articles’’ the articles of association of H.I.J.

‘‘H.I.J. Executive Founder Shares’’ redeemable ‘‘A’’ ordinary shares of £0.01 each in the capitalof H.I.J.

‘‘H.I.J. Investor Founder Shares’’ redeemable ‘‘B’’ ordinary shares of £0.01 each in the capitalof H.I.J.

‘‘H.I.J.’’ H.I.J. Limited, a subsidiary of the Company which is moreparticularly described in paragraph 2.6 of Part IV of thisDocument

‘‘Investing Company’’ an AIM company which has as its primary business orobjective, the investing of its fund in securities, businesses orassets of any description

‘‘Investor Founders’’ Invesco Asset Management Limited, Artemis InvestmentManagement LLP, Aviva Investors Global Services Limited,Schroder Investment Management Limited, Premier FundManagers Limited, Brian Kennedy, Zeus Capital Limited,Eurovestech plc, Cenkos Securities plc, Killik & Co. LLP,Charles Stanley & Co Ltd and Trium Capital Managers Ltd.

‘‘Investment Policy’’ the policy referred to in Paragraph 2 of Part II of thisDocument

‘‘London Stock Exchange’’ London Stock Exchange plc

‘‘MAML’’ Marwyn Asset Management Limited

‘‘Marwyn’’ the asset management and corporate finance group

‘‘Marwyn Capital’’ Marwyn Capital LLP

‘‘Marwyn Corporate Finance Advisoryand Office Agreement’’

the corporate finance advisory and office agreement asdescribed in paragraph 9.4 of Part IV of this document

‘‘MIM LLP’’ Marwyn Investment Management LLP

‘‘MVI LP’’ Marwyn Value Investors LP

10

‘‘Ordinary Shares’’ ordinary shares of £0.01 each in the capital of the Company

‘‘Placing’’ the conditional placing by Cenkos and/or Zeus of the PlacingShares

‘‘Placing Agreement’’ the conditional agreement dated 23 October 2014 betweenthe Company, H.I.J., the Directors, Cenkos and Zeusrelating to the Placing, summary details of which are setout in paragraph 9.1 of Part IV of this document

‘‘Placing Price’’ £1.20 per Placing Share

‘‘Placing Shares’’ 25,000,000 new Ordinary Shares to be issued pursuant to thePlacing at the Placing Price

‘‘QCA’’ Quoted Companies Alliance

‘‘Registrars’’ Capita Registrars Limited

‘‘Registrar Agreement’’ the agreement between the Company and the Registrars forthe provision of certain registrar services in relation to theshares in the Company

‘‘Reverse Takeover’’ has the meaning set out in the AIM Rules for Companies

‘‘Shareholders’’ holders of Ordinary Shares from time to time

‘‘UK’’ or ‘‘United Kingdom’’ the United Kingdom of Great Britain and Northern Ireland

‘‘UK Listing Authority’’ the Financial Conduct Authority acting in its capacity as acompetent authority for the purposes of Part VI of FSMA

‘‘Zeus’’ Zeus Capital Limited, a company incorporated in Englandand Wales with company number 04417845 and acting asjoint broker to the Company

In this Document use of the singular includes the plural and vice versa, unless the context otherwiserequires.

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PART I

INFORMATION ON THE COMPANY

1. Introduction

Haversham Holdings Plc is a group formed by Avril Palmer-Baunack and Marwyn to create value for itsinvestors through the acquisition and subsequent development of target businesses. Avril is theCompany’s Executive Chairman and will drive the business alongside Marwyn, who will contributeexecutive directors and provide corporate development support including origination of acquisitioninitiatives, execution of transactions and a range of corporate finance and business services. It isanticipated that MVI LP, a fund managed by Marwyn, will make a sizeable investment in the Company.

The Directors’ intention is to acquire controlling stakes in one or more quoted or unquoted businesses orcompanies (in whole or in part), creating a platform for further acquisitions in sectors where theopportunity exists to create significant shareholder value through a well-executed consolidation strategy.The Company will need to raise additional funds for these purposes in the future. The Articles do notcontain any restrictions on borrowing and/or leverage limits.

It is intended that the Company will acquire and manage companies and businesses in the UK andEuropean automotive, support services, leasing, engineering or manufacturing sectors. It is the Directors’belief that these sectors offer opportunities for consolidation of fragmented market structures alongsidethe potential to create significant value through implementing operational efficiencies across the supplychain.

Readers’ attention is drawn to the Investment Policy set out in paragraph 2 below. The Directors intendto take an active approach to investments made by the Company and to adhere to the followingguidelines:

. Geographic focus: The Company intends to invest internationally with its principal focus being onbusinesses headquartered in the UK and Europe.

. Sector focus: The Company intends to focus on the automotive, support services, leasing,engineering or manufacturing sectors. The Directors believe that opportunities exist to create valuefor Shareholders through a properly executed, acquisition-led strategy in these industries.

. Types of investment and control of investments: It is anticipated that the Company will acquirecontrolling stakes in one or more quoted or unquoted businesses or companies.

. Investment size: The Directors intend that a proportion of the initial funds raised will be used forthe purposes of working capital and to undertake due diligence on potential target acquisitions. It isenvisaged that the Company’s first acquisition of a controlling stake in a business will be asubstantial transaction and if it represents a Reverse Takeover in accordance with the AIM Rulesfor Companies, it will be subject to the prior approval of Shareholders in a general meeting.

The Company was incorporated in England and Wales on 30 April 2014. Until such time as the Companyis no longer an Investing Company, any material variation to the Company’s investment guidelines setout above will only be made following the approval by ordinary resolution of Shareholders in a generalmeeting. If the Company fails to make an acquisition or otherwise establish a material trading activity asoutlined above within 18 months after Admission, the Directors will, at the next annual general meetingof the Company consider whether to continue exploring acquisition opportunities or to wind up theCompany and return funds (after payment of the expenses and liabilities of the Company) toShareholders.

The principal purpose of this Document is to provide information on the Company’s strategy andmanagement and to give details of the Placing. The Placing is expected to raise £30,000,000 beforeexpenses. It is intended that these funds will be used to meet general working capital requirements and toundertake due diligence on potential target acquisitions in accordance with the investment guidelinesdescribed above. In accordance with the AIM Rules for Companies, the Company will raise a minimumof £3 million under the Placing.

Application will be made for the Ordinary Shares to be admitted to trading on AIM and the Placing isconditional on Admission. It is expected that Admission will become effective and that trading in theOrdinary Shares will commence on 10 November 2014 or such later time as Cenkos, Zeus and theCompany may agree.

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2. Investment Policy

The investment objective of the Company is to provide Shareholders with an attractive total returnachieved primarily through capital appreciation. The Directors believe that opportunities exist to createsignificant value for Shareholders through a properly executed, acquisition-led growth strategy.

In the first instance, the Directors intend to acquire one or more quoted or unquoted businesses orcompanies (in whole or in part) creating a platform for further acquisitions. The Company will need toraise additional funds for these purposes and may use both debt and/or equity.

The Directors initially intend to invest in businesses or companies conducting their activities wholly ormainly in the UK and Europe in the automotive, support services, leasing, engineering or manufacturingsectors. Following the completion of any acquisitions, the Directors, will work in conjunction withincumbent management teams to develop and deliver a strategy for performance improvement and/oracquisition-led strategic and operational enhancements.

Due diligence of proposed acquisitions will be undertaken by the Directors, assisted by the Company’slegal, financial and other professional advisers (as required).

It is anticipated that returns to Shareholders will be delivered primarily through an appreciation in theCompany’s share price.

If the Company fails to make an acquisition or otherwise establish a material trading activity as outlinedabove within 18 months after Admission, the Directors will, at the next annual general meeting of theCompany, consider whether to continue exploring acquisition opportunities or to wind up the Companyand return funds (after payment of the expenses and liabilities of the Company) to Shareholders.

If the Company decides to make a material change to the Investment Policy it will first seek the consentof the Shareholders in a general meeting.

3. Information on the Directors and Marwyn

The Directors

The Directors are responsible for the overall management and control of the Company. The Directorswill review the operations of the Company at regular meetings and it is currently intended that, prior tocompletion of a material acquisition, the Board will meet at least six times a year. The frequency ofBoard meetings will be reviewed following completion of a material acquisition but would be expected toincrease to at least 10 times a year.

The Directors will provide the Company with the necessary combination, at this stage of its development,of both specialist market sector and corporate and acquisition experience that will be key to thesuccessful execution of the Company’s strategy. Initially the Board will comprise Avril Palmer-Baunackas Executive Chairman and James Corsellis and Mark Brangstrup Watts as Executive Directors. Detailson each of them are set out below.

Upon completion of the first acquisition the composition of the Board will be reviewed to ensure that itremains appropriate for the Company such that the constitution of the Board at that time will reflect theprofile of the Group and prevailing corporate governance standards.

Avril Palmer-Baunack (Aged 50)

Avril Palmer-Baunack joins the Board as Executive Chairman with over 20 years of executive experiencewith leading businesses in the UK automotive, support services, industrial engineering and insuranceservices sectors. Through a number of high profile industry roles, Avril has acquired significantexperience of delivering operational improvements and implementing business turnarounds, executingorganic and acquisitive growth strategies and a track record of delivering shareholder value in a publicenvironment. She joins the Board with a focus on sourcing acquisition opportunities and, following thecompletion of the first acquisition and any subsequent acquisitions, will work with incumbentmanagement teams to deliver the Company’s growth strategy.

Avril is currently Chairman of Molins plc, an international provider of high performance machinery andinstrumentation, where she has overseen the recent development of the business. In her time asChairman the market capitalisation of the company has grown from £11.1 million on 26 October 2010 to£17.5 million as at 17 October 2014, being the latest practicable date before the publication of thisDocument. Avril is also a non-executive Chairman of Redde plc (‘‘Redde’’) (until recently, HelphireGroup plc), a UK-based, market leading accident management company, a position she has held since

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September 2011. Avril has led the turnaround of this business, which has included a refinancingconcluded in February 2013, inclusive of an equity fundraising and a discounted full settlement ofRedde’s senior debt facilities, leaving the business debt free. Redde has since returned to profit andstarted paying dividends in July 2013. Since Avril joined the business, the share price has more thantripled (as at 17 October 2014).

Avril has also held a broad range of executive roles throughout the automotive industry, with experiencein companies engaged in vehicle salvage, car hire, auctions, transportation, distribution, logistics, vehicleprocessing and infrastructure. Between 1996 and 2005, Avril held a number of senior managementpositions including at Europcar, the European car rental company where she was Sales and MarketingDirector and also FMG Support Ltd, where she was Managing Director. Most recently Avril wasExecutive Chairman and Deputy CEO of Stobart Group Limited (‘‘Stobart’’), one of the largest Britishlogistics companies with interests in transport, distribution and infrastructure. Stobart generatedrevenues of £570 million in the year to 28 February 2013.

Prior to this Avril was CEO of Autologic Holdings plc (‘‘Autologic’’), the largest finished vehicle logisticscompany in the UK and Europe. During her time at Autologic EBITDA increased from £1.5 million inthe year to 31 December 2007 to £4.5 million in the year to 31 December 2011. Avril remained CEO atAutologic until the company was acquired by Stobart in August 2012 for £12.4 million.

She joined Autologic from Universal Salvage plc (‘‘Universal’’), where she held the position of CEOfrom March 2005 until the sale of the company to Copart UK Ltd in June 2007. Universal remains thelargest operator in the UK automotive salvage market. During her time at Universal, Avril is creditedwith delivering a turnaround of the company having increased revenue from £49.6 million to £70.7 millionin the two years to 30 April 2007, and achieving a share price increase of almost two and a half times.

James Corsellis, Executive Director (Aged 44)

James Corsellis founded Marwyn, the asset management and corporate finance group, in 2002 with MarkBrangstrup Watts. James is joint managing partner of Marwyn Capital LLP, which provides corporatefinance advice and MIM LLP, which provides asset management solutions and investment advisoryservices, (both of which are regulated by the Financial Conduct Authority). James is a director ofMAML, a regulated fund manager and also a trustee of the Marwyn Trust, a charity focused on initiativessupporting education and entrepreneurship for young people in disadvantaged communities. Marwyn haslaunched 14 companies across a variety of sectors with James providing support to these companies, usinghis experience of working with a number of Companies in various roles (including as Chairman ofEntertainment One Limited and director of Breedon Aggregates Limited, Concateno plc and CatalinaHoldings Limited) as well as his operating experience as the CEO and founder of technology business,iCollector plc and CM Interactive. James was educated at Oxford Brooks University, The Sorbonne, andLondon University.

Mark Brangstrup Watts, Executive Director (Aged 40)

Mark Brangstrup Watts founded Marwyn, the asset management and corporate finance group, in 2002with James Corsellis. Mark is joint managing partner of Marwyn Capital LLP, which provides corporatefinance advice, and MIM LLP, which provides asset management solutions and investment advisoryservices (both of which are regulated by the Financial Conduct Authority). Mark is a director of MAML,a regulated Fund Manager and also a trustee of the Marwyn Trust, a charity focused on initiativessupporting education and entrepreneurship for young people in disadvantaged communities. Marwyn haslaunched 14 companies across a variety of sectors with Mark providing support to these companies, usinghis experience of working on the boards of several Official List and AIM listed companies, includingEntertainment One Limited, Advanced Computer Software plc, Inspicio plc and Talarius plc. Mark hasalso provided strategic consultancy services to some of the world’s leading companies including Ford,Toyota, Shell and Barclays. Mark was educated at the London University and he serves on theCommittee of the Royal Academy School.

Marwyn

As mentioned above, Marwyn was founded in 2002 by James Corsellis and Mark Brangstrup Watts andhas launched 14 investment vehicles in partnership with experienced management teams across a rangeof sectors including drug testing and laboratories, leisure, reinsurance, food and confectionary, computersoftware, media and entertainment, training construction and heavy aggregates. In all of these investmentvehicles, Marwyn partners have taken board-level positions to identify and work with executive

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management to execute buy and build strategies. These vehicles have raised over £1.2 billion in equityfunding provided by funds managed and/or advised by Marwyn and third party institutions, generating anIRR (since 2005 and calculated on all equity invested including that of external investors) of 24.3 percent. Marwyn’s investments have included the following:

EV1/EV @ exit

Entertainment One £1,067mBreedon Aggregates plc £487mTalarius plc2 £168mInspicio plc2 £266mConcateno plc2 £151mMelorio plc2 £120m

1For current investments this enterprise value was at 30 September 2014.2Exited investments.

MVI LP

MVI LP is expected to hold 29.99% of the Enlarged Share Capital immediately following Admission.MVI LP is a Cayman-domiciled master fund established by Marwyn in 2005 with the investmentobjective to maximise total returns on its capital primarily through the capital appreciation of itsinvestments. MVI LP is a successful value investor, undertaking a buy and build strategy and winningnumerous awards for its investment performance. It is profiled by Barron’s as one of the top 30performing hedge funds in the world for it’s performance in the three years to December 2013.

MVI LP is managed by MAML, of which James Corsellis and Mark Brangstrup Watts, amongst others, aredirectors. MAML has appointed MIM LLP to provide investment advice in relation to the strategy beingpursued by MVI LP. James and Mark are joint Managing Partners of MIM LLP which works closely withMAML in executing the investment strategy of MVI LP. The investment strategy being pursued in relationto MVI LP is to identify and work alongside exceptional operational managers to take advantage ofinvestment opportunities for both organic and non-organic growth.

4. Placing

Subject to Admission, the Company will issue up to 25,000,000 Placing Shares which will raise£30,000,000 (before expenses). The net proceeds of the Placing estimated at approximately £28,820,137will be used for the purposes of the Company’s working capital and to fund due diligence of potentialacquisition targets, in accordance with the Investment Policy. The net proceeds from the Placing will giverise to a net asset value per Ordinary Share of approximately 115 pence, immediately followingAdmission.

The Placing Shares will represent 99.83% of the Enlarged Share Capital.

The first acquisition of a business made by the Company will, if it is a Reverse Takeover and subject tothe AIM Rules for Companies, be subject to the prior approval of Shareholders in a general meeting. Ifthe Company, fails to make such an acquisition or otherwise establish a material trading activity asoutlined previously in this Document within 18 months of Admission, the Directors will, at the nextannual general meeting of the Company consider whether to continue exploring acquisition opportunitiesor to wind up the Company and return funds (after payment of the expenses and liabilities of theCompany) to Shareholders.

Following Admission, the net proceeds of the Placing will be placed on deposit with the Company’sbankers.

Details of the Placing Agreement are set out in paragraph 9.1 of Part IV of this Document.

5. Reasons for Admission

The Directors believe the benefits of an AIM listing include:

. the ability to enter into negotiations with vendors of businesses or companies, to whom the issue ofpublicly traded shares as consideration is potentially more attractive than the issue of shares in anequivalent private company for which no trading facility exists;

. providing access to additional sources of finance to raise additional acquisition finance and workingcapital;

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. enhancing of the Company’s reputation with acquisition targets, customers and suppliers by virtueof its status as a quoted company; and

. enhancement of the Company’s ability to retain and attract key staff with share incentivearrangements.

6. Directors’ remuneration

Details relating to remuneration and the Directors’ service agreements are set out in paragraph 7 ofPart IV of this Document.

7. Incentive Arrangements

Arrangements have been put in place to create incentives for those who are expected to make keycontributions to the success of the Company. Success depends upon the sourcing of attractive investmentopportunities, effective execution of transactions, the availability of cornerstone investment to fundacquisitions and the subsequent integration and optimisation of target businesses. Accordingly, anincentive scheme has been created to reward the key contributors for the creation of value, once allinvestors have received a preferential level of return. In order to make these arrangements most efficient,they are based around a subscription for shares in H.I.J. by the Executive Founders and the InvestorFounders as summarised below.

7.1 H.I.J. Executive Founder Shares

The Executive Founders have subscribed for H.I.J. Executive Founder Shares in H.I.J. Subject to anumber of provisions detailed below, if the growth condition (as described below) and at least one of thevesting conditions (as described below) have been met, the holders of H.I.J. Executive Founder Sharescan give notice to redeem their H.I.J. Executive Founder Shares in cash for an aggregate value equivalentto a minimum of 13.5 per cent. of the excess of the market value of the Company (based on a 30 dayvolume weighted average mid-market price at the time the holder gives notice or any live takeover offerprice) (taking dividends and any prior return of capital into account) over and above its aggregate paid upshare capital.

Growth condition

The growth condition is the ‘‘compound annual growth rate’’ (as defined in the H.I.J. Articles) of theinvested capital in H.I.J. being equal to or greater than 10 per cent. per annum. The growth conditiontakes into account the date and price at which shares in H.I.J. have been issued, the date and price of anysubsequent share issues and the date and amount of any dividends paid or capital returned by H.I.J. to itsshareholders.

Vesting condition

The H.I.J. Executive Founder Shares are subject to certain vesting conditions, at least one of which mustbe (and continue to be) satisfied in order for a holder of H.I.J. Executive Founder Shares to exercise hisor her redemption rights and which ends on the fifth anniversary of Admission (as defined in the H.I.J.Articles).

The vesting conditions are as follows:

(i) a sale of all or a material part of the business of H.I.J.;

(ii) a sale of all of the issued ordinary shares of H.I.J. occurring;

(iii) a winding up of H.I.J. occurring;

(iv) a sale or change of control of the Company; or

(v) it is later than the third anniversary of Admission.

The Executive Founders have agreed that if they cease to be involved with the Company in the first threeyears following Admission then in certain circumstances a proportion of their H.I.J. Executive FounderShares may be forfeited.

On a redemption, the Company has a right to exchange each H.I.J. Executive Founder Share forOrdinary Shares rather than cash.

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Compulsory Redemption

If the growth condition is not satisfied on or before the fifth anniversary of Admission or such later dateas the Company and holders of 66 per cent. of all the H.I.J. Executive Founder Shares and theH.I.J. Investor Founder Shares agree, the H.I.J. Executive Founder Shares must be sold to the Companyor, at its election, redeemed, in both cases at a price per H.I.J. Executive Founder Share equal to thesubscription price.

7.2 H.I.J. Investor Founder Shares

The Investor Founders have agreed to subscribe for H.I.J. Investor Founder Shares in H.I.J. inproportion to their investment in the Placing. Subject to a number of provisions, if the growth conditionand at least one of the first four vesting conditions (both as described in paragraph 7.1 above in relation tothe H.I.J. Executive Founder Shares) have been met, the holders of H.I.J. Investor Founder Shares cangive notice to redeem their H.I.J. Investor Founder Shares for an aggregate value equivalent to amaximum of 6.5 per cent. of the excess of the value created, being the market value of the Company(based on a 30 day volume weighted average mid-market price at the time the holder gives notice or anylive takeover offer price) (taking dividends and any prior return of capital into account) over and aboveits aggregate paid up share capital.

On a redemption, the Company has a right to exchange each H.I.J. Investor Founder Share for OrdinaryShares with a corresponding value (rather than cash).

Compulsory Redemption

If the growth condition is satisfied on the third anniversary of Admission, the H.I.J. Investor FounderShares must be sold to the Company, or at its election, redeemed or exchanged for Ordinary Shares, ineach case at a price per H.I.J. Investor Share equal to a maximum of 6.5 per cent. of the excess of themarket value of the Company (based on a 30 day volume weighted average mid-market price at the thirdanniversary of Admission) (taking dividends and any prior return of capital into account) over and aboveits aggregate paid up share capital.

If the growth condition is not satisfied on the third anniversary of Admission , the H.I.J. Investor FounderShares must be sold to the Company or, at its election, redeemed, in both cases at a price perH.I.J. Investor Founder Share equal to the subscription price for such shares.

Eligibility

To encourage Investor Founders to support future equity fundraising by the Company, InvestorFounders whose Ordinary Share ownership upon redemption of their H.I.J. Investor Founder Shares isless than what it would have been had they continued to hold the equivalent number of shares initiallysubscribed for on Admission and subscribed in all future equity fundraisings for at least 66 per cent. oftheir pro rata share of the fundraising will lose a proportion of the value of their H.I.J. Investor FounderShares. Their value will be reduced by the percentage decrease their shareholding represents against thenotional shareholding they would have had had they supported each fundraising as described above.

8. Corporate Governance and internal controls

The Directors recognise the importance of sound corporate governance commensurate with the size ofthe Company and the interests of the Shareholders. So far as is practicable, the Directors intend tocomply with the QCA guidelines for small and mid-size quoted companies or the UK CorporateGovernance Code to the extent appropriate to the size and nature of the Company, upon completion ofthe first significant acquisition by the Company.

The Company does not consider it necessary to establish an audit committee given the nature of its boardstructure and operations. The Board will undertake all functions that would normally be delegated to theaudit committee, including reviewing annual and interim results, receiving reports from its auditors,agreeing the auditors’ remuneration and assessing the effectiveness of the audit and internal controlenvironment. Where necessary the Board will obtain specialist external advice from either its auditors orother advisers. The Board will establish an audit committee upon completion of the first acquisition bythe Company.

The Company does not currently intend to establish remuneration and nomination committees as thosecommittees are not appropriate given the nature of the Company’s board structure and operations. TheBoard will review the remuneration of the Directors annually and agree reasonable and market-standard

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(as regards level) non-executive fees, based upon market information sourced from appropriate externalconsultants. Consideration will be given by the Board to future succession plans for members of theBoard, as well as consideration as to whether the Board has the skills required to manage the Companyeffectively. The Board intends to establish a remuneration and nomination committee upon completionof the first acquisition by the Company.

Share dealing

The Company has in place systems to ensure compliance by the Board, the Company, and its applicableemployees with the provisions of the AIM Rules for Companies relating to dealings in securities of theCompany and has adopted a share dealing code for this purpose. The Directors believe that the share dealingcode adopted by the Board is appropriate for a company quoted on AIM. The Board will comply with Rule 21of the AIM Rules for Companies relating to directors’ dealings and will take all reasonable steps to ensurecompliance by the Company’s ‘‘applicable employees’’ (as defined in the AIM Rules for Companies).

9. Dividend policy

The Company has not yet commenced trading. The Company’s future dividend policy will depend on thenature of its acquisitions, which is not yet known. The Directors intend, however, to commence thepayment of dividends when it becomes commercially prudent to do so. The payment of dividends will besubject to maintaining an appropriate level of dividend cover and the need to retain sufficient funds tofinance the development of the Company’s activities (including financing of businesses acquired), and forother working capital purposes. Within these parameters, the Company’s dividend policy will be subjectto review for each significant acquisition.

10. Taxation

Information regarding taxation in relation to the Admission is set out in paragraph 15 of Part IV of thisDocument. If you are in any doubt as to your tax position you should consult your own professionaladviser immediately.

11. Financial information

The Company has not yet commenced operations. The financial information in respect of the Company,on which PricewaterhouseCoopers LLP has provided an accountant’s report in Section A of Part III as at30 April 2014, is set out in Section B of Part III of this Document.

If the Placing and Admission had taken place on 30 April 2014 (being the date as at which the financialinformation contained in Part III is presented):

. the net assets of the Company would have been increased by £28.8 million (due to the receipt of theNet Proceeds and the funds raised through the subscription for H.I.J. Executive Founder Shares);

. the Company’s earnings would have decreased as a result of fees and expenses incurred inconnection with the Placing and Admission and a non-cash IFRS 2 charge in connection with theDirector share scheme; and

. the liabilities of the Company would have increased due to (inter alia) the Registrar Agreement andthe Axio Agreement becoming effective, thereby obliging the Company to pay the fees under suchagreements as and when they fall due and the Directors’ service agreements (as described inparagraph 7 of Part IV of this document) becoming effective, thereby committing the Company topay fees under such service agreements as and when they fall due.

12. Company’s fees and expenses

Company formation and initial expenses

The formation and initial expenses of the Company are those which have been and are necessary for theincorporation of the Company and the Placing. These expenses will be paid on or around Admission andinclude a fixed corporate finance fee of £235,000 and a success fee of 3.5 per cent. of gross monies raisedin connection with the Placing, excluding funds invested by Marwyn and Zeus, payable to Cenkos inrelation to the Placing. These expenses also include a success fee of 3.5 per cent. of gross monies raised inconnection with the Placing, excluding funds invested by Marwyn and Cenkos, payable to Zeus inrelation to the Placing. These expenses will be immediately recognised as an expense in the incomestatement in the first year of incorporation, and include company registration, listing and admission fees,printing, advertising and distribution costs and legal fees and any other applicable expenses. It is

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anticipated that the formation and initial expenses should not exceed 5 per cent. of the gross proceeds ofthe Placing.

Ongoing and annual expenses of the Company

The Company will also incur ongoing annual secretarial, administration and operating expenses. Theseexpenses will include the following:

(a) Cenkos Nomad and Joint Broker Agreement

Cenkos has agreed to act as nominated adviser and joint broker to the Company for the purposes ofthe AIM Rules for Companies. Further details relating to this agreement are set out in paragraph9.2 of Part IV of this document.

(b) Joint Broker Agreement

Zeus has agreed to act as joint broker to the Company for the purposes of the AIM Rules forCompanies. Further details to this agreement are set out in paragraph 9.3 of Part IV of thisdocument.

(c) Marwyn Corporate Finance Advisory and Office Agreement

The Company has entered into a corporate finance advisory agreement with Marwyn Capital(which is authorised and regulated by the FCA) pursuant to which Marwyn Capital has agreed toprovide corporate finance advice and various office and finance support services to the Company.Further details of this agreement and the fees payable pursuant to it are set out at paragraph 9.5 ofPart IV of this document.

(d) Axio Agreement

The Company has entered into an agreement with Axio Capital Solutions Limited; pursuant towhich Axio will provide certain company secretarial services to the Company and certain companysecretarial services, registered agency services and accounting services to H.I.J. Further details ofthis agreement are set out in paragraph 9.6 of Part IV of this document.

(e) Other operational expenses

The Company will, in addition, pay the costs and expenses of the administration of the Companyincluding: (i) charges and expenses of legal advisers and independent auditors; (ii) brokers’commissions (if any) and any issue or transfer taxes chargeable in connection with its investmenttransactions; (iii) all taxes and corporate fees payable to governments or agencies; (iv)communication expenses with respect to investor services and all expenses of meetings ofShareholders and of preparing, printing and distributing financial and other reports, proxy forms,admission documents and similar documents; (v) the cost of insurance for the benefit of itsDirectors (if any) and Directors’ fees; (vi) litigation and indemnification expenses and extraordinaryexpenses not incurred in the ordinary course of business; and (vii) other organisational andoperating expenses including any fees payable to the Registrars. These expenses will be deductedsolely from the assets of the Company.

13. Settlement, dealing arrangements and CREST

Application has been made to the London Stock Exchange for all the Ordinary Shares in issue followingthe Placing to be admitted to trading on AIM. It is expected that Admission will be effected and thatdealings in the Enlarged Share Capital of the Company will commence on 10 November 2014.

Following Admission, share certificates representing the Ordinary Shares to be issued pursuant to thePlacing are expected to be despatched by post to subscribers who wish to receive Ordinary Shares incertificated form, by no later than 24 November 2014. No temporary documents of title will be issued inconnection with the Placing. Pending the despatch of the definitive share certificates, instruments oftransfer will be certified against the register of members of the Company.

In respect of subscribers who will receive Ordinary Shares in uncertificated form, Ordinary Shares will becredited to their CREST stock accounts on 10 November 2014. The Company reserves the right to issueany Ordinary Shares in certificated form should it consider this to be necessary or desirable.

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CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by acertificate and transferred otherwise than by a written instrument. CREST is a voluntary system andapplicants who wish to receive and retain certificates will be able to do so. The Articles permit theholding of the Ordinary Shares in the CREST. The Company will apply for the Enlarged Share Capital tobe admitted to CREST on the date of Admission. It is expected that Admission will become effective anddealings in the Ordinary Shares will commence on 10 November 2014. Accordingly, settlement oftransactions in the uncertificated form in respect of the Ordinary Shares following Admission may takeplace within the CREST system if any Shareholder so wishes.

14. Lock In

The Company has not been independent and earning revenue for at least two years. In accordance withRule 7 of the AIM Rules for Companies, the Directors and all related parties and applicable employees(as defined in the AIM Rules for Companies) as at the date of Admission have agreed not to dispose ofany interest in the Ordinary Shares for 12 months from the date of Admission. Further details are set outin paragraphs 9.1 and 9.6 of Part IV of this Document.

15. Risk factors

Your attention is drawn to the risk factors set out in Part II of this Document. Potential investors shouldcarefully consider the risks described in Part II before making a decision to invest in the Company.

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PART II

RISK FACTORS

An investment in the Ordinary Shares involves a high degree of risk. Accordingly, before making a finaldecision prospective investors should carefully consider the specific risk factors set out below in additionto the other information contained in this document before investing in the Ordinary Shares. Noassurance can be given that Shareholders will realise a profit or will avoid a loss on their investment.

The Board has identified the following risks which it considers to be the most significant for potentialinvestors in the Company. The risks referred to below do not purport to be exhaustive and are not set outin any particular order of priority and potential investors should review this document carefully in itsentirety and consult with their professional advisers before acquiring the Ordinary Shares.

If any of the following events identified below occur, the Company’s business, financial condition, capitalresources, results and/or future operations and prospects could be materially adversely affected. In thatcase, the market price of the Ordinary Shares could decline and investors may lose part or all of theirinvestment.

Additional risks and uncertainties not currently known to the Board or which the Board currently deemimmaterial may also have an adverse effect on the Company’s business. In particular, the Company’sperformance may be affected by changes in the market and/or economic conditions and in legal,regulatory and tax requirements. An investment in the Ordinary Shares described in this document isspeculative. A prospective investor should consider carefully whether an investment in the Company issuitable in the light of his, her or its individual circumstances and the financial resources available to him,her or it. If you are in any doubt about the action you should take, you should consult your independentprofessional adviser authorised under FSMA.

RISK FACTORS RELATING TO THE BUSINESS AND OPERATIONS OF THE COMPANY

The Company is newly incorporated with no operating history

The Company was incorporated on 30 April 2014 and, since that date, has not commenced operationsand so does not have a track record or operating history, nor does it have any material assets or liabilities.Accordingly, as at the date of this Admission Document, the Company has limited financial statementsand/or no meaningful historical financial data upon which prospective investors may base an evaluationof the Company. The Company is therefore subject to all of the risks and uncertainties associated withany new business enterprise including the risk that the Company will not achieve its investmentobjectives and that the value of an investment in the Company could decline and may result in the totalloss of all capital invested. The past performance of companies, assets or funds managed by the Directors,or persons affiliated with them or in other ventures, is not necessarily a guide to the future business,results of operations, financial condition or prospects of the Company.

Industry-specific risks

It is anticipated that that the Company will invest in businesses with a particular focus on the UK &European automotive, support services, leasing, industrial engineering and manufacturing sectors. Thesesectors are closely tied to gross domestic product and, specifically, levels of consumer demand andindustrial, infrastructure and manufacturing activity. As a result, the identified sectors may be cyclical innature, tending to be affected by changes in general economic activity levels; changes which are beyondthe Company’s control.

Reliance on the retention of Directors and consultants

The Company will rely heavily on a small number of key individuals, in particular the Directors, toidentify, acquire and manage suitable assets, companies and/or businesses. The retention of their servicescannot be guaranteed. Accordingly the loss of any such key individual may have a material adverse effecton the business, financial condition, results of operations and prospects of the Company.

In addition, there is a risk that the Company will not be able to recruit executives of sufficient expertise orexperience to maximise any opportunities that present themselves, or that recruiting and retaining thoseexecutives is more costly or takes longer than expected. The failure to attract and retain those individualsmay adversely affect the Company’s operations.

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Identifying and acquiring suitable target acquisition opportunities

The Company’s ability to implement the Investment Policy will be limited by its ability to identify andacquire suitable acquisitions or suitable ancillary acquisitions. Suitable opportunities may not always bereadily available. The Company’s initial and future acquisitions may be delayed or made at a relativelyslow rate because, inter alia:

. the Company intends to conduct detailed due diligence prior to approving acquisitions;

. the Company may conduct extensive negotiations in order to secure and facilitate an acquisition;

. it may be necessary to establish certain structures in order to facilitate an acquisition;

. competition from other investors, market conditions or other factors may mean that the Companycannot identify attractive acquisitions or such acquisitions may not be available at the rate theCompany currently anticipates;

. the Company may be unable to agree acceptable terms;

. the Company may be unable to raise bank finance or other sources of finance on terms theDirectors consider reasonable; or

. the Company may need to raise further capital to make acquisitions and/or fund the assets orbusinesses invested in, which may not be achieved.

Disposals

The Company may make investments that it cannot realise through trade sale or flotation at anacceptable price. Some investments may be lost through insolvency. Any of these circumstances couldhave a negative impact on the profitability and value of the Company.

Unsuccessful transaction costs

There is a risk that the Company may incur substantial legal, financial and advisory expenses arising fromunsuccessful transactions which may include public offer and transaction documentation, legal,accounting and other due diligence.

Timing of investments

As detailed above, the Company cannot accurately predict how long it will actually take to deploy thecapital available to it or whether it will be able to do so at all. Any significant delay or inability to find asuitable acquisition may have a material adverse effect on the business, financial condition, results ofoperations and prospects of the Company.

Pursuant to the AIM Rules for Companies, if the Company has not substantially implemented itsInvestment Policy within 18 months of Admission, the Investment Policy will be subject to approval byShareholders at the next annual general meeting of the Company and annually thereafter.

Success of Investment Policy not guaranteed

The Company’s level of profit will be reliant upon the performance of the assets acquired. The success ofthe Investment Policy depends on the Directors’ ability to identify investments in accordance with theCompany’s investment objectives and to interpret market data correctly. No assurance can be given thatthe strategy to be used will be successful under all or any market conditions, that the Company will beable to identify opportunities meeting the Company’s investment criteria, that the Company will be ableto invest its capital on attractive terms or that the Company will be able to generate positive returns forShareholders. If the Investment Policy is not successfully implemented, this may have a material adverseeffect on the business, financial condition, results of operations and prospects of the Company.

Change in Investment Policy

The Investment Policy may be modified and altered from time to time with the approval of Shareholders,so it is possible that the approaches adopted to achieve the Company’s investment objectives in the futuremay be different from those the Directors currently expect to use, which are disclosed in this AdmissionDocument. Any such change may have a material adverse effect on the business, financial condition,results of operations and prospects of the Company.

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Concentration of risk

There can be no assurance that the actual investment opportunities that the Directors are able to sourcefor the Company will not lead to a concentration of risk. To the extent that any acquisitions areconcentrated in any particular niche of the automotive sector, region, country or asset class, downturnsaffecting the source of the concentration may result in a total or partial loss of the value of suchinvestments and have a material adverse effect on the business, financial condition, results of operationsand prospects of the Company.

Material facts or circumstances not revealed in the due diligence process

Prior to making or proposing any investment, the Company will undertake legal, financial andcommercial due diligence on potential investments to a level considered reasonable and appropriate bythe Company on a case by case basis. However, these efforts may not reveal all material facts orcircumstances that would have a material adverse effect upon the value of the investment. In undertakingdue diligence, the Company will need to utilise its own resources and may be required to rely upon thirdparties to conduct certain aspects of the due diligence process. Further, the Company may not have theability to review all documents relating to the investee company and assets. Any due diligence processinvolves subjective analysis and there can be no assurance that due diligence will reveal all material issuesrelated to a potential investment. Any failure to reveal all material facts or circumstances relating to apotential investment may have a material adverse effect on the business, financial condition, results ofoperations and prospects of the Company.

Further funding

When a suitable acquisition or ancillary acquisition is identified, it is likely that the Company will need toraise further capital to purchase such investment and/or facilitate the development of such investment.There is no guarantee that the Company will be able to raise such capital and this may prejudice theCompany’s ability to make and develop such investments. This inability to raise further capital may havea material adverse effect on the business, financial condition, results of operations and prospects of theCompany.

Borrowings

The Company may, from time to time, raise capital through borrowings in order to fund / partially fundacquisitions. There is no guarantee that the Company will be able to obtain such financing on appropriateterms and conditions, or at all. The companies in which the Company invests may also have borrowings.Although such facilities may increase investment returns, they also create greater potential for loss. Thisincludes the risk that the borrower will be unable to service the interest repayments, or comply with otherrequirements, rendering the debt repayable, and the risk that available capital will be insufficient to meetrequired repayments. There is also the risk that existing borrowings will not be able to be refinanced orthat the terms of such refinancing will not be as favourable as the terms of existing borrowings. A numberof factors (including changes in interest rates, conditions in the banking market and general economicconditions, which are beyond the Company’s control) may make it difficult for the Company to obtainnew financing on attractive terms or even at all. An inability to obtain such facilities may have a materialadverse effect on the business, financial condition, results of operations and prospects of the Company.

The Group may finance its activities with both fixed and floating rate debt. With respect to any floatingrate debt, the Group’s performance may be affected adversely if it fails to limit the effects of changes ininterest rates on its operations by employing an effective hedging strategy, including engaging in interestrate swaps, caps, floors or other interest rate contracts, or buying and selling interest rate futures oroptions on such futures. There can, however, be no assurance that such arrangements will be entered intoor available at all times when the Group wishes to use them or that they will be sufficient to cover therisk. The Group may be exposed to the credit risk of any relevant counterparty with respect to relevantpayments under derivative instruments it enters into pursuant to any hedging strategy.

RISKS RELATING TO THE ORDINARY SHARES AND THEIR TRADING ON AIM

Potential Marwyn conflicts of interest

Upon Admission, two of the Company’s three Directors, James Corsellis and Mark Brangstrup Watts,will be closely related to MVI LP, which is expected to be a significant Shareholder on completion of thePlacing. Whilst Marwyn has a record of long-term support for the companies in which it invests and inwhose management it is involved, and MVI LP will enter into a lock-up agreement in respect of its

23

investment in the Company, it is possible that the interests of MVI LP may differ from those of otherShareholders and that the potential for conflict between the roles of James Corsellis andMark Brangstrup Watts as Directors of the Company and related parties to MVI LP may adverselyaffect the interests of the Company’s other Shareholders.

No prior trading record for the Ordinary Shares

Since the Ordinary Shares have not previously been traded, their market value is uncertain. There can be noassurance that the market will value the Ordinary Shares at or above the Placing Price. Following Admission,the market price of the Ordinary Shares may be volatile and may go down as well as up and investors maytherefore be unable to recover the value of their original investment. The Company’s operating results andprospects from time to time may be below the expectations of market analysts and investors. Additionally,stock market conditions may affect the Ordinary Shares regardless of the performance of the Company.Stock market conditions are affected by many factors, such as general economic outlook, movements in oroutlook on interest rates and inflation rates, currency fluctuations, commodity prices, changes in investorsentiment towards particular market sectors and the demand and supply of capital.

Accordingly, the market price of the Ordinary Shares may not reflect the underlying value of theCompany’s net assets and the price at which investors may dispose of their Ordinary Shares at any pointin time may be influenced by a number of factors, only some of which may pertain to the Company whileothers may be outside the Company’s control.

Further issues of Ordinary Shares could dilute the interests of existing Shareholders

The Company may in the future issue additional securities, including Ordinary Shares, as well as options,warrants and rights relating to its securities, for any purpose. Future issues may consist of OrdinaryShares or securities having greater rights and preferences and may be priced at a discount to the marketprice of the Ordinary Shares and/or below the prevailing net asset value of each Ordinary Share. It maynot be possible for existing Shareholders to participate in such future issues by the Company and thepossibility of such future issues of Ordinary Shares may cause the market price of the Ordinary Shares todecline.

Investing company status

The Company is currently considered to be an investing company for the purposes of the AIM Rules forCompanies. As a result, it may benefit from certain partial carve-outs to the AIM Rules for Companies,such as those in relation to the classification of Reverse Takeovers. Were the Company to lose investingcompany status for any reason, such carve-outs would cease to apply. It is anticipated that any acquisitionwill be considered to be a Reverse Takeover.

Trading on AIM

An investment in shares traded on AIM is generally perceived to involve a higher degree of risk and to beless liquid than an investment in shares listed on the Official List. AIM has been in existence since June1995 but its future success, and the liquidity of the market for the Ordinary Shares cannot be guaranteed.

Consequently, it may be more difficult for an investor to sell his or her Ordinary Shares than it would be if theOrdinary Shares were listed on the Official List, and he or she may receive less than the amount paid.

In addition, there can be no guarantee that the Company will always maintain a quotation on AIM. If itfails to retain such a quotation, investors may decide to sell their Ordinary Shares, which could have anadverse impact on the price of the Ordinary Shares. If in the future the Company decides to maintain aquotation on another exchange in addition to AIM, the level of liquidity of shares traded on AIM maydecline if Shareholders choose to trade on that market rather than on AIM.

Value and liquidity of the Ordinary Shares

It may be difficult for an investor to realise his or her investment. The shares of publicly tradedcompanies can have limited liquidity and their share prices can be highly volatile.

The price at which the Ordinary Shares will be traded and the price at which investors may realise theirinvestment will be influenced by a large number of factors, some specific to the Company and itsoperations and others which may affect companies operating within a particular sector or quotedcompanies generally. A relatively small movement in the value of an investment or the amount of income

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derived from it may result in a disproportionately large movement, unfavourable as well as favourable, inthe value of the Ordinary Shares or the amount of income received in respect thereof.

Prospective investors should be aware that the value of the Ordinary Shares could go down as well as up,and investors may therefore not recover their original investment. Furthermore, the market price of theOrdinary Shares may not reflect the underlying value of the Company’s net assets.

The investment opportunity offered in this document may not be suitable for all recipients of thisdocument. Potential investors are therefore strongly recommended to consult an independent financialadviser authorised under FMSA who specialises in advising on investments of this nature before makingan investment decision.

RISKS RELATING TO LEGISLATION AND REGULATIONS

Legislative and regulatory risks

Any investment is subject to changes in regulation and legislation. As the direction and impact of changesin regulations can be unpredictable, there is a risk that regulatory developments will not bring aboutpositive changes and opportunities, or that the costs associated with those changes and opportunities willbe significant. In particular, there is a risk that regulatory change will bring about a significant downturnin the prospects of one or more acquired businesses, rather than presenting a positive opportunity.

Taxation

There can be no certainty that the current taxation regime in England and Wales or overseas jurisdictionswithin which the Company may operate will remain in force or that the current levels of corporationtaxation will remain unchanged. Any change in the tax status or tax legislation may have a materialadverse affect on the financial position of the Company.

Investors should be aware however, that investment in the Company by way of subscription for OrdinaryShares may not be treated as a ‘‘qualifying holding’’ for the purposes of the venture capital trust rules (asset out in Part 6 Chapter 4 of the UK Income Tax Act 2007) because, the Company may not fulfil therequirements imposed upon it which need to be met in order for the Ordinary Shares to have qualifyingholding status. Investors should also note that the venture capital trust legislation contains numerouscomplex conditions for a holding of Ordinary Shares to be a qualifying holding, several of which must besatisfied by the investing venture capital trust itself. The Company is not responsible for the satisfactionof such conditions.

Availability of tax reliefs

The Company’s strategy will not be influenced by whether or not capital gains tax reliefs or enterpriseinvestment scheme reliefs are available to Shareholders and investors should not rely on the availabilityof those reliefs in deciding whether to invest in the Company.

Suitability

As an investment vehicle incorporated in England and Wales, the Company may only be marketed to,and is only suitable as an investment for, sophisticated investors with an understanding of the risksinherent in investment in emerging market jurisdictions and an ability to accept the potential total loss ofall capital invested in the Company.

GENERAL RISKS

This document contains forward looking statements that relate to the Company’s prospective financialcondition, results of operations, and its business plan, strategies, forecasts, prospective competitiveposition, and growth opportunities. This document also contains forward looking statements that relateto the market, financial and regulatory environments in which the Company plans to operate, the plansand objectives of the Company’s management, and various other matters. These forward lookingstatements are identifiable by words such as ‘‘anticipate’’, ‘‘estimate’’, ‘‘project’’, ‘‘plan’’, ‘‘intend’’,‘‘expect’’, ‘‘believe’’, ‘‘forecast’’ and similar expressions, and are located throughout this document.Prospective investors should be aware that these statements are estimates, reflecting only the judgmentof the Directors and prospective investors should not place reliance on any forward looking statements.

The list of risk factors above does not purport to be a complete enumeration or explanation of the risksinvolved in an investment in the Company. Prospective investors should read this entire document andconsult with their own legal, tax and financial advisers before deciding to invest in the Company.

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PART III

HISTORICAL FINANCIAL INFORMATION OF THE COMPANY

(A) ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIAL INFORMATIONOF THE COMPANY

The DirectorsHaversham Holdings plc20 Buckingham StreetLondonWC2N 6DF

Cenkos Securities plc6,7,8 Tokenhouse YardLondonEC2R 7AS

5 November 2014

Dear Sirs

Haversham Holdings plc

Introduction

We report on the historical financial information on Haversham Holdings plc (the ‘‘Company’’) set out inSection B of Part III of the admission document (the ‘‘Historical Financial Information’’). The HistoricalFinancial Information has been prepared for inclusion in the admission document dated 5 November2014 (the ‘‘Admission Document’’) of the Company on the basis of the accounting policies set out inNote 1. This report is required by Schedule Two of the AIM Rules for Companies published by theLondon Stock Exchange plc (the ‘‘AIM Rules’’) and is given for the purposes of complying with thatschedule and for no other purpose.

Responsibilities

The Directors of the Company are responsible for preparing the Historical Financial Information inaccordance with International Financial Reporting Standards as adopted by the European Union.

It is our responsibility to form an opinion as to whether the Historical Financial Information gives a trueand fair view, for the purposes of the Admission Document and to report our opinion to you.

Save for any responsibility which we may have to those persons to whom this report is expresslyaddressed and for any responsibility arising under paragraph (a) of Schedule Two of the AIM Rules toany person as and to the extent there provided, to the fullest extent permitted by law we do not assumeany responsibility and will not accept any liability to any other person for any loss suffered by any suchother person as a result of, arising out of, or in connection with this report or our statement, required byand given solely for the purposes of complying with Schedule Two of the AIM Rules, consenting to itsinclusion in the Admission Document.

PricewaterhouseCoopers LLP, 1 Embankment Place, London WC2N 6RHT: +44 (0) 20 7583 5000, F: +44 (0) 20 7212 4652, www.pwc.co.ukPricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office ofPricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by theFinancial Conduct Authority for designated investment business.

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Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the AuditingPractices Board in the United Kingdom. Our work included an assessment of evidence relevant to theamounts and disclosures in the Historical Financial Information. It also included an assessment ofsignificant estimates and judgments made by those responsible for the preparation of the HistoricalFinancial Information and whether the accounting policies are appropriate to the Company’scircumstances consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which weconsidered necessary in order to provide us with sufficient evidence to give reasonable assurance that theHistorical Financial Information is free from material misstatement, whether caused by fraud or otherirregularity or error.

Opinion

In our opinion, the Historical Financial Information gives, for the purposes of the Admission Documentdated 5 November 2014, a true and fair view of the state of affairs of the Company as at the date stated inaccordance with International Financial Reporting Standards as adopted by the European Union.

Declaration

For the purposes of Paragraph (a) of Schedule Two of the AIM Rules we are responsible for this reportas part of the Admission Document and declare that we have taken all reasonable care to ensure that theinformation contained in this report is, to the best of our knowledge, in accordance with the facts andcontains no omissions likely to affect its import. This declaration is included in the Admission Documentin compliance with Schedule Two of the AIM Rules.

Yours faithfully

PricewaterhouseCoopers LLPChartered Accountants

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(B) HISTORICAL FINANCIAL INFORMATION OF THE COMPANY

Historical Financial Information on the Company

Balance Sheet as at 30 April 2014

ASSETS Note £

Current assetsCash 1

Total assets 1

EQUITY AND LIABILITIESEquityCalled up share capital 2 1Retained earnings –

Total equity 1

Current liabilitiesAmounts due to related parties –Trade and other payables –

Total Liabilities –

Total equity and liabilities 1

No income statement, statement of cash flows or statement of changes in equity is presented as theCompany has not entered into any transactions in the period.

Notes to the Historical Financial Information

1. Basis of preparation

The Company was incorporated on 30 April 2014. The Company has not yet commenced business, noaudited financial statements have been made up and no dividends have been declared or paid since thedate of incorporation.

The Company is domiciled in the United Kingdom and incorporated in England. Its registered office is20 Buckingham Street, London, WC2N 6EF.

The Company’s parent entity is Marwyn Investment Management LLP.

The Company has not yet received any employee and director services.

The Historical Financial Information has been prepared in accordance with International FinancialReporting Standards as adopted by the European Union (‘‘IFRS’’) andits interpretations promulgated bythe International Accounting Standards Board (‘‘IASB’’).

The Historical Financial Information is presented in British pounds sterling, which is the presentationaland functional currency of the Company, and has been prepared under the historical cost convention.

2. Capital and reserves

Share Capital £

Allotted, called up and fully paid1 ordinary share of £1 was issued upon incorporation of the Company 1

3. Post balance sheet events

On 10 July 2014, the Company:

(i) adopted new articles of association in substitution for and to the exclusion of the Company’s thenexisting articles of association; and

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(ii) issued 49,999 ordinary shares of £1.00 each to Marwyn Investment Management LLP bringing thetotal issued share capital to 50,000 ordinary shares of £1.00 each. The full nominal value was paidfor these shares.

On 11 July 2014 the Company was re-registered as a public limited company and changed its name toHaversham Holdings plc.

On 11 July 2014 the Company subscribed for 1 ordinary share of £0.01 in H.I.J. Limited. The nominalvalue was paid for this share.

On 11 July, the Subsidiary issued 450,000 H.I.J. A Ordinary Shares to the following for a consideration of£0.01 per share:

No. of H.I.J.A Ordinary Shares

Avril Palmer-Baunack 202,500Marwyn Long Term Incentive LP 202,500Cenkos Securities plc 45,000

On 1 August 2014 H.I.J. Limited adopted new articles of association in substitution for and to theexclusion of H.I.J. Limited’s then existing articles of association in order to update the calculation of thecompany’s redemption amount in respect of B Shares held by each eligible holder.

On 17 October 2014 Cenkos Securities plc transferred its entire holding of 45,000 H.I.J. A Ordinaryshares to the Company following which the 45,000 A Ordinary shares were redesignated and reclassifiedinto 45,000 Ordinary Shares in H.I.J. Limited. On 20 October 2014 the memorandum and articles ofassociation in respect of H.I.J. Limited were updated to reduce the authorised share capital of the AOrdinary shares by 45,000, increase the authorised share capital of the B Shares by 45,000, and toredistribute the share of the growth in value assigned to the 45,000 A Ordinary shares previously held byCenkos Securities plc (1.5%) to the B shareholders.

On 23 October 2014 the Company allotted 4 ordinary shares of £1.00 each to Marwyn InvestmentManagement LLP (the ‘‘Allotment’’). Immediately following the Allotment, the following steps tookplace:

(i) the entire issued share capital of the Company, being 50,004 ordinary shares of £1.00 each, wassubdivided into 41,670 ordinary shares of £1.20 each (‘‘First Subdivision’’);

(ii) immediately following the First Subdivision the entire issued share capital of the Company wasfurther subdivided and reclassified into 41,670 ordinary shares of £0.01 each and 41,670 deferredshares of £1.19 each.

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PART IV

ADDITIONAL INFORMATION

1 Responsibility Statements

1.1 The Directors, whose names are set out on page 8 of this Document, and the Company, acceptresponsibility, both individually and collectively, for the information contained in this Document.To the best of the knowledge and belief of the Directors and the Company, who have taken allreasonable care to ensure that such is the case, the information contained in this Document is inaccordance with the facts and does not omit anything likely to affect the import of such information.

2 The Company

2.1 The Company was incorporated and registered in England and Wales on 30 April 2014 under theAct as a private company limited by shares, with registered number 09019615. It was thenre-registered as a public company limited by shares and named Haversham Holdings plc on 11 July2014.

2.2 The principal legislation under which the Company operates is the Act and the regulations madethereunder. The liability of the members of the Company is limited.

2.3 The Company’s registered office is at 20 Buckingham Street, London, WC2N 6EF and theCompany’s telephone number is +44(0)20 7389 6873. The accounting reference date of theCompany is 30 June.

2.4 The principal activity of the Company is that of an investment company.

2.5 There are no companies in which the Company has an interest other than H.I.J.

2.6 H.I.J. was incorporated in Jersey on 11 July 2014 with registered number 116203 as a privatecompany limited by shares. The registered office of H.I.J. is Axio House, Robin Place, St Helier,Jersey JE2 4LT. The Company owns all of the issued ordinary shares of H.I.J. The Directors owncertain H.I.J. Executive Founder Shares as detailed in paragraph 6.4 of this Part IV.

3 Share Capital

3.1 On incorporation the issued share capital of the Company consisted of 1 ordinary share with anominal value of £1.00. A further 49,999 ordinary shares of £1.00 each were then allottedimmediately prior to the re-registration of the Company as a public limited company.

3.2 On 23 October 2014 the Company allotted 4 ordinary shares of £1.00 each to MIM LLP (the‘‘Allotment’’). Immediately following the Allotment, the following steps took place:

3.2.1 the entire issued share capital of the Company, being 50,004 ordinary shares of £1.00 each, wassubdivided into 41,670 ordinary shares of £1.20 each (‘‘First Subdivision’’); and

3.2.2 immediately following the First Subdivision the entire issued share capital of the Companywas further subdivided and reclassified into 41,670 ordinary shares of £0.01 each and 41,670deferred shares of £1.19 each.

3.3 MIM LLP intends to transfer the 41,670 ordinary shares of £0.01 each held by it to MVI LP at aprice of £1.20 per share prior to Admission and also intends to transfer the 41,670 deferred shares of£1.19 each held by it to the Company by way of gift for nil consideration immediately following theissue of the Placing Shares pursuant to the Placing. The Company then intends to cancel thedeferred shares pursuant to section 662 of the Act.

3.4 The Placing will result in the issue of 25,000,000 new Ordinary Shares on Admission. TheCompany’s share capital is, at the date of this Document, and is expected to be, immediatelyfollowing Admission:

At the date of this Document Following Admission

Amount £ Number Amount £ Number

Issued and fully paid 50,004 41,670 25,041,670 30,050,004

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3.5 The Company does not have in issue any securities not representing share capital and there are nooutstanding convertible securities, exchangeable securities or securities with warrants issued orproposed to be issued by the Company.

3.6 Save as set out in this paragraph, there have been no movements in the Company’s ordinary sharecapital since incorporation to the date of this Document.

3.7 The provisions of section 561 of the Act (which confers shareholders rights of pre-emption inrespect of the allotment of equity securities which are or are to be, paid up in cash other than byway of allotment to employees under an employees’ share scheme as defined in section 1166 of theAct) will apply to unissued shares in the capital of the Company to the extent not disapplied asdescribed in paragraph 3.8 below.

3.8 On 23 October 2014, by or pursuant to resolutions of the Company passed on that date it wasresolved:

3.8.1 THAT, in substitution for all existing and unexercised authorities and powers, the directors ofthe Company be generally and unconditionally authorised for the purpose of section 551 ofthe Act to exercise all or any of the powers of the Company to:

(a) allot 4 ordinary shares of £1.00 each in the capital of the Company; and

(b) subject to the passing of resolutions 3.8.2, 3.8.3 and 3.8.4 below, in respect of the Placing,allot ordinary shares of £0.01 each of the Company or to grant rights to subscribe for, orto convert any security into, ordinary shares of the Company up to an aggregate nominalvalue of £325,000 to such persons at such times and generally on such terms andconditions as the directors may determine (subject always to the articles of association ofthe Company),

PROVIDED THAT this authority shall, unless previously renewed, varied or revoked by theCompany in general meeting, expire at the conclusion of the next annual general meeting oron the date which is 6 months after the next accounting reference date of the Company(if earlier) save that the directors of the Company may, before the expiry of such period, makean offer or agreement which would or might require relevant securities or equity securities(as the case may be) to be allotted after the expiry of such period and the directors of theCompany may allot relevant securities or equity securities (as the case may be) in pursuanceof such offer or agreement as if the authority conferred hereby had not expired.

3.8.2 THAT, in substitution for all existing and unexercised authorities and powers, the directors ofthe Company be empowered pursuant to section 570 of the Act to allot equity securities(as defined in section 560 of the Act) pursuant to the authority referred to in paragraph 3.8.1above as if section 561 of the Act did not apply to any such allotment provided that thisauthority and power shall be limited to:

(a) the allotment of equity securities in connection with a rights issue or similar offer infavour of ordinary shareholders where the equity securities respectively attributable tothe interest of all ordinary shareholders are proportionate (as nearly as may be) to therespective numbers of ordinary shares held by them subject only to such exclusions orother arrangements as the directors of the Company may consider appropriate to dealwith fractional entitlements or legal and practical difficulties under the laws of, or therequirements of any recognised regulatory body in any, territory;

(b) the allotment of 4 ordinary shares of £1.00 each;

(c) subject to the passing of resolutions 3.8.3 and 3.8.4 below, the allotment (otherwise thanpursuant to 3.8.1 and 3.8.2 above) of equity securities up to an aggregate nominalamount of £250,000 in respect of the Placing; and

(d) the allotment (otherwise than pursuant to sub-paragraphs 3.8.2(a) to 3.8.2(c) above) ofequity securities up to an aggregate nominal amount of £25,041.67, representingapproximately 10 per cent. of the Enlarged Share Capital.

and shall expire at the conclusion of the next annual general meeting or on the date which is6 months after the next accounting reference date of the Company (if earlier) save that theCompany may before such expiry make an offer or agreement which would or might require

31

equity securities to be allotted after such expiry and the directors may allot equity securities inpursuance of such offer or agreement as if the power conferred hereby had not expired.

3.8.3 THAT, following the allotment of 4 ordinary shares of £1.00 each in the Company, the 50,004ordinary shares of £1.00 each in the issued share capital of the Company be sub-divided into41,670 ordinary shares of £1.20 each which (save as to nominal value), shall have the samerights and be subject to the same restrictions as the existing ordinary shares in the capital ofthe Company as set out in the Company’s articles of association for the time being.

3.8.4 THAT, following the passing of resolution 3.8.3 above, the 41,670 ordinary shares of £1.20each be sub-divided into:

(a) 41,670 ordinary shares of £0.01 each which (save as to nominal value), shall have thesame rights and be subject to the same restrictions as the existing ordinary shares in thecapital of the Company as set out in the Company’s articles of association for the timebeing; and

(b) 41,670 deferred shares of £1.19 each and such deferred shares shall not have any rightsattached to them save in the event of a liquidation in which case the holders of suchshares are entitled pari passu to any surplus dividends.

3.9 Application has been made for the Ordinary Shares to be admitted to trading on AIM. TheOrdinary Shares are not listed or traded on and no application has been or is being made for theadmission of the Ordinary Shares to listing or trading on any other stock exchange or securitiesmarket.

3.10 Following Admission, share certificates representing the Ordinary Shares to be issued pursuant tothe Placing are expected to be despatched by post to subscribers who wish to receive OrdinaryShares in certificated form, by no later than 24 November 2014. No temporary documents of titlewill be issued in connection with the Placing. Pending the despatch of the definitive sharecertificates, instruments of transfer will be certified against the register of members of the Company.

In respect of subscribers who will receive Ordinary Shares in uncertificated form, Ordinary Shareswill be credited to their CREST stock accounts on 10 November 2014. The Company reserves theright to issue any Ordinary Shares in certificated form should it consider this to be necessary ordesirable.

3.11 Ordinary Shares are being issued pursuant to the Placing at a price of £1.20 per Ordinary Sharewhich represents a premium of £1.19 over their nominal value of £0.01 each. No expenses are beingcharged to any subscriber or purchaser.

3.12 Save in connection with the Placing, there is no present intention to issue any share or loan capitalin the Company following Admission.

3.13 No shares in the capital of the Company are under option or have been agreed, conditionally orunconditionally, to be put under option.

4 Major Shareholders

4.1 The following persons hold, as at the date of this Document, and are expected (based on theinformation available as at the date of this Document), following Admission, to hold directly orindirectly 3 per cent. or more of the Existing Ordinary Shares or Enlarged Share Capital (asappropriate):

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Prior to the Placing andAdmission

Existing Ordinary Shares

Immediately followingthe Placing and

AdmissionOrdinary Shares

Shareholder Number % Number %

MVI LP 41,670 100 7,512,470 29.99Invesco Asset Management Limited 0 0 7,375,000 29.45Artemis Investment Management LLP 0 0 2,497,500 9.97Aviva Investors Global Services Limited 0 0 1,250,000 4.99Schroder Investment Management Limited 0 0 1,250,000 4.99Cenkos 0 0 1,045,477 4.17Premier Fund Managers Limited 0 0 833,333 3.33Brian Kennedy 0 0 833,333 3.33Zeus 0 0 815,479 3.26Eurovestech plc 0 0 750,000 3.00

4.2 None of the holders of Existing Ordinary Shares listed above have voting rights different from theother holders of Existing Ordinary Shares.

4.3 Save as disclosed in this paragraph 4, neither the Company nor the Directors are aware of anyperson or persons who either alone or, if connected, jointly following Admission will (directly orindirectly) exercise or could exercise control over the Company.

4.4 Insofar as is known to the Company, no arrangements are in place, the operation of which may at alater date result in a change of control of the Company.

4.5 City Code

4.5.1 For the purposes of Rule 9 of the City Code (which is described in section 5.2 of this Part IV),the Company understands that the Panel will presume Invesco Asset Management Limited(‘‘IAML’’) and Eurovestech plc and any funds managed or advised by IAML or Eurovestechplc to be acting in concert for the purposes of Rule 9 of the Takeover Code (the ‘‘PotentialConcert Party’’) by virtue of IAML holding 30.29% of the issued ordinary share capital ofEurovestech plc.

4.5.2 Upon Admission, the Potential Concert Party is expected to hold Ordinary Sharesrepresenting 32.45% of the Company’s issued share capital, as follows:

IAML 29.45%

Eurovestech plc 3.00%

4.5.3 The Panel has confirmed that the subscription for Ordinary Shares by IAML and Eurovestechplc described above will not give rise to an obligation of the Potential Concert Party to makean offer pursuant to Rule 9 of the City Code on the basis that the subscription is disclosed inthis document.

4.5.4 Following Admission, the members of the Potential Concert Party will not, without theconsent of the Panel, be able to increase their interests in Ordinary Shares in the Companythrough a Rule 9 threshold (i.e. to or through 30 per cent of the voting rights or any increasebetween (and including) 30 per cent but no more than 50 per cent of the voting rights) withoutincurring an obligation under Rule 9 to make a general offer for the Company.

5 Articles of Association

5.1 The Articles which were adopted pursuant to a special resolution of the Company passed on 10 July2014 contain provisions, inter alia, in respect of the Ordinary Shares, general meetings of theCompany and the directors to the following effect:

5.1.1 Voting Rights

Subject to any rights or restrictions attached to the shares (including as a result of unpaid calls)and/or as mentioned below, on a show of hands every member who (being an individual) ispresent in person or by proxy or (being a corporation) is present by a duly authorised

33

representative and is entitled to have a vote shall upon a show of hands have one vote and ona poll every member who is present in person or by proxy and entitled to vote shall have onevote for every share of which he is the holder. Where, in respect of any shares, any registeredholder or any other person appearing to be interested in such shares fails to comply with anynotice given by the Company under section 793 of the Act, in the reasonable time periodspecified in the notice, the shares in question may be disenfranchised.

5.1.2 General Meetings

An annual general meeting shall be held once a year, within a period of not more than6 months of the Company’s accounting reference date.

Subject to a member’s right to requisition a general meeting pursuant to section 303 of theAct, general meetings of the Company are convened at the discretion of the Board, and withthe exception of the annual general meeting, all such general meetings of the Company shallbe called general meetings.

An annual general meeting shall be called by at least 21 clear days’ notice in writing. Allgeneral meetings shall be called by at least 14 clear days’ notice to the Company regardless ofthe type of resolution being passed (under section 307(1) of the Act). A notice must be servedon a member in accordance with the provisions of the Act, that is, in hard copy form, or wherethe member has consented or is deemed to have consented under the Act, in electronic formor via a website. If the notice contains an electronic address for the Company, a member maysend any Document or information relating to the relevant general meeting to that electronicaddress. Notice shall be given to all members and the directors and the auditors.

The notice shall be exclusive of the day on which it is served or deemed to be served and of theday for which it is given and shall specify the place, day and hour of the meeting. A noticecalling an annual general meeting shall specify the meeting as such and the notice convening ameeting to pass a special resolution shall specify the intention to propose the resolution assuch. Every notice must include a reasonably prominent statement that a member entitled toattend and vote is entitled to appoint a proxy or proxies to attend and, on a poll, vote insteadof him and that a proxy need not be a member of the Company.

A general meeting may be called by shorter notice being less than 14 days with the consent ofmembers who (i) are a majority in number and (ii) hold 95 per cent in nominal value of thevoting shares of the company.

5.1.3 Changes in capital

The Company may by ordinary resolution consolidate and divide its shares, or any of them,into shares of a larger amount. The Company may by ordinary resolution divide all or any ofits share capital into shares of a larger amount or sub-divide all or any of its shares into sharesof a smaller amount.

The Company may, from time to time, by special resolution reduce its share capital, anycapital redemption reserve and any share premium account in any manner authorised, andwith and subject to any incident prescribed or allowed by the Act and the rights attached toexisting shares. Subject to and in accordance with the provisions of the Act, the Company maypurchase its own shares (including redeemable shares).

5.1.4 Variation of Rights

Subject to the Act and every other statute for the time being in force concerning companiesand affecting the Company (the ‘‘Statutes’’), if at any time the capital of the Company isdivided into different classes of shares, all or any of the rights and privileges attached to anyclass of share may be varied or abrogated either:

a) in such a manner (if any) as may be provided by the rights attaching to such class; or

b) in the absence of any such provision, with the consent in writing of the holders of at least75 per cent. of the nominal amount of the issued shares of the relevant class or with thesanction of a special resolution passed at a separate meeting of the holders of the sharesof the relevant class. At any such separate meeting the holders present in person or byproxy of one third of the issued shares of the class in question shall be a quorum.

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The creation or issue of shares ranking pari passu with or subsequent to the shares of any classshall not (unless otherwise expressly provided by these Articles or the rights attached to suchlast-mentioned shares as a class) be deemed to be a variation of the rights of such shares. Areduction of the capital paid up on any shares of any class will not be deemed to constitute avariation or abrogation of the rights attached to those shares. A purchase or redemption bythe Company of any of its own shares in accordance with the provisions of the Statutes and ofthese Articles shall not be deemed to be a variation of the rights attaching to any shares.

5.1.5 Transfer of Shares

The Ordinary Shares may be held in certificated or uncertificated form. Shares inuncertificated form may be transferred otherwise than by written instrument in accordancewith the Statutes and relevant subordinate legislation.

Transfers of shares in certificated form may be effected by an instrument in writing in anyusual or common form or in any other form acceptable to the directors. Any instrument oftransfer shall be signed by or on behalf of the transferor and (except in the case of fully paidshares) by or on behalf of the transferee. The transferor shall be deemed to remain the holderof the shares until the name of the transferee is entered in the Company’s register of members.

The directors may, in their absolute discretion (but subject to any rules or regulations of theLondon Stock Exchange or any rules published by the FSA applicable to the Company fromtime to time) and without assigning any reason therefore, refuse to register the transfer of ashare which is in respect of a share which is not fully paid, or which is in favour of more thanfour joint transferees or which is in respect of more than one class of shares or which has notbeen presented for registration duly stamped accompanied by the share certificates for theshares to which the transfer relates and such other evidence as the directors may reasonablyrequire to show the right of the transferor to make the transfer.

5.1.6 Dividends and other distributions

Subject to the provisions of the Statutes and the Articles, the Company may by ordinaryresolution declare dividends to be paid to the members in accordance with their respectiverights and interests in the profits, but not exceeding the amount recommended by thedirectors.

No dividends or moneys payable by the Company in respect of a share shall bear interest asagainst the Company unless otherwise provided by the rights attached to the share.

The directors may pay interim dividends if it appears to them that they are justified by theprofits of the Company available for distribution.

The Directors may, by ordinary resolution of the Company, direct that dividends be paidotherwise than in cash, for example in the form of shares or debentures.

All unclaimed dividends or other sums payable on or in respect of a share may, after one yearof being declared, be invested or otherwise made use of by the Directors for the benefit of theCompany until claimed and the Company shall not be constituted a trustee in respect thereof.Any dividend which is unclaimed for a period of 12 years from the date on which the dividendbecame due for payment shall be forfeited and cease to remain owing by the Company.

5.1.7 Borrowing Powers

The Directors may exercise all the powers of the Company to borrow money, to indemnifyand guarantee, to mortgage or charge all or any part of its undertaking, property and assetsboth present and future (including uncalled capital) and, subject to the Act, to issuedebentures, loan stock or any other securities, whether outright or as collateral security forany debt, liability or obligation of the Company or any third party.

5.1.8 Constitution of board of directors

The minimum number of directors shall not be less than two and there shall be no maximumnumber of directors.

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5.1.9 Retirement of directors by rotation

At every annual general meeting of the Company each director shall retire from office savethat the board of directors in office at the date of adoption of the Articles shall retire fromoffice at the second annual general meeting held by the Company.

5.1.10 Remuneration of directors

Each of the Directors may be paid a fee at such rate as may from time to time be determinedby the Board. A fee payable to a Director pursuant to this Article is distinct from any salary,remuneration or other amount payable to him pursuant to other provisions of the Articles andaccrues from day to day.

Each director may also be paid all reasonable travelling, hotel and other expenses properlyincurred by him in respect of or about the performance of his duties as a director including anyexpenses incurred in connection with his attendance at meetings of the directors of theCompany or otherwise in the discharge of his duties as a director.

If by arrangement with the Board any director performs special duties or services outside hisordinary duties as a director (and not as an executive or employee) he may be paid suchreasonable additional remuneration as the Board may determine. The salary or remunerationof any director who holds an employment or executive office may be either a fixed sum ofmoney, or may altogether or in part be governed by business done or profits made orotherwise determined by the Board, and may be in addition to or in lieu of any fee payable tohim for his services as a director.

5.1.11 Permitted interests of directors

Subject to the provisions of the Act and provided he has declared the nature and extent of hisinterest in accordance with the requirements of the Act, a director who is in any way, whetherdirectly or indirectly, interested in an existing or proposed transaction or arrangement withthe Company may be (a) interested in any transaction or arrangement with the Company or inwhich the Company is otherwise interested; (b) act by himself through his firm in aprofessional capacity for the Company (otherwise than as auditor) and he or his firm shall beentitled to remuneration for professional services as if he were not a director; (c) become adirector or other officer of, or be employed by, or a party to a transaction or arrangementwith, or otherwise interested in, any body corporate in which the Company is otherwiseinterested; and (d) hold any office or place of profit with the Company (except as auditor) inconjunction with his office as a director for such period and upon such terms, including as toremuneration, as the Board may decide.

A director shall not, save as he may otherwise agree, be accountable to the Company for anybenefit which he derives from any such contract, transaction or arrangement or from any suchoffice or employment or from any interest in any such body corporate and no such contract,transaction or arrangement shall be liable to be avoided on the grounds of any such interest orbenefit.

5.1.12 Restrictions on voting by directors

A director shall not vote or be counted in the quorum on any resolution concerning his ownappointment as the holder of any office or place of profit with the Company or any company inwhich the Company is interested.

A director shall not be entitled to vote or be counted in the quorum on any resolution whichmay give rise to a conflict of interest but is entitled to vote and be counted in the quorum inrespect of any resolution concerning any of the following matters:

a) the giving of any security, guarantee or indemnity in respect of money lent or obligationsincurred by him or any other person at the request of or for the benefit of the Companyor any of its subsidiary undertakings;

b) the giving of any security, guarantee or indemnity to a third party in respect of a debt orobligation of the Company or any of its subsidiary undertakings for which he hasassumed responsibility in whole or in part either alone or jointly with others, under aguarantee or indemnity or by the giving of security;

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c) any proposal or contract concerning an offer of shares or debentures or other securitiesof or by the Company or any of its subsidiary undertakings for subscription or purchasein which placing he is or is to be interested as a holder of securities or as a participant inthe undertaking or sub-underwriting thereof;

d) any arrangement for the benefit of employees of the Company or any of its subsidiarieswhich only gives him benefits which are generally given to employees to whom thearrangement relates.

e) any arrangement concerning any other company in which he is interested, directly orindirectly and where as an officer or member or otherwise howsoever provided that he(together with any person connected (within the meaning of section 252 of the Act) withhim) knows he is not the holder of or interested in shares representing one per cent. ormore of any class of the equity share capital or voting rights;

f) a contract relating to a pension, superannuation or similar scheme or a retirement, death,disability benefits scheme or employees’ share scheme which gives the Director benefitswhich are also generally given to the employees to whom the scheme relates; and

g) any contract for insurance against any liability of any directors or any group of peoplewhich include directors which the Company can buy or renew.

The Board may, in accordance with the Articles authorise any matter or situation which if notso authorised would involve a Director breaching his duty under the Act to avoid conflicts ofinterest.

5.1.13 Redeemable shares

Subject to the Act and to any rights attaching to existing shares, any share may be issuedwhich can be redeemed or can be liable to be redeemed at the option of the Company or theholder. The Board may determine the terms, conditions and manner of redemption of anyredeemable shares which are issued. Such terms and conditions shall apply to the relevantshares as if the same were set out in the Articles.

5.1.14 Conversion of shares

The Company may from time to time, by ordinary resolution and subject to the Act, convertall or any of its fully paid shares into stock of the same class and denomination and may fromtime to time in like manner convert such stock into fully paid up shares of the same class anddenomination.

5.1.15 Rights to Share in any surplus in the event of liquidation

In the event of liquidation of the Company the holders of the shares are entitled parri passu toany surplus dividends. A liquidator may, with the sanction of an extraordinary resolution,divide the assets among the members in specie.

5.2 Sell-out Rules, Squeeze-out Rules and Takeover Bids

5.2.1 Mandatory bid

The City Code applies to the Company. Under the City Code, if an acquisition of OrdinaryShares and/or interests therein were to increase the aggregate holding of the acquirer and itsconcert parties to shares carrying 30 per cent. or more of the voting rights in the Company, theacquirer and, depending on the circumstances, its concert parties, would be required (exceptwith the consent of the Takeover Panel) to make a cash offer for the Ordinary Shares at aprice not less than the highest price paid for the Ordinary Shares by the acquirer or its concertparties during the previous 12 months.

This requirement would also be triggered by any acquisition of Ordinary Shares and/orinterest therein by a person holding (together with its concert parties) shares carrying between30 and 50 per cent. of the voting rights in the Company if the effect of such acquisition were toincrease that person’s percentage of the total voting rights of the Company.

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5.2.2 Squeeze-out

Under the Act, if an offeror were to acquire 90 per cent. of the Ordinary Shares to which anoffer relates, within four months of making its offer it could then compulsorily acquire theremaining 10 per cent. It would do so by sending a notice to outstanding Shareholders tellingthem that it will compulsorily acquire their shares and then, six weeks later, it would execute atransfer of the outstanding shares in favour of the offeror and pay the consideration to theCompany, which would hold the consideration in trust for outstanding Shareholders.

The consideration offered to the Shareholders whose shares are compulsorily acquired underthe Act must, in general, be the same as the consideration that was available under thetakeover offer unless the Shareholders can show that the offer value is unfair.

5.2.3 Sell-out

The Act also gives minority Shareholders a right to be bought out in certain circumstances byan offeror who had made a takeover offer. If a takeover offer related to all the OrdinaryShares and at any time before the end of the period within which the offer could be accepted,the offeror held or had agreed to acquire not less than 90 per cent. of the Ordinary Shares, anyholder of shares to which the offer relates who has not accepted the offer can by a writtencommunication to the offeror require it to acquire those shares. The offeror would be requiredto give any Shareholder notice of his right to be bought out within one month of that rightarising.

The offeror may impose a time limit on the rights of minority Shareholders to be bought out,but that period cannot end less than three months after the end of the acceptance period. If aShareholder exercises its rights, the offeror is bound to acquire those shares on the terms ofthe offer or on such other terms as may be agreed.

5.2.4 There have been no public takeover bids by third parties in respect of the Company’s equitysince incorporation.

6 Directors’ Interests

6.1 The following persons are directors of the Company:

Avril Palmer-Baunack (Executive Chairman)

James Corsellis (Executive Director)

Mark Brangstrup Watts (Executive Director)

6.2 Until the Company makes an acquisition the business address of all of the Directors is20 Buckingham Street, London, WC2N 6EF.

6.3 None of the Directors or any member of their family (which shall bear the meaning given to it as setout in the AIM Rules for Companies) will hold an interest in the issued ordinary share capital of theCompany required to be notified to the Company pursuant to Rule 17 of the AIM Rules forCompanies.

6.4 Each of the Directors (as the Executive Founders) has a direct or an indirect interest in the Groupby virtue of their shareholding in H.I.J. as set out below.

Registered HolderNo. of H.I.J. Executive

Founder Shares

Avril Palmer-Baunack 202,500Marwyn Long Term Incentive LP1 202,500

1A limited partnership in which James Corsellis and Mark Bangstrup Watts are limited partners.

6.5 In respect of the Directors, other than set out below, there are no conflicts of interest between anyduties they have to the Company and their private interests and/or other duties they may have:

. Mark Brangstrup Watts and James Corsellis are both directors of MAML (the manager ofMVI LP);

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. Mark Brangstrup Watts and James Corsellis are both managing partners of MIM LLP(adviser for MVI LP);

. Mark Brangstrup Watts and James Corsellis are both managing partners of Marwyn Capitalwhich is providing corporate finance and business services to the Company pursuant to theMarwyn Corporate Finance Advisory and Office Agreement (see paragraph 9.4 of Part IV ofthis document). Pursuant to the incentivisation scheme detailed in paragraph 7 of Part I of thisdocument there are certain leaver provisions attached to the Executive Founder Shares whichrely on the continuation of the Marwyn Corporate Finance Advisory and Office Agreement;

. Mark Brangstrup Watts and James Corsellis indirectly own 100% of Axio Capital SolutionsLimited (secretary of the Company and H.I.J.);

. Mark Brangstrup Watts and James Corsellis indirectly own 100% of the current issued sharesof the Company immediately prior to Admission; and

. the Executive Founders have direct or indirect interests in H.I.J. as detailed in paragraph 7 ofPart I of this document.

6.6 There are no outstanding loans granted by any member of the Company to the Directors or anyguarantees provided by any member of the Company for the benefit of the Directors.

6.7 No Director has or has had any interest in any transaction which is or was unusual in its nature orconditions or which is or was significant in respect of the business of the Company and which waseffected by any member of the Company since incorporation, or which was effected during anearlier financial year and remains in any respect outstanding or unperformed.

6.8 There are no arrangements or understandings between the Directors and any major shareholder,customer or supplier of the Group pursuant to which any Director was selected or will be selectedas a member of the administrative, management or supervisory bodies or member of seniormanagement of the company.

6.9 Save as referred to in paragraph 14 of Part I and detailed in paragraphs 9.1 and 9.6 of this Part IV ofthis Document, there are no restrictions on any Director (whether directly or indirectly) on thedisposal within a period of time of their holding of Ordinary Shares.

6.10 None of the Directors nor any member of their respective families (as defined in the AIM Rules forCompanies) has a related financial product (as defined in the AIM Rules for Companies)referenced to the Ordinary Shares.

6.11 Arrangements have been put in place to incentivise the Directors and details of these arrangementsare set out in paragraph 7 of Part I of this Document.

7 Directors’ service contracts

7.1 The Company has entered into the following agreements with the Directors (all of which areconditional upon Admission):

7.1.1 A service agreement dated 23 October 2014 between the Company and Avril Palmer-Baunack whereby Avril has agreed to serve the Company as an executive director; to assistthe Board in the management of the day to day activities of the Company; identify anacquisition target list and evaluate suitability; liaise with potential acquisition targets, carryout legal, financial and commercial due diligence and identify and liaise with potentialcandidates for roles within the Company.

Avril is due to receive a fixed annual salary of £250,000 payable in equal monthly instalmentsin arrears. The salary is under annual review, the first review is to be in December 2014. Theannual review is without obligation to increase (but the salary shall not be reduced).

The service agreement contains a bonus arrangement which is dependant on the completionof the first acquisition of a trading business or company by the Company (or H.I.J.). Once thiscondition is satisfied Avril shall be entitled to an amount equal to 0.5 percent of the enterprisevalue of the transaction, as calculated by the Board (or the Remuneration Committee, if onehas been established) in its sole and absolute discretion. There is no entitlement should Avril’semployment cease prior to completion of the first acquisition.

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The Company can also decide to pay a deal bonus from time to time of such amount as theBoard (or Remuneration Committee, if one has been established) shall determine (in its owndiscretion).

The Company shall pay premiums to a private medical insurance scheme (in respect of Avriland any dependant children) with the level of benefits to be determined by the Board (orRemuneration Committee, if one has been established) in its absolute discretion.

The service agreement may be terminated by either party on not less than 12 months priorwritten notice. If the Company has not (directly or indirectly) made an acquisition of a tradingcompany by the second anniversary of the Effective Date of the service agreement, eitherparty may terminate the Service Agreement on one month’s notice in writing.

The Effective Date will be the date of Admission. The Company will not be liable foranything under the service agreement prior to the Admission date.

The service agreement is governed by the laws of England.

7.1.2 A service agreement dated 23 October 2014 between the Company and James Coreselliswhereby James has agreed to serve the Company as an executive director and to assist theBoard in the management of the day to day activities of the Company.

James is due to receive a fixed annual salary of £1.00 prior to the acquisition by the Companyof a trading company or business. Following completion of the acquisition of a tradingcompany or business by the Company or H.I.J., James will be entitled to a fixed annual salaryas determined by the Board (or the Remuneration Committee if one has been established).

The service agreement may be terminated by either party upon not less than 12 months priorwritten notice. If the Company has not (directly or indirectly) made an acquisition of a tradingcompany by the second anniversary of the Effective Date of the service agreement, eitherparty may terminate the service agreement on one month’s notice in writing.

The Effective Date will be the date of Admission. The Company will not be liable foranything under the contract prior to the Admission date.

The service agreement is governed by the laws of England.

7.1.3 A service agreement dated 23 October 2014 between the Company and Mark BrangstrupWatts whereby Mark has agreed to serve the Company as an executive director and to assistthe Board in the management of the day to day activities of the Company.

Mark is due to receive a fixed annual salary of £1.00 prior to the acquisition by the Companyof a trading company or business. Following completion of the acquisition of a tradingcompany or business by the Company or H.I.J., Mark will be entitled to a fixed annual salaryas determined by the Board (or the Remuneration Committee if one has been established).

The service agreement may be terminated by either party on not less than 12 months priorwritten notice in writing. If the Company has not (directly or indirectly) made an acquisitionof a trading company by the second anniversary of the Effective Date of the serviceagreement, either party may terminate the service agreement on one month’s notice inwriting.

The Effective Date will be the date of Admission. The Company will not be liable foranything under the contract prior to the Admission date.

The service agreement is governed by the laws of England.

7.2 Other than as disclosed in paragraph 7.1 above no member of the Company is party to any servicecontract with any of the Company’s directors which provides for benefits on the termination of anysuch contract.

7.3 No sums have been set aside or accrued by the Company or any member of the Company to providepension, retirement, or similar benefits for the Directors.

7.4 There is no arrangement under which any Director has waived or agreed to waive futureemoluments.

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8 Additional information on the Directors

8.1 Other than directorships of the Group, the Directors have been directors or partners in thefollowing companies or partnerships within the five years prior to the date of this Document:

Name Current Past

Avril Palmer-Baunack Redde plc (formerly HelphireGroup plc)

Molins Public LimitedCompany

Quartix Holdings Limited

Acumen Distribution Services Holdings LimitedAcument Distribution Service LimitedAlexon Group plcAnsa Logistics LimitedAscio LimitedAutobintelligent LimitedAutocar & Transporters LimitedAutocar Logistics LimitedAutolink LimitedAutologic Central Staff LimitedAutologic Holdings LimitedAutologic Investments LimitedAutologic Services LimitedAutorisk Management LimitedAutoteq LimitedAutotrax LimitedAxial Holdings LimitedAxial Logistics LimitedAxial Technical Services LimitedAxial UK LimitedBanister Land LimitedBike Bitz LimitedBride Parks (Luton) LimitedCar Transport Processing U.K. LimitedCars Cars Cars LimitedCopart UK LimitedCorkdean LimitedCornville LimitedCopart LtdEnable Cars LimitedEnable Vans LimitedFirst Fleet LimitedHelphire Group plcParagon Vehicle Services LimitedSalvage Direct LimitedSelect Online Services LimitedSensible Automotive LimitedSOS Group LimitedStobart Automotive LimitedTrans Auto Movements LimitedUniversal ATF Network LimitedUniversal Auctions LimitedUniversal Automotive Solutions LimitedUniversal Car Auctions LimitedUniversal Environmental Services LimitedUniversal Logistics LimitedUniversal Salvage LimitedUniversal Salvage Auctions LtdUniversal Salvage Employees’ Trustees LimitedUniversal Salvage (UK) LimitedUniversal Salvage Services LimitedUniversal Select LimitedUniversal Vehicle Auctions LimitedUniversal Vehicle Rental LimitedUniversal Vehicle Services LimitedUSalvage LimitedWalon Automotive Services LimitedWalon Limited

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Name Current Past

James Corsellis Entertainment One LimitedMarwyn Asset Management

LimitedMarwyn Capital Growth GP

LimitedMarwyn Capital LLPMarwyn General Partner LLPMarwyn Investment

Management LLPMarwyn Investment Partners

LLPMarwyn Management

Partners LPMarwyn Operating Partners

LLPMarwyn 10 Buckingham

Street LLPMarwyn 11 Buckingham

Street LLPMarwyn Value Investors

(Unlisted Feeder) LimitedOrpheus Capital LimitedMarwyn Capital Growth LPThe Marwyn TrustMarwyn Management

Partners PLCMarwyn Management

Partners Subsidiary LimitedSilvercloud Management

Holdings PLCMarwyn Long Term

Incentive LP

Breedon Aggregates LimitedEntertainment One UK Holdings LimitedFulcrum Utility Services LimitedFulcrum Utility Investments Limitedicollector plcicollector.com LimitedInteractive Collector LimitedLuxup Holdings LimitedLuxup UK Business LimitedLuxup UK LLPLuxup UK Member LimitedMarwyn (Catalina) LLPMetropolitan European Transport plc, now know as

Metropolitan European Transport LimitedMarwyn General Partner II LimitedMarwyn Management General Partner LimitedMarwyn Opportunities 1 LimitedMarwyn Management Partners II LPMarwyn Management Investors LPMarwyn TrustMarwyn Value Investors LimitedOrpheus Capital Partners LLPRomana Capital LLP

Mark Brangstrup Watts Marwyn 10 BuckinghamStreet LLP

Marwyn 11 BuckinghamStreet LLP

Marwyn Capital LLPMarwyn Capital Growth LPMarwyn Capital Growth GP

LimitedMarwyn General Partner LLPMarwyn Investment

Management LLPMarwyn Investment Partners

LLPMarwyn Management

Partners LPMarwyn Operating Partners

LLPThe Marwyn TrustOrpheus Capital LimitedMarwyn Management

Partners PLCMarwyn Management

Partners Subsidiary LimitedSilvercloud Management

Holdings PLCSilvercloud Investments

LimitedLe Chameau Holdings

LimitedMarwyn Asset Management

LimitedMarwyn Long Term Incentive

LP

Advanced Computer Software Group plcBusiness Systems Group Holdings plcDiana Award (Trustee)Entertainment One LimitedFulcrum Connections LimitedFulcrum Gas Services LimitedFulcrum Group Holdings LimitedFulcrum Pipelines LimitedFulcrum Utility Services LimitedFulcrum Utility Investments LimitedFulcrum Infrastructure Services LimitedLuxup UK Business LimitedLuxup UK LLPLuxup UK Member LimitedMarwyn (Catalina) LLPMarwyn Asset Management SPCMarwyn Management General Partner LimitedMarwyn TrustMelorio plc, now known as Pearson in

Practice Holdings LimitedMET Deutschland GmbHMetropolitan European Transport plc, now known

as Metropolitan European Transport LimitedOrpheus Capital Partners LLPParagon Entertainment LimitedParagon Entertainment Investments LimitedPraesepe plcPraesepe (Jersey) LimitedRomana Capital LLPSilverdell plc

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8.2 Save as disclosed below, none of the Directors has:

8.2.1 any unspent convictions in relation to indictable offences;

8.2.2 been subject to any bankruptcies or individual voluntary arrangements;

8.2.3 been a director of a company which has been placed in receivership, compulsory liquidation,creditors’ voluntary liquidation, administration, been subject to a company voluntaryarrangement or any composition or arrangement with its creditors generally or any class ofits creditors, whilst he was a director of that company or within the 12 months after he hadceased to be a director of that company;

8.2.4 been a partner in or member of any partnership which has been placed in compulsoryliquidation, administration or been the subject of a partnership voluntary arrangement, whilsthe was a partner in that partnership or within the 12 months after he ceased to be a partner inthat partnership;

8.2.5 been the owner of any asset which has been placed in receivership or a partner in anypartnership which has been placed in receivership whilst he was a partner in that partnershipor within the 12 months preceding such events;

8.2.6 been publicly criticised by any statutory or regulatory authorities (including recognisedprofessional bodies); or

8.2.7 been disqualified by a court from acting as a director of any company or from acting in themanagement or conduct of the affairs of a company.

8.3 Other than as disclosed in paragraph 8.4, there are no further disclosures to be made in accordancewith paragraph (g) of Schedule Two of the AIM Rules for Companies.

8.4 James Corsellis

James Corsellis was appointed as a director of Luxup UK Member Limited, a member of LuxupUK LLP, on 13 June 2012. On 18 March 2013, the company was put into voluntary creditorsliquidation and subsequently dissolved on 14 January 2014.

James Corsellis resigned as a member of Luxup UK LLP on 13 June 2012. On 18 March 2013Luxup UK LLP was put into voluntary creditors liquidation and subsequently dissolved on 4 June2014. Luxup UK LLP was an e-commerce start-up company in the luxury goods sector.

Mark Brangstrup Watts

Mark Brangstrup Watts was appointed as a director of Luxup UK Member Limited, a member ofLuxup UK LLP, on 13 June 2012. On 18 March 2013, the company was put into voluntary creditorsliquidation and subsequently dissolved on 14 January 2014.

Mark Brangstrup Watts resigned as a member of Luxup UK LLP on 13 June 2012. On 18 March2013 Luxup UK LLP was put into voluntary creditors liquidation and subsequently dissolved on4 June 2014. Luxup UK LLP was an e-commerce start-up company in the luxury goods sector.

Mark Brangstrup Watts was appointed a director of Silverdell plc on 24 March 2006 and resigned on10 December 2013. Silverdell plc entered administraition on 28 January 2014.

Mark Brangstrup Watts was a director of Pleasant People Limited which went into voluntarymembers liquidation on 21 April 2005, whilst he was still a director.

9 Material Contracts

The following contracts (a) have been entered into by the Company since incorporation, not beingcontracts entered into in the ordinary course of business; or (b) are, or may be, contracts enteredinto by the Company which are material or contain, or may contain, provisions under which theCompany has an obligation or entitlement which is material to the Company as at the date of thisDocument:

9.1 the Placing Agreement dated 23 October 2014 between (1) Cenkos; (2) the Company (3) theDirectors (4) H.I.J. and (5) Zeus pursuant to which Cenkos and Zeus agree to act as agents for theCompany to use their reasonable endeavours to procure subscribers for the Placing Shares at thePlacing Price pursuant to which:

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(a) Cenkos and Zeus have agreed (conditionally, inter alia, on Admission taking place not laterthan 24 November 2014) to act as agents for the Company to use its reasonable endeavours toprocure subscribers for the new Placing Shares at the Placing Price;

(b) subject to the Placing Agreement becoming unconditional the Company has agreed to payCenkos a commission of 3.5 per cent. on the aggregate value at the Placing Price of the PlacingShares placed by Cenkos and a corporate finance fee of £235,000, together in each case withany applicable VAT and has agreed to pay to Zeus a commission of 3.5 per cent. on theaggregate value at the Placing Price of the Placing Shares placed by Zeus plus any applicableVAT;

(c) the Company will pay certain other reasonable costs, charges and expenses (including anyapplicable VAT) of and incidental to, the Placing and the subscription of any H.I.J. InvestorFounder Shares by the Investor Founders including all fees and expenses payable inconnection with Admission, expenses of the Registrars, printing expenses, postage and allother legal, accounting and other professional fees and expenses (subject to certain caps, asappropriate);

(d) the Placing Agreement contains representations and warranties given by the Company andthe Directors and indemnities given by the Company and H.I.J. to Cenkos and Zeus as to theaccuracy of the information contained in this document and other matters relating to theGroup. Cenkos and Zeus are entitled to terminate the Placing Agreement in certain specifiedcircumstances prior to Admission; and

(e) each Director undertakes to Cenkos, Zeus and the Company that, if he or she or any of his orher associates (as such term is defined in the definition of related party in the AIM Rules forCompanies) (an ‘‘Associate’’) holds any Ordinary Shares within the first year followingAdmission, he or she will not and will procure that his or her Associates do not sell, transfer,dispose of, or otherwise effect any reduction in his, her or their ‘‘interest’’ (as determinedpursuant to sections 820-825 of the Companies Act) in Ordinary Shares in which he, she orthey are interested during such period (which, for the avoidance of doubt, shall include anywarrants or options granted to subscribe for new Ordinary Shares). These restrictions do notapply in certain circumstances including the transfer of Ordinary Shares from MIM LLP toMVI LP before, upon or shortly following Admission.

9.2 a Nomad and Joint Broker Agreement (‘‘Agreement’’) dated 23 October 2014 between Cenkos andthe Company pursuant to which Cenkos will provide the Company with certain services includingacting as the Company’s nominated adviser in accordance with the AIM Rules for Companies andAIM Rules for Nominated Advisers, co-ordinating communications and acting as primary contactwith the AIM team, providing advice and guidance in relation to the AIM Rules for Companies,advising on the content and release of announcements through an approved RegulatoryInformation Service and proving preliminary advice to the Company on anticipated marketreaction to new corporate initiatives. Cenkos will also provide general broker services. There is anon-refundable retainer arrangement of £50,000 per annum (exclusive of VAT and disbursements),which will be payable in two instalments, 6 monthly in advance. The retainer is subject to review oncompletion of a substantial acquisition and each year on the anniversary of the date of theagreement. A separate fee is to be paid if Cenkos act for the Company in connection with atransaction that is not covered by the annual retainer. The agreement can be terminated at any timeafter the first anniversary of the date of the agreement by Cenkos or the Company giving to theother not less than 3 months’ prior written notice. The Company provides an indemnity in favour ofCenkos in relation to any loss suffered arising from the provision of services set out above save inrespect of loss arising from the negligence or fraudulent behaviour of Cenkos.

9.3 a Joint Broker Agreement (‘‘JB Agreement’’) dated 23 October 2014 between Zeus and theCompany pursuant to which Zeus will provide the Company with certain services including actingas joint broker for the purposes of the AIM Rules for Companies. Zeus is entitled to receive anannual retainer fee of £25,000 (exclusive of VAT and disbursements) which shall be payablequarterly by the Company. If the Company successfully completes an acquisition followingAdmission, the annual retainer fee payable to Zeus shall increase to £40,000 (exclusive of VAT anddisbursements). The JB Agreement is fixed for a period of 12 months from the date of the JBAgreement and can be terminated by either party giving not less than 3 months’ prior noticethereafter. The Company provides an indemnity in favour of Zeus in relation to any loss suffered

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arising from the provision of services under the JB Agreement, except in the circumstances that theloss arising is in respect of fraud, negligence or wilful default of Zeus;

9.4 the service contracts referred to in paragraph 7 of this Part IV;

9.5 the Marwyn Corporate Finance Advisory and Office Agreement dated 23 October 2014 betweeneach of (1) Marwyn Capital LLP and (2) the Company pursuant to which Marwyn Capital LLP hasagreed to provide corporate finance advice and various office and finance support services to theCompany. A fee of £20,000 payable monthly in arrears shall be payable by the Company toMarwyn Capital LLP in respect of rent and office services. A fee equal to 0.5% of the enterprisevalue of the relevant target company on successful completion of its first acquisition will be payableby the Company to Marwyn Capital LLP in respect of the corporate finance services provided to it.Any fees on subsequent acquisitions will be agreed in writing between the Company andMarwyn Capital LLP on a transaction by transaction basis. The Company has agreed to reimbursefor all out of pocket expense incurred by Marwyn Capital LLP which includes any costs of MarwynCapital LLP’s legal or other professional advisers. Marwyn Capital LLP may terminate theappointment immediately if the Company commits a material breach of the terms of the agreementor if the Company fails to accept the advice of Marwyn Capital LLP on a material matter. Eitherparty may terminate the appointment upon the giving of twelve months’ written notice after theexpiry of the initial term of 12 months. Further either party may terminate the provision of theoffice services upon the giving of twelve months’ written notice after the expiry of the initial term of12 months, in which case the fixed fee will be reduced to £15,000 per month. Under the agreement,the Company has agreed to indemnify Marwyn Capital LLP and its associates in respect of theappointment save in respect of the negligence or fraudulent behaviour of Marwyn Capital LLP. Theagreement is governed by English law;

9.6 the Axio Agreement dated 14 July 2014 between each of (1) Axio Capital Solutions Limited and(2) the Company pursuant to which Axio will provide certain company secretarial services to theCompany and certain company secretarial services, registered agent services and accountingservices to H.I.J. A minimum fee of £650 per month is payable monthly in arrears and is due inrespect of the company secretarial and administration services provided to each member of theGroup and a minimum fee of £350 per month is payable monthly in arrears and in respect ofaccounting services provided to H.I.J Limited. If the time spent by Axio exceeds the minimum fees,fees will be charged at their prevailing charge out rate. In addition Axio charge an annualresponsibility fee of £1,900 payable annually in advance in respect of each Group Company; and

9.7 a letter to the Company from each of MVI LP, MAML and MIM LLP to be dated 23 October 2014pursuant to which MVI LP, MAML and MIM LLP agree that they will not and will procure thattheir related parties (as defined in the AIM Rules for Companies) do not (subject to certainexceptions) sell, transfer, dispose of, or otherwise effect any reduction in their interest in OrdinaryShares for a period of 12 months from Admission.

10 Employees and Persons

10.1 The Company has no employees other than the executive directors.

10.2 The Company does not currently operate any pension schemes, but may implement a pensionscheme in the future.

11 Related Party Transactions

Other than as set out in paragraphs 9.4 and 9.5 of this Part IV, Company is not party to any relatedparty transactions.

12 Working Capital

The Directors are of the opinion, having made due and careful enquiry, that, taking into account thenet proceeds of the Placing and the existing resources available to the Company, the Company hassufficient working capital for its present requirements, that is for at least 12 months from the date ofAdmission.

13 Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings whichare pending or threatened of which the Company is aware) which may have or have had in the

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12 months preceding the date of this Document a significant effect on the Company’s financialposition or profitability.

14 Significant Change

Save for the changes in share capital as set out in paragraph 3 of this Part IV, the contingentliabilities assumed by the Company under the Placing Agreement, Agreement, JB Agreement, theMarwyn Corporate Finance Advisory and Office Agreement and the Axio Agreement as set out inparagraphs 9.1, 9.2, 9.3, 9.5 and 9.6 and the Directors’ service agreements as set out in paragraph 7of this Part IV, and the expenses of the Company referred to in paragraph 16.10 of this Part IV, (allof which have caused a significant change in the financial position of the Group due to the Companyand H.I.J. being newly established companies which have not commenced trading), there has beenno significant change in the financial or trading position of the Company since 30 April 2014, beingthe date as at which the financial information of the Company has been reported on in Section B ofPart III of this document was prepared.

15 United Kingdom Taxation

The following statements are intended only as a general guide to current UK tax legislation and tothe current practice of HM Revenue & Customs (‘‘HMRC’’) and may not apply to certainShareholders in the Company, such as dealers in securities, insurance companies and collectiveinvestment schemes. They relate (except where stated otherwise) to persons who are resident andordinarily resident in the UK for UK tax purposes, who are beneficial owners of Ordinary Sharesand who hold their Ordinary Shares as an investment (and not as employment related securities).Any person who is in any doubt as to his or her tax position, or who is subject to taxation in anyjurisdiction other than that of the UK, should consult his or her professional advisers immediately.

(a) Dividends

(i) Withholding at source

The Company will not be required to withhold at source on account of UK tax whenpaying a dividend.

(ii) Individual Shareholders

An individual Shareholder who is resident in the UK (for UK tax purposes) and whoreceives a dividend from the Company will generally be entitled to a tax credit whichsuch Shareholder may set off against his total income tax liability on the dividend. Thetax credit will be equal to 10 per cent. of the aggregate of the dividend and the tax credit(the ‘‘gross dividend’’), which is also equal to one-ninth of the cash dividend received.

An individual Shareholder who is liable to income tax only at the basic rate will besubject to tax on the dividend at the rate of 10 per cent. of the gross dividend but the taxcredit will satisfy in full such Shareholder’s liability to income tax on the dividend. Anindividual Shareholder who is liable to income tax at the higher rate will be liable to taxon the gross dividend at the rate of 32.5 per cent. An individual Shareholder who is liableto tax at the ‘‘additional’’ (currently 45 per cent.) rate will be liable to tax on the grossdividend at the rate of 37.5 per cent. The gross dividend will be regarded as the top sliceof the Shareholder’s income. After taking into account the 10 per cent. tax credit, ahigher rate tax payer will have to account for additional tax equal to 22.5 per cent. of thegross dividend (which is also equal to 25 per cent. of the net cash dividend received). Anindividual paying ‘additional’ rate income tax will have to account, after taking intoaccount the 10 per cent. tax credit, for tax equal to 27.5 per cent. of the gross dividend(which is also equal to approximately 30.56 per cent. of the net cash dividend received).

An individual Shareholder cannot claim payment of the tax credit from HMRC, even ifthe tax credit exceeds the liability of the Shareholder to pay income tax on the dividendin question.

Individual Shareholders who are not resident in the UK for tax purposes should consulttheir own advisers concerning their tax liabilities on dividends received. They shouldnote that they will not generally be entitled to claim payment of any part of their taxcredit from HMRC under any double taxation treaty or otherwise or such claim may benegligible.

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(iii) Other Shareholders

Shareholders who are within the charge to UK corporation tax will be subject tocorporation tax on dividends paid by the Company, unless the dividends fall within anexempt class and certain other conditions are met. Whether an exempt class applies andwhether the other conditions are met will depend on the circumstances of the particularShareholder, although it is expected that the dividends paid by the Company wouldnormally be exempt. Such Shareholders will not be able to claim repayment of taxcredits attaching to dividends.

UK pension funds and charities are generally exempt from tax on dividends which theyreceive but they are not entitled to claim repayment of the tax credit.

(b) Chargeable Gains

For the purpose of UK tax on chargeable gains, the amounts paid by a Shareholder forOrdinary Shares or Placing Shares will generally constitute the base cost of his holdings ineach type of security. If a Shareholder who is resident in the UK (for UK tax purposes)disposes of all or some of his Ordinary Shares or Placing Shares, a liability to tax onchargeable gains may arise. This will depend on the base cost which can be allocated againstthe proceeds, the Shareholder’s circumstances and any reliefs to which they are entitled. In thecase of corporate Shareholders, indexation allowance may apply to any amount paid for theOrdinary Shares or Placing Shares.

The current rate of capital gains tax for individuals liable to income tax at the higher or‘‘additional rate’’ is 28 per cent. Individuals whose taxable income for the year in question isless than the upper limit of the basic rate income tax band (£31,865 for 2014/15) are subject tocapital gains tax at the rate of 18 per cent., except to the extent that the aggregate of their totaltaxable income and chargeable gains (less allowable deductions) in that year exceeds theupper limit of the basic rate income tax band. Any such excess over the upper limit is subjectto tax at the rate of 28 per cent. For trustees and personal representatives, the rate of capitalgains tax is 28 per cent. Corporate Shareholders suffer tax on capital gains at the prevailingrate of corporation tax applicable to them (for companies that are not small companies,currently 21 per cent. in April 2014 and falling to 20 per cent. in April 2015 in accordance withthe provisions set out in the Finance Act 2013).

Shareholders who are not resident in the UK for tax purposes may not, depending on theirpersonal circumstances, be liable to UK taxation on chargeable gains arising from the sale orother disposal of their Ordinary Shares or Placing Shares (unless they carry on a trade,profession or vocation in the UK through a branch or agency or, in the case of a company, apermanent establishment with which their Ordinary Shares or Placing Shares are connected).

Individual Shareholders who are temporarily not UK resident may be liable to UK capitalgains tax on chargeable gains realised on their return to the UK.

(c) Stamp Duty and Stamp Duty Reserve Tax (‘‘SDRT’’)

The statements below are intended as a general guide to the current position. They do notapply to certain intermediaries who are not liable to stamp duty or SDRT, or to personsconnected with depositary arrangements or clearance services, who may be liable at a higherrate.

In relation to stamp duty and SDRT:

(i) the allocation and issue of the Placing Shares will not give rise to a liability to stamp dutyor SDRT;

(ii) any subsequent conveyance or transfer on sale of Ordinary Shares or Placing Shares willusually be subject to stamp duty on the instrument of transfer at a rate of 0.5 per cent. ofthe amount or value of the consideration (rounded up, if necessary, to the nearest £5);and

(iii) a transfer of Ordinary Shares or Placing Shares effected on a paperless basis throughCREST (where there is a change in the beneficial ownership of the Ordinary Shares orPlacing Shares) will generally be subject to SDRT at the rate of 0.5 per cent. of the valueof the consideration given.

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(d) AIM

Companies whose shares trade on AIM are deemed to be unlisted for the purposes of certainareas of UK taxation. Following Admission, Ordinary Shares held by individuals for at leasttwo years from Admission may qualify for more generous exemptions from inheritance tax ondeath or in relation to lifetime transfers of those shares. Shareholders should consult their ownprofessional advisers on whether an investment in an AIM security is suitable for them, orwhether the tax benefit referred to above may be available to them. In particular, they shouldnote that it is not possible to hold shares traded on AIM in individual saving accounts(‘‘ISAs’’). The Directors understand that, following Admission, Shareholders will have, undercurrent HMRC guidance, 30 days to transfer their shareholding in the company into their ownname or to sell the holding and retain the proceeds within the relevant ISA.

The above statements are intended as a general guide to the current position. Certaincategories of person are not liable to stamp duty or SDRT, and others may be liable at ahigher rate or may, although not primarily liable for the tax, be required to notify and accountfor it under the Stamp Duty Reserve Tax Regulations 1986, as amended.

16 General

16.1 Cenkos has given and not withdrawn its written consent to the inclusion in this Document of itsname and the references thereto in the form and context in which they appear.

16.2 Zeus has given and not withdrawn its written consent to the inclusion in this Document of its nameand the references thereto in the form and context in which they appear.

16.3 PricewaterhouseCoopers LLP has given and not withdrawn its written consent to the inclusion inthis Document of its Accountant’s Report in Section A of ‘‘Part III; Historical FinancialInformation of the Company’’ in the form and context in which it is included.

16.4 There are no patents or licences, industrial, commercial or financial contracts or manufacturingprocesses which are material to the Company’s business or profitability.

16.5 There have been no interruptions in the business of the Company, which may have or have hadsince incorporation a significant effect on the financial position of the Company or which are likelyto have a material effect on the prospects of the Company for the next 12 months.

16.6 The Directors are not aware of (i) any trends, uncertainties, demands, commitments or events thatare reasonably likely to have a material effect on the Company’s prospects in the periodcommencing on the date of this Document until 30 June 2015 or (ii) any trends in production, salesand inventory and costs and selling prices between incorporation and the date of this Document.

16.7 The Ordinary Shares are in registered form and may be held in certificated or uncertificated form.No temporary documents of title will be issued. The Ordinary shares will be issued pursuant to theAct. The ISIN number of the Ordinary Shares is GB00BP0S1D85. The Company’s registrars,Capita Registrars Limited, are responsible for maintaining the Company’s register of members.

16.8 No person (excluding professional advisers otherwise disclosed in this Document and tradesuppliers) has:

16.8.1 received, directly or indirectly from the Company since incorporation; or

16.8.2 entered into contractual arrangements (not otherwise disclosed in this Document) toreceive, directly or indirectly, from the Company, on or after Admission:

any of the following:

a) fees totalling £10,000 or more;

b) securities in the Company where these have a value of £10,000 or more calculatedby reference to the opening price of Ordinary Shares upon Admission; or

c) any other benefit with the value of £10,000 or more at the date of Admission.

16.9 There are no investments in progress which are significant to the Company and there are noprincipal future investments on which the Company has at the date hereof made firm commitments.

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16.10 It is estimated that the total expenses payable by the Company in connection with Admission willamount to approximately £1,179,863 (excluding VAT) and the net proceeds of the Placing will beapproximately £28,820,137.

17 Documents available for inspection

Copies of the following documents are displayed on the Company’s website atwww.havershamholdings.com and may be inspected at the registered office of the Companyduring usual business hours on any weekday (Saturdays, Sundays and public holidays excepted)from the date of this Document until one month following Admission:

17.1 the Articles;

17.2 the consent letters referred to in paragraphs 16.1 and 16.2 of this Part IV;

17.3 the accountants report from PricewaterhouseCoopers LLP on the historical financial information ofthe Company for the period ended 30 April 2014 as set out in Section A of Part III of thisDocument;

17.4 the service agreements for the Directors referred to in paragraph 7 of this Part IV; and

17.5 this Document.

Dated: 5 November 2014

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