Vitesse Media PLC Proposed Acquisition of InvestmentNews (3392W)

TIDMVIS

RNS Number : 3392W

Vitesse Media PLC

31 July 2018

Vitesse Media plc

("Vitesse" or the "Company")

PROPOSED ACQUISITION OF THE TRADE AND ASSETS OF INVESTMENTNEWS

CONDITIONAL PLACING OF UP TO 28,125,000 NEW ORDINARY SHARES AT 80 PENCE PER SHARE (EQUIVALENT TO A PLACING PRICE OF 2 PENCE PER SHARE PRE-SHARE REORGANISATION) TO RAISE A MINIMUM OF GBP17.7 MILLION AND A MAXIMUM OF GBP22.5 MILLION

PROPOSED SHARE REORGANISATION

PROPOSED CHANGE OF NAME TO BONHILL GROUP PLC

ADMISSION OF THE ENLARGED SHARE CAPITAL TO TRADING ON AIM

AND

NOTICE OF GENERAL MEETING

Vitesse Media plc, the AIM quoted digital media and events business, is pleased to announce that it has conditionally agreed to acquire the trade and assets of InvestmentNews and a proposed conditional placing.

InvestmentNews is one of the market leading Business Information and Data & Insight brands supporting the US financial adviser and wealth manager community, and the Acquisition is highly complementary to all three pillars of the Company's corporate strategy.

Highlights

-- The Company has entered into a conditional agreement to acquire the trade and assets of InvestmentNews for a total consideration of $27.1 million (approximately GBP20.7 million), subject to adjustment for normalised working capital (the "Acquisition")

-- The total consideration payable in respect of the Acquisition shall be satisfied by an initial cash payment of up to $16.1 million (approximately GBP12.3 million) payable on Completion, a deferred element of $6.0 million (approximately GBP4.6 million) payable under the Promissory Note and payable in cash over a 35 month period from 31 October 2018, with the balance of up to $5.0 million (approximately GBP3.8 million) being satisfied by the issue of shares in the Company on Admission at the Placing Price

-- The Company also announces a proposed conditional placing of a minimum of 22,125,000 New Ordinary Shares and a maximum of 28,125,000 New Ordinary Shares at 80 pence per New Ordinary Share (equivalent to a placing price of 2 pence per share pre-Share Reorganisation) (the "Placing Price") to raise a minimum amount of GBP17.7 million and a maximum of GBP22.5 million (in each case before expenses) by way of an accelerated bookbuild, which will be launched immediately following the release of this announcement (the "Placing")

o Of the maximum sum, up to GBP5 million will be raised through the EIS/VCT Placing (each defined below) and up to GBP17.5 million will be raised through the non EIS/VCT Placing (in each case before expenses)

o Of the minimum sum, at least GBP4.2 million will be raised through the EIS/VCT Placing and at least GBP13.5 million will be raised through the non EIS/VCT Placing (in each case before expenses)

-- The equivalent placing price of 2 pence per share pre-Share Reorganisation represents a discount of 41.2 per cent. to the Company's closing mid-price share price on 30 July 2018. The actual Placing Price at which Placees will subscribe for Placing Shares is 80 pence per Placing Share as this will complete following the proposed Share Reorganisation

-- Members of the Company's board and senior management, as well as certain existing significant non-institutional Shareholders, intend to invest approximately GBP2.3 million in the Placing

-- The Acquisition constitutes a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies and, as such, is subject to Shareholders' approval at a general meeting due to be held on 16 August 2018 (the "General Meeting")

-- Each of the Directors who holds Ordinary Shares and certain Shareholders have given irrevocable undertakings to the Company to vote in favour of the Resolutions in respect of their entire beneficial holdings of Existing Ordinary Shares, amounting to, in aggregate, 86,640,279 Existing Ordinary Shares, representing approximately 50.35 per cent. of the Existing Ordinary Share Capital

-- Upon Admission, the Board intends to change the name of the Company to Bonhill Group plc and to undertake the Share Reorganisation, subject to Shareholders' approval at the General Meeting

Vitesse overview

The Company is an AIM quoted leading B2B media business specialising in Business Information, Live Events and Data & Insight across three business communities, Technology; Financial Services; and Diversity. Since August 2017, the Company's board of directors has undergone significant change and a new senior management team has been appointed. The Company now has in place an experienced board of directors and senior management team of the necessary quality, skill and substantial expertise, together with the required strategy, processes, infrastructure and controls to build and maintain a business of significant scale.

The Company's corporate strategy is to transition to long term, "must have", recurring revenue streams through:

   --      building market leading brands within its chosen business communities; 
   --      developing high value core propositions; and 
   --      and expanding beyond the UK and into large, or fast growing, international territories. 

Vitesse's chosen business communities share the following characteristics: significant scale; fast growing and rapidly innovating; and global coverage.

Proposed acquisition of InvestmentNews

InvestmentNews is one of the market leading Business Information and Data & Insight brands supporting the US financial adviser and wealth manager community. Since its launch in 1997 as a weekly publication, InvestmentNews has expanded the engagement with its community through the launch of an award-winning website, live events and research and data offerings.

InvestmentNews is a US market leader among its peer group measured by the number of advertisement pages, size of digital audience, amount of website traffic and the number of paid subscribers and event attendees.

It is a key information source for US based advisers, which consists of over 300,000 financial advisers, investment advisers, wealth managers, securities brokers, insurance, accounting, banking, law and other financial planning/investment professionals with over 150,000 weekly readers of its InvestmentNews publication, on average 545,000 unique monthly users, 1.6 million monthly page views of its InvestmentNews.com website and over 1,250 attendees annually to its live events. The business has 42 staff members and is headquartered in New York.

InvestmentNews has a number of attributes which Vitesse believes make it a highly attractive acquisition for the Company, namely:

-- it is active in the significant US financial advisory and wealth management sector which the Directors believe has further potential for growth;

   --      it is a leading B2B media brand in that sector; 
   --      it has existing high margin revenue streams; 
   --      it has the potential to expand its Live Events and Data & Insight propositions; 

-- the business has been underinvested while having the potential for accelerated organic growth and accretive acquisitions; and

   --      it has an experienced management team. 

Proposed Placing

Vitesse, today announces its intention to raise equity funding of a minimum of GBP17.7 million and a maximum of GBP22.5 million which will be used for the purpose of funding the initial cash element of the consideration and the initial commitment fee payable to the Sellers, enhancing the Enlarged Group's technology platform, funding the costs of the Acquisition and Placing and for general working capital requirements, through the issue of a minimum of 22,125,000 New Ordinary Shares and a maximum of 28,125,000 New Ordinary Shares (the "Placing Shares") at the Placing Price.

As part of the Placing, Placing Shares will be issued to certain Placees seeking relief under the Enterprise Investment Scheme (the "EIS Placing") and to companies that are approved as Venture Capital Trusts (the "VCT Placing"). The Placing Shares issued as part of the EIS Placing and the VCT Placing will be unconditionally issued to the relevant Placees the day prior to the expected date of Admission, so that Placees investing as part of the EIS Placing and the VCT Placing should be able to benefit from tax advantages pursuant to the EIS rules and the VCT rules as governed by HMRC.

The Placing is conditional, inter alia, upon:

-- the resolutions which are to be proposed at the General Meeting being passed (the "Resolutions");

-- the Placing Agreement becoming unconditional in all respects save for Admission and not having been terminated;

-- save in respect of the EIS Placing and VCT Placing Shares, the Acquisition Agreement being unconditional in all respects (save for any conditions that relate to Admission and the Placing Agreement); and

-- save in respect of the EIS Placing and VCT Placing Shares, the Placing Shares being admitted to trading on AIM ("Admission").

The Company has received irrevocable undertakings to vote in favour of the Resolutions from each of the Directors who hold shares in the Company and certain Shareholders which in aggregate represent 50.35 per cent. of the Existing Ordinary Share Capital.

The Placing is currently expected to conclude on or before 4:30 p.m. on 31 July 2018, with Admission becoming effective on or around 17 August 2018. A further announcement will be made following completion of the Placing.

The Placing will open with immediate effect following this announcement. The number and allocation of Placing Shares is at the discretion of the Brokers and a further announcement confirming these details will be made in due course. Members of the public are not entitled to participate in the Placing and none of the Placing Shares are being offered or sold in any jurisdiction where it would be unlawful to do so.

Vitesse has entered into a placing agreement (the "Placing Agreement") with Stockdale Securities Limited ("Stockdale") and Canaccord Genuity Limited ("Canaccord Genuity") who are acting as joint brokers in relation to the Placing (the "Brokers"). Pursuant to the Placing Agreement, each of Stockdale and Canaccord Genuity has agreed, in accordance with its terms, to use reasonable endeavours to place the Placing Shares with certain new and existing institutional and other investors. The Placing is not underwritten.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu with the New Ordinary Shares arising pursuant to the Share Reorganisation including the right to receive all future dividends and distributions declared, made or paid by reference to a record date falling after their issue. The issue of the Placing Shares is pursuant to the authorities to be granted at the General Meeting to be held on 16 August 2018.

The Company will apply for the Placing Shares to be admitted to trading on AIM. It is expected that settlement of these shares will take place and that trading will commence at 8:00 a.m. on 17 August 2018.

The Company has applied for advance assurance from HMRC that the EIS Placing Shares and the VCT Placing Shares will rank as "eligible shares" for the purposes of EIS and will be capable of being a "qualifying holding" for the purposes of investment by VCTs. However, none of the Company, the Directors or any of the Company's advisers give any warranty or undertaking that such advance assurance will be granted or that such reliefs will be available and not withdrawn at a later date.

Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this announcement (which forms part of this announcement).

By choosing to participate in the Placing and by making a verbal offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement (including the Appendix) in its entirety and to be making such offer on the terms and subject to the conditions in this announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Your attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix to this announcement.

Simon Stilwell, Chief Executive of Vitesse, commented:

"We are delighted to announce the acquisition of InvestmentNews. Since I joined Vitesse last year, we have overhauled the management team as well as the strategy and this is the first major step in executing on our growth plan.

"InvestmentNews is a leading brand in its community, it fits well into the Vitesse stable and provides the Company with the opportunity to pursue other bolt on opportunities to expand, especially in its events business. Its American presence further allows us to expand our reach geographically, a key aspect of our future strategy.

"We look forward to building InvestmentNews into our existing communities as we shape Vitesse into the leading media, data and events leader we believe it can be."

KC Crain, President and Chief Operating Officer of Crain, commented:

"We launched InvestmentNews in 1997 and it has grown to become the market leader in Business Information, Live Event and Data & Insight for the Financial Adviser and Wealth Manager community in the United States. We are delighted to have chosen Vitesse as the new owner for the InvestmentNews brand and are confident that both customers and staff will be extremely well served with the business under their stewardship."

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR").

-ends-

For further enquiries please contact:

 
 Vitesse Media plc                           [phone] 
 Simon Stilwell, Chief Executive 
  David Brown, Group Finance Director 
 Stockdale Securities Limited (Nominated 
  Adviser and Joint Broker)                  [phone] 
 Tom Griffiths 
  Ed Thomas 
  David Coaten 
 Canaccord Genuity Limited (Joint Broker) 
  Simon Bridges 
  Richard Andrews 
  Ben Griffiths (ECM) 
  Sam Lucas (ECM)                            [phone] 
 Taurus London (Lead Adviser)                [phone] 
 Peter Tracey 
  Tom Fyson 
  Tom Marriage 
 Belvedere Communications (Financial PR)     [phone] 
 John West 
  Cat Valentine 
  Kim van Beeck 
 

About Vitesse Media plc

Vitesse Media plc is an AIM-quoted leading B2B media business specialising in three key areas: Business Information, Live Events and Data and Insight in three key sectors: Technology, Financial Services and Diversity. Vitesse's ambition is to create content that informs, communities that engage and brands that inspire in order to enable a better business environment for our sponsors and clients.

Vitesse's flagship titles include SmallBusiness.co.uk, Growth Company Investor, Information Age, GrowthBusiness.co.uk and What Investment. Vitesse Media is also responsible for a growing portfolio of high-profile events, including The Quoted Company Awards, Women in IT Awards and British Small Business Awards, amongst others.

For more information visit www.vitessemedia.com

The Company's Admission Document, will be published on the Company's website and posted to shareholders later today.

Introduction

The Company has entered into a conditional agreement to acquire the trade and assets of InvestmentNews for a total consideration of $27.1 million (approximately GBP20.7 million), subject to adjustment for normalised working capital, of which $22.1 million (approximately GBP16.9 million) will be satisfied in cash and up to $5.0 million (approximately GBP3.8 million) will be satisfied by the issue by the Company to the Sellers of the Consideration Shares. Of the cash consideration payable in respect of the Acquisition, an initial amount of up to $16.1 million (approximately GBP12.3 million) is payable on Completion with the Deferred Consideration of $6.0 million (approximately GBP4.6 million) to be paid over a 35 month period from 31 October 2018 pursuant to the terms of the Promissory Note to be entered into on Completion. The Company also announces that it is raising a minimum of GBP17.7 million and a maximum of GBP22.5 million (in each case before expenses) by way of a conditional placing of a minimum of 22,125,000 New Ordinary Shares and a maximum of 28,125,000 New Ordinary Shares at 80 pence per New Ordinary Share (equivalent to a placing price of 2 pence per share pre-Share Reorganisation). The Acquisition constitutes a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies and, as such, is subject to Shareholders' approval at the General Meeting.

Upon Admission, the Company intends to change its name to Bonhill Group plc, subject to Shareholders' approval at the General Meeting.

In order to improve the perception, liquidity and marketability of the Ordinary Shares, the Board is also proposing a share reorganisation, subject to Shareholders' approval at the General Meeting. Further details

of the Share Reorganisation are set out below.

Background on the Company

On 11 August 2017, Vitesse announced the appointment of Simon Stilwell as its Chief Executive and a proposed placing, which subsequently raised GBP2.15 million before expenses, the proceeds of which were used to repay the Company's then indebtedness and for working capital purposes. In particular, the proceeds were used to fund the development of the Company's live events business (including the 'Women in "..."' series), expand the capabilities of the Company's existing digital platforms, fund new business development and to explore acquisition opportunities.

Since completion of the 2017 Placing, the Company's board of directors has undergone significant change. Between October 2017 and January 2018, Edward Riddell was appointed as Group Finance Director; Anne Donoghue and Fraser Gray were appointed as Non-Executive Directors; and Neil Sachdev was appointed as Non-Executive Chairman. In addition, the Company made three senior management appointments, namely James Robson as Chief Operating Officer, Clive Brett as Chief Technology Officer and Lawrence Gosling as Editorial Director. On 24 April 2018, it was announced that Edward Riddell had indicated his intention to resign as a director of the Company following publication of the Company's audited financial statements for the year ended 31 March 2018, and on 29 May 2018 David Brown was appointed as Group Finance Director. The Directors believe that the Company now has a management team with the skills and experience necessary to make a success of its increasingly diverse business.

The Company's new senior management team has:

   --      refocused the Company's corporate strategy to position it for growth; 

-- revised the Company's business model, chosen business communities and core propositions: the Company's existing brands are being refocused and reinvigorated, including the re-launch of information-age.com (a website for chief technology officers and the technology industry), while the Company has also recently launched its DiversityQ brand and website, www.DiversityQ.com, to form the centerpiece of its proposition to the Diversity business community;

-- reviewed the Company's organisational structure, employee competences and business processes;

-- accelerated the Company's focus on signing multi-year, multi-location contracts with major international brands; and

-- invested in new technology infrastructure: the Company has started to invest in a new technology platform which the Company believes will enable it to grow existing revenue streams and, in due course, generate new ones. In addition, they believe the new technology infrastructure will improve the Company's operational efficiency, ensure IT security, strengthen corporate governance and underpin the Company's role as a trusted partner in its chosen communities.

The Directors believe that the Company now has in place a board of directors and experienced senior management team of the necessary quality, skill and substantial expertise, together with the required strategy, processes, infrastructure and controls to build and maintain a business of significant scale.

Corporate strategy

The Company's corporate strategy is to transition to long term, "must have", recurring revenue streams through:

   --      building market leading brands within its chosen business communities: 
   --      developing high value core propositions; and 
   --      expanding beyond the UK and into large, or fast growing, international territories. 

Chosen business communities

The Company's chosen business communities, which are set out below, share the following characteristics:

   --      significant scale; 
   --      fast growing and rapidly innovating; and 
   --      global coverage. 

1) Technology

-- The Board believes that the Company's established Information Age brand and its technology events, such as the Data Leadership Summit and Tech Leaders Awards, provide it with both UK and international market presence to grow existing, and launch new, Live Events and create new Data & Insight products that will provide the international chief technology officer community with valuable insights and guidance on the rapid growth and innovation taking place across the global technology industry.

   --      The global technology sector is forecast to grow to $3.0 trillion in 2018.(1) 

-- The UK technology sector grew 2.6 times faster than the rest of the UK economy between 2016 and 2017, with the UK being the number one destination for technology start-up employees in Europe.(2)

-- In the UK, total investment and number of deals in digital technology companies in 2016 increased to GBP3.3 billion over 2,645 deals, while between September 2016 and August 2017, the UK was in the top three countries for total capital invested in digital technology companies behind only the US and China.

-- The Technology sector is subject to rapid change and innovation with key trends in 2018 including AI, blockchain, cybersecurity, edge computing, immersive technologies (such as augmented and virtual reality), IoT and quantum computing.

([1]) Source: Forrester Research October 2017

(2) Source: Tech Nation 2018 Report

2) Financial Services

-- The Board believes that Vitesse, with its existing brands, such as What Investment, GrowthBusiness.co.uk and the Investor Allstars, and key customers such as Fidelity, Invesco, Artemis and Aberdeen Standard, is well placed to assist the Financial Services community in navigating through, and adapting to, the rapidly changing business environment that it is facing.

-- The UK Government estimated that the financial and insurance services sector contributed approximately GBP119 billion in gross value to the UK economy in 2017.(3)

-- In 2018, global wealth of high net worth ("High-Net-Worth") individuals grew by 10.6 per cent, the sixth consecutive year in succession, surpassing the $70 trillion threshold for the first time. The US remained the largest single country contributor to global High-Net-Worth wealth with its population of High-Net-Worth individuals increasing by 10.2 per cent. in 2017 to 5.3 million people, and their total wealth growing by 10.5 per cent. to $18.6 trillion. Asia-Pacific was the world's fastest growing region growing by 12.1 per cent. in 2017 to 6.2 million people with their wealth growing by 14.8 per cent. to $21.6 trillion. The traditional Financial Services industry is facing a range of challenges, including increasing and changing regulation, competition from new entrants, pressure on fees, growing disintermediation and the impact of evolving technology, such as mobile payments and cyber security.(4)

(3) Source: House of Commons Briefing Paper - Financial services: contribution to the UK economy - 25 April 2018

(4) Source: Capgemini - World Health Report 2018

3) Diversity

-- With the growth of its Diversity events portfolio and launch of its new DiversityQ brand, the Board believes that the Company is well placed to play a significant role, and to build a business of scale, in the B2B Diversity sector.

-- Diversity in the workplace, ranging across gender, physical abilities, race, ethnicity, sexual orientation, age and socio-demographic issues, has become a significant focus for the UK Government, the business community and the general public.

-- Businesses are increasingly addressing the Diversity agenda following a number of high profile events, including female board under-representation and UK gender pay gap reporting.

-- The issue that many businesses are now grappling with is not how to 'deal with' workplace issues raised by the Diversity agenda, but rather how to embrace diversity within their own organisations, create an inclusive and diverse workforce, working environment and culture, and engage that diverse workforce to maximise productivity through employee satisfaction and, consequently, enhance corporate earnings.

-- Research has shown that companies in the top quartile for gender diversity on their executive teams are 21 per cent. more likely to have above average profitability than companies in the bottom quartile. For ethnic/cultural diversity, top quartile companies are 33 per cent. more likely to outperform on profitability than companies in the bottom quartile, and companies with the most ethnically/culturally diverse boards worldwide are 43 per cent. more likely to experience higher profits than those in the bottom quartile.(5)

(5) Source: McKinsey - Delivering through diversity (Jan 2018)

-- In its financial year ended 31 January 2015, in response to the rising importance of Diversity within boardroom priorities, Vitesse launched the Women in IT Awards in London to recognise the outstanding innovation achieved by women in the IT industry. The event attracted 412 attendees. The following year, the Company expanded the franchise by launching the Tomorrow's Tech Leaders careers fair in London with those two events, in the fourteen month period ended 31 March 2017, attracting, in aggregate, 1,140 attendees and generating a social media reach of approximately 3.6 million individuals.

-- In response to the increasing focus on Diversity (as noted above), the Company accelerated both the number and scale of its Diversity events, as a result, in the year ended 31 March 2018, Vitesse ran four Diversity events in the UK and USA, attracting, in aggregate, 2,490 attendees, generating a social media reach of 10.5 million individuals. In the financial year ending 31 December 2019, the Company is intending to run, in aggregate, fourteen Diversity events in the UK, Ireland, USA and Singapore, aiming to attract a total of approximately 6,500 attendees. The Company's Diversity event portfolio will comprise six events in the Women in IT series, two Women in Finance Awards events, two Women in Asset Management events and four other Diversity events.

-- In June 2018, the Company launched DiversityQ.com to act as a focus for its Diversity events and developing Business Information and Data & Insight propositions.

Core propositions

The Company aims to support its chosen business communities through the provision of three inter-related and complementary core propositions, being Business Information, Live Events and Data & Insight, each of which has multiple revenue generating opportunities. These propositions are core constituents of the global B2B media market which grew by approximately 3 per cent. in 2017 to $189 billion and is forecast to continue to grow at a CAGR of 3 per cent. between 2017 and 2022 to $217.5 billion. The UK B2B media market was valued at $8.75 billion in 2017 and is forecast to grow to $9.3 billion in 2022.

Business Information

   --      The Company's websites comprise DiversityQ.com, GrowthBusiness.co.uk, GrowthCompany.co.uk, Information-Age.com, SmallBusiness.co.uk, Taxguides.co.uk and WhatInvestment.co.uk. Vitesse has one digital magazine, Growth Company Investor, and a single print publication, What Investment. 
   --      These propositions generate revenues from sponsorship and advertising, affiliate marketing, brand/content licensing, subscriptions and membership fees. 

-- The global B2B Business Information market grew by approximately 1 per cent. in 2017 to $15.9 billion and is forecast to grow at a CAGR of 1.8 per cent. between 2017 and 2022 to $17.3 billion. (6)

Live Events

-- In the current financial year, the Company intends to run the following events: the Women in IT Awards series in the UK, Ireland, the USA (New York and Silicon Valley) and Asia (Singapore); the Women in Finance series in the UK and Ireland; the Women in Asset Management series in the US and Asia; the Investor Allstars series in the UK and USA; the Grant Thornton Quoted Company Awards; the British Small Business Awards; the Tech Leaders Awards; and the Data Leaders Awards and the Future Stars of Tech.

-- It also intends to run the following careers fairs, conferences and summits: Tomorrow's Tech Leaders Today; the Tech Apprenticeship day; the Festival of Small Business Conference; Biocapital Europe; the Tech Leaders Summit; the Data Leadership Summit and the Diversity and Inclusion Directors Summit.

   --      These events generate revenues from sponsorship, delegate, and lead generation fees; 

-- The global B2B trade shows market grew by approximately 4 per cent. in 2017 to $31.7 billion and is forecast to grow at a CAGR of 4 per cent. between 2017 and 2022 to $38.4 billion. (6)

(6) Source: PwC - Business-to-Business Report 2018

Data & Insight

-- The Company's brands produce research, surveys and white papers such as the Information Age GDPR reports and directories and databases, such as the Small Business Grants.

-- The Company also intends to launch a series of data products and workflow solutions and to offer bespoke consultancy services across all three of its chosen business communities which the Directors believe will further embed Vitesse's brands within those communities, provide cross selling opportunities with its other core propositions and generate long term recurring revenue streams for the Company.

-- These products can generate revenues, including one-off fees, retainers, subscriptions and licensing.

-- The global B2B Data & Insight market grew by approximately 4 per cent. in 2017 to approximately $102.7 billion and is forecast to grow at a CAGR of 3.7 per cent. between 2017 and 2022 to approximately $123.1 billion.

International expansion

The Directors believe that there is material scope for the Company to expand its international footprint. They anticipate being able to successfully develop and expand the Company's existing properties into overseas territories, as demonstrated with the extension of the 'Women in "..."' series from the UK into the US. This territory expansion will be supported by an increasing focus on signing multi-year, multi-location contracts with major international brands such as BP, Frank Recruitment and the London Stock Exchange. In particular, the Board also believes that there is significant further potential for the Company to build on its recent success with Women in IT USA, with further expansion into the US, the world's largest B2B media, technology and financial services markets, and, secondly, to expand into Asia, the world's fastest growing region.

New technology platform

The Board believes that technology is critical to the successful implementation of its corporate strategy. Therefore, the Company intends to invest part of the net proceeds from the Placing into upgrading and installing a new integrated technology platform which the Directors believe should enable it to generate greater recurring revenue streams, reduce its cost base and, therefore produce higher margins and enhanced profits.

The new technology platform will allow the Company to interact directly with its business communities, generate a single customer view across all of its propositions and improve audience intelligence and insight, leading to the Company creating better targeted content which should attract a larger, more engaged, audience. This, in turn, should result in:

a) revenue and margin improvement

through:

-- improving the Company's existing products which should generate increased advertising, sponsorship and lead generation volumes and yields, greater subscription revenues and higher delegate numbers;

-- new product development leading to more engaging business information, better targeted new live event launches, greater value and higher margin data and insight products and improved cross-selling between products, increasing revenue per brand; and

-- creating workflow management tools which should lead to higher renewal rates and improved margins, and should provide greater opportunities to upsell new products; and

b) cost savings

through improved productivity and speed to market, operational efficiencies, cost effective delivery mechanisms embedded into clients' workflows and better business controls.

-- A new technology platform will also provide the Company with best practice IT security and assist with corporate governance, reduce business risks and assist strategic decision making.

Acquisition strategy

For the past nine months, the Board has been exploring potential acquisitions of complementary businesses which are aligned to the Company's business communities, core propositions and territory focus.

The Board believes that the InvestmentNews acquisition represents a transformational opportunity for the Company, which is consistent with the Company's corporate strategy, and provides a market leading asset of scale.

Summary information on InvestmentNews

InvestmentNews is a market leading Business Information and Data & Insight brand supporting the US financial adviser and wealth manager ("FA/WM") community. Since its launch in 1997 as a weekly publication, InvestmentNews has expanded the engagement with its community through the launch of an award-winning website, live events and research and data offerings. InvestmentNews is a US market leader among its peer group measured by the number of advertisement pages, size of digital audience, amount of website traffic and the number of paid subscribers and event attendees. InvestmentNews is a key information source for US based advisers, which consists of over 300,000 financial advisers, investment advisers, wealth managers, securities brokers, insurance, accounting, banking, law and other financial planning/investment professionals with over 150,000 weekly readers of its InvestmentNews publication, on average 545,000 unique monthly users, 1.6 million monthly page views of its InvestmentNews.com website and over 1,350 attendees annually to its live events. The business has 42 staff members and is headquartered in New York.

InvestmentNews has a number of attributes which the Board believes make it a highly attractive acquisition target for Vitesse:

-- it is active in the significant US financial advisory and wealth management sector which the Directors believe has further potential for growth;

   --      it is one of the leading B2B media brand in that sector; 
   --      it has existing high margin revenue streams; 
   --      it has the potential to expand its Live Events and Data & Insight propositions; 

-- the business has been underinvested while having the potential for accelerated organic growth and accretive acquisitions; and

   --      it has an experienced management team. 

For the year ended 31 December 2017, InvestmentNews reported audited revenues of $16.754 million (2016: $17.244 million), and profit before tax of $0.670 million (2016: $0.567 million), prior to an allocated central cost of $4.428 million, which, for the twelve months following Completion, is estimated to be approximately $1.114 million.

Reasons for the Acquisition

The Board believes that the Acquisition is highly complementary to all three pillars of the Company's corporate strategy, as set out below.

Chosen business communities: Strength in Financial Services and Diversity communities

The Company has an established market presence within the UK Financial Services business community with brands such as What Investment, Growth Company Investor and the Quoted Company Awards catering to the UK investor and global asset manager community by covering topics such as stocks, funds, markets, asset allocation and pensions and retirement planning. InvestmentNews complements those offerings as a market leading brand catering to a similar community in the US financial advisory and wealth management sector, providing information and insight on issues such as investments, insurance, brokerdealers and retirement.

The Company also has a number of brands within its Financial Services business community, such as SmallBusiness.co.uk and GrowthBusiness.co.uk that provides business improvement and financial advice to owners and managers of small and medium sized enterprises. Similarly, InvestmentNews provides guidance to its community on practice management to enable members of that community to improve the operational effectiveness of their businesses.

The Company has also had significant recent success in the Diversity sector, growing brands such as Women in IT and Women in Finance, both in the UK and overseas. InvestmentNews has also been active in the Diversity sector, launching events such as the Women Advisor Summit for women working in the US financial services sector.

The Board believes that there are a range of opportunities for the Company to deploy its expertise and experience to support InvestmentNews in growing its market share among both the US Financial Services and Diversity communities.

Core propositions: Complementary fit across all three core propositions

Business Information - the Company's management team has significant experience in both print and digital publishing. Whilst the Company's Business Information propositions are predominantly digitally focused, with brands such as growthcompany.co.uk, it also has one legacy print/digital brand, What Investment. Both organisations produce a similar range of written news, features, analysis, guides and e-newsletters, as well as video 'webinars' and 'talking heads'.

Live Events - the Company has a well-established series of live events and an experienced events team that has had significant recent success within the UK and overseas in launching and growing its events portfolio, including the Investor Allstars Awards and summits, such as the Tech Leaders Summit. InvestmentNews has a more limited live events team, although it organises similar types of events, such as the Women to Watch Awards and the Retirement Investment Summit.

Data - InvestmentNews also has a suite of benchmarking studies together with a range of other data products, which it is planning to expand. The Company is in the process of developing its own Data & Insight propositions across its business communities and InvestmentNews' existing research and data propositions provide tried and tested models to follow.

The Board believes that there is a strong complementary fit between the Company's and InvestmentNews' core propositions and that the Company's management team will be able to utilise its skills and experience to significantly enhance the InvestmentNews business.

International territories: Expansion into the USA

The USA is the largest B2B media, as well as the largest financial services, market on a per country basis in the world. The Board believes that the acquisition of InvestmentNews will enable the Company to build on its recent success of launching the Women in IT series in the US and will provide it with a platform and permanent presence from which to expand InvestmentNews' market share within the US Financial Services and Diversity communities, to grow existing, and launch new, propositions; and to acquire new assets and/or businesses.

Potential synergies for the Enlarged Group

The Board has identified certain revenue synergies which it believes could be realised across the Enlarged Group, including:

-- leveraging the Company's new technology platform and the management team's digital experience and expertise to improve InvestmentNews' audience targeting, increase advertising return on investment and continue to grow custom activities with the asset manager and insurance community;

-- applying the Company's live events expertise to InvestmentNews' smaller events portfolio with a view to increasing the quality, quantity and scale of events, growing revenues and improving margins;

-- increasing InvestmentNews' community insight and intelligence to improve and develop the business' existing, and to launch new, Data & Insight propositions that should generate higher margin, recurring revenues;

-- increasing focus on multi-year, cross-proposition and cross-border revenue opportunities from major global asset managers and other major international brands, such as Fidelity, Aberdeen Standard Investments and Schroders; and

-- providing the Company with a platform to expand its Diversity proposition and for further 'bolt-on' acquisitions in the US.

The Board has also identified a range of potential cost synergies which it believes could be generated across the Enlarged Group:

-- applying the Company's print publishing expertise to generate cost savings across the Enlarged Group's print cost base;

-- enabling the editorial teams across the Enlarged Group to work collaboratively on combined propositions;

-- extending the Company's new technology platform across the Enlarged Group, to generate operating efficiencies; and

-- allocating central overheads, including the Company's management team and central support services, across the Enlarged Group.

Summary of the terms of the Acquisition

Under the Acquisition Agreement, Indigo Opco has agreed to acquire from the Sellers the trade and certain related assets of InvestmentNews (together with the assumption of certain related liabilities) for a total consideration of $27.1 million (approximately GBP20.7 million), subject to adjustment for normalised working capital at Completion, of which $22.1 million (approximately GBP16.9 million) will be satisfied in cash and up to $5.0 million (approximately GBP3.8 million) will be satisfied by the issue by the Company to the Sellers of the Consideration Shares.

Of the cash consideration payable in respect of the Acquisition, an initial amount of up to $16.1 million (approximately GBP12.3 million) is payable on Completion with the Deferred Consideration of $6.0 million (approximately GBP4.6 million) to be paid over a 35 month period from 31 October 2018 pursuant to the terms of the Promissory Note to be entered into on Completion. The Deferred Consideration is payable by Indigo Opco in 35 equal consecutive monthly instalments of $171,428.57 plus accrued interest thereon at an initial rate of six per cent. per annum increasing to eight per cent. per annum with effect from 31 December 2018. In addition, the Company will pay to the Sellers a transaction commitment fee of $175,000 on Completion, which is payable irrespective of whether the Acquisition completes, save in circumstances relating to the Sellers' default.

The Consideration Shares are being valued at the same price as the Placing Price and will be issued to Crain free from any and all liens, charges and encumbrances and ranking in full for all dividends or other distributions declared, made or paid on the share capital of the Company after Admission, and ranking pari passu in all other respects with the other New Ordinary Shares.

In order to maintain an orderly market in the Ordinary Shares, Crain has agreed with the Company not to dispose of any of the Consideration Shares for a period of 18 months following the date of Admission (save in certain limited circumstances, such as in the case of a takeover of the Company, a court sanctioned scheme of arrangement, or a purchase by the Company of its own shares). Crain has also agreed with the Company that, for the period of 18 months following the date of Admission, it will exercise all of its voting rights attaching to the Consideration Shares to vote in favour of any Shareholders' resolution proposed by the Board at any general meeting of the Company, and not exercise any such voting rights in respect of any such resolution contrary to the recommendation of the Chairman of the Company. By way of a reciprocal commitment, those members of the Company's executive senior management team who are subscribing for Placing Shares (Simon Stilwell, David Brown, James Robson and Lawrence Gosling) have, in relation to those shares, each separately agreed with Crain not to dispose of their respective holdings of Placing Shares (save in the same limited circumstances described above in relation to the restrictions agreed to by Crain in respect of the Consideration Shares). These restrictions expire on the earlier of (a) 18 months following the date of Admission; (b) the date on which Crain ceases to hold any Consideration Shares; and (c) the date on which any of them ceases to be employed by the Group (in which case the restrictions shall cease to apply to that individual only).

Completion of the Acquisition Agreement is conditional upon, amongst other things, (i) the passing of the Resolutions; (ii) the Placing; and (iii) Admission, all to be satisfied on or before 17 September 2018. The parties also have the right to terminate the Acquisition Agreement in the event of a material breach by the other.

The Acquisition Agreement contains customary representations and warranties provided by the Sellers in respect of themselves and InvestmentNews, subject to certain financial and other limitations. Indigo Opco has provided a more limited set of representations and warranties in respect of itself to the Sellers, subject to similar limitations. The Sellers have also agreed to conduct the InvestmentNews business in the ordinary course for the period from the date of the Acquisition Agreement until Completion.

The Sellers and Indigo Opco have each entered into three year post-Completion restrictive covenants for the protection of their respective businesses.

The Company has agreed to guarantee the performance by Indigo Opco of its payment obligations under the Acquisition Agreement, and each of the Company and Indigo Holdco has agreed to guarantee the performance by Indigo Opco of its obligations in relation to the Deferred Consideration payable under the Promissory Note. Furthermore, as security for the performance by Indigo Opco of all of its obligations under the Promissory Note, Indigo Opco has agreed to provide a continuing first-priority lien and security interest to Crain over all of its assets and Indigo Holdco has agreed to provide a continuing first-priority lien and security interest to Crain over all of its interests in Indigo Opco.

The Promissory Note also contains a number of customary covenants from Indigo Opco and Indigo Holdco in favour of Crain, including in relation to compliance with applicable laws and restrictions on incurring debt, granting security, declaring dividends and making distributions, acquisitions and disposals, intra-group repayments and related party transactions. In addition, the events of default under the Promissory Note include, amongst others, failure to pay, insolvency and bankruptcy of any obligor, change in ownership of Indigo Opco or Indigo Holdco and cross default provisions in relation to failure to pay any undisputed amounts due by Indigo Opco under the TSA.

Summary of the terms of the Transition Services Agreement

In order to preserve the continuity of the Target Business following Completion, Indigo Opco and Crain have agreed to enter into the TSA with effect from Completion.

Pursuant to the terms of the TSA, Crain has agreed to provide Indigo Opco with interim printing and distribution, technology, finance and operations support services. The services are to be provided for a two year period following Completion, subject to earlier termination by Indigo Opco on 30 days' notice in respect of services designated as "short term services" and 90 days' notice in respect of services designated as "long term services". In the case of "long term services", notice of termination may not be given until at least three months following Completion. The TSA is also subject to termination by either party in the event of a breach of a material obligation by the other.

In consideration for the provision of these services, Indigo Opco has agreed to pay to Crain on a monthly basis an annualised fee of $752,983 plus a percentage of total reprint revenue in 2018, $768,000 plus a percentage of total reprint revenue in 2019 and $783,300 plus a percentage of total reprint revenue in 2020. This is based on the assumption that all of the services are provided throughout the relevant period and that the financial and volumetric forecasts of the operations of InvestmentNews are substantially in accordance with the current forecasts agreed between the parties. The fees payable are also subject to adjustment in various circumstances, including, for example, where a particular service is terminated, or where agreed service levels in terms of availability, quality and response times are not met.

Share Reorganisation

Today, the Existing Ordinary Share Capital comprises 172,061,632 Existing Ordinary Shares.

The Directors believe that the Share Reorganisation is in the best interests of the Company, and that it will improve the perception, liquidity and marketability of the New Ordinary Shares, resulting in a more appropriate number of shares given the Company's size.

Under the Share Reorganisation it is proposed that:

i every Existing Ordinary Share be sub-divided and redesignated as one ordinary share of 0.025 pence and 39 deferred shares of 0.025 pence each; and

ii every 40 resulting ordinary shares be consolidated into one New Ordinary Share and every 360 resulting deferred shares be consolidated into one New Deferred Share.

Accordingly, the proportion of New Ordinary Shares held by each Shareholder on the Record Date in the issued share capital of the Company immediately after the Share Reorganisation (but prior to the Placing) will, save for fractional entitlements (which are discussed further below), be the same as the proportion of New Ordinary Shares held by each such Shareholder in the issued ordinary share capital of the Company immediately before the Share Reorganisation. The Share Reorganisation will result in an issued ordinary share capital of 4,301,541 New Ordinary Shares prior to the issue of the Placing Shares.

The nominal value and rights attaching to the New Ordinary Shares and the New Deferred Shares will be the same as the Existing Ordinary Shares and the Existing Deferred Shares, respectively. The New Ordinary Shares arising from the Share Reorganisation will trade on AIM in place of the Existing Ordinary Shares at Admission.

Issue of additional Existing Ordinary Shares

Following the passing of the relevant resolutions at the General Meeting but before the Share Reorganisation becomes effective, the Company intends to issue such number of additional Existing Ordinary Shares (up to a maximum of 359 Existing Ordinary Shares) as will result in the total number of Existing Ordinary Shares in issue being exactly divisible by 40. Based on the current issued share capital of the Company, the Company expects to issue an additional 8 Existing Ordinary Shares.

Fractional entitlements

In the event that the number of Existing Ordinary Shares held by a Shareholder is not divisible by 40, the Share Reorganisation will generate an entitlement to a fraction of a New Ordinary Share. Any New Ordinary Shares in respect of which there are such fractional entitlements will be aggregated and sold in the market for the best price reasonably obtainable, and the net proceeds of such sale distributed in due proportion among those Shareholders entitled to fractions of a New Ordinary Share, except that any amount otherwise due to a member of less than GBP5 will be retained for the benefit of the Company. Given the current share price per Existing Ordinary Share, it is anticipated that the net proceeds of sale attributable to each relevant Shareholder will be less than GBP5 and, accordingly, there will be no distribution of any net proceeds of sale to such Shareholders.

Any Shareholder holding fewer than 40 Existing Ordinary Shares at the Record Date will cease to be a Shareholder. The minimum threshold to receive New Ordinary Shares will be 40 Existing Ordinary Shares.

Any New Deferred Shares in respect of which there are fractional entitlements will also be aggregated and the resulting New Deferred Shares will be transferred to the Company Secretary and subsequently cancelled in accordance with the procedure described below.

Resulting share capital

The issued ordinary share capital of the Company immediately following the Share Reorganisation and Admission is expected to comprise up to 28,125,000 New Ordinary Shares (assuming that: (i) 8 additional Existing Ordinary Shares are issued in connection with the Share Reorganisation; and (ii) the maximum number of the Placing Shares, the Adviser Shares and the Consideration Shares are issued).

Following the Share Reorganisation, all existing share certificates will cease to be valid. The Company will issue new share certificates to those Shareholders holding shares in certificated form to take account of the proposed change of name of the Company and the Share Reorganisation. New share certificates are expected to be despatched by 24 August 2018. Shareholders will still be able to trade in Ordinary Shares during the period between the passing of the Resolutions and the date on which they receive new share certificates.

Cancellation of Deferred Shares

The Articles of Association (and the New Articles that are proposed to replace them) permit the Company to reacquire and cancel its Deferred Shares. Accordingly, as soon as reasonably practicable following Admission, the Board intends to undertake a company acquisition of its own shares for no value in accordance with the requirements of the Companies Act on the basis that the Deferred Shares (including all New Deferred Shares created as a result of the Share Reorganisation) have no market value and are not listed or traded on AIM. Upon this acquisition taking place, the Deferred Shares will be immediately cancelled, which will result in the Company having a more manageable share register consisting of only Ordinary Shares.

Details of the Placing

The Company is proposing to raise a minimum of GBP17.7 million and a maximum of GBP22.5 million (approximately a minimum of GBP16.5 million net of expenses and approximately a maximum of GBP21.3 million net of expenses) through the Placing.

The Placing is conditional, amongst other things, on:

   i.      the passing of the Resolutions; 

ii. save in respect of the EIS Placing Shares and VCT Placing Shares, the Acquisition Agreement becoming unconditional in all respects (save for any conditions that relate to Admission or the Placing Agreement);

iii. the Placing Agreement becoming unconditional in all respects save for Admission by no later than 8.00 a.m. on 17 August 2018 (or such later date as the Company and the Brokers may agree, being no later than 8.00 a.m. on 17 September 2018) and not having been terminated in accordance with its terms; and

   iv.    save in respect of the EIS Placing Shares and VCT Placing Shares, Admission. 

If the maximum number of Placing Shares are issued (being 28,125,000 New Ordinary Shares), the Placing Shares will represent approximately 71.5 per cent. of the Enlarged Share Capital at Admission and will rank pari passu in all respects with the New Ordinary Shares arising pursuant to the Share Reorganisation, including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

If the Resolutions are passed at the General Meeting, it is expected that Admission will become effective and dealings in the Placing Shares will commence at 8.00 a.m. on 17 August 2018.

The Placing

Stockdale Securities and Canaccord Genuity, as agents of and on behalf of the Company, are conditionally placing the Placing Shares (being a minimum of 22,125,000 New Ordinary Shares and a maximum of 28,125,000 New Ordinary Shares) firm with Placees at the Placing Price. The Placing is raising a minimum of GBP17.7 million and a maximum of GBP22.5 million (before expenses).

The EIS Placing Shares and the VCT Placing Shares will be unconditionally issued to the relevant Placees one business day prior to the anticipated date of Admission, so that Placees investing as part of the EIS Placing and the VCT Placing should be able to benefit from tax advantages pursuant to the EIS rules and the VCT rules as governed by HMRC. The non-EIS/VCT Placing Shares will be issued on the day of Admission.

Related Party Transactions

Each of Nileshbhai Sachdev, Simon Stilwell and David Brown has agreed to subscribe for 25,000 Placing Shares, 125,000 Placing Shares and 375,000 Placing Shares respectively. These subscriptions are deemed to be related party transactions pursuant to AIM Rule 13 of the AIM Rules for Companies. The Directors (other than Nileshbhai Sachdev, Simon Stilwell and David Brown) consider, having consulted with Stockdale Securities, that the terms of each of Nileshbhai Sachdev, Simon Stilwell and David Brown's participations in the Placing are fair and reasonable insofar as the Shareholders are concerned. Immediately following Admission and assuming the minimum number of Placing Shares are issued, Nileshbhai Sachdev, Simon Stilwell and David Brown will hold 25,000 New Ordinary Shares, representing approximately 0.08 per cent. of the Enlarged Share Capital, 562,500 New Ordinary Shares, representing approximately 1.70 per cent. of the Enlarged Share Capital and 375,000 New Ordinary Shares, representing approximately 1.13 per cent. of the Enlarged Share Capital respectively.

In addition, Anthony Cross has agreed to subscribe for 812,500 Placing Shares. As Anthony Cross holds more than 10 per cent. of the Existing Ordinary Share Capital, and is therefore a substantial shareholder in accordance with the AIM Rules for Companies, this subscription is deemed to be a related party transaction pursuant to AIM Rule 13 of the AIM Rules for Companies. The Directors (other than Nileshbhai Sachdev, Simon Stilwell and David Brown) consider, having consulted with Stockdale Securities, that the terms of Anthony Cross' participation in the Placing are fair and reasonable insofar as the Shareholders are concerned. Immediately following Admission, Anthony Cross will hold 1,612,500 New Ordinary Shares, representing approximately 4.87 per cent. of the Enlarged Share Capital.

Use of proceeds

Of the Placing proceeds, GBP12.3 million will be used to satisfy the initial cash element of the consideration and the commitment fee payable to the Sellers and the balance of the Placing proceeds will be used to enhance the Enlarged Group's technology platform, fund the costs incurred in connection with the Proposals and the working capital requirements of the Enlarged Group.

Admission, settlement and dealings

Application will be made for the New Ordinary Shares to be admitted to trading on AIM. If the Resolutions are passed at the General Meeting, it is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 17 August 2018. These dates and times may change.

The Company has applied for the New Ordinary Shares to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in Ordinary Shares held in uncertificated form following Admission will take place within the CREST system.

CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share certificates will be able to do so.

All Placing Shares will be issued payable in full at the Placing Price. It is intended that, if applicable, definitive share certificates in respect of the New Ordinary Shares will be distributed by 24 August 2018 or as soon as practicable thereafter. No temporary documents of title will be issued.

Directors and senior management

Details of the Directors are set out below:

Neil Sachdev MBE - Non-Executive Chairman (Age 59)

Neil Sachdev MBE is an experienced Chairman with a strong track record of corporate governance, strategy and change management who was appointed as Non-Executive Chairman of the Company on 6 December 2017. He is Chairman of Cakebox Holdings plc, Martin's Properties Limited (retiring in July 2018 but remaining as an independent non-executive director until December 2018) and was Chairman of Market Tech Holdings Limited until June 2017 and Chairman of Sirius Real Estate Limited until December 2018. He stepped down as a Non-Executive Director of Intu Properties plc (formerly Capital Shopping Centres) during 2016 after ten years' service. Previously, Neil was Group Property Director of J Sainsbury and before that served for 28 years with Tesco, where he rose to be Stores Board Director, responsible for property and operations for the entire UK business. He also holds a number of public sector positions and was awarded an MBE for his work in relation to Energy Efficiency & Sustainability in the Retail sector. Mr Sachdev is currently the Chair of the Advisory Board of Warwick Business School.

Simon Stilwell - Chief Executive (Age 49)

Simon was, until 2015, chief executive of Liberum, the investment bank that he co-founded in 2007 and grew from a start up to GBP55m of revenue and 170 people in seven profitable years. Prior to Liberum, he served as head of sales, small companies, at Collins Stewart plc and was also a director at Beeson Gregory Limited. Simon was commissioned into the Gloucestershire Regiment in 1992 and served in a variety of countries and roles before starting his City career in 1996. He graduated with a BSc in Geological Sciences from Durham University. He is also a Non-Executive Director of Gresham House plc.

David Brown - Group Finance Director (Age 46)

David qualified as a chartered accountant with KPMG before joining Greene King plc in 1998, where he held a number of senior executive roles focusing on finance and acquisitions, including Interim Group Finance Director between February and October 2014 and then subsequently Corporate Finance Director. Most recently, he was Chief Financial Officer of Market Tech Holdings Limited from March 2016 until its acquisition by LabTech investments Limited which resulted in the company being de-listed in July 2017. He was appointed as Group Finance Director of the Company on 29 May 2018.

Nicola Dowdall - Managing Director Events and Marketing (Age 52)

Niki leads the Company's expanding events business and is involved at every level from launch to delivery, including sales, marketing, logistics and content. Niki has over 30 years' experience in the events industry. Prior to joining Vitesse in 2006, she was group show director at DMG World Media, running events visited by half a million people, such as the Daily Mail Ski and Snowboard Show and the Daily Mail Ideal Home Show.

Anne Donoghue - Non-Executive Director (Age 55)

Anne has over 30 years' experience in Financial Services. Starting her career at the Co-operative Bank, Anne's responsibilities included retail, commercial banking and customer services. In 1997, Anne joined NatWest where she held senior operational roles, including Head of Telephony Operations with business integration delivery accountability as part of RBS' reverse integration of NatWest, post-acquisition. Between 2004 and 2010, Anne worked for the RBS/Tesco joint venture, Tesco Personal Finance PLC, where she held the position of International Director, responsible for Financial Services development and delivery in Tesco's international businesses, including, Ireland, Central and Eastern Europe, China and the Far East. More recently, Anne has focused on the third sector, particularly on events in the military charities sector along with commercial events including, in 2013, for media company City AM. Anne was appointed as a Non-Executive Director of the Company on 15 November 2017.

Fraser Gray - Non-Executive Director (Age 54)

Fraser Gray BSc is an ICAS chartered accountant, licensed insolvency practitioner and accredited mediator and sits on a number of advisory boards. He is experienced in a wide variety of corporate activity supporting SME companies on growth and strategic matters. Fraser was a Managing Director at AlixPartners in London until December 2016 following its acquisition of Zolfo Cooper Europe in February 2015. Fraser became a founding partner of Zolfo Cooper Europe in October 2008, which was set up to acquire Kroll Corporate Advisory & Restructuring Group where Fraser had worked since October 1996 and was a partner and leader of the Scottish practice. Fraser is also a Non-Executive Director of Maven Income and Growth VCT 6 PLC and Denholm Oilfield Services Limited. He was appointed as a Non-Executive Director of the Company on 6 December 2017.

Senior management

Details of the senior management team are set out below:

James Robson - Chief Operating Officer (Age 49)

James has an extensive knowledge of the media sector, having operational and significant transactional experience from a career spanning 25 years. James joined Vitesse in January 2018 from leading UK publishing company, DC Thomson, where he led its corporate ventures division, DC Thomson Ventures from 2015. Previously, James had worked for six years in the media corporate finance team of both KPMG and Grant Thornton. James started his career in 1993 as a corporate lawyer with Clifford Chance before completing an MBA at Cranfield School of Management. He then worked as a strategy consultant with Andersen Consulting before entering the media industry in 1999 where he spent eight years, firstly as part of ITV Digital's corporate development team followed by six years at BBC Worldwide where he was Strategy & Business Development Director of its Home Entertainment division, and subsequently spending a year as Interim Managing Director of satellite platform Freesat.

Clive Brett - Chief Technology Officer (Age 38)

Clive joined Vitesse in January 2018. He co-founded Convertr Media Limited in 2011 and built its digital marketing technology platform into a global market leader used by many of the world's leading brands. Convertr is a customer acquisition platform that uses data augmentation to power demand generation for B2B and B2C brands globally. Clive is a Non-Executive Director of Convertr and has previously been Chief Technology Officer of Playmob Limited and Senior Technical Advisor at SeedCloud Advisory Limited. Prior to co-founding Convertr, Clive was the founder and CEO of BB-IT Solutions Limited.

Lawrence Gosling - Editorial Director (Age 54)

Lawrence has more than 20 years' experience in senior editorial roles, having launched and grown several notable titles within the investment sphere. Before joining Vitesse in January 2018, he was most recently, the Group Editorial Director of Incisive Media and the Editorial Director of the Financial Services division of Incisive Media. He was the editor of Investment Week when it was launched in January 1995 and went on to launch a range of magazines, websites and conference and awards programmes for the business. In 1994, he joined Reuters and prior to that spent five years with Financial Times magazines, notably on Financial Adviser. Lawrence was also the launch editor of IFAonline, Mortgage Solutions, Cover and Bloomberg Money magazines. Lawrence started his journalistic career at the Fleet Street News Agency which provided a range of stories for the UK's national newspapers.

Corporate governance and Board practices

The Board recognises the value and importance of high standards of corporate governance. Accordingly, the Board proposes to adopt the recommendations set out in the QCA Corporate Governance Code for small and mid-sized quoted companies published by the Quoted Companies Alliance ("QCA Guidelines") from 28 September 2018 in full and will comply or explain in detail any departure from that code and the reasons for doing so.

At Admission, the Board will comprise six directors, of whom three are executive directors and three are non-executives. The Board considers that Anne Donoghue, Fraser Gray and I are independent (within the meaning of the QCA Guidelines). The Directors believe that the size and composition of the Board is appropriate for the Enlarged Group at Admission.

Board

The Board will continue to be responsible for the overall management of the Enlarged Group, including the formulation and approval of the Enlarged Group's long term objectives and strategy, the approval of budgets, the oversight of Enlarged Group operations, the maintenance of sound internal control and risk management systems and the implementation of the Enlarged Group's strategy, policies and plans. Whilst the Board may delegate specific responsibilities, there will be a formal schedule of matters specifically reserved for decision by the Board; such reserved matters will include, amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board will formally meet eleven times per year to review performance.

The Company has established an audit and risk committee, a remuneration committee and a nomination committee with formally delegated duties and responsibilities, and has adopted a share dealing code and an anti-corruption policy, as described below.

Audit and risk committee

The audit and risk committee will continue to be responsible for monitoring the integrity of the Company's financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company's internal control and risk management systems, monitoring the effectiveness of the internal audit function and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings).

The audit and risk committee comprises Anne Donoghue, Fraser Gray and myself and is chaired by Fraser Gray. The audit committee meets at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The audit committee comprises members with the appropriate financial and business expertise to act efficiently as a member of the committee. The audit committee also meets regularly with the Company's external auditors.

Remuneration committee

The remuneration committee has responsibility for making recommendations to the Board on the Company's policy on the remuneration of the Company's Chief Executive Officer, executive directors and other senior employees, including performance linked bonuses and performance linked pay schemes, benefits and related eligibility requirements, share incentive schemes, grants of awards under any share option scheme adopted by the Company and for the determination, within agreed terms of reference, of specific remuneration packages for each of the executive Directors, including pension rights, contracts of employment and any compensation payments.

The terms of reference of the remuneration committee cover such issues as membership and frequency of meetings, together with the role of the Company Secretary and the requirements of notice of and quorum for and the right to attend meetings, including the ability of the committee to invite non-members to attend meetings of the committee, and, if considered appropriate, the appointment of independent remuneration consultants.

The duties of the remuneration committee include: determining and monitoring policy on, and setting levels of, remuneration, contracts of employment, early termination, performance-related pay and bonuses, pension arrangements, reporting and disclosure. The terms of reference also set out the reporting responsibilities and the authority of the committee to exercise its duties. The committee is required to conduct an annual assessment of its compliance with its terms of reference and of its effectiveness.

The Remuneration Committee comprises Anne Donoghue, Fraser Gray and myself and is chaired by Anne Donoghue. The remuneration committee meets at least two times a year and otherwise as required.

Nomination committee

The terms of reference of the nomination committee cover such issues as membership and frequency of meetings, together with the role of the Company Secretary and the requirements of notice of and quorum for and the right to attend meetings, including the ability of the committee to invite non-members to attend meetings of the committee and use of services of external advisers to facilitate a search for candidates for open positions.

The duties of the nomination committee include: giving consideration to succession planning for members of the Board and senior management; evaluation of the balance of skills, knowledge and experience on the Board; reviewing the leadership needs of the Company; considering proposals for directors to take up further directorships in other entities; recommending plans for succession planning to the Board and recommending suitable candidates to the Board for new, or vacant, positions at board level. The terms of reference also set out the reporting responsibilities and the authority of the committee to exercise its duties. The committee is required to conduct an annual assessment of its compliance with its terms of reference and of its effectiveness.

The committee meets as necessary and comprises Anne Donoghue, Fraser Gray and myself as chairman. The nomination committee will normally meet not less than once a year.

New Articles of Association

The Directors intend to adopt new articles of association for the Company, which will be put to Shareholders proposed to be adopted by special resolution at the General Meeting.

The City Code

The Company is a public company incorporated in England and Wales, and application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. The City Code applies to all companies who have their registered office in the UK, Channel Islands or Isle of Man and whose securities are traded on a regulated market in the UK or a stock exchange in the Channel Islands or Isle of Man or a multilateral trading facility (such as AIM). Accordingly, the Company is subject to the City Code and therefore all Shareholders are entitled to the protections afforded by it.

The City Code governs, inter alia, transactions which may result in a change of control of a public company (or certain private companies) to which the City Code applies. Under Rule 9 of the City Code any person who acquires, whether by a series of transactions over a period of time or not, an interest (as defined in the City Code) in shares which (taken together with shares in which that person is already interested or in which persons acting with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares. Similarly, Rule 9 of the City Code also provides that when any person, together with persons acting in concert with him, is interested in shares which, in aggregate, carry more than 30 per cent. of the voting rights of such company but does not hold shares carrying more than 50 per cent. of such voting rights, a general offer will normally be required if any further interest in shares is acquired which increases the percentage of shares carrying voting rights in which he, together with persons acting in concert with him, are interested.

Rule 9 of the City Code further provides, among other things, that where any person who, together with persons acting in concert with him, holds over 50 per cent. of the voting rights of a company, acquires any further shares carrying voting rights, they will not generally be required to make a general offer to the other shareholders to acquire the balance of their shares, though Rule 9 of the City Code would remain applicable to individual members of a concert party who would not be able to increase their percentage interests in the voting rights of such company through or between Rule 9 thresholds without complying with the requirements of Rule 9 or first obtaining a waiver from the Takeover Panel.

Anti-bribery policy

The Company has adopted an anti-bribery and corruption policy which applies to all individuals working for the Company, or providing services to it, wherever located. It sets out their responsibility to observe and uphold a general prohibition on bribery and corruption in the jurisdictions in which the Company operates, as well as providing guidance to those working for the Company on how to recognise and deal with bribery and corruption issues and the potential consequences. The Company expects all employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, apprentices, secondees, agency staff, volunteers and interns to conduct their day-to-day business activities lawfully, ethically and with integrity, be aware of and refer to this policy in all of their business activities worldwide and to conduct business on the Company's behalf in compliance with it. Management at all levels are responsible for ensuring that those reporting to them, internally and externally, are made aware of and understand this policy.

New Share Option Scheme

The Directors believe that the success of the Group will depend to a significant degree on the future performance of the Group's management team. The Directors also recognise the importance of ensuring that the management team is well motivated and identifies closely with the success of the Group.

Accordingly, the Company intends to adopt the New Share Option Scheme. The New Share Option Scheme will replace the existing Share Option Scheme. On Admission, the holders of Options granted to in accordance with the rules of the Share Option Scheme will waive their entitlement to those Options in consideration for the grant of New Options under the New Share Option Scheme.

On Admission, the Company intends to make two types of award to six members of its senior management team, including the executive Directors. Each individual will be awarded an option over 312,498 Ordinary Shares with an exercise price equal to the Placing Price so that their total exercise cost is GBP249,999. These options are subject to a performance condition such that they will vest if the total shareholder return over the performance period is 7 per cent. per annum compounded or higher. Half of this award will vest subject to the meeting of this performance condition over a three year period and half will vest subject to the meeting of the performance condition over a four year period.

In addition, the six individuals will receive unapproved awards under a value creation plan structure which will entitle the individuals as a whole to 10 per cent. of total shareholder returns over the compound annual hurdle of 10 per cent. Half of this award will vest subject to the meeting of this performance condition over a three year period and half will vest subject to the meeting of the performance condition over a four year period. The increase in shareholder value is calculated as the market capitalisation of the Company at the performance measurement date less the net invested capital in the Company. The net invested capital in the Company is the equity value of the Company on Admission plus any additional amounts paid to subscribe for new Ordinary Shares increased by the compound annual hurdle of 10 per cent. from the date of the issuance of the new Ordinary Shares up to the performance measurement date and less all amounts paid by the Company by way of dividends or other distributions in respect of Ordinary Shares over the relevant period.

Audited final results for the year ended 31 March 2018

Separately today, the Company announced its audited final results for the year ended 31 March 2018. Revenue was GBP2.6 million (14 months ended 31 March 2017: GBP2.68 million), representing growth of 13 per cent, EBITDA of (GBP0.393) million (14 months ended 31 March 2017: (GBP0.056) million) and EBIT of (GBP0.966) million (14 months ended 31 March 2017: (GBP0.267) million). During the year, all of the Company's debt was repaid and investment was made to strengthen the Company's infrastructure.

Current trading and prospects of the Enlarged Group

Vitesse

In the 3 months to 30 June 2018, the Group traded ahead of budget, due, in particular, to a strong period for Events with Women In Finance and Future Stars of Tech. The Board has accelerated its plans to restructure its media sales team on the back of the relaunch of InformationAge and the launch of the DiversityQ website. Traditionally, the quarter ending 30 September is the Company's quietest quarter due to limited Events activity. However, Events momentum for the second half is building well.

InvestmentNews

For the six months to 30 June 2018, InvestmentNews traded ahead of budget and was approximately 15 per cent. up on the same period last year. At the half year point, it has booked revenue covering approximately 82 per cent. of its full year budget.

Dividend policy

Subject to restructuring the Company's reserves, the Directors intend to commence a progressive dividend policy in respect of the year ending 31 December 2019 with the earliest dividend expected to be declared for the 6 months ending 30 June 2019. The Board intends to pay an interim and a final dividend of one-third and two-thirds of the annual dividend payable.

Taxation

If you are in any doubt as to your tax position, you should consult your own independent financial adviser immediately.

EIS and VCT status

The Company has applied for advance assurance from HMRC that the EIS Placing Shares and the VCT Placing Shares will rank as "eligible shares" for the purposes of EIS and will be capable of being a "qualifying holding" for the purposes of investment by VCTs. However, none of the Company, the Directors or any of the Company's advisers give any warranty or undertaking that such advance assurance will be granted or that such reliefs will be available and not withdrawn at a later date.

Proposed change of name

A special resolution will be proposed at the General Meeting to approve the change of name of the Company to Bonhill Group plc. Bonhill Group plc will act as the holding company for a variety of brands in its chosen communities. Given the scale and nature of change in the Enlarged Group, the Board believes that this is an appropriate time for the Company to change its name.

If the resolution is passed at the General Meeting, the Company's AIM ticker will be changed to BONH and its website address will be changed to www.bonhillplc.com as of Admission.

Change of accounting reference date

Following Admission, the Company proposes to change its accounting reference date from 31 March to 31 December to align with the accounting reference date of InvestmentNews. As set out above, the Company has announced today its audited final results for the year ended 31 March 2018 and the Company will next report unaudited interim results for the 6 months ending 30 September 2018, audited results for the 9 months ending 31 December 2018 and unaudited results for the 6 months ending 30 June 2019 for the Enlarged Group.

General Meeting

To enable the Proposals to be implemented, it is necessary for Shareholders to:

   a)    approve the Acquisition; 
   b)    approve the Share Reorganisation; 
   c)     give the Board the necessary authorities to allot New Ordinary Shares; 
   d)    approve the adoption of New Articles; and 
   e)     approve the change of name of the Company to Bonhill Group plc. 

The General Meeting is to be held at the offices of Dentons UK and Middle East LLP at One Fleet Place, London EC4M 7WS at 1.00 p.m. on 16 August 2018. The following resolutions will be proposed at the General Meeting, of which Resolutions 1 to 4 (inclusive) will be proposed as ordinary resolutions and Resolutions 5 to 7 (inclusive) will be proposed at special resolutions:

Resolution 1 - Acquisition

To approve the Acquisition, which constitutes a reverse takeover for the Company under Rule 14 of the AIM Rules for Companies and therefore cannot be completed without Shareholder approval.

Resolution 2 - Share Reorganisation

To approve and give effect to the Share Reorganisation, which is described in more detail above.

Resolution 3 - Authority to allot shares

To grant authority to the Directors to allot New Ordinary Shares in connection with (i) the Acquisition, the Placing, the issue of the Adviser Shares and the New Share Option Scheme and (ii) otherwise up to a maximum aggregate nominal amount which represents = approximately two-thirds of the Company's Enlarged Share Capital. This additional two-thirds authority is granted on the basis that any amount in excess of one-third of the Enlarged Share Capital may only be allotted pursuant to a fully pre-emptive rights issue. The Directors have no present intention of exercising any part of the additional 'two-thirds' authority.

Resolution 3 is conditional upon Resolutions 1, 2, 4 and 6 being passed and the Share Reorganisation described in Resolution 2 becoming effective.

Resolution 4 - Ratification of prior allotments

The current Articles of Association contain a restriction upon the maximum amount of shares that may be allotted by the Company. All prior allotments of shares by the Company have occurred under and in accordance with approved Shareholder authorities, however the Company has inadvertently previously issued shares in excess of the prescribed threshold contained in the Articles. The Board therefore wishes to seek Shareholder ratification of those past allotments in accordance with section 239 of the Companies Act. The Directors believe that no Shareholder has been prejudiced as a result of the maximum authorised share capital having been exceeded, and that therefore seeking this ratification from Shareholders is appropriate. Under the Companies Act, companies are no longer required to have an authorised share capital and accordingly this limit will be removed as part of the process of adopting the New Articles under Resolution 6 of the General Meeting. This will bring the Company into line with the position adopted by the vast majority of other AIM traded companies.

Resolution 5 - Disapplication of pre-emption rights

To allow the Directors to allot equity securities as if the statutory pre-emption rights contained in section 561(1) of the Companies Act do not apply.

This authority is limited to the allotment of shares in connection with (i) the Acquisition, the Placing, the issue of Adviser Shares and the New Share Option Scheme; (ii) rights issues and other pre-emptive offers; and (iii) otherwise up to an aggregate nominal amount which represents approximately 10 per cent. of the Enlarged Share Capital.

Resolution 5 is conditional upon Resolutions 2 and 3 being passed and the Share Reorganisation described in Resolution 2 becoming effective.

Resolution 6 - Adoption of the New Articles

A summary of the principal changes to be made to the existing Articles of Association are set out in the Admission Document.

Resolution 7 - Change of name

To effect the change of name of the Company to "Bonhill Group plc" for the reasons described above.

Resolution 7 is conditional upon the passing of Resolution 3.

All of the Resolutions need to be approved by Shareholders for all of the Proposals to be implemented.

Irrevocable undertakings to vote in favour of the Resolutions

Each of the Directors who holds Ordinary Shares has given an irrevocable undertaking to the Company to vote in favour of the Resolutions in respect of their entire beneficial holdings of Existing Ordinary Shares amounting to, in aggregate, 18,237,448 Existing Ordinary Shares, representing approximately 10.60 per cent. of the Existing Ordinary Share Capital.

In addition, Anthony Cross, City Financial Investment Company Limited, Herald Investment Management Limited and Peter James Tracey have given irrevocable undertakings to the Company to vote in favour of the Resolutions in respect of their entire beneficial holdings of 68,402,831 Existing Ordinary Shares, representing approximately 39.75 per cent. of the Existing Ordinary Share Capital. In total therefore, the Company has received irrevocable undertakings to vote in favour of the Resolutions amounting to, in aggregate, 86,640,279 Existing Ordinary Shares, representing approximately 50.35 per cent. of the Existing Ordinary Share Capital.

INFORMATION ON INVESTMENTNEWS

Introduction

InvestmentNews is one of the market leading Business Information and Data & Insight brands supporting the US financial adviser and wealth manager community as measured by digital audience size. It interacts with its community through a weekly publication, InvestmentNews, its award-winning website, www.InvestmentNews.com, live events and research and data offerings.

InvestmentNews is a key information source for US based advisers, which consists of over 300,000 financial advisers, investment advisers, wealth managers, securities brokers, insurance, accounting, banking, law and other financial planning/investment professionals with over 150,000 weekly readers of its InvestmentNews publication, on average 545,000 unique monthly users, 1.6 million monthly page views of its InvestmentNews.com website and approximately 1,250 attendees annually to its live events. The business has 42 staff members and is headquartered in New York.

InvestmentNews was launched in 1997 as a weekly business publication by Crain, one of the US's largest privately held B2B media companies which operates 55 brands worldwide. In 1998, InvestmentNews launched its website, www.InvestmentNews.com, followed in 2006, by hosting its first conference, The Retirement Income Summit, which is now in its 12th year. The business currently operates eleven industry specific conferences per year. In 2009, InvestmentNews acquired a leading independent benchmarking studies platform for financial advisers from Moss Adams LLC expanding its research proposition into more in-depth data and insight.

Key business highlights

Significant US FA/WM sector with further potential for growth: the US has the largest financial services industry in the world with the US High-Net-Worth wealth market experiencing strong growth, the population of High-Net-Worth individuals increasing by 10.2 per cent. in 2017, to 5.3 million people and their wealth growing by 10.5 per cent. to $18.6 trillion(8) . The FA/WM community is hard to engage due to the technical nature of the sector, and compliance and regulatory constraints, as well as being fragmented across a diverse group comprising financial advisers, investment advisers, wealth managers, securities brokers, insurance, accounting, banking, law and other financial planning/investment professionals. These factors provide barriers to entry and also opportunities to create valuable propositions such as the business' live events portfolio and its benchmarking studies.

(8) Source: Capgemini World Wealth Report 2018

A leading B2B media brand in the FA/WM sector: over the past twenty years, InvestmentNews has become one of the market leading B2B information brands in the FA/WM sector, as measured by advertisement pages, digital audience and website traffic. The weekly publication has a core subscriber base of over 61,000 professionals and over 170,000 weekly readers. InvestmentNews.com has a core audience of 545,000 unique monthly users generating over 1.6 million monthly page views.

Existing high margin Business Information revenue streams: The Directors believe that, through product innovation, pricing reviews and improved technology, InvestmentNews can maintain margins and minimise print contribution decline from its print publication, while increasing digital contribution.

Potential to significantly expand its Live Events and Data & Insight propositions: InvestmentNews has recently launched two new events and expanded one of its existing events, bringing its portfolio to eleven events annually. It hired its first dedicated Director of Events in 2017 to drive expansion in both the scale of its existing events, and continue to add further events, within the portfolio. The business also plans to grow its Data & Insight proposition, building on the success of its benchmarking studies (for example, launching studies on investment management usage and market sizing).

Underinvested business with potential for accelerated organic growth and accretive acquisitions: InvestmentNews has received relatively little investment over the last few years. There is, therefore, the potential to deploy capital to accelerate growth organically of revenues streams and margins, while also acquiring products and/or businesses that are aligned with the Enlarged Group's growth strategy.

Experienced management team: InvestmentNews' publisher, Suzanne Siracuse has been with the business since it was launched, and has been its publisher since 2006, having previously occupied the position of associate publisher. She is an experienced advocate and speaker in the FA/WM and Diversity sectors. Suzanne is supported by industry veteran, Frederick Gabriel, Editor of InvestmentNews, Mark Bruno, Associate Publisher (responsible for the business' custom publishing, data and research products) and Josh Brous, InvestmentNews' Director of Events and Integrated Solutions. The management team and the wider staff of InvestmentNews will remain with the business following the Acquisition.

The US Financial Planning and Advice Sector

InvestmentNews is a leading B2B information business servicing the US FA/WM sector. The sector is comprised of companies that provide financial planning, financial advice and wealth management services to both individuals and business clients. Operators also offer advice, in conjunction with other activities, such as portfolio management, retirement planning, protection planning and brokerage services.

In 2018, global High-Net-Worth wealth grew by 10.2 per cent., the sixth consecutive year in succession, surpassing the $70 trillion threshold for the first time(9) . The US remained the largest contributor to global High-Net-Worth wealth 2017 with the US population of High-Net-Worth individuals increasing by 10.2 per cent. in 2017, to 5.3 million people, and their wealth growing by 10.5 per cent. to approximately $18.6 trillion.

(9) Source: Capgemini's Global Wealth Report 2018

The US Department of Labor ("DOL") Fiduciary Rule

The US FA/WM sector has been affected by the DOL Fiduciary Rule, which was introduced in April 2016, and the SEC Standards of Conduct announced in April 2018. The DOL Fiduciary Rule sought to expand the "investment advice fiduciary" definition under the Employee Retirement Income Security Act 1974 ("ERISA") which had the effect of imposing a substantially commission-free advice environment in the sector. In June 2018, the DOL Fiduciary Rule was struck down by the US Fifth Circuit Court of Appeals.

The SEC's Standards of Conduct focus on bringing broker-dealers on a fiduciary par with investment advisers, who already have to comply with fiduciary responsibilities under the SEC. The Standards of Conduct are currently subject to a comment period ending on 7 August 2018, and are not yet settled regulations.

Since the introduction of the DOL Fiduciary Rule in 2016, the US financial services industry has been gearing up to comply with the change in regulations, and commentators believe that the US financial services industry will naturally move towards a more UK style Retail Distribution Review ("RDR") environment.

Over the last two years, InvestmentNews has seen a decline in advertising spend as asset managers and insurance companies, advertising to financial advisers and wealth managers, have needed to review advertising literature to ensure that it complied with the new rules. At the same time, the conflict of interest that subtly exists between some advisory firms and their investment partners in terms of providing a marketing/advertising spend in return for business has required a certain amount of business restructuring which has reduced some firms' marketing and advertising budgets. The Directors believe that once advertising clients affected by the regulations either directly or indirectly align themselves closer to the spirit of any rules to reduce conflicts of interest and create compliant marketing and advertising material, a more normal advertising environment should resume.

The Directors also believe that the changes to the industry referred to above could provide the following opportunities for InvestmentNews:

-- the highly technical nature of the issues provides editorial opportunities in explaining the rules and the impact on readers' clients which could make InvestmentNews even more of a 'go to' publication;

-- there is an opportunity to attract advertisers who are further down the line in their 'professional' journey and want to highlight their reputational credentials to attract like-minded advisers;

-- the mix and spread of InvestmentNews' advertisers (product providers, business support, compliance, software, technology adviser networks) giving it an advantage over more product-focused publications; and

-- InvestmentNews' custom content team is in a good position to help clients with marketing literature, blogs and web content to explain the issues and show how they are adapting and innovating.

US B2B media sector

The US is the largest B2B media market in the world on a per country basis, and it is expected that, by 2020, the US will account for approximately 49 per cent. of the global B2B market. Between 2017 and 2022, growth is forecast to be approximately 3.2 per cent. per annum.

-- The value of the Business Information sub-sector reached $5.8 billion in 2017 and, between 2017 and 2022, is forecast to grow by 1.4 per cent. per annum to $6.3 billion.

-- The value of the B2B trade show sub-sector reached $14.3 billion in 2017 and, between 2017 and 2022, is forecast to grow by 4.1 per cent. per annum to $17.5 billion.

-- The value of the Data & Insight sub-sector reached $55.6 billion in 2017 and, between 2017 and 2022, is forecast to grow by 4.3 per cent. per annum to $68.5 billion.

Business overview

InvestmentNews' commercial activities are as follows:

Business Information: this comprises the following propositions:

-- weekly print publication: revenues are generated by sponsorship and advertising with a small, but growing list of paid subscribers;

-- website and digital products: revenues are generated by advertising and sponsorship and a small number of digital paid subscriptions; and

-- miscellaneous products (for example, reprints and licensing): products are paid for directly by customers;

Live Events: conferences, workshops, think tanks and awards evenings. Revenues predominantly comprise sponsorship, with the remainder coming from paid registrations; and

Data & Insight: benchmarking studies, independent industry research, surveys and executive briefs.

Business Information: controlled circulation publication

InvestmentNews publishes its print publication on a weekly cycle, 45 times per year with editions not being published in the peak holiday seasons during July and August and over Christmas. The business also publishes ad hoc 'specials'. The publication has an average circulation run of 61,000 per issue, with each copy consisting of approximately 33 pages, a third of which are devoted to advertising.

The title is distributed on a so called controlled circulation basis, so readers register to receive the product for free. The current controlled circulation audience is approximately 61,000, with approximately 2,000 paid subscribers. Revenue is generated predominantly from sponsorship and advertising within a copy with advertising solutions varying across display, classified and insert advertising, as well as custom publishing propositions.

The traditional weekly publication remains a popular platform for reaching professionals in the FA/WM sector with the average reader being approximately 55 years of age. The business has received strong feedback from its readership as to their liking and continued support for the printed product with 93.4 per cent. of readers specifically requesting to receive the print edition in 2017. Although advertising revenue has slowed, this level of reader loyalty to the print publication has meant that financial institutions remain interested in exploring ways to leverage the advertising opportunities in the publication.

InvestmentNews also has a small, but growing, paid for subscriber 'audience'. The business offers three packages to its paid subscribers:

-- Classic Print: the publication (45 issues per annum), including free delivery at a cost of $49 per annum;

-- Premium Access: in addition to the Classic Print features set out above, the Premium Access subscriber is offered unlimited access to InvestmentNews.com at a cost of $129 per annum; and

-- VIP Access: in addition to the Premium Access features set out above, the VIP Access subscriber is offered full access to InvestmentNews' data at a cost of $239 per annum.

Business Information: Digital

InvestmentNews is a leading digital media brand in the US FA/WM sector, with InvestmentNews.com having one of the largest digital audiences of financial advisers in the sector. InvestmentNews' targeted digital audience in terms of:

-- industry segment mainly comprises financial planning and financial advisory firms across all channels, including the brokerage and independent channels (with advisers representing broker-dealers, and as part of firms such as LPL, Commonwealth and Advisor Group), the registered investment adviser channel (with firms such as Aspirant, Private Ocean and The Colony Group and their custodial providers, such as Charles Schwab, TD Ameritrade and Fidelity) and with the advisers representing the securities broker channel and employees of firms such as Merrill Lynch and UBS. Also, asset management firms such as Blackrock, T. Rowe Price and Northern Trust, which, in aggregate, represent approximately 75 per cent. of the website's audience;

-- job function mainly comprises financial planners/investment advisers, registered representatives and financial planning managers within those organisations; and

   --      assets under management ranges across all sizes of organisations. 

InvestmentNews.com generates on average 545,000 monthly unique users, 1.6 million monthly page views and is one of the leading B2B websites in the US media industry.

InvestmentNews offers a suite of digital product offerings to its clients:

-- Contextual Advertising: allows clients to align sales messaging with the most relevant article pages and themes published by InvestmentNews.com through its targeted run-of-site advertising programme;

-- Dedicated Home Page Placements: a gateway for all news, features, special reports, research and competitive intelligence available on InvestmentNews.com, which generates more than 125,000 page views per month on average;

-- eNewsletters: InvestmentNews publishes up to date market information via its 9 different eNewsletters, which are published daily, weekly, monthly, bi-monthly, or quarterly. InvestmentNews also periodically publishes special reports relating to targeted topics and news events;

-- Interstitials: the first time each unique user visits the InvestmentNews.com site each day, a pop-up advertisement appears for up to 15 seconds before redirecting to InvestmentNews content;

-- Sponsored Emails: InvestmentNews owns and operates a detailed database of over 100,000 US advisers who opt-in to receive third-party messages. InvestmentNews sells access to the list and transmits the sponsors' messages on their behalf;

-- Thought Leadership: features clients' white papers within the most widely read stories, columns and blogs appearing on InvestmentNews.com, generating leads directly when advisers download their white papers;

-- Video: pre-roll advertisements before InvestmentNews content or sponsorship of an InvestmentNews editorially driven initiative; and

-- Webcasts: InvestmentNews offers 3 types of webcast sponsorships: editorial/topical, research-related and custom.

InvestmentNews also offers bespoke custom digital solutions to its clients:

-- Market research: custom surveys developed and delivered directly to financial advisers and individual investors in addition to presentations, reports and research papers that clients can publish independently, or co-brand with InvestmentNews. The business can also provide analysis of adviser and investor surveys;

-- Sponsored content/content distribution: content developed by industry professionals and strategic content marketing campaigns optimally positioned and distributed directly to InvestmentNews' audience;

-- Custom video services: video production, editing and distribution solutions, custom coverage of conferences, industry events and internal gatherings, case studies and testimonial development;

-- Webcasts: developing webcast topic with a client designed to engage and inform hundreds of financial advisers, positioning their clients' executives as "thought leaders" and "subject matter experts" via a live, interactive, audio or video webcast; and

-- White papers: InvestmentNews helps a client to identify the most popular topics facing financial advisers and to develop strategies for delivering co-branded or private-labelled reports directly to their offices, desks, or inboxes, as the case may be.

The aim of each custom digital campaign is to tailor it to an individual client's goals and objectives and the campaign can be scaled to work within a wide range of budgets. Projects range from $10,000 for a sponsored content campaign to $150,000 for a customised research project and distribution campaign.

Business Information: Miscellaneous

InvestmentNews has a number of miscellaneous revenue streams:

-- Reprints and royalties: InvestmentNews leverages its content and award/recognition offerings to provide marketing solutions to subscribers and advertisers. Royalties are earned from licensing existing InvestmentNews content to third party clients;

-- List rental purchases: InvestmentNews has a proprietary list of thousands of professionals who have opted-in for third party emails, which firms pay to sponsor; and

-- eBookstore: hosted by InvestmentNews on its website, which generates revenue via individual book downloads and hard cover sales.

In the year ended 31 December 2017, InvestmentNews' Business Information segment generated audited revenues of $13.980 million (2016: $15,504 million), representing approximately 83.4 per cent. of total revenue (2016: 89.9 per cent.).

Live Events

InvestmentNews' live events serve as forums for US financial advisers and industry professionals to present, discuss and identify new ideas, challenges, opportunities and developments in the financial planning and advice industry as well as acknowledge and celebrate achievements. Senior, mid-level and junior executives are able to network and stay abreast of key sector trends. Events hosted by InvestmentNews can be classified into two categories:

-- InvestmentNews Industry Conferences: conferences, workshops and think tanks where financial advisers, industry professionals, and executives meet to discuss and learn about the financial advice industry via seminars, keynote addresses and panel discussions; and

-- Award/Recognition Events: forums held to recognise excellence in the financial planning and advice industry.

InvestmentNews' Live Event portfolio

 
 Event                     Description                                      Launch 
                                                                             date 
                          A one day workshop designed for female 
                           advisers who want to develop their 
                           skill sets. It is held in three cities 
                           (Boston, Chicago and San Francisco). 
                           InvestmentNews plans to add a fourth 
Women Adviser Summit       city in 2018 (Denver).                           2015 
                          A roundtable and workshop created specifically 
                           for aggregators, who represent thousands 
                           of retirement plan advisers, and consultants, 
                           who work closely with both retirement 
                           plan advisers and plan sponsors, will 
                           address and discuss the key themes 
Retirement Plan            and opportunities within the evolving 
 Adviser Think Tank        profession of retirement plan advice.            2018 
                          This new one-day think tank will provide 
                           diversity and inclusion best practices 
                           around key themes such as recruitment, 
                           retention, firm culture and communication 
                           strategies. The awards will recognize 
                           individuals and firms that excel in 
                           creating a successful environment that 
Diversity and Inclusion    embraces a culture of diversity and 
 Think Tank and Awards     inclusion.                                       2018 
                          This VIP roundtable and workshop unites 
                           FinTech decision- makers from some 
                           of the top broker-dealers, custodians 
                           and large RIA firms to identify and 
                           discuss technology solutions that will 
                           enable innovation - and solve complex 
                           problems - across the financial advice 
FinTech Think Tank         industry.                                        2017 
                          A two day educational event providing 
                           insights and solutions on retirement 
                           income strategies for advisers, including 
                           an assessment of the challenges and 
                           opportunities advisers face when generating, 
Retirement Income          sustaining and protecting their clients' 
 Summit                    retirement income.                               2006 
                          An awards event honouring the most 
                           influential and powerful women in the 
                           US wealth management industry. It also 
                           has a 'companion' executive brief focused 
                           on highlighting best practices in attracting 
Women to Watch Awards      and retaining women in leadership roles.         2016 
                          Recently revised format, including 
                           sessions to inform and educate financial 
                           advisers on the latest trends in investing 
                           solutions available to retail investors. 
Innovators in Investing    Includes integrated live and video 
 video webcast series      webcasts.                                        2017 
                          Brings together financial advisers 
                           and influential firms for a full day 
                           conference. Attendees participate in 
                           facilitated workshop sessions designed 
                           to address the challenges and opportunities 
                           within their businesses. The workshops 
                           also help to translate InvestmentNews' 
Best Practices             benchmarking studies into personalised, 
 workshops & awards        practical strategies for growth.                 2013 
                          A half day event tailored to women 
                           working in the financial services industry 
                           with discussions focusing on leadership 
                           and advancement of women's issues to 
                           encourage more females to join the 
                           financial services industry as well 
Women's Leadership         as empowering those currently working 
 Forum                     in financial services.                           2013 
                          A think tank bringing together the 
                           industry's best young minds to identify 
                           challenges and opportunities that will 
Future of the Business     shape the future of financial advice.            2017 
                          An awards showcase of the leaders, 
                           visionaries and legends who have shaped 
Icons & Innovators         the US financial advice industry.                2017 
 
 

Revenues predominantly consist of sponsorship (approximately 85 per cent.) with the balance coming from delegate ticket sales.

In the year ended 31 December 2017, InvestmentNews' Live Events segment generated audited revenue of $1.447 million (2016: $1.037 million), representing approximately 8.6 per cent. of consolidated revenue (2016: 6.0 per cent.).

Data & Insight

InvestmentNews has two research propositions:

-- Benchmarking research: InvestmentNews' market leading independent benchmarking studies for financial advisers are sold to financial advisers, private equity firms, consultants and investment banks. In addition to individual benchmarking study sales, benchmarking research generates revenues via report sponsorships, webcasts, eNewsletters, and 'cut reports' (clients buy "cuts" of the benchmarking data for product development, and to populate their own internal tools for advisers). The business currently has three benchmarking offerings:

-- Financial Performance Study of Advisory Firms (to be renamed 'The Study of Pricing & Profitability'): long running and widely used independent benchmarking study in the US financial advice industry, allowing advisers to benchmark their businesses against the revenues, expenses and profitability of hundreds of advisory firms across the industry. The study is priced at $499;

-- Adviser Compensation and Staffing Study: provides professionals with benchmarking data to evaluate their firm's salaries, structure and overall human capital strategy. The study is priced at $499; and

-- Adviser Technology Study: technology blueprint for advisers. The study provides detailed information on the overall levels of technology investments and specific allocations, broken out by firm size and type. The study is priced at $299.

-- Custom research: InvestmentNews offers bespoke research solutions by leveraging its experience of the US FA/WM sector. The custom research team works closely with its clients, using its experience and research techniques to understand clients' business goals and challenges. InvestmentNews produces, and at times distributes, the high-level findings of its custom research through white papers, executive briefs, research studies or webcasts.

InvestmentNews also has a suite of four database products:

-- Broker Dealer Data Center: offers recruitment and financial data on more than 100 independent broker-dealers in the US. It is priced at $795;

-- Advisers on the Move: provides details about specific advisers and teams who have recently changed firms, including details of the firms they have joined and have left. It is priced at $99;

-- RIA Data Center: is an interactive ranking tool providing professionals with access to key information on fee only registered investment advisers, including their average account size, discretionary and nondiscretionary assets under management, as well as total assets held under management. It is priced at $595; and

-- Investment Adviser Research Dashboard: is powered by InvestmentNews' Financial Performance Study and its Adviser Compensation and Staffing Benchmarking Study. It is a competitive intelligence and benchmarking tool collated via a survey from over 500 independent advisory firms. It is used by financial advisers who are looking to effectively manage and grow their businesses. It is priced at $999 per annum per user.

In the year ended 31 December 2017, InvestmentNews' Data & Insight segment generated audited revenue of $1.327 million (2016: $0.703 million), representing approximately 7.9 per cent. of consolidated revenue (2016: 4.1 per cent.).

Growth Opportunities

The Directors believe that there are a range of opportunities available to InvestmentNews to grow its business organically and also to deploy capital for accretive strategic acquisitions:

   --      Business Information: 

o Weekly publication: the Directors believe that adapting and innovating the print product, revising the title's pricing strategy, increasing paid subscriptions and custom publishing should maintain margins and minimise contribution decline from its print publication;

   --      Digital: the Directors believe that: 

o The introduction of a new technology platform under the Company's ownership should improve audience insight and intelligence, leading to better targeted online content and a larger, more engaged audience; and

o A larger, more engaged audience should, in turn, allow InvestmentNews' sales team to improve volumes and yields of traditional digital advertising, deliver greater paid for subscriptions volumes and further develop its custom product offering, driving custom digital revenues.

   --      Live Events: 

The Directors believe that:

o An increased understanding of InvestmentNews' on and off-line community will provide the Company with greater insight into the current sector trends;

o This will, in turn, allow InvestmentNews to create more engaging live event content attracting greater numbers of delegates and sponsors, and enabling it to increase sponsorship yield, from each event;

o A better understanding of InvestmentNews' on and offline community will also allow the Company to better target new live event launches. For example, InvestmentNews used its knowledge and network of top retirement plan advisers ("RPAs") to create an RPA Think Tank event which launched in Q1 2018;

-- As a result, the scale and the number of events in the Live Event portfolio should increase significantly.

Data & Insight:

-- The Directors intend to expand upon InvestmentNews' Data & Insight team to build on the success of the business' custom research proposition;

-- They also intend to leverage InvestmentNews' existing research capabilities, benchmarking and database products to create a new series of Data & Insight products that will cover the technical facets of the US FA/WM sector and/or the practice management issues that many of InvestmentNews' community face. New products include an investment management usage study and a new market sizing study;

-- InvestmentNews' management has identified a number of acquisition targets that are closely aligned to the Data & Insight growth strategy and which would provide the business with a significant step change.

Advertising and sponsorship clients

Over the last twenty years, the InvestmentNews leadership team has built relationships with key decision makers at many of the leading financial services firms in the US who advertise in or sponsor the business' products and services.

In the year ended 31 December 2017, the business had a total of 190 advertising and sponsorship clients ranging across the US FA/WM sector with a low level of customer concentration. InvestmentNews' top three clients only accounted for, in aggregate, approximately 14 per cent., and its top ten clients only accounted for, in aggregate, approximately 35 per cent., of total advertising and sponsorship revenues.

Sales and Marketing

The InvestmentNews sales team comprises a national sales manager, supported by five regional sales managers who oversee key client and agency relationships on a geographic basis. They work individually, as a team and, on key accounts, with the Publisher and/or Associate Publisher as appropriate.

Each sales manager sells across all of InvestmentNews Business Information and Data & Insight propositions and has an individual sales target. The business has a Live Events sales executive who focuses on that business area, working with the Director of Events and also in partnership with the wider sales team on cross-media pitches.

InvestmentNews' Director of Marketing leads the business' market activities, supported by a team of two marketeers and works closely with both the sales and content teams.

Operations

InvestmentNews' printing and distribution, reprints, business operational processes, technology, finance and other general and administrative functions are carried out by Crain. The Company and Crain have negotiated the Transition Services Agreement whereby Crain will continue to provide all of the above services to InvestmentNews for up to two years for a fee.

Competition

The Directors believe that InvestmentNews' major competitors include ALM Media (owner of Investment Advisor and Think Advisor), Charter Financial Publishing Network (Financial Advisor), the Financial Times (Financialadvisoriq.com), Informa plc (owner of Wealth Management) and SourceMedia (owner of Financial Planning and OnWallStreet).

InvestmentNews is a market leading B2B information brand in the US FA/WM sector, as measured by the number of advertisement pages, size of digital audience, website traffic and paid subscribers.

Senior management

InvestmentNews has approximately 38 employees. On completion of the Acquisition Agreement all of those individuals will be offered employment by Indigo Opco on terms no less beneficial than those currently enjoyed by them. The profiles of four of the key members of senior management may be summarised as follows:

-- Suzanne Siracuse - Publisher: oversees the strategy, financial performance and day-to-day operations of the business. She was part of the brand's launch team in 1997, became publisher in 2006 having previously served as associate publisher, and has led the InvestmentNews business since then. She is also an experienced advocate and speaker in the US FA/WM and Diversity sectors.

-- Frederick Gabriel Jr. - Editor: has worked at InvestmentNews for over twenty years. He is an awardwinning journalist who served as both a reporter and editor on a number of financial publications prior to joining InvestmentNews. He is responsible for overseeing all editorial coverage for InvestmentNews' weekly publication and website as well as setting the business operational and editorial strategy.

-- Mark Bruno - Associate Publisher: responsible for InvestmentNews' custom publishing, research businesses and data product sales. He is an award-winning journalist, author and researcher who has written for and edited a number of financial publications over the last decade.

-- Josh Brous - Director of Events and Integrated Solutions: joined InvestmentNews in September 2017. He oversees the strategy, development, execution and growth of InvestmentNews' live events portfolio. He has over 15 years' live event and conference experience having previously worked as VP of Events at Haymarket Media Inc., where he managed their global conferences, awards and virtual events business and prior to that spent 7 years overseeing events for Summit Business Media with a focus on brands serving finance, insurance and legal sectors.

Financial overview and HFI summary

For the year ended 31 December 2017, InvestmentNews reported audited revenues of $16.754 million (2016: $17.244 million), and profit before tax of $0.670 million (2016: $0.567 million), prior to an allocated central cost of $4.428 million, which, for the twelve months following Completion, is estimated to be approximately $1.114 million.

 
                           Year ended         Year ended         Year ended 
                     31 December 2017   31 December 2016   31 December 2015 
 $'000 
 Revenue                       16,754             17,244             19,130 
 Gross profit                  13,600             14,118             15,808 
 Profit before 
  taxation                        670                567              2,113 
 Profit before 
  taxation prior 
  to central cost               5,098              5,456              6,695 
 

PLACING & ADMISSION STATISTICS

 
 Placing Price per Placing Share                                       80p(1) 
 Number of Existing Ordinary Shares in issue 
  immediately prior 
  to the Share Reorganisation(2)                                  172,061,640 
                                                        --------------------- 
 Number of New Ordinary Shares of 1 pence each 
  in issue after the Share Reorganisation                           4,301,541 
                                                        --------------------- 
 Minimum number of Placing Shares                                  22,125,000 
                                                        --------------------- 
 Maximum number of Placing Shares                                  28,125,000 
                                                        --------------------- 
 Maximum number of Consideration Shares                             4,769,173 
                                                        --------------------- 
 Number of Adviser Shares                                           1,937,813 
                                                        --------------------- 
 Number of New Ordinary Shares in issue immediately 
  following Admission(3)                                           33,133,527 
                                                        --------------------- 
 Percentage of the Enlarged Share Capital represented         66.78 per cent. 
  by the Placing Shares(3) 
                                                        --------------------- 
 Market capitalisation of the Company at the                  GBP26.5 million 
  Placing Price at Admission(3) 
                                                        --------------------- 
 Estimated net proceeds of the Placing receivable             GBP16.5 million 
  by the Company(3) 
                                                        --------------------- 
 Existing AIM Ticker                                                      VIS 
                                                        --------------------- 
 New AIM Ticker(4)                                                       BONH 
                                                        --------------------- 
 Existing ISIN for the Ordinary Shares                           GB0006563406 
                                                        --------------------- 
 New ISIN for the New Ordinary Shares                            GB00BFWYSS80 
                                                        --------------------- 
 Website                                                 www.vitessemedia.com 
                                                        --------------------- 
 Website from Admission                                    www.bonhillplc.com 
                                                        --------------------- 
 

A US Dollar to Pounds Sterling exchange rate of approximately US$1.31/GBP1.00 has been applied throughout unless stated otherwise.

Notes:

(1) This is the price post Share Reorganisation (equivalent to a placing price of 2 pence per share prior to the Share Reorganisation).

(2) This comprises the 172,061,632 Existing Ordinary Shares in issue as at today's date and the further 8 Existing Ordinary Shares to be issued prior to the Share Reorganisation.

(3) Based on the minimum number of Placing Shares of 22,125,000.

(4) The proposed new AIM Ticker shall become effective only if the Resolutions are passed at the General Meeting.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
                                                                   2018 
 Publication and posting of the Admission Document              31 July 
  and the Forms of Proxy 
                                                     ------------------ 
 Latest time and date for return of Forms of               1.00 p.m. on 
  Proxy or CREST Proxy instructions for the General           14 August 
  Meeting 
                                                     ------------------ 
 General Meeting                                           1.00 p.m. on 
                                                              16 August 
                                                     ------------------ 
 Announcement of the result of the General Meeting            16 August 
                                                     ------------------ 
 Record Date for the Share Reorganisation             close of business 
                                                           on 16 August 
                                                     ------------------ 
 Issue of the EIS Placing Shares and the VCT                  16 August 
  Placing Shares 
                                                     ------------------ 
 Admission to trading on AIM of the Enlarged               8.00 a.m. on 
  Share Capital, completion of the Acquisition,               17 August 
  dealings in the New Ordinary Shares commence 
  and enablement in CREST 
                                                     ------------------ 
 Despatch of definitive share certificates for             by 24 August 
  New Ordinary Shares in certificated form (where 
  applicable) 
                                                     ------------------ 
 

Notes:

(1) References to times are to London, UK time (unless otherwise stated).

(2) The timing of the events in the above timetable is indicative only. If any of the above times and/or dates are adjusted by the Company, the revised times and/or dates will be notified to the London Stock Exchange by an announcement via an RIS and, where appropriate, to Shareholders.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires:

 
 "2017 Placing"                the placing by Stockdale Securities, as agent 
                                of and on behalf of the Company, of 107,500,000 
                                Existing Ordinary Shares at a price of 2 pence 
                                per Existing Ordinary Share, which completed 
                                on 27 September 2017 
 "Acquisition"                 the proposed acquisition of the Target Business 
                                by Indigo Opco, a subsidiary of Vitesse pursuant 
                                to the Acquisition Agreement and the Promissory 
                                Note 
                              --------------------------------------------------------- 
 "Acquisition Agreement"       the conditional agreement in relation to the 
                                Acquisition dated 31 July 2018 between the 
                                Sellers, Indigo Opco and the Company (and any 
                                addendum thereto) 
                              --------------------------------------------------------- 
 "Admission"                   admission of the Enlarged Share Capital to 
                                trading on AIM becoming effective in accordance 
                                with the AIM Rules for Companies 
                              --------------------------------------------------------- 
 "Admission Document"          the Company's admission document expected to 
                                be published and sent to shareholders on 31 
                                July 2018 
                              --------------------------------------------------------- 
 "Adviser Shares"              an aggregate of up to 1,937,813 New Ordinary 
                                Shares which are to be issued to Stockdale 
                                Securities, Canaccord Genuity and Taurus London 
                                (a trading name of Liberum Capital Limited) 
                                in satisfaction of certain fees payable by 
                                the Company to such advisers in relation to 
                                the Acquisition, Placing and Admission, as 
                                applicable 
                              --------------------------------------------------------- 
 "AIM"                         the market of that name operated by the London 
                                Stock Exchange 
                              --------------------------------------------------------- 
 "AIM Rules for                the AIM Rules for Companies published by the 
  Companies"                    London Stock Exchange, as amended 
                              --------------------------------------------------------- 
  "Articles" or                the articles of association of Vitesse Media 
   "Articles of Association"    plc in place at the date of this announcement 
                              --------------------------------------------------------- 
 "Board" or "Directors"        the directors of the Company 
                              --------------------------------------------------------- 
 "Brokers"                     Stockdale Securities and Canaccord Genuity 
                              --------------------------------------------------------- 
 "B2B"                         business-to-business 
                              --------------------------------------------------------- 
 "CAGR"                        compound annual growth rate 
                              --------------------------------------------------------- 
 "Canaccord Genuity"           Canaccord Genuity Limited, a company incorporated 
                                in England and Wales with registered number 
                                01774003 
                              --------------------------------------------------------- 
 "certificated"                means not in uncertificated form (that is, 
  or "in certificated           not in CREST) 
  form" 
                              --------------------------------------------------------- 
 "City Code" or                the City Code on Takeovers and Mergers issued 
  "Takeover Code"               by the Panel on Takeovers and Mergers 
                              --------------------------------------------------------- 
 "Companies Act"               the Companies Act 2006 as amended 
  or "Act" 
                              --------------------------------------------------------- 
 "Company" or "Vitesse"        Vitesse Media plc, a company incorporated in 
                                England and Wales with registered number 02607995 
                              --------------------------------------------------------- 
 "Completion"                  completion of the Acquisition 
                              --------------------------------------------------------- 
 "Consideration                up to 4,769,173 New Ordinary Shares which are 
  Shares"                       to be issued pursuant to the Acquisition 
                              --------------------------------------------------------- 
 "Crain"                       Crain Communications, Inc., one of the Sellers 
                              --------------------------------------------------------- 
 "CREST"                       the computerised settlement system operated 
                                by Euroclear which facilitates the holding 
                                of and transfer of shares in uncertificated 
                                form 
                              --------------------------------------------------------- 
  "Deferred Consideration"     the principal amount of US$6,000,000 (together 
                                with all interest and costs payable in respect 
                                thereof) payable by Indigo Opco to the Sellers 
                                by way of deferred consideration pursuant to 
                                the Acquisition in accordance with the terms 
                                of the Promissory Note 
                              --------------------------------------------------------- 
 "Deferred Shares"             the Existing Deferred Shares and the New Deferred 
                                Shares as the circumstances dictate 
                              --------------------------------------------------------- 
 "EIS"                         Enterprise Investment Scheme under provision 
                                of Part 5 of the Income Tax Act 2007 
                              --------------------------------------------------------- 
 "EIS Placing"                 the conditional placing by Stockdale Securities 
                                and Canaccord Genuity, as agents of and on 
                                behalf of the Company of the EIS Placing Shares 
                                at the Placing Price on the terms and subject 
                                to the conditions of the Placing Agreement 
                              --------------------------------------------------------- 
 "EIS Placing Shares"          the New Ordinary Shares which are to be issued 
                                under the Placing to certain Placees seeking 
                                to benefit from EIS relief 

                              --------------------------------------------------------- 
 "Enlarged Group"              the Group following the acquisition of the 
                                Target Business 
                              --------------------------------------------------------- 
 "Enlarged Share               the share capital of the Company on Admission, 
  Capital"                      comprising the New Ordinary Shares arising 
                                pursuant to the Share Reorganisation, the Consideration 
                                Shares, the Placing Shares and the Adviser 
                                Shares 
                              --------------------------------------------------------- 
 "ERISA"                       the Employee Retirement Income Security Act 
                                1974 
                              --------------------------------------------------------- 
 "EU"                          the European Union 
                              --------------------------------------------------------- 
 "Euroclear"                   Euroclear UK and Ireland Limited (formerly 
                                named CrestCo Limited), the operator of CREST 
                              --------------------------------------------------------- 
 "Existing Deferred            deferred shares of 9p each in the capital of 
  Shares"                       the Company in issue at the date of this announcement 
                              --------------------------------------------------------- 
 "Existing Ordinary            the ordinary share capital of the Company at 
  Share Capital"                the date of this announcement, comprising 172,061,632 
                                Existing Ordinary Shares 
                              --------------------------------------------------------- 
 "Existing Ordinary            ordinary shares of 1p each in the capital of 
  Shares"                       the Company in issue prior to the Share Reorganisation 
                              --------------------------------------------------------- 
 "FA/WM"                       financial adviser/wealth manager 
                              --------------------------------------------------------- 
 "FCA"                         the Financial Conduct Authority 
                              --------------------------------------------------------- 
  "FSMA"                       the Financial Services and Markets Act 2000, 
                                as amended 
                              --------------------------------------------------------- 
 "General Meeting"             the general meeting of the Company convened 
                                for 1.00 p.m. on 16 August 2018 at the offices 
                                of Dentons UK and Middle East LLP at One Fleet 
                                Place, London EC4M 7WS, and any adjournment 
                                thereof 
                              --------------------------------------------------------- 
 "Group"                       the Company and its subsidiaries at the date 
                                of this announcement 
                              --------------------------------------------------------- 
 "HMRC"                        Her Majesty's Revenue & Customs 
                              --------------------------------------------------------- 
 "Indigo Holdco"               Indigo Invest Holdco, Inc, a wholly owned US 
                                subsidiary of the Company 
                              --------------------------------------------------------- 
 "Indigo Opco"                 Indigo Opco, LLC, an indirect wholly owned 
                                US subsidiary of the Company, established for 
                                the purpose of effecting the Acquisition 
                              --------------------------------------------------------- 
 "InvestmentNews"              the print and digital business information, 
                                live events and data and research products 
                                and services business for the financial advisory 
                                and wealth management market, owned by Crain 
                                and being acquired by the Company under the 
                                Acquisition Agreement 
                              --------------------------------------------------------- 
 "London Stock                 London Stock Exchange plc 
  Exchange" 
                              --------------------------------------------------------- 
 "MAR"                         Market Abuse Regulation (596/2014) 
                              --------------------------------------------------------- 
 "New Articles"                 the new articles of association of Vitesse 
  or "New Articles               Media plc proposed to be adopted by special 
  of Association"                resolution at the General Meeting 
                              --------------------------------------------------------- 
 "New Deferred                 the deferred shares of 9p each in the capital 
  Shares"                       of the Company arising from the Share Reorganisation 
                              --------------------------------------------------------- 
  "New Ordinary                the ordinary shares of 1p each in the capital 
   Shares"                      of the Company arising upon completion of the 
                                Share Reorganisation, the Consideration Shares, 
                                the Placing Shares and the Adviser Shares 
                              --------------------------------------------------------- 
 "New Share Option             the new Vitesse Share Option Scheme to be adopted 
  Scheme"                       on or around Admission 
                              --------------------------------------------------------- 
  "Ordinary Shares"            the Existing Ordinary Shares or the New Ordinary 
                                Shares as the circumstances dictate 
                              --------------------------------------------------------- 
 "Overseas Shareholders"       Shareholders who are resident in or a citizen 
                                or a national of any country outside the United 
                                Kingdom 
                              --------------------------------------------------------- 
 "Placees"                     any person who has agreed to subscribe for 
                                Ordinary Shares pursuant to the Placing 
                              --------------------------------------------------------- 
 "Placing"                     the conditional placing by Stockdale Securities 
                                and Canaccord Genuity, as agents of and on 
                                behalf of the Company, of the Non- EIS/VCT 
                                Placing Shares, the EIS Placing Shares and 
                                the VCT Placing Shares at the Placing Price 
                                on the terms and subject to the conditions 
                                of the Placing Agreement 
                              --------------------------------------------------------- 
 "Placing Agreement"           the agreement dated 31 July 2018 and made between 
                                the Company, the Directors, Stockdale Securities 
                                and Canaccord Genuity 
                              --------------------------------------------------------- 
 "Placing Price"               80p per Placing Share (equivalent to a placing 
                                price of 2 pence per share pre-Share Reorganisation) 
                              --------------------------------------------------------- 
 "Placing Shares"              a minimum of 22,125,000 New Ordinary Shares 
                                and a maximum of 28,125,000 New Ordinary Shares 
                                which are to be issued under the Placing comprising 
                                the EIS Placing Shares, VCT Placing Shares 
                                and Non-EIS/VCT Placing Shares 
                              --------------------------------------------------------- 
 "Promissory Note"             a promissory note to be entered into on Completion 
                                from Indigo Opco, Indigo Holdco and the Company 
                                to Crain in relation to the payment by Indigo 
                                Opco of the Deferred Consideration 
                              --------------------------------------------------------- 
 "Proposals"                   the Acquisition, the Placing, the Share Reorganisation, 
                                adoption of the New Articles, the proposed 
                                change of the Company's name and Admission 
                              --------------------------------------------------------- 
 "QCA Guidelines"              the corporate governance guidelines for small 
                                and mid-size quoted companies published by 
                                the Quoted Companies Alliance in April 2018 
                              --------------------------------------------------------- 
 "Record Date"                 close of business on 16 August 2018 
                              --------------------------------------------------------- 
 "Registrars" or               Share Registrars Limited 
  "Share Registrars" 
                              --------------------------------------------------------- 
 "Regulatory Information       a regulatory information service that is approved 
  Service" or "RIS"             by the FCA and that is on the list of regulatory 
                                information service providers as maintained 
                                by the FCA 

                              --------------------------------------------------------- 
 "Remuneration                 the remuneration committee of the Company 
  Committee" 
                              --------------------------------------------------------- 
 "Resolutions"                 the resolutions to be proposed at the General 
                                Meeting 
                              --------------------------------------------------------- 
 "SEC"                         U.S. Securities and Exchange Commission 
                              --------------------------------------------------------- 
 "Securities Act"              US Securities Act of 1933, as amended 
                              --------------------------------------------------------- 
 "Sellers"                     Crain and Crain Management Services, Inc. 
                              --------------------------------------------------------- 
 "Share Reorganisation"        the proposed reorganisation of the Company's 
                                Existing Ordinary Shares 
                              --------------------------------------------------------- 
 "Shareholders"                holders of Ordinary Shares from time to time 
                              --------------------------------------------------------- 
 "Share Option                 the Vitesse Share Option Scheme, which is being 
  Scheme"                       replaced by the New Share Option Scheme 
                              --------------------------------------------------------- 
 "Sterling", "GBP",            the lawful currency of the UK 
  "pence" or "p" 
                              --------------------------------------------------------- 
 "Stockdale Securities"        Stockdale Securities Limited, a company incorporated 
                                in England and Wales with registered number 
                                00762818 
                              --------------------------------------------------------- 
 "Takeover Panel"              the UK Panel on Takeovers and Mergers 
                              --------------------------------------------------------- 
 "Target Business"             the trade and assets of InvestmentNews being 
                                acquired by Indigo Opco, a subsidiary of the 
                                Company under the Acquisition Agreement 
                              --------------------------------------------------------- 
 "TSA" or "Transition          the conditional agreement concerning the provision 
  Services Agreement"           of certain ongoing services to be entered into 
                                on Completion between Crain (as the provider 
                                of the services) and Indigo Opco (as the recipient 
                                of the services) 
                              --------------------------------------------------------- 
 "uncertificated"               recorded on the relevant register of Ordinary 
  or "uncertificated             Shares as being held in Uncertificated Form 
  form"                          in CREST and title to which, by virtue of the 
                                 CREST Regulations, may be transferred by means 
                                 of CREST 
                              --------------------------------------------------------- 
 "United Kingdom"              the United Kingdom of Great Britain and Northern 
  or "UK"                       Ireland 
                              --------------------------------------------------------- 
 "United States",              the United States of America, its territories 
  "USA", or "US"                and possessions, any state of the United States 
                                and the District of Columbia 
                              --------------------------------------------------------- 
 "VAT"                         value added tax 
                              --------------------------------------------------------- 
 "VCT"                         a company approved as a Venture Capital Trust 
                                under the provisions of Part 6 of the Income 
                                Tax Act 2007 
                              --------------------------------------------------------- 
 "VCT Placing"                 the conditional placing by Stockdale Securities 
                                and Canaccord Genuity, as agents of and on 
                                behalf of the Company of the VCT Placing Shares 
                                at the Placing Price on the terms and subject 
                                to the conditions of the Placing Agreement 
                              --------------------------------------------------------- 
 "VCT Placing Shares"          the New Ordinary Shares which are to be issued 
                                under the Placing to certain Placees seeking 
                                to benefit from VCT relief 
                              --------------------------------------------------------- 
 "$"                           US dollars, the lawful currency of the US 
                              --------------------------------------------------------- 
 

NOTICE TO OVERSEAS SHAREHOLDERS

The Placing Shares have not been and will not be registered or qualified under the relevant laws of any state, province or territory of the Excluded Territories and may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within any of the Excluded Territories except pursuant to an applicable exemption from such Excluded Territory's registration or qualification requirements.

Subject to certain exceptions in compliance with the Securities Act and the rules promulgated thereunder or any applicable laws in the Excluded Territories, this announcement will not be published, released, or distributed, directly or indirectly; and must not be sent, in whole or in part: (i) in or into any Excluded Territory; (ii) to any person within the United States; or (iii) to any person in any jurisdiction where to do so might constitute a violation of local securities laws or regulation.

The Placing Shares have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States. The Placing Shares may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly to or within the United States or to any US Person, except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer in the United States.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission (the SEC), any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No action has been taken by the Company, Stockdale Securities or Canaccord Genuity that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than the United Kingdom. None of the Company, Stockdale Securities, Canaccord Genuity or any of their respective affiliates, directors, officers, employees or advisers is making any representation to any offeree, purchaser or acquirer of Placing Shares regarding the legality of an investment in the Placing Shares by such offeree, purchaser or acquirer under the laws applicable to such offeree, purchaser or acquirer. This announcement does not constitute an offer to sell the Placing Shares to any person in any jurisdiction. The Company reserves the right, in its sole and absolute discretion, to reject any subscription or purchase of the Placing Shares that the Company or its representatives believe may give rise to a breach or violation of any law, rule or regulation.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements contained in this announcement constitute forward-looking statements. The forward-looking statements contained in this announcement include statements about the expected effects of the Admission, the expected timing of the Admission and other statements other than in relation to historical facts. Forward-looking statements including, without limitation, statements typically containing words such as "intends", "anticipates", "targets", "estimates", "believes", "should", "plans", "will", "expects" and similar expressions or statements that are not historical facts are intended to identify those expressions or statements as forward-looking statements. The statements are based on the current expectations of Vitesse and are subject to uncertainty and changes in circumstances. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. There are also a number of other factors that could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, local and global political and economic conditions, interest rate fluctuations (including those from any potential credit rating decline) and legal or regulatory developments and changes. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements.

None of Vitesse, Stockdale Securities and Canaccord Genuity nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied by any forward-looking statements contained in this announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules, the Disclosure and Transparency Rules of the Financial Conduct Authority and the City Code on Takeovers and Mergers), none of Vitesse, Stockdale Securities and Canaccord Genuity is under any obligation, and each of them expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this announcement.

APPIX TERMS AND CONDITIONS OF THE PLACING

UNLESS DEFINED BELOW CAPITALISED TERMS ARE AS DEFINED IN THE ADMISSION DOCUMENT.

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPIX, DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THIS APPIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION CONTAINED THEREIN (TOGETHER, THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) ARE PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

INFORMATION TO DISTRIBUTORS

FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS OF EACH OF (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS") AND FOR NO OTHER PURPOSES, EACH OF STOCKDALE SECURITIES LIMITED ("STOCKDALE") AND CANACCORD GENUITY LIMITED ("CANACCORD GENUITY") HAS CARRIED OUT AN ASSESSMENT OF THE ORDINARY SHARES AND HAS DETERMINED THEM TO BE: (I) COMPATIBLE WITH AN TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH AS DEFINED UNDER THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK; AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED BY MIFID II (THE "TARGET MARKET ASSESSMENT").

ALL DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF ORDINARY SHARES MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE ORDINARY SHARES OFFER NO CERTAINTY OF INCOME AND NO CAPITAL PROTECTION; AND AN INVESTMENT IN THE ORDINARY SHARES IS COMPATIBLE ONLY WITH INVESTORS WHO: (I) DO NOT NEED A CERTAIN AND PROTECTED INCOME OR CAPITAL PROTECTION; AND (II) (EITHER ALONE OR IN CONJUNCTION WITH AN APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE TARGET MARKET ASSESSMENT IS ADDITIONAL TO THE RESTRICTIONS CONTAINED WITHIN THE TERMS OF THE PLACING. IN ALL CIRCUMSTANCES, STOCKDALE AND CANACCORD GENUITY WILL ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES.

FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR OTHERWISE; OR (B) A RECOMMATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE ORDINARY SHARES.

EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE ORDINARY SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

No action has been taken by the Company, Stockdale, Canaccord Genuity or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required.

This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, the Republic of Ireland, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, this announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or in any other jurisdiction. Accordingly, the Placing

Shares may not (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in this "Important Information" section of this announcement

Each person who is invited to and who chooses to participate in the Placing (a "Placee") will be deemed to have read and understood this announcement in its entirety, to be participating, making an offer and subscribing for Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

1 it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2 in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:

2.1 it is a Qualified Investor within the meaning of Article 2(1)(e) of the Prospectus Directive;

2.2 in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:

2.2.1 the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of Stockdale and Canaccord Genuity has been given to the offer or resale; or

2.2.2 where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

3 it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this announcement;

4 it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and

5 except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

No prospectus

No prospectus or other offering document has been, or will be submitted to be approved by the FCA or any other regulatory body in any Relevant Member State in relation to the Placing or the Placing Shares.

The Placees' commitments will be made solely on the basis of the Admission Document and any supplementary admission document published by the Company subsequent to the date of this announcement and subject to any further terms set forth in the Form of Confirmation to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Admission Document and any supplementary admission document published by the Company subsequent to the date of this announcement), representation, warranty or statement made by or on behalf of Stockdale, Canaccord Genuity, the Company or any other person and none of Stockdale, Canaccord Genuity, the Company or any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Stockdale and Canaccord Genuity have today entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, each of Stockdale and Canaccord Genuity, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees to subscribe for the Placing Shares at the Placing Price, such subscription commitments being conditional upon the conditions (summarised below) being satisfied by the Company or otherwise waived by Stockdale and Canaccord Genuity.

The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place at 8.00 a.m. on or around 17 August 2018 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

1 Stockdale is acting as nominated adviser and, together with Canaccord Genuity, as joint brokers to the Placing, as agents for and on behalf of the Company. Stockdale and Canaccord Genuity are authorised and regulated in the United Kingdom by the FCA and are acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers or for providing advice in relation to the matters described in this announcement.

2 Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Stockdale or Canaccord Genuity to participate. Stockdale and Canaccord Genuity and any of their respective affiliates are entitled to participate in the Placing as principals.

3 The price per Placing Share will be payable by all Placees to Stockdale or Canaccord Genuity (as applicable) (as agent of the Company). The Placing Price and number of Placing Shares will be agreed between the Company, Stockdale and Canaccord Genuity at the close of the bookbuild and confirmed to Placees by telephone and/or email along with their final allocation, and will be disclosed in the announcement confirming the result of the Placing.

4 Each Placee's allocation is determined by Stockdale and Canaccord Genuity in their discretion following consultation with the Company and has been or will be confirmed orally by Stockdale or Canaccord Genuity and a Form of Confirmation will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Stockdale or Canaccord Genuity (as applicable) and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Stockdale's and Canaccord Genuity's prior written consent, such commitment will not be capable of variation or revocation at the time at which it is submitted.

5 Each Placee's allocation and commitment will be evidenced by a Form of Confirmation issued to each such Placee by Stockdale or Canaccord Genuity (as applicable). The terms and conditions of this Appendix will be deemed incorporated in that Form of Confirmation.

6 Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Stockdale and Canaccord Genuity (as applicable) (as agent for the Company), to pay to Stockdale or Canaccord Genuity (as applicable) (or as Stockdale or Canaccord Genuity (as applicable) may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

7 Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be issued pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

8 All obligations of Stockdale and Canaccord Genuity under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

9 By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

10 To the fullest extent permissible by law and applicable FCA rules, none of (a) Stockdale, (b) Canaccord Genuity, (c) any of their respective affiliates, agents, directors, officers, consultants, (d) to the extent not contained within (a) or (b), any person connected with Stockdale or Canaccord Genuity as defined in FSMA ((c) and (d) being together "affiliates" and individually an "affiliate" of Stockdale or Canaccord Genuity (as applicable)) or (e) any person acting on Stockdale's or Canaccord Genuity's behalf, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, none of Stockdale, Canaccord Genuity or any of their respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as Stockdale, Canaccord Genuity and the Company may agree.

Further details regarding the EIS Placing Shares and VCT Placing Shares

The Company has applied for advance assurance from HMRC that the EIS Placing Shares and the VCT Placing Shares will rank as "eligible shares" for the purposes of EIS and will be capable of being a "qualifying holding" for the purposes of investment by VCTs. However, none of the Company, the Directors or any of the Company's advisers give any warranty or undertaking that such reliefs will either apply or, if they do apply, will continue to be available and not withdrawn at a later date. If the Company carries on activities beyond those disclosed to HMRC, then Shareholders may cease to qualify for the tax benefits. The actual availability of EIS relief and qualifying status for VCT purposes would be contingent upon certain conditions being met by both the Company and the relevant investors.

Investors must take their own professional advice in order that they may fully understand how the relief legislation may apply in their individual circumstances and rely on it. In particular, investors should note it is intended that, if the Placing Agreement has not been terminated in accordance with its terms before such time, the Company will unconditionally allot and issue the EIS Placing Shares and VCT Placing Shares on the business day prior to the anticipated date of Admission. Accordingly, the allotment and issuance of the EIS Placing Shares and VCT Placing Shares is not conditional on the allotment and issuance of the remaining Placing Shares, nor on Admission occurring, nor on the completion of the Acquisition Agreement (as referred to below). Further details in relation to the Placing Agreement conditions are contained below.

Part III of the Admission Document (Risk Factors) and paragraph 12 of Part VII of the Admission Document (Additional Information) also contains information on the EIS, VCTs and the availability of EIS relief and the qualifying status for VCT purposes.

Registration and Settlement

Settlement of transactions in the Placing Shares will take place inside the CREST system.

Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within CREST.

The Company will procure the delivery of the Placing Shares to CREST accounts operated by Canaccord Genuity or Stockdale (if applicable) for the Company and Canaccord Genuity or Stockdale (as applicable) will enter their delivery (DEL) instructions into the CREST system. The input to CREST by each Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to any Placee in any form it requires if, in Canaccord Genuity's and Stockdale's opinion, delivery or settlement is not possible or practicable within CREST or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the bookbuild for the Placing, each Placee allocated Placing Shares in the Placing may be sent a conditional trade confirmation stating the number of Placing Shares, the Placing Price and the subscription amount payable to be allocated to it and will be required to provide Stockdale or Canaccord Genuity (if applicable) with funds sufficient to purchase such securities prior to the Settlement Date (see below).

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

It is expected that settlement will take place on or about 17 August 2018 in CREST on a basis in accordance with the instructions set out in the conditional trade confirmation. Settlement will be through Canaccord Genuity against CREST ID: 805 or Stockdale against CREST ID: MAMAY (as applicable).

Following the close of the bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a conditional trade confirmation(s) stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the applicable registration and settlement procedures, including if applicable, CREST rules and regulations and settlement instructions that it has in place with Canaccord Genuity or Stockdale (as applicable).

If the Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the conditional trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Trade Date: 15 August 2018

Settlement Date: 17 August 2018 (Electronic)

ISIN code for the Placing Shares: GB00BFWYSS80

SEDOL code for the Placing Shares: BFWYSS80

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee provided that the Placing Shares are not issued to a person whose business is or includes issuing depositary receipts or the provision of clearance services or to an agent or nominee for any such person.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which none of the Company, Stockdale or Canaccord Genuity will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, Stockdale and Canaccord Genuity in the event that the Company, Stockdale or Canaccord Genuity has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Canaccord Genuity or Stockdale accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of Stockdale and Canaccord Genuity under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

(a) none of the warranties or undertakings contained in the Placing Agreement being or having become untrue, inaccurate or misleading at any time before Admission, and no fact or circumstance having arisen which would constitute a breach of any of the warranties or undertakings given in the Placing Agreement or which would constitute a Specified Event;

(b) the performance by the Company and the Directors of their obligations under the Placing Agreement to the extent they fall to be performed prior to Admission;

(c) the due convening of the General Meeting and passing of the Resolutions thereat without amendment;

   (d)              the completion of the Share Reorganisation; 

(e) the Company allotting the Placing Shares prior to and, save in respect of the EIS Placing Shares and the VCT Placing Shares, conditional only on Admission, in accordance with the Placing Agreement;

(f) the Acquisition Agreement being unconditional in all respects, save for any conditions in the Acquisition Agreement that relate to Admission and the Placing Agreement; and

(g) Admission occurring by not later than 8.00 a.m. on 17 August 2018 (or such later date as the Company, Stockdale and Canaccord Genuity may agree in writing, in any event being not later than 17 September 2018),

(all conditions to the obligations of Stockdale and Canaccord Genuity included in the Placing Agreement being together, the "conditions").

If any of the conditions are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company, Stockdale and Canaccord Genuity may agree that the Placing and the rights and obligations in it shall terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

Certain conditions may be waived in whole or in part by Stockdale and Canaccord Genuity, in their absolute discretion by notice in writing to the Company and Stockdale and Canaccord Genuity may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

Stockdale and Canaccord Genuity may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither Stockdale, Canaccord Genuity, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of Stockdale and Canaccord Genuity.

Termination of the Placing

Either Stockdale or Canaccord Genuity (as the case may be) may terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:

1 it comes to the attention of Stockdale or Canaccord Genuity that any of the warranties in the Placing Agreement were not true or accurate, or were misleading when given or deemed given; or

2 it comes to the attention of Stockdale or Canaccord Genuity that the Company has failed to comply with its obligations under the Placing Agreement, the Companies Act, FSMA, the AIM Rules for Companies or other applicable law; or

3 it comes to the attention of Stockdale or Canaccord Genuity that any statement contained in the Admission Document has become or been discovered to be untrue, inaccurate or misleading or a new matter has arisen that constitutes a material admission from the Admission Document; or

4 there shall have developed or occurred a change in national or international financial, monetary, economic, political, environmental or stock market conditions, which in the opinion of Stockdale or Canaccord Genuity (as the case may be) is or is likely to be, prejudicial to the Enlarged Group, the Placing, the Acquisition or Admission.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this announcement shall terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company, Stockdale and Canaccord Genuity that the exercise by the Company, Stockdale or Canaccord Genuity of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company, Stockdale or Canaccord Genuity and that neither the Company, Stockdale nor Canaccord Genuity need make any reference to such Placee and that neither Stockdale, Canaccord Genuity, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section of this Appendix and will not be capable of rescission or termination by it after the issue by Stockdale or Canaccord Genuity (as applicable) of a Form of Confirmation confirming each Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) that (save where Stockdale and Canaccord Genuity expressly agrees in writing to the contrary):

1 it has read and understood this announcement in its entirety and that its subscription for the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in the Admission Document and any supplementary admission document published by the Company subsequent to the date of this announcement;

2 it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Directive; and (b) has been or will be prepared in connection with the Placing;

3 the Existing Ordinary Shares are (and the New Ordinary Shares will be) admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4 it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial and trading position of the Company in accepting a participation in the Placing and neither Stockdale, Canaccord Genuity, the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in the Admission Document and any supplementary admission document published by the Company subsequent to the date of this announcement; nor has it requested any of Stockdale, Canaccord Genuity, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

5 the content of this announcement is exclusively the responsibility of the Company and the Directors and neither Stockdale, Canaccord Genuity nor any person acting on behalf of either of them or any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any information, representation or statement contained in this announcement, the Admission Document or any supplementary admission document (as the case may be) or any information previously published by or on behalf of the Company or any member of the Group;

6 the only information on which it is entitled to rely and on which it has relied in committing to subscribe for the Placing Shares is contained in the Admission Document or any supplementary admission document (as the case may be), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on the Admission Document or any supplementary admission document (as the case may be);

7 neither Stockdale, Canaccord Genuity, the Company nor any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the information contained in this announcement, the Admission Document or any supplementary admission document (as the case may be);

8 it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

9 it has not relied on any investigation that Stockdale, Canaccord Genuity, the Company or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

10 the content of this announcement has been prepared by and is exclusively the responsibility of the Company and the Directors and that neither Stockdale, Canaccord Genuity nor any person acting on their behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this announcement, the Admission Document or any supplementary admission document (as the case may be) nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this announcement, the Admission Document or any supplementary admission document (as the case may be). Nothing in this this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

11 the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, the Republic of Ireland, Australia, Canada, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, the Republic of Ireland, Australia, Canada, the Republic of South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

   12              it and/or each person on whose behalf it is participating: 

12.1 is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

   12.2           has fully observed such laws and regulations; 

12.3 has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

12.4 has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

13 it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed for will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

14 the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the re-offer, resale, pledge or transfer of the Placing Shares;

15 the Company is not registered under the Investment Company Act and that the Company has put in place restrictions to ensure that it is not and will not be required to register under the Investment Company Act;

16 it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

17 it is not acquiring the Placing Shares as a result of any "directed selling efforts" as defined in Regulation S under the Securities Act;

18 if the Placing Shares are being acquired for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;

19 it (and any account for which it is purchasing) is acquiring the Placing Shares for investment purposes only and is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof in violation of the Securities Act or any other securities laws of any state or other jurisdiction of the United States;

20 the Company is not obliged to file any registration statement in respect of any resales of the Placing Shares in the United States with the US Securities and Exchange Commission or with any securities administrator of any state or other jurisdiction of the United States;

21 if in the future it decides to offer, sell, transfer, assign or otherwise dispose of the Placing Shares, it will do so only in compliance with an exemption from the registration requirements of the Securities Act and under circumstances with will not require the Company to register under the Investment Company Act;

22 it will not distribute, forward, transfer or otherwise transmit this announcement or any part of it, or any other presentational or other materials concerning the Placing, in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

23 neither Stockdale, Canaccord Genuity, any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Stockdale or Canaccord Genuity and Stockdale and Canaccord Genuity have no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

24 it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to Stockdale or Canaccord Genuity (as applicable) for the Placing Shares allocated to it in accordance with the terms and conditions of this announcement on the due times and dates set out in this announcement, failing which the relevant Placing Shares may be placed with others on such terms as Stockdale and Canaccord Genuity may, in their absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

25 no action has been or will be taken by any of the Company, Stockdale, Canaccord Genuity or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

26 the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. None of Stockdale, Canaccord Genuity or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to pay the Company, Stockdale and Canaccord Genuity in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to a CREST stock account of Stockdale or Canaccord Genuity (as the case may be) or transferred to a CREST stock account of Stockdale or Canaccord Genuity (as the case may be) who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

27 it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company, Stockdale and Canaccord Genuity for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

28 the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

29 it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Directive;

30 it and any person acting on its behalf (if within the United Kingdom) is a person of a kind described in: (a) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the Order and/or an authorised person as defined in section 31 of FSMA; and (b) section 86(7) of FSMA ("Qualified Investor"), being a person falling within Article 2.1(e) of the Prospectus Directive. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

31 it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges:

31.1 it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of FSMA in respect of anything done in, from or otherwise involving the United Kingdom);

31.2 if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the express prior written consent of Stockdale and Canaccord Genuity has been given to the offer or resale;

31.3 (other than as set out in the Admission Document) it has neither received nor relied on any confidential price sensitive information about the Company in accepting this invitation to participate in the Placing;

31.4 neither Stockdale, Canaccord Genuity nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

31.5 neither Stockdale, Canaccord Genuity, the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of Stockdale, Canaccord Genuity, the Company or their respective affiliates, agents, directors, officers or employees is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings or indemnities contained in the Placing Agreement nor the exercise or performance of Stockdale's and Canaccord Genuity's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

31.6 acknowledges and accepts that Stockdale and Canaccord Genuity may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for its own account for the purpose of hedging its underwriting exposure or otherwise and, except as required by applicable law or regulation, Stockdale and Canaccord Genuity will not make any public disclosure in relation to such transactions;

31.7 Stockdale and Canaccord Genuity and each of their respective affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by Stockdale, Canaccord Genuity and/or any of their respective affiliates, acting as an investor for its or their own account(s). Neither Stockdale, Canaccord Genuity nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

31.8 it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

31.9 it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

31.10 in order to ensure compliance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Stockdale (for itself and as agent on behalf of the Company), Canaccord Genuity (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Stockdale, Canaccord Genuity or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Stockdale's or Canaccord Genuity's absolute discretion (as the case may be) or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Stockdale's, Canaccord Genuity's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Stockdale (for itself and as agent on behalf of the Company), Canaccord Genuity (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Stockdale, Canaccord Genuity and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited, save in respect of any EIS Placing Shares and VCT Placing Shares which have been allotted prior to the termination of the Placing Agreement (for which such Placees will remain bound to subscribe);

31.11 acknowledges that its commitment to acquire Placing Shares on the terms set out in this announcement and in the Form of Confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's, Stockdale's or Canaccord Genuity's conduct of the Placing;

31.12 it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

31.13 it irrevocably appoints any duly authorised officer of Stockdale or Canaccord Genuity as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe upon the terms of this announcement;

31.14 the Company, Stockdale, Canaccord Genuity and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to each of Stockdale and Canaccord Genuity, on its own behalf and on behalf of the Company and are irrevocable;

31.15 if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such account;

   31.16        time is of the essence as regards its obligations under this Appendix; 

31.17 any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Stockdale or Canaccord Genuity;

31.18 the Placing Shares will be issued subject to these terms and conditions of this Appendix; and

31.19 these terms and conditions and all documents into which they are incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company, Stockdale or Canaccord Genuity in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

32 by participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Stockdale, Canaccord Genuity and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this this Appendix or incurred by Stockdale, Canaccord Genuity, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this announcement, and further agrees that the provisions of this this Appendix shall remain in full force and effect after completion of the Placing. The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and none of the Company, Stockdale or Canaccord Genuity shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and should notify Stockdale and Canaccord Genuity accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company, Stockdale and Canaccord Genuity in the event that the Company, Stockdale and/or Canaccord Genuity has incurred any such liability to such taxes or duties;

33 The representations, warranties, acknowledgements and undertakings contained in this this Appendix are given to each of Stockdale and Canaccord Genuity for itself and on behalf of the Company and are irrevocable;

34 Each Placee and any person acting on behalf of the Placee acknowledges that Stockdale and Canaccord Genuity do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement;

35 Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Stockdale and Canaccord Genuity may (at their absolute discretion) satisfy its obligation to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so;

36 When a Placee or any person acting on behalf of the Placee is dealing with Stockdale or Canaccord Genuity, any money held in an account with Stockdale or Canaccord Genuity on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from Stockdale's or Canaccord Genuity's money (as applicable) in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;

37 References to time in this announcement are to London time, unless otherwise stated;

   38              All times and dates in this announcement may be subject to amendment; 

39 No statement in this announcement is intended to be a profit forecast, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company;

40 The price of shares and any income expected from them may go down as well as up and investors may not receive the full amount invested upon disposal of the Placing Shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser;

41 The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM;

42 Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.;

43 Pursuant to the General Data Protection Regulation as implemented in the UK by the Data Protection Act 2018 ("GDPR") the Company, Stockdale and/or Canaccord Genuity, may hold personal data (as defined in the GDPR) relating to past and present shareholders. Personal data may be retained on record for a period exceeding six years after it is no longer used. The Company, Stockdale and/or Canaccord Genuity will only process such information for the purposes set out below (collectively, the "Purposes"), being to: (a) process its personal data to the extent and in such manner as is necessary for the performance of their obligations under the contractual arrangements between them, including as required by or in connection with its holding of Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it; (b) communicate with it as necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares; (c) provide personal data to such third parties as the Company, Stockdale and/or Canaccord Genuity may consider necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares or as the GDPR may require, including to third parties outside the EEA; and (d) without limitation, provide such personal data to their respective

affiliates for processing, notwithstanding that any such party may be outside the EEA; and (e) process its personal data for the Company's, Stockdale's and/or Canaccord Genuity's internal administration; and

44 By becoming registered as a holder of Placing Shares, it acknowledges and agrees that the processing by the Company, Stockdale and/or Canaccord Genuity of any personal data relating to it in the manner described above is undertaken for the purposes of: (a) performance of the contractual arrangements between them; and (b) to comply with applicable legal obligations. In providing the Company, Stockdale and/or Canaccord Genuity with information, it hereby represents and warrants to each of them that it has notified any data subject of the processing of their personal data (including the details set out above) by the Company, Stockdale and/or Canaccord Genuity and their respective affiliates and group companies, in relation to the holding of, and using, their personal data for the Purposes. Any individual whose personal information is held or processed by a data controller: (a) has the right to ask for a copy of their personal information held; (b) to ask for any inaccuracies to be corrected or for their personal information to be erased; (c) object to the ways in which their information is used, and ask for their information to stop being used or otherwise restricted; and (d) ask for their personal information to be sent to them or to a third party (as permitted by law). A data subject seeking to enforce these rights should contact the relevant data controller. Individuals also have the right to complain to the UK Information Commissioner's Office about how their personal information has been handled.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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July 31, 2018 07:45 ET (11:45 GMT)