Placing and Admission to AIM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubtabout the contents of this document, or the action you should take, you should seek your own personalfinancial advice immediately from your stockbroker, bank manager, solicitor, accountant or otherindependent financial adviser duly authorised under the Financial Services and Markets Act 2000 (FSMA)who specialises in advising on the acquisition of shares and other securities.

Application has been made for the Enlarged Issued Share Capital to be admitted to trading on AIM. AIM isa market designed primarily for emerging or smaller companies to which a higher investment risk tends tobe attached than to larger or more established companies. AIM securities are not admitted to the OfficialList of the UK Listing Authority. A prospective investor should be aware of the risks of investing in suchcompanies and should make the decision to invest only after careful consideration and, if appropriate,consultation with an independent financial adviser.

Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. Thenominated adviser is required to make a declaration to the London Stock Exchange on Admission in theform set out in Schedule Two to the AIM Rules for Nominated Advisers.

The London Stock Exchange has not itself examined or approved the contents of this document.

This document is an AIM admission document prepared in accordance with the AIM Rules for Companies in connectionwith the proposed admission to trading of the Ordinary Shares on AIM. This document contains no offer to the publicwithin the meaning of the FSMA and, accordingly, it does not comprise a prospectus for the purposes of the ProspectusRules and has not been approved by or filed with the Financial Conduct Authority (FCA).

The Company and the Directors (whose details appear on page 5 of this document) accept responsibility for theinformation contained in this document including individual and collective responsibility, for the Company’s compliancewith the AIM Rules. To the best of the knowledge and belief of the Company and the Directors (who have taken allreasonable care to ensure that such is the case) the information contained in this document is in accordance with thefacts and makes no omission likely to affect the import of such information.

K3 Capital Group plc(Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 6102618)

Placing of 18,781,497 Ordinary Shares at 95 pence per share

and

Admission to trading on AIM

Nominated Adviser and Broker

The attention of investors is drawn to the risk factors set out in Part II of this document. Notwithstandingthis, prospective investors should read the whole text of this document. All statements regarding theCompany’s business, financial position and prospects should be viewed in light of the risk factors set outin Part II of this document.

The New Shares will, on Admission, rank pari passu in all respects with the Existing Ordinary Shares and rank in full forall dividends and other distributions declared, made or paid on Ordinary Shares after Admission. It is expected thatAdmission will become effective and that dealings will commence in the Ordinary Shares on 11 April 2017.

finnCap, which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser andBroker exclusively for the Company in connection with the Placing and Admission and is not acting for any other personand will not be responsible to any other person for providing the protections afforded to customers of finnCap, or foradvising any other person in connection with Admission. The responsibility of finnCap, as Nominated Adviser, is owedsolely to the London Stock Exchange and is not owed to the Company or the Directors or any other person. Norepresentation or warranty, express or implied, is made by finnCap or any of its directors, officers, partners, employees,agents or advisers as to the contents of this document (without limiting the statutory rights of any person to whom thisdocument is issued). No liability whatsoever is accepted by finnCap or any of its directors, officers, partners, employees,agents or advisers for the accuracy of any information or opinions contained in this document or for the omission of any

material information for which it is not responsible. The Ordinary Shares have not been, nor will they be, registered underthe United States Securities Act of 1933, as amended, or with any securities regulatory authority of any state or otherjurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan or the Republic ofSouth Africa. Subject to certain exceptions, the Ordinary Shares may not be offered or sold, directly or indirectly, in orinto the United States, Australia, Canada, Japan or the Republic of South Africa or to or for the account or benefit ofany national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa or any person located in theUnited States. This document does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe foror buy, any Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation insuch jurisdiction.

Copies of this document will be available free of charge during normal business hours on any weekday (except Saturdays,Sundays and public holidays) at the Company’s registered office and at the offices of finnCap at 60 New Broad Street,London, EC2M 1JJ from the date of this document and for a period of at least one month from Admission.

Forward Looking StatementsCertain statements contained in this document constitute forward-looking statements. When used in this document,the words may, would, could, will, intend, plan, anticipate, believe, seek, propose, estimate, expect, and similarexpressions, as they relate to the Company, are intended to identify forward-looking statements. These statements areprimarily contained in Parts I and II of this document. Such statements reflect the Company’s current views with respectto future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company’sactual results, performance or achievements to vary from those described in this document. Should one or more ofthese risks or uncertainties materialise, or should assumptions underlying forward-looking statements prove incorrect,actual results may vary materially from those described in this document as intended, planned, anticipated, believed,proposed, estimated or expected.

The forward looking statements in this document are based on current expectations and intentions and are subject torisks and uncertainties that could cause actual results to differ materially from those expressed or implied by thesestatements. Certain risks to the Company are specifically described in Part II of this document headed “Risk Factors”.If one or more of these risks or uncertainties materialises, or if underlying assumptions prove to be incorrect, theCompany’s actual results may vary materially from those expected, estimated or projected. Given these risks anduncertainties, potential investors should not place any reliance on forward looking statements. These forward lookingstatements are stated as at the date of this document. Neither the Directors nor the Company undertake any obligationto update forward looking statements or risk factors other than as required by the AIM Rules or by the rules of any othersecurities regulatory authority whether as a result of new information, future events or otherwise.

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CONTENTS

Placing Statistics and Expected Timetable of Principal Events 4

Directors, Secretary and Advisers 5

Definitions 6

Glossary of Technical Terms 9

Part I Information on the Group 10

Part II Risk Factors 29

Part III Financial information on the Group 35

Section A: Accountant’s Report on the Group 35

Section B: Historical Financial Information on the Group 37

Part IV Additional Information 71

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PLACING STATISTICS

Placing Price 95 pence

Number of Ordinary Shares in issue prior to the Placing and Admission 40,000,000

Number of Placing Shares 18,781,497

– Number of Sale Shares 16,570,971

– Number of New Shares 2,210,526

Enlarged Issued Share Capital 42,210,526

Percentage of Enlarged Issued Share Capital represented by the 5.2%New Shares

Percentage of Enlarged Issued Share Capital represented by the 44.5%Placing Shares

Gross proceeds of the Placing receivable by the Company £2.1 million

Estimated net proceeds of the Placing receivable by the Company £1.3 million

Market capitalisation of the Company following Admission at the £40.1 millionPIacing Price

TIDM K3C

International Security Identification Number (ISIN) GB00BF1HPD20

SEDOL BF1HPD2

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2017

Publication of this document 6 April

Admission and dealings expected to commence in the 8.00 a.m. on 11 AprilOrdinary Shares on AIM

CREST accounts credited by 8.00 a.m. on 11 April

Despatch of definitive share certificates by 21 April

Notes:

1. References to time in this Admission Document are to London (BST) time unless otherwise stated.

2. Each of the times and dates set out above and mentioned elsewhere in the document may be subject to change at the absolutediscretion of the Company and finnCap without further notice.

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DIRECTORS, SECRETARY AND ADVISERS

Directors: Ian Thomas Mattioli MBE (Non-Executive Chairman)Anthony John Ford (Executive Vice-Chairman)John Stephen Rigby (Chief Executive Officer)Andrew Robert Melbourne (Chief Financial Officer)Stuart Lees (Non-Executive Director)

Company Secretary: Andrew Robert Melbourne

Registered Office: KBS House5 Springfield CourtSummerfield RoadBoltonBL3 2NT

Website address: www.k3capitalgroupplc.com

Nominated Adviser and Broker: finnCap Ltd60 New Broad StreetLondonEC2M 1JJ

Legal adviser to the Company: TLT LLP3 Hardman SquareManchesterM3 3EB

Legal adviser to the Pitmans LLPNominated Adviser: No 1 Royal Exchange

LondonEC3V 3DG

Auditors: BDO LLPManchester3 Hardman StreetManchesterM3 3AT

Reporting Accountant: BDO LLPManchester3 Hardman StreetManchesterM3 3AT

Registrars: Computershare Investor Services PLCThe PavilionsBridgwater RoadBristolBS13 8AE

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DEFINITIONS

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

2006 Act the Companies Act 2006

Admission the admission of the Enlarged Issued Share Capital to trading onAIM and such admission becoming effective in accordance with theAIM Rules for Companies

Admission Document this Admission Document

AIM a market operated by the London Stock Exchange

AIM Rules the AIM Rules for Companies and the AIM Rules for NominatedAdvisers

AIM Rules for Companies the AIM Rules for Companies issued by the London Stock Exchangegoverning admission to and the operation of AIM, as amended orre-issued from time to time

AIM Rules for Nominated the AIM Rules for Nominated Advisers issued by the London Stock Advisers Exchange setting out the eligibility, ongoing responsibilities and

certain disciplinary matters in relation to nominated advisers, asamended or re-issued from time to time

Articles the articles of association of the Company, further details of whichare set out in paragraph 5 of Part IV of this document

Company or K3 K3 Capital Group plc, a company registered in England and Waleswith registered number 06102618

Concert Party Anthony Ford, Elizabeth Ford, John Rigby, Andrew Melbourne,Simon Daniels, Matthew Clancy and Stuart Lees together with theirrespective families and other connected persons

CREST the computerised settlement system to facilitate the transfer of titleto or interests in securities in uncertificated form, operated byEuroclear United Kingdom and Ireland Limited

CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755),as amended

Designated Professional Body a professional body designated by the Treasury under FSMA

Directors or Board the directors of the Company whose names are set out on page 5of this document

DTR the Disclosure and Transparency Rules published by the FinancialConduct Authority

Enlarged Issued Share Capital the aggregate of the Existing Ordinary Shares and the New Sharesto be issued pursuant to the Placing

Existing Ordinary Shares the 40,000,000 Ordinary Shares in issue immediately prior to issueof the New Shares

FCA Rules the FCA Handbook of Rules and Guidance

FCA the Financial Conduct Authority of the United Kingdom

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finnCap finnCap Ltd, nominated adviser and broker to the Company, acompany registered in England and Wales with registered number06198898

FSMA the Financial Services and Markets Act 2000

Gateley Gateley plc, a company registered in England and Wales withregistered number 09310187

GDPR the General Data Protection Regulation 2016

Group the Company and its subsidiaries

Head Office the Group’s head office in Bolton, detailed on page 5, the leases ofwhich are summarised at paragraph 14.6 of Part IV

HMRC HM Revenue and Customs

KBS Corporate KBS Corporate Sales Limited, a company registered in England andWales with registered number 04141555

KBS Corporate Finance KBS Corporate Finance Limited, a company registered in Englandand Wales with registered number 08924449

Knightsbridge Knightsbridge Business Sales Limited, a company registered inEngland and Wales with registered number 08924297

Lock-In Agreements the lock-in and orderly marketing agreements, details of which areset out in paragraph 13.4 of Part IV of this document

London Stock Exchange London Stock Exchange plc

Minority Shareholders Matthew Clancy and Simon Daniels

New Shares the 2,210,526 new Ordinary Shares to be issued at the Placing Priceby the Company pursuant to the Placing

Official List the Official List of the UKLA

Option Plan the K3 Capital Group plc Long Term Incentive Plan 2017 underwhich Options may be granted, either as Enterprise ManagementIncentives (within the meaning of that term pursuant to Schedule 5,Income Tax (Earnings and Pensions) Act 2003) or as unapprovedOptions for tax purposes, details of which are summarised inparagraph 11 of Part IV of this document

Options options to subscribe for Ordinary Shares pursuant to the Option Planor the Sharesave Plan

Ordinary Shares ordinary shares of 1 penny each in the capital of the Company

Panel the Panel on Takeovers and Mergers

Placees those persons acquiring or subscribing for Placing Shares at thePlacing Price

Placing the conditional placing by finnCap, as agent for the Company andthe Selling Shareholders, of the New Shares and Sale Sharesrespectively at the Placing Price, pursuant to the terms of the PlacingAgreement

7

Placing Agreement the conditional agreement dated 5 April 2017 and made betweenthe Company (1), the Directors (2), Selling Shareholders (3), theMinority Shareholders (4), and finnCap (5) relating to the Placing,details of which are set out in paragraph 13.1 of Part IV of thisdocument

Placing Price 95 pence per Placing Share

Placing Shares the New Shares and the Sale Shares

Prospectus Rules the Prospectus Rules made by the FCA pursuant to Part VI of theFSMA

QCA Code the QCA’s Corporate Governance Code for Small and Mid-SizedQuoted Companies 2013 (as amended)

Relationship Agreement the relationship agreement dated 5 April 2017, between theCompany, finnCap, Anthony Ford and John Rigby, details of whichare set out in paragraph 13.3 of Part IV of this document

Sale Shares the 16,570,971 Existing Ordinary Shares to be sold at the PlacingPrice by the Selling Shareholders

Selling Shareholders Anthony Ford (Executive Vice-Chairman of the Company), ElizabethFord (the wife of Anthony Ford) and John Rigby (Chief ExecutiveOfficer of the Company)

Senior Management each of Matthew Clancy, Julian Coy, Simon Daniels, Gary Edwardsand David Gardner

Shareholder a holder of Ordinary Shares

Sharesave Plan the K3 Capital Group plc Sharesave Plan 2017, under which Optionsmay be granted pursuant to Schedule 3, Income Tax (Earnings andPensions) Act 2003, details of which are summarised inparagraph 12 of Part IV of this document

Subsidiary or subsidiary have the meanings given to them by the Actundertaking

Takeover Code the City Code on Takeovers and Mergers, administered by the Panelon Takeovers and Mergers in the UK

Triskell Triskell LLP, a limited liability partnership controlled by Anthony Ford

UK the United Kingdom of Great Britain and Northern Ireland

UKLA the United Kingdom Listing Authority, being the FCA acting in itscapacity as the competent authority for the purposes of Part VI ofFSMA

uncertificated or recorded on the register of Ordinary Shares as being held in in uncertificated form uncertificated form in CREST, entitlement to which, by virtue of the

CREST Regulations, may be transferred by means of CREST

VAT UK value added tax

Note: Any reference to any provision of any legislation includes any amendment, modification, re-enactment or extension of it. Wordsimporting the singular include the plural and vice versa and words importing the masculine gender shall include the feminine or neutergender.

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GLOSSARY OF TECHNICAL TERMS

Business Brokerage facilitation of a change in ownership of share capital, businessgoodwill or assets typically within the SME marketplace

Business Transfer facilitation of a change in ownership of a business, goodwill or assetsvia presentation, marketing and matching of buyer and seller

Corporate Finance facilitation of a change of ownership in a business, connected to acorporate transaction that leads to the creation of a new equitystructure or shareholder base, and the related issue, underwriting,purchase or exchange of equity (and related warrants) or debt

CVS the Group’s proprietary company valuation website

EBITDA earnings before interest, tax, depreciation and amortisation

FY15 the financial year for the 12 months ended 31 May 2015

FY16 the financial year for the 12 months ended 31 May 2016

H117 the half year for the six months ended 31 November 2016

ICAEW Institute of Chartered Accountants in England and Wales

KBS Globe CRM System the Group’s proprietary client relationship management systemincluding marketing and sales support

M&A mergers and acquisitions

Small cap or SME businesses and companies which have an enterprise value typicallynot exceeding £50 million

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PART I

INFORMATION ON THE GROUP

1. INTRODUCTIONK3 and its trading subsidiaries Knightsbridge, KBS Corporate and KBS Corporate Finance are a leadinggroup of business and company sales specialists, serving owners across the UK in the small capmarketplace. The services provided by the Group include; the presentation of their clients’ businesses forsale to market, the sourcing of potential acquirers and project management of transactions to completion.KBS Corporate was named as a leading adviser by deal volume in the 2016 UK small cap M&A market,ranking at number three in the Thompson Reuters league table and number nine in the Experian leaguetable and has received a number of awards, most recently being the UK Corporate Finance Advisory of theYear by ACQ Global and the Best Company Sale and Brokerage Firm – UK by Acquisition International.Operating from its Head Office in Bolton, near Manchester, the Group employs approximately 100 staff.

The Group has, since May 2013, achieved strong growth in revenue and profitability and the Directors believean opportunity exists for the Group to increase its market share across its three core brands. The Directorsbelieve that the key reasons for the Group’s growth to date have been its disruptive business model andclient acquisition strategy, low fixed cost base, centralised and process-driven service delivery platformtogether with a continuing strategy towards targeting higher value mandates. The Directors believe that theGroup’s recent relocation to a centralised Head Office and its continuing investment in people and technologywill result in sustained growth across all three brands.

The Placing is raising £17.8 million (before expenses). Due to health issues, the founding shareholder of K3,Anthony Ford, is selling approximately 57.7 per cent. of his existing shareholding (part of which is held byhis wife, Elizabeth Ford) and due to investor demand in the Placing, John Rigby (Chief Executive Officer) isalso selling approximately 37.5 per cent. of his existing shareholding; in addition the Company is raising£2.1 million, the net proceeds of which will be used to settle a deferred consideration liability that has arisenfrom the purchase of the business, assets and goodwill of Triskell and to provide additional working capitalfor the Group. Further details of the purchase of Triskell’s business and assets are set out in paragraph 14.1of Part IV of this document.

2. KEY STRENGTHSAn innovative and disruptive player within the fragmented business and company salesmarketplace.

The Directors believe that the Group’s key strengths are:

A leading ‘all-of-market’ company sales specialist� KBS Corporate is a leading sell side adviser to SME owners across a broad spectrum of business and

company sales methodologies which spans Business Transfer, Business Brokerage and CorporateFinance

� KBS Corporate is highly ranked by deal volume within well-respected and industry-recognised adviserUK league tables

High volume direct marketing approach to client acquisition� Six core direct marketing channels

� Disruptive business model using experienced salespeople versus advisory teams

� Incentivised sales teams driving new client acquisition

Highly visible and effective online presence� Company Valuation Services – a proprietary online business valuation portal which generates c.600

leads per month* through follow-up telemarketing calls

� On average over 25,000 website sessions per month* across the Group

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Low cost, systemised and process driven service delivery� In FY16, non-contingent fees covered all related variable costs, fixed costs and marketing costs of the

Group

� Continued investment in technology and software to deliver efficient, scalable processes

� Integrated departments within one centralised Head Office resulting in a low cost and scalable deliveryplatform

� Proprietary CRM system purpose built to co-ordinate the sales and marketing process

Offering all potential clients fully contingent and inclusive legal fees� Since March 2013, the Group has offered its clients the option of a fully contingent and inclusive legal

partner arrangement through its national partner relationship with Gateley

� Currently, 76 per cent. of KBS Corporate’s and 59 per cent. of Knightsbridge’s client base haveengaged on an inclusive legal fee basis

� This gives the Group excellent visibility of the progress of each transaction through regular dialoguewith Gateley and streamlined transaction fee payment process

A highly scalable model� Highly segmented, departmental approach allows every area of the business to be easily scaled with

the addition of new staff

� Supported by the Group’s investment in software and KBS Globe CRM system to underpin thesystemised approach to client transactions

A fast growing business and high margin financial model� Since May 2013, the Group has been highly profitable and cash generative with year-on-year increases

in turnover

� 95 per cent. conversion of EBITDA into cash generated by operations in FY16

*Monthly statistics taken from unaudited management information for H117

3. BACKGROUND TO THE GROUP3.1 OverviewK3 Capital Group Limited was incorporated on 14 February 2007 for Anthony Ford and a co-investor (theInvestors), to acquire KBS Corporate (then called Knightsbridge Business Sales plc), a business brokerand business transfer agent. At that time KBS Corporate traded under the two distinct brands of“Knightsbridge Business Sales” and “KBS Corporate”.

K3 was established as a holding company under which it acquired 100 per cent. of the issued share capitalof KBS Corporate from its founders (the Founders), for a consideration comprising; £3.4 million in cash,£1.5 million in loan notes and ordinary shares equating to 50 per cent. of the share capital of K3.

Between 2008 and 2010, the Investors acquired the remaining 50 per cent. of ordinary shares of theCompany, and all of the loan notes, held by the Founders. In 2010, a new senior management team wasformed as John Rigby was appointed to the role of Managing Director and Simon Daniels was promoted toSales Director. In 2011, KBS Corporate re-registered as a private company limited by shares. In 2012, AndrewMelbourne joined the Group as Finance Controller, subsequently progressing to the role of Finance Director.

In 2013 a national legal partner relationship with Gateley was established to offer inclusive, fully contingentlegal services to the Group’s clients. This has proved very successful with 76 per cent. of KBS Corporateand 59 per cent. of Knightsbridge clients currently mandated opting for this service as at 28 February 2017.

In 2014 KBS Corporate Finance was incorporated to offer a deal execution only and director led corporatefinance service for larger mandates. The corporate finance advisory and management services wereoutsourced to Triskell, where the arrangement specified that consultants would be provided through KBS CFLLP (KBS CF). Triskell and KBS CF were two partnerships controlled by Anthony Ford that were responsiblefor supervising the execution of transactions. At around the same time KBS Corporate changed its name

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to KBS Corporate Sales Limited and Knightsbridge Business Sales Limited was incorporated to distinguishthe trading brands.

During 2015, the Group launched CVS, an online portal to generate additional sales leads and collate contactand performance data of sale-intent businesses, companies and shareholders. Stuart Lees joined the boardof the Company as Non-Executive Director in late 2015.

Since 2011, the number of Group staff has increased from 45 to over 100 in 2017. In order to facilitate thisgrowth and future planned expansion, the Group moved into its new 12,000 sq.ft. Head Office in 2016.

2016 also saw KBS Corporate Finance become an ICAEW authorised training employer (ATE), which coincidedwith the launch of the KBS Graduate Academy, enabling the Group to identify and develop future talent.

On 8 March 2017 the Company acquired the business, goodwill and assets of Triskell. In addition, in March2017 certain members of Triskell (being Anthony Ford and David Gardner) and KBS CF (being Julian Coy)were made employees of the Group.

Timeline of Key EventsYear Milestone

1998 KBS Corporate established as a non-incorporated entity

2001 Incorporation of KBS Corporate on 16 January 2001

2003 “KBS Corporate” brand launched

2004 Recruited national sales force

2007 Incorporation of K3 Capital Group Limited (formerly Knightsbridge Group Holdings Limited) toacquire KBS Corporate on 1 June 2007

2008/10 Founders exit the Group

2010 John Rigby appointed as Managing Director and Simon Daniels appointed Sales Director

2013 Formed a national legal partner relationship with Gateley

2014 Knightsbridge incorporated on 5 March 2014 under the name KBS Corp Limited

2014 KBS Corporate changed its name to KBS Corporate Sales Limited on 5 March 2014

2014 KBS Corporate Finance incorporated on 25 July 2014

2015 Company Valuation Service online portal launched

2015 New Head Office identified

2016 Graduate Academy launched

2016 KBS Corporate Finance became an ICAEW ATE

2016 The Group moved into the new Head Office on 30 September 2016

2017 Company acquired the business and assets of Triskell

3.2 Development of Strategy and ServicesK3’s strategy is to be an “all-of-market” business and company sales specialist, with its key offerings being:

� Business Transfer – operating under the Knightsbridge brand, typically serving businesses that havean enterprise value of up to c.£1.0 million, often occupying leasehold property (58 per cent.), and coverall sectors including retail, catering, care, commercial, licenced and leisure markets

� Business Broking – operating under the KBS Corporate brand, typically serving businesses that havean enterprise value ranging from £0.5 million to £5.0 million

� Corporate Finance – operating under the KBS Corporate Finance brand, offering a full director ledservice to businesses typically with an enterprise value between £5.0 million and £50 million

K3 implements its strategy through its:

� High volume direct marketing model incorporating CVS

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� Disruptive business model utilising experienced salespeople

� Low cost delivery platform and centralised Head Office

� Highly process driven and systemised methodology that is scalable

� Maximising the use of technology to automate and simplify the transaction sales process

� Extensive buyer reach utilising a multi-channel approach

� Experienced corporate finance directors who bring significant deal execution expertise to the Group

3.3 Awards and RecognitionThe Group has grown successfully as a result of a strong service proposition, which has been externallyrecognised through a number of industry acknowledgements and awards. A selection of recentaccreditations that KBS Corporate has received is as follows:

� Ranked No.1 “Adviser by deal volume – small cap” by Thompson Reuters for half year 2016

� Ranked No.3 “Adviser by deal volume – small cap” by Thompson Reuters for 2016

� Ranked No.9 “Adviser by deal volume” by Experian for 2016

� Awarded “UK Corporate Finance Advisory of the Year (up to £50m)” by ACQ Global in 2016

� Awarded “Best Company Sale and Brokerage Firm – UK” by Acquisition International in 2016

� Shortlisted “Mid-Market Corporate Finance Advisory Team of the Year” by Insider Media (North WestDealmakers Awards) in 2016

� Awarded “Excellence in Company Sales Services” by Corporate Livewire in 2016

� Awarded “Excellence in Corporate Finance Consultancy Services” by Corporate Livewire in 2017

4. BUSINESS AND REVENUE MODEL4.1 Business ModelK3 operates a high volume, scalable process driven approach to business and company sales.

Source: Management information

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K3’s business model is underpinned by five broad methodologies:

� DataA total base data set of c.3.8 million UK client targets and limited entities and c.1.2 million UK soletraders and partnerships are extensively profiled and refined on a continuous basis to produce a directmarketing database that is currently standing at c.1.43 million of potential UK client targets. Base datais obtained from a number of reputable sources with profiling and refinement undertaken in house*

� MarketingSix core direct marketing channels are employed to promote services and create interest from thepotential UK client targets identified above. Across these channels, the Group instigates approximately1.75 million contacts to prospective clients each month

� SalesLeads generated from the above activity are qualified based upon standard criteria, a process whichfilters down, on average, to over 400 face-to-face new business appointments per month*. These areattended by a team of 13 regional corporate directors and regional sales managers across the UK.This sales model uses experienced and trained sales advisors with extensive industry expertise. Thisresults in over 100 new client mandates per month*

� OperationsThe Group’s services are delivered through three core elements: 1) presentation – high qualitydocumentation to best portray its clients’ opportunity to market, 2) extensive multi-channel marketingand buyer reach to generate interested parties, and 3) a proven deal delivery methodology,complemented by a national legal partner relationship with Gateley, where the client is offered inclusive,fully contingent legal fees

� ResultsThe above process leads to, on average, c.600 NDAs and c.2,800 buyer enquires generated eachmonth, leading to c.250 buyer appointments, generating c.50 offers and over 10 completedtransactions each month*

*Monthly statistics taken from unaudited management information for H117

K3 operates a low cost delivery model with staff highly incentivised to perform and deliver results for itsclients, with incentive related bonus costs representing 37 per cent. of total payroll in FY16. This staff modelsees high performers rewarded and retained via lucrative bonus structures.

The Group’s services are delivered through the following distinct trading subsidiaries:

� KnightsbridgeProvides a business transfer service which utilises business for sale portals and its own proprietarybuyer database in order to match buyers and sellers.

Typically these clients’ businesses have an enterprise value of up to c.£1.0 million, are often leasehold(58 per cent.), and are engaged in a wide variety of sectors including retail, catering, care, commercial,licenced and leisure markets. As at 28 February 2017, Knightsbridge utilised 23 people across salesand operations.

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Source: Recently completed Knightsbridge transactions

� KBS CorporateProvides a business brokerage service which matches the sellers of SME businesses to trade, individualand institutional buyers both in the UK and overseas.

Typically these businesses have an enterprise value ranging from c.£0.5 million to c.£5 million. KBSCorporate covers a broad range of sectors including engineering, manufacturing, construction,technology, retail, wholesale, distribution and business services.

As at 28 February 2017, KBS Corporate utilised 52 people across sales and operations.

Source: Recently completed KBS Corporate transactions

� KBS Corporate FinanceAn execution only model for clients mandated through KBS Corporate where transaction complexity,value or fee scale requires a corporate finance director-led service.

A strong track record of delivering deals to mid-market private equity, trade (both privately owned andlisted) buyers in the UK and overseas, typically with an enterprise value between c.£5 million andc.£50 million.

As at 28 February 2017, KBS Corporate Finance utilised 10 people across transaction services andoperations.

Source: Recently completed KBS Corporate Finance transactions

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4.2 Marketing and Client AcquisitionK3 has six core direct marketing channels to prospective clients: mailshot, e-shot, online, remarketing, aproprietary valuation portal and telemarketing.

These are directed at potential client targets to generate direct leads and activity into the qualification anddiary management team, resulting regularly in, on average, over 230 qualified new business appointmentsin KBS Corporate per month (on average for H117) and 170 per month within Knightsbridge*.

Appointments are attended by a highly trained and experienced sales team of eight (as at 28 February 2017)regional corporate directors (KBS Corporate) and five regional sales managers (Knightsbridge) who presentthe service offering together with case studies and examples of the high quality sales presentations that canbe prepared for the prospective client.

Following the appointment, prospective KBS Corporate clients receive a 40+ page, colour and personalisedproposal which highlights the client’s corporate structure, USPs, financial summary, recent M&A activity intheir sector and fee quote.

Prospective Knightsbridge clients receive following the appointment a document positioned around the sizeof the mandate and sector relevant to their business.

A differentiating factor for K3 has been the ability to offer its clients an all-inclusive, fully contingent legalservice within its terms of business. This is facilitated through a national legal partner relationship with Gateley.The arrangement provides K3’s clients with specialist corporate and transactional legal advice from areputable national provider, whilst ensuring a streamlined transaction fee payment process for K3 througha trusted and longstanding arrangement. This inclusive offering has proved very successful with 76 per cent.of KBS Corporate’s and 59 per cent. of Knightsbridge’s currently mandated clients, having opted for thisservice (as at 28 February 2017). K3 has contacts with alternative legal providers with which it has workedon previous transactions, who are prepared to offer a similar arrangement to K3’s clients. This arrangementis summarised in paragraph 13.6 of Part IV of this document.

This results in, on average for H117, over c.45 new mandates per month in KBS Corporate and c.58 inKnightsbridge which in aggregate generates non-contingent revenues approaching £400,000 per month.*

*Monthly statistics taken from unaudited management information for H117

4.3 Operations and Service DeliveryOnce mandated clients are segmented into one of the Group’s branded delivery platforms, subject to sector,enterprise value, perceived deal complexity and fee structure. K3’s operations departments then deliver astructured process supported by proprietary technology which incorporates:

(1) Presentation of the client’s businessHigh quality sales brochures, opportunity summaries and information memoranda are prepared inhouse and signed off by the client

(2) Buyer Reach and Marketing EffortsK3 has a multi-channel approach to buyer identification incorporating traditional research, proprietarybuyer matching software and extensive use of portals and utilisation of an international professionalnetwork

(3) Deal Delivery PlatformNon-disclosure agreements and buyer enquiries are processed into buyer meetings from which offersare derived and negotiated on the client’s behalf, resulting in completed transactions

Geographical analysis of the Group’s completed transactions in FY16

Whilst operating from one centralised office K3 has a truly national coverage as can be demonstrated bythe “heat map” below which analyses completed transactions by geographic region:

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Source: Experian 2016 and management information

4.4 Systems and Intellectual PropertyK3 operates a number of proprietary, bespoke systems and has developed its own intellectual property todrive efficiency and add value to its business processes, including:

� Offsite Secure Sequel DatabasesAllows for routine data cleansing, enhancement and manipulation.

� CVS Online Portal (www.company-valuation-services.co.uk)Proprietary company and business valuation portal which provides a bell-curve of potential valuationsand a selection of sector specific transactions derived from a deal database of over 30,000 historictransactions. The site is used solely for sales lead generation and to collate valuable contact andperformance data of sale-intent businesses and companies.

The data collated includes contact details for the enquiring party and a set criteria of business informationincluding name, sector, current performance, future expectations and shareholder objectives.

The portal is consistently within the top three Google AdWords rankings for relevant search terms andgenerates an average of c.600 online valuations per month (based on unaudited managementinformation for H117).

The contact and business data collated from these valuations is cross referenced with the KBS GlobeCRM System and processed as a sales lead with a follow up telemarketing call typically within 48 hoursof submission.

� Proprietary Buyer Matching EngineUsing data profiling and algorithms based on specific input criteria (for example size, sector and cash),this automates the creation of intelligent buyer and seller matching lists.

� KBS Globe CRM SystemKBS Globe CRM System is K3’s bespoke client relationship management system which has been indevelopment over the last two years with phase one (marketing) implemented approximately 18 monthsago, phase two (sales) implemented approximately eight months ago, creating significant efficienciesand operational improvements. Phase three (operations), which is intended to drive the service deliveryplatform post mandate, is scheduled for launch in late 2017 at which point it will become a full end-to-end CRM system.

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The system currently incorporates:

– Sales campaign and contact management strategies

– Sales planning and diary management

– Sales progression and lead tracking

– Management information reporting suite

KBS Globe CRM System has been developed by external developers, however, the technology andsource code is K3’s intellectual property.

� Real Time Internal Project Management SystemFacilitates tracking of the progress of all mandated transactions and produces management informationand reporting.

4.5 Revenue ModelIn the majority of cases, the Group is contractually mandated by its clients on an exclusive basis for a periodof 6 months in KBS Corporate and 12 months in Knightsbridge.

The revenue model comprises two elements:

� A non-contingent fee typically paid upon commencement of the contract. In FY16, these fees coveredthe Group’s related variable costs, all fixed costs and marketing costs.

� A transaction fee is payable only upon the completion of a transaction. This is typically a percentageof the transaction value and therefore varies on a client by client basis. To this extent, a client’s interestand those of K3 are aligned to achieving the optimal price.

The following graphs demonstrate the revenue across the three business brands, as split between non-contingent fees and transaction fees. The Group does not differentiate between KBS Corporate and KBSCorporate Finance for the purpose of non-contingent fees; while larger and more complex transactions aremigrated across to KBS Corporate Finance for execution.

Source: Audited historical financial information on the Group for the three years ended 31 May 2014, 31 May 2015 and 31 May 2016.

5. GROWTH STRATEGY5.1 Organic GrowthK3 has adopted and continues to implement a growth strategy predicated on quality data, effectivemarketing and professional sales strategies, coupled with a low cost and scalable operating platform. TheDirectors believe that the ongoing implementation of this strategy will result in continuing increases in leadgeneration, appointments, numbers of mandates and numbers of transactions. This is driven and supportedby K3’s continued software investment, data segmentation and optimisation and improvements in itsmarketing and sales presentations.

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K3 is regularly looking to evolve and enhance its procedures to maximise efficiency, whilst also recruiting forkey roles in specific areas. The Directors hope that the Graduate Academy set up in 2016 will yield a numberof talented graduates who will further develop through KBS Corporate Finance’s ICAEW ATE status on anannual basis.

The move to a new, larger, Head Office in late 2016 facilitated and allowed growth in the internal and externalsales functions and will allow further growth in general headcount where required which the Directors areconfident will drive further growth into the sales funnel. The move to the new Head Office also saw therelocation and integration of K3’s corporate finance team into Head Office enabling more efficient workingpractises and enhancing interaction between departments.

K3 has continued to win a higher number of client mandates across the Group, at a higher averagetransaction fee value which continues to be the core strategy of K3 moving forward. To further enhance thisstrategy KBS Corporate Finance was established in 2014 as an execution only model to facilitate a morequalified service delivery to mandates with an enterprise value in excess of £5 million. The Group also remainsfocused on ensuring that the Knightsbridge business continues to grow. K3 monitors its organic growththrough key performance indicators, being number of mandates, completed transactions and averagetransaction fees.

Key Performance IndicatorsFY14 FY15 FY16 H117

Paid Mandates across Knightsbridgeand KBS Corporate 797 876 1,131 620

FY14 FY15 FY16 H117

Completions across Knightsbridge,KBS Corporate and KBS Corporate Finance 110 119 133 65

Average Non-Contingent Fee**£’000 FY14 FY15 FY16 H117

Knightsbridge 0.9 1.0 1.1 1.1KBS Corporate 4.6 6.3 7.4 7.4

Average Transaction Fee£’000 FY14 FY15 FY16 H117

Knightsbridge 3.9 5.7 5.4 4.8KBS Corporate 18.1 20.5* 23.1 27.7KBS Corporate Finance – 237.3* 348.5 789.6

Source: Unaudited management information

*FY15 statistics have been normalised to reflect one KBS Corporate Finance transaction which was billed through KBS Corporate.

**Under the Group’s accounting policy revenue from non-contingent fees is recognised over the period in which the service is deliveredwhich may fall into more than one financial year. Therefore the number of paid mandates multiplied by the average non-contingent feedoes not equal revenue.

5.2 Acquisition GrowthFollowing Admission, the Directors intend to consider making acquisitions within the UK where they cansee strategic rationale or an opportunity to increase the Group’s market share. Being a publicly tradedcompany will assist the Company in pursuing this acquisition strategy, as it will have the ability to offerpotential vendors Ordinary Shares as consideration, and raise capital to fund future acquisitions.

The Group’s acquisition strategy aims to ensure long term benefits for the Group and, where applicable,integrate acquired businesses successfully into the Group. The Group intends to target relevant acquisitionsthat add incremental revenue and profit to the Group, and either can be supported by the Group’s existinginfrastructure or will be in a complementary area that the Group does not cover.

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6. MARKET AND COMPETITIONThe Group is a sell side advisor to SME owners across a broad spectrum of business and company salesmethodologies which spans Business Transfer, Business Brokerage and Corporate Finance. The Directorsbelieve that K3 is the only “all of market” business and company sales specialist, sitting across all three coremarkets. Each of the three markets is highly fragmented with a range of local, regional, national and tradespecific operators with diverse service offerings.

The below diagram represents the Directors’ belief as to K3’s positionwithin the business and company sales market

Source: Management information

The Directors believe that the size of the UK market for business and company sales at any one time to bein the order of 200,000 opportunities with approximately 10 per cent. completing a sale transaction on anannual basis. This is supported by data collated from leading business for sale portals and transactionstatistics from Experian. Indicatively, this would suggest that K3 holds a market share of less than 1 percent. by market size and deal volume and therefore the Directors believe that there remains significantopportunity within this market place.

Business Transfer MarketThe Business Transfer Market is highly fragmented with a high number of local, regional, national and sectorspecific operators across the UK. The service provided is often likened to estate agency and utilises a rangeof advertising methods to facilitate a change in ownership. These providers would typically operate withinsectors such as retail, catering, licensing and leisure, care and small commercial.

Business Brokerage MarketThis market is mainly serviced by regional and national brokers as well as accountancy practices servicingtheir local market. A typical broker provides services to SME owners who are looking to identify a buyer fortheir company in order to affect an exit strategy.

The level of service varies greatly between providers with many adopting a mass marketing approach andan introduction-only service.

Generally, this market services businesses with an enterprise value of less than £5 million.

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Corporate Finance MarketKBS Corporate Finance operates in the SME sector of the market. This market is highly fragmented andserviced by a high number of regional, national and international accountancy firms, M&A advisory andcorporate finance boutiques. The Group has carved a niche in the higher volume/lower enterprise value endof this market through its client acquisition strategy. The Group’s success is demonstrated by its top10 position in the published 2016 Thompson Reuters and Experian deal volume league tables.

7. CURRENT TRADING AND FUTURE PROSPECTSThe financial information for FY16 and H117 is set out in Section B of Part III ‘Historical Financial Information’.

Since 30 November 2016, trading has continued to be in line with the Directors’ expectations with theGroup’s unaudited revenue in the three months ended 28 February 2017 at £2.198 million.

Three Months ended Nine Months ended28 February 28 February

Recognised Revenue £’000 2017 2017

Non-contingent fees 1,166 3,542Transaction fees 1,032 4,294Revenue 2,198 7,836

Source: Unaudited management information

The key KPIs have been as follows:

KBSKBS Corporate

Three Months to 28 February 2017* Knightsbridge Corporate Finance

Average Non-Contingent Fee £’000 1.2 7.6 –Average Transaction Fee £’000 12.6 51.0 124.3

Source: Unaudited management information

*Under the Group’s accounting policy revenue from non-contingent fees is recognised over the period in which the service is deliveredwhich may fall into more than one financial year. Therefore the number of paid mandates multiplied by the average non-contingent feedoes not equal revenue.

The Directors remain confident about the future prospects of the Group.

8. THE BOARD AND SENIOR MANAGEMENTBrief biographies of the Directors are set out below. Paragraphs 7 and 8 of Part IV of this document containsfurther details of the current and past directorships and certain other important information regarding theDirectors.

Board of DirectorsIan Thomas Mattioli, aged 54, Non-Executive Chairman

Ian has over 30 years’ experience in the financial services sector, and co-founded the Mattioli Woods Groupin 1991 where he is the Chief Executive Officer and remains responsible for the vision and operationalmanagement of the group. Ian has been awarded an MBE and also won the London Stock Exchange AIMEntrepreneur of the Year award in 2007.

John Stephen Rigby, aged 44, Chief Executive OfficerJohn joined KBS Corporate Sales in 2000 following a career in commercial and corporate banking. Johnhas over 17 years of operational, sales and commercial management experience within the sector anddeveloped the national sales infrastructure of the Group. John became Managing Director of the Group in2010 and has been responsible for driving growth and integral in the development of the low cost, processdriven delivery platform.

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Andrew (“Andy”) Robert Melbourne, aged 34, Chief Financial OfficerAndrew joined the Group in 2012 following ten years in various financial accounting roles across variousindustries including media, leisure and property management. Andrew possesses strong financial, strategyand commercial management skills including HR, IT and special projects. Andrew is a fellow of the CharteredInstitute of Management Accountants and an MSC in Strategic Financial Management and was voted NorthWest Young Finance Director of the Year at the North West Finance Awards in 2016.

Anthony (“Tony”) John Ford (FCA), aged 58, Executive Vice Chairman

Anthony is a qualified chartered accountant and experienced corporate financier. He founded K3 and ledits investment in KBS in 2007. He was subsequently responsible for the overall strategic direction of theGroup and previously as Chairman he oversaw a period of strong growth and internal development. Anthonypossesses significant directorship experience across a broad range of industries including corporate finance,financial services, technology and business services.

Stuart Lees (FCA), aged 60, Non-Executive DirectorStuart joined K3 as a Non-Executive Director in September 2015 to assist with the development of thestrategic direction of the Group. Stuart is a highly respected corporate financier and was previously ManagingDirector of Altium and head of corporate finance at Arthur Andersen in the UK. Stuart has a wealth ofbusiness experience and held the position of Group CEO of Latium Holdings Limited from 2004 to 2009acquiring Ultraframe plc, Spectus Systems, Kestrel Building Products and the successful disposal of EverestHome Improvements.

Senior ManagementSimon Martin Daniels, Sales DirectorSimon joined KBS Corporate Sales in 2005 and following four years as Sales Manager was promoted toSales Director in 2009. Simon is responsible for the direct marketing strategy of the Group and themanagement and development of the internal and external sales functions. Previously Simon worked in asales management role in a professional services business.

Matthew Christian Clancy, Operations DirectorMatthew joined KBS Corporate Sales in 1999 and is the longest serving member of the team. Matthewbecame Operations Director in 2010 and in this role is responsible for document production, buyer researchand deal execution teams.

Julian Richard Lee Coy (FCA), Corporate Finance Managing Director

Julian joined K3 in 2014 to set up the KBS Corporate Finance execution platform. Julian is a charteredaccountant and experienced corporate financier having previously been Head of Corporate Finance for BDOin the North West. Julian has a wealth of business experience and managerial skills to assist the board indeveloping a successful corporate finance offering.

David Andrew Gardner (FCA), Corporate Finance DirectorExperienced Corporate Finance Director responsible for managing many sizeable transactions with privateequity and overseas buyers. David has over ten years’ experience in providing corporate finance advice toentrepreneurial businesses.

Gary James Edwards, Head of Marketing

Gary joined the Group in 2009 and is responsible for the multi-channel marketing of all brands. This includesdigital and office direct marketing activity, including company sales literature, as well as all proposals to newclients.

9. SUMMARY FINANCIAL INFORMATION AND KEY PERFORMANCE INDICATORSSummary Financial InformationSection B of Part III of this document contains historical financial information on the Group for the threeyears ended 31 May 2016 (audited) and for the six month periods ended 30 November 2015 (unaudited)and 30 November 2016 (audited).

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The following summary financial information on the Group has been derived from the financial informationcontained in Section B of Part III of this document. The following summary financial information should beread in conjunction with the full text of this document and with the financial information presented in Part IIIof this document. Investors should not rely solely on this summarised financial information.

Audited Audited Audited Audited UnauditedYear Year Year Six months Six months

ended ended ended ended ended31 May 31 May 31 May 30 November 30 November

£’000 2014 2015 2016 2016 2015Non-Contingent FeesCorporate 2,106 2,494 3,742 2,013 1,797Knightsbridge – 346 603 363 290

––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––

Total Non-Contingent Fees 2,106 2,840 4,345 2,376 2,087––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––

Transaction FeesCorporate Finance – 744 2,788 2,389 320Corporate 827 898 972 701 527Knightsbridge – 458 446 172 206

––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––

Total Transaction Fees 827 2,100 4,206 3,262 1,053––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––

Revenue 2,933 4,940 8,551 5,638 3,140EBITDA 539 1,037 3,216 2,554 1,141Normalised* EBITDA (unaudited) 539 1,218 3,752 2,798 1,049Cash generated by operations 865 1,524 3,070 2,920 1,052Profit before income tax 504 996 3,068 2,475 1,064Total comprehensive income 401 763 2,469 1,966 848

––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––

*Normalised EBITDA (unaudited) reflects the illustrative historical cost savings of having Triskell and KBS CF personnel as employeesof the Group, under the arrangements in force at the date of this Admission Document compared to the consultancy fees paid toTriskell and KBSCF during each period. Further details on the arrangements with Triskell and KBS CF are set out in Note 25 in SectionB of Part III and paragraph 14 of Part IV of this document.

This summary information refers to past performance. Past performance is not a reliable indication of futureresults.

10. THE PLACINGThe Company is seeking to raise £2.1 million (before expenses) by way of a placing of the New Shares atthe Placing Price. finnCap has agreed, pursuant to the Placing Agreement and conditional, inter alia, uponAdmission, to use its reasonable endeavours to place the Placing Shares at the Placing Price with investors.The Placing has not been underwritten.

Admission and dealings in the Ordinary Shares are expected to commence on 11 April 2017.

The New Shares will be in registered form and will be issued credited as fully paid and the Sale Shares willbe in registered form and are fully paid. The Placing Shares will rank in full for all dividends and otherdistributions declared paid or made on the Ordinary Shares after Admission.

Further details of the Placing Agreement are set out in paragraph 13.1 of Part IV of this document.

11. THE PLACING SHARESThe Placing Shares which are the New Shares and the Sale Shares comprise 18,781,497 ordinary sharesof 1 penny each in the capital of the Company. The Placing Shares were created under the Act and can beissued in certificated or uncertificated form. The ISIN number for the shares in the Company isGB00BF1HPD20.

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12. THE SELLING SHAREHOLDERSEach of the Selling Shareholders have, pursuant to the terms of the Placing Agreement, agreed to sell theirrespective number of the Sale Shares at the Placing Price, having provided customary warranties to finnCapon a several basis in respect of their title and ability to sell their respective number of the Sale Shares.

13. REASONS FOR ADMISSION AND USE OF PROCEEDSReasons for AdmissionThe Directors believe that Admission will be an important step in the Group’s development and will assistthe growth of the business and that, as well as broadening the Group’s shareholder base, this will:

� enhance the perceived credentials of the Group with existing and potential clients

� give the Company the ability to raise money via equity issuance in order to assist the Company topursue further opportunities to grow

� provide the Company with the flexibility to use its Ordinary Shares as payment if and when it seeksacquisition opportunities

� help the Company to attract and retain high-quality and/or key staff

� to allow the founder Anthony Ford the ability to realise part of the investment that he holds with hiswife (both Selling Shareholders) in the Company due to health reasons and John Rigby (Chief ExecutiveOfficer) to satisfy demand in the Placing and realise part of his investment in the Company, whilstallowing the Company to retain its independence

Use of ProceedsThe gross proceeds attributable to the New Shares issued as part of the Placing will be used as follows:

Settle the deferred consideration liability that arose from the purchase of the business, assets and goodwill of Triskell £1.1 million

General working capital purposes, including to satisfy Admission related costs £1.0 million

14. DIVIDEND POLICYIt is the Directors’ current intention that approximately 80 per cent. of the Group’s post-tax profits per annumwill be paid to Shareholders as a dividend, to be weighted as to one third following the announcement ofthe Company’s half year results and the remaining two thirds following the finalisation of the Company’s finalaccounts. The Directors’ current intention is to recommend the commencement of dividend payments afterthe finalisation of the Company’s final accounts for the current financial year, anticipated to be in the thirdquarter of calendar year 2017. There can be no assurance as to whether dividend distributions will occuras intended, the amount of dividend payments or the timing of any such payment.

The Directors will consider the following general principles when recommending dividends for approval byShareholders or when declaring any interim dividends:

(a) the Group’s level of cash, marketable financial assets and level of indebtedness

(b) the Group’s required and expected cashflows, interest expenses, profit, return on equity and retainedearnings

(c) the Group’s expected results from operations and the anticipated future level of operations

(d) the Group’s projected levels of capital expenditure and other investment plans, including futureacquisitions

The objective of the Company’s dividend policy is to provide sustainable dividends to Shareholdersconsistent with the Group’s earnings growth to attract long-term investors and enable Shareholders to enjoyreturns on their investment in tandem with the Group’s growth. That said, the payment and amount of anydividends or distributions to Shareholders will be at the discretion of the Directors and will depend on thefactors stated above and the requirements of the 2006 Act. There is no assurance as to whether dividenddistributions will occur as intended, the amount of dividend payments or the timing of any such payment.

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All Ordinary Shares, including the Placing Shares, carry equal dividend rights.

As a holding company, the ability of the Company to pay dividends will principally depend upon dividendsor interest paid to it by its operating subsidiaries.

15. SHARE OPTIONSThe Directors consider that an important part of the Group’s remuneration policy should include equityincentives through the grant of share options to Directors and employees. Accordingly, the Company hasadopted an Option Plan, as described in paragraph 11 of Part IV and a ShareSave Plan, as described inparagraph 12 of Part IV of this document. It is the intention of the Directors to grant further options to currentand future employees of the Group. Following Admission, the maximum number of Ordinary Shares whichwill be subject to options granted to Directors and employees under the Option Plan, ShareSave Plan andany other employee share plan adopted by the Company will not exceed 10 per cent. of the Company’sissued share capital from time to time in any rolling 10 year period.

16. LOCK-IN AND ORDERLY MARKET ARRANGEMENTSEach of the Directors and each person who was a holder of Ordinary Shares immediately prior to Admissionand will remain so after Admission has undertaken to the Company and finnCap that, save in specifiedcircumstances, they will not dispose of any interest in Ordinary Shares held by them for a period of 12 monthsfrom Admission, save for John Rigby and Anthony Ford who will not dispose of any interest in OrdinaryShares held by them for a period of three years and two years, respectively from Admission(Lock-in Period). The specified circumstances include:

� any disposal pursuant to acceptance of a general offer made by an offeror (the Offeror) to allShareholders for the whole of the issued share capital of the Company (other than any shares alreadyheld by the Offeror or persons acting in concert with the Offeror); or

� a disposal by a personal representative in the event of death before expiry of the Lock-in Period; or

� the execution of an irrevocable commitment to accept a general offer made to all Shareholders for thewhole of the issued capital of the Company (other than any shares already held by the Offeror orpersons acting in concert with the Offeror); or

� any disposal pursuant to an intervening court order.

Furthermore, each such person has also undertaken to the Company and finnCap in the 12 month periodimmediately following the end of their respective Lock-in Period, not to dispose of any of their OrdinaryShares otherwise than through the Company’s broker at the relevant time.

Further details of these arrangements are set out in paragraph 13.4 of Part IV of this document.

17. RELATIONSHIP AGREEMENTOn Admission, Anthony Ford, John Rigby and their respective connected persons will be interested in8,442,105 Ordinary Shares and 8,442,105 Ordinary Shares, respectively, representing in each case20 per cent. of the Enlarged Issued Share Capital.

The Directors are satisfied that the Company is capable of carrying on its business independently ofAnthony Ford and John Rigby and that all transactions and relationships between Anthony Ford andJohn Rigby and the Company are and will continue to be at arm’s length and on commercial terms.

To ensure that Shareholders are adequately protected in this regard, the Company and finnCap have enteredinto the Relationship Agreement with Anthony Ford and John Rigby. Pursuant to the Relationship Agreement,Anthony Ford and John Rigby have both given certain undertakings to the Company and finnCap to theeffect that the Board can amongst other things operate on an independent basis. In addition, for so long asAnthony Ford and John Rigby respectively retains more than 15 per cent. of the voting rights in the Companyhe will have the right to appoint a director (if he is not on the Board). Further information on the RelationshipAgreement can be found at paragraph 13.3 of Part IV of this document.

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18. CORPORATE GOVERNANCE AND INTERNAL CONTROLSThe Directors recognise the importance of sound corporate governance and the guidelines set out in theUK Corporate Governance Code (the Code). Whilst AIM companies are not obliged to comply with theCode, the Directors do intend to comply with the QCA Code so far as is appropriate having regard to thesize and development of the Company and in consultation with the Company’s Nominated Adviser fromtime to time.

The Company has two independent non-executive Directors. The Board retains full and effective controlover the Company. The Company intends to hold regular quarterly Board meetings at which financial andother reports will be considered and, where appropriate, voted on. Apart from regular meetings, additionalmeetings will be arranged when necessary to review strategy, planning, operational and financialperformance, risk, capital expenditure and human resource and environmental management. The Board isalso responsible for monitoring the activities of the executive management.

The Directors have established an audit committee, a nominations committee and a remuneration committeewith formally delegated duties and responsibilities to operate with effect from Admission.

The audit committee, which will initially comprise Ian Mattioli and Stuart Lees, with Stuart Lees acting asChairman, will determine and examine any matters relating to the financial affairs of the Group including theterms of engagement of the Group’s auditors and, in consultation with the auditors, the scope of the audit.In addition it will consider the financial performance, position and prospects of the Group and ensure theyare properly monitored and reported on.

The nominations committee, which will initially comprise Stuart Lees and Ian Mattioli with Ian Mattioli actingas Chairman, will review the composition and efficacy of the Board and where appropriate recommendnominees as new directors to the Board.

The remuneration committee, which will initially comprise Stuart Lees and Ian Mattioli, with Ian Mattioli actingas Chairman, will review the performance of the executive Directors and set their remuneration, determinethe payment of bonuses to the executive Directors and consider the Group’s bonus and incentivearrangements for employees.

The Directors will comply with Rule 21 of the AIM Rules for Companies relating to Directors’ dealings andwill take all reasonable steps to ensure compliance by the Group’s applicable employees.

The Company has adopted and will operate a share dealing code for Directors and Group employees inaccordance with the AIM Rules for Companies.

19. ADMISSION, SETTLEMENT AND DEALINGSApplication has been made to the London Stock Exchange for all of the Ordinary Shares, issued and to beissued pursuant to the Placing, to be admitted to trading on AIM. It is expected that Admission will becomeeffective and dealings will commence in the Ordinary Shares on 11 April 2017.

The Articles permit the Company to issue Ordinary Shares in uncertificated form in accordance with theCREST Regulations. CREST is a voluntary computerised share transfer and settlement system. The systemallows shares and other securities to be held in electronic form rather than paper form.

The Company has applied for the Ordinary Shares to be admitted to CREST and it is expected that theOrdinary Shares will be so admitted and accordingly enabled for settlement in CREST on the date ofAdmission. Accordingly, settlement of transactions in Ordinary Shares following Admission may take placewithin the CREST system if any individual Shareholder so wishes. Shareholders who wish to receive andretain share certificates are able to do so and share certificates representing the Ordinary Shares to beissued pursuant to the Placing are expected to be despatched by post to such Shareholders by no laterthan 21 April 2017, at the Shareholders own risk.

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20. TAXATIONInformation regarding UK taxation is set out in paragraph 17 of Part IV of this document. That information isintended only as a general guide to the current tax position under UK law. If you are in any doubt as toyour tax position, you should contact your independent professional adviser.

21. THE TAKEOVER CODEThe Company is a public company incorporated in England and Wales and its Ordinary Shares will beadmitted to trading on AIM. Accordingly, the Takeover Code applies to the Company.

The Takeover Code governs, inter alia, transactions which may result in a change of control of a companyto which the Takeover Code applies. Under Rule 9.1 of the Takeover Code any person who acquires, whetherby a series of transactions over a period of time or not, an interest (as defined in the Takeover Code) inshares which, taken together with shares in which he is already interested or in which persons acting inconcert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subjectto the Takeover Code, that person will, except with the consent of the Panel, be required to make a generaloffer to all the remaining shareholders to acquire their shares. Similarly, Rule 9 of the Takeover Code alsoprovides that when any person, together with persons acting in concert with him, is interested in shareswhich in aggregate carry not less than 30 per cent. of the voting rights of a company but does not holdshares carrying more than 50 per cent. of such voting rights and such person, or any person acting inconcert with him, acquires an interest in any other shares which increases the percentage of shares carryingvoting rights in which he is interested, then, except with the consent of the Panel, such person shall extendoffers, on the basis set out in Rules 9.3, 9.4 and 9.5 of the Takeover Code, to the holders of any class ofequity capital whether voting or non-voting and also to the holders of any other class of transferable securitiescarrying voting rights.

An offer under Rule 9 must be in cash and must be at the highest price paid by the person required to makethe offer, or any person acting in concert with him, for any interest in shares of the company in questionduring the 12 months prior to the announcement of the offer.

Where any person who, together with persons acting in concert with him, holds shares carrying more than50 per cent. of the voting rights of a company, and such person or any person acting in concert with him,acquires any further shares carrying voting rights, the concert party as a whole will not generally be requiredto make a general offer to the other shareholders to acquire the balance of their shares, though Rule 9 ofthe Takeover Code would remain applicable to individual members of a concert party who would not beable to increase their percentage interests in the voting rights of such company through or between Rule 9thresholds without Panel consent.

The Takeover Code defines persons “acting in concert” as comprising persons who, pursuant to anagreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of acompany or to frustrate the successful outcome of an offer for a company. “Control” means an interest, orinterests, in shares carrying in aggregate 30 per cent. or more of the voting rights of a company, irrespectiveof whether such interest or interests give de facto control. A person and each of its affiliated persons will bedeemed to be acting in concert with each other. There is a non-exhaustive list of persons who will bepresumed to be acting in concert with other persons in the same category unless the contrary is established.

The Company’s advisers have liaised with the Panel and based on the information available, the Panel hasconfirmed that a concert party exists consisting of the individuals set out in paragraph 9.3 of Part IV of thisAdmission Document (the Concert Party). Immediately following Admission, the Concert Party will beinterested in, in aggregate, 23,429,029 issued Ordinary Shares representing approximately 55.1 per cent.of the Enlarged Issued Share Capital.

Since, on Admission, the Concert Party will together hold Ordinary Shares carrying more than 50 per cent.of the voting rights of the Company, it will be free (subject to Note 4 on Rule 9.1 and subject to Panel consent)to increase its aggregate holding of shares carrying voting rights in the Company without any obligation tomake a general offer for the Company under Rule 9.

As set out in paragraph 9.3 of Part IV of this Admission Document, it is currently intended to grant AndrewMelbourne, a member of the Concert Party, an award under the Option Plan over a maximum entitlementof 217,020 Ordinary Shares (Option Shares). Assuming no other shares had been issued, the total holding

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of the Concert Party will be 23,646,049 Ordinary Shares representing 56.0 per cent. of the Enlarged IssuedShare Capital following the issue of the Option Shares. The Panel has confirmed to the Company that itwould not require the Concert Party to make a mandatory offer pursuant to Rule 9 of the Takeover Code ifthe Concert Party’s interest in Ordinary Shares has increased only as a result of the allotment of OrdinaryShares pursuant to the Option Plan arrangements as described in this paragraph, even in the instance thatthe Concert Party is interested in shares which, in aggregate, carry more than 30 per cent. of the votingrights of such company, but does not hold shares carrying 50 per cent. or more of such voting rights. Thisconfirmation has been given by the Panel on the basis that the consequences of such increases have beenfully disclosed to prospective investors in this Admission Document.

Save as set out above in respect of Andrew Melbourne, individual members of the Concert Party will not,without giving rise to an obligation upon that member of the Concert Party to make an offer for the entireissued share capital of the Company in accordance with Rule 9 of the Takeover Code, be able to increasetheir percentage interest in Ordinary Shares through or between a Rule 9 threshold, without Panel consent.

Further information on the key provisions of the Takeover Code is set out in paragraph 5.12 of Part IV of thisdocument.

22. ADDITIONAL INFORMATIONYou should read the whole of this document which provides information on the Group and Placing and notrely on summaries or individual parts only. Your attention is drawn to Part II of this document which containscertain risk factors relating to any investment in the Company and to Part III and Part IV of this documentwhich contain further additional information on the Group.

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PART II

RISK FACTORS

In addition to the other relevant information set out in this document, the following specific factorsshould be considered carefully in evaluating whether to make an investment in the Company.If you are in any doubt about the contents of this document or the action you should take, youare strongly recommended to consult a professional adviser authorised under FSMA whospecialises in advising on the acquisition of shares and other securities.

The Directors believe the following risks to be the most significant for potential investors. Therisks listed, however, do not necessarily comprise all those associated with an investment in theCompany and are not presented in any order of priority. In particular, the Company’s performancemay be affected by changes in legal, regulatory and tax requirements in the UK as well as overallglobal financial conditions.

This is a high risk investment and investors may lose a substantial portion or even all of the moneythey invest in the Company. An investment in the Company is, therefore, suitable only forfinancially sophisticated investors who are capable of evaluating the risks and merits of suchinvestment and who have sufficient resources to bear any loss that might result from suchinvestment.

Investors should also take their own tax advice as to the consequences of owning shares in theCompany as well as receiving returns from it. No representation or warranty, express or implied,is given to investors as to the tax consequences of their acquiring, owning or disposing of anyshares in the Company and neither the Company nor the Directors will be responsible for any taxconsequences for any such investors.

Risks relating to the Group’s BusinessDependence on key employees and personnelThe Group’s future development and prospects depend to a significant degree on its capacity to attract andretain effective personnel. The Group’s performance depends on the efforts, abilities, experience,performance and continued service of its key management team. These individuals have substantialexperience and expertise in the different aspects of the Group’s business and operations and have madesignificant contributions to the Group’s continuing growth and success. As a result, these key seniorpersonnel are one of the Group’s most important assets. If members of the Group’s key senior personneldepart, the Group may not be able to find effective replacements in a timely manner, or at all, and its businessmay be disrupted or damaged. In addition, loss of key personnel to competitors could have a materialadverse effect on the Group’s competitive position, operations and prospects.

In addition, there can be no assurance that the Group will continue to be able to retain or attract a sufficientnumber of skilled personnel. Any inability to recruit, train or retrain such personnel could hinder the Group’sbusiness generally or in respect of its expansion plans which could have a material adverse effect on itsbusiness, results of operations and its overall financial condition.

Growth managementThe Directors anticipate that further expansion will be required to address the anticipated growth in themarkets in which the Group’s clients operate. The Group’s future success will depend, in part, on its abilityto manage this anticipated expansion. Such expansion is expected to place significant demands onmanagement, support functions, accounting, sales and marketing and other resources. If the Group isunable to manage its expansion effectively, its business and financial results could suffer.

Adequacy of Insurance CoverageThe Group seeks to cap its liability to clients under its standard terms to the fees charged in respect of thatclient transaction. However the Group’s business may expose it to potential professional indemnity andother risks. No assurance can be given that any future necessary insurance cover will be available to theGroup at an acceptable cost, if at all, or that, if there is any claim, the level of the Group’s insurance cover

29

will be adequate. In the future, if the Group’s insurance is not adequate or available to pay liabilities associatedwith its operations, or if there is any failure to maintain adequate controls and processes in relation toprocessing of confidential information and personal data, or if the Group is unable to purchase adequateinsurance at reasonable rates in the future, it may have a material adverse effect on the Group’s business,financial condition, future trading performance, prospects and its ability to attract and retain certain members.

Contractual termsThe Group’s supplier contracts may lack uniformity or be based upon the terms and conditions set by itssuppliers. As a result, the Group will likely negotiate its supplier contracts on a case-by-case basis and, inorder to close a transaction, may sometimes accept onerous contract terms. In particular, some supplycontracts may contain uncapped indemnity and liability provisions. If the Group is unable to effectivelynegotiate with key suppliers and partners, the business and operating results of the Group may be adverselyaffected. In some instances, written contracts with suppliers are not in place although as a general rule theGroup has been trading with such suppliers on a long term basis. Without written contracts in place, thesuppliers may also be able to terminate the arrangements on short notice which would mean that the Group’sbusiness and revenues could be adversely affected if it was unable to put in place a contract with areplacement supplier quickly.

ReputationThe ability of the Group to attract new business and to retain its existing clients depends in part upon themaintenance of its reputation in the market. The industry in which the Group operates demands a high levelof integrity. Client trust is paramount and the Group is thus susceptible to adverse market perception. Anyfailure to satisfy the Group’s responsibilities to its clients, any negative publicity resulting from such activitiesor the association of such actions with the Group, could have a material adverse effect on the financialcondition, results or operations of the Company.

Constitutional ChangeThe Group faces potential risks associated with the proposed exit by the UK from its membership of theEuropean Union, and the potential uncertainty preceding and following that exit. In addition, prolongeduncertainty regarding aspects of the UK economy due to the uncertainty around the proposed exit coulddamage clients’, their prospective buyers, and investors’ confidence. The proposed exit and these aspectsof it could have a material adverse effect on the Group’s business, results of operations, financial conditionand growth prospects.

As the Company is a sell side advisor to SME owners across a broad spectrum of business and companysales, such advisory business as is carried on by the Group is potentially subject to risks associated withchanges in tax law (such as increases in personal tax rates and/or the restriction or removal of personal taxreliefs, such as Entrepreneurs Relief) which may impact upon or delay a particular SME owner’s decisionto sell.

IT Risks and outsourcing arrangementsThe Group has a significant reliance on the stability and security of its IT system and website portals includingto record enquiries, capture and profile data, summarise results and manage its business. All aspects of theoperation of the business, both client facing as well as internal management, regulation and control arereliant on the IT and software systems and website portals of the Group. The failure of the Group’s IT systemsand/or website portals to operate effectively could materially adversely affect its business. In addition, shouldit be required as the business expands, the implementation of new IT systems and/or website portals couldtake longer than expected, disrupt the Group’s current systems and/or incur cost overruns. Furthermore,any replacement or upgrade to the IT system and/or website portals of the Group could have adverse costand operational consequences for the Group.

A failure in the financial and accounting systems of the Group would adversely affect the internalmanagement reporting, operations and accounts of the Group and could result in errors and delays andinaccuracies in the financial reporting and monitoring of the operations of the Group.

In addition, the Group’s IT systems and/or website portals may be subject to damage and/or interruptionfrom power outages; computer, network and telecommunication failures; computer viruses; security

30

breaches and usage errors by its employees. If the Group’s IT systems and/or website portals are damagedor cease to function properly, it may have to make a significant investment to fix or replace them, and it maysuffer loss of critical data and interruptions or delays in its operations. Any significant disruption in the Group’sIT systems and/or website portals could have a material adverse effect on its business, results of operationand financial condition.

The Group relies on third parties, including data centres and bandwidth providers, to host and operate itswebsites and other IT systems and also to carry out its mailings and e-mail marketing to prospective clients.Any failure or interruption in the services provided by these third parties and their suppliers could harm itsoperations and reputation. In addition, the Group may have little or no control over these third parties, whichincreases its vulnerability to service problems. Any disruptions in the mailing and e-mail marketing processes,network access, co-location or hosting services provided by these parties or their suppliers or any failure ofthese providers to handle current or higher visitor traffic or transaction volumes or to comply with relevantregulations (including data protection legislation) could significantly harm the Group’s business. The Groupmay in the future experience disruptions in these services. If these providers were to suffer financial or otherdifficulties (such as security breaches and computer viruses or inability to provide services for any otherreason), their services to the Group could be interrupted or discontinued and replacement providers maybe uneconomical, unavailable or not capable of providing an adequate service sufficiently quickly. Any ofthese events could have a material adverse effect on the Group’s business (including reputation), operatingprofit and overall financial condition.

Ownership of Intellectual Property RightsIf the Group does not obtain ownership of anything created for it by third parties such as its software orwebsites it will not have exclusive rights to exploit them. It may not be able to insist that it is provided withthe source codes to develop them in the future or to maintain them. This could cause severe disruption tothe Group’s business in relation to any software and websites developed for the Company. If formal contractsare not entered into then the Group will not obtain confirmation that anything created for it does not infringea third party’s rights.

Execution riskThe Group’s future development and prospects depend to a significant degree on transactions completing;however there are a number of factors which prevent transactions from completing, including, inter alia,mandated clients not being willing sellers and therefore only using the Group’s services to ascertain themarket value of their business and mandated clients withdrawing from the process due to reasons such as,inter alia, undue pressures, day to day distraction from operating their business and price expectations. If asignificant number of transactions do not complete post the Group being mandated, this could have amaterially adverse effect on the Group’s competitive position, operations and prospects.

Risks relating to Admission and the Placing SharesInvestment in AIM securitiesInvestment in shares traded on AIM is perceived to involve a higher degree of risk and be less liquid thaninvestment in companies whose shares are listed on the Official List and traded on the London StockExchange’s market for listed securities. An investment in Ordinary Shares may be difficult to realise.Prospective investors should be aware that the value of Ordinary Shares may go down as well as up andthat the market price of the Ordinary Shares may not reflect the underlying value of the Company. Investorsmay therefore realise less than, or lose all of, their investment.

Potentially volatile share price and liquidityThe share price of quoted emerging companies can be highly volatile and shareholdings illiquid. The priceat which the Ordinary Shares are quoted and the price at which investors may realise for their OrdinaryShares may be influenced by a significant number of factors, some specific to the Company and itsoperations and some which affect quoted companies generally. These factors could include the performanceof the Group, large purchases or sales of Ordinary Shares, legislative changes and general, economic,political or regulatory conditions.

31

Influence of the principal ShareholdersFollowing Admission, 40 per cent. of the Enlarged Issued Share Capital will be held by Anthony Ford andJohn Rigby. Although they have entered into the Relationship Agreement, Anthony Ford and John Rigbymay, therefore, be able to exercise significant influence over the Group’s corporate actions and activitiesand the outcome in general of matters pertaining to the Group, including the appointment of the boards ofdirectors of the various companies in the Group and the approval of significant change of controltransactions. This control may in the future have the effect of making certain transactions more difficultwithout the support of Anthony Ford and John Rigby and may have the effect of delaying or preventing anacquisition or other change in control of the Group. In addition, the market value of the Ordinary Sharescould be adversely affected if potential new investors are disinclined to invest in the Company because theyperceive disadvantages to a large shareholding being concentrated in the hands of a single shareholder.

Further issuances of Ordinary Shares may be dilutiveThe Group may need to raise additional funds in the future to finance the expansion of its operations and/orthe Group may elect to issue Ordinary Shares as consideration for acquisitions. If additional funds are raisedthrough the issuance of new equity of the Group other than on a pro rata basis to existing Shareholders,the percentage ownership of the Shareholders may be reduced, Shareholders may experience subsequentdilution and/or such securities may have preferred rights, options and pre-emption rights senior to theOrdinary Shares.

Dividend policyThere can be no assurance as to the level of future dividends (if any). The declaration, payment and amountof any future dividends of the Group are subject to the discretion of the Directors, and will depend on, amongother things, the Group’s earnings, financial position, cash requirements and availability of profits. A dividendmay never be paid. The Group’s dividend policy is set out at paragraph 14 of Part I of this AdmissionDocument.

Market PerceptionMarket perception of the Group may change, potentially affecting the value of investors’ holdings and theability of the Group to raise further funds by the issue of further Ordinary Shares or otherwise.

Substantial sales of Ordinary Shares, Lock-in ArrangementsThere can be no assurance that certain Directors or other Shareholders will not elect to sell their OrdinaryShares following the expiry of the Lock-in Agreements, details of which are set out in paragraph 13.4 ofPart IV of this document, or otherwise. The market price of Ordinary Shares could decline as a result of anysuch sales of Ordinary Shares or as a result of the perception that these sales may occur. In addition, ifthese or any other sales were to occur, the Group may in the future have difficulty in offering Ordinary Sharesat a time or at a price it deems appropriate.

No guarantee that the Ordinary Shares will continue to be traded on AIMThe Company cannot assure investors that the Ordinary Shares will always continue to be traded on AIMor on any other exchange. If such trading were to cease, certain investors may decide to sell their shares,which could have an adverse impact on the price of the Ordinary Shares. Additionally, if in the future theCompany decides to obtain a listing on another exchange in addition or as an alternative to AIM, the levelof liquidity of the Ordinary Shares traded on AIM could decline.

General RisksRequirement for further fundingIn the opinion of the Directors, having made due and careful enquiry and taking into account the net proceedsof the Placing, the working capital available to the Group will be sufficient for its present requirements thatis for at least the next 12 months from the date of Admission. However, it is likely that the Company willneed to raise further funds in the future either to complete a proposed acquisition or to raise further workingor development capital for such an acquisition. There is no guarantee that the then prevailing marketconditions will allow for such a fundraising or that new investors will be prepared to subscribe for OrdinaryShares at the same price as the Placing Price or higher.

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LitigationWhilst the Group has taken, and intends to continue to take, such precautions as it regards appropriate toavoid or minimise the likelihood of any legal proceedings or claims, or any resulting financial loss to theGroup, the Directors cannot preclude the possibility of such claims or proceedings being brought againstthe Group.

There can be no assurance that claimants in any litigation proceedings will not be able to devote substantiallygreater financial resources to any litigation proceedings or that the Group will prevail in any such litigation.Any litigation, whether or not determined in the Group’s favour or settled by the Group, may be costly andmay divert the efforts and attention of the Group’s management and other personnel from normal businessoperations thereby having a material adverse effect on the Group’s business, operations and prospects.

Force majeureThe Group’s operations now or in the future may be adversely affected by risks outside the control of theCompany including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods,explosions or other catastrophes, epidemics or quarantine restrictions.

Economic conditionsThe Group could be affected by unforeseen events outside its control including economic and political eventsand trends, inflation and deflation, terrorist attacks or currency exchange fluctuation. The combined effectof these factors is difficult to predict and an investment in the Group could be affected adversely by changesin economic, political, administrative, taxation or other regulatory factors in any jurisdiction in which theGroup may operate.

Market risksThe Group may be affected by general market trends which are unrelated to the performance of the Groupitself. The Group’s success will depend on market acceptance of the Group’s services and there can be noguarantee that this acceptance will be forthcoming. Market opportunities targeted by the Group may changeand this could lead to an adverse effect upon its revenue and earnings.

Regulatory risksRegulatory environmentThe Group is engaged in activities which constitute regulated activities within the meaning of Article 25(1) orArticle 25(2) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO). In linewith a number of its competitors, the Group does not have FCA authorisation to carry out such regulatedactivities and relies on a permitted exemption contained within Article 70 of the RAO, in order to conduct itsbusiness. In relying upon this exemption, the Group is required to ensure that no transaction it arranges orfacilitates brings it outside the scope of the conditions of this exemption.

The Group may also be required from time to time to review and update its business activities against therequirements of the RAO to ensure its existing and new business activities, as they develop, remain outsidethe scope of the FCA’s regulatory regime. Inadvertently carrying out regulated activities without the FCA’spermission or an applicable exemption can lead to public censure, the imposition of fines, and/or othercriminal and regulatory sanctions, any of which could lead to adverse publicity, reputational damage, andhave a material adverse effect on the continued conduct of the Group’s business.

As the Group operates in a market which is subject to continual regulatory change, there is a risk that achange in government regulation or policy in the financial services industry may result in ineligibility to usethe current exemption or a widening of the FCA’s regulatory scope. This may potentially have the effect ofmaking the requirement for authorisation unavoidable. Such an outcome could have a material adverseeffect on the Group’s business activities.

There may, in the future, be changes to, or new, laws and regulations, whether on a national or supranationalbasis, that govern the operations of the Group. The Company cannot predict the full effect that any proposedor future law or regulation may have on the financial condition or results or operations of the Group. It ispossible that the Group may be adversely affected by changes in applicable laws or regulations. In addition,

33

tax rules and policy are complex and subject to change. Any change which affects the attractiveness and/orrelevance of the advice, services and/or products the Group offers to its clients may lead to a reduction indemand for the Group’s services and, in turn, its revenues.

Data privacy and confidential informationThe Group is subject to a number of laws relating to privacy and data protection, including the UK’s DataProtection Act 1988 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 asamended. Such laws govern the Group’s ability to collect, use and transfer personal information relating toits clients and prospective clients as well as its employees. The Group relies on third party contractors,suppliers and its own employees to collect personal data and to maintain its databases and, therefore, isexposed to the risk that such data could be wrongfully obtained, appropriated, lost or disclosed, damagedor processed in breach of data protection and privacy regulations.

Despite controls to protect the confidentiality and integrity of client information, the Group may breachrestrictions or may be subject to attack from computer programmes that attempt to penetrate its networksecurity and misappropriate confidential information.

If the Group or any of the third party service providers on which it relies fails to obtain, store or transmitinformation and/or details (including payment details) online in a secure manner, or if any unauthorised orunlawful loss, disclosure or destruction of personal data were otherwise to occur, or if a supplier of data tothe Group were not to have obtained the necessary rights or permissions in order to provide the data to theGroup for the purposes for which it wishes to use it, or the Group did not use data provided to it properlyor in accordance with data protection and privacy laws, the Group may be subject to claims from thirdparties relating to the infringement of privacy rights and/or investigative or enforcement action (includingcriminal proceedings and significant pecuniary penalties) by the Information Commissioner’s Office in theUK. Whilst the Group strives to comply with all applicable laws, regulations, policies and legal obligationsrelating to privacy and data protection, it is also possible that such requirements may be interpreted andapplied in a manner that may conflict with other rules or the Group’s practices.

Any perceived or actual failure to protect confidential data could harm the Group’s reputation and credibility,reduce its ability to attract and retain clients or result in litigation or other actions being brought against it orthe imposition of fines. It could also result in the loss of goodwill of its clients and deter potential new clientsfrom mandating the Group. Each of these factors have a material adverse effect on its business, results ofoperations and financial condition.

Taxation and general legislative changesStatements in this document concerning the taxation of the Company, its subsidiaries and its investors arebased upon current tax legislation, regulation, rules and practices and the Directors’ interpretation thereofat the date of this document. Such interpretation may not be correct and legislation, regulation, rules andpractice may change, possibly with retrospective effect.

Any change in the Group’s tax status or the tax applicable to holding Ordinary Shares, or in taxation legislationor its interpretation, could affect the value of the investments held by the Company, affect the Company’sability to provide returns to Shareholders and/or alter the post-tax returns to Shareholders.

Any change in legislation (including without limitation the forthcoming implementation of the General DataProtection Regulation (679/2016/EU), regulation, rules or practice may have an adverse effect on the Group’sfinancial performance and could reduce its ability to obtain sufficient quantities of data for marketing purposesto prospective clients.

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PART III

FINANCIAL INFORMATION ON THE GROUP

Section A: Accountant’s Report on the GroupThe DirectorsK3 Capital Group plcKBS House5 Springfield CourtSummerfield RoadBoltonBL3 2NT

finnCap Ltd60 New Broad StreetLondonEC2M 1JJ

6 April 2017

Dear Sirs

K3 Capital Group plc, (the Company) and its subsidiaries (together, the Group)

IntroductionWe report on the financial information set out in Section B of Part III. This financial information has beenprepared for inclusion in the admission document dated 6 April 2017 of K3 Capital Group plc (the AdmissionDocument) on the basis of the accounting policies set out in note 3 to the financial information. This reportis required by paragraph (a) of Schedule Two of the AIM Rules for Companies and is given for the purposeof complying with that paragraph and for no other purpose.

We have not audited or reviewed the financial information for the six months ended 30 November 2015which has been included for comparative purposes only and accordingly do not express an opinion thereon.

ResponsibilitiesThe directors of the Company are responsible for preparing the financial information in accordance withInternational Financial Reporting Standards as adopted by the European Union. It is our responsibility toform an opinion on the financial information and to report our opinion to you.

Save for any responsibility arising under paragraph (a) of Schedule Two of the AIM Rules for Companies toany person as and to the extent there provided, to the fullest extent permitted by the law we do not assumeany responsibility and will not accept any liability to any other person for any loss suffered by any such otherperson as a result of, arising out of, or in connection with this report or our statement, required by and givensolely for the purposes of complying with Schedule Two of the AIM Rules for Companies consenting to itsinclusion in the Admission Document.

Basis of opinionWe conducted our work in accordance with Standards for Investment Reporting issued by the AuditingPractices Board in the United Kingdom. Our work included an assessment of evidence relevant to theamounts and disclosures in the financial information. It also included an assessment of significant estimatesand judgements made by those responsible for the preparation of the financial information and whether theaccounting policies are appropriate to the entity’s circumstances, consistently applied and adequatelydisclosed.

35

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

Our work has not been carried out in accordance with auditing or other standards and practices generallyaccepted in the United States of America or other jurisdictions outside the United Kingdom and accordinglyshould not be relied upon as if it had been carried out in accordance with those standards and practices.

OpinionIn our opinion, the financial information gives, for the purposes of the Admission Document, a true and fairview of the state of affairs of the Group as at 31 May 2014, 2015 and 2016 and 30 November 2016 and ofits results, cash flows and changes in equity for the years ended 31 May 2014, 2015 and 2016 and the sixmonths ended 30 November 2016 in accordance with International Financial Reporting Standards asadopted by the European Union.

DeclarationFor the purposes of Paragraph (a) of Schedule Two of the AIM Rules for Companies we are responsible forthis report as part of the Admission Document and declare that we have taken all reasonable care to ensurethat the information contained in this report is, to the best of our knowledge, in accordance with the factsand contains no omission likely to affect its import. This declaration is included in the Admission Documentin compliance with Schedule Two of the AIM Rules for Companies.

Yours faithfully

BDO LLPChartered Accountants

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127)

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Section B

HISTORICAL FINANCIAL INFORMATION OF K3 CAPITAL GROUP PLCFOR THE THREE YEARS ENDED 31 MAY 2016 AND

FOR THE SIX MONTH PERIODS ENDED 30 NOVEMBER 2015 AND 30 NOVEMBER 2016

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEAudited Unaudited

Audited Audited Audited Six months Six monthsYear ended Year ended Year ended ended ended

31 May 31 May 31 May 30 November 30 November2014 2015 2016 2016 2015

Note £’000 £’000 £’000 £’000 £’000

Revenue 5 2,933 4,940 8,551 5,638 3,140Distribution costs (355) (492) (645) (452) (284)Administrative expenses (2,047) (3,427) (4,713) (2,650) (1,727)

EBITDA 539 1,037 3,216 2,554 1,141Depreciation oftangible assets (1) (6) (10) (13) (5)Amortisation ofintangible assets (7) (10) (13) (5) (7)

Operating profit 7 531 1,021 3,193 2,536 1,129Finance costs 9 (27) (26) (127) (61) (65)Finance income – 1 2 – –

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Profit before taxation 504 996 3,068 2,475 1,064Taxation 10 (103) (233) (599) (509) (216)

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Profit and totalcomprehensiveincome for theyear/period 401 763 2,469 1,966 848

–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Attributable to theowners of the Company 401 763 2,469 1,966 848

–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Earnings per share: 11Basic and diluted EPS £0.12 £0.23 £1.31 £1.90 £0.41

37

CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAudited Audited Audited Audited

As at As at As at As at31 May 31 May 31 May 30 November

2014 2015 2016 2016Note £’000 £’000 £’000 £’000

ASSETSNon-current assetsIntangible assets 12 2,463 2,460 2,466 2,484Property, plant and equipment 13 3 13 31 164Deferred tax assets 22 102 120 – –

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

Total non-current assets 2,568 2,593 2,497 2,648–––––––––––– –––––––––––– –––––––––––– ––––––––––––

Current assetsTrade and other receivables 14 103 41 48 62Other financial assets 15 1 17 1,094 1,750Other assets 16 121 99 440 156Cash and cash equivalents 580 971 1,531 3,060

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

Total current assets 805 1,128 3,113 5,028–––––––––––– –––––––––––– –––––––––––– ––––––––––––

TOTAL ASSETS 3,373 3,721 5,610 7,676–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

Current liabilitiesTrade and other payables 17 515 670 772 808Borrowings 18 141 221 237 226Other financial liabilities 19 – – 1,500 1,500Current tax liabilities 20 173 253 495 973Deferred revenue 21 476 724 825 882

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

Total current liabilities 1,305 1,868 3,829 4,389–––––––––––– –––––––––––– –––––––––––– ––––––––––––

Non-current liabilitiesBorrowings 18 633 655 431 318Deferred tax liabilities 22 – – 4 35

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

Total non-current liabilities 633 655 435 353–––––––––––– –––––––––––– –––––––––––– ––––––––––––

TOTAL LIABILITIES 1,938 2,593 4,264 4,742–––––––––––– –––––––––––– –––––––––––– ––––––––––––

NET ASSETS 1,435 1,198 1,346 2,934–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

EQUITYEquity attributable to ownersof the Company:Issued capital and share premium 23 3,000 1,500 10 10Capital redemption reserve – 1,500 1,500 1,500Retained earnings (1,565) (1,802) (164) 1,424

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

TOTAL EQUITY 1,435 1,198 1,346 2,934–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

38

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYCapital

Share Share redemption Retainedcapital premium reserve earnings Total£’000 £’000 £’000 £’000 £’000

Balance at 1 June 2013 3,000 – – (1,966) 1,034Profit and total comprehensiveincome for the year – – – 401 401

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Balance at 31 May 2014 3,000 – – (1,565) 1,435Profit and total comprehensiveincome for the year – – – 763 763Transactions with owners:Own shares acquired and cancelled:– 1,000,000 PreferredA Ordinary Shares (1,000) – 1,000 (667) (667)

– 250,000 Ordinary A Shares (250) – 250 (167) (167)– 250,000 Ordinary B Shares (250) – 250 (166) (166)

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Balance at 31 May 2015 1,500 – 1,500 (1,802) 1,198Profit and total comprehensiveincome for the year – – – 2,469 2,469Transactions with owners:Issue of ordinary share capital – 10 – – 10Cancellation of subscribed capital:– 2,499,750,000 OrdinaryA Shares (250) – – – (250)

– 2,499,750,000 OrdinaryB Shares (250) – – – (250)

Reclassification of preferenceshares from equity to liabilities (1,000) – – – (1,000)Dividends – – – (831) (831)

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Balance at 31 May 2016 – 10 1,500 (164) 1,346–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Profit and total comprehensiveincome for the period – – – 1,966 1,966Transactions with owners:Dividends – – – (378) (378)

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Balance at30 November 2016 – 10 1,500 1,424 2,934

–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

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CONSOLIDATED STATEMENT OF CASH FLOWSAudited Unaudited

Audited Audited Audited Six months Six monthsYear ended Year ended Year ended ended ended

31 May 31 May 31 May 30 November 30 November2014 2015 2016 2016 2015

£’000 £’000 £’000 £’000 £’000Cash flows from operating activitiesProfit for the year/period 401 763 2,469 1,966 848Adjustments for:Income tax expense 103 233 599 509 216Finance costs 27 26 127 61 65Finance income – (1) (2) – –Loss on disposal of property,plant and equipment – – – 3 –Depreciation and amortisation 7 16 22 18 12

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––538 1,037 3,215 2,557 1,141

Movements in working capital:Decrease/(increase) in tradeand other receivables 30 (7) 62 (14) 29(Increase)/decrease in otherassets (38) 22 (341) 284 (19)Increase in trade and otherpayables 193 224 33 36 (112)Increase in deferred revenue 142 248 101 57 13

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––Cash generated byoperations 865 1,524 3,070 2,920 1,052Finance costs paid (27) (26) (27) (11) (15)Finance income received – 1 2 – –Income taxes paid (204) (171) (233) – (30)

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––Net cash from operatingactivities 634 1,328 2,812 2,909 1,007

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––Investing activitiesAmounts advanced torelated parties (1) (17) (1,077) (656) (388)Repayments by related parties – 1 – – –Purchase of property, plantand equipment (1) (16) (27) (149) (9)Purchase of intangible assets (17) (7) (19) (23) (7)

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––Net cash used in investingactivities (19) (39) (1,123) (828) (404)

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––Financing activitiesProceeds from issue of shares – – 10 – –Purchase of own shares – (1,000) – – –Proceeds from bank borrowings – 250 13 – –Repayment of bank borrowings (185) (148) (221) (124) (109)Dividends paid on preferenceshares classified as liabilities – – (100) (50) (50)Dividends paid to owners ofthe Company – – (831) (378) –

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––Net cash used in financingactivities (185) (898) (1,129) (552) (159)

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––Net increase in cash andcash equivalents 430 391 560 1,529 444

–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––Cash and cash equivalents atbeginning of year/period 150 580 971 1,531 971

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––Cash and cash equivalentsat end of year/period 580 971 1,531 3,060 1,415

–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

40

NOTES TO THE FINANCIAL INFORMATION

1. General informationK3 Capital Group plc was incorporated in England and Wales on 14 February 2007, with the registerednumber 06102618. The address of the registered office is KBS House, 5 Springfield Court, SummerfieldRoad, Bolton, BL3 2NT.

The principal activity of the Group headed by K3 Capital Group plc is to act as Business Sales Specialists.

2. Presentation of financial informationThe financial information has been prepared in accordance with International Financial Reporting Standards(IFRSs), as adopted by the European Union (adopted IFRSs).

3. Accounting policiesThe principal accounting policies applied in the preparation of the financial information are set out below.These policies have been consistently applied to all periods presented, and in preparing an opening IFRSconsolidated statement of financial position at 1 June 2013 for the purposes of the transition to adoptedIFRSs.

Basis of accountingThe financial information has been prepared on the historical cost basis. Historical cost is generally basedon the fair value of the consideration given in exchange for goods and services.

Basis of consolidationThe financial information incorporates the financial information of the Company and entities controlled bythe Company (its subsidiaries), together referred to as the Group, made up to 31 May 2014, 31 May 2015,31 May 2016, 30 November 2016 and 30 November 2015.

Subsidiary undertakings acquired are included using the acquisition method of accounting. Under thismethod the consolidated statement of comprehensive income, consolidated statement of financial positionand consolidated statement of cash flows include the results and cash flows of subsidiaries from the dateof acquisition and to the date of sale outside the Group in the case of disposals of subsidiaries.

Where the company has control over an investee, it is classified as a subsidiary. The company controls aninvestee if all three of the following elements are present: power over the investee, exposure to variablereturns from the investee, and the ability of the investor to use its power to affect those variable returns.Control is reassessed whenever facts and circumstances indicate that there may be a change in any ofthese elements of control.

Transition to adopted IFRSsThe Group is preparing financial information in accordance with adopted IFRSs for the first time andconsequently has applied IFRS 1. For first time adoption of International Financial Reporting Standards, anexplanation of how the transition to adopted IFRSs has affected the reported financial position, financialperformance and cash flows of the Group is provided in note 30.

New standards, amendments to and interpretations to published standards not yet effectiveThere were no new standards or interpretations effective for the first time for periods beginning on or after1 January 2016 that had a significant effect on the Group’s financial information. IFRS 14 Regulatory DeferralAccounts is the only new Standard effective from 1 January 2016. None of the amendments to Standardsthat are effective from that date had a significant effect on the Group’s financial information.

41

At the date of the Admission Document, the following Standards and Interpretations which have not beenapplied in this financial information were in issue but not yet effective (and in some cases had not yet beenadopted by the EU):

IFRS 9, Financial instrumentsIFRS 15, Revenue from contracts with customersIFRS 16, LeasesDisclosure Initiative: Amendments to IAS 7Clarifications to IFRS 15 revenue from Contracts with CustomersClassification and Measurement of Share-based Payment Transactions (Amendments to IFRS 2)Annual Improvements to IFRSs (2014-2016 Cycle)

The Directors are currently considering the potential impact of adoption of these standards andinterpretations in future periods on the consolidated financial statements of the Group.

In respect of the above, the Directors are specifically reviewing the requirements of IFRS 15, which willbecome effective for the 31 May 2019 year end. In particular an assessment is ongoing around specificelements within the standard’s guidance relating to recognition of revenue at a point in time versus overtime, client payments received in advance of services being performed, and contingent pricing. Similarly theDirectors are currently reviewing the impact of IFRS 16 and IFRS 19 which will become effective for the31 May 2020 year end. At this point it is not practicable for the Directors to provide a reasonable estimateof the effect of these standards as their detailed review of these standards is ongoing.

Going concernThe financial information has been prepared on the basis that the Group will continue as a going concern.

After making enquiries, the Directors consider that the Group has adequate resources and committedborrowing facilities to continue in operational existence for the foreseeable future. Consequently, they haveadopted the going concern basis in preparing the financial information.

RevenueRevenue comprises revenue recognised by the Group in respect of services supplied during the year,exclusive of Value Added Tax. Revenue from the rendering of services is measured by reference to the stageof completion of the service transaction at the end of the reporting period provided that the outcome canbe reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to theextent that expenses recognised are recoverable.

Employee benefits(i) Short-term benefits

Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued inthe period in which the associated services are rendered by employees of the Group.

(ii) Defined Contribution plans

The Group operates a defined contribution pension scheme for employees. The assets of the schemeare held separately from those of the Group. The annual contributions are charged to the ConsolidatedStatement of Comprehensive Income. The Group also contributes to the personal pension plans ofthe Directors at the Group’s discretion.

Operating profitOperating profit is stated after all expenses, but before finance income or expenses. Distribution costs relateto marketing expenses. All other operational expenses are classified as administrative expenses.

EBITDAEBITDA is utilised as a key performance indicator for the Group and is calculated utilising profit before tax,adjusted for finance income and costs, amortisation, and depreciation on non-current assets.

42

Operating lease agreementsRentals applicable to operating leases where substantially all of the benefits and risks of ownership remainwith the lessor are charged against profits on a straight line basis over the full period of the lease. Any leaseincentives are spread on a straight line basis over the full period of the lease.

Business combinations and goodwillThe consideration transferred in a business combination is measured at fair value. This is calculated as thesum of acquisition date fair values of assets transferred by the Group and liabilities incurred by the Groupto the former owners of the acquiree. Acquisition related costs are expensed as incurred and included inadministrative expenses.

When the Group acquires a business, it assesses the assets and liabilities assumed for appropriateclassification and designation in accordance with the contractual terms, economic circumstances andpertinent conditions as at the acquisition date.

Goodwill is measured as the excess of the aggregate of the consideration transferred and the amountrecognised for the non-controlling interest over the fair value of the identifiable net assets acquired andliabilities assumed.

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairmenttesting, goodwill acquired in a business combination is, from the acquisition date, allocated to a cashgenerating unit that is expected to benefit from the combination. For each period covered in this financialinformation the Group has one cash generating unit, related to Business Sales.

Other intangible assetsThe Group classifies website costs as an intangible asset. All additions are recorded at cost.

Amortisation is calculated so as to write off the cost of the asset, less its estimated residual value, over theuseful economic life of the asset on a straight line basis as follows:

Website costs 33% per annum

Property, plant and equipmentAll additions are initially recorded at cost.

Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over theuseful economic life of that asset on a straight line basis as follows:

Long leasehold property Over the lease termFixtures and fittings 33% per annumEquipment 33% per annum

Financial instrumentsA financial instrument is any contract that gives rise to a financial asset of one entity and a financial liabilityor equity instrument of another entity.

Financial assets

� Initial recognition and measurementThe Group’s financial assets include cash and cash equivalents and trade and other receivables thatarise from the business operations, as well as non-derivative other financial assets.

Cash and cash equivalents comprise deposits with banks and bank and cash balances, subject toinsignificant risk of changes in value. All other financial assets are recognised initially at fair value andsubsequently at amortised cost using the effective interest method, less provision for impairment.Interest is recognised by applying the effective interest method, except for short term receivables whenthe recognition of interest would be immaterial.

43

Financial liabilities and equity instruments

� Classification as debt or equityFinancial liabilities and equity instruments issued by the Group are classified according to the substanceof the contractual arrangements entered into and the definitions of a financial liability and an equityinstrument.

� Equity instrumentsAn equity instrument is any contract that evidences a residual interest in the assets of the Companyafter deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net ofdirect issue costs.

� Financial liabilities and equity componentsDebt and equity instruments are classified as either financial liabilities or as equity in accordance withthe substance of the contractual arrangement and in conjunction with the application of IFRS. Financialinstruments issued by the Group are treated as equity only to the extent that they meet the followingtwo conditions:

(a) they include no contractual obligations upon the Company (or Group as the case may be) todeliver cash or other financial assets or to exchange financial assets or financial liabilities withanother party under conditions that are potentially unfavourable to the Company (or Group); and

(b) where the instrument will or may be settled in the Company’s own equity instruments, it is eithera non-derivative that includes no obligation to deliver a variable number of the Company’s ownequity instruments or is a derivative that will be settled by the Company’s exchanging a fixedamount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the proceeds of issue are classified as a financial liability.Where the instrument so classified takes the legal form of the Company’s own shares, the amountspresented in this financial information for called up share capital and share premium account excludeamounts in relation to those shares.

Preference shares that carry a mandatory dividend that represents a market rate of interest at the issuedate are presented in other financial liabilities. The dividends on these preference shares are recognisedin the income statement as interest expense on an amortised cost basis using the effective interestmethod.

� Trade and other payablesTrade and other payables are initially measured at fair value, net of transaction costs, and aresubsequently measured at amortised cost, using the effective interest method.

� Interest-bearing borrowingsInterest-bearing borrowings are recognised initially at the consideration less attributable transactioncosts. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost usingthe effective interest method.

� Derecognition of financial liabilitiesThe Group derecognises financial liabilities when, and only when, the Group’s obligations aredischarged, cancelled or they expire.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the statement of financialposition if there is a currently enforceable legal right to offset the recognised amounts and there is an intentionto settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

44

Impairment of assetsFinancial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidencethat it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one ormore events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the differencebetween its carrying amount, and present value of the estimated future cash flows discounted at the originaleffective interest rate. An impairment loss is recognised in profit or loss.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after theimpairment loss was recognised. For financial assets measured at amortised cost and available-for-salefinancial assets that are debt securities, the reversal is recognised in the profit or loss. For available-for-salefinancial assets that are equity securities, the reversal is recognised directly in equity.

Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than deferred tax assets, are reviewed ateach reporting date to determine whether there is any indication of impairment. If any such indication exists,then the asset’s recoverable amount is estimated. For assets that have indefinite lives, the recoverableamount is estimated at each reporting date.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair valueless costs to sell. In assessing value in use, the estimated future cash flows are discounted to their presentvalue using a pre-tax discount rate that reflects current market assessments of the time value of money andrisk specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallestgroup of assets that generates cash inflows from continuing use that are largely independent of the cashinflows of other assets or groups of assets. The goodwill acquired in a business combination, for the purposeof impairment testing, is allocated to cash-generating units that are expected to benefit from the synergiesof the combination.

An impairment loss is recognised if the carrying amount of an asset or its cash generating unit exceeds itsestimated recoverable amount. Impairment losses are recognised in the profit or loss. Impairment lossesrecognised in respect of cash generating units are allocated first to reduce the carrying amount of anygoodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (orgroup of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment lossesrecognised in prior periods are assessed at each reporting date for any indications that the loss hasdecreased or no longer exists. An impairment loss is reversed if there has been a change in the estimatesused to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’scarrying amount does not exceed the carrying amount that have been determined, net of depreciation oramortisation, if no impairment loss had been recognised.

Income taxIncome tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reportedin the statement of comprehensive income because it excludes items of income or expense that are taxableor deductible in other years and it further excludes items that are not taxable or tax deductible.

The Group’s liability for current tax is calculated using tax rates (and tax laws) that have been enacted orsubstantively enacted by the end of the financial period.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at thebalance sheet date where transactions or events have occurred at that date that will result in an obligationto pay more, or a right to pay less or to receive more tax.

45

Deferred tax assets are recognised only to the extent that the Directors consider that it is more likely thannot that there will be suitable taxable profits from which the future reversal of the underlying timing differencescan be deducted.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periodsin which timing differences reverse, based on tax rates and laws enacted or substantively enacted at thebalance sheet date.

Share capitalOrdinary shares are recorded at nominal value and proceeds received in excess of nominal value of sharesissued, if any, are accounted for as share premium. Both ordinary shares and share premium are classifiedas equity. Costs incurred directly to the issue of shares are accounted for as a deduction from share premium,otherwise they are charged to the Statement of Comprehensive Income.

DividendsDividends are recognised when they become legally payable. In the case of interim dividends to equityshareholders, this is when declared by the directors. In the case of final dividends, this is when approved bythe shareholders at the AGM.

Events after the balance sheet datePost period-end events that provide additional information about the Group’s position are reflected in thefinancial information. Post period-end events that are not adjusting events are disclosed in the notes whenmaterial.

Related partiesParties are considered to be related if one party has the ability (directly or indirectly) to control the other partyor exercise significant influence over the other party in making financial and operating decisions. Parties arealso considered related if they are subject to common control or common significant influence. Relatedparties may be individuals or corporate entities.

4. Critical accounting estimates and sources of estimation uncertaintyIn applying the accounting policies, the Directors are required to make accounting judgements, estimatesand assumptions about the carrying amount of assets and liabilities. These estimates and assumptions,when made, are based on historical experience and other factors that the directors consider are relevant.

The key estimates and assumptions concerning the future and other key sources of estimation uncertainty,that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilitieswithin the next financial year are reviewed are as stated below.

Revenue recognitionRevenue is recognised by the Group in respect of services supplied to clients of the Group in presenting theclients’ sales opportunity to market, sourcing potential acquirers and project managing transactions tocompletion. In relation to the services provided, a non-contingent fee (“non-contingent fee”) is typically paidby clients upon commencement of a contract with the Group, which is deferred and recognised as revenueover the period in which the initially specified services are provided. The Directors are required to estimatethe period over which these services are to be provided and accordingly recognise revenue based on thatestimate. This leads to the deferral of revenue at period ends, which the Directors assess for reasonablenessbased on the stage of completion of services at that point in time. A contingent fee (“transaction fee”) ispayable upon the completion of a transaction. This fee is typically a percentage of the transaction value andtherefore varies by client. Revenue on the transaction fee element of the contract is only recognised whenthe outcome of the transaction can be reliably estimated by management, which is on completion of thetransaction.

46

Linked to the non-contingent fee at the commencement of a contract is a commission fee payable toemployees for sourcing the contract. The commission costs are similarly deferred and recognised over thesame period as the revenue. Commission costs deferred are accounted for within prepayments.

Assessing goodwill for potential impairmentDetermining whether goodwill is impaired requires an estimation of the value in use of the cash-generatingunits to which the assets have been allocated. The value in use calculation requires management to estimatethe future cash flows expected to arise from the cash-generating unit and a suitable discount rate in orderto calculate present value (see note 12).

Classification of leasesThe directors are required to make a judgement on the appropriate classification of lease agreements enteredinto. These judgements depend on an assessment of whether the risks and rewards of ownership havebeen transferred from the lessor to the lessee on a lease by lease basis.

5. RevenueThe Group’s revenue arises from the provision of services in fulfilling the principal activities. An analysis ofrevenue by subsidiary company is shown below:

Audited UnauditedAudited Audited Audited Six months Six months

Year ended Year ended Year ended ended ended31 May 31 May 31 May 30 November 30 November

2014 2015 2016 2016 2015£’000 £’000 £’000 £’000 £’000

KBS Corporate Sales Limited 2,933 3,392 4,714 2,714 2,324KBS Corporate FinanceLimited – 744 2,788 2,389 320Knightsbridge Business SalesLimited – 804 1,049 535 496

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

2,933 4,940 8,551 5,638 3,140–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

47

A further breakdown of revenue by type per subsidiary is shown below:

Audited UnauditedAudited Audited Audited Six months Six months

Year ended Year ended Year ended ended ended31 May 31 May 31 May 30 November 30 November

2014 2015 2016 2016 2015£’000 £’000 £’000 £’000 £’000

Non-contingent fees 2,106 2,494 3,742 2,013 1,797Transaction fees 827 898 972 701 527

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

KBS Corporate SalesLimited 2,933 3,392 4,714 2,714 2,324

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Non-contingent fees – – – – –Transaction fees – 744 2,788 2,389 320

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

KBS Corporate FinanceLimited – 744 2,788 2,389 320

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Non-contingent fees – 346 603 363 290Transaction fees – 458 446 172 206

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Knightsbridge BusinessSales Limited – 804 1,049 535 496

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

2,933 4,940 8,551 5,638 3,140–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Total non-contingent fees 2,106 2,840 4,345 2,376 2,087–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Total transaction fees 827 2,100 4,206 3,262 1,053–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

2,933 4,940 8,551 5,638 3,140–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

6. Segment informationThe Group has 3 operating segments based on the subsidiaries identified above, but one reporting segmentdue to the nature of services provided across the whole Group being the same, being business sales derivedsolely from the UK. The Group’s revenues, costs, assets, liabilities and cash flows are therefore totallyattributable to this reporting segment.

Internal management reports are reviewed by the directors on a monthly basis, including revenue informationby subsidiary. Such revenue information alone does not constitute sufficient information upon which to baseresource allocation decisions.

Performance of the segment is assessed based on a number of financial and non-financial KPI’s as well ason EBITDA.

The Group is not reliant on a major client or group of clients.

As the Group only has one reportable segment, all segmented information is provided by the consolidatedincome statement, the consolidated statement of financial position, the consolidated statement of changesin equity and the consolidated statement of cash flows.

48

7. Operating profitOperating profit is stated after charging:

Audited UnauditedAudited Audited Audited Six months Six months

Year ended Year ended Year ended ended ended31 May 31 May 31 May 30 November 30 November

2014 2015 2016 2016 2015£’000 £’000 £’000 £’000 £’000

Depreciation of owned assets 1 6 10 13 5Amortisation of intangibles –website costs 7 10 13 5 7Loss on disposal of property,plant and equipment – – – 3 –Auditor remuneration – – 14 15 –Impairment loss on tradereceivables – – 10 – –Operating lease charge 123 118 108 59 54

The statutory financial statements for the years ended 31 May 2014 and 2015 were unaudited. These figureshave been subject to audit for the purpose of preparing the financial statements for the year ended 31 May2016 and this financial information and therefore all audit fees have been incurred in those periods.

8. Employee benefit expenseEmployee costs (including Directors) during the periods amounted to:

Audited UnauditedAudited Audited Audited Six months Six months

Year ended Year ended Year ended ended ended31 May 31 May 31 May 30 November 30 November

2014 2015 2016 2016 2015£’000 £’000 £’000 £’000 £’000

Wages and salaries 1,396 2,193 2,600 1,627 1,204Social security costs 141 222 256 136 123Pension contributions – – 9 6 4

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

1,537 2,415 2,865 1,769 1,331–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Directors’ and key management remuneration – included above

Audited UnauditedAudited Audited Audited Six months Six months

Year ended Year ended Year ended ended ended31 May 31 May 31 May 30 November 30 November

2014 2015 2016 2016 2015£’000 £’000 £’000 £’000 £’000

Wages and salaries 252 304 323 167 171Bonuses 167 308 205 71 100Social security costs 50 80 66 31 45Pension contributions – – 1 1 –

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

469 692 595 270 316–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

No individuals have been identified other than directors of the Group during the periods above who areconsidered to be part of key management.

49

Amounts to be paid to the highest paid director in the period were as follows:

Audited UnauditedAudited Audited Audited Six months Six months

Year ended Year ended Year ended ended ended31 May 31 May 31 May 30 November 30 November

2014 2015 2016 2016 2015£’000 £’000 £’000 £’000 £’000

Wages and salaries 100 100 100 50 50Bonuses 50 104 82 11 40Social security costs 18 26 22 8 8

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

168 230 204 69 98–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

The average number of employees during the year was:

Audited UnauditedAudited Audited Audited Six months Six months

Year ended Year ended Year ended ended ended31 May 31 May 31 May 30 November 30 November

2014 2015 2016 2016 2015£’000 £’000 £’000 £’000 £’000

Management 4 5 6 6 5Sales 30 30 33 33 33Marketing/Operations 19 28 36 48 33

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

53 63 75 87 71–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

9. Finance costsAudited Unaudited

Audited Audited Audited Six months Six monthsYear ended Year ended Year ended ended ended

31 May 31 May 31 May 30 November 30 November2014 2015 2016 2016 2015

£’000 £’000 £’000 £’000 £’000

Dividends payable on sharestreated as debt – – 100 50 50Interest on bank loans 27 26 27 11 15

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

27 26 127 61 65–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

The dividend above represents only the 10 per cent. coupon on the Preferred A Ordinary shares.B Preference share dividends were waived by the shareholder in each period.

50

10. TaxationRecognised in the Statement of Comprehensive Income

Audited UnauditedAudited Audited Audited Six months Six months

Year ended Year ended Year ended ended ended31 May 31 May 31 May 30 November 30 November

2014 2015 2016 2016 2015£’000 £’000 £’000 £’000 £’000

UK corporation tax – currenttax on profit for the year 139 251 499 478 173Adjustments in respect ofprior year/period (4) – (24) – –Deferred tax (32) (18) 124 31 43

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

103 233 599 509 216–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Reconciliation of effective tax rateAudited Unaudited

Audited Audited Audited Six months Six monthsYear ended Year ended Year ended ended ended

31 May 31 May 31 May 30 November 30 November2014 2015 2016 2016 2015

£’000 £’000 £’000 £’000 £’000

Profit before tax 504 996 3,068 2,475 1,064Tax at the UK Corporation taxrate of 22.67%/20.83%/20%/20%/20% 114 207 614 495 213Expenses not deductible fortax purposes 2 18 28 17 9Utilisation of tax losses (1) – (4) – (1)Adjustments in respect ofprior year/period (4) – (24) – –Effect of research anddevelopment relief – – (20) – (7)Impact of changes inrate of tax (8) 8 5 – 2Capital allowances in excess of depreciation – – – (3) –

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

103 233 599 509 216–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Deferred TaxAudited Unaudited

Audited Audited Audited Six months Six monthsYear ended Year ended Year ended ended ended

31 May 31 May 31 May 30 November 30 November2014 2015 2016 2016 2015

£’000 £’000 £’000 £’000 £’000

Origination and reversal oftiming differences 4 3 4 31 1Impact of change in tax rate (8) 8 5 – 2Adjustment in respect of prioryear/period (28) (29) 115 – 40

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

(32) (18) 124 31 43–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

51

Reductions in the UK corporation tax rate from 23 per cent. to 21 per cent. (effective 1 April 2014) and20 per cent. (effective from 1 April 2015) were substantially enacted on 2 July 2013. In the Budget on 8 July2015, the Chancellor announced additional planned reductions to 19 per cent. with effect from 1 April 2017and to 18 per cent. with effect from 1 April 2020. This rate was subsequently revised downwards to 17 percent. with effect from 1 April 2020 in the 2016 budget. These changes were substantially enacted on26 October 2015 and 6 September 2016 respectively.

11. Earnings per shareBasic earnings per share amounts are calculated by dividing the profit for the year attributable to equityholders of the Company by the weighted average number of ordinary shares outstanding during the period.

The following reflects the income and share data used in the basic and diluted earnings per sharecomputations:

Audited UnauditedAudited Audited Audited Six months Six months

Year ended Year ended Year ended ended ended31 May 31 May 31 May 30 November 30 November

2014 2015 2016 2016 2015£’000 £’000 £’000 £’000 £’000

Net profit attributable to equityholders of the Company 401 763 2,469 1,966 848Initial weighted average ofordinary shares 3,264,677 3,267,222 1,879,978 1,035,717 2,035,715Basic earnings per share 12p 23p 131p 190p 41p

There are no share options. As such there is no dilution of earnings per share.

The adjusted earnings per share are adjusted for the impact of the bonus issues and share consolidationsand subdivisions described in note 29 of this financial information.

52

12. Intangible assetsWebsite

Goodwill costs Total£’000 £’000 £’000

CostAs at 1 June 2013 4,712 33 4,745Additions – 17 17

–––––––––––– –––––––––––– ––––––––––––

As at 31 May 2014 4,712 50 4,762–––––––––––– –––––––––––– ––––––––––––

Additions – 7 7–––––––––––– –––––––––––– ––––––––––––

As at 31 May 2015 4,712 57 4,769–––––––––––– –––––––––––– ––––––––––––

Additions – 19 19–––––––––––– –––––––––––– ––––––––––––

As at 31 May 2016 4,712 76 4,788–––––––––––– –––––––––––– ––––––––––––

Additions – 23 23Disposals – (20) (20)

–––––––––––– –––––––––––– ––––––––––––

As at 30 November 2016 4,712 79 4,791–––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– ––––––––––––

AmortisationAs at 1 June 2013 2,272 20 2,292Amortisation charge for the year – 7 7

–––––––––––– –––––––––––– ––––––––––––

As at 31 May 2014 2,272 27 2,299–––––––––––– –––––––––––– ––––––––––––

Amortisation charge for the year – 10 10–––––––––––– –––––––––––– ––––––––––––

As at 31 May 2015 2,272 37 2,309–––––––––––– –––––––––––– ––––––––––––

Amortisation charge for the year – 13 13–––––––––––– –––––––––––– ––––––––––––

As at 31 May 2016 2,272 50 2,322–––––––––––– –––––––––––– ––––––––––––

Amortisation charge for the period – 5 5Amortisation on disposals – (20) (20)

–––––––––––– –––––––––––– ––––––––––––

As at 30 November 2016 2,272 35 2,307–––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– ––––––––––––

Net book valueAs at 1 June 2013 2,440 13 2,453

–––––––––––– –––––––––––– ––––––––––––

As at 31 May 2014 2,440 23 2,463–––––––––––– –––––––––––– ––––––––––––

As at 31 May 2015 2,440 20 2,460–––––––––––– –––––––––––– ––––––––––––

As at 31 May 2016 2,440 26 2,466–––––––––––– –––––––––––– ––––––––––––

As at 30 November 2016 2,440 44 2,484–––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– ––––––––––––

All goodwill relates to the cash generating unit that arose from the single business combination that tookplace when the Group acquired KBS Corporate Limited in the year ended 31 May 2008.

As explained in the accounting policies, the Group tests goodwill annually for impairment, or more frequentlyif there are indications that goodwill might be impaired. The recoverable amounts of the goodwill aredetermined by value-in-use calculations. The key assumptions for the value-in-use calculation are thoseregarding discount rates and growth rates as well as expected changes to costs and the forecast level ofdemand from clients wishing to engage in the group’s services.

53

The key assumptions for the value-in-use calculation are shown below:

31 May 31 May 31 May 30 Nov2014 2015 2016 2016

Period on which management approvedforecasts are based 5 years 5 years 5 years 5 yearsGrowth rate applied beyond approvedforecast period 2% 2% 2% 2%Pre-tax discount rate 15% 15% 15% 15%

Management has estimated the discount rate taking account of the way the market would assess specificrisks inherent within the Group’s estimated future cash-flows.

The growth rates used in the value in use calculation reflect the long term economic growth rates in the UK.

No impairment was identified and furthermore, a reasonably possible change in the assumptions appliedwould not result in any impairment.

54

13. Property, plant and equipmentLong –

leasehold Fixturesproperty and fittings Equipment Total

£’000 £’000 £’000 £’000CostAs at 1 June 2013 – 74 190 264Additions – – 1 1

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

As at 31 May 2014 – 74 191 265–––––––––––– –––––––––––– –––––––––––– ––––––––––––

Additions – 1 15 16–––––––––––– –––––––––––– –––––––––––– ––––––––––––

As at 31 May 2015 – 75 206 281–––––––––––– –––––––––––– –––––––––––– ––––––––––––

Additions 12 1 14 27–––––––––––– –––––––––––– –––––––––––– ––––––––––––

As at 31 May 2016 12 76 220 308–––––––––––– –––––––––––– –––––––––––– ––––––––––––

Additions – 88 61 149Disposals – (76) (188) (264)

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

As at 30 November 2016 12 88 93 193–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

DepreciationAs at 1 June 2013 – 73 188 261Charge for the year – – 1 1

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

As at 31 May 2014 – 73 189 262–––––––––––– –––––––––––– –––––––––––– ––––––––––––

Charge for the year – 1 5 6–––––––––––– –––––––––––– –––––––––––– ––––––––––––

As at 31 May 2015 – 74 194 268–––––––––––– –––––––––––– –––––––––––– ––––––––––––

Charge for the year – 1 8 9–––––––––––– –––––––––––– –––––––––––– ––––––––––––

As at 31 May 2016 – 75 202 277–––––––––––– –––––––––––– –––––––––––– ––––––––––––

Charge for the period – 6 7 13Depreciation on disposals – (76) (185) (261)

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

As at 30 November 2016 – 5 24 29–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

Net book valueAs at 1 June 2013 – 1 2 3

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

As at 31 May 2014 – 1 2 3–––––––––––– –––––––––––– –––––––––––– ––––––––––––

As at 31 May 2015 – 1 12 13–––––––––––– –––––––––––– –––––––––––– ––––––––––––

As at 31 May 2016 12 1 18 31–––––––––––– –––––––––––– –––––––––––– ––––––––––––

As at 30 November 2016 12 83 69 164–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

55

14. Trade and other receivablesAudited Audited Audited Audited

As at As at As at As at31 May 31 May 31 May 30 November

2014 2015 2016 2016£’000 £’000 £’000 £’000

Trade receivables 61 24 48 42Allowance for doubtful debts – – (10) (10)

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

61 24 38 32Other receivables 42 17 10 30

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

103 41 48 62–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

The carrying amount of trade and other receivables approximates to their fair value.

15. Other financial assetsAudited Audited Audited Audited

As at As at As at As at31 May 31 May 31 May 30 November

2014 2015 2016 2016£’000 £’000 £’000 £’000

Amounts owed by related parties – 17 194 400Directors’ loan account 1 – 900 1,350

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

1 17 1,094 1,750–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

The amounts owed by related parties are stated at the undiscounted amount as the amounts are repayableon demand. No interest is charged on the loans.

The directors’ loan account consists of amounts due from certain directors which are stated at theundiscounted amount. This was repaid by 23 February 2017. No interest was charged on the loan.

16. Other assetsAudited Audited Audited Audited

As at As at As at As at31 May 31 May 31 May 30 November

2014 2015 2016 2016£’000 £’000 £’000 £’000

Prepayments and accrued income 121 99 440 156–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

There are no assets which are past due but not impaired in any period.

56

17. Trade and other payablesAudited Audited Audited Audited

As at As at As at As at31 May 31 May 31 May 30 November

2014 2015 2016 2016£’000 £’000 £’000 £’000

Trade payables 95 92 151 223Payments received on account – 42 11 –Accruals 168 106 168 177Other taxation and social security 206 384 419 365Other payables 46 46 23 43

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

515 670 772 808–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

The carrying amount of trade and other payables approximates to their fair value due to their short termnature.

18. BorrowingsAudited Audited Audited Audited

As at As at As at As at31 May 31 May 31 May 30 November

2014 2015 2016 2016£’000 £’000 £’000 £’000

Bank loans 774 876 655 544Loans from related parties – – 13 –

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

774 876 668 544–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

Current 141 221 237 226Non-current 633 655 431 318

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

774 876 668 544–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

The bank loan is repayable in monthly instalments and is secured by a fixed and floating charge over theassets of the companies within the Group. Interest is charged at a combination of 3 per cent. over LIBORand 3 per cent. over Base Rate.

The loan from related parties is stated at the undiscounted amount as it is repayable on demand. No interestis paid/payable and the loan is not secured.

19. Other financial liabilitiesAudited Audited Audited Audited

As at As at As at As at31 May 31 May 31 May 30 November

2014 2015 2016 2016£’000 £’000 £’000 £’000

Preferred A Ordinary shares – – 1,000 1,000B Preference shares – – 500 500

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

– – 1,500 1,500–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

57

20. Current tax liabilitiesAudited Audited Audited Audited

As at As at As at As at31 May 31 May 31 May 30 November

2014 2015 2016 2016£’000 £’000 £’000 £’000

Corporation tax payable 173 253 495 973–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

21. Deferred revenueAudited Audited Audited Audited

As at As at As at As at31 May 31 May 31 May 30 November

2014 2015 2016 2016£’000 £’000 £’000 £’000

Arising from client contracts 476 724 825 882–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

The deferred revenue arises from the non-contingent contracts provided to certain customers in respect ofproviding business marketing and research to these clients. Revenue is recognised and deferred inaccordance with services provided within the contract terms.

22. Deferred tax asset/(liability)Deferred Tax

£’000

Asset as at 1 June 2013 70Movement through income statement for the year 32

––––––––––––

Asset as at 31 May 2014 102Movement through income statement for the year 18

––––––––––––

Asset as at 31 May 2015 120Movement through income statement for the year (124)

––––––––––––

Liability as at 31 May 2016 (4)Movement through income statement for the period (31)

––––––––––––

Liability as at 30 November 2016 (35)––––––––––––––––––––––––

Deferred TaxThe deferred tax asset at 31 May 2014 constituted £3,000 related to capital allowances and £99,000 relatedto the revenue recognition policy adjustment as described in note 30. At 31 May 2015 the asset was solelyrelated to the revenue recognition policy adjustment. Deferred tax liabilities thereafter arose on the timingdifference between the carrying values of the certain the Group’s assets for financial reporting purposes andfor income tax purposes. These will be released to the income statement as the fair value of the relatedassets are depreciated or amortised.

58

Unrecognised deductible temporary timing differences, unused tax losses and unused tax creditsAudited Audited Audited Audited

As at As at As at As at31 May 31 May 31 May 30 November

2014 2015 2016 2016£’000 £’000 £’000 £’000

Deductible temporary timing differences,unused tax losses and unused tax creditsfor which no deferred tax assets have beenrecognised are attributable to the following:– tax losses – 5 9 9

–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

23. Share capitalAllotted, called up and fully paid

31 May 2014 31 May 2015 31 May 2016 30 November 2016No. £’000 No. £’000 No. £’000 No. £’000

Amounts presented in equity:PreferredOrdinaryShares 250,000 – – – – – – –PreferredA OrdinaryShares 2,000,000 2,000 1,000,000 1,000 – – – –OrdinaryA Shares 500,000 500 250,000 250 250,000 – 250,000 –OrdinaryB Shares 500,000 500 250,000 250 250,000 – 250,000 –OrdinaryC Shares 535,715 – 535,715 – 357,143 – 357,143 –OrdinaryD Shares – – – – 89,286 – 89,286 –OrdinaryE Shares – – – – 44,643 – 44,643 –OrdinaryF Shares – – – – 26,786 – 26,786 –OrdinaryG Shares – – – – 17,857 – 17,857 –OrdinaryH Shares – – – – 1 – 1 –OrdinaryV Shares – – – – 1 – 1 –

––––––––––––––––––––– ––––––––––––––––––––– ––––––––––––––––––––– –––––––––––––––––––––

3,785,715 3,000 2,035,715 1,500 1,035,717 – 1,035,717 –––––––––––––––––––––– ––––––––––––––––––––– ––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––– ––––––––––––––––––––– –––––––––––––––––––––

Amounts presented in liabilities:PreferredA OrdinaryShares – – – – 1,000,000 1,000 1,000,000 1,000B PreferenceShares – – – – 500,000 500 500,000 500

––––––––––––––––––––– ––––––––––––––––––––– ––––––––––––––––––––– –––––––––––––––––––––

– – – – 1,500,000 1,500 1,500,000 1,500––––––––––––––––––––– ––––––––––––––––––––– ––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––– ––––––––––––––––––––– –––––––––––––––––––––

59

On 5 April 2016 a share reorganisation was undertaken as follows:

(1) The Ordinary A and Ordinary B shares of £1 each in issue were subdivided into 2,500,000,000 sharesin each category of £0.0001 each.

(2) A new class of share, Ordinary V of £1 each, was created. One share was issued at a premium of£9,999.

(3) 2,499,750,000 Ordinary A and Ordinary B shares of £0.0001 each were cancelled.

(4) A new class of share, B Preference of £1 each, was created. 500,000 shares were issued at par.

(5) 178,572 Ordinary C shares of £0.0001 each, owned by certain shareholders, were re-designated as89,286 Ordinary D shares of £0.0001 each, 44,643 Ordinary E shares of £0.0001 each, 26,786Ordinary F shares of £0.0001 each and 17,857 Ordinary G shares of £0.0001 each.

(6) 44,643 Ordinary E shares of £0.0001 each were issued at par.

(7) 53,572 Ordinary F shares of £0.0001 each were issued at par.

(8) 71,428 Ordinary G shares of £0.0001 each were issued at par.

(9) The Ordinary E shares of £0.0001 each were consolidated and subdivided and reclassified into44,643 Ordinary E shares of £0.0002 each.

(10) The Ordinary F shares of £0.0001 each were consolidated and subdivided and reclassified into26,786 Ordinary F shares of £0.0003 each.

(11) The Ordinary G shares of £0.0001 each were consolidated and subdivided and reclassified into17,857 Ordinary G shares of £0.0005 each.

(12) A further new class of share, Ordinary H of £9.00 each, was created. One share was issued at par.

The H Ordinary share carries the right to attend, speak and vote at any general meeting of the Companyand on a poll to cast 5 per cent. of the votes attached to the equity shares.

The V Ordinary share carries the right to attend, speak and vote at any general meeting of the Companyand on a poll to cast such number of votes as would when aggregated with the voting rights attributable toall the other equity shares held by that shareholder and his privileged relations entitle that shareholder andhis privileged relations to together to cast 50.1 per cent. of the votes attached to the shares in the Companyfrom time to time at all general meetings.

The holders of the Ordinary A, B, C, D, E, F and G shares carry the right to attend, speak and vote at anygeneral meeting of the Company and on a poll to cast between them the remaining balance of the votingrights attached to the shares in the Company pro rata to their shareholdings.

The Preferred A Ordinary shares and B Preference shares do not carry any right to vote at any generalmeeting, unless any amount of dividend on the respective shares is outstanding. The Preferred A Ordinaryshares are entitled to a cumulative dividend of 10 per cent. per annum of the amount paid up on the shares.The B Preference shares are entitled to a cumulative dividend of 5 per cent. per annum of the amount paidup on the shares. Prior to the share reorganisation on 5 April 2016 such dividend rights were not in placeon the Preferred A Ordinary shares – following the share reorganisation the Preferred A Ordinary shares aretreated as liabilities rather than equity in line with IAS32.

In relation to the cancellation of the 2,499,750,000 Ordinary A and Ordinary B shares of £0.0001 each,no transfer was made from distributable profits to capital redemption reserve because the repurchase ofshares was financed partly by a new issues of shares and hence the transfer required was reduced by theproceeds of the new issue and further reduced by the extent that the company could make a permissiblecapital payment. After reducing the amount to be transferred by these two amounts, the amount requiredto be transferred was immaterial.

24. Financial instruments and financial risk managementThe Group’s principal financial instruments comprise cash and cash equivalents, trade and other receivablesand trade and other payables. The Group’s accounting policies and method adopted, including the criteriafor recognition, the basis on which income and expenses are recognised in respect of each class of financial

60

asset, financial liability and equity instrument are set out in note 3 to the financial information. The Groupdoes not use financial instruments for speculative purposes.

The fair values and the carrying values of financial assets and liabilities are the same. The principal financialinstruments used by the Group, from which financial instrument risk arises, are as follows:

Audited Audited Audited AuditedAs at As at As at As at

31 May 31 May 31 May 30 November2014 2015 2016 2016

£’000 £’000 £’000 £’000

Financial assets measured at amortisedcost:Trade receivables 61 24 38 32Other financial assets 1 17 1,094 1,750Cash and cash equivalents 580 971 1,531 3,060

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

Total financial assets 642 1,012 2,663 4,842–––––––––––– –––––––––––– –––––––––––– ––––––––––––

Financial liabilities measured atamortised costTrade and other payables 95 92 151 223Borrowings 774 876 668 544Other financial liabilities – – 1,500 1,500

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

Total financial liabilities 869 968 2,319 2,267–––––––––––– –––––––––––– –––––––––––– ––––––––––––

Total financial instruments (227) 44 344 2,575–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

There are no fair value adjustments to assets or liabilities through profit and loss.

Capital managementThe Group manages its capital to ensure that it will be able to continue as a going concern while attemptingto maximise the return to stakeholders through the optimisation of the debt and equity balance. The capitalstructure of the Group consists of issued capital and retained earnings.

Credit riskCredit risk is the risk that a counter-party will cause a financial loss to the Group by failing to discharge itsobligations to the Group. The Group manages its exposure to this risk by applying limits to the amount ofcredit exposure to any one counterparty and employs strict minimum credit worthiness criteria as to thechoice of counterparty. The maximum exposure to credit risk for receivables and other financial assets isrepresented by their carrying amount. The Group considers credit risk to be low due as trade receivablesare insignificant and amounts are settled from business sales proceeds brokered by the Group via the legalprocess of completion agreements.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respectof the trade and other receivables as appropriate. The allowance comprises a provision against individuallysignificant exposures.

61

Ageing analysisThe ageing analysis of the Group’s trade receivables is as follows:

Audited Audited Audited AuditedAs at As at As at As at

31 May 31 May 31 May 30 November2014 2015 2016 2016

£’000 £’000 £’000 £’000

Current 61 24 38 32Up to 30 days – – – –30 to 60 days – – – –90 days and older – – 10 10

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

61 24 48 42Bad debt provision – – (10) (10)

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

61 24 38 32–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

These receivables are not secured by any collateral or credit enhancement. Normal credit terms are 30 days.

The maximum exposure to credit risk at each balance sheet date was:

Audited Audited Audited AuditedAs at As at As at As at

31 May 31 May 31 May 30 November2014 2015 2016 2016

£’000 £’000 £’000 £’000

Net trade receivables 61 24 38 32Accrued income – – 300 –Cash and cash equivalents 580 971 1,531 3,060

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

641 995 1,869 3,092–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

For banks and financial institutions, only independently rated parties with minimum rating “A” are accepted.

Fair valuesThe directors have assessed that the fair values of cash and short-term deposits, trade receivables, tradepayables and other current liabilities approximate to their carrying amounts largely due to the short-termmaturities of these instruments.

The principal interest rate risks of the Group arise in respect of borrowings. As the interest expense onvariable rate financial instruments is immaterial, the Group does not actively manage the exposure to thisrisk.

Interest rate riskThe Group’s policy is to fund its operations through the use of retained earnings and equity. The Group’sexposure to changes in interest rates relates primarily to cash at bank. Cash is held either on current orshort term deposits at a floating rate of interest determined by the relevant bank’s prevailing base rate.

Interest rate sensitivityThere would be no material impact resulting from a reasonably possible change in interest rates.

Market riskMarket risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate becauseof changes in market prices. Market risk comprises three types of risk:

� commodity price risk;

62

� interest rate risk; and

� foreign currency risk.

Financial instruments affected by market risk include deposits, trade receivables, trade payables and accruedliabilities.

Foreign currency exchange risksThe Group has no foreign currency risk currently as its operations and transactions are all denominated inSterling.

Liquidity risksLiquidity risk arises from the Group’s management of working capital. It is the risk that the Group willencounter difficulty in meeting its financial obligations as they fall due.

The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities whenthey become due.

The maturity profile of the Group’s trade and other payables, and other financial liabilities are, at each periodend, due within one year. The maturity profile of borrowings at the reporting dates, based on contractualundiscounted payments, are summarised below:

Audited Audited Audited AuditedAs at As at As at As at

31 May 31 May 31 May 30 November2014 2015 2016 2016

£’000 £’000 £’000 £’000

Due within 1 year 141 221 237 225Due in 1-2 years 141 224 220 177Due in 2-5 years 493 431 211 141

–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

25. Related party transactionsKey management personnel compensation has been disclosed in note 8. In addition to the related partyinformation disclosed elsewhere in the financial information, the following were significant related partytransactions during the period covered by this financial information and at terms and rates agreed betweenthe parties:

During the years dividends were paid to individuals who were directors at the time and their close familymembers as follows:

Audited UnauditedAudited Audited Audited Six months Six months

Year ended Year ended Year ended ended ended31 May 31 May 31 May 30 November 30 November

2014 2015 2016 2016 2015£’000 £’000 £’000 £’000 £’000

Dividends paid to directorsand their close family members – – 831 378 –

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Total – – 831 378 ––––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

63

During the period covered by the financial information the Group was charged the following costs fromTriskell LLP (of which Anthony Ford is a designated member).

Audited UnauditedAudited Audited Audited Six months Six months

Year ended Year ended Year ended ended ended31 May 31 May 31 May 30 November 30 November

2014 2015 2016 2016 2015£’000 £’000 £’000 £’000 £’000

Consultancy fees – 334 943 425 56

The amount owed by Triskell LLP as at the period ends were:

Audited Audited Audited AuditedAs at As at As at As at

31 May 31 May 31 May 30 November2014 2015 2016 2016

£’000 £’000 £’000 £’000

Owed by Triskell LLP to the Group – – 166 7

During the period covered by the financial information the Group was charged the following costs fromSignia Corporate Finance (a business owned by Stuart Lees).

Audited UnauditedAudited Audited Audited Six months Six months

Year ended Year ended Year ended ended ended31 May 31 May 31 May 30 November 30 November

2014 2015 2016 2016 2015£’000 £’000 £’000 £’000 £’000

Consultancy fees – – 41 33 8

The amount owed to Signia Corporate Finance as at the period ends were:

Audited Audited Audited AuditedAs at As at As at As at

31 May 31 May 31 May 30 November2014 2015 2016 2016

£’000 £’000 £’000 £’000Owed to Signia Corporate Finance by the Group – – 27 –

During the period covered by the financial information the Group was recharged costs from K3 Estates LLPand provided a loan to K3 Estates LLP (of which the Directors, except for Stuart Lees and Ian Mattioli, aredesignated members).

Audited UnauditedAudited Audited Audited Six months Six months

Year ended Year ended Year ended ended ended31 May 31 May 31 May 30 November 30 November

2014 2015 2016 2016 2015£’000 £’000 £’000 £’000 £’000

Recharges – – 12 – –

The amount owed by K3 Estates LLP as at the period ends were:

Audited Audited Audited AuditedAs at As at As at As at

31 May 31 May 31 May 30 November2014 2015 2016 2016

£’000 £’000 £’000 £’000

Loan to K3 Estates LLP from the Group – – 175 295

64

The loan was provided on an interest free basis and is repayable on demand. The loan was repaid on14 February 2017.

In the period ended 30 November 2016 the Group commenced the lease of a property from K3 Estates LLP,initially with a rent free period. Rent payments will commence on 30 March 2017.

During the period covered by the financial information the Group recharged and was charged the followingcosts from KBS CF LLP (of which the Directors, except Stuart Lees and Ian Mattioli, are designatedmembers).

Audited UnauditedAudited Audited Audited Six months Six months

Year ended Year ended Year ended ended ended31 May 31 May 31 May 30 November 30 November

2014 2015 2016 2016 2015£’000 £’000 £’000 £’000 £’000

Costs recharged toKBS CF LLP from the Group – 8 – – –Consultancy fees paid toKBS CF LLP by the Group 123 83 133 318 111

The amounts owed to/from KBS CF LLP as at the period ends were:

Audited Audited Audited AuditedAs at As at As at As at

31 May 31 May 31 May 30 November2014 2015 2016 2016

£’000 £’000 £’000 £’000

Loan to KBS CF LLP from the Group – 17 19 105Loan from KBS CF LLP to the Group – – (13) (60)

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

– 17 6 45–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

In addition to the above the Company has provided a guarantee to Leaseplan UK Limited in respect of anoperating lease entered into by KBS CF LLP. No security has been provided to Leaseplan UK Limited. Theguarantee lasts for the duration of the operating lease period and is limited to any unpaid lease paymentsarising as they fall due.

During the period covered by the financial information the Group provided loans to various individuals whowere also directors at the time.

The amounts owed by such directors as at the period ends were:

Audited Audited Audited AuditedAs at As at As at As at

31 May 31 May 31 May 30 November2014 2015 2016 2016

£’000 £’000 £’000 £’000

Owed by Simon Daniels to the Group 1 – – –Owed by Anthony Ford to the Group – – 900 1,350

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

1 – 900 1,350–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

The loan to Anthony Ford was repaid on 24 February 2017. All loans to directors were provided interest freeand were deemed to be repayable on demand.

65

26. DividendsAudited Unaudited

Audited Audited Audited Six months Six monthsYear ended Year ended Year ended ended ended

31 May 31 May 31 May 30 November 30 November2014 2015 2016 2016 2015

£’000 £’000 £’000 £’000 £’000

Dividends paid on equitysharesA Shares – – 201 91 31B Shares – – 201 91 31C Shares – – 429 130 66D Shares – – – 33 –E Shares – – – 16 –F Shares – – – 10 –G Shares – – – 7 –

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Total – – 831 378 128–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Dividend per share(unadjusted)A Shares – – 80.20p 36.48p 12.34pB Shares – – 80.20p 36.48p 12.34pC Shares – – 80.20p 36.48p 12.34pD Shares – – – 36.48p –E Shares – – – 36.48p –F Shares – – – 36.48p –G Shares – – – 36.48p –

–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Dividend per share(adjusted)A Shares – – 2.12p 0.96p 0.33pB Shares – – 2.12p 0.96p 0.33pC Shares – – 2.12p 0.96p 0.33pD Shares – – – 0.96p –E Shares – – – 0.96p –F Shares – – – 0.96p –G Shares – – – 0.96p –

–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

The adjusted dividends per share are adjusted for the impact of the bonus issues and share consolidationsand subdivisions described in note 29 of this financial information.

66

Audited UnauditedAudited Audited Audited Six months Six months

Year ended Year ended Year ended ended ended31 May 31 May 31 May 30 November 30 November

2014 2015 2016 2016 2015£’000 £’000 £’000 £’000 £’000

Dividends paid on sharestreated as debtPreferred A Ordinary Shares – – 100 50 50B Preference Shares – – – – –

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Total – – 100 50 50–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Dividend per share(unadjusted)Preferred A Ordinary Shares – – 10p 10p 10pB Preference Shares – – – – –

As the remaining Preferred A Ordinary Shares and the B Preference Shares were purchased by the Companyand cancelled on 23 February 2017, no adjusted dividend per share has been presented.

27. CommitmentsThe Group had not entered into any material capital commitments as at 31 May 2014, 31 May 2015, 31 May2016 and 30 November 2016.

The Group’s future minimum lease payments under non-cancellable operating leases are as follows:

Audited Audited Audited AuditedAs at As at As at As at

31 May 31 May 31 May 30 November2014 2015 2016 2016

£’000 £’000 £’000 £’000

Not later than one year 113 14 122 233Later than one year and not later thanfive years 48 183 109 578More than five years – – – 616

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

161 197 231 1,427–––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

28. ControlIn the opinion of the directors, Anthony Ford is the ultimate controlling party by virtue of his majority shareof voting rights arising from his shareholding in K3 Capital Group plc.

29. Subsequent eventsOn 14 February 2017, Anthony Ford repaid his loan of £1.5 million and the Group redeemed all the PreferredA Ordinary shares and the B Preference shares at par.

On 8 March 2017 a bonus issue was carried out: 57 C shares of £0.0001 each, 14 D shares of £0.0001each, 7 E shares of £0.0002 each, 4 F shares of £0.0003 each and 3 G shares of £0.0005 each wereallotted.

On 8 March 2017 all ordinary shares were consolidated and subdivided such that the nominal values wereall equalised at £0.01.

On 8 March 2017 a further bonus issue was carried out: 9,459,539 A shares of £0.01 each, 9,459,539B shares of £0.01 each, 13,513,631C shares of £0.01 each, 3,378,417 D shares of £0.01 each, 1,688,762

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E shares of £0.01 each, 1,012,989 F shares of £0.01 each, 674,961 G shares of £0.01 each and 799,100H shares of £0.01 each were allotted.

On 8 March 2017 the Company purchased a fractional entitlement to a single F share of £0.01 each fromAnthony Ford (which resulted from the bonus issue and consolidation described above) and it was cancelled.

By a resolution dated 8 March 2017 (taking effect on 9 March 2017) the Company reduced its capital usingthe statutory solvency statement procedure by cancelling the remaining capital redemption reserve of£2,600,000.01 and the share premium account of £9,999 and crediting an amount equal to the sum socancelled to a distributable reserve.

Immediately prior to Admission, by a resolution dated 5 April 2017 (conditional upon Admission occurringbut deemed to take effect immediately before Admission) all of the issued shares in the capital of theCompany were redesignated as ordinary shares ranking pari passu.

On 8 March 2017 the Group acquired the trade and assets of Triskell LLP for total consideration of£1.1 million, which is all deferred and will be paid from the proceeds of the Admission. The book value oftotal net assets acquired is made up of tangible fixed assets of £23,000 in addition to debtors of £41,000.The transaction excludes any cash or liabilities of Triskell LLP.

At the date of this Admission Document, a detailed assessment of the fair value of the identifiable net assetshas not been completed.

30. Transition to adopted IFRSAs stated in note 2, these is the Group’s first consolidated financial information prepared in accordance withadopted IFRSs. The accounting policies described in note 3 have been applied in preparing these financialstatements and comparative information, and in the preparation of an opening IFRS consolidated statementof financial position.

For years ending up to and including the year ended 31 May 2016, the Group prepared its statutory financialstatements in accordance with generally accepted accounting principles in the United Kingdom (UK GAAP).

In restating its UK GAAP financial statements, the Group has made adjustments to:

� Reverse goodwill amortisation charges; and

� Reverse goodwill impairment reversal permitted under UK GAAP.

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A summary of the impact of transition to the Consolidated Statement of Financial Position is as follows:

Audited Audited Audited Audited AuditedAs at As at As at As at As at

1 June 31 May 31 May 31 May 30 November2013 2014 2015 2016 2016

£’000 £’000 £’000 £’000 £’000

Equity reported inaccordance with UK GAAP 1,288 1,586 2,261 1,497 2,839Change in accounting policyfor FRS102:Deferred income – revenuerecognition adjustment (334) (476) (635) – –Prepayment movement –linked to deferred income 15 36 59 – –Deferred tax movement 64 100 120 – –

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Equity reported as restated 1,033 1,246 1,805 1,497 2,839IFRS transition adjustments:Reverse accumulated goodwillamortisation charged – 188 442 677 801UK GAAP goodwill impairmentreversal removed – – (1,050) (829) (829)Rounding 1 1 1 1 1

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Equity reported inaccordance with IFRS 1,034 1,435 1,198 1,346 2,812

–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

A summary of the impact transition to the Consolidated Statement of Comprehensive Income is as follows:

Audited UnauditedAudited Audited Audited Six months Six months

Year ended Year ended Year ended ended ended31 May 31 May 31 May 30 November 30 November

2014 2015 2016 2016 2015£’000 £’000 £’000 £’000 £’000

Profit after tax reported inaccordance with UK GAAP 298 1,675 2,233 1,720 626Change in accounting policyfor FRS102:Deferred income – revenuerecognition adjustment (142) (159) – – –Prepayment movement –linked to deferred income 21 23 – – –Deferred tax movement 36 20 – – –

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Profit after tax as restated 213 1,559 2,233 1,720 626Reverse goodwill amortisation 188 254 236 124 118UK GAAP goodwill impairmentreversal removed – (1,050) – – –

–––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Total comprehensive incomereported in accordance with IFRS 401 763 2,469 1,844 744

–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

As disclosed in the financial statements filed for the year ended 31 May 2016, at the transition date toFRS102 under UK GAAP, the directors undertook a review of the Group’s revenue recognition policy, whichresulted in the change in accounting policy disclosed above. Previously under old UK GAAP the Group hadrecognised revenue for services at the invoice date even though certain services, as disclosed in the

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accounting policies, are provided over a period of time. The Directors concluded that it would be moreappropriate to defer revenue over the period in which services are provided.

This change in accounting policy resulted in the recognition of a deferred income liability at each balancesheet date, with a corresponding reduction in revenue in the period. In addition, certain commissionpayments linked to the revenue contracts were also deferred and recognised to profit or loss over the sameperiod as the revenue to which those costs related. A deferred tax asset was recognised on the reductionin profit arising from these changes.

The IFRS transition adjustments represent the reversal of goodwill amortisation and the removal of a reversalof a goodwill impairment charge (for which the original impairment was recognised in the year ended31 May 2009). Under IFRS goodwill is not amortised and a reversal of goodwill impairment is not permitted.

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PART IV

ADDITIONAL INFORMATION

1. RESPONSIBILITY STATEMENT1.1 The Company, and the Directors whose details appear on page 5 of this document, accept

responsibility for the information contained in this document, including individual and collectiveresponsibility, for the Company’s compliance with the AIM Rules. To the best of the knowledge andbelief of the Company and the Directors (who have taken all reasonable care to ensure that such isthe case) the information contained in this document is in accordance with the facts and makes noomission likely to affect the import of such information.

2. INCORPORATION AND STATUS OF THE COMPANY2.1 The Company was incorporated in England and Wales on 14 February 2007 under the name of Pimco

2610 Limited with registered number 06102618 as a private company with limited liability under theCompanies Act 1985. It changed its name to Knightsbridge Group Holdings Limited on 12 July 2007and to K3 Capital Holdings Limited on 10 July 2014. On 25 April 2016 it changed its name toK3 Capital Group Limited. On 16 March 2017 the Company was re-registered as a public limitedcompany with the name K3 Capital Group plc.

2.2 The liability of the members of the Company is limited to the amount, if any, unpaid on its shares.

2.3 The principal legislation under which the Company operates is the 2006 Act and the regulations madethereunder.

2.4 The registered office and principal place of business of the Company is at KBS House, 5 SpringfieldCourt, Summerfield Road, Bolton BL3 2NT, telephone number: 01204 291 590. The Company’s websitewhich discloses the information required by Rule 26 of the AIM Rules is www.k3capitalgroupplc.com.

2.5 Details of the Directors and their respective functions in the Company are set out on page 5 of thisdocument under the heading ‘Directors, Secretary and Advisers’. Each of the Directors can becontacted at the registered office of the Company as set out in paragraph 2.4 of this Part IV.

3. THE SUBSIDIARIES3.1 The Company acts as the holding company of the Group.

3.2 The Company has the following subsidiaries which are private limited companies incorporated inEngland and Wales:

Percentage of issued shareName and registered number Field of Activity capital owned by the Company

KBS Corporate Finance Limited Financial Intermediary 100% of its shares held by the (08924449) Company

Knightsbridge Business Sales Professional Services 100% of its shares held by the Limited (08924297) Company

KBS Corporate Sales Limited Professional Services 100% of its shares held by the (04141555) Company

4. SHARE CAPITAL OF THE COMPANY4.1 The issued share capital of the Company, at the date of this document and immediately following

Admission, is and will be as follows:Issued and credited as fully paid

Number of Ordinary £ Shares of 1p each

At the date of this document 400,000.00 40,000,000On Admission 422,105.26 42,210,526

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4.2 On incorporation the share capital of the Company was £1 being one ordinary share of £1 issued tothe subscriber to the Company’s memorandum of association.

4.3 As at 27 January 2013 the share capital of the Company comprised 500,000 A ordinary shares of £1each, 500,000 B ordinary shares of £1 each, 2,000,000 preferred A ordinary shares of £1 each and250,000 preferred ordinary shares of £0.0001 each.

4.4 By resolution on 22 May 2014 the Company adopted new articles of association including specificauthority for the Directors to allot an additional 535,715 C ordinary shares of £0.0001 each free ofstatutory pre-emption rights and 535,715 C ordinary shares of £0.0001 each were allotted on 22 May2014.

4.5 On 27 January 2015 the Company purchased and cancelled 250,000 preferred ordinary shares of£0.0001 each from the holder thereof.

4.6 On 28 January 2015 the Company purchased and cancelled 250,000 A ordinary shares of £1 each,250,000 B ordinary shares of £1 each and 500,000 preferred A ordinary shares of £1 each from theholder thereof.

4.7 On 25 March 2015 the Company purchased and cancelled 500,000 preferred A ordinary shares of£1 each from the holder thereof.

4.8 On 1 November 2015 Anthony Ford transferred 50,000 A ordinary shares and 50,000 B ordinaryshares to Elizabeth Ford.

4.9 By a resolution on 4 April 2016:

4.9.1 each of the 250,000 A ordinary shares of £1 each was sub-divided into 10,000 A ordinaryshares of £0.0001 each and each of the 250,000 B ordinary shares of £1 each wassub-divided into 10,000 B ordinary shares of £0.0001 each;

4.9.2 new articles of association were adopted; and

4.9.3 the directors were authorised to allot an additional £500,001 worth of shares comprising500,000 B Preference Shares of £1 each and 1 V Share of £1 each free of statutorypre-emption rights.

4.10 On 4 April 2016 1 V ordinary share of £1 was allotted at a premium of £9,999.

4.11 By a resolution dated 4 April 2016 but taking effect from its registration at Companies House on5 April 2016 the issued share capital of the Company was reduced using the statutory solvencystatement procedure when all but 250,000 of the A ordinary shares of £0.0001 each and all but250,000 B ordinary shares of £0.0001 each were cancelled and the capital was returned to theholders of the shares so cancelled.

4.12 On 5 April 2016 500,000 B preference shares of £1 each were allotted.

4.13 By a resolution on 5 April 2016:

4.13.1 certain of the C ordinary shares were re-designated, namely Simon Daniel’s 89,286 Cordinary shares of £0.0001 each were re-designated as 89,286 D ordinary shares of£0.0001 each, Matthew Clancy’s 44,643 C ordinary shares of £0.0001 each were re-designated as 44,643 E ordinary shares of £0.0001 each, Anthony Ford’s 26,786 Cordinary shares of £0.0001 each were re-designated as 26,786 F ordinary shares of£0.0001 each and Andrew Melbourne’s 17,857 C ordinary shares of £0.0001 each werere-designated as 17,857 G ordinary shares of £0.0001 each;

4.13.2 the directors were authorised to allot shares in the Company up to an aggregate amountof £16.9643 comprising 44,643 E ordinary shares of £0.0001 each, 53,572 F ordinaryshares of £0.0001 each and 71,428 G ordinary shares of £0.0001 each, free of statutorypre-emption rights;

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4.13.3 subject to the allotments referred to in 4.13.2 above taking effect the E, F and G shareswere consolidated and subdivided such that the issued 89,286 E ordinary shares of£0.0001 each were consolidated into 44,643 shares of £0.0002 each, the 80,358F ordinary shares of £0.0001 each were consolidated into 26,786 shares of £0.0003 eachand the 89,285 G ordinary shares of £0.0001 each were consolidated into 17,857 sharesof £0.0005 each;

4.13.4 new articles of association were adopted; and

4.13.5 the Directors were authorised to allot an additional £9.02 worth of shares comprising1 H share of £9 and up to 20 J shares of £0.0001 each.

4.14 On 5 April 2016 44,643 E ordinary shares of £0.0001 each, 53,572 F ordinary shares of £0.0001each, 71,428 G ordinary shares of £0.0001 each and 1 H ordinary share of £9 were allotted and theE, F and G shares were consolidated and subdivided as described in 4.13.3 above.

4.15 On 23 February 2017 the Company purchased 1,000,000 preferred A ordinary shares of £1 eachand 500,000 B preference shares of £1 each from Anthony Ford and they were cancelled.

4.16 On 7 March 2017 the issued share capital of the Company comprised:

4.16.1 250,000 A ordinary shares of £0.0001 each;

4.16.2 250,000 B ordinary shares of £0.0001 each;

4.16.3 357,143 C ordinary shares of £0.0001 each;

4.16.4 89,286 D ordinary shares of £0.0001 each;

4.16.5 44,643 E ordinary shares of £0.0002 each;

4.16.6 26,786 F ordinary shares of £0.0003 each;

4.16.7 17,857 G ordinary shares of £0.0005 each;

4.16.8 1 H ordinary share of £9; and

4.16.9 1 V ordinary share of £1

4.17 By a resolution dated 8 March 2017:

4.17.1 A bonus issue was carried out in respect of the holders of C, D, E, F and G shares in orderto allow for ready consolidation and subdivision of all classes of issued shares into sharesof £0.01 each;

4.17.2 All ordinary shares were consolidated and subdivided such that the nominal values wereall equalised at £0.01;

4.17.3 A further bonus issue was carried out in favour of all shareholders in order to increase thenominal value of issued share capital to £400,000 divided into 40,000,000 ordinary sharesof £0.01 each, divided into classes designated as A, B, C, D, E, F, G, H and V shares; and

4.17.4 New articles of association were adopted to reflect the new nominal values of the existingshare classes.

4.18 On 8 March 2017 57 C shares of £0.0001 each, 14 D shares of £0.0001 each, 7 E shares of £0.0002each, 4 F shares of £0.0003 each and 3 G shares of £0.0005 each were allotted.

4.19 On 8 March 2017 9,459,539 A shares of £0.01 each, 9,459,539 B shares of £0.01 each,13,513,631C shares of £0.01 each, 3,378,417 D shares of £0.01 each, 1,688,762 E shares of £0.01each, 1,012,989 F shares of £0.01 each, 674,961 G shares of £0.01 each and 799,100 H shares of£0.01 each were allotted.

4.20 On 8 March 2017 the Company purchased a fractional entitlement to a single F share of £0.01 eachfrom Anthony Ford (which resulted from the bonus issue and consolidation described in 4.17.1 and4.17.2 above) and it was cancelled.

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4.21 By a resolution dated 8 March 2017 (taking effect on 9 March 2017) the Company reduced its capitalusing the statutory solvency statement procedure by cancelling the entire remaining capitalredemption reserve and the entire share premium account and crediting an amount equal to the sumsso cancelled to a distributable reserve.

4.22 On 14 March 2017 Anthony Ford transferred 5,677,273 A Shares and 506,900 F Shares toElizabeth Ford.

4.23 Pursuant to a resolution dated 15 March 2017 the Company was re-registered as a plc on16 March 2017.

4.24 By a resolution dated 5 April 2017 (conditional upon Admission occurring but deemed to take effectimmediately before Admission):

4.24.1 all of the issued shares in the capital of the Company were redesignated as ordinary sharesranking pari passu;

4.24.2 new articles of association of the Company were adopted in the form summarised inparagraph 5 of this Part IV; and

4.24.3 the Directors were authorised to allot New Shares in the Company up to an aggregateamount of £22,105.26 , free of statutory pre-emption rights;

4.25 Further to the resolution described in 4.24 above, the Directors have authority following Admission toallot Ordinary Shares in the period ending on the date of the next Annual General Meeting of theCompany as follows:

4.25.1 General authority pursuant to section 551 of the 2006 Act up to an aggregate nominalvalue of £140,701.752.

4.25.2 Specific authority pursuant to section 570 of the 2006 Act to make allotments for cash upto an aggregate nominal amount of £42,210.526 free of statutory pre-emption rights.

4.26 The new Ordinary Shares in issue following Admission will rank pari passu in all respects with theExisting Ordinary Shares, including the right to receive all dividends and other distributions declared,made or paid after Admission on the Ordinary Share capital.

4.27 No Ordinary Shares are currently in issue with a fixed date on which entitlement to a dividend arisesand there are no arrangements in force whereby future dividends are waived or agreed to be waived.

4.28 Conditional upon Admission occurring, 1,193,611 Ordinary Shares are subject to options pursuantto the Option Plan.

4.29 Save as disclosed in paragraph 4 above:

4.29.1 no share or loan capital of the Company has been issued or is proposed to be issued, fullyor partly paid, either for cash or for a consideration other than cash;

4.29.2 no share or loan capital of the Company is under option or is the subject of an agreement,conditional or unconditional, to be put under option; and

4.29.3 no commission, discounts, brokerage or other special term has been granted by theCompany or is now proposed in connection with the issue or sale of any part of the shareor loan capital of the Company.

5. ARTICLES OF ASSOCIATIONThe Articles contain, inter alia, provisions to the following effect:

5.1 ObjectsThe Articles contain no specific restrictions on the Company’s objects and therefore, by virtue ofsection 31(1) of the 2006 Act the Company’s objects are unrestricted.

5.2 Voting rightsSubject to paragraph 5.7 below, and to any special terms as to voting upon which any shares mayfor the time being, be held, on a show of hands every member who (being an individual) is present inperson or by proxy (being a corporation) is present by a duly appointed representative shall have onevote and on a poll every member present in person or by a representative or proxy shall have one

74

vote for every Ordinary Share in the capital of the Company held by him. A proxy need not be amember of the Company.

5.3 Variation of rightsIf at any time the capital of the Company is divided into different classes of shares all or any of therights or privileges attached to any class of shares in the Company may be varied or abrogated withthe consent in writing of the holders of three-fourths in nominal value of the issued shares (excludingany shares of that class held as treasury shares) of that class or with the sanction of a specialresolution passed at a separate general meeting of the holders of the shares of that class. At everysuch separate general meeting (except an adjourned meeting), the quorum shall be two personsholding or representing by proxy one-third in nominal value of the issued shares of that class.

5.4 Alteration of capitalThe Articles do not impose any conditions governing changes in the capital of the Company whichare more stringent than is required by law. Therefore the Company may by ordinary resolution increaseits share capital, consolidate and divide all or any of its share capital into shares of a larger nominalvalue, sub-divide all or any of its shares into shares of a smaller nominal value and cancel any sharesnot taken, or agreed to be taken, by any person.

The Company may, subject to the 2006 Act, by special resolution reduce or cancel its share capitalor any capital redemption reserve or share premium account.

Subject to and in accordance with the provisions of the 2006 Act, the Company may purchase itsown shares (including any redeemable shares), provided that the Company shall not purchase any ofits shares unless such purchase has been sanctioned by a special resolution passed at a separatemeeting of the holders of any class of shares convertible into equity share capital of the Company.

5.5 Transfer of sharesA member may transfer all or any of his shares (1) in the case of certificated shares by instrument inwriting in any usual or common form or in such other form as may be approved by the Directors and(2) in the case of uncertificated shares, through CREST in accordance with and subject to the CRESTRegulations and the facilities and requirements of the relevant system concerned.

The instrument of transfer of a certificated share shall be executed by or on behalf of the transferorand, if the share is not fully paid, by or behalf of the transferee. The Directors may in their absolutediscretion refuse to register a transfer of any share held in certificated form which is not fully paid,provided that dealings in the shares are not prevented from taking place on an open and proper basis.

In the case of uncertificated shares, the Directors may only refuse to register a transfer in accordancewith the Uncertificated Securities Regulations 2001. The Directors may also refuse to register atransfer of shares (whether fully paid or not) if the transfer is in favour of more than four persons jointly.

Subject to that and to paragraph 5.7 below, the Articles contain no restrictions on the freetransferability of fully paid shares provided that the transfer is in respect of only one class of shareand is accompanied by the share certificate and any other evidence of title required by the Directorsand that the provisions in the Articles relating to the deposit of instruments for transfer have beencomplied with. The registration of transfers in respect of certificated shares may be suspended bythe Directors for any period not exceeding 30 days in a year.

5.6 DividendsThe Company may by ordinary resolution in general meeting declare dividends provided that nodividend shall be paid otherwise than out of profits and no dividend shall exceed the amountrecommended by the Directors. The Directors may from time to time pay such interim dividends asappear to the Directors to be justified.

Subject to the rights of persons, if any, holding shares with special dividend rights, and subject toparagraph 5.7 below, all dividends shall be apportioned and paid pro rata according to the amountspaid or credited as paid on the shares during any portion or portions of the period in respect of which

75

the dividend is paid. No amount paid or credited as paid in advance of calls shall be regarded as paidon shares for this purpose.

All dividends unclaimed for a period of 12 years after the payment date for such dividend shall if theDirectors so resolve be forfeited and shall revert to the Company.

The Directors may, if authorised by an ordinary resolution of the Company, offer the holders of sharesthe right to elect to receive additional shares, credited as fully paid, instead of cash in respect of anydividend or any part of any dividend. The Directors may at their discretion make the right to participatein any such elections subject to restrictions necessary or expedient to deal with legal, regulatory orother difficulties in respect of overseas shareholders.

5.7 Suspension of rightsIf a member or any other person appearing to be interested in shares held by such shareholder hasbeen duly served with notice under section 793 of the 2006 Act and is in default in supplying to theCompany within 14 days (or such longer period as may be specified in such notice) the informationthereby, required, then (if the Directors so resolve) such member shall not be entitled to vote or toexercise any right conferred by membership in relation to meetings of the Company in respect of theshares which are the subject of such notice. Where the holding represents more than 0.25 per cent.,of the issued shares of that class (calculated exclusive of any treasury shares of that class) thepayment of dividends may be withheld, and such member shall not be entitled to transfer such sharesotherwise than by an arms-length sale.

5.8 Return of capitalSubject to any preferred, deferred or other special rights, or subject to such conditions or restrictionsto which any shares in the capital of the Company may be issued, on a winding- up or other returnof capital, the holders of Ordinary Shares are entitled to share in any surplus assets pro rata to theamount paid up on their Ordinary Shares. A liquidator may, with the sanction of a special resolutionof the Company and any other sanction required by the Act, divide amongst the members in specieor in kind the whole or any part of the assets of the Company, those assets to be set at such valueas he deems fair. A liquidator with the sanction of a special resolution may also vest the whole or anypart of the assets of the Company in trustees on trusts for the benefit of the members. The liquidatorshall not, however, except with the consent of the Shareholder concerned, distribute to a Shareholderany assets to which there is attached a liability or potential liability for the other.

5.9 Pre-emption rightsThere are no rights of pre-emption under the Articles in respect of transfers of issued Ordinary Shares.

In certain circumstances, the Company’s shareholders may have statutory pre-emption rights underthe 2006 Act in respect of the allotment of new shares in the Company. These statutory pre-emptionrights would require the Company to offer new shares for allotment by existing shareholders on a prorata basis before allotting them to other persons. In such circumstances, the procedure for theexercise of such statutory pre-emption rights would be set out in the documentation by which suchshares would be offered to the Company’s shareholders.

5.10 Shareholder MeetingsAnnual general meetings should be held within the time periods specified by the 2006 Act. Othergeneral meetings may be called whenever the directors think fit or when one has been requisitionedin accordance with the 2006 Act. Two members present in person or by proxy (or, being a corporation,present by a duly appointed representative) at the meeting and entitled to vote shall be a quorum forall purposes.

Annual general meetings or a meeting at which it is proposed to pass a resolution requiring specialnotice are called on at least 21 days’ notice in writing, exclusive of the day of which the notice isserved or deemed to be served and of the day on which the meeting is to be held. Other generalmeetings are to be called on 14 days’ notice in writing exclusive of the day on which the notice isserved or deemed to be served and the day on which the meeting is to be held. The annual generalmeeting may be called on shorter notice providing all members entitled to attend and vote agree anda general meeting can be called on shorter notice if a majority in number of the members having a

76

right to attend and vote at the general meeting, being a majority together holding not less than 95 percent. in nominal value of the shares giving that right, consent. Notice is to be given to all memberson the register at the close of business on a day determined by the Company, such day being notmore than 21 days before the day that the notice of meeting is sent.

The Company may specify in the notice of meeting a time, not more than 48 hours before the timefixed for the meeting, by which a person must be entered into the register in order to have the rightto attend or vote at the meeting. In every notice calling a meeting of the Company there shall appearwith reasonable prominence a statement that a member entitled to attend and vote or a personnominated pursuant to the Company’s Articles is entitled to appoint one or more proxies to attendand, on a poll vote instead of him/her, and that a proxy need not be a member.

5.11 DirectorsSave as provided in the Articles or by the terms of any authorisation given by the Directors, a directorshall not vote as a director in respect of any contract, transaction or arrangement or proposedcontract, transaction or arrangement or any other proposal whatsoever in which he (or any personconnected with him) has any interest (otherwise than by virtue of an interest in shares or debenturesor other securities of or otherwise in or through the Company) and which conflicts or may conflictwith the interests of the Company and if he shall do so his vote shall not be counted, nor in relationthereto shall he be counted in the quorum present at the meeting.

The Directors may authorise a director to be involved in a situation in which the director has or mayhave a direct or indirect interest which conflicts or may conflict with the interests of the Company andmay impose such terms or conditions on the grant of such authorisation as they think fit and in doingso will act in such a way, in good faith, as they consider will be most likely to promote the success ofthe Company.

A director shall (in the absence of some other interest than is indicated below) be entitled to vote (andbe counted in the quorum) in respect of any resolution relating to any of the following matters namely:

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

5.11.2 the giving of any security, guarantee or indemnity in respect of a debt or obligation of theCompany or any of its subsidiary undertakings for which the Director himself has assumedresponsibility in whole or in part under a guarantee or indemnity or by the giving of security;or

5.11.3 the granting of any indemnity or provision of funding pursuant to the Articles unless theterms of such arrangement confer upon such director a benefit not generally available toany other director; or

5.11.4 an offer of shares or debentures or other securities of or by the Company or any of itssubsidiary undertakings for subscription or purchase in which offer he is or is to be or maybe entitled to participate as a holder of securities or as an underwriter or sub-underwriter;or

5.11.5 any other company in which he or any person connected with him has a direct or indirectinterest, (whether as an officer or shareholder or otherwise) provided that he and anypersons connected with him are not to his knowledge the holder (otherwise than as anominee for the Company or any of its subsidiary undertakings) of or beneficially interestedin one per cent., or more of any class of the equity share capital of such company (or ofany third company through which his interest is derived) or of the voting rights available tomembers of the relevant company (any such interest being deemed for the purpose of therelevant Article to be a material interest in all circumstances); or

5.11.6 an arrangement for the benefit of the employees of the Company or any of its subsidiaryundertakings which does not award him any privilege or benefit not generally awarded tothe employees to whom the arrangement relates; or

5.11.7 the purchase and/or maintenance of any insurance policy for the benefit of directors or forthe benefit of persons including directors.

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Fees may be paid out of the funds of the Company to directors who are not managing or executivedirectors at such rates as the Directors may from time to time determine provided that such fees donot in the aggregate exceed the sum of £50,000 per annum (exclusive of value added tax if applicable)or such other figure as the Company may by ordinary resolution from time to time determine.

Any director who devotes special attention to the business of the Company, or otherwise performsservices which in the opinion of the Directors are outside the scope of the ordinary duties of a director,may be paid such additional remuneration as the Directors or any committee authorised by theDirectors may determine.

The Directors (including alternate Directors) are entitled to be paid out of the funds of the Companyall their travelling, hotel and other expenses properly incurred by them in connection with the businessof the Company, including their expenses of travelling to and from meetings of the Directors,committee meetings or general meetings.

A director may hold any other office or employment with the Company (other than the office of auditor)in conjunction with his office of director for such period and on such terms (as to remuneration andotherwise) as the Directors may determine. No director or intending director shall be disqualified byhis office from entering into any contract, arrangement, transaction or proposal with the Companyeither with regard to his tenure of any other such office or place of profit, nor shall any such contract,arrangement, transaction or proposal or any contract, arrangement, transaction or proposal enteredinto by or on behalf of the Company in which any director or any person connected with him is in anyway interested (whether directly or indirectly) be liable to be avoided, nor shall any director who entersinto any such contract, arrangement, transaction or proposal or who is so interested be liable toaccount to the Company for any profit realised from any such contract, arrangement, transaction orproposal by reason of such director holding that office or of the fiduciary relationship therebyestablished, if the director has disclosed his interest in accordance with the 2006 Act.

Save as provided by the Articles or by the terms of authorisation given by the Directors, a directorshall not vote as a director or be counted in the quorum in respect of any contract, transaction orarrangement or proposed contract, transaction or arrangement in which he has any interest whichconflicts or may conflict with the interests of the Company. If he does vote, his vote shall not becounted.

The remuneration and other terms and conditions of appointment of a director appointed as managingdirector or to any other executive office or employment under the Company shall from time to time(without prejudice to the provisions of any agreement between him and the Company) be fixed bythe Directors or by any committee appointed by the Directors, and may (without limitation) be by wayof fixed salary, lump sum, commission on the dividends or profits of the Company (or of any othercompany in which the Company is interested) or other participation in any such profits or otherwiseor by any or all or partly by one and partly by another or others of those modes.

Any statutory provision which, subject to the provisions of the Articles, would have the effect ofrendering any person ineligible for appointment as a director or liable to vacate office as a director onaccount of his having reached any specified age or of requiring special notice or any other specialformality in connection with the appointment of any director over a specified age shall not apply tothe Company.

5.12 The Takeover CodeThe Takeover Code applies to all companies which have their registered office in the United Kingdom,Channel Islands or Isle of Man and whose securities are traded on a regulated market in the UnitedKingdom or a stock exchange in the Channel Islands or Isle of Man or a multilateral trading facility(such as AIM). Accordingly, the Takeover Code applies to the Company.

Rule 9 of the Takeover Code provides that, except with the consent of the Panel on Takeovers andMergers, when: (a) any person acquires, whether by a series of transactions over a period of time ornot, an interest in shares which (taken together with shares in which persons acting in concert withit are interested) carry 30 per cent., or more of the voting rights of a company; or (b) any person,together with persons acting in concert with it, is interested in shares which in the aggregate carrynot less than 30 per cent., of the voting rights of a company but does not hold shares carrying more

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than 50 per cent., of such voting rights and such person, or any person acting in concert with it,acquires an interest in any other shares which increases the percentage of shares carrying votingrights in which it is interested, then, in either case, that person, together with the persons acting inconcert with it, is normally required to extend offers in cash, at the highest price paid by it (or anypersons acting in concert with it) for shares in the company within the preceding 12 months, to theholders of any class of equity share capital whether voting or non-voting and also to the holders ofany other class of transferable securities carrying voting rights.

Under the Takeover Code, a concert party arises where persons, pursuant to an agreement orunderstanding (whether informal or formal), co-operate to obtain or consolidate control of a companyor to frustrate the successful outcome of an offer for a company. Control means a holding, oraggregate holdings, of shares carrying 30 per cent. or more of the voting rights of a company,irrespective of whether the holding or holdings give de facto control.

As further described in paragraph 21 of Part I and paragraph 9 of Part IV of this Admission Document,the Takeover Panel has confirmed that the members of the Concert Party are acting in concert forthe purposes of the Takeover Code.

5.13 Squeeze-outUnder the 2006 Act, if a takeover offer (as defined in section 974 of the 2006 Act) is made for theshares and the offeror were to acquire, or unconditionally contract to acquire, not less than 90 percent., in value of the shares to which the takeover offer relates (the Takeover Offer Shares) and notless than 90 per cent., of the voting rights attached to the Takeover Offer Shares within three monthsof the last day on which its offer can be accepted, it is able to acquire compulsorily the remaining10 per cent. In order to do so, it would send a notice to shareholders who had not, at such time,accepted the offer telling them that it will acquire compulsorily their Takeover Offer Shares and then,six weeks later, it would execute a transfer of the outstanding Takeover Offer Shares in its favour andpay the consideration to the Company, which would hold the consideration on trust for thoseshareholders in the event that they had not accepted the offer at such time. The consideration offeredto the shareholders whose Takeover Offer Shares are acquired compulsorily under the Act must,in general, be the same as the consideration that was available under the takeover offer.

5.14 Sell-outThe 2006 Act also gives minority shareholders a right to be bought out in certain circumstances byan offeror who has made a takeover offer. If a takeover offer related to all the shares and at any timebefore the end of the period within which the offer could be accepted the offeror held, or had agreedto acquire, not less than 90 per cent., of the shares to which the offer related, any holder of sharesto which the offer related who had not accepted the offer could, by a written communication to theofferor, require it to acquire those shares. The offeror is required to give any shareholder notice of hisright to be bought out within one month of that right arising. The offeror may impose a time limit onthe rights of the minority shareholders to be bought out, but that period cannot end less than threemonths after the end of the acceptance period. If a shareholder exercises his or her rights, the offeroris bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.

5.15 RetirementAt each annual general meeting of the Company:

5.15.1 any Directors who have been appointed by the Directors since the last annual generalmeeting; and

5.15.2 any Director who was not elected or re-elected at either of the two preceding annualgeneral meetings,

shall retire from office and submit themselves for reappointment. The Directors to retire in every yearshall include any Director who wishes to retire and not offer himself for re-election.

A retiring Director shall be eligible for re-election. The Company may by ordinary resolution appointany person to be a Director. The Directors may also appoint one or more Directors but any Directorso appointed shall retire at, or at the end of, the next annual general meeting of the Company butshall then be eligible for re-election.

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5.16 Borrowing PowersThe Articles provide that the aggregate amount for the time being remaining outstanding of all moneysborrowed by the Group and for the time being owing to persons outside the Group shall not at anytime, without the previous sanction of an ordinary resolution of the Company, exceed an amountequal to three times the Adjusted Capital and Reserves calculated in accordance with the Articles.

6. INTERESTS OF THE DIRECTORS6.1 The interests (all of which are beneficial unless otherwise stated) of the Directors and their immediate

families and the persons connected with them (within the meaning of section 252 of the 2006 Act) inthe issued share capital of the Company or the existence of which could, with reasonable diligence,be ascertained by any Director as at the date of this document and as expected to be immediatelyfollowing Admission are as follows:

At the date of this document Immediately following AdmissionNo. of No. of

Ordinary OrdinaryShares Shares

No. of % of over which No. of % of over whichOrdinary Issued Options Ordinary Enlarged Options

Name Shares Share Capital are granted Shares Share Capital are granted

Ian Mattioli MBE – – – 526,316 1.25 –John Rigby 13,517,203 33.79 – 8,442,105 20.00 –Andrew Melbourne 675,854 1.69 – 675,854 1.60 217,020Anthony Ford 19,937,978* 49.84* – 8,442,105 20.00 –Stuart Lees 800,000 2 – 800,000 1.90 –

*The interests of Anthony Ford are deemed to include those of his wife Elizabeth Ford in 9,968,989 ordinary shares of £0.01,included within the Sale Shares.

6.2 Save as disclosed above, none of the Directors (or persons connected with the Directors within themeaning of section 252 of the 2006 Act) has any interest, whether beneficial or non-beneficial, in anyshare or loan capital of the Company.

6.3 Save as disclosed in paragraph 14.9 of this Part IV there are no outstanding loans granted orguarantees provided by the Company to or for the benefit of any of the Directors.

6.4 Save as disclosed above, and save as otherwise disclosed in this document, no Director has anyinterest, whether direct or indirect, in any transaction which is or was unusual in its nature or conditionsor significant to the business of the Company taken as a whole and which was effected by theCompany since its incorporation and which remains in any respect outstanding or under-performed.

6.5 None of the Directors or any person connected with them (within the meaning of section 252 of the2006 Act) is interested in any related financial product referenced to the Ordinary Shares (being afinancial product whose value is, in whole or in part, determined directly or indirectly by reference tothe price of the Ordinary Shares including a contract for difference or a fixed odds bet).

7. DIRECTORS’ SERVICE AGREEMENTS AND LETTERS OF APPOINTMENT7.1 Executive Directors

7.1.1 Conditional on Admission John Rigby entered into a service agreement with the Companyto act as Chief Executive Officer on 5 April 2017 and his period of continuous employmentcommenced on 31 January 2010. The appointment is for an indefinite period subject to12 months’ written notice by either party at any time. John Rigby will receive an annualsalary of £225,000 payable in monthly instalments in arrears. This salary will be reviewedannually and any increase will be entirely at the discretion of the Company. He will beentitled to a pension in accordance with Part 1 of the Pensions Act 2008, life assuranceand private medical insurance. He will be entitled to participate in a bonus scheme, thedetails of which to be confirmed by the Company. He will be entitled to 30 days’ holidayper annum. He is subject to confidentiality obligations, provisions relating to conflicts ofinterest and post termination restrictive covenants.

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7.1.2 Conditional on Admission Andrew Melbourne entered into a service agreement with theCompany to act as Chief Financial Officer on 5 April 2017 and his period of continuousemployment commenced on 26 March 2012. The appointment is for an indefinite periodsubject to 12 months’ written notice by either party at any time. Andrew Melbourne willreceive an annual salary of £80,000 payable in monthly instalments in arrears. This salarywill be reviewed annually and any increase will be entirely at the discretion of the Company.He will be entitled to a pension in accordance with Part 1 of the Pensions Act 2008,company car, life assurance and private medical insurance. He will be entitled to participatein a bonus scheme, the details of which to be confirmed by the Company. He will beentitled to 25 days’ holiday per annum. He is subject to confidentiality obligations,provisions relating to conflicts of interest and post termination restrictive covenants.

Andrew Melbourne will be eligible to participate in the Option Plan in respect of options toacquire up to 0.50 per cent. of the Enlarged Share Capital, as described in paragraph 9 ofthis Part IV.

7.1.3 Anthony Ford entered into a service agreement with the Company to act as Executive ViceChairman on 17 March 2017 and his period of continuous employment commenced on 1June 2014. The appointment is for an indefinite period subject to 12 months’ written noticeby either party at any time. Anthony Ford will receive an annual salary of £160,000 payablein monthly instalments in arrears. This salary will be reviewed annually and any increasewill be entirely at the discretion of the Company. He will be entitled to a pension inaccordance with Part 1 of the Pensions Act 2008, life assurance and private medicalinsurance. He will be entitled to participate in a bonus and commission scheme, the detailsof which to be confirmed by the Company. He will be entitled to 13.2 days’ holiday perannum (a pro rota equivalent of 30 days). He is subject to confidentiality obligations,provisions relating to conflicts of interest and post termination restrictive covenants.

7.2 Non-Executive Directors7.2.1 Conditional on Admission Ian Mattioli MBE entered into a letter of appointment with the

Company to act as its Non-Executive Chairman on 5 April 2017. The appointment is foran indefinite period subject to twelve months’ notice by either party at any time and alsosubject to the Articles. Ian Mattioli will receive an annual fee of £72,500 payable in monthlyinstalments in arrears. This fee will be subject to periodic review by the Board. He is subjectto confidentiality obligations and provisions relating to conflicts of interest. In the event oftermination of his appointment he has agreed he will not be entitled to any compensationfor loss of office.

7.2.2 Conditional on Admission Stuart Lees entered into a letter of appointment with theCompany to act as its Non-Executive Director on 5 April 2017. The appointment is for anindefinite period subject to six months’ notice by either party at any time and also subjectto the Articles. Stuart Lees will receive an annual fee of £45,000 payable in monthlyinstalments in arrears. This fee will be subject to periodic review by the Board. He is subjectto confidentiality obligations, provisions relating to conflicts of interest and post terminationrestrictive covenants. In the event of termination of his appointment he has agreed he willnot be entitled to any compensation for loss of office.

7.3 Save as disclosed above, there are no service contracts or consultancy agreements in existence orproposed between any Director and the Company or any company in the Group.

7.4 Save as disclosed in this paragraph 7, no member of the Group is party to any service contract withany director of any member of the Group which provides for benefits on the termination of any suchcontract.

7.5 Save as disclosed in this paragraph 7, the Directors receive no Ordinary Shares or options overOrdinary Shares in lieu of remuneration or as any form of compensation.

7.6 The aggregate remuneration and benefits in kind paid by the Company to the Directors in respect ofthe period ended 31 May 2016, was £365,273. It is estimated that under the arrangements currentlyin force at the date of this document, the aggregate remuneration payable and benefits in kind to be

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granted to the Directors for the financial period ending 31 May 2017 by the Company willbe £604,934.

8. ADDITIONAL INFORMATION ON THE DIRECTORS8.1 The names of all companies (excluding group companies) and partnerships of which the Directors

have been a director or partner at any time in the five years preceding the date of this document andindicating whether they are current or past are set out below:

Director Current Directorships/Partnerships Past Directorships/Partnerships

Ian Mattioli MBE Taylor Patterson Group Limited Urban Climb LimitedLanson House Limited Thoroughbred Wealth Management Taylor Patterson Trustees Limited LimitedTaylor Patterson Financial Planning Atkinson Bolton Consulting LimitedLimited Kudos Financial Services Ltd

Taylor Patterson Associates Limited Lindley Trustees LimitedMattioli Woods (New Walk) Limited GB Pension Trustees LimitedBoyd Coughlan Limited CP SSAS Trustees LimitedCustodian Real Estate Limited CP SIPP Trustees LimitedCustodian Reit PLC PC Trustees LimitedMainsforth Developments Limited SLT Trustees LimitedTCF Global Independent Financial M.W. Trustees LimitedServices Limited Great Marlborough Street Pension Custodian Capital Limited Trustees LimitedJohn Bradley Financial Services Limited JB Trustees LimitedPension Consulting Limited Bank Street Trustees LimitedMDL First Limited Custodian Real Estate NomineesMattioli Woods PLC LimitedProfessional Independent Pension Custodian Real Estate GP LimitedTrustees Limited

John Rigby K3 Business Services Limited Blue Sky Corporate LimitedK3 Estates LLP Ramwells Court Management KBS CF LLP Company Limited

Bluesky Corporate Finance Limited

Andrew K3 Business Services Limited Bluesky Corporate Finance LimitedMelbourne K3 Estates LLP

KBS CF LLP

Anthony Ford K3 Estates LLP Ford Hastings LLPLove Saving Group Limited Convex Capital LLPK3 Business Services Limited CVS (Commercial Valuers & Triskell (UK) Limited Surveyors) LimitedNumber 34 Park Cross Street LLP Uinsure LimitedLove Energy Savings.com Limited Lighthouse Wealth Management Sandown Holdings Limited LimitedOliver Twist Productions LLP Lighthouse Benefits LimitedMarplace (Number 587) Limited City Pensions LimitedFord Frisby LLP LighthouseExpress Limited

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Director Current Directorships/Partnerships Past Directorships/Partnerships

Anthony Ford Coastwalk Properties Limited Primogen Network Solutions Limited(continued) KBS CF LLP FCCF Limited

Triskell LLP Hardman Oldco LLPFCWD 22 LLPMy Deal Daddy.com LimitedCampbell Woolley LLPFC Corporate LimitedSocial Innovations Group LimitedTaylor Ford Investments LLPFCIP LLPPrincipal Partnership LLPEZI Collections Limited

Stuart Lees Tasker Investments Limited Finlay Carter LimitedFPE Limited Home Improvement Group Holdings High Access Maintenance Limited LtdSignia Corporate Finance Limited DW3 Products Group LimitedSST Trading Limited DW3 Products Holdings LimitedFacetspera Limited Chem-Dry U.K. LimitedThree Popes Limited Aghoco 1022 LimitedPranglin Limited Management Facilities (Northern) Saluda Limited LimitedWilmslow Plastic Properties LLP City Shields Incident Management

LimitedChem-Dry Franchising LimitedChem-Dry Midlands and London Limited

2020 Franchising LimitedHome and Comforts LimitedIGUK EBT Trustees LimitedIndependent Inspections LimitedIndependent Inspections Holdings Limited

IGUK LimitedIGUK Support Services LimitedEnvironmental Solutions Northern Limited

Ansa Surveying LimitedExternal Services Group LimitedAnsa UK LimitedAnsa Utilities LimitedIndependent Group (UK) LimitedHome and Comforts Holdings LimitedFinlay’s Warehouse Management Company Limited

Pimco 2947 Topco LimitedPimco 2947 Bidco LimitedMark Two Home LimitedThe Authentic Food Group Limited

As at the date of this document, none of the Directors:

8.1.1 has any unspent convictions in relation to indictable offences;

8.1.2 had any bankruptcy order made against him or entered into any voluntary arrangements;

8.1.3 save as disclosed in paragraphs 8.2 – 8.6 below, been a director of a company which hasbeen placed in receivership, compulsory liquidation, administration, been subject to avoluntary arrangement or any composition or arrangement with its creditors generally or

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any class of its creditors whilst he was a director of that company or within the 12 monthsafter he ceased to be a director;

8.1.4 has been a partner in any partnership which has been placed in compulsory liquidation,administration or been the subject of a partnership voluntary arrangement whilst he was apartner in that partnership or within the 12 months after he ceased to be a partner in thatpartnership;

8.1.5 has been the owner of any asset or been a partner in any partnership which owned, anyasset which while he owned that asset, or while he was a partner or within the 12 monthsafter he ceased to be a partner in the partnership which owned the asset, entered intoreceivership;

8.1.6 has been the subject of any public criticism by any statutory or regulatory authority(including recognised professional bodies); or

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

8.2 Each of John Rigby and Andrew Melbourne has been a director of the following companies whichhave been placed into liquidation or receivership/administration:

8.2.1 Companies that went into creditors’ voluntary liquidation and creditors lost money as aresult of liquidation:

Bluesky Corporate Finance Limited – liquidation completed 18 February 2016 – a dividendof 0.21772 pence in the pound was paid to unsecured creditors

8.3 Ian Mattioli has been a director of the following companies which have been placed into liquidationor receivership/administration:

8.3.1 Companies that went into receivership:

M W Trustees Limited – this company is the professional trustee for a number of pensionschemes and thereby a co-owner of the commercial property assets within those schemes.Whilst Ian Mattioli has been a director some of these pension schemes have had receiversappointed by a lender to the property assets in order that action could be agreed in respectof that specific property. A receiver manager has not been appointed by MW TrusteesLimited.

8.4 Anthony Ford has been a director of the following companies which have been placed into liquidationor receivership/administration:

8.4.1 Companies that went into creditors’ voluntary liquidation and creditors lost money as aresult of liquidation:

Campbell Woolley LLP – administration completed on 16 June 2016. The estimateddeficiency to investors and creditors was £1,360,506. Anthony Ford had provided apersonal guarantee in respect of a liability in respect of which payments totalling £520,000have been made in full and final settlement of the guaranteed obligations.

Axiom Financial Services Limited – liquidation completed in 1997. The estimated deficiencyto investors and creditors was £45,000.

8.4.2 Administration ongoing:

EZI Collections Limited – administration commenced 9 June 2016. The estimateddeficiency to investors and creditors was £2,019,000. Anthony Ford had provided apersonal guarantee in respect of a liability of £133,000 in respect of which paymentstotalling £33,000 have been made to date.

8.5 Anthony Ford has been the subject of a reprimand from the Institute of Chartered Accountants inEngland and Wales in 1992 in relation to his acting as auditor of Axiom Financial Services Limitedwhich was a connected company and in respect of the payment of a dividend to shareholders whichresulted in negative reserves of £77.

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8.6 Save as disclosed in this document, none of the Directors has or has had any interest in transactionseffected by the Company since its incorporation which are or were unusual in their nature or conditionsor which are or were significant to the business of the Company.

8.7 Each of the Directors has given an undertaking not to dispose of any of their Ordinary Shares, savein certain specified circumstances, for the period of 12 months from the date of Admission.

8.8 No loans made or guarantees granted or provided by the Company or any Company in the Group toor for the benefit of any Director are outstanding save as described in paragraph 14.9 of this Part IV.

9. SIGNIFICANT SHAREHOLDERS9.1 The Company is only aware of the following persons who, at the date of this document and

immediately following Admission, represent an interest (within the meaning of DTR Chapter 5) directlyor indirectly, jointly or severally in three per cent. or more of the Company’s issued share capital orcould exercise control over the Company:

At the date ofthis document Following AdmissionNo. of % of No. of % of

Ordinary Issued Ordinary EnlargedName Shares Share Capital Shares Share Capital

Anthony Ford 19,937,978* 49.84* 8,442,105 20.00John Rigby 13,517,203 33.79 8,442,105 20.00Miton Asset Management – – 4,210,527 9.98Simon Daniels 3,379,310 8.45 3,379,310 8.01Hargreave Hale – – 3,157,896 7.48Matthew Clancy 1,689,655 4.22 1,689,655 4.00Schroder Investment Management – – 1,578,948 3.74AXA Investment Management – – 1,578,948 3.74Henderson Global Investors – – 1,315,790 3.12

*The interests of Anthony Ford are deemed to include those of his wife Elizabeth Ford in 9,968,989 ordinary shares of £0.01,included within the Sale Shares.

9.2 None of the Directors, Senior Managers nor any persons named in sub-paragraph 9.1 above hasvoting rights which are different to any other holder of Ordinary Shares.

9.3 The Company understands that, pursuant to the relevant definition contained within the TakeoverCode, the Panel considers the following Shareholders to be acting in concert (the Concert Party)for the purposes of the Takeover Code:

Maximum numberof Ordinary Shares

Maximum number held in the eventof Ordinary Shares that all sharescapable of being capable of being

Ordinary Shares issued pursuant to issued pursuantheld immediately the Option Plan to the Option

Name following Admission (as at Admission) Plan are issued

Anthony Ford 8,442,105 – 8,442,105John Rigby 8,442,105 – 8,442,105Andrew Melbourne 675,854 217,020 892,874Simon Daniels 3,379,310 – 3,379,310Matthew Clancy 1,689,655 – 1,689,655Stuart Lees 800,000 – 800,000

Immediately following Admission, the Concert Party will be interested in, in aggregate, 23,429,029issued Ordinary Shares representing approximately 55.5 per cent., of the Enlarged Ordinary ShareCapital.

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On the basis that all 217,020 Ordinary Shares are issued pursuant to the Option Plan and assumingno other shares had been issued, the total holding of the Concert Party will be 23,646,049 sharesrepresenting 56.0 per cent., of the Enlarged Ordinary Share Capital following the issue of the OptionPlan shares.

10. EMPLOYEES10.1 The number of employees employed in the Group for each of the last three financial years was as

follows:

Year ending Year ending Year ending Period ending31 May 2014 31 May 2015 31 May 2016 30 November 2016

53 58 74 87

none of which were employed on a temporary basis. Some sales staff work from home but themajority are based at the Company’s Head Office in Bolton.

11. OPTION PLAN11.1 Introduction

A summary of the main features of the Option Plan is set out below. The Option Plan will be operatedby the Remuneration Committee and allows the grant of Options to certain members of seniormanagement.

11.2 EligibilityThe Remuneration Committee has the discretion, under the Option Plan, to grant Options to selectedexecutive Directors and key employees of the Group (the Participants).

11.3 Award of Options11.3.1 Save in respect of the Options to be granted on Admission, Options will normally be

granted in the 42 day period following the announcement of the Company’s interim or finalresults. In circumstances deemed exceptional by the Remuneration Committee, Optionsmay be granted outside this period. An Option will be personal to a Participant and, excepton the death of a Participant, may not be transferred.

11.3.2 No Option may be granted later than 10 years after the date on which the Option Plan isadopted.

11.4 Exercise PriceThe exercise price payable per Ordinary Share under Option shall be determined by the RemunerationCommittee but shall not be less than the market value of the Ordinary Shares at the date of grant.The exercise price applying to the Options granted on Admission will be the Placing Price.

11.5 Share capital limit11.5.1 The Option Plan contains a limit on the number of new Ordinary Shares which can be

issued as a result of the exercise of Options. The limit provides that no more than 10 percent. of issued ordinary share capital of the Company, from time to time, should be issuedor issuable under all employee share plans operated by the Group in any rolling 10 yearperiod.

11.5.2 Options which have lapsed or been renounced are disregarded for the purposes of thislimit. The issue or transfer of treasury shares shall be disregarded for the purposes of theselimits if, in future, guidelines published by the Investment Association change to permitsuch shares to be disregarded.

11.6 Performance conditions11.6.1 Performance targets may be applied, as a condition of exercise of the Options, at the

discretion of the Remuneration Committee, as appropriate. In respect of the initial awardsof Options made on Admission, 50 per cent. of any award will vest dependent on the

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achievement of an adjusted earnings per share target and 50 per cent. will vest dependenton achievement of a market based total shareholder return target.

11.6.2 If an event occurs which means that a performance target applying to an Option is nolonger appropriate, the performance target may be amended or waived if reasonable inthe circumstances and as long as it is not materially less difficult to satisfy than the originaltarget.

11.7 Vesting of options11.7.1 Options will normally become exercisable (subject to the satisfaction of any performance

targets and continuing employment) three years after the date of grant.

11.7.2 The exercise of options will be restricted so as to ensure that no Option may be exercisedby a member of the Concert Party unless that has been cleared by the Panel.

11.8 Cessation of employmentOptions will lapse on cessation of employment. The exception to this is where cessation is in specifiedcircumstances, including death, ill-health or disability (as evidenced to the satisfaction of theRemuneration Committee) or otherwise at the discretion of the Remuneration Committee. In suchcircumstances, the Remuneration Committee may determine that the Option will:

11.8.1 continue to vest in accordance with the Option Plan; or

11.8.2 vest as at the date of cessation to the extent to which the relevant performance targets(if any) have been satisfied as at that date,

provided that, in either case, (except in the case of death) the Award is reduced on pro rata basis toreflect the period of time elapsed between the date of the Award and the cessation of employment.

11.9 Takeover or reconstruction11.9.1 In the event of a change of control, reconstruction or voluntary winding-up of the Company

(unless participants choose to exchange their Options for options over shares in theacquiring company):

(a) Options granted at Admission will, regardless of performance targets, to the extentunvested, vest in full; and

(b) Options granted after Admission will, to the extent unvested, vest on a proportionalbasis, with the proportion determined by the Remuneration Committee taking intoaccount such factors, including the extent to which any performance targets havebeen met, as it considers relevant and pro-rated to reflect the time that has elapsedsince the date of grant of the Option to the date of the change of control.

An internal reorganisation does not rank as a change of control for these purposes.

11.9.2 In the event of a demerger, delisting, distribution or other transaction involving the Companywhich affects the current or future value of an Option, the Remuneration Committee hasthe discretion to allow a proportion of each outstanding Option to vest on or before theevent.

11.10 TaxationThe Option Plan is intended to operate as Enterprise Management Incentives (EMI) to allow theCompany and Participants to benefit from the tax reliefs potentially available pursuant to Schedule 5,Income Tax (Earnings and Pensions) Act 2003. Where, for reasons of lack of eligibility under thelegislation, the Remuneration Committee cannot grant Options which confer EMI reliefs, Options willbe granted as non-tax approved options, which are subject to income tax and national insurance(employers and employees) on exercise. Whilst the Remuneration Committee has the ability, underthe Option Plan, to transfer any employer’s national insurance liability arising on the exercise of anOption to the relevant Participant, it does not intend to exercise this discretion in respect of the Optionsgranted at Admission.

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11.11 Variation in share capitalIn the event of a rights issue, capitalisation issue or other event affecting the share capital of theCompany, the Remuneration Committee may make such adjustments to the number of shares (or theterms applying to such shares) comprised in subsisting Options as it thinks appropriate.

11.12 Amendments11.12.1 The Option Plan may be amended at any time by the Remuneration Committee, provided

that, without the prior approval of the Company in general meeting, no amendments maybe made to the material advantage of Participants in respect of provisions relating toeligibility, the terms of Awards, share capital limits, maximum entitlements and the basisfor determining and adjusting a Participant’s entitlement in the event of a variation of theCompany’s share capital.

11.12.2 The requirement to obtain the prior approval of the Company in general meeting will notapply in relation to any amendment which is of a minor administrative nature, is made toobtain or to comply with the provisions of any existing or proposed legislation, or to obtainor maintain favourable taxation, exchange control or regulatory treatment.

11.13 BenefitsBenefits received under the Option Plan will not be pensionable.

11.14 TerminationThe Remuneration Committee may terminate the Option Plan at any time and no Options may begranted under Option Plan after the tenth anniversary of its adoption.

12. SHARESAVE PLAN12.1 Introduction

A summary of the main features of the Sharesave Plan is set out below. The Sharesave Plan will beoperated by the Remuneration Committee and allows the grant of options to UK based employeesof the Company or other participating subsidiaries (the SAYE Options).

12.2 EligibilityAny UK based employee (including any full-time director) of the Company, or other participatingsubsidiary, who has been employed, at a relevant grant date, for a qualifying period of such length asthe Remuneration Committee may determine from time to time (but not exceeding five years) andany other employee who is nominated by the Remuneration Committee is eligible to participate(the Participant).

12.3 Issue of Invitations12.3.1 Invitations to apply for SAYE Options will normally be issued within a period of 42 days

beginning with the dealing day following the announcement of the Company’s interim orfinal results. In circumstances deemed exceptional by the Remuneration Committee, SAYEOptions may be granted outside this period. A SAYE Option will be personal to a Participantand, except on death of a Participant, may not be transferred.

12.3.2 No SAYE Option may be granted later than 10 years after the date on which the SharesavePlan is adopted.

12.4 Exercise PriceThe exercise price payable per Ordinary Share under SAYE Option shall be determined by theRemuneration Committee before SAYE Options are granted on any occasion. The exercise pricemust not be less than the higher of 80 per cent. of the market value of an Ordinary Share wheninvitations are issued to eligible employees and, in the case of SAYE Options to subscribe for newOrdinary Shares, the nominal value of an Ordinary Share.

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12.5 Monthly SavingsAny eligible employee who applies for a SAYE Option must enter into an HMRC approved “save asyou earn” contract (the Savings Contract). The employee agrees to enter into a Savings Contractfor a period of three or five years and to make monthly savings contributions of a fixed amount,currently of not less than £5 nor more than £500, over three or five years. Upon expiry of the SavingsContract, the Participant may (depending upon the interest rate (if any) set by HMRC, which appliesat the relevant time) be entitled to receive a tax-free bonus in addition to repayment of the savingscontributions. The Participant may elect to apply the proceeds of the Savings Contract to exercisethe SAYE Option and acquire Ordinary Shares. Alternatively, the Participant may choose to withdrawthe proceeds of the Savings Contract.

12.6 Exercise of SAYE OptionsSAYE Options will normally be exercisable only during the period of six months following the maturityof the related Savings Contract.

12.7 Share capital limit12.7.1 The Sharesave Plan contains a limit on the number of new Ordinary Shares which can be

issued as a result of the exercise of SAYE Options. The limit provides that no more than10 per cent. of the issued ordinary share capital of the Company, from time to time, shouldbe issued or issuable under all employee plans operated by the Group in any rolling 10 yearperiod.

12.7.2 Options which have lapsed or been renounced are disregarded for the purposes of thislimit. The issue or transfer of treasury shares shall be disregarded for the purposes of theselimits if, in future, guidelines published by the Investment Association change to permitsuch shares to be disregarded.

12.8 Cessation of employment12.8.1 SAYE Options will lapse on cessation of employment. Early exercise is permitted following

death or cessation of employment by reason of injury, disability, redundancy, retirement orwhere the Participant’s employer ceases to be a part of the Group, or in any othercircumstances for SAYE Options held for more than three years.

12.8.2 In such cases, SAYE Options may be exercised within six months of leaving, to the extentthat the funds then available in the Participant’s Savings Contract permit. In the case ofdeath, personal representatives may exercise the deceased Participant’s SAYE Optionwithin twelve months of the date of death.

12.9 Takeover or reconstructionEarly exercise of SAYE Options is permitted in the event of a takeover, reconstruction or voluntarywinding-up of the Company. Alternatively, by agreement with the acquiring company, Participantsmay, as specified in the rules of the Sharesave Plan, release their SAYE Options in consideration ofthe grant of SAYE Options over shares in the acquiring company.

12.10 Taxation12.10.1 The Sharesave Plan is intended to operate as a tax-advantaged plan to allow the Company

and Participants to benefit from the tax reliefs potentially available pursuant to Schedule 3of the Income Tax (Earnings and Pensions) Act 2003. There is no income tax liability onthe grant of the SAYE Option. Any savings bonus or, if the Savings Contract is terminatedearly, any interest payable, is not subject to tax.

12.10.2 There is no income tax liability on the exercise of a SAYE Option if the date of exercise isat least three years after the grant date. National insurance contributions are not payable,provided that the Sharesave Plan retains its tax-advantaged status.

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12.11 Variation in share capitalIn the event of a rights issue, capitalisation issue or other event affecting the share capital of theCompany, the Remuneration Committee may make such adjustments to the number of shares (or theterms applying to such shares) comprised in subsisting options as it thinks appropriate.

12.12 AmendmentsThe Sharesave Plan may be amended at any time by the Remuneration Committee, provided that,without the prior approval of the Company in general meeting, no amendments may be made to thematerial advantage of the Participants in respect of provisions relating to eligibility, share capital limits,maximum entitlements and the basis for determining and adjusting a Participant’s entitlement in theevent of a variation of the Company’s share capital.

12.13 The requirement to obtain the prior approval of the Company in general meeting will not apply inrelation to any amendment which is of a minor administrative nature, is made to obtain or to complywith the provisions of any existing or proposed legislation, or to obtain or maintain favourable taxation,exchange control or regulatory treatment.

12.14 BenefitsBenefits received under the Sharesave Plan will not be pensionable.

12.15 TerminationThe Remuneration Committee may terminate the Sharesave Plan at any time and no invitations toapply for SAYE Options may be issued after the tenth anniversary of its adoption.

13. MATERIAL CONTRACTSIn addition to those documents referred to in paragraph 14 of this Part IV, the following contracts, not beingcontracts entered into in the ordinary course of business, have been entered into by the Company or itssubsidiaries within the period of two years immediately preceding the date of this document or were enteredinto prior to this but contain provisions which are, or may be, material:

13.1 Placing AgreementThe Placing Agreement dated 5 April 2017 between the Company, the Directors, the SellingShareholders, the Minority Shareholders and finnCap whereby finnCap was appointed as agent ofthe Company to use its reasonable endeavours to procure subscribers for the Placing Shares at thePlacing Price. Pursuant to the Placing Agreement, the Company and its Directors have given certainwarranties to finnCap regarding, inter alia, the accuracy of information in this Admission Documentand the Selling Shareholders have given certain warranties on a several basis as to their title to theSale Shares. The Placing is not underwritten. The Placing Agreement is conditional, inter alia, onAdmission taking place by 8.00 a.m. on 11 April 2017 or such later date as may be agreed by theCompany and finnCap (but no later than 28 April 2017) and the Company and its Directors complyingwith certain obligations under the Placing Agreement. Under the Placing Agreement, the Companyhas agreed to pay to finnCap a corporate finance fee in consideration of the corporate finance advisoryservices provided as well as a commission based on the aggregate value of the New Shares at thePlacing Price, together with all costs and expenses and VAT thereon, where appropriate. In addition,the Selling Shareholders have each agreed to pay finnCap a commission based on the value of theirSale Shares at the Placing Price. In certain customary circumstances finnCap is entitled to terminatethe Placing Agreement prior to Admission.

13.2 Nominated Adviser and Broker AgreementA Nominated Adviser and Broker Agreement dated 5 April 2017 between the Company and finnCappursuant to which the Company has appointed finnCap to act as its nominated adviser and brokerfor the purposes of the AIM Rules for Companies. The Company has agreed to pay an annual advisoryfee for the provision of nominated adviser and broker services. The agreement contains certainundertakings by the Company and indemnities given by the Company in respect of, inter alia,compliance with all applicable regulations. The agreement continues for a minimum period of12 months and is subject to termination, inter alia, by either the Company or finnCap on the giving ofnot less than three months’ prior written notice.

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13.3 Relationship AgreementThe Company has entered into a Relationship Agreement dated 5 April 2017 with Anthony Ford,John Rigby (the Significant Shareholders) and finnCap to regulate aspects of the continuingrelationship between the Group and the Significant Shareholders. Each Significant Shareholderundertakes to use his voting rights (and procure that his associates use their voting rights) to ensurethat the Group is capable at all times of carrying on its business independently of the SignificantShareholders and that future transactions between the Group and the Significant Shareholders areon an arm’s length basis and on normal commercial terms. The Significant Shareholders also eachundertake not to take any action that would prevent the Group from complying with any applicablelaws including AIM Rule 13 (related party transactions). The Relationship Agreement will terminatewith immediate effect in certain circumstances including but not limited to a) if the Ordinary Sharescease to be admitted to trading on AIM and b) if the interest of each of the Significant Shareholdersin voting rights falls below 15 per cent. and in aggregate the interest of the Significant Shareholdersin voting rights falls below 30 per cent. Additionally, for so long as each of the Significant Shareholdersretains an interest in 15 per cent. or more of the voting rights they will have the right to appoint adirector of the Company (if they are not themselves on the Board).

13.4 Lock-in AgreementsEach of the Directors and each person who was a holder of Ordinary Shares prior to Admission andwho will remain so after Admission has undertaken by an agreement dated 5 April 2017 to theCompany and finnCap that they will not dispose of any interest in Ordinary Shares held by them atany time prior to the first anniversary of Admission (or the second anniversary of Admission in thecase of Anthony Ford and the third anniversary of Admission in the case of John Rigby), (each suchperiod a Lock-in Period) save in certain limited circumstances (including but not limited to a transferto executors on death, in acceptance of an offer for the entire issued share capital of the Company,and pursuant to a court order).

Each such person has further undertaken to the Company and finnCap that (subject to the samelimited exceptions referred to above) they will not dispose of any interest in Ordinary Shares held bythem at any time during the period commencing on the expiry of their applicable Lock-in Period andending on the first anniversary thereof, otherwise than through the Company’s broker from time totime.

13.5 Bank facilitiesOn or around 27 March 2015, the Company entered into a Loan Facility Agreement with The RoyalBank of Scotland plc (RBS) in respect of a loan facility of £250,000 to be made available to the Group(2015 Facility). Interest is payable on amounts drawn down at the rate of 3.5 per cent. per annumabove RBS’s base rate. The facility is for a period of 3 years repayable in monthly instalments. Allamounts become immediately repayable at the discretion of RBS in the event of a flotation, changeof control or sale of substantially all of the assets of the Group but RBS has agreed not to exerciseits discretion on Admission or resulting change of control of the Company.

On or around 11 January 2013 the Company entered into a Loan Facility Agreement with RBS inrespect of a refinance of its historic borrowings in the sum of £950,084 to be available to the Group(2013 Facility). Interest is payable on amounts drawn down at the rate of 3 per cent. per annumabove the London Inter Bank offered rate together with certain mandatory costs. The 2013 Facility isrepayable in 80 monthly instalments from March 2013. All amounts become immediately repayableat the discretion of RBS in the event of a flotation, change of control or sale of substantially all of theassets of the Group but RBS has agreed not to exercise its discretion on Admission or resultingchange of control of the Company.

Certain securities in favour of RBS (which related to historic loan facilities provided by the Bank to theGroup) were relied upon as security for the 2015 Facility and the 2013 Facility. These compriseddebentures granted by the Company, and debentures granted by each of Knightsbridge, KBSCorporate and KBS Corporate Finance. In addition a new cross guarantee, limited to approximately£906,000, was entered into by the Group companies in 2015 to replace the existing cross guaranteearrangements.

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13.6 Gateley arrangementsOn 1 March 2013 KBS Corporate and Knightsbridge entered into an arrangement with Gateley inrelation to the provision of legal services to clients of the Group. In consideration of fixed fee scalesbeing agreed, Gateley has exclusivity in respect of the services specifically set out in the scope ofworks in relation to clients of Knightsbridge and KBS Corporate. Notwithstanding this, thearrangement is subject to any client agreeing to instruct Gateley for these services. This arrangementwill continue until terminated by either party on six months’ notice.

The arrangement provides for an “inclusive fee” arrangement where Gateley’s fees are included in thefees quoted by the Group to its client to complete a transaction. This arrangement and the fee scalewas varied in practice (and updated in 2015), to include KBS Corporate Finance, but on a non-exclusive basis. The variation was recorded in a letter of variation dated 14 March 2017.

13.7 Input Squared contractKBS Corporate entered into a software development and IT services agreement (SDIT) with InputSquared Limited (IS) on 3 March 2017. The SDIT addressed (i) the assignment of all intellectualproperty in software that was previously developed by IS, including the CRM system; (ii) theassignment of all future intellectual property rights developed by IS in the future; (iii) the developmentof software, including software being developed at the date of the agreement; (iv) the support of thedeveloped software and (v) the web hosting services provided by IS through a third party hostingprovider.

Since IS is providing hosting and support services under the SDIT there are data processingobligations on IS, which are consistent with the requirements of the GDPR. The SDIT can beterminated by KBS Corporate on 30 days’ written notice.

13.8 Digital Next contractKBS Corporate has entered into an intellectual property assignment with Digital Next dated15 March 2017. Under the agreement Digital Next assigns all its rights in the online valuation portals(referred to as CVS) (including source and object codes) at www.company-valuation-services.co.ukand www.kbscorporate.com to KBS Corporate. Digital Next has also waived or obtained waiversfrom the relevant developers of the moral rights in the copyright in the software.

13.9 Evolvin IP licenceKnightsbridge contracted with Evolvin Limited on 20 May 2013 to create a website for them(the Knightsbridge Website Work Order). Under the Knightsbridge Website Work Order, EvolvinLimited will provide Knightsbridge with a website design and build. Knightsbridge also pays an annualfee for website hosting. Evolvin Limited retains all intellectual property in the website design but Evolvincan only terminate the agreement for a breach by Knightsbridge, non-payment or for an insolvencyrelated event. Knightsbridge has confirmed that all payments are up-to-date. Knightsbridge mayterminate the contract by giving at least 30 days’ written notice to expire on the completion of anystage of work (such as the end of the current year of hosting services paid for).

13.10 Bring Digital agreementKBS Corporate has entered into a hosting agreement with Bring Digital Limited (Bring Digital) dated13 March 2017 for a term of 12 months. The agreement relates to the provision of hosting servicesto the websites at www.company-valuation-services.co.uk and www.kbscorporate.com. Bring Digitalsub-contracts the hosting to UK Fast and has its own dedicated server with UK Fast. Under thehosting agreement, Bring Digital is required to ensure that daily incremental and full weekly back-upsof all data are carried out. The hosting agreement also includes data processing clauses that BringDigital must comply with, which are consistent with the requirements of the GDPR.

13.11 Ciconi data processing agreementKBS Corporate has entered into a data processing agreement with Ciconi Limited (Ciconi) dated15 March 2017. Ciconi provides marketing services to the Group using the Group’s data. The dataprocessing agreement governs how Ciconi uses that data (to the extent that it is personal data) toensure that personal data is only used in accordance with KBS Corporate’s lawful instructions andCiconi must implement training and security measures to protect the personal data. The terms are

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consistent with the requirements of the GDPR. KBS Corporate has entered into the data processingagreement for the benefit of the whole Group and the obligations on Ciconi extends to all personaldata supplied to it by a member of the Group.

13.12 Investment agreementAn investment agreement was entered into on 5 April 2016 (as varied by a deed dated 27 May 2016)(Investment Agreement) and made between the Company and its shareholders, regulated therelationship between the Company and the shareholders of the Company from time to time. TheInvestment Agreement contained founder consent and information rights in favour of Anthony Fordand John Rigby and restrictive covenants for the benefit of shareholders and the Company. On 5 April2017, a deed of termination was entered into between the Company, Anthony Ford, Elizabeth Ford,John Rigby, Simon Daniels, Matthew Clancy, Andrew Melbourne and Stuart Lees terminating theInvestment Agreement, conditional on Admission.

14. RELATED PARTY TRANSACTIONS14.1 Triskell LLP relationship

Triskell has historically provided corporate finance advisory services to the Company. Its membersare Anthony Ford, Elizabeth Ford, Joanne Higson and David Gardner and it is controlled by AnthonyFord. The arrangement involved providing consultants to KBS Corporate Finance via KBS CF. As partof this arrangement Triskell provided associated office, accommodation, support, research andgeneral services as well as sourcing appropriate consultants to deliver the transaction managementservices for KBS CF and KBS Corporate Finance. Triskell also supervised the corporate finance workdone by KBS Corporate Finance and referred corporate finance lead advisory work to KBS CorporateFinance or the Company. It has been determined to bring this arrangement to an end and for KBSCorporate Finance to acquire the goodwill and assets of Triskell and for Triskell to be dissolved.

By an agreement dated 8 March 2017 KBS Corporate Finance acquired the business, goodwill andassets of Triskell for the sum of £1,100,000. The consideration remains outstanding on an unsecuredloan account which is repayable on demand and bears interest at the rate of 3 per cent. per annum.The parties intend that this loan will be repaid out of the proceeds of the New Shares attributable tothe Placing. The current expectation is that the dissolution of Triskell will be carried out on a solventbasis and that Anthony Ford and Elizabeth Ford would be entitled in aggregate to 90 per cent. of theavailable funds, with the remaining 10 per cent. being distributed to David Gardner and JoanneHigson. David Gardner is now a direct employee of KBS Corporate Finance.

14.2 Signia Corporate FinanceSignia Corporate Finance Limited is indirectly controlled and owned by Stuart Lees, a shareholderand non-executive director of the Company, and his family. It was engaged to carry out the valuationof Triskell in connection with the acquisition referred to in 14.1 above and was paid a fee of £5,000plus VAT.

14.3 Director loanA series of loans were made by the Company to Anthony Ford in the aggregate sum of £1,500,000over a period from June 2015 to January 2017. The terms of these loans were that they were interestfree, unsecured and repayable on demand. The loans were repaid in full in cash on 23 February 2017.

14.4 KBS CF LLP consultancy arrangementsKBS CF historically provided consultancy services to the Group. The members of KBS CF are AnthonyFord, John Rigby, Matthew Clancy, Andrew Melbourne, Simon Daniels, Julian Coy and John Hunt.KBS CF has been providing the services of two of its members, Julian Coy and John Hunt, to provideconsultancy and transaction management services to the Group.

It has been decided to bring this consultancy relationship to an end and for KBS CF to be dissolvedand a deed of termination dated 17 March 2017 has been entered into in respect of the memorandumof understanding between KBS CF and KBS Corporate Finance. Julian Coy is now a direct employeeof KBS Corporate Finance.

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14.5 Stuart Lees consultancy arrangementsThe Company and KBS Corporate Finance each entered into a consultancy agreement with StuartLees in addition to his letter of appointment as a non-executive director. Under the terms of theconsultancy agreement dated 4 April 2016 Stuart Lees was to provide services to the Group for ninedays in any rolling period of 3 months. The Company and KBS Corporate Finance were to be bearthe cost according to the proportion of services each has been provided. The arrangement has beenterminated by the parties by deed dated 5 April 2017 conditional upon Admission.

14.6 Leases of the Company’s Head Office from K3 Estates LLPThe designated members of K3 Estates LLP are Anthony Ford, Elizabeth Ford, John Rigby, AndrewMelbourne, Simon Daniels and Matthew Clancy. Anthony Ford controls K3 Estates LLP which is thelandlord of the Group in respect of its premises in Bolton. The Head Office comprises an office buildingarranged on three floors referred to as KBS House or Unit 5, Springfield Court, Summerfield Road,Bolton which was constructed shortly after 2006. The major part of this building comprising theground floor, part of the first floor and part of the second floor is let to KBS Corporate by a leasedated 18 November 2016. The lease includes the right to use 36 car parking spaces in the adjacentcar park designated by the landlord from time to time.

The lease is for a term of ten (10) years computed from 30 September 2016. There is a rent freeperiod until 30 March 2017 and thereafter until 30 September 2018 an annual rent of £78,858 andthereafter an annual rent of £109,525 subject to an upwards only open market rent review on30 September 2021 (that is to say, half way through the lease). The rent review is on standard marketterms.

That part of the first floor of the building not let to KBS Corporate is let to Knightsbridge by a lease ofthe same date and on the same terms as that summarised above, with the exception that the annualrent from 30 March 2017 to 29 September is £9684 and thereafter until the review date on30 September 2021 the annual rent of £13,450 and the car parking spaces allocated total 4.

That part of the second floor of the building not let to KBS Corporate is let to KBS Corporate Financeby a lease of the same date and on the same terms as that summarised above, with the exceptionthat the annual rent from 30 March 2017 to 29 September is £10,458 and thereafter until the reviewdate on 30 September 2021 the annual rent of £14,525 and the car parking spaces allocated total 5.

14.7 Service agreement with K3 Estates LLPBy agreement dated 5 April 2017 and made between K3 Estates LLP and the Company, theCompany agreed to pay a fee to K3 Estates LLP in consideration of the employees, agents,contractors and consultants (Employees) of the Company and its Group who from time to time aretenants of, or otherwise in occupation at, Springfield Court benefitting from a 10 per cent. discountat the café or restaurant which is to be located in the vicinity of the Head Office under a lease fromK3 Estates LLP to a third party restaurant operator.

The fee is a fixed price of £25 per Employee per quarter (subject to annual increases in line with RPI).The aggregate fee is expected to be approximately £10,000 per annum until the agreement isterminated.

14.8 Loans to related partiesK3 Estates LLPThe Company provided cash loans to K3 Estates LLP in several tranches to assist with cash-flow inconnection with the fit out of the Head Office during the period April 2016 to February 2017. Eachloan was interest free, unsecured and repayable on demand. The entire balance of £250,000 wasrepaid in full on 14 February 2017.

KBS CFThere was a balance of approximately £30,000 outstanding as at 23 February 2017 arising in respectof payments made by KBS Corporate Finance to KBS CF either on account of anticipated invoicesfor consultancy services provided by KBS CF to KBS Corporate Finance pursuant to thearrangements described in 14.4 above or in relation to minor overpayments in respect of invoices.The outstanding overpaid balance was repaid to KBS Corporate Finance on 4 April 2017.

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14.9 GuaranteeThe Company has given a guarantee in respect of a contract between KBS CF and Leaseplan UKLimited in relation to the supply of a motor vehicle provided by KBS CF to Anthony Ford.Theoutstanding balance at the date of this document is approximately £16,500. It is proposed that thecontract with Leaseplan UK Limited be novated to KBS Corporate Finance following Admission.

14.10 Settlement agreementsEach of Elizabeth Ford (wife of Anthony Ford) and Zoe Rigby (wife of John Rigby) has historically beenemployed by KBS Corporate to provide administrative support services and each of them hasreceived a salary in respect of the services provided. Both their service contracts terminatedconditional upon Admission pursuant to settlement agreements dated 17 March 2017 and neitherreceived any payment in respect of the termination of their employment.

Gemma Louise Cowley-Burgess (Anthony Ford’s daughter) has been engaged as a consultant toKBS Corporate for a nine month period. This arrangement was terminated in writing on31 March 2017 by agreement between the parties with no payment made.

15. LITIGATIONThere are no governmental, legal or arbitration proceedings (including any such proceedings which arepending or threatened) of which the Company is aware, which may have or have had during the 12 monthsimmediately preceding the date of this document a significant effect on the financial position or profitabilityof the Company or the Group.

16. WORKING CAPITALIn the opinion of the Directors, having made due and careful enquiry, the working capital available to theGroup will be sufficient for its present requirements, that is, for at least the next 12 months from the date ofAdmission.

17. TAXATIONThe following paragraphs are intended as a general guide only for shareholders who are resident in theUnited Kingdom for tax purposes, holding Ordinary Shares as investments and not as securities to berealised in the course of a trade, and are based on current legislation and HMRC published practice. Suchlaw and practice (including, without limitation, rates of tax) is in principle subject to change at any time (andin certain circumstances with retrospective effect). Additional tax issues may exist in respect of whom theOrdinary Shares are considered employment related securities. Any person who is in any doubt about histax position, or who is subject to taxation in a jurisdiction other than the UK, should consult his ownprofessional adviser immediately.

17.1 Taxation of dividendsUnder current UK legislation, no tax is withheld from dividend payments by the Company. TheCompany assumes no obligation to withhold UK tax at source from dividend payments.

With effect from 6 April 2016, the taxation of UK dividends has changed so that the following ruleswill apply to UK resident individuals from the 2016/17 tax year.

No tax will be withheld on the payment of a dividend and there will be no tax credit. Shareholders willbe taxed on the amount of dividends actually received. The first £5,000 (proposed to fall to £2,000from 2018/19) of dividend income received by an individual in any tax year will be entirely exemptfrom UK income tax. The rates of tax payable over and above this will be 7.5 per cent. for basic ratetaxpayers, 32.5 per cent. for higher rate taxpayers and 38.1 per cent. for additional rate taxpayers.

UK resident corporate Shareholders and pension funds will not normally be liable to UK taxation onany dividend received.

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17.2 Capital GainsShareholders who are resident for tax purposes in the United Kingdom may be liable to UK taxationon chargeable gains on a disposal of Ordinary Shares, depending upon their individual circumstancesand subject to any available exemption or relief.

A Shareholder who is not resident for tax purposes in the United Kingdom will not be liable to UKtaxation on chargeable gains unless the Shareholder carries on a trade, profession or vocation in theUK through a branch or agency and the Ordinary Shares disposed of are, or have been, used, heldor acquired for the purposes of such trade, profession or vocation or for the purposes of such branchor agency. Such Shareholders may also be subject to tax under any law to which they are subjectoutside the United Kingdom.

United Kingdom resident individual Shareholders, depending upon their individual circumstances andany available reliefs, may be subject to capital gains tax at the prevailing rate on any disposal ofOrdinary Shares. For individuals whose total taxable income and gains after all allowable deductions(including losses, the income tax personal allowance and the capital gains tax annual exempt amount)is less than the upper limit of the basic rate income tax band (£32,000 for 2016-17), the rate of capitalgains tax will be 10 per cent. For gains (and any parts of gains) above that limit, the rate will be 20 percent. For trustees and personal representatives, the rate will typically be 20 per cent. for gains abovethe applicable capital gains tax annual exempt amount.

Where a Shareholder is within the charge to corporation tax, a disposal of Ordinary Shares may giverise to a chargeable gain (or allowable loss) for the purposes of UK corporation tax, depending onthe circumstances and subject to any available exemption or relief. Corporation tax is charged onchargeable gains at the rate applicable to that company. Indexation allowance may reduce the amountof chargeable gain that is subject to corporation tax, but may not create or increase a loss.

17.3 Inheritance TaxThe Ordinary Shares are assets situated in the United Kingdom for the purposes of UK inheritancetax. A gift of Ordinary Shares by, or the death of, an individual Shareholder may (subject to certainexemptions and reliefs) give rise to a liability to UK inheritance tax even if the Shareholder is neitherdomiciled nor deemed to be domiciled in the United Kingdom.

17.4 Stamp Duty and Stamp Duty Reserve TaxThe statements below are intended as a guide to the general UK stamp duty and stamp duty reservetax (SDRT) position and do not apply to persons such as market makers, brokers, dealers orintermediaries.

In relation to stamp duty and SDRT:

(a) The allocation and issue of the New Shares will not give rise to a liability to stamp duty or SDRT;and

(b) Following Admission, the Ordinary Shares will be eligible securities traded on a recognisedgrowth market (and not on any other recognised stock exchange) and accordingly no stampduty or SDRT will be charged on the conveyance, transfer or sale of Ordinary Shares (nor willany stamp duty or SDRT be chargeable on any transfer of Ordinary Shares effected on apaperless basis through CREST) in accordance with the Finance Act 2014. It is thereforeanticipated that the transfer of the Sale Shares, as part of the Placing and following Admission,will not be subject to stamp duty or SDRT.

If you are in any doubt as to your tax position, or are subject to tax in a jurisdiction otherthan the UK, you should consult your professional adviser. The comments set out aboveare intended only as a general guide to the current tax position in the UK at the date of thisdocument. The rates and basis of taxation can change and will be dependent on aShareholder’s personal circumstances. Neither the company nor its advisors warrant inany way the tax position outlined above, which, in any event, is subject to changes in therelevant legislation and its interpretation and application.

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18. GENERAL18.1 The gross proceeds of the Placing are expected to be £17.8 million with £2.1 million attributable to

the New Shares and with net proceeds from the New Shares expected to be approximately£1.3 million. The total costs and expenses relating to the Placing payable by the Company areestimated to be £0.8 million (excluding VAT).

18.2 The Placing Shares are not being offered generally and no applications have or will be accepted otherthan under the terms of the Placing Agreement and the Placing Letters. All the Placing Shares havebeen placed firm with placees. The Placing is not being guaranteed or underwritten by any person.

18.3 Monies received from applicants pursuant to the Placing will be held in accordance with the termsand conditions of the Placing until such time as the Placing Agreement becomes unconditional in allrespects. If the Placing Agreement does not become unconditional in all respects by 28 April 2017,application monies will be returned to the Placees at their risk without interest.

18.4 The Placing Price represents a premium over nominal value of 94 pence per Ordinary Share.

18.5 BDO LLP of 3 Hardman Street, Manchester M3 3AT, in its capacity as Reporting Accountant to theCompany, has given and not withdrawn its written consent to the inclusion in this document of itsreport set out in Section A of Part III of this document.

18.6 finnCap, which is regulated by the Financial Conduct Authority, in its capacity as Nominated Advisorand Broker to the Company has given and not withdrawn its written consent to the inclusion in thisdocument of reference to its name in the form and context in which it appears.

18.7 Gateley plc of One Eleven Edmund Street, Birmingham, B3 2HJ has given and not withdrawn itswritten consent to the inclusion in this document of reference to its name in the form and context inwhich it appears.

18.8 The percentage dilution as a result of the Placing is 5.2 per cent.

18.9 The accounting reference date of the Company is 31 May.

18.10 The Directors are unaware of any exceptional factors which have influenced the Company’s activities.

18.11 There are no patents or other intellectual property rights, licences or particular contracts which are ormay be of fundamental importance to the Company’s business save as outlined in paragraph 13 ofthis Part IV.

18.12 The Group has not made any investments since 1 May 2013 up to the date of this document, norare there any investments by the Group in progress or anticipated which are significant.

18.13 There have been no significant changes in the trading or financial position of the Group since30 November 2016, being the latest date to which the historical financial information set out inSection B of Part III has been prepared.

18.14 No person directly or indirectly (other than the Company’s professional advisers and trade suppliersor as disclosed in this document) in the last 12 months received or is contractually entitled to receive,directly or indirectly, from the Company on or after Admission (excluding in either case persons whoare professional advisers otherwise than as disclosed in this document and persons who are tradesuppliers) any payment or benefit from the Company to the value of £10,000 or more or securities inthe Company to such value at the Placing Price or entered into any contractual arrangements toreceive the same from the Company at the date of Admission.

18.15 Save in connection with the application for Admission, none of the Ordinary Shares have beenadmitted to dealings on any recognised investment exchange and no application for such admissionhas been made and it is not intended to make any other arrangements for dealings in the OrdinaryShares on any such exchange.

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18.16 Where information has been sourced from a third party this information has been accuratelyreproduced. So far as the Company and the Directors are aware and are able to ascertain frominformation provided by that third party, no facts have been omitted which would render thereproduced information inaccurate or misleading.

19. AVAILABILITY OF THIS DOCUMENTCopies of this document are available free of charge from the Company’s registered office and at the officesof finnCap at 60 New Broad Street, London, EC2M 1JJ, during normal business hours on any weekday(Saturdays and public holidays excepted) and shall remain available for at least one month after Admission.An electronic version of this document is also available to download from the company’s websitewww.k3capitalgroupplc.com.

6 April 2017

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