ADMISSION DOCUMENT - appScatter · This document is an admission document required by the rules of AIM, a market operated by the London Stock Exchange. This document does not constitute

ADMISSION DOCUMENT

TIDM: APPS

Lead Bookrunner and Joint Broker Nominated Adviser and Joint Broker

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubtabout the contents of this document or as to the action you should take, you are recommended toimmediately seek your own personal financial advice from an independent financial adviser authorised underthe Financial Services and Markets Act 2000 (as amended) who specialises in advising on the acquisition ofshares and other securities.

This document is an admission document required by the rules of AIM, a market operated by the London StockExchange. This document does not constitute an offer to the public in accordance with the provisions of Section 85 ofthe Financial Services and Markets Act 2000 (“FSMA”) as amended by the Prospectus Regulations 2005 and is not aprospectus as defined in the AIM Rules for Companies. Accordingly, this document has not been and will not beexamined or approved by the Financial Conduct Authority in accordance with such rules. Copies of this document willbe available free of charge to the public during normal business hours on any day (Saturdays, Sundays and publicholidays excepted) at the offices of Smith & Williamson, 25 Moorgate, London, EC2R 6AY for a period of one monthfrom the date of Admission (as defined below).

The Directors, whose names appear on page 5 of this document, accept responsibility, individually and collectively, forall the information contained in this document and for compliance with the AIM Rules. To the best of the knowledge andbelief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained inthis document is in accordance with the facts and does not omit anything likely to affect the import of such information.Application will be made to the London Stock Exchange for the Enlarged Share Capital of the Company to be admittedto trading on AIM (“Admission”).

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risktends to be attached than to larger or more established companies. AIM securities are not admitted to theofficial list of the United Kingdom Listing Authority (the “Official List”). A prospective investor should beaware of the risks of investing in such companies and should make the decision to invest only after carefulconsideration and, if appropriate, consultation with an independent financial adviser. Each AIM company isrequired pursuant to the AIM Rules for Companies, to have a nominated adviser. The nominated adviser isrequired to make a declaration to the London Stock Exchange on admission in the form set out in ScheduleTwo to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined orapproved the contents of this document. It is expected that Admission will take place, and dealings in theEnlarged Share Capital will commence on AIM, on 5 September 2017.

The whole of this document should be read and, in particular, your attention is drawn to the section entitled“Risk Factors” in Part III of this document.

appScatter Group plc(Incorporated and registered in England & Wales under the Companies Act 2006 with registered number 10706264 )

Placing of 13,846,154 ordinary shares of 5 pence each at 65 pence per share

Admission of Enlarged Share Capital to trading on AIM

Nominated Adviser and Joint Broker Lead Bookrunner and Joint Broker

Smith & Williamson Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the FinancialConduct Authority and is a member of the London Stock Exchange, is acting exclusively for the Company and no oneelse in connection with the proposed Admission and Placing. Smith & Williamson Corporate Finance Limited will notregard any other person as its customer or be responsible to any other person for providing the protections afforded tocustomers of Smith & Williamson Corporate Finance Limited nor for providing advice in relation to the transactions andarrangements detailed in this document for which the Company and the Directors are solely responsible. Theresponsibilities of Smith & Williamson Corporate Finance Limited as the Company’s nominated adviser and joint brokerfor the purposes of the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company,any Shareholder or any Director or to any other person in respect of his decision to acquire Ordinary Shares in reliance

on any part of this document. Smith & Williamson Corporate Finance Limited has not authorised the contents of anypart of this document and is not making any representation or warranty, express or implied, as to the contents of thisdocument and accordingly, without limiting the statutory rights of any recipient of this document, no liability whatsoeveris accepted by it for the accuracy of any information or opinions contained in this document or for the omission of anymaterial information for which it is not responsible.

Stifel Nicolaus Europe Limited, which is authorised and regulated in the United Kingdom by the Financial ConductAuthority and is a member of the London Stock Exchange, is acting exclusively for the Company and no one else inconnection with the proposed Admission and Placing. Stifel Nicolaus Europe Limited will not regard any other personas its customer or be responsible to any other person for providing the protections afforded to customers of StifelNicolaus Europe Limited nor for providing advice in relation to the transactions and arrangements detailed in thisdocument for which the Company and the Directors are solely responsible. The responsibilities of Stifel Nicolaus EuropeLimited as the Company’s lead bookrunner and joint broker are not owed to the Company, any Shareholder or anyDirector or to any other person in respect of his decision to acquire Ordinary Shares in reliance on any part of thisdocument. Stifel Nicolaus Europe Limited is not making any representation or warranty, express or implied, as to thecontents of this document and accordingly, without limiting the statutory rights of any recipient of this document, noliability is accepted by it for the accuracy of any information or opinions contained in this document or for the omissionof any material information for which it is not responsible.

This document does not constitute an offer to buy or to subscribe for, or the solicitation of an offer to buy or subscribefor, Ordinary Shares to any person in any jurisdiction in which such an offer or solicitation is unlawful. In particular theOrdinary Shares have not been, and will not be, registered under the US Securities Act of 1933 as amended (the“Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States or underthe applicable laws of any of other Restricted Jurisdiction and, may not be offered or sold within the United States orto, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act(“Regulation S”) except pursuant to an exemption from, or in a transaction not subject to, the registration requirementsof the Securities Act, or to any national, resident or citizen of other Restricted Jurisdiction. The Ordinary Shares arebeing offered and sold outside the United States in accordance with Regulation S. Neither this document nor any copyof it may be distributed directly or indirectly to any persons with addresses in the United States (or any of its territoriesor possessions), other Restricted Jurisdiction, or to any corporation, partnership or other entity created or organisedunder the laws thereof, or in any other country outside the United Kingdom where such distribution may lead to a breachof any legal or regulatory requirement.

The Ordinary Shares will, on Admission, rank in full for all dividends or other distributions hereafter declared, made orpaid in the ordinary share capital of the Company and will rank pari passu in all other respects with the existing issuedordinary shares of the Company.

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CONTENTS

PLACING STATISTICS AND EXPECTED PLACING AND ADMISSION TIMETABLE 4

DIRECTORS, SECRETARY AND ADVISERS 5

DEFINITIONS 6

GLOSSARY 9

PART I KEY INFORMATION 11

PART II INFORMATION ON THE COMPANY AND GROUP 12

PART III RISK FACTORS 23

PART IV SECTION A – ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL 34INFORMATION OF THE GROUP

SECTION B – HISTORICAL FINANCIAL INFORMATION OF THE GROUP 36

SECTION C – ACCOUNTANT’S REPORT ON THE UNAUDITED PRO 56FORMA STATEMENT OF NET ASSETS OF THE GROUP

SECTION D – UNAUDITED PRO FORMA STATEMENT OF NET ASSETS 58OF THE GROUP

PART V ADDITIONAL INFORMATION 59

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PLACING STATISTICS

Number of Existing Ordinary Shares in issue before the Placing 49,331,988

Placing Price per Ordinary Share 65 pence

Number of Placing Shares 13,846,154

Enlarged Share Capital on Admission 63,178,142

Gross proceeds of the Placing £9.0 million

Estimated net proceeds of the Placing receivable by the Company £7.8 million

Market capitalisation of the Company at the Placing Price on Admission £41.1 million

Placing Shares expressed as a percentage of the Enlarged Share Capital 21.9 per cent.

TIDM of the Ordinary Shares APPS

ISIN for the Ordinary Shares GB00BF54H884

EXPECTED PLACING AND ADMISSION TIMETABLE

Publication of this document 29 August 2017

Allotment and issue of the VCT/EIS Shares 4 September 2017

Allotment and issue of the General Placing Shares 5 September 2017

Expected date for settlement within CREST of the Placing Shares 5 September 2017

Admission effective and expected commencement of dealings in the 8.00 a.m. onEnlarged Share Capital on AIM 5 September 2017

Expected date of despatch of definitive share certificates for Placing Shares 19 September 2017(as applicable)

Notes:

(1) References to time in this document are to London (BST) time unless otherwise stated

(2) If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by anannouncement on an RIS

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DIRECTORS, SECRETARY AND ADVISERS

Directors Clive Carver, Non-executive ChairmanPhilip Marcella, Chief Executive OfficerManish Kotecha, Finance DirectorJason Hill, Sales DirectorMichael Buchen, Non-executive Director

Company Secretary William Booth

All are of the Company’s registered office below

Registered Office Salisbury HouseLondon WallLondonEC2M 5PS

Nominated Adviser and Smith & Williamson Corporate Finance LimitedJoint Broker 25 Moorgate

LondonEC2R 6AY

Lead Bookrunner and Stifel Nicolaus Europe LimitedJoint Broker 150 Cheapside

LondonEC2V 6ET

Legal Adviser to the Company Druces LLP(UK) Salisbury House

London WallLondonEC2M 5PS

Legal Adviser to the Company Yormack & Associates, P.A.(USA) 2525 Ponce de Leon, Suite 300

MiamiFlorida 33134United States of America

Legal Adviser to the Joint Fieldfisher LLPBrokers Riverbank House

2 Swan LaneLondonEC4R 3TT

Auditors and Reporting Kingston Smith LLPAccountant Devonshire House

60 Goswell RoadLondonEC1M 7AD

Registrar Computershare Investor Services PLCThe PavilionsBridgwater HouseBristolBS99 6ZY

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DEFINITIONS

“2006 Act” the Companies Act 2006

“Admission” admission of the Enlarged Share Capital to trading on AIM becomingeffective in accordance with the AIM Rules

“AIM” the AIM market of the London Stock Exchange

“AIM Rules” together, the AIM Rules for Companies and the AIM Rules forNominated Advisers

“AIM Rules for Companies” the AIM Rules for Companies which govern the admission to tradingon and the operation of AIM published by the London StockExchange, as amended from time to time

“AIM Rules for Nominated the AIM Rules for Nominated Advisers published by the London Advisers” Stock Exchange, as amended from time to time

“Articles” the articles of association of the Company, a summary of which isset out in paragraph 5 of Part V of this document

“Board” or “Directors” the board of directors of the Company, including a duly constitutedcommittee thereof, set out on page 5 of this document

“City Code” the City Code on Takeovers and Mergers

“Company” or “appScatter” appScatter Group plc, incorporated and registered in England &Wales with registered number 10706264 and, where the contextpermits, its subsidiaries; “appScatter” may also, where the contextrequires, refer to the products or services provided by the Group

“CREST” the relevant system (as defined in the CREST Regulations) for thepaperless settlement of share transfers and the holding of shares inuncertificated form in respect of which Euroclear UK & Ireland is theoperator (as defined in the CREST Regulations) in accordance withwhich securities may be held and transferred in uncertificated form

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001/3755) asamended from time to time, and any applicable rules made underthose regulations

“EIS” Enterprise Investment Scheme, a scheme from HMRC designed tohelp smaller higher-risk trading companies to raise finance by offeringa range of tax reliefs to investors who purchase new shares in thosecompanies

“Enlarged Share Capital” the issued share capital of the Company on Admission, comprisingthe Existing Ordinary Shares and the Placing Shares

“Euroclear UK & Ireland” or Euroclear UK & Ireland Limited, the Central Securities Depositary for “Euroclear” the UK market and Irish securities and the operation of CREST

“Existing Ordinary Shares” the 49,331,988 Ordinary Shares in issue immediately prior to thePlacing and Admission

“Financial Conduct Authority” or the UK Financial Conduct Authority“FCA”

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“FPO” Financial Services and Markets Act 2000 (Financial Promotion) Order2005, as amended

“FSMA” the UK Financial Services and Markets Act 2000 (as amended)

“General Placing” the conditional placing of the General Placing Shares by Stifel andSmith & Williamson pursuant to the Placing Agreement

“General Placing Shares” the 6,153,854 new Ordinary Shares to be allotted and issued by theCompany pursuant to the Placing which are not VCT/EIS Shares

“Group” the Company and its subsidiaries from time to time

“HMRC” HM Revenue and Customs

“IFRS” International Financial Reporting Standards as adopted by theEuropean Union

“Issued Share Capital” the issued share capital of the Company immediately prior to thePlacing

“London Stock Exchange” London Stock Exchange plc

“MAR” or “Market Abuse the EU Market Abuse Regulation (Regulation 596/2014)Regulation”

“Official List” the official list of the UK Listing Authority

“Ordinary Shares” or “Shares” ordinary shares of 5 pence each in the capital of the Company

“Placees” certain institutional and other investors acquiring Placing Sharespursuant to the Placing

“Placing” the conditional placing by Stifel and Smith & Williamson on behalf ofthe Company of the Placing Shares with Placees at the Placing Pricepursuant to the Placing Agreement

“Placing Agreement” the conditional agreement dated 29 August 2017 between theCompany (1); the Directors (2); Smith & Williamson (3); and Stifel (4);relating to the Placing, details of which are set out in paragraph 12.3of Part V of this document

“Placing Price” 65 pence per Placing Share

“Placing Shares” 13,846,154 new Ordinary Shares to be allotted and issued at thePlacing Price by the Company pursuant to the Placing, being theVCT/EIS Shares and the General Placing Shares

“QCA” the Quoted Companies Alliance

“QCA Corporate Governance the corporate governance guidelines for small and mid-size quotedCode” companies published by the QCA in May 2013

“Relationship Agreement” the agreement dated 24 August 2017 between the Company (1);Philip Marcella (2); and Smith & Williamson (3), details of which areset out in paragraph 12.10 of Part V of this document

“Relevant Persons” persons who are able lawfully to receive this document in theirjurisdiction

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“Restricted Jurisdiction” the Republic of Ireland, the United States, Australia, Canada, Japanand the Republic of South Africa

“Securities Act” United States Securities Act of 1933, as amended

“Shareholders” holders of Ordinary Shares from time to time

“Share Exchange” the transaction described in paragraph 12.2 of Part V of thisdocument pursuant to which the Company acquired the entireissued share capital of appScatter Limited

“Share Option Plan” has the meaning given to that term in paragraph 7.6 of Part V of thisdocument

“Smith & Williamson” Smith & Williamson Corporate Finance Limited

“Stifel” Stifel Nicolaus Europe Limited

“Takeover Panel” the Panel on Takeovers and Mergers

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland

“UK Corporate Governance the UK Corporate Governance Code (formerly the Combined Code) Code” issued from time to time by the Financial Reporting Council

“UK Listing Authority” the Financial Conduct Authority acting in its capacity as thecompetent authority for the purposes of Part V of FSMA

“US” or “United States” United States of America, its territories and possessions, any stateof the United States and the District of Columbia

“VAT” means value added tax in the UK charged at a rate of 20 per cent.on taxable good and services

“VCT” Venture Capital Trust, an entity listed on a regulated market,approved by HMRC under its scheme designed to encourageindividuals to invest indirectly in a range of small higher-risk tradingcompanies by offering a range of tax reliefs to individuals who investin the VCT

“VCT/EIS Placing” the conditional placing of the VCT/EIS Shares by Stifel and Smith &Williamson pursuant to the Placing Agreement

“VCT/EIS Shares” the 7,692,300 new Ordinary Shares to be allotted and issuedpursuant to the Placing Agreement to Placees who are VCTs or whoare seeking to benefit from EIS relief in respect of their subscription

“£” or “GBP” the lawful currency of the United Kingdom

“$” or “US$” the lawful currency of the United States

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GLOSSARY

“alternative app stores” app stores other than the Apple App Store and Google Play

“app” an application, typically a small, specialized software programdesigned to perform a specific function directly for the user, or insome cases, for another application program. Typically downloadedand installed on mobile devices

“Apple App Store” an app store developed and maintained by Apple Inc. for mobileapps on Apple Inc.’s ‘iOS’ operating system

“app store” an app store or app marketplace, being a type of digital distributionplatform for computer software, often in a mobile context

“appScatter Marketplace” or appScatter’s marketplace currently under development and “Marketplace” expected to be launched in Q4 2017

“appScatter Platform” or the Company’s B2B SaaS platform that allows clients to distribute “Platform” and manage apps on multiple app stores

“API” application programming interface, a set of subroutine definitions,protocols and tools for building application software

“ASE” app store extension

“B2B” business-to-business, referring to a situation where one businessmakes a commercial transaction with another

“beta testing” a second level pilot-test of software or other products in the final stagesof development

“developer” an individual involved in the researching, designing, programming ortesting of a software application, service or product. ‘Developer’ mayrefer to an individual involved in writing computer programs

“enterprise” refers to an organisation created for business ventures

“ERP” enterprise resource planning

“freemium” a business model whereby basic services are provided free of chargewhile more advanced features must be paid for

“Free User” an individual or business registered to use, and using, the freelyavailable features of the Platform

“Google AdWords” the online advertising service of that name developed by Google

“Google Play” Google Play (formerly Android Market) is an app store operated anddeveloped by Google

“in-app billing” in-app billing is a Google Play service that allows the sale of digitalcontent from inside apps. The service can be used to sell a widerange of content, including downloadable content such as mediafiles or photos, virtual content such as game levels or premiumservices

“Internet of Things” or “IOT” describes a range of devices other than mobile phones and tabletsthat are able to communicate using mobile technology. These

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devices include cars, domestic white goods, domestic controllers ofpower access and lighting and robotic devices

“Licensed User” describes a Free User or a Paying User of the appScatter Platform

“marketplace” describes a type of digital distribution platform for apps, of which anapp store is example

“metadata” describes a set of data that describes and gives information aboutother data

“Paying User” describes a user of the appScatter Platform that is charged for theuse of the Platform, including access to the features of the Platformnot otherwise available to Free Users

“publisher” term given for an individual or corporation responsible for thedistribution of a publication, service, product, or application.Distribution is often digital and ‘Publishers’ serve as an intermediarybetween ‘developer’ and ‘user’

“Registered User” describes persons who have registered to use the appScatterPlatform, including Licensed Users and prospective Users who haveregistered their interest in using the appScatter Platform

“SaaS” software as a service, a software licensing and delivery model inwhich software is licensed on a subscription basis whilst beingcentrally hosted and made available over the internet

“SDK” Software Developer Kit. appScatter’s SDK enables automaticselection of the correct in-app billing for each store, default accessto telemetry and metrics and customiseable telemetry and metrics

“seat” term used to describe an individual who has access to softwareunder license

“SME” term used to describe micro, small and medium sized enterprises

“Subscriber” an individual or business that purchases or becomes involved inservices provided by the Company. These customers can often be‘developers’ and ‘enterprises’

“telemetry” the process of electronic recording and transmission of informationabout objects from remote sources

“URLs” uniform resource locators, being a protocol for specifying addresseson the Internet

“User” term used for an individual or business who has registered onlinewith appScatter for the free or paid service

“usability testing” a technique used in user-focused interaction design to evaluate aproduct by testing it on users

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PART I

KEY INFORMATION

The following information is derived from, and should be read in conjunction with, the full text ofthis document and prospective investors should read the whole document and not just rely onthe key information set out below. In particular, attention is drawn to Part III of this documentwhich is entitled “Risk Factors”.

appScatter● appScatter is a B2B SaaS platform that allows clients to distribute and manage apps on multiple app

stores

● After more than three years in research and development, appScatter has been revenue generatingsince January 2017. In the five month period ended 31 May 2017, the Group had invoiced salestotalling approximately £0.7 million

● In addition to over 800 Paying Users as at 31 July 2017, appScatter had, as at that same date, over8,000 businesses and individuals, who have registered their interest in using appScatter post launchvia appScatter’s self-service web portal. The number of registrations of interest, from businessesspanning from individuals to SMEs and multinational blue chip enterprises, is currently increasing daily

● As at 31 July 2017, appScatter is tracking, on a daily basis, over 842 million app URLs from 7.2 millionapps whilst monitoring 1.7 million active app publishers

● The Directors believe that there are currently no direct competitors to appScatter that offer a similarbreadth of tools to those offered by appScatter. There are companies which offer some of the servicesprovided by appScatter but these competitors typically cover only a handful of app stores and withonly a portion of the services offered by appScatter

The Market● There are estimated to be in excess of 300 legitimate app stores worldwide

● appScatter has grouped these app stores into four main categories: Device Platforms; WirelessCarriers; Device Manufacturers; and Independents

● Whilst the Apple App Store and Google Play app stores are currently estimated to account for acombined 85 per cent. of US downloads, the Apple App Store and Google Play account for as littleas 62 per cent. of EU downloads in the top five countries (UK, Germany, France, Spain and Italy) andonly 24 per cent. of downloads in China

● Accessing more than just the most popular app stores can greatly increase market penetration forcommercial and other enterprises but requires significant effort on behalf of app developers andpublishers to register, monitor and manage each app store used and draw holistic analysis ofdownloads across multiple stores

Admission● The Company has conditionally raised £9.0 million, before expenses (£7.8 million net of expenses)

through the Placing of 13,846,154 Placing Shares at 65 pence per Placing Share

● The Placing Shares will represent approximately 21.9 per cent. of the Enlarged Share Capital onAdmission

● Following Admission, appScatter intends to launch the public version of the appScatter Platform, atwhich point the Platform will be available to all, including the app developers and publishers worldwidethat are already registered via the Platform’s self-service web portal

● The Company has received EIS/VCT advanced assurance from HMRC for up to £5 million ofinvestment

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PART II

INFORMATION ON THE COMPANY AND THE GROUP

1. IntroductionappScatter is a scalable B2B SaaS platform that allows Paying Users to distribute their apps to, and managetheir apps on, multiple app stores. Additionally, the centralised Platform enables app developers andpublishers to manage and track performance of their own and competing apps across all of the app storeson the Platform. As at 31 July 2017, appScatter had over 8,000 Registered Users and was generatingrevenue from over 800 Paying Users managing over 3,000 apps.

Following Admission, appScatter intends to launch the public version of the Platform, at which point thePlatform will be available to all app developers and publishers worldwide.

appScatter operates a freemium model through which Registered Users can choose to become payingcustomers for a monthly subscription based on the number of seats and apps under management; akin tothe pricing models of similar SaaS-based tools. In the future, appScatter expects to derive additionalrevenues from the appScatter Marketplace through the cross-sale of APIs that integrate the Platform withbest of breed workflow tools, for example, Xero, the ERP accounting software platform, to enable apppublishers to collate billing data and reconcile app revenues.

Given the volume of data within the Platform (historical and current), appScatter is also exploring ways tomonetise this data in the future, which is expected to provide additional potential future opportunities forthe Group.

2. App Store LandscapeThere are more app stores than the Apple App Store and Google Play – there are hundreds of app storesworldwide. Based upon research by WPP’s Kantar, App Annie and Talking Data, whilst the Apple App Storeand Google Play app stores are currently estimated to account for a combined 85 per cent. of USdownloads, the Apple App Store and Google Play account for as little as 62 per cent. of EU downloads inthe top five countries (UK, Germany, France, Spain and Italy) and only 24 per cent. of downloads in China.It is estimated that over 50 per cent. of all downloads are via alternative app stores.

appScatter has grouped app stores into four main categories: Operating Systems (Device Platforms); WirelessCarriers; Device Manufacturers; and Independents and smartphones have one or more app store installed –even in some relatively mature western markets for Google Play and the Apple App Store such as the UK.

3. History of appScatterPhilip Marcella is the founder and CEO of the Company. He is an experienced programmer who began hiscoding career in the mid-1980s. In 1996 he set up his first company, which became RMR Plc. Initially a webdevelopment company, RMR specialised in web conferencing. In 2000, RMR was admitted to the AIMmarket of the London Stock Exchange with a £64 million valuation.

After leaving RMR in 2002, Philip recruited and trained a team of app developers. This team went on towrite hundreds of apps, including utilities, games, children’s books and augmented reality.

In 2010, the team developed an in-house tool that enabled central management of apps and providedclients with access to consolidated sales reports from multiple app stores. This same team of app developershas been instrumental in the core design and concept of the appScatter Platform.

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In late 2013, a US company, appScatter LLC, was formed and began in-depth research and testing appson alternative app stores. Its offices were located in Boston, US, to be close to Philip Marcella’s contacts atthe Massachusetts Institute of Technology. AppScatter LLC recruited its first engineers in July 2014.

In September 2015, appScatter Limited was formed in the UK and, in May 2016, acquired appScatter LLC.

During 2016 the Platform underwent extensive beta and usability testing; appScatter formed its sales andmarketing department and, on 30 November 2016, the appScatter Platform was introduced to its peers atthe Berlin app Summit.

In August 2017, appScatter Group plc became the holding company of the Group in preparation forAdmission. appScatter Limited, now a wholly owned subsidiary of appScatter Group plc, holds all of theGroup’s intellectual property and trading activities.

4. The appScatter Platform and MarketplaceThe appScatter Platform is highly scalable and uses cloud technology. Hosted in Amazon Web Services,appScatter uses a micro services architecture to allow each component of the Platform to scaleindependently of each other based on demand. Amazon Web Services’ relational database services areused for storage in parallel with MongoDB for big data sets and Amazon Elastic Search services are usedin providing appScatter’s proprietary app and publisher search engine.

The core appScatter Platform has been operational since pre-launch in January 2017.

The appScatter Platform has a number of operational features available to Free Users and/or Paying Usersthat help distribute and manage a Paying User’s suite of apps. Following Admission, future developmentsto the Platform will include the provision of add-on features through appScatter’s Marketplace.

The Marketplace, which the Company aims to launch in Q4 2017, will allow Paying Users to access bothfree and paid for add-ons that will enable the integration of third party tools and products with the Platform;for an additional monthly charge in the case of paid for add-ons.

The Directors believe that the breadth and quality of the Platform and the range of usability it affords Usersuniquely positions the Company in providing a range of services not otherwise available from a single accesspoint. The Directors believe the add-ons it will make available for Paying Users through the Marketplace willfurther enhance the Group’s ability to both increase User numbers and retain existing Paying Users.

Key Features

App and Publisher Name Search Engine

The information gathered by appScatter includes ranking position, territories covered, all metadata alongwith versioning, pricing and app specific details including publisher name. The Company is targeting tocontinue to increase its app store coverage following Admission.

Compliance, Brand Consistency and Piracy

The Directors believe that a proportion of potential appScatter Users have more than one app; many havehundreds of apps. For example, app owners often have different versions of apps for each territory andlanguage. The Directors believe that territorial and other forms of compliance have become a major issuefor app owners, particularly within the highly regulated finance, gambling, aviation, automotive and healthcareindustries. The Directors believe that appScatter is the only platform which allows Users to view multipleapps across multiple app stores to check easily for territorial compliance, brand consistency and identifypossible intellectual property infringement and piracy.

App Store Directory and Information

There are currently more than 300 app stores worldwide, of which appScatter currently catalogues 50 appstores. The Platform provides descriptions on the registration and submission process, territories, reportingprocedures, in-app billing capabilities, app store types and size. In addition, appScatter also monitors theapp store server uptime.

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Sales and Downloads

Using appScatter’s unique ASE, the Platform collects and consolidates sales data and download reportsfrom each store daily for its Licensed Users. This provides those Users with a means to view and constructbespoke reports detailed by country and app store. This can be broken down further into app store proceedsand product sales. As well as time saved from not having to manually go to every app store and downloadindividual reports for consolidating, the appScatter ASE technology gives those Users a targeted and efficientway to review and report on the performance of their entire portfolio of apps.

App Store Registration

A typical app store registration process takes approximately one hour, sometimes longer. As a result,registration on multiple stores can be time consuming and cumbersome due to the differing requirementsof each app store. In comparison, the appScatter registration process is simple and appScatter allows eachPaying User to register on alternative app stores which do not charge an annual fee for developer accountsby filling in only one form, saving time and resources for publishers.

App Store Submission and Maintenance

Using appScatter’s Compatibility Engine, apps added or imported either individually or in bulk can be instantlycompared with all appScatter supported stores to assess suitable matches. Part of the compatibility checkis determined by whether it is free or paid, the device type, pricing, operating system, category, territory andratings. The core of appScatter’s ASE enables Paying Users to submit, update and manage apps acrossmultiple app stores. This seamless and simple action can be done from a range of browsers and devices.

Competitor Tracking and Positioning

Free Users and Paying Users can compare and track competitors’ app rankings and download trendsacross multiple app stores using a watch list functionality on the Platform.

Daily Ranking

The Platform collects ranking data daily from multiple app stores across all categories, store territories andin relation to free apps, paid apps and top grossing apps (inclusive of in-app purchases), where supported.The data is accessible to Licensed Users and gives them the ability to monitor their app ranking positionacross multiple app stores.

Third party tool integration

To enhance the user experience and increase Paying Users’ retention, appScatter intends to allow integrationwith third party tools through its Marketplace, which the Company aims to launch in Q4 2017. This willenable Paying Users to integrate analytics, mobile advertising revenues and many more services into thePlatform.

Data Analytics and Telemetry features

The Company is in the process of seeking to integrate a telemetry platform into the appScatter Platform toprovide Paying Users with a richer experience around the time series data that the Platform stores for apps.This will extend to being the backend storage solution for all future time series data captured by the Platform– including app advertising revenues and supporting the appScatter SDK.

5. Business Model & PricingThere are two types of appScatter Users – Free Users and Paying Users. Paying Users are categorised bythe Company in three groups – Small, Medium and Large.

Small Paying Users are expected to include individuals or SMEs owning a single app. The Company’s currentRegistered Users include app development houses and blue chip multinational media, banking, insurance,entertainment and aviation companies – to whom the Directors believe the features of the appScatterPlatform are of interest across multiple business lines, jurisdictions and internal functions (such as marketing,compliance and finance functions).

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Paying Users are charged a monthly subscription based on the number of seats and managed apps. EachPaying User is charged US$10 per seat per month, with a minimum of five seats. Apps are charged at anadditional US$50 per app per month; there will also be further charges for the usage of certain productswithin the Marketplace, known as add-ons.

Free Small Medium Large

Number of seats 1 5 6 to 14 15+Number of apps 0 1 2 to 99 100+

App & publisher name search engine1 ✓ ✓ ✓ ✓Sales & downloads reports ✓ ✓ ✓ ✓Ranking & top charts ✓ ✓ ✓ ✓Reviews & translation2 ✓ ✓ ✓ ✓App & publisher tracking Limited ✓ ✓ ✓App store account registrations – ✓ ✓ ✓App store submission & updates – ✓ ✓ ✓Access to Marketplace2 – ✓ ✓ ✓Intelligence data3 – Limited ✓ ✓Research & forecasting tools3 – – Limited ✓Account management – – – ✓

1. Also enabling Licensed Users to utilize the Platform for compliance, brand consistency and identification of potential brand piracy.

2. Directors’ planned future services on the appScatter Platform, not currently available.

3. Directors’ planned future services to go-live at full launch.

6. The MarketThere are currently over 300 legitimate app stores estimated worldwide. The Directors estimate that withinthese app stores there are over ten million apps, with over one billion unique app URLs, created by over sixmillion active publishers.

As illustrated in Chart 1 below, Google Play and the Apple App Store hold large download market shares inthe United States and Europe. However, in other markets these two app stores have a much lower marketshare. For example, in China, the Directors estimate that approximately 75 per cent. of all downloads arefrom alternative app stores other than Google Play and the Apple App Store.

Chart 1 – Share of app store downloads by USA, Europe (UK, Germany, France, Spain and Italy) and China

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According to Gartner Inc., growth in the number of devices capable of using apps is set to continue to bedramatic. There are predicted to be 2.5 billion smart phone users in 2018. The global number of tablet userssurpassed 1 billion in 2015. It is estimated by Gartner Inc. that there will be 33 billion devices able to useapps by 2020, with approximately 26 billion represented through the Internet of Things and approximatelyseven billion through tablets, smartphones and personal computers.

7. StrategyThe Directors intend to grow the business by broadening the Licensed User base through productdevelopment, targeted sales campaigns and partnerships.

Launch Strategy

Following Admission, the Company’s initial focus will be to rapidly grow Free Users and to convert thoseFree Users into Paying Users in order to build critical mass. The Company aims to launch the Marketplacein Q4 2017, targeting an increase in average revenue per Paying User by selling add on services, and inaddition increasing Paying User retention by integrating other business-critical third party products andservices with appScatter’s Platform.

In the future, appScatter aims to explore the monetisation of the billions of data points that it has beencollecting on a daily basis since 2014 and provide Users with valuable insights on app performance.

Sales and Marketing

Initial leads and sales are generated through various marketing campaigns. Test marketing began inNovember 2016 to determine the cost of acquisition for each marketing channel and to identify the mostproductive channels. Testing included all forms of social media, Google AdWords and industry conferences.Social media was shown to be the most cost effective means of attracting all types of Registered Users.

Typically new Users begin to use the appScatter Platform with a small number of apps and only a limitednumber of seats. As more add-ons become available in the Marketplace, the Directors would expect thespend of that User to increase, as Users take advantage of add-ons that enable enhanced useability andintegration of third party systems with the appScatter Platform, some of which will require payment inadvance for use.

Strategic Partnerships

The Directors intend to continue forming strategic partnerships with key industry partners such as analyticsservices or mobile advertising networks, some of which may have hundreds of thousands of their own userswho are potential appScatter Users. These partnerships are expected to contribute to growth in appScatter’sconversion of Free Users into Paying Users over the longer term.

Product Development

The Directors intend to continue to develop and improve the functionality and performance of the Platform.

The Company is targeting ISO 27001 certification within 24 months of Admission.

8. Competition and Barriers to EntryThe Directors believe that there are currently no competitors that offer the complete suite of tools offered byappScatter. There are companies that offer some of the services provided by appScatter but thesecompetitors typically cover only a handful of app stores and with only a portion of the services offered byappScatter. The Directors also believe that these competitors do not provide pre-existing integration (togetherwith future add-ons which will be available via the Marketplace) to best-of-breed workflow tools. For anumber of reasons, including the complexity of the Platform’s technology, historical data already gatheredby appScatter and the Marketplace expected to be launched by appScatter in Q4 2017, new entrantsseeking to enter the market would, the Directors believe, face significant barriers to entry.

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First mover advantage

The Company has already spent more than two years building its back-end infrastructure and is currentlyrunning over approximately 600 servers managing its services and data banks. In that time, a vast amountof live and historical data has been collated that cannot be replicated by competitors or new entrants. TheDirectors believe this gives appScatter an enviable first mover advantage.

9. Intellectual Property and PatentsThe Group does not currently have any patents in place or patent applications outstanding but does fullyown the know-how and proprietary database schema. Management is exploring protecting the coretechnology with a software patent, which may include the specific search algorithms and technologysurrounding the collection and management of data.

10. Selected Financial InformationThe table below shows selected key historical financial information for the three years ended 31 December2016 extracted without material adjustment from the historical financial information on the Group containedwithin Part IV (B) of this document.

Since the soft-launch of the Platform in January 2017, and in the five month period ended 31 May 2017,the Group had invoiced sales totalling approximately £0.7 million.

For the For the For theyear ended year ended year ended

31 December 31 December 31 December2014 2015 2016

(Audited) (Audited) (Audited)£’000 £’000 £’000

Income statement (extracts)Revenue – – –Loss before income tax (427) (2,111) (8,790)Loss for the year (427) (2,111) (8,790)

Statement of financial position (extracts)Total assets 157 838 6,061Cash and cash equivalents 57 3 0Loans and borrowings – – 285

11. Current Trading and OutlookSince the soft-launch of the Platform in January 2017, and in the five month period ended 31 May 2017,the Group had invoiced sales totalling approximately £0.7 million. Interest in the appScatter Platform appearsstrong with over 8,000 Registered Users, including 1,400 Licensed Users (of which more than 800 werePaying Users) managing over 3,000 apps, as at 31 July 2017.

With the Company’s first mover advantage and the net proceeds of the Placing to strengthen the Company’ssales and marketing function, the Directors look forward with confidence to a successful future.

12. DirectorsThe Board comprises three executive directors and two non-executive directors. As described in paragraph18 of this Part II, the Board is satisfied that the non-executive directors are considered independent underthe criteria identified in the QCA Corporate Governance Code. It is the intention of the Board to appoint anadditional non-executive director in due course.

Clive Carver, (age 56), Non-executive Chairman (Independent)

Clive is a chartered accountant and worked with Coopers & Lybrand, Kleinwort Benson and PriceWaterhouse Corporate Finance before becoming head of Corporate Finance at Seymour Pierce, Williams

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de Broe and finnCap successively. He is Executive Chairman of Caspian Sunrise PLC and Non-executiveChairman of Ascent Resources plc and Tax Systems PLC, all of which are admitted to trading on AIM.

Philip Marcella, (age 52), Chief Executive Officer

Philip is the founder and Chief Executive Officer of the Company. He is an experienced programmer whobegan his coding career in the mid-1980s. In 1996 he set up his first company, which became RMR Plc.Initially a web development company, RMR specialised in web conferencing. In 2000, RMR was admittedto AIM with a £64 million valuation.

Manish Kotecha, (age 46), Finance Director

Manish has over 14 years’ experience in the role of CFO/Finance Director for several publicly listedcompanies. During this time, he has been involved in numerous fundraising projects both for equity anddebt. His key strengths include developing and implementing robust internal controls, reporting andcompliance procedures suitable for growth companies.

Jason Hill, (age 47), Sales Director

Jason is a B2B sales professional with 20 years’ experience driving fast growth digital sector technologycompanies. He was the sales director of Philip Marcella’s previous AIM quoted company RMR Plc.

Michael Buchen, (age 37), Non-executive Director (Independent)

Michael is the Chairman and Founder of Polar Light Ventures Ltd., an investment firm based in Switzerlandwhich is focusing on early stage ventures. Previously he was the Managing Director of Dhabi Holdings PJSC,the investment company of senior members of the ruling family of Abu Dhabi. Michael Buchen joined DhabiHoldings from Mubadala Development Company PJSC where he worked in the Special Situations Team.Before Mubadala, he worked for Roland Berger Strategy Consultants in Europe, China and the Middle East.Michael currently serves or previously served on the Board of directors and Advisory Boards of a number ofcompanies in the Venture Capital, Tech, Financial Services, Food & Beverage, Energy and Telecom sectors.

13. Reasons for Admission and Use of ProceedsThe Directors believe that Admission will be an important step in the Company’s development and will assistthe Company in achieving its growth ambitions. The Directors also believe that Admission will:

● enhance the Company’s profile and the overall awareness of the appScatter Platform;

● provide potential access to capital to fund future growth plans, where the Board considers appropriate;and

● increase the ability of the Company to incentivise existing and future employees.

The Company plans to use the net proceeds from the Placing of approximately £7.8 million primarily tosupport the growth of the business and in meeting the working capital requirements of the Group as follows:

£ million

Sales and marketing 1.3Engineering (launch of Marketplace) 1.7Working capital 4.8

––––––––––––

Total 7.8––––––––––––––––––––––––

14. Details of the PlacingThe Company has conditionally raised £9.0 million, before expenses (£7.8 million net of expenses) throughthe Placing being undertaken by Stifel and Smith & Williamson of 13,846,154 Placing Shares at 65 penceper Placing Share. The Placing Shares will represent approximately 21.9 per cent. of the Enlarged ShareCapital on Admission.

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The Placing Shares will rank, on issue, pari passu in all respects with the Existing Ordinary Shares includingthe right to receive all dividends and distributions paid or made in respect of the Ordinary Shares. The PlacingShares will be issued free from all liens, charges and encumbrances.

On 29 August 2017, the Company, the Directors, Stifel and Smith & Williamson entered into the PlacingAgreement pursuant to which Stifel and Smith & Williamson agreed, subject to certain conditions, to usetheir reasonable endeavours to procure subscribers for Placing Shares pursuant to the Placing. Under thePlacing, the Placing Shares have been conditionally placed with institutional and other investors.

The VCT/EIS Shares will be issued to the relevant Placees on 4 September 2017, being one business dayprior to the anticipated date of Admission, so that Placees investing as part of the VCT/EIS Placing will beable to benefit from tax advantages pursuant to the VCT and EIS rules as governed by HMRC. The issue ofthe VCT/EIS Shares shall not therefore be conditional upon the General Placing being completed orAdmission. On Admission, which is expected to take place on 5 September 2017, subject to the conditionsin the Placing Agreement being satisfied and/or waived, the Company shall issue the balance of the PlacingShares which are the subject of the General Placing.

The General Placing is conditional, inter alia, upon the Placing Agreement not having been terminated inaccordance with its terms prior to Admission and on Admission taking place on 5 September 2017 or suchlater date as Stifel, Smith & Williamson and the Company may agree, being not later than29 September 2017.

The VCT/EIS Shares and the General Placing Shares are therefore all expected to be admitted to trading onAIM on 5 September 2017.

Under the Placing Agreement, the Company has given certain warranties and indemnities to Stifel and Smith& Williamson concerning, inter alia, the accuracy of the information contained in this document.

Further details of the Placing Agreement are set out in paragraph 12.3 of Part V of this document.

15. Admission, Settlement and DealingsApplication has been made to the London Stock Exchange for the Enlarged Share Capital to be admittedto trading on AIM. It is expected that Admission will become effective and that dealings will commence on5 September 2017.

Dealings in the Placing Shares on AIM are expected to commence on 5 September 2017. In the case ofPlacees requesting their Placing Shares in uncertificated form, it is expected that the appropriate CRESTaccounts will be credited with the Placing Shares on 5 September 2017. For those Placees who have requestedtheir Placing Shares in certificated form it is expected that certificates in respect of such Placing Shares will bedespatched by post not later than 19 September 2017. Pending despatch of definitive share certificates orcrediting of CREST accounts, the Company’s registrars will certify any instrument of transfer against the register.In the event that Admission does not occur, the VCT/EIS Shares will be delivered in certificated form.

16. Share incentive arrangementsThe Board believes that the Company’s success is highly dependent on the quality and loyalty of the currentand future directors and employees. To assist in the recruitment, retention and motivation of high qualitydirectors and employees as necessary, the Company must have an effective remuneration strategy. TheBoard considers that an important part of this remuneration strategy is the ability to award equity incentivesand, in particular, share options.

On Admission options and warrants will be outstanding over a total of 4,436,232 Ordinary Shares, of which2,621,891 options to subscribe for new Ordinary Shares will be held by Directors. Further details of all ofthe options and warrants currently outstanding are provided in paragraph 3 of Part V of this document.

Following Admission, further share options may be granted to employees and Directors in accordance withthe Group’s remuneration policies from time to time. Inclusive of the share options in issue at Admission,the Board intends that a maximum of ten per cent. of the issued share capital of the Company (as enlarged)from time to time will be under option to Directors and employees.

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17. Lock-in and Orderly Market ArrangementsThe Board’s aggregate interests in Ordinary Shares following Admission will amount to 17,798,894 OrdinaryShares, representing approximately 28.17 per cent. of the Enlarged Share Capital. On Admission theDirectors will also hold options over a further 2,621,891 Ordinary Shares, further details of which are set outin paragraph 6.5 of Part V of this document.

Each of Philip Marcella, Manish Kotecha, Jason Hill, Clive Carver and Michael Buchen (being Directorsholding Ordinary Shares), together with William Booth, who holds 2,155,473 Ordinary Shares representing3.41 per cent. of the Enlarged Share Capital, have undertaken, save in limited circumstances, not to disposeof any of their interests in Ordinary Shares at any time prior to the first anniversary of Admission. In order toensure an orderly market in the Ordinary Shares the Directors have further undertaken, in respect ofthemselves and each of their connected persons, that for a further period of 12 months thereafter they willnot (subject to certain limited exceptions) deal or otherwise dispose of any such interests without the priorconsent of Smith & Williamson and Stifel.

In addition, certain other holders of Existing Ordinary Shares have agreed not to dispose of interests inOrdinary Shares amounting to an aggregate of 7,396,767 Ordinary Shares, representing a further 11.71 percent. of the Enlarged Share Capital, at any time prior to the first anniversary of Admission.

18. Corporate Governance and Internal ControlsThe Board comprises two non-executive directors and three executive directors. The Company is notrequired to comply with the provisions of the UK Corporate Governance Code. However, the Directorsrecognise the importance of sound corporate governance and intend to comply with the QCA CorporateGovernance Code, which they believe is appropriate for a company with shares admitted to trading on AIM.In particular, the Directors are responsible for overseeing the effectiveness of the internal controls of theCompany designed to ensure that proper accounting records are maintained, and that the financialinformation on which business decisions are made and which is issued for publication is reliable and thatthe assets of the Company are safeguarded.

The Company will hold regular board meetings throughout the year at which reports relating to the Group’soperations, together with financial reports, will be considered. The Board is responsible for formulating,approving and reviewing the Group’s strategy, budgets, major items of expenditure and senior personnelappointments.

The shareholdings of the two non-executive directors, Clive Carver and Michael Buchen, on Admission willrepresent 0.30 per cent. and 0.27 per cent. of the Enlarged Share Capital respectively. In addition they holdoptions to subscribe for 252,712 Ordinary Shares and 94,767 Ordinary Shares respectively. Given the sizeof their shareholdings, the absence of any cross directorships or relationships with other board members,and that they are not financially dependent on their relationships with the Company, the Board is satisfiedthat the non-executive directors are considered independent under the criteria identified in the QCACorporate Governance Code for Small and Mid-Sized Quoted Companies.

The Company has established, conditional on Admission, an audit committee and a remuneration andnomination committee, each with formally delegated duties and responsibilities.

The Audit Committee

The Company has established an audit committee, which comprises Clive Carver (Chairman) and MichaelBuchen. The audit committee’s main functions include, inter alia, reviewing and monitoring internal financialcontrol systems and risk management systems on which the Company is reliant, considering annual andinterim accounts and audit reports, making recommendations to the Board in relation to the appointmentand remuneration of the Company’s auditors and monitoring and reviewing annually their independence,objectivity, effectiveness and qualifications.

The Remuneration and Nomination Committee

The Company has established a remuneration and nomination committee, which comprises Michael Buchen(Chairman) and Clive Carver. The remuneration and nomination committee will meet as often as required toenable the remuneration and nomination committee to fulfill its obligations to the Company. The remuneration

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and nomination committee will be responsible for reviewing the performance of the Chairman and theexecutive directors, for setting the scale and structure of their remuneration, paying due regard to theinterests of Shareholders as a whole and the performance of the Group. The remuneration and nominationcommittee will also approve the design of and determine targets for any performance-related pay schemesoperated by the Company.

The remuneration and nomination committee’s main functions also include, inter alia, reviewing the structure,size and composition of the Board based upon the skills, knowledge and experience required to ensurethat the Board operates effectively. The remuneration and nomination committee will also identify andnominate suitable candidates to join the Board when vacancies arise and make recommendations to theBoard for the re-appointment of any non-executive directors.

Share dealing code

The Company has adopted a code for dealings in Ordinary Shares which is appropriate for an AIM company,in compliance with Rule 21 of the AIM Rules for Companies and with the Market Abuse Regulation.

19. VCT and EIS Taxation ReliefThe Company has received advanced assurance from HMRC that the Placing Shares are capable of beinga “qualifying holding” for the purpose of investment by a VCT or an investor seeking EIS relief. Furtherinformation is included in paragraph 11.19 of Part V of this document.

20. City Code and Concert PartyThe City Code applies to the Company. The Takeover Panel has statutory powers to enforce the City Codein respect of companies to which the Code applies.

Under the City Code, if an acquisition of Ordinary Shares were to increase the aggregate interest in sharesof the acquirer and any parties acting in concert with it to Ordinary Shares carrying 30 per cent. or more ofthe voting rights in the Company, the acquirer and, depending on the circumstances, its concert parties (ifany) would be required (except with the consent of the Takeover Panel) to make a cash offer for the OrdinaryShares not already owned by the acquirer and its concert parties (if any) at a price not less than the highestprice paid for Ordinary Shares by the acquirer or its concert parties (if any) during the previous 12 months.A similar obligation to make such a mandatory cash offer would also arise on the acquisition of OrdinaryShares by a person holding (together with its concert parties, if any) Ordinary Shares carrying at least 30 percent., but not more than 50 per cent., of the voting rights in the Company if the effect of such acquisitionwere to increase the percentage of the aggregate voting rights held by the acquirer and its concert parties(if any).

The City Code defines persons “acting in concert” as comprising persons who, pursuant to an agreementor understanding (whether formal or informal), co-operate to obtain or consolidate control of a company orto frustrate the successful outcome of an offer for a company. “Control” means an interest, or interests, inshares carrying in aggregate 30 per cent. or more of the voting rights of a company, irrespective of whethersuch interest or interests give de facto control. A person and each of its affiliated persons will be deemed tobe acting in concert with each other. There is a non-exhaustive list of persons who will be presumed to beacting in concert with other persons in the same category unless the contrary is established. This listincludes:

(a) the close relatives of a founder of a company to which the City Code applies and the related trusts ofany of them, all with each other; and

(b) shareholders in a private company who sell their shares in that company in consideration for the issueof new shares in a company to which the City Code applies, or who, following the re-registration ofthat company as a public limited company in connection with an initial public offering or otherwise,become shareholders in a company to which the City Code applies.

Accordingly, all former Group shareholders who have become shareholders in the Company could bedeemed to be acting in concert due to the circumstances set out in (b) above. The Company’s advisershave liaised with and, based on the information available, the Takeover Panel has confirmed that there iscurrently a concert party consisting of Philip Marcella (and his father Victor Marcella, his son Jean-Luc

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Marcella and his associate David Edward Jones) and William Booth. Philip Marcella, Victor Marcella,Jean-Luc Marcella, David Edward Jones and William Booth (the “Concert Party”) will hold an aggregate of31.22 per cent. of the Enlarged Share Capital on Admission (assuming the exercise by the Concert Party ofthe options over Ordinary Shares held by them).

If the Concert Party was to increase the percentage of the aggregate voting rights held by it then they wouldbe obliged, except with the consent of the Takeover Panel, to extend a mandatory offer as referred to above.

21. Relationship AgreementThe Company, Philip Marcella and Smith & Williamson have entered into the Relationship Agreement, whichregulates the ongoing relationship between Philip Marcella and the Company with a view to ensuring that,amongst other things, (i) the Company is capable of carrying on its business independently of Philip Marcella;and (ii) transactions and relationships between the Company and Philip Marcella are entered into at arm’slength and on normal commercial terms. A summary of the terms of the Relationship Agreement is set outin paragraph 12.10 of Part V of this document.

22. Dividend PolicyThe Company is primarily seeking to achieve capital growth for its Shareholders. However, the Directorsintend to commence payment of dividends when it becomes commercially viable to do so, subject to theworking capital requirements of the Company and the availability of distributable funds and will adopt aprogressive but prudent dividend policy thereafter.

23. TaxationInformation regarding United Kingdom taxation with regard to potential Shareholders is set out in Part V ofthis document. No taxation advice is being provided to Shareholders in this document. If you are in anydoubt as to your tax position, you should consult your professional adviser immediately.

24. CRESTCREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by acertificate and transferred otherwise than by a written instrument in accordance with the CREST Regulations.The Articles permit the holding of Ordinary Shares under the CREST system. All of the Ordinary Shares willbe in registered form and no temporary documents of title will be issued.

The Company has applied for the Ordinary Shares to be admitted to CREST on the date of Admission andit is expected that the Ordinary Shares will be so admitted and accordingly enabled for settlement in CRESTon the date of Admission. It is expected that Admission will become effective and dealings in Ordinary Shareswill commence on 5 September 2017. Accordingly, settlement of transactions in Ordinary Shares followingAdmission may take place within the CREST system if any Shareholder so wishes.

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

25. Risk FactorsCertain risk factors in relation to the Company and its business are brought to your attention in Part III ofthis document.

26. Further InformationYour attention is drawn to the additional information set out in Part V of this document.

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PART III

RISK FACTORS

Any investment in the Ordinary Shares is speculative and subject to a high degree of risk.Therefore, prior to investing in the Ordinary Shares, prospective investors should considercarefully the risks associated with any investment in the Ordinary Shares, the Group’s businessand the industry in which the Group operates, together with all other information contained inthis document including, in particular, the risk factors described below. If any of the followingrisks actually occur, the Group’s business, financial condition, capital resources, results or futureoperations could be materially adversely affected.

Additional risks and uncertainties relating to the Company and its subsidiaries that are notcurrently known to the Company, or that the Company currently deems immaterial, may also havea material adverse effect on the business of the Group or on the Group’s financial condition andoperating results.

This, among other factors, could cause a decrease in the price of the Ordinary Shares andinvestors could lose all or part of their investment. If you are in any doubt about the contents ofthis document or the action you should take, you are strongly recommended to consult aprofessional adviser authorised under FSMA who specialises in advising on the acquisition ofshares and other securities.

Investors should also take their own tax advice as to the consequences of their owning sharesin the Company as well as receiving returns from it. No representation or warranty, express orimplied, is given to investors as to the tax consequences of their acquiring, owning or disposingof any shares in the Company and neither the Company, the Directors, Smith & Williamson norStifel will be responsible for any tax consequences for any such investors.

A prospective investor should consider carefully whether an investment in the Ordinary Sharesis suitable for them in view of the information in this document, their personal circumstances andthe financial resources available to them.

RISKS RELATING TO THE BUSINESS AND ITS INDUSTRY

appScatter Platform and its marketThe Group derives substantially all of its revenue and cash flows from subscriptions for, and services relatedto, the Platform. Demand for the Platform is affected by a number of factors beyond the Group’s control,including market acceptance of the Platform by existing customers and potential new customers, theextension of the Platform for new user cases, the timing of development and release of new products bythe Group’s competitors and additional capabilities and functionality by the Group, technological change,and growth or contraction of the market in which the Group competes. In addition, the Group cannot assureinvestors that the Platform and future enhancements to the Platform will be able to address future advancesin technology or requirements of existing customers or potential new customers. If the Group is unable tocontinue to meet customer demands or to achieve more widespread market acceptance of the Platform,its business, results of operations, financial condition and growth prospects will be adversely affected.

The Group began selling the Platform in January 2017. Due to its limited experience selling the Platform, itmay be difficult to forecast future results of operations and this subjects the Group to a number ofuncertainties, including the pace and degree of customer adoption of the Platform. The Group hasencountered and will continue to encounter risks and uncertainties frequently experienced by growingcompanies operating in new or developing markets. If the Group’s assumptions regarding theseuncertainties, which the Group uses to plan its business, are incorrect or change in reaction to changes inits markets, or if the Group does not address these risks successfully, its results of operations and financialcondition could differ materially from its expectations and its business could suffer.

The market for services such as the appScatter Platform is still new, and therefore, it is difficult to predictthe size and growth rate of this market, whether and how rapidly customers will adopt the Platform, whetherthe Group will be able to retain such customers and expand their usage of the Platform, and the impact of

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competitive products and services. If the market for services such as the Platform does not achievesignificant growth or there is a reduction in demand for solutions in the Group’s market for any reason, itcould result in reduced customer adoption of the Platform, decreased customer retention, or weakercustomer expansion with respect to the use of the Platform, any of which would adversely affect the Group’sbusiness, results of operations, and financial condition.

Reliance on third party data availabilityCertain aspects of the appScatter Platform rely on the continued availability of extensive data, free of charge,from app stores regarding such matters as the level of sales of apps, which data is then processed orre-presented by the appScatter software for the benefit of Users. Access to such data is regulated by theterms and conditions of each app store and by the agreements between Users and the app stores. To datethe Company has received no notification from any app store or User that the use to which the app storedata is put by the appScatter Platform infringes the app store’s rights to such data, or that any app storehas any intention of restricting access to or use of such data or levying charges for access to it, and theDirectors believe that app stores are unlikely to restrict or charge for access to such data, or the use towhich the data may be put, in a way which impacts the appScatter Platform. However, such a decision isout of the hands of the Company. If one or more app stores sought to impose or enforce restrictions onaccess to and/or use of such data, or to levy charges for it, the ability of appScatter to continue to providethe full range of services, and accordingly the credibility of the appScatter Platform, could be seriouslydiminished and, in the extreme, certain elements of the appScatter Platform would be unable to operate, orthe costs of operation could be significantly increased.

Technological risksThe Company’s business is dependent upon technology which could be superseded by superior technology,more competitively priced technology or a shift in working practices which could affect both the potentialprofitability and saleability of the Group’s product offering.

Staying abreast of technological changes may require substantial investment. The Group’s existing softwareproducts need to develop continually in order to meet customer requirements. The technology used in theGroup’s products is still evolving and is highly complex and may change. Research and development byother companies may render any of the Group’s products in development or currently available obsolete.

Intellectual property protectionThe Group may be unable to successfully establish and protect its intellectual property which may besignificant to the Group’s competitive position. The Group’s current or future intellectual property rights mayor may not have priority over other third parties’ claims to the same intellectual property.

The steps which the Group has taken and intends to take to protect its intellectual property may beinadequate to prevent the misappropriation of its proprietary technology. Any misappropriation of the Group’sintellectual property could have a negative impact on the Group’s business and its operating results.Furthermore, the Group may need to take legal action to enforce its intellectual property, to protect tradesecrets or to determine the validity or scope of the proprietary rights of others. Litigation relating to theGroup’s intellectual property, whether instigated by the Group to protect its rights or arising out of allegedinfringement of third party rights, may result in substantial costs and the diversion of resources andmanagement attention and there can be no guarantees as to the outcome of any such litigation, or that itcan be effectively used to enforce the Group’s rights.

Dependence on key executives and personnelThe future performance of the Group will to a significant extent be dependent on its ability to retain theservices and personal connections or contacts of key executives and to attract, recruit, motivate and retainother suitably skilled, qualified and industry experienced personnel. The loss of the services of any of thekey executives or personnel may have a material adverse effect on the business, operations, relationshipsand/or prospects of the Group.

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Competition riskThere can be no guarantee that the Group’s competitors have not already developed and/or will not developproducts and services which are competitive to those supplied by the Group and there can be no assurancesthat the availability of any such products and services will not adversely affect future demand for the Group’sown products and services. The Group’s competitors may have or develop greater financial, marketing andtechnological resources than the Group enabling them to develop products and services which arecompetitive to those of the Group and to promote them more successfully than the Group.

Requirement for continued investmentThe Group needs to continue to invest resources in research and development in order to maintain andenhance the Group’s existing products and services and introduce new high quality products and servicesto its platform. If the Group is unable to ensure that its subscribers have a high quality experience with theGroup’s products and services, then they may become dissatisfied and move to competitors’ products andservices.

In addition, if the Group is unable to predict user preferences or industry changes, or if the Group is unableto modify its products and services on a timely basis, the Group may lose subscribers. The Group’s futuresuccess will depend on its ability to adapt to rapidly changing technologies, to adapt its products andservices to evolving industry standards and to improve the performance and reliability of the Group’s services.Failure to adapt to such changes would harm the Group’s business.

In addition, the widespread adoption of other technological changes could require expenditure to modify oradapt the Group’s software product. Moreover, the Group believes that its continued success depends oninvesting in new business strategies or initiatives that complement the Group’s strategic direction. Suchendeavours may involve significant risks and uncertainties, including distraction of management’s attentionaway from other business operations and insufficient revenue generation to offset liabilities and expensesundertaken with such strategies and initiatives. Because these endeavours may be inherently risky, noassurance can be given that such endeavours will not materially adversely affect the Group’s business,operating results or financial condition.

Security and privacy breachesThe Group’s security and testing measures may not prevent security breaches that could harm the Group’sor its subscribers businesses. For example, a number of the Group’s users provide the Group with creditcard and other confidential information and authorise the Group to bill their credit card accounts directly forthe Group’s products and services. Typically, the Group relies on encryption and authentication technologylicensed from third parties to enhance the transmission and storage security of confidential information.Advances in computer capabilities, new discoveries in the field of cryptography, inadequate facility securityor other developments may result in a compromise or breach of the technology used by the Group to protectcustomer and proprietary data. Any compromise of the Group’s security could harm its reputation or financialcondition and, therefore, the business. In addition, a party who is able to circumvent the Group’s securitymeasures could, among other effects, misappropriate proprietary information, cause interruptions in theGroup’s operations or expose subscribers to computer viruses or other disruptions. Actual or perceivedvulnerabilities may lead to claims against the Group. While the Group’s customer agreements typically containprovisions that seek to limit the Group’s liability, there is no assurance that these provisions will be enforceableand effective under applicable law.

The Group intends to seek ISO27001 accreditation. ISO 27001 is an international standard for informationsecurity management system which will require the Group to refine and develop its policies and proceduresincluding all legal, physical and technical controls involved in its risk management processes. The Directorsbelieve that ISO27001 status will give Users and prospective Users a high level of reassurance, but noguarantee can be given as to the timing of the accreditation process or its outcome. Failure to secure suchaccreditation may impact adversely on the Group’s business.

Product risksThe Group’s products and the software on which they are based are complex and may contain undetecteddefects when first introduced. Additionally problems may be discovered from time to time in existing, new

25

or enhanced products. Undetected defects could damage the Group’s reputation, ultimately leading to anincrease in the Group’s costs or reduction in its revenues.

Key enterprise customer dependencyThe Group currently generates a significant proportion of its revenue from certain key Licensed Users. Theloss of all or a substantial proportion of the business provided by one or more of the Group’s Payingsubscribers could have a material adverse effect on the Group’s business.

Failure to renew customer agreementsThe Group’s subscribers may not renew, or may reduce the scope of, their subscriptions for the Group’sservices and products. Renewal rates may decline or fluctuate as a result of a number of factors, includingsubscribers’ level of satisfaction with the Group’s products and services and their ability to continue theiroperations and spending levels. The Group’s business is at an early stage and the Group may not be ableto predict accurately the levels of renewal of subscriptions.

Failure to attract new users/subscribersIn order to grow its business, the Group must continue to attract new customers in a cost-effective mannerand enable such customers to realize the benefits associated with use of the Platform. The Group may notbe able to attract new customers to the platform for a variety of reasons.

Even if the Group does attract customers, the cost of new customer acquisition or ongoing customer supportmay prove so high as to prevent the Group from achieving or sustaining profitability. The Group intends tocontinue to hire additional sales personnel, increase its marketing activities to help educate the market aboutthe benefits of the Platform, grow its domestic and international operations and build brand awareness. Ifthe costs of these sales and marketing efforts increase dramatically, or if its sales and marketing efforts donot result in substantial increases in revenue, the Group’s business, results of operations, and financialcondition may be adversely affected.

Failure to convert non-paying users to revenue generating SubscriptionsA proportion of the Group’s services are available free of charge to Users. There can be no guarantee thatthe Group will be able to convert Free Users to Licensed Users or that the Group will be able to predictaccurately the rate of conversion.

Currency exchange rates riskThe Group’s functional currency is Sterling and its contracts are denominated in US Dollars. A significantportion of the Group’s operating, marketing and administrative expenses are paid in other currencies,including Sterling, and the net proceeds of the Placing will be denominated in Sterling. Hence, the Companyis exposed to fluctuations in exchange rates, in particular, between the US Dollar and Sterling. Such exposuremay affect the Company’s results. The Company may consider, on a case by case basis, implementingpolicies to limit its currency exposure, if appropriate, and will examine currency hedging instruments whenthey prove to be available and cost effective.

Operational problemsThe Group’s revenues are dependent on the continued operations of the Platform. Operational risks includeequipment failure, failure to comply with applicable regulations and standards and disruptions in theoperations of suppliers engaged in the maintenance and development of the Platform.

Any disruption of the ability to maintain and/or develop the Platform can result in delivery delays, interruptPlatform availability or even lead to a full cessation of Platform operation. Whilst the Group has establishedrelationships and in house expertise, which mitigates this risk, a disruption in Platform availability coulddamage the Group’s reputation, ultimately leading to a reduction in its revenues.

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If the Group’s security measures are breached or unauthorised access to private or proprietary data isotherwise obtained, the Platform may be perceived as not being secure, customers may reduce the use ofor stop using the Platform, and the Group may incur significant liabilities.

Dependence on Amazon Web ServicesThe Group outsources its cloud infrastructure to Amazon Web Services, or AWS, which hosts the Platform.The Group’s customers need to be able to access the Platform at any time, without interruption ordegradation of performance. AWS runs its own platform that the Group accesses, and the Group thereforeis vulnerable to service interruptions at AWS. The Group has experienced, and expects that in the future itmay experience interruptions, delays and outages in service and availability from time to time due to a varietyof factors, including infrastructure changes, human or software errors, website hosting disruptions andcapacity constraints. Capacity constraints could be due to a number of potential causes including technicalfailures, natural disasters, fraud or security attacks. In addition, if the Group’s security, or that of AWS, iscompromised, the Platform is unavailable or the Group’s customers are unable to use the Platform within areasonable amount of time or at all, then the Group’s business, results of operations and financial conditioncould be adversely affected. In some instances, the Group may not be able to identify the cause or causesof these performance problems within a period of time acceptable to its customers. It may becomeincreasingly difficult to maintain and improve the Platform performance, especially during peak usage times,as the features of the Platform become more complex and the usage of the Platform increases. Any of theabove circumstances or events may harm the Group’s reputation, cause customers to stop using thePlatform, impair the Group’s ability to increase revenue from existing customers, impair the Group’s abilityto grow its customer base, subject the Group to financial penalties and liabilities under agreements withcustomers and otherwise harm the Group’s business, results of operations, and financial condition.

Tax related risksThere may, in certain circumstances, be withholding or other taxes on the profits or other returns derivedfrom the Company’s investments which may change from time to time and which could have a material andadverse impact on the Company’s performance.

The progress of the Group to date has been funded to a considerable extent by the issue of shares inconsideration for services. Fees have been paid, and shares issued, to various contractors. The Directorsbelieve that they have applied the appropriate tax treatment in relation to these payments and share issues.However as noted in Note 19 of the Historical Financial Information contained in Part IV(B) of this document,a potential tax liability exists if any of the contractors involved are deemed to be employees. It is not possibleto accurately quantify the potential liability, but the maximum possible liability it is not expected to exceed£590,000. To mitigate this risk, the Group has put in place appropriate indemnification arrangements. TheGroup could also seek to recover from the individuals and/or offset against tax already settled with therelevant authorities. The Group’s ability to enforce the indemnification arrangements and/or to recover fromthe individuals concerned will depend inter alia on the financial standing of the individuals concerned.

The tax regimes applying in the countries in which the Company operates and/or invests may change,thereby affecting the tax treatment of the Company. For further information, please refer to Part V of thisdocument.

Growth management and acquisitionsThe Directors believe that further expansion, either organic or via acquisition, will be required in the future tocapitalise on the anticipated increase in demand for the Group’s services and products. The Group’s futuresuccess will depend, in part, on its ability to manage this anticipated expansion. Such expansion is expectedto place demands on management, support functions, accounting, sales and marketing and other resources.

If the Group is unable to manage its expansion effectively, its business and financial results could suffer. Theprocess of integrating an acquisition into its business may produce unforeseen operating difficulties andexpenditures and may absorb significant attention of the Group’s management that would otherwise beavailable for the on-going development of its business, which may materially harm the Group’s business,financial condition or operating results. There can be no guarantee that the Group will be able to sourceand execute suitable acquisitions in the future.

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Potential requirement for further investmentAny future acquisitions, expansion, activity and/or business development may require additional capital,whether from equity or debt sources. There can be no guarantee that the necessary funds will be availableon a timely basis, on favourable terms, or at all, or that such funds if raised, would be sufficient. If additionalfunds are raised by issuing equity securities, dilution to the then existing shareholdings may result. Debtfunding may require assets of the Group to be secured in favour of the lender, which security may beexercised if the Group were to be unable to comply with the terms of the relevant debt facility agreement.The level and timing of future expenditure will depend on a number of factors, many of which are outsidethe Group’s control. If the Group is not able to obtain additional capital on acceptable terms, or at all, it maybe forced to curtail or abandon such planned acquisition opportunities, expansion, activity and/or businessdevelopment. The above could have a material adverse effect on the Group.

Regulation riskRegulation of the internet and e-commerce is rapidly evolving and there are an increasing number of directlyapplicable laws and regulations. It is possible that additional laws and regulations may be enacted withrespect to the internet, covering issues such as user privacy, law enforcement, pricing, taxation, contentliability, data encryption, copyright protection, and quality of products and services. The requirement tocomply with and the adoption of such new or revised regulations, or new or changed interpretations orenforcement of existing regulations, may have a material adverse effect on the Group’s business and on theresults of its operations.

DividendsThe Company’s current policy is to only recommend dividends when appropriate and practicable. Therecan be no assurance as to the level of future dividends (if any) that may be paid by the Company. Anydetermination to pay dividends in the future will be a decision for the Board (and will be subject to applicablelaws and generally accepted accounting principles from time to time, and other factors the Board deemsrelevant).

No profit to dateThe Group has incurred aggregate losses since its inception and it is therefore not possible to evaluate itsprospects based on past performance. Since the Group first commercially launched its core platform inJanuary 2017 and is in the process of ramping up market share, there can be no certainty that the Groupwill achieve or sustain profitability or achieve or sustain positive cash flow from its activities.

Future operating resultsThe Company’s operating results may fluctuate significantly in the future due to a variety of factors, many ofwhich are outside its control. Accordingly, investors should not rely on comparisons with the Company’sresults to date as an indication of future performance. Factors that may affect the Company’s operatingresults include increased competition, an increased level of expenses, technological change necessitatingadditional capital expenditure, slower than expected sales and changes to the statutory and regulatoryregime in which it operates. It is possible that, in the future, the Company’s operating results may fall belowthe expectations of market analysts or investors. If this occurs, the trading price of the Ordinary Shares maydecline significantly.

Use of the net proceeds receivable by the Company from the PlacingThe use of net proceeds from the Placing as described in Part II of this document is based on the Directors’current expectations. There are no restrictions on the Company’s use of net proceeds. Investors will nothave the opportunity to evaluate the economic, financial or other information on which the Company basesits decisions on how to use the net proceeds. The failure of the Company’s management to apply thesefunds effectively could harm investor confidence and cause the price of the Ordinary Shares to decline.

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Retention of key business relationshipsThe Group will rely significantly on strategic relationships with other entities and on third parties to provideessential contracting services. There can be no assurance that its existing relationships will continue to bemaintained or that new ones will be successfully formed, and the Group could be adversely affected bychanges to such relationships or difficulties in forming new ones. Any circumstance which causes the earlytermination or non-renewal of one or more of these key business alliances or contracts could adverselyimpact the Group, its business, operating results and prospects.

Market perceptionMarket perception of technology companies in general, may change, which could impact on the value ofinvestors’ holdings and the ability of the Group to raise further funds through the issue of further OrdinaryShares in the Company or otherwise.

Insurance coverage and uninsured risksThe Group insures its operations in accordance with industry practice and plans to insure the risks itconsiders appropriate for the Group’s needs and circumstances. However, the Group may elect not to haveinsurance for certain risks, due to the high premium costs associated with insuring those risks or for variousother reasons, including an assessment in some cases that the risks are remote.

No assurance can be given that the Group will be able to obtain insurance coverage at reasonable rates (orat all), or that any coverage it or the relevant operator obtains, and any proceeds of insurance, will beadequate and available to cover any claims arising. In the event that insurance coverage is not available orthe Group’s insurance is insufficient to fully cover any losses, claims and/or liabilities incurred, or indemnitiesare difficult to enforce, the Group’s business and operations, financial results or financial position may bedisrupted and adversely affected. The payment by the Group’s insurers of any insurance claims may resultin increases in the premiums payable by the Group for its insurance cover and adversely affect the Group’sfinancial performance. In the future, some or all of the Group’s insurance coverage may become unavailableor prohibitively expensive.

Future litigationFrom time to time, the Group may be subject, directly or indirectly, to litigation arising out of its operations.Damages claimed under such litigation may be material or may be indeterminate, and the outcome of suchlitigation may materially impact the Group’s business, results of operations or financial condition. While theGroup assesses the merits of each lawsuit and defends itself accordingly, it may be required to incursignificant expenses or devote significant resources to defending itself against such litigation. In addition,the adverse publicity surrounding such claims may have a material adverse effect on the Group’s business.

The United Kingdom’s withdrawal from the EU may have a negative effect on global economicconditions, financial markets and the Group’s businessFollowing the vote of a majority of the eligible members of the electorate in the United Kingdom to withdrawfrom the EU in the national referendum held on 23 June 2016, the UK government served notice underArticle 50 of the Treaty of the European Union on 29 March 2017 to formally initiate a withdrawal process.The United Kingdom and the EU have a two-year period under Article 50 to negotiate the terms forwithdrawal. Any extension of the negotiation period for withdrawal will require the consent of all of theremaining 27 member states.

The referendum and withdrawal have created significant uncertainty about the future relationship betweenthe United Kingdom and the EU. Lack of clarity about future UK laws and regulations as the United Kingdomdetermines which EU-derived laws and regulations to replace or replicate as part of a withdrawal, includingfinancial laws and regulations, tax and free trade agreements, intellectual property rights, supply chainlogistics, environmental, health and safety laws and regulations, immigration laws and employment laws,could decrease foreign direct investment in the United Kingdom, increase costs, depress economic activityand restrict the Group’s access to capital. If the United Kingdom and the EU are unable to negotiateacceptable withdrawal terms or if other EU member states pursue withdrawal, barrier-free access betweenthe United Kingdom and other EU member states or among the European economic area overall could be

29

diminished or eliminated. These developments, or the perception that any of them could occur, have hadand may continue to have a significant adverse effect on global economic conditions and the stability ofglobal financial markets, and could significantly reduce global market liquidity and restrict the ability of keymarket participants to operate in certain financial markets. Asset valuations, currency exchange rates andcredit ratings may be especially subject to increased market volatility. Any of these factors could have asignificant adverse effect on appScatter’s business, financial condition, results of operations and prospects.

EIS and VCT statusThe Company received advance assurance from HMRC on 23 May 2017 that: (i) HMRC would be able toauthorise the company to issue certificates to qualifying individual investors in respect of the EIS undersection 204(1) Income Tax Act 2007 in respect of the issue of a proportion of the Placing Shares; and (ii) aproportion of Placing Shares to be issued will be ‘eligible shares’ in accordance with section 285(3) IncomeTax Act 2007 which may form part of a qualifying holding under Chapter 4 of Part 6 of the Income Tax Act2007.

These assurances are given on the basis of the Company, and both the EIS and VCT investors meeting therequirements set out in Part 5 and Part 6 respectively of the Income Tax Act 2007.

The provisional approval relates only to the qualifying status of the Company and its shares and does notguarantee that any particular VCT will qualify for relief in respect of an acquisition of Ordinary Shares. Thecontinuing availability of EIS relief and the status of the relevant Placing Shares as a qualifying holding forVCT purposes will be conditional inter alia, on the Company continuing to satisfy the requirements for aqualifying company throughout the period of three years from the date of the investor making their investment(under EIS) and, for VCT purposes, throughout the period the Ordinary Shares are held as a “qualifyingholding”.

Circumstances may arise where the Board believes that the interests of the Company are not best servedby acting in a way that preserves the EIS or VCT qualifying status (if granted). However, the Company hasundertaken to Smith & Williamson and Stifel that it will (save to the extent it has received the prior writtenconsent of Smith & Williamson and Stifel, each of whom may give or withhold such consent in its absolutediscretion) take all actions as may be required from time to time to maintain, and (save as aforesaid) refrainfrom taking any action (other than an action which the Company is required to take by applicable law) whichwould result in the failure of the Company to maintain, its qualifying status for EIS Relief and VCT Relief.Should the law regarding the EIS or VCTs change then any relief or qualifying status previously obtainedmay be lost. Any person who is in any doubt as to their taxation position should consult their professionaltaxation adviser in order that they may fully understand how the rules apply in their individual circumstances.

RISKS RELATING TO THE ORDINARY SHARES

AIMThe Ordinary Shares will be admitted to AIM and it is emphasised that at this time no application is beingmade for admission of the Ordinary Shares to the Official List or to any other stock exchange. An investmentin shares quoted on AIM may be less liquid and may carry a higher risk than an investment in shares quotedon the Official List. The rules of AIM are less demanding than those of the Official List. Further, the LondonStock Exchange has not itself examined or approved the contents of this document. A prospective investorshould be aware of the risks of investing in such companies and should make the decision to invest onlyafter careful consideration and, if appropriate, consultation with an independent financial adviser.

The market price of the Ordinary Shares may be subject to wide fluctuations in response to many factors,including variations in the operating results of the Company, divergence in financial results from analysts’expectations, changes in earnings estimates by stock market analysts, general economic conditions, overallmarket or sector sentiment, legislative changes in the Company’s sector and other events and factors outsideof the Company’s control.

Stock markets have from time to time experienced severe price and volume fluctuations, a recurrence ofwhich could adversely affect the market price for the Ordinary Shares.

30

Economic conditions and current economic weaknessAny economic downturn either globally or locally in any area in which the Group operates may have anadverse effect on the demand for the Group’s products. A more prolonged economic downturn may leadto an overall decline in the volume of the Group’s sales, restricting the Group’s ability to realise a profit. Themarkets in which the Group offers its services are directly affected by many national and international factorsthat are beyond the Group’s control.

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 products 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.

TaxationAny change in the Company’s or its subsidiaries’ tax status or in tax legislation could affect the Company’sability to provide returns to shareholders. Statements in this document in relation to tax and concerning thetaxation of investors in Ordinary Shares are based on current tax law and practice which is subject to change.The taxation of an investment in the Company depends on the specific circumstances of the relevant investor.

The nature and amount of tax which members of the Group expect to pay and the reliefs expected to beavailable to any member of the Group are each dependent upon a number of assumptions, any one ofwhich may change and which would, if so changed, affect the nature and amount of tax payable and reliefsavailable. In particular, the nature and amount of tax payable is dependent on the availability of relief undertax treaties in a number of jurisdictions and is subject to changes to the tax laws or practice in any of thejurisdictions affecting the Group. Any limitation in the availability of relief under these treaties, any change inthe terms of any such treaty or any changes in tax law, interpretation or practice could increase the amountof tax payable by the Group.

Investment riskAn investment in a share which is traded on AIM, such as the Ordinary Shares, may be difficult to realiseand carries a high degree of risk. The ability of an investor to sell Ordinary Shares will depend on there beinga willing buyer for them at an acceptable price. Investors may therefore realise less than, or lose all of, theirinvestment.

Investors should be aware that, following Admission, the market price of the Ordinary Shares may be volatileand may go down as well as up and investors may therefore be unable to recover their original investmentand could even lose their entire investment. This volatility could be attributable to various facts and events,including the availability of information for determining the market value of an investment in the Company,any regulatory or economic changes affecting the Group’s operations, variations in the Group’s operatingresults, developments in the Group’s business or its competitors, or changes in market sentiment towardsthe Ordinary Shares. In addition, the Group’s operating results and prospects from time to time may bebelow the expectations of market analysts and investors.

Volatility of the value of the Company’s Ordinary SharesInvestors should be aware that the value of the Ordinary Shares may be volatile and may go down as wellas up and investors may therefore not recover any or all of their original investment, especially as the marketin Ordinary Shares on AIM may have limited liquidity.

In addition, the price at which investors may dispose of their Ordinary Shares may be influenced by a numberof factors, some of which may pertain to the Company, and others of which are extraneous. These factorscould include the performance of the Company’s operations, large purchases or sales of Ordinary Shares,liquidity (or absence of liquidity) in the Ordinary Shares, currency fluctuations, legislative or regulatory ortaxation changes and general economic conditions. The value of the Ordinary Shares will therefore fluctuateand may not reflect their underlying asset value. Investors may realise less than the original amount invested.

31

Shareholder taxInvestors should take their own tax advice as to the consequences of owning shares in the Company aswell as receiving returns from it. In particular investors should be aware that ownership of shares in theCompany can be treated in different ways in different jurisdictions.

IlliquidityThere will have been no public trading market for the Ordinary Shares prior to Admission. The OrdinaryShares may therefore be illiquid in the short to medium term and, accordingly, an investor may find it difficultto sell Ordinary Shares, either at all or at an acceptable price. Further, the Group can give no assurance thatan active trading market for the Ordinary Shares will develop, or if such a market develops, that it will besustained. If an active trading market does not develop or is not maintained, the liquidity and trading priceof the Ordinary Shares could be adversely affected and investors may have difficulty selling their OrdinaryShares. The market price of the Ordinary Shares may drop below the Placing Price. Any investment in theOrdinary Shares should be viewed as a long term investment.

Litigation risksWhilst the Group has taken, and the Company intends the Group to continue to take, such precautions asit regards appropriate to avoid or minimise the likelihood of any legal proceedings or claims, or any resultingfinancial loss to the Group, the Directors cannot preclude the possibility of litigation being brought againstthe Group, including in the United States. Any litigation brought in the future involving the Group’s productsor services, for example, pursuant to end user licence and service agreements that provide indemnificationfor infringement of third party intellectual property, could have a material adverse effect on the Group’sbusiness.

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.

Significant shareholders and Concert PartyFollowing Admission, the Directors will, in aggregate, hold approximately 28.17 per cent. of the EnlargedShare Capital and the Concert Party consisting of Philip Marcella, William Booth, David Edward Jones, Jean-Luc Marcella and Victor Marcella will, on Admission, hold approximately 29.60 per cent. of the EnlargedShare Capital. Either the Directors or the Concert Party may be able to exert significant influence over theCompany in respect of its corporate affairs requiring shareholder approval.

Restrictions on transfers under US legislationThe Ordinary Shares have not been registered in the United States under the Securities Act or under otherapplicable securities law and are subject to restrictions on transfer contained in such law.

They may not be resold in the United States, except pursuant to an exemption from the registrationrequirements of the Securities Act and applicable state securities law.

Forward-looking statementsAll statements other than statements of historical facts included in this document, including, withoutlimitation, those regarding the Company’s financial position, business strategy, plans and objectives ofmanagement for future operations or statements relating to expectations in relation to dividends or anystatements preceded by, followed by or that include the words “targets”, “believes”, “expects”, “aims”,“intends”, “plans”, “will”, “may”, “anticipates”, “would”, “could” or similar expressions or the negative thereof,are forward looking statements. Such forward looking statements involve known and unknown risks,uncertainties and other important factors beyond the Company’s control that could cause the actual results,performance, achievements of or dividends paid by, the Company to be materially different from futureresults, performance or achievements, or dividend payments expressed or implied by such forward-looking

32

statements. Such forward-looking statements are based on numerous assumptions regarding the net assetvalue, present and future business strategies and income flows and the environment in which the Companywill operate in the future.

These forward-looking statements speak only as of the date of this document. The Company expresslydisclaims any obligation or undertaking to disseminate any updates or revisions to any forward-lookingstatements contained herein to reflect any change in the Company’s expectations with regard thereto, anynew information or any change in events, conditions or circumstances on which any such statements arebased, unless required to do so by law or any appropriate regulatory authority.

It should be noted that the factors listed above are not intended to be exhaustive and do notnecessarily comprise all of the risks to which the Group is or may be exposed or all thoseassociated with an investment in the Company.

In particular, the Company’s performance is likely to be affected by changes in market and/oreconomic conditions, political, judicial, and administrative factors and in legal, accounting,regulatory and tax requirements in the areas in which it operates and holds its major assets.There may be additional risks and uncertainties that the Directors do not currently consider tobe material or of which they are currently unaware which may also have an adverse effect uponthe Group.

If any of the risks referred to in this Part III crystallise, the Group’s business, financial condition,results or future operations could be materially adversely affected. In such case, the price of theOrdinary Shares could decline and investors may lose all or part of their investment.

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PART IV

(A) ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF THE GROUP

29 August 2017

The DirectorsSmith & Williamson Corporate Finance Limited25 MoorgateLondonEC2R 6AY

The DirectorsStifel Nicolaus Europe Limited150 CheapsideLondonEC2V 6ET

The DirectorsappScatter Group plcSalisbury HouseLondon WallLondonEC2M 5PS

Dear Sirs

appScatter Limited

We report on the financial information relating to appScatter Limited for the three years ended 31 December2016 set out in Part IV(B) of the Company’s AIM admission document dated 29 August 2017. This financialinformation has been prepared for inclusion in the admission document of the Company (“the AdmissionDocument”) on the basis of the accounting policies set out in Note 1 to the financial information. This reportis required by the AIM Rules for Companies and is given for the purpose of complying with Schedule 2 andSection 20.1 of Annex 1 to the AIM Rules and for no other purpose.

ResponsibilitiesThe Directors of the Company are responsible for preparing the financial information on the basis ofpreparation set out in Note 1 to the financial information and in accordance with International FinancialReporting Standards.

It is our responsibility to form an opinion as to whether the financial information gives a true and fair view, forthe purposes of the Admission Document, and to report our opinion to you.

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 judgments made by those responsible for the preparation of the financial information and whether the

34

accounting policies are appropriate to the entity’s circumstances, consistently applied and adequatelydisclosed.

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.

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 Company as at the dates stated and of its profits, cash flows and changesin equity for the periods then ended in accordance with the basis of preparation set out in Note 1 and inaccordance with International Financial Reporting Standards.

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

Yours faithfully

Kingston Smith LLPChartered Accountants & Registered Auditors

Devonshire House60 Goswell RoadLondonEC1M 7AD

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PART IV

(B) HISTORICAL FINANCIAL INFORMATION OF THE GROUP

Consolidated Income StatementYear ended Year ended Year ended

31 December 31 December 31 December2014 2015 2016

Notes £ £ £

Administrative expenses (423,614) (2,108,799) (3,535,818)Deemed cost on reverse takeover 4 – – (5,167,128)

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

Operating loss 4 (423,614) (2,108,799) (8,702,946)Finance expenses 6 (3,267) (1,775) (87,276)

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

Loss before income tax (426,881) (2,110,574) (8,790,222)Tax credit 7 – – –

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

Loss for the year (426,881) (2,110,574) (8,790,222)––––––––––––– ––––––––––––– –––––––––––––

Other comprehensive incomeExchange gains/(losses) arising on the translation of foreign subsidiaries 4,328 3,602 (31,352)

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

Total comprehensive loss for the period attributable to the owners (422,553) (2,106,972) (8,821,574)

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

Loss per ordinary share – basic and diluted (£) 8 (0.04) (0.21) (0.70)

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Consolidated Statement of Financial Position31 December 31 December 31 December

2014 2015 2016Notes £ £ £

Non-current assetsIntangible assets 9 5,041 798,196 959,101

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

Total non-current assets 5,041 798,196 959,101––––––––––––– ––––––––––––– –––––––––––––

Current assetsTrade and other receivables 11 94,047 36,325 5,101,587Cash and cash equivalents 12 57,442 3,207 226

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

Total current assets 151,489 39,532 5,101,813––––––––––––– ––––––––––––– –––––––––––––

Total assets 156,530 837,728 6,060,914––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

Current liabilitiesTrade and other payables 13 115,652 752,531 2,613,613Loans and borrowings 14 – – 285,495

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

Total current liabilities 115,652 752,531 2,899,108––––––––––––– ––––––––––––– –––––––––––––

Total liabilities 115,652 752,531 2,899,108––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

Net assets 40,878 85,197 3,161,806––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

Share capital 15 520,434 2,875,121 15Share premium 15 – – 14,113,751Shares to be issued 15 – – 4,824,227Other reserves (54,774) (258,170) –Reverse acquisition reserve – – (4,422,859)Foreign exchange reserve 4,328 7,930 (23,422)Retained earnings (429,110) (2,539,684) (11,329,906)

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

Total equity 40,878 85,197 3,161,806––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

37

Consolidated Statement of Changes In EquityReverse Foreign

Share Share Share to Other acquisition exchange Retainedcapital premium be issued reserve reserve reserve earnings Total

£ £ £ £ £ £ £ £appScatter LLC & its subsidiaryAt 1 January 2014 – – – – – – (2,229) (2,229)Loss for the year – – – – – – (426,881) (426,881)Other comprehensive

income

Exchange difference on translation of foreign entities – – – – – 4,328 – 4,328

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

Total comprehensive loss – – – – – 4,328 (426,881) (422,553)Issue of share capital 520,434 – – (54,774) – – – 465,660

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

At 31 December 2014 520,434 – – (54,774) – 4,328 (429,110) 40,878Loss for the year – – – – – – (2,110,574) (2,110,574)Other comprehensive

income

Exchange differences on translation of foreign entities – – – – – 3,602 – 3,602

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

Total comprehensive loss – – – – – 3,602 (2,110,574) (2,106,972)Issue of share capital – appScatter LLC 2,354,687 – – (203,396) – – – 2,151,291

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

At 31 December 2015 2,875,121 – – (258,170) – 7,930 (2,539,684) 85,197––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––

appScatter Limited & its subsidiariesAt 31 December 2015 1 – – – – 7,930 (2,539,684) (2,531,753)Loss for the year – – – – – – (8,790,222) (8,790,222)Other comprehensive

income

Exchange differences on translation of foreign entities – – – – – (31,352) – (31,352)

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

Total comprehensive loss – – – (31,352) (8,790,222) (8,821,574)Issue of share capital – appScatter LLC 616,195 – – (17,313) – – – 598,882Transfer to reverse acquisition reserve (616,195) – – 17,313 598,882 – – –Issue of share capital (net of expenses) 14 14,113,751 – – – – – 14,113,765Unpaid shares to be issued – – 4,824,227 – – – – 4,824,227Reverse acquisition reserve – – – – (5,021,741) – – (5,021,741)

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

At 31 December 2016 15 14,113,751 4,824,227 – (4,422,859) (23,422) (11,329,906) 3,161,806––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––

38

Consolidated Statement of Cash flows31 December 31 December 31 December

2014 2015 2016£ £ £

Cash flows from operating activitiesOperating loss before taxation (426,881) (2,110,574) (8,790,222)Adjustments for:Finance expenses 3,267 1,775 87,276Deemed costs on reversal takeover – – 5,167,128Un-realised gain – 1,138 10,027

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

Operating loss before working capital changes (423,614) (2,107,661) (3,525,791)––––––––––––– ––––––––––––– –––––––––––––

Changes in working capital(Increase)/decrease in trade and other receivables (94,047) 57,722 (241,035)Increase in trade and other payables 203,741 1,552,399 2,083,891

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

Net cash used in operating activities (313,920) (497,540) (1,682,935)––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

Investing activitiesPurchase of intangible assets (4,751) – –Acquisition of business (net of cash balance)1 – – 3,487

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

Net cash flows used in investing activities (4,751) – 3,487––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

Financing activitiesNet proceeds from loans – – 230,025Interest paid (3,267) (1,239) (55,029)Issue of ordinary shares (net of expenses) – – 1,296,599Issue of common stocks – appScatter LLC 379,549 444,544 204,872

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

Net cash flows from financing activities 376,282 443,305 1,676,467––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

Net change in cash and cash equivalents 57,611 (54,235) (2,981)Cash and cash equivalents at the beginning of the period (169) 57,442 3,207

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

Cash and cash equivalents at the end of the period 57,442 3,207 226––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

1 Acquisition of business (net of cash balance) in 2016 relates to the cash and cash equivalents of appScatter Limited as at dateof acquisition (18 May 2016).

Significant non-cash transaction

On 18 May 2016 appScatter Limited acquired the entire issued share capital of appScatter LLC for aconsideration of £12,659,030, satisfied by the issue of 9,967,740 shares (non-cash transaction).

39

Notes to the Group Historical Financial Information

1. General informationThe consolidated financial information represents the results of appScatter Limited (“the Company”) andappScatter LLC and DSH Labs LLC, its subsidiaries (together referred to as “the Group”). See ‘Basis ofconsolidation’ below for an explanation of how the results have been consolidated.

appScatter Limited is a limited company incorporated and domiciled in England and Wales. The registeredoffice of the Company is Salisbury House, London Wall, London, England, EC2M 5PS. The registeredcompany number is 09786498.

The Company’s principal activity is development and commercialisation of a distribution platform for mobileapplication developers and publishers. The Company was incorporated on 21 September 2015 and on18 May 2016 it acquired appScatter LLC, a company incorporated in Delaware, USA and DSH Labs LLC,its subsidiary.

The Directors of the Company are responsible for the financial information and contents of the AIM admissiondocument in which it is included.

2. 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, unless otherwise stated below.

Basis of preparation

The financial information has been prepared in accordance with International Financial Reporting Standards,International Accounting Standards and Interpretations (collectively IFRSs), as adopted by the EuropeanUnion. This is the first financial information of the Company prepared in accordance with IFRS and theCompany has applied IFRS 1 ‘First time adoption of IFRS’ from the transition date of 1 January 2014.

The preparation of financial statements in compliance with adopted IFRSs requires the use of certain criticalaccounting estimates. It also requires Group management to exercise judgment in applying the Group’saccounting policies. The key estimates and underlying assumptions concerning the future and other keysources of estimation uncertainty at the statement of financial position date, that have a significant risk ofcausing a material adjustment to the carrying amounts of assets and liabilities within the next financial periodare reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in whichthe estimate is revised if the revision affects only that period, or in the period of the revision and future periodsif the revision affects both current and future periods.

The Company does not believe there were any areas where significant judgments and estimates have beenmade in preparing the financial statements except for the intangible assets, which is discussed in theaccounting policy below.

The presentation currency of the financial information is Pound Sterling (£). The Company’s functionalcurrency is Pound Sterling (£) and its subsidiaries’ functional currency is US Dollar (US$).

Composition of the group

A list of the subsidiary undertakings which, in the opinion of the Directors, principally affected the amountsof profit or loss and net assets of the Group is given in note 10 of the financial information.

Changes in accounting policies and disclosures

As this is the first set of IFRS accounts being prepared, all relevant standards have been adopted for thefirst time. Under SIR 2000, the Group is required to adopt the relevant standards that would apply to thefirst set of IFRS accounts following the listing.

40

(a) New and amended standards adopted by the Group

The Group has applied any applicable new standards, amendments to standards and interpretations thatare mandatory for the financial year beginning on or after 1 January 2016. However, none of them has amaterial impact on the Group’s consolidated financial statements.

(b) New, amended standards, interpretations not adopted by the Group

At the date of authorisation of this financial information, certain new standards, amendments andinterpretations to existing standards applicable to the Company’s accounting period beginning after1 January 2016 have been published but are not yet effective, and have not been adopted early by theCompany. These are listed below:

● IFRS 15 Revenue from Contracts with Customers, effective date 1 January 2018, subject to theendorsement by the EU. IFRS 15 is intended to clarify the principles of revenue recognition andestablish a single framework for revenue recognition. This standard replaces the previous standard IAS11 Construction Contracts, IAS18 Revenue and revenue related IFRICs. The core principle is that anentity should recognise revenue to depict the transfer of promised goods or services to customers inan amount that reflects the consideration to which the entity expects to be entitled in exchange forthose goods or services. The impact of this standard has not yet been assessed.

● IFRS 9 Financial Instruments, effective date 1 January 2018, subject to the endorsement by the EU.IFRS 9 is a replacement for IAS 39 ‘Financial Instruments’ and covers three distinct areas. Phase 1contains new requirements for the classification and measurement of financial assets and liabilities.Phase 2 relates to the impairment of financial assets and requires the calculation of impairment on anexpected loss basis rather than the current incurred loss basis. Phase 3 relates to less stringentrequirements for general hedge accounting. This standard is not expected to affect the reported figures.

● IFRS 16 Lease, effective date 1 January 2019 sets out the principles for the recognition, measurement,presentation and disclosure of leases for both parties to a contract, i.e. the customer (‘lessee’) andthe supplier (‘lessor’). IFRS 16 completes the IASB’s project to improve the financial reporting of leasesand replaces the previous leases Standard, IAS 17 Leases, and related Interpretations. The impact ofthis standard has not yet been assessed.

Going concern

The directors have reviewed the working capital requirements of the business for the next twelve months.They are confident that based on funding commitments received at 31 December 2016 from various sourcesand the results of the placing, the company will have sufficient working capital to meet its obligations asthey fall due. Therefore, for these reasons the accounts have been prepared on the going concern basis.

Basis of consolidation

The consolidated financial statements include the results of the Company and its subsidiaries (“the Group”)as if they formed a single entity for the full period or, in the case of acquisitions, from the date control istransferred to the Group. The Company controls an entity, when the Company has the power, either directlyor indirectly, to govern the financial and operating policies of another entity or business so as to obtainbenefits from its activities, it is classified as a subsidiary. Intercompany transactions and balances betweenGroup companies are therefore eliminated in full.

On 18 May 2016 appScatter Merger Sub LLC, a subsidiary of appScatter Limited was merged with andinto appScatter LLC, with the latter company continuing as the surviving entity. The entire issued sharecapital of appScatter LLC was for a consideration of £12,659,030 and this was satisfied by the issue of9,967,740 shares in appScatter Limited.

Management has treated the acquisition as a reverse takeover, after identifying appScatter LLC (theaccounting acquirer or “appScatter”) as the acquirer under IFRS 3 ‘Business Combinations’. In addition,this transaction cannot be considered a business combination, as the Company does not meet the definitionof a business, under IFRS 3 ‘Business Combinations’. However, the accounting for such transaction shouldbe treated as a share-based payment transaction and therefore accounted for under IFRS 2 ‘Share-basedpayment’. Any difference between the consideration transferred, which is the fair value of the shares deemedto have been issued by appScatter and the fair value of the Company’s identifiable net assets represents a

41

service received by the accounting acquirer. This deemed cost on reverse takeover is expensed to profitor loss.

The fair value of the consideration transferred is calculated using the number of appScatter’s shares thatwould have been issued to the owners of the Company on the acquisition date to give them an equivalentownership interest in appScatter as it has in the combined company at the share price of the Company atthe acquisition date. The fair value of each share of the Company is deemed to have been issued byappScatter is based on the fair value of the share price of the Company at the time of the acquisition, whichwas the market price third party investors were subscribing for new shares at shortly before the transaction.

Although the consolidated financial information has been issued in the name of the Company, the legalparent, it represents in substance continuation of the financial information of appScatter LLC and DSH LLC,its subsidiary (“appScatter subgroup”).

The assets and liabilities of appScatter subgroup are recognised and measured in the Group financialstatements at the pre-combination carrying amounts and not re-stated at fair value.

The historical financial information has been prepared as follows:

Year ended 31 December 2014

The historical financial information for this reporting year is that of appScatter subgroup. This is consolidatedin accordance with IFRS.


The historical financial information for this reporting year is that of appScatter subgroup. Their financial resultshave been consolidated in accordance with IFRS but excluding the Company’s results from 15 September2015 (date of incorporation) to 31 December 2015. The Company’s results have been transferred andincluded in the reverse takeover reserve in the year ended 31 December 2016.


The historical financial information for this reporting year is that of appScatter subgroup and thepost-acquisition results of the Company from 18 May 2016 (date of reverse takeover) to 31 December 2016.The Company’s pre-acquisition results from 1st January 2016 to 18 May 2016 have been transferred andincluded in the reverse takeover reserve. This is in accordance with IFRS.

Results of appScatter Limited – 2015 and 2016The pre-acquisition losses of the Company that were excluded from the consolidated income for thefollowing years are as follow:

21 September2015 (date ofincorporation) 1 January

to 2016 to31 December 18 May

2015 2016£ £

Administrative expenses (27,479) (110,272)––––––––––––– –––––––––––––

Operating loss (27,479) (110,272)Finance expenses – –

––––––––––––– –––––––––––––

Loss before income tax (27,479) (110,272)Tax credit – –

––––––––––––– –––––––––––––

Loss for the year (27,479) (110,272)––––––––––––– –––––––––––––

Total comprehensive loss for the period attributable to the owners (27,479) (110,272)––––––––––––– –––––––––––––––––––––––––– –––––––––––––

42

Foreign Currency

The main functional currencies for the Company’s subsidiaries are US$.

Foreign currency transactions and balances

(i) Foreign currency transactions are translated into the functional currency using the exchange ratesprevailing at the dates of the transactions.

(ii) Foreign exchange gains and losses resulting from the settlement of such transactions and from thetranslation at the reporting period end exchange rates of monetary assets and liabilities denominatedin foreign currencies are recognised in the income statement.

(iii) Share capital, share premium and brought forward earnings are translated using the exchange ratesprevailing at the dates of the transactions.

Consolidation of foreign entities

On consolidation, results of the foreign entities are translated from the local functional currency to PoundSterling using average exchange rates during the period. All asset and liabilities are translated from the localfunctional currency to Pound Sterling using the reporting period end exchange rates. These exchangedifferences arising from the translation of the net investment in foreign entities are recognised in othercomprehensive income and accumulated in a separate component of equity.

Post transition exchange differences are recycled to profit or loss as a reclassification adjustment upondisposal of the foreign operation.

Intangible assets

Externally acquired: developed technologies

The externally acquired developed technologies which are the distribution platform for mobile applicationsare initially recognised at cost. This asset will be amortised over its useful life when it is being sold or used.Subsequent to initial recognition, this intangible asset is reported at cost less accumulated amortisation andaccumulated impairment losses. The carrying values are tested for impairment when there is an indicationthat the value of the assets might be impaired during the period. The amortisation period and amortisationmethod with a finite useful life are reviewed annually at year end. The assets have not been amortised in thethree reporting years as they are not in use.

The assessment of the future economic benefits generated by the above intangible asset involves asignificant degree of judgement based on management estimation of future potential revenue and profit andthe useful life of the assets. Reviews are performed regularly to ensure the recoverability of this intangibleasset.

Property, plant and equipment

Low value items are expensed to the profit or loss in the year of purchase. The Group has no property, plantand equipment assets in the three reporting years.

Research and development

Research expenditure is recognised in profit or loss in the period in which it is incurred.

Internal development expenditure is capitalised only if it meets the recognition criteria of IAS 38 ‘IntangibleAssets’. Where the criteria are not met, the expenditure is expensed to profit or loss. At each reporting year2014 to 2016, no amounts have met recognition criteria as the cost of the development cost of the assetcannot be measured reliably.

Employee benefits

Short-term benefits

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

43

Deferred taxation

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in thestatement of financial position differs from its tax base, except for differences arising on:

● the initial recognition of goodwill;

● the initial recognition of an asset or liability in a transaction which is not a business combination and atthe time of the transaction affects neither accounting or taxable profit; and

● investments in subsidiaries where the Company is able to control the timing of the reversal of thedifference and it is probable that the difference will not reverse in the foreseeable future.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit willbe available against which the difference can be utilised.

The amount of the asset or liability is determined using tax rates that have been enacted or substantiallyenacted by the balance sheet date and are expected to apply when the deferred tax liabilities or assets aresettled or recovered. Deferred tax balances are not discounted.

Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offsetcurrent tax assets and liabilities.

Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chiefoperating decision-maker. The chief operating decision maker has been identified as Philip Marcella.

The Board considers that the Company’s activity constitutes one operating and one reporting segment, asdefined under IFRS 8 and reviews the performance of the Company against forecasts.

The profit measures are operating profit and profit for the period, both disclosed on the face of the incomestatement. No differences exist between the basis of preparation of the performance measures used bymanagement and the figures in the Company financial information.

Equity instruments

Ordinary shares are classified as equity. Costs, net of VAT, directly attributable to the issue of new shares oroptions are shown in equity as a deduction from share premium.

Financial assets

The Group classifies its financial assets into the categories, discussed below, based upon the purpose forwhich the asset was acquired. Financial assets are recognised when the Company becomes party to theprovisions of a contract.

Loans and receivables

The Company classifies all its financial assets other than cash and cash equivalents as trade and otherreceivables (excluding prepayments). The classification depends on the nature of the financial assets.

Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held on call, together with other short-termhighly liquid investments which are not subject to significant changes in value and have original maturitiesof less than three months.

Trade and other Receivables

Trade and other receivables are classified as loans and receivables under financial assets where they havefixed or determined payments and are not quoted in an active market. Loans and receivables included infinancial assets are measured at amortised cost using the effective interest method, less any impairmentloss. Interest income is recognised by applying the effective interest rate, except for short-term receivableswhen the recognition of interest would be immaterial.

44

Financial liabilities

Financial liabilities are recognised when the Company becomes party to the provisions of a contract.The Group’s financial liabilities are all categorised as loans and payables. The loans and payables are madeup of:

● Trade payables and other short-term monetary liabilities excluding other taxes and social security costsand deferred income which are initially recognised at fair value and subsequently carried at amortisedcost using the effective interest method.

● Bank and other borrowings are initially recognised at fair value net of any transaction costs directlyattributable to the issue of the instrument and, if interest-bearing, are subsequently measured atamortised cost.

A financial liability is no longer recognised when the obligation under the liability is discharged, cancelled orexpires.

3. Financial Risk Management(a) Financial instruments by category

2014 2015 2016Financial assets £ £ £

Cash and cash equivalents 57,442 3,207 226Other receivables 29,073 35,602 106,355Amounts receivable on shares to be issued – – 4,824,228Loans due from related parties 219 – –

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

Loans and receivables 86,734 38,809 4,930,809––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

2014 2015 2016Financial liabilities £ £ £

Trade payables 63,093 74,703 510,604Other payables 9,666 101,282 196,792Accruals 5,555 276,815 1,299,299Loans due to related parties 12,381 188,236 298,212Loans and borrowings – Current – – 285,495

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

Loans and payables 90,695 641,036 2,590,402––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

(b) Fair value hierarchy

All the financial assets and financial liabilities recognised in the financial statements which are short-term in nature are shown at the carrying value which also approximates the fair values of those financialinstruments. Therefore, no separate disclosure for fair value hierarchy is required.

(c) Risk and sensitivity analysis

The Group’s activities expose it to a variety of financial risks, mainly credit risk, interest risk, foreignexchange risk and liquidity risk.

The Group’s overall risk management programme focuses on unpredictability and seeks to minimisethe potential adverse effects on the Group’s financial performance. The Group’s Board, on a regularbasis, reviews key risks and, where appropriate, takes actions to mitigate the key risks identified.

(i) Credit risk

The aggregate financial exposure is continuously monitored. The maximum exposure to creditrisk is the value of the outstanding amount of other receivables and bank balances. The Groupdoes not consider that there is any concentration of risk within other receivables, particularly inthe amounts receivable from shareholders on shares to be issued in December 2016 of£4.8 million. Therefore, no impairment was required. The Group’s exposure to credit risk on cash

45

and cash equivalents is considered low as the bank accounts are with banks with high creditratings.

(ii) Interest risk

The Group’s exposure in these areas as at the financial position date was minimal. Interest paidon loans was at fixed rates.

(iii) Foreign exchange risk

The Group’s exposure to foreign currency risk related primarily to cash and cash equivalents,trade and other payables that are denominated in US$ other than the functional currency of therelevant group entities.

(iv) Exposure to currency risk

The following table details the Group’s exposure at the end of the reporting period to currencyrisk arising from recognised assets or liabilities denominated in US$. Differences resulting fromthe translation of the financial statements of the entity within the Group into the Group’spresentation currency are excluded.

2014 2015 2016US$ US$ US$

£ £ £

Cash and cash equivalents 57,442 1,020 186Trade and other receivables 94,048 30,690 83,470Other payables and accruals (115,652) (759,507) (833,988)

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

35,838 (727,797) (750,332)––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

(v) Sensitivity analysis

The following table indicates the change in the Group’s loss for the period and accumulated lossesthat would arise if foreign exchange rates in US$ to which the Group has significant exposure atthe end of each reporting period had changed at that date, assuming all other risk variablesremained constant.

Effect on loss afterIncrease/ tax and accumulated losses(decrease) 2014 2015 2016in foreign US$ US$ US$

exchange rates £ £ £

US$ 10% (3,584) (72,780) (75,033)

(vi) Liquidity risk

The Group currently holds cash balances to provide funding for normal trading activity. Trade andother payables are monitored as part of normal management routine.

Borrowings and other liabilities mature according to the following schedule:

Within 1 year 1-2 years 2-5 years£ £ £

2014Trade and other payables 90,695 – –Loans & borrowings – – –

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

90,695 – –––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

46


2015Trade and other payables 641,037 – –Loans & borrowings – – –

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

641,037 – –––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––


2016Trade and other payables 2,304,907 – –Loans & borrowings 285,495 – –

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

2,590,402 – –––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

(vii) Capital risk management

The Group’s capital management objectives are to ensure its ability to continue as a going concernby pricing products and services commensurate with the level of risk; and to provide an adequatereturn to shareholders.

To meet these objectives, the Board reviews the budgets and forecasts on a regular basis toensure there is sufficient capital to meet the needs of the Group through to profitability and positivecash flow. All working capital requirements have been financed to date through fund raising andborrowings.

4. Loss from operations2014 2015 2016

£ £ £The operating loss is stated after charging:Research and development expenses 143,299 860,075 935,579Legal and professional fees 1,599 125,034 156,891Acquisition-related costs – – 14,795Staff costs (note 5) 144,414 346,719 998,059Foreign exchange losses – 1,138 15,002Deemed cost on reverse takeover1 – – 5,167,128

1 refer to ‘basis of consolidation’ in note 2 Accounting Policies for more details.

5. Staff costsThe average number of employees (including directors) during the period was made up as follows:

2014 2015 2016

Number of employees 5 5 10

The cost of employees during the period was made up as follows:

2014 2015 2016£ £ £

Short-term employee benefits (excluding directors’ fees) 144,414 346,719 998,059––––––––––––– ––––––––––––– –––––––––––––

Total staff costs 144,414 346,719 998,059––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

47

Key management personnel compensation included in the loss for the following periods were as follows:

2014 2015 2016£ £ £

Salaries – – 287,713Employers social security – – 10,036

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

Short-term employee benefits – – 297,749Fees1 43,736 616,645 577,625

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

Totals 43,736 616,645 875,374––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

1 These fees are paid either directly to the key management personnel (“KMP”) or through an entity the KMP has an interest in.These are disclosed in note 18 ‘ related party transactions’.

6. Finance expenses2014 2015 2016

£ £ £Finance expenseBank Interest 182 715 2,115Interest paid on loans 3,085 536 72,257Other interest – 524 2,004Finance arrangement fees – – 10,900

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

3,267 1,775 87,276––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

7. Tax credit2014 2015 2016

£ £ £The tax credit is as follows:UK Corporation tax – – –

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

Total current tax – – –––––––––––––– ––––––––––––– –––––––––––––

Deferred taxOrigination and reversal of timing differences – – –

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

Total tax credit – – –––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

Factors affecting the tax credit

The reasons for the difference between the actual tax charge for the year and the standard rate of corporationtax in the United Kingdom applied to the result for the year are as follows:

2014 2015 2016£ £ £

Loss on ordinary activities before income tax (426,881) (2,110,574) (8,790,222)Standard rate of corporation tax 20% 20% 20%Loss before tax multiplied by the standard rate of corporation tax 85,376 422,115 1,758,044AdjustmentsDeemed reverse takeover costs – – (1,033,426)Losses carried forward (85,376) (422,115 ) (724,618)

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

Tax credit – – –––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

48

Changes in tax rates for the three periods

The UK corporation tax rate for small company profit has been maintained at 20 per cent. for the threeperiods. Accordingly, the deferred tax asset or liability would have been calculated based on the rate of20 per cent. at the balance sheet date. Future enacted tax rates of 19 per cent. will apply from 1 April 2017and 18 per cent. from 1 April 2020.

Deferred tax assets have not been recognised in respect of tax losses due to lack of certainty of futureprofitability as the Company is still in its early start-up stage.

8. Earnings per share2014 2015 2016

£ £ £Basic and dilutedLoss for the year and earnings used in basic & diluted EPS (426,881) (2,110,574) (8,790,222)Weighted average number of shares used in basic and diluted EPS 9,967,740 9,967,740 12,574,169Loss per share (£) (0.04) (0.21) (0.70)

9. Intangible AssetsDeveloped

Technology£

CostAt 1 January 2014 –Additions 4,752Exchange adjustment 289

–––––––––––––

At 31 December 2014 5,041Additions 765,793Exchange adjustment 27,362

–––––––––––––

At 31 December 2015 798,196Additions –Exchange adjustment 160,905

–––––––––––––

At 31 December 2016 959,101–––––––––––––

AmortisationAt 1 January 2014, 31 December 2014, 2015 and 2016 –

–––––––––––––

Net Book valueAt 31 December 2014 5,041

––––––––––––––––––––––––––

At 31 December 2015 798,196––––––––––––––––––––––––––

At 31 December 2016 959,101––––––––––––––––––––––––––

On 1 October 2013 appScatter LLC entered into a conditional agreement to purchase the intellectualproperty of the developed technologies of the application distribution platform from Digital Software HouseLimited (a related party because Mr Philip Marcella and Mr William Booth were directors of this entity) for aconsideration of £488,537 ($800,000). However, as the conditions were not met, this transaction only tookplace in October 2015 when the purchase consideration was revised up to £765,793 ($1,170,000). Thiswas satisfied by the issue of shares in appScatter LLC of £654,524 ($1,000,000) and cash of £111,269($170,000).

Management does not believe that any impairment of the intangible asset is required at year ended 2014,2015 and 2016.

49

10. InvestmentsThe principal subsidiaries of the Company, all of which have been included in the consolidated financialinformation, are as follows:

Proportion of ordinary

sharesdirectly held

Name Principal activity Parent by parent

appScatter LLC (Delaware) Software development appScatter Limited 100%DSH Labs LLC (Delaware) Software development appScatter LLC 100%

On 18 May 2016 the Company acquired the entire issued share capital of appScatter LLC and its subsidiaryfor a consideration of £12,659,030 satisfied by the issue of 9,967,740 shares.

11. Trade and other receivables2014 2015 2016

£ £ £

Prepayments 64,755 – 20,285Other receivables 29,073 35,602 106,355Amounts receivable on shares to be issued – – 4,824,228Other taxes receivable – 723 150,719Loans due from third parties 219 – –

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

Total trade and other receivables 94,047 36,325 5,101,587––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

In 2016, amounts receivable on shares to be issued included £2.9 million related to cash considerationreceivables from the shareholders, £0.4 million for accrued staff bonus and £1.6 million for services to beprovided by suppliers in 2017. The total shares to be issued to satisfy the amounts receivable on shares tobe issued is 2,996,414. See note 15 share capital for more details.

12. Cash and cash equivalents2014 2015 2016

£ £ £

Cash at bank and in hand 57,442 3,207 226––––––––––––– ––––––––––––– –––––––––––––

Total cash and cash equivalents 57,442 3,207 226––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

The fair value of the cash & cash equivalents is as disclosed above.

For the purpose of the cash flow statement, cash and cash equivalents comprise the amounts shown above.

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13. Trade and other payables2014 2015 2016

£ £ £

Trade payables 63,093 74,703 510,604Accruals 5,555 276,816 1,299,299Social security & other taxes payables 24,957 111,494 308,706Other payables 9,666 101,282 196,792Loans due to related parties (note 18) 12,381 188,236 298,212

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

Total trade and other payables 115,652 752,531 2,613,613––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

The US$-denominated amount of $170,000 included in other payables (2015: £115,207; 2016: £138,431)was due to creditors of DSH Realisation Limited (DSHR), a company which was dissolved in October 2015.These creditors were assumed by appScatter LLC. Mr W Booth acted as Nominee for the shareholders ofDSHR.

14. Loans and borrowings2014 2015 2016

£ £ £CurrentLoans – – 285,495

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

Total loans and borrowings – – 285,495––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– –––––––––––––

The carrying value of the loans and borrowings approximates to their fair value.

The interest-bearing loan in 2016 of £285,495 was due to Kuflink Bridging Ltd and is repayable on demand.William Booth, a related party, is a director of this company. The monthly interest rate is 2 per cent.

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15. Share capitalOrdinary shares ‘A’ Ordinary shares

Common stocks 0.0001p 0.0001pNominal Nominal Nominal

Number value Number value Number value£ £ £

appScatter LLCAt 1 January 2014 4,430,750 –Issue of shares1 1,068,339 520,434

–––––––––––– ––––––––––––

At 31 December 2014 5,499,089 520,434Issue of shares2 3,565,393 2,354,687

–––––––––––– ––––––––––––

At 31 December 2015 9,064,482 2,875,121Issue of shares3 903,258 616,195

–––––––––––– ––––––––––––

At 18 May 2016 9,967,740 3,491,316–––––––––––– –––––––––––––––––––––––– ––––––––––––

appScatter LimitedAt 21 September 20154 1 1 – –Subdivision of shares4 999,999 – – –

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

At 31 December 2015 1,000,000 1 – –Shares issued5 3,769,783 4 – –Shares issued – payment of services6 534,625 – – –Shares issued – acquisition of appScatter LLC7 9,967,740 10 20,000 –

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

At 31 December 2016 15,272,148 15 20,000Included in Shares To Be IssuedUnpaid shares to be issued 2,996,414 – – –

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

At 31 December 2016 18,268,562 15 20,000 ––––––––––––– –––––––––––– –––––––––––– –––––––––––––––––––––––– –––––––––––– –––––––––––– ––––––––––––

1 The shares issued in appScatter LLC during the year to 31 December 2014 were at $0.80 (£0.49) per share.

2 The shares issued in appScatter LLC during the year to 31 December 2015 were: 2,384,361 shares at $0.80 (£0.52) per share,81,200 shares at $1.25(£0.82) per share and 637,562 shares at $1.91(£1.25) per share.

3 The shares issued in appScatter LLC during the year to 31 December 2016 were: 758,646 shares at $0.80 (£0.59) per share,77,494 shares at $1.25(£0.93) per share and 67,118 shares at $1.91(£1.41) per share.

4 Upon incorporation on the 21 September 2015, 1 ordinary share of £1 was allotted. On the 6 May 2016, this share was subdividedinto 1,000,000 ordinary shares of 0.0001p each.

5 Of these shares issued in appScatter Limited, 2,966,046 were issued at nil consideration and remaining 803,737 at £1.61 pershare.

6 Of these shares issued in appScatter Limited, 13,577 were issued at £1.27 per share, 78,492 shares at £1.28 per share andremaining 442,556 at £1.61 per share.

7 On 18 May 2016 appScatter Limited issued 9,967,740 shares at £1.27 per share for the acquisition of appScatter LLC.

The proceeds from the issue of 2,996,414 shares in December 2016 are due from the shareholders. Theproceeds receivable is separately disclosed in trade and other receivables. Of these shares to be issued,985,386 shares to be issued to suppliers for services. During the year 534,625 shares were issued tosuppliers for services provided to the Group.

The value of the shares to be issued relates to share capital which has been committed to but not yet issuedat 31 December 2016, recognised in the ‘shares to be issued’ reserve. The amount receivable for theseunpaid shares to be issued is included in ‘Amounts receivable on shares to be issued’ in note 11 ‘Trade andother receivables’.

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The ordinary and ‘A’ Ordinary Shares are constituted as separate classes of shares.

Each of the above classes of shares carry the rights to one vote per share at general meetings and dividenddistribution.

Each of the above classes of shares have rights to participate in distribution of the sale proceeds of thecompany’s share capital or winding up or reduction of capital in accordance with the order of distribution asset out in the Article of Associations.

20,000 Ordinary A Shares issued to Philip Marcella during the year carried the additional right to appointone director to the Board.

Following 31 December 2016, these Ordinary A Shares were redesignated as ordinary shares ranking paripassu with all other appScatter Limited ordinary shares in issue.

16. ReservesThe following describes the nature and purpose of each reserve within equity:

Share premium Amount subscribed for share capital in excess of nominal value lessany issue or fundraising costs related to shares issued, written offagainst this account.

Shares to be issued Amount subscribed for share capital that has been committed to butnot yet issued in excess of nominal value.

Other reserve Fundraising costs related to share issues of appScatter LLC.

Reverse acquisition reserve Effect on equity of the reverse acquisition of appScatter LLC.

Foreign exchange reserve Foreign exchange translation gains and losses arising on thetranslation of the financial statements from the functional to thepresentation currency.

Retained earnings Retained earnings represents all other net gains and losses andtransactions with shareholders (for example dividends) notrecognised elsewhere.

17. CommitmentsOperating lease commitments

The Company leases office facilities under several cancellable operating lease agreements, with a month’snotice period The Company has an onerous property lease which has expired in April 2017 and has accrued£267,000 in December 2015 and 2016 to cover rental costs due after the company vacated the propertyin November 2015. The net liability due at 31 December 2016 is £302,000 after deduction of rent depositand advanced rent paid.

Capital commitments

There were no amounts contracted for but not provided as at 31 March 2014, 2015 and 2016.

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18. Related Party TransactionsDuring the year the Company entered into the following transactions with related parties:

December 2014 December 2015 December 2016Amounts Amounts Amounts

due due dueTrans- (from)/to Trans- (from)/to Trans- (from)/toaction related action related action related

Related party Note Transaction type amounts parties amounts parties amounts parties£ £ £ £ £ £

Mobile Software 1 Funding – (219) 605 386 (386) –House LLC

P Marcella current 2 Consultancy fees, 11,719 12,381 169,360 181,741 (180,856) 885account funding and

expenses

P Marcella 7 R&D consultancy 43,736 – 539,328 – – –fees

P Marcella 8 Fees – shares to – – – – 180,000 180,000be issued

W Booth current 2 Funding and – – 9,241 9,241 38,094 47,334account expenses

W Booth 7 Accounting and 8,465 – 66,712 14,350 5,675 5,675consultancy services

W Booth 8 Fees – shares to – – – – 80,000 80,000be issued

M Kotecha 3 Loans, salaries & – – – – 68,117 68,117Consultancy

R Malhotra 3 Consultancy – – 15,000 – 106,500 30,000

R Teideman 3 Consultancy – – 16,500 – 216,106 148,441

ELK Associates 4 Non-executive – – – – 12,500 –LLP director fees

Polar Lights 2 5 Non-executive Limited director fees – – – – 14,583 –

High Value Partners 6 Consultancy – salesLimited and marketing – – – – 30,689 26,522

High Value Partners 6 Non-executive – – – – 14,583 –Limited director fees

Note

1. Philip Marcella is a key management person and major shareholder of appScatter Limited, as well as the sole shareholder ofMobile Software House LLC.

2. William Booth’s current account for 2014, 2015 and 2016 included fees of £4,131, £7,854 and £73,150 respectively. PhilipMarcella’s current account for 2014, 2015 and 2016 included fees of £nil, £45,817 and £168,329 respectively.

3. These are current accounts with former directors and current shareholders of appScatter Limited. All three were appointed asdirectors on 1 June 2016 and Mr Malhotra and Mr Teideman resigned on 31 July 2016 and Mr Kotecha on 20 August 2016. In2016, Mr Kotecha also invoiced £48,131 through MMDN LLP, a company where he has an interest. This is included in the abovetransaction amount.

4. As at 31 December 2016, Mr Clive Carver was a non-executive director of appScatter Limited and has an interest in ELKAssociates LLP. Services were paid for in shares.

5. As at 31 December 2016, Mr Michael Buchen was a non-executive director of appScatter Limited and has an interest in PolarLights 2 Limited. His service was paid in shares.

6. As at 31 December 2016, Priyanka Lilaramani was a non-executive director of appScatter Limited and is the sole shareholder ofHigh Value Partners Limited. Her service was paid in shares.

7. William Booth provided services to the company as a self-employed consultant. His services were partly paid in shares and cash.William Booth’s services in 2015 and 2016 includes £14,350 and £25,700 respectively of fees which will are included in thepre-acquisition losses as they are between September 2015 and April 2016. Philip Marcella’s fee of £523,620 ($800,000) in 2015was paid in shares.

8. In 2016, fees due to Philip Marcella and William Booth of £180,000 and £80,000, respectively are to be paid in shares. Theseshares have been issued since 31 December 2016.

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The amounts due from/(to) for the above parties are non-interest-bearing balances and included under tradeand other receivables and trade and other payables notes.

19. Contingent LiabilitiesPayments have been made to individuals providing services to the Group who have been treated ascontractors. The Directors have concluded that this treatment is appropriate based on the circumstances;however, a potential tax liability exists if they are deemed to be employees. It is not possible to accuratelyquantify the potential liability, but the maximum possible liability it is not expected to exceed £590,000. Tomitigate this risk, the Group has put in place appropriate indemnification arrangements. The Company couldalso seek to recover from the individuals and/or offset against tax already settled with the relevant authorities.

20. Events after the reporting dateDuring the 5 months to 31 May 2017, the Company allotted £4.8 million worth of shares (£2.8 million wasreceived in cash and £2.0 million in exchange for services) for the shares to be issued at 31 December 2016.

During 2017 a further issue of shares to existing and new investors raised an additional £1.1 million for cash,before costs, including the issue of 474,428 shares at a price of £1.61 per share in July 2017. During 2017shares were also issued as payment for £1.2 million of services. Following these share issues appScatterLimited had a total of 19,732,815 shares in issue.

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PART IV

(C) ACCOUNTANT’S REPORT ON THE UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE GROUP

29 August 2017

The DirectorsSmith & Williamson Corporate Finance Limited25 MoorgateLondonEC2R 6AY

The DirectorsStifel Nicolaus Europe Limited150 CheapsideLondonEC2V 6ET

The DirectorsappScatter Group plcSalisbury HouseLondon WallLondonEC2M 5PS

Dear Sirs

Pro Forma Statement of Net Assets – appScatter Group plc (the “Company”)

We report on the pro forma statement of net assets set out below relating to the Company which has beenprepared on the basis described in the notes, for illustrative purposes only, to provide information abouthow the transaction might have affected the financial information presented on the basis of the accountingpolicies adopted by the Company in preparing the financial statements for the period ended 31 December2016. This report is required by guidance issued by London Stock Exchange plc with respect to the AIMmarket and is given for the purpose of complying with that guidance and for no other purposes.

ResponsibilitiesIt is the responsibility of the directors of the Company to prepare the pro forma financial information inaccordance with guidance issued by the London Stock Exchange.

It is our responsibility to form an opinion, as required by guidance issued by the London Stock Exchange,as to the proper compilation of the pro forma financial information and to report that opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us onany financial information used in the compilation of the pro forma financial information, nor do we acceptresponsibility for such reports or opinions beyond that owed to those to whom those reports or opinionswere addressed by us at the dates of their issue.

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Basis of OpinionWe conducted our work in accordance with the Standards for Investment Reporting issued by the AuditingPractices Board in the United Kingdom. The work that we performed for the purpose of making this report,which involved no independent examination of any of the underlying financial information, consisted primarilyof comparing the unadjusted financial information with the source documents, considering the evidencesupporting the adjustments and discussing the pro forma statement of net assets with the directors of theCompany.

We planned and performed our work so as to obtain the information and explanations we considerednecessary in order to provide us with reasonable assurance that the pro forma financial information hasbeen properly compiled on the basis stated and that such basis is consistent with the accounting policiesof the Company.

OpinionIn our opinion:

(a) the pro forma statement of net assets has been properly compiled on the basis stated; and

(b) such basis is consistent with the accounting policies of the Company.

DeclarationFor the purposes of guidance issued by the London Stock Exchange we are responsible for this report aspart of the AIM Admission Document and declare that we have taken all reasonable care to ensure that theinformation contained in this report is, to the best of our knowledge, in accordance with the facts andcontains no omission likely to affect its import. This declaration is included in the AIM Admission Documentin compliance with guidance issued by the London Stock Exchange.

Yours faithfully

Kingston Smith LLPChartered Accountants & Registered Auditors

60 Goswell RoadLondonEC1M 7AD

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PART IV

(D) UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE GROUP

Set out below is the unaudited pro forma statement of net assets of the Group as at 31 December 2016(the “Pro Forma Financial Information”). The Pro Forma Financial Information has been prepared on the basisset out in the notes below and has been prepared for illustrative purposes only. Because of its nature, thePro Forma Financial Information addresses a hypothetical situation and, therefore, does not represent theGroup’s actual financial position. It is based on the audited balance sheet as at 31 December 2016, whichis reproduced in Part IV(B) “Historical Financial Information of the Group” of this document. Users shouldread the whole of this document and not rely solely on the summarised financial information contained inthis section.

As reported Collect Pre-IPO, Pro-forma31 December cash share post year IPO 31 December

2016 debtors end placing Placing 2016£ £ £ £ £

Note 1 Note 2 Note 3 Note 4Non-current assetsIntangible assets 959,101 – – – 959,101

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

Total non-current assets 959,101 – – – 959,101––––––––––––– ––––––––––––– ––––––––––––– ––––––––––––– –––––––––––––

Current assetsTrade and other receivables 5,101,587 (2,806,786) – – 2,294,801Cash and cash equivalents 226 2,806,786 1,012,484 7,800,000 11,619,496

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

Total current assets 5,101,813 – 1,012,484 7,800,000 13,914,297––––––––––––– ––––––––––––– ––––––––––––– ––––––––––––– –––––––––––––

Total assets 6,060,914 – 1,012,484 7,800,000 14,873,398––––––––––––– ––––––––––––– ––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– ––––––––––––– ––––––––––––– –––––––––––––

Current liabilitiesTrade and other payables 2,613,613 – – – 2,613,613Loans and borrowings 285,495 – – – 285,495

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

Total current liabilities 2,899,108 – – – 2,899,108––––––––––––– ––––––––––––– ––––––––––––– ––––––––––––– –––––––––––––

Total liabilities 2,899,108 – – – 2,899,108––––––––––––– ––––––––––––– ––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– ––––––––––––– ––––––––––––– –––––––––––––

Net assets 3,161,806 – 1,012,484 7,800,000 11,974,290––––––––––––– ––––––––––––– ––––––––––––– ––––––––––––– –––––––––––––––––––––––––– ––––––––––––– ––––––––––––– ––––––––––––– –––––––––––––

Notes:

1. The statement of financial position of the Company as at 31 December 2016 has been extracted without adjustment fromappScatter Limited’s financial information set out in Part IV (B) of the Admission Document. The Directors consider that thesubstance of the acquisition of appScatter Limited by the Company is that of a reverse acquisition and that the reverse acquisitionaccounting method, as permitted by IFRS 3 “Business combinations”, will be adopted as the basis of consolidation in the firstpublished accounts of the Company following completion of the acquisition. No adjustments were required to appScatter Limited’sstatement of financial position under this accounting treatment.

No account has been taken of the trading activities of the Group subsequent to 31 December 2016.

2. Funds totalling £2.8 million were collected in respect of share debtors as at 31 December 2016.

3. The Group raised £1.1 million (gross) in cash from pre-IPO fundraising rounds since 31 December 2016 and before the Placing.Associated costs of this fundraising were approximately £0.1 million.

4. The Company raised £9.0 million (gross) from the Placing and Subscription. Associated costs of the Placing and Subscriptionwere approximately £1.2 million.

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PART V

ADDITIONAL INFORMATION

1. RESPONSIBILITY STATEMENTThe Company and the Directors, whose names and functions are set out on page 5 of this document,accept responsibility, both individually and collectively, for the information contained in this documentincluding individual and collective responsibility for compliance with the AIM Rules. To the best of theknowledge of the Directors and the Company (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 does not omitanything likely to affect the import of such information.

2. THE COMPANY2.1 The Company was incorporated in England and Wales under the 2006 Act on 3 April 2017 with

company number 10706264 as a public limited company. On 22 August 2017 the Company obtaineda trading certificate pursuant to section 761 of the 2006 Act entitling it to do business and borrow.

2.2 The registered office of the Company is c/o Druces LLP, Salisbury House, London Wall, London EC2M5PS. The Company’s website which discloses the information required by Rule 26 of the AIM Rulesis www.appscatterplc.com. The Company’s trading address is 1 Fore Street, London EC2Y 9DT. TheCompany’s telephone number is +44 (0)20 3865 2044.

2.3 The principal activity of the Company is to act as a holding company. It acts as the holding companyof the Group, whose principal activities are described more fully in Part II of this document. Details ofthe Company’s subsidiaries are set out in paragraph 4 of this Part V.

2.4 The Company has no administrative, management or supervisory bodies other than the Board, theaudit committee and the remuneration and nomination committee, details of which are set out inPart II of this document.

2.5 The Company is governed by its Articles and the principal legislation under which the Companyoperates, and under which the Ordinary Shares have been created, is the 2006 Act and theregulations made thereunder.

2.6 The Group’s auditor is Kingston Smith LLP, Devonshire House, 60 Goswell Road London EC1M 7AD.Kingston Smith LLP is a member of the Institute of Chartered Accountants in England and Wales.

2.7 The accounting reference date of the Company is 31 December.

2.8 The International Security Identification Number or “ISIN” for the Ordinary Shares is GB00BF54H884.

2.9 The liability of the Shareholders is limited.

2.10 The Company is domiciled in England and Wales.

3. SHARE CAPITAL OF THE COMPANY3.1 The issued fully paid up share capital of the Company prior to Admission and as it is expected to be

immediately following Admission, is as follows:

Aggregate Number ofOrdinary Shares nominal value Ordinary Shares

Prior to Admission £2,446,599.40 49,331,988Immediately following Admission £3,158,907.10 63,178,142

3.2 The Company does not have an authorised share capital. The Company was incorporated with ashare capital of £0.10 divided into two Ordinary Shares of £0.05 each which were fully paid.

59

3.3 On 21 August 2017, pursuant to the acquisition of the entire issued share capital of appScatter Limitedreferred to in paragraph 12.2 below, the Company issued a total of 49,331,986 Ordinary Shares,credited as fully paid, following which the share capital of the Company was £2,466,599.40 dividedinto 49,331,988 Ordinary Shares with a nominal value of £0.05 each.

3.4 On 15 May 2017 options were granted to employees of the Group to subscribe for a total of 891,472shares in appScatter Limited at £1.29 per share (of which 193,798 were granted to Jason Hill, aDirector of the Company). Following the Company’s acquisition of the entire issued share capital ofappScatter Limited on 21 August 2017, pursuant to the transaction described in paragraph 12.2 ofthis Part V, invitations were made to each grantee, in accordance with the terms of their original optionagreements, to release their options in appScatter Limited in exchange for the grant to them of optionsto subscribe for Ordinary Shares. All such holders agreed to do so and accordingly on 22 August2017 options were granted to these employees to subscribe for up to 2,228,680 Ordinary Shares inthe Company at a price of £0.516 per Ordinary Share (of which 484,495 were granted to Jason Hill).These options are exercisable until 15 May 2027. With the exception of Jason Hill and one otheremployee, one half of each holder’s options vest on the first anniversary of the commencement oftheir employment start date and the balance vest in 24 equal instalments over a two year period. Inthe case of Jason Hill and one other employee, the initial 50 per cent. of the Options granted to themvested immediately on grant. Further details of the terms of these options, which are in a standardform, are given in paragraph 7.6 of this Part V below. Jason Hill’s interests in these options are subjectto a lock-in agreement, further details of which are provided in paragraph 12.4 of this Part V below.

3.5 On 21 August 2017 the Company granted to Ruffena Capital Limited warrants to subscribe for up to70,156 new Ordinary Shares at £0.644 per Ordinary Share. These warrants expire in tranches on arange of dates between 24 August 2023 and 4 May 2024, and were issued by way of replacementof a warrant of equivalent value and duration granted on 26 July 2017 which had entitled RuffenaCapital Limited to subscribe for up to 28,060 ordinary shares in appScatter Limited at £1.61 perappScatter Limited share.

3.6 On 24 August 2017 options were granted to the Directors, subject to Admission, over a total of2,137,396 new Ordinary Shares, representing an aggregate of 3.38 per cent. of the Enlarged ShareCapital on Admission, at an exercise price equal to the Placing Price. These options are exercisableuntil the tenth anniversary of Admission and vest in three equal annual instalments commencing onthe first anniversary of Admission. The Directors’ interests in options to subscribe for new OrdinaryShares in the Company are as stated in the table which appears in paragraph 6.5 of this Part V below.

3.7 On 1 August 2017, the Company passed a special resolution to, inter alia, adopt the Articles, andconfer authority on the Directors for the purposes of section 551 of the 2006 Act to allot relevantsecurities of the Company:

(i) up to an aggregate nominal amount of £3,000,000 pursuant to the acquisition of appScatterLimited;

(ii) otherwise than pursuant to paragraph (i) above, up to an aggregate nominal value of equal tothe nominal value of one fifth of the issued share capital of the Company at close of businesson 30 September 2017, such authorisation expiring on the date of the next annual generalmeeting of the Company.

The special resolution disapplied, pursuant to s561 of the 2006 Act, the statutory pre-emption rightson the issue of equity securities for cash, pursuant to the section 551 authority referred to in paragraph(ii) and (iii) above.

By a special resolution passed on 21 August 2017, the Shareholders passed a special resolutionconferring authority on the Directors, for the purposes of s551 of the 2006 Act, to allot relevantsecurities of the Company up to an aggregate amount of £700,000 in respect of the Placing, suchauthority expiring on 30 September 2017. The special resolution also disapplied, pursuant to s561of the 2006 Act, the statutory pre-emption rights on the issue of equity securities for cash, pursuantto this s551 authority.

3.8 The number of Existing Ordinary Shares is 49,331,988. The Company will, pursuant to the Placing(and in accordance with the terms of the Placing Agreement), allot 13,846,154 Placing Shares at the

60

Placing Price, of which 6,153,854 will be allotted conditionally upon Admission. Accordingly,immediately following Admission the issued share capital of the Company will increase to£3,158,907.10 divided into 63,178,142 Ordinary Shares.

3.9 The Placing Shares will, following allotment, rank pari passu in all respects with the Existing OrdinaryShares including the right to receive all dividends and other distributions hereafter declared, paid ormade on the share capital of the Company.

3.10 The holders of Existing Ordinary Shares will be diluted by the issue of the Placing Shares. The effectof the issue of the Placing Shares (assuming that the Placing is fully subscribed by parties who arenot holders of Existing Ordinary Shares) will be that holders of Existing Ordinary Shares at the date ofthis document will own 78.1 per cent. of the Enlarged Share Capital following Admission.

3.11 Save as disclosed in this Part V, as at the date of this document:

(a) no shares in the capital of the Company or of any member of the Group is under option or is thesubject of an agreement, conditional or unconditional, to be put under option;

(b) no shares in the capital of the Company have been issued, or are now proposed to be issued,otherwise than fully paid;

(c) there are no shares in the capital of the Company which do not represent capital;

(d) no person has any preferential subscription rights for any share capital of the Company;

(e) no commissions, discounts, brokerages or other special terms have been granted by theCompany in connection with the issue or sale of any shares in the capital of the Company;

(f) the Company does not hold any of its own Ordinary Shares as treasury shares and none of theCompany’s subsidiaries hold any Ordinary Shares;

(g) the Company has no convertible debt securities, exchangeable debt securities or debt securitieswith warrants in issue; and

(h) there are no acquisition rights or obligations over the unissued share capital of the Companyand there is no undertaking to increase the share capital of the Company.

4. SUBSIDIARIESThe Company has the following subsidiaries each of which is wholly owned:

4.1 appScatter Limited, incorporated in England and Wales on 21 September 2015 as a private companylimited by shares with company number 09786498.

4.2 appScatter LLC, incorporated in Delaware, USA, on 1 August 2013, as a limited liability companywith Federal ID Number 46-3445738.

4.3 DSH Labs LLC, incorporated in Delaware, USA, on 17 October 2013, as a limited liability companywith Federal ID Number 46-3918193.

5. ARTICLES OF ASSOCIATION5.1 The intention of the Company is to carry on business as a holding company of the Group.

5.2 The Articles, which were adopted by the Shareholders in their current form pursuant to a specialresolution passed at a general meeting of the Company held on 1 August 2017, contain provisionswhich are summarised below in this paragraph 5.2:

Liability of Shareholders

The liability of the Shareholders of the Company is limited to the amount, if any, unpaid on the OrdinaryShares held by them.

Allotment of Shares and Pre-emption

The Directors must not allot shares or grant rights to subscribe for or to convert any security intoshares except in accordance with section 550 and 551 of the 2006 Act. A Director who knowingly

61

contravenes, or permits contravention of, this is liable to a fine. However, the allotment remains valideven if section 549 is breached.

In certain circumstances, the Company’s Shareholders may have statutory pre-emption rights underthe 2006 Act in respect of the allotment of new Ordinary Shares in the Company. These statutorypre-emption rights would require the Company to offer new Ordinary Shares for allotment to existingShareholders on a pro rata basis before allotting them to other persons. In such circumstances, theprocedure for the exercise of such statutory pre-emption rights would be set out in the documentationby which such Ordinary Shares would be offered to the Company’s Shareholders.

Redeemable Shares

The Company can issue redeemable shares and the Board has the flexibility in setting the terms,conditions and manner of redemption of redeemable shares.

Share Rights

Save as may be permitted by the 2006 Act, the Company shall not give financial assistance, whetherdirectly or indirectly, for the purpose of the acquisition of any Ordinary Shares in the Company or itsholding company (if any) or for reducing or discharging any liability incurred for the purpose of anysuch acquisition.

Subject to the 2006 Act and to the authority of the Company in an Annual General Meeting or aGeneral Meeting required by the 2006 Act, the Directors shall have unconditional authority to allot,grant options over, offer or otherwise deal with or dispose of any unissued Ordinary Shares of theCompany to such persons, at such times and generally on such terms and conditions as the Directorsmay determine.

The Company may in connection with the issue of any Ordinary Shares exercise all powers of payingcommission and brokerage conferred or permitted by the 2006 Act. Any such commission orbrokerage may be satisfied in fully or partly paid Ordinary Shares in the Company, in which case,Sections 552 and 553 of the 2006 Act shall be complied with.

If two or more persons are registered as joint holders of any Ordinary Share, any one of such personsmay give effectual receipts for any dividend or other moneys payable in respect of such OrdinaryShare.

Subject to the provisions of the 2006 Act and to any rights conferred on the holders of any otherOrdinary Shares, the Company may, with the sanction of a special resolution, issue Ordinary Shareswhich are to be redeemed or are liable to be redeemed at the option of the Company or of theShareholder on such terms and in such manner as may be provided by the Articles save that thedate on or by which, or dates between which, any such Ordinary Shares are to be or may beredeemed may be fixed by the Board (and if so fixed, the date or dates must be fixed before theOrdinary Shares are issued).

Calls on Shares

Subject to the terms of issue, the Board may from time to time make calls upon the Shareholders inrespect of any amounts unpaid on their Ordinary Shares. Each Shareholder shall, subject to receivingat least 14 clear days’ notice specifying when and where payment is to be made and whether or notby instalments, pay to the Company the amount called on his Ordinary Shares. In the event of non-payment, interest, together with all expenses that have been incurred by the Company by reason ofsuch non-payment, shall be payable on the amount unpaid from the day it become due until paid.

A call may be revoked or postponed, in whole or in part, as the Board may decide.

Forfeiture

If a Shareholder or person entitled by transmission fails to pay in full any call or instalment of a call onor before the day appointed for payment thereof, the Board may at any time thereafter serve a noticeon him requiring payment of so much of the call or instalment as is unpaid, together with any interestand expenses which may have accrued.

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The notice shall name a further day (not being less than 14 days from the date of service of the notice)on or before which, and the place where, the payment required by the notice is to be made, and shallstate that in the event of non payment in accordance therewith the Ordinary Shares on which the callwas made will be liable to be forfeited.

If the requirements of any such notice as aforesaid are not complied with, any Ordinary Share inrespect of which such notice has been given may at any time thereafter, before payment of all callsand interest and expenses due in respect thereof has been made, be forfeited by a resolution of theBoard to that effect. Such forfeiture shall include all dividends declared in respect of the forfeitedOrdinary Share and not actually paid before forfeiture. An entry of such notice having been given andof the forfeiture and the date of forfeiture shall immediately be made in the register in respect of suchshare. However, no forfeiture shall be invalidated by any omission to give such notice or to make suchentry in the register.

The Board may annul the forfeiture of a share, at any time before any forfeited share has beencancelled or sold, re-allotted or otherwise disposed of.

The Board may accept a surrender of any Ordinary Share liable to be forfeited hereunder in lieu offorfeiture and the provisions of the Articles shall apply to any Ordinary Share so surrendered as if ithad been forfeited.

Subject to the provisions of the 2006 Act, an Ordinary Share so forfeited or surrendered shall becomethe property of the Company and may be sold, re allotted or otherwise disposed of either to theperson who was before such forfeiture or surrender the holder thereof or entitled thereto, or to anyother person, upon such terms and in such manner as the Board shall think fit. At any time before asale, re allotment or disposal the forfeiture or surrender may be cancelled on such terms as the Boardmay think fit. The Board may, if necessary, authorise some person to transfer a forfeited or surrenderedOrdinary Share to any such other person as aforesaid.

A Shareholder whose Ordinary Shares have been forfeited or surrendered shall cease to be aShareholder in respect of such Ordinary Shares (and shall surrender to the Company for cancellationthe certificate for such Ordinary Shares), but shall notwithstanding the forfeiture or surrender remainliable to pay to the Company all moneys which at the date of forfeiture or surrender were presentlypayable by him to the Company in respect of the Ordinary Shares with interest thereon at thePrescribed Rate. The Board may, if it thinks fit, waive the payment of all or part of such money and/orthe interest payable thereon.

A statutory declaration by a Director of the Secretary that a share has been forfeited on a specifieddate shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitledto the share.

Lien

The Company shall have a first and paramount lien on every Ordinary Share (not being a fully paidOrdinary) for all amounts payable to the Company (whether presently or not) in respect of that OrdinaryShare. The Board may at any time, either generally or in any particular case, waive any lien that hasarisen, or declare any Ordinary Share to be wholly or partly exempt from the lien. The Company’s lienon an Ordinary Share shall extend to all dividends and other moneys payable in respect of it. TheCompany may sell, in such manner as the Board determines, any Ordinary Share on which theCompany has a lien if a sum in respect of which the lien exists is presently payable and is not paidwithin 14 clear days after notice has been sent to the holder of the Ordinary Share, or to the personentitled to it by transmission, demanding payment and stating that if the notice is not complied withthe Ordinary Share may be sold.

Transfer of Shares

All transfers of Ordinary Shares which are in certificated form may be effected by an instrument oftransfer in any usual form or any other form which the Board may approve, and shall be signed by oron behalf of the transferor and, unless the Ordinary Share is a fully paid Ordinary Share, the transferee.The transferor will be deemed to remain the holder of the Ordinary Share until the name of thetransferee is entered in the register in respect of it.

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Under and subject to the uncertificated securities rules, the Board may permit title to shares of anyclass to be evidenced otherwise than by certificate and title to shares of such a class to be transferredby means of a relevant system and may make arrangements for a class of shares (if all shares of thatclass are in all respects identical) to become a participating class.

The Board may, in its absolute discretion and without giving any reason, decline to register the transferof a certificated Ordinary Share which is not fully paid, provided that, in the case of a class of OrdinaryShares which have been admitted to trading on AIM, the refusal does not prevent dealings from takingplace on an open and proper basis. The Board may also decline to register the transfer of a certificatedOrdinary Share unless the instrument of transfer (i) is lodged, duly stamped (if stampable), at the placewhere the register of members of the Company is kept accompanied by the certificate for the OrdinaryShare to which it relates and such other evidence as the Board may reasonably require to show theright of the transferor to make the transfer; (ii) is in respect of only one class of Ordinary Shares; and(iii) is in favour of not more than four transferees.

The Board may decline to register a transfer of an uncertificated Ordinary Share subject to compliancewith the uncertificated securities rules and where, in the case of a transfer to joint holders, the numberof joint holders to whom the uncertificated Ordinary Share is to be transferred exceeds four.

In addition, the Board may also refuse to register a transfer of any Ordinary Share (whether acertificated Ordinary Share or not and whether fully paid or not):

(a) to an entity which is not a natural or legal person;

(b) to a minor, to a person in respect of whom a receiving order or adjudication order in bankruptcyhas been made which remains undischarged or to a person who is then suffering from mentaldisorder and where (i) a registered medical practitioner who is treating him gives a written opinionto the Company stating that he has become physically or mentally incapable of acting as aShareholder and may remain so for more than three months; or (ii) he is or has been sufferingfrom mental or physical ill health and the Board shall resolve that he be disqualified.

If the Board declines to register a transfer, it shall send the transferee notice of its refusal within twomonths after the date on which the instrument of transfer was lodged with the Company or theinstructions to the relevant system were received.

No fee shall be charged for the registration of any instrument of transfer or other document relatingto or affecting the title to an Ordinary Share.

Failure to Disclose Interests in Shares

If any Shareholder, or any other person appearing to be interested in Ordinary Shares held by suchShareholder, shall have been duly served with a notice under section 793 of the 2006 Act and hasfailed in relation to any Ordinary Shares (the “default Ordinary Shares”) to give the Company theinformation thereby required within the prescribed period from the date of notice, the followingsanctions shall apply:

(a) the Shareholder shall not be entitled in respect of the default Ordinary Shares or any otherOrdinary Shares held by the Shareholder to attend and vote either personally or by proxy at anygeneral meeting of the Company or to exercise any other right conferred on Shareholders inrelation to any such meeting or poll; and

(b) where the default Ordinary Shares represent at least 0.25 per cent. in nominal value of theirclass the Board may direct that:

(i) any dividend or other money payable in respect of the default Ordinary Shares shall beretained by the Company without any liability to pay interest on it and the Shareholder shallnot be entitled to elect in the case of a scrip dividend to receive Ordinary Shares insteadof that dividend;

(ii) no transfer, other than an excepted transfer, of any shares held by the Shareholder shallbe registered unless the Shareholder himself is not in default of supplying the requiredinformation and the Shareholder proves to the satisfaction of the Board that no person indefault of supplying such information is interested in any of the shares that are the subjectof the transfer;

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(iii) For the purposes of ensuring (b)(ii) can apply to all shares held by the Shareholder, theCompany may in accordance with the uncertificated securities rules, issue a writtennotification to the operator requiring conversion into certificated form of any share held bythe member in uncertificated form.

The above restrictions shall continue until either the default is remedied or the Ordinary Shares arethe subject of an approved transfer. Any dividends withheld shall be paid to the Shareholder as soonas practicable after the above restrictions lapse.

Alterations to Capital

Except as otherwise provided by or pursuant to the Articles or by the conditions of issue, any newOrdinary Share capital shall be considered as part of the existing Ordinary Share capital, and shall besubject to the same provisions with reference to the payment of calls, transfer, transmission, forfeiture,lien and otherwise as the existing Ordinary Share capital.

The Company may from time to time by ordinary resolution:

(a) cancel any Ordinary Shares which at the date of the passing of the resolution have not beentaken or agreed to be taken by any person and diminish the amount of its Ordinary Share capitalby the amount of the Ordinary Shares so cancelled;

(b) sub divide its Ordinary Shares, or any of them, into Ordinary Shares of smaller amount than itsexisting Ordinary Shares, subject nevertheless to the provisions of Section 618(2) of the 2006Act and so that the resolution whereby any Ordinary Share is sub divided may determine that,as between the holders of the Ordinary Shares resulting from such sub division, one or more ofthe Ordinary Shares may have any such preferred or other special rights over, or may have suchdeferred rights, or be subject to any such restrictions, as compared with the others, as theCompany has power to attach to unissued or new Ordinary Shares.

Upon any consolidation of fully paid Ordinary Shares into Ordinary Shares of larger amount the Boardmay settle any difficulty which may arise with regard thereto and in particular may, as between theholders of Ordinary Shares so consolidated, determine which Ordinary Shares are consolidated intoeach consolidated Ordinary Share and in the case of any Ordinary Shares registered in the name ofone Shareholder being consolidated with Ordinary Shares registered in the name of anotherShareholder the Board may make such arrangements for the allotment, acceptance and/or sale ofOrdinary Shares representing fractional entitlements to the consolidated Ordinary Share or for thesale of the consolidated Ordinary Share and may sell the fractions or the consolidated Ordinary Shareeither upon the market or otherwise to such person at such time and at such price as it may think fitand shall distribute the net proceeds of sale among such Shareholders rateably in accordance withtheir rights and interests in the consolidated Ordinary Share or the fractions and for the purposes ofgiving effect to any such sale the Board may, in respect of certificated Ordinary Shares, appoint someperson to transfer the Ordinary Shares or fractions sold to any purchaser thereof and suchappointment and any transfer executed in pursuance thereof shall be effective and, in respect ofuncertificated Ordinary Shares, may authorise any person to transfer such Ordinary Shares or fractionssold to any purchaser thereof in accordance with the facilities and requirements of the relevant systemconcerned and any transfer executed in pursuant thereof shall be effective. Provided that the Boardshall have power when making such arrangements to determine that no Shareholder shall be entitledto receive such net proceeds of sale unless his entitlement exceeds such amount as the Board shalldetermine and if the Board exercises such power, the net proceeds of sale not distributed toShareholders as a result shall belong absolutely to the Company. For the purposes of the Articles,any Ordinary Shares representing fractional entitlements to which any Shareholder would, but for theArticles, become entitled may be issued in certificated form or uncertificated form.

The Articles do not prevent the Company from purchasing its own Ordinary Shares in accordancewith the provisions of the 2006 Act.

Variation of rights

Subject to the 2006 Act, if at any time the capital of the Company is divided into different classes ofOrdinary Shares, rights attached to any class of Ordinary Shares may be varied or abrogated eitherwith the written consent of the holders of not less than three-quarters in nominal value of the issued

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Ordinary Shares of that class (excluding any Ordinary Shares of that class held as treasury OrdinaryShares), or with the authority of a special resolution passed at a separate general meeting of theholders of those Ordinary Shares.

Annual General Meetings

An annual general meeting of the Company shall be held once a year. Subject to the provisions ofthe 2006 Act, the annual general meeting shall be held at such time and place as the Directors shallappoint.

General meetings

The Directors may convene a general meeting of the Company whenever they think fit and generalmeetings shall also be convened on such requisition, by Shareholders as provided by the 2006 Act,whereupon the Directors shall forthwith proceed to convene a general meeting in accordance withthe requirements of the 2006 Act. If at any time there are not sufficient Directors capable of acting toform a quorum of the Directors any Director or any two Shareholders of the Company may convenea general meeting in the same manner as nearly as possible as that in which meetings may beconvened by the Directors.

Two persons entitled to vote upon the business to be transacted, each being a Shareholder or aproxy for a Shareholder or a duly authorised representative of a corporation which is a Shareholder,shall be a quorum. In calculating whether a quorum is present for the purposes of the Articles, if twoor more persons are appointed as proxies for the same Shareholder or two or more persons areappointed as corporate representatives of the same corporate Shareholder, only one of such proxiesor one of such corporate representatives shall be counted.

At least 21 clear days’ notice of every annual general meeting and at least 14 clear days’ notice ofevery general meeting shall be given in the manner hereinafter mentioned to such Shareholders asare under the provisions of the Articles entitled to receive such notices from the Company and to theauditors of the Company. Every notice of meeting shall specify the place, day and hour of meetingand, in the case of special business, the general nature of such business and shall also state withreasonable prominence that a Shareholder entitled to attend and vote at the meeting is entitled toappoint one or more proxies to attend and to speak and to vote instead of him (provided that, wheremore than one proxy is appointed, each proxy is appointed to exercise the rights attached to adifferent Ordinary Share or Ordinary Shares) and that a proxy need not also be a Shareholder. In thecase of a meeting convened for passing a special resolution, the notice shall specify the intention topropose the resolution as a special resolution. Subject to the provisions of the Articles, to the rightsattaching to any class of Ordinary Shares and to any restrictions imposed on any holder, notice shallbe given to all Shareholders, the Directors and the auditors.

The accidental omission to give notice of any meeting or to send an instrument of proxy to, or thenon-receipt of either by, any person entitled to receive the same shall not invalidate the proceedingsof that meeting.

A Director (and any other person invited by the chairman to do so) may attend and speak at anygeneral meeting.

Voting Rights

Subject to any special terms as to voting upon which any Ordinary Shares may be issued, or may forthe time being be held:

(a) upon a show of hands:

(i) every Shareholder who (being an individual) is present in person or (being a corporation) ispresent by a duly authorised representative and in each case is entitled to vote shall haveone vote;

(ii) every proxy present who has been duly appointed by a Shareholder have one vote; and

(iii) every corporate representative present who has been duly authorised by a corporationshall have the same voting rights as the corporation would be entitled to; and

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(b) upon a poll, every Shareholder present in person or by proxy and entitled to vote shall have onevote for every Ordinary Share held by him and a person entitled to more than one vote neednot, if he votes, use all his votes or cast all the votes he uses in the same way.

In the case of joint Shareholders, the person whose name stands first in the register of members andwho votes in person or by proxy is entitled to vote to the exclusion of all other joint holders.

No member shall be entitled to vote at any general meeting unless all moneys presently payable byhim in respect of Ordinary Shares in the Company have been paid.

Directors

Unless otherwise determined by the Company by ordinary resolution, the number of Directors shallnot be subject to any maximum number.

The Board may from time to time and at any time appoint any other person to be a Director either tofill a casual vacancy or by way of addition to the Board. A Director so appointed shall hold office onlyuntil the Annual General Meeting following next after his appointment, when he shall retire, but shallthen be eligible for re election.

There shall be paid out of the funds of the Company to the Directors of the Company (other thanDirectors appointed to an executive office or alternate directors) such remuneration (by way of fee)for their services to the Company as the Directors may determine, such sum to be deemed to accruefrom day to day and to be divided among such Directors (other than Directors appointed to anexecutive office) in such proportion and manner as they may agree or, in default of agreement, equallyprovided that any such Director holding the office of non-executive Director for part of a year shallunless otherwise agreed be entitled only to a proportionate part of such remuneration, save thatunless otherwise approved by ordinary resolution of the Company in Annual General Meeting orGeneral Meeting the aggregate of the remuneration (by way of fee) of all the Directors (other thanDirectors appointed to an executive office or alternate directors) shall not exceed £1,000,000 perannum. The Company may by ordinary resolution increase the amount of the fees payable under theArticles either permanently or for a year or longer term.

The Directors shall be entitled to be repaid all reasonable travelling, hotel and other incidental expensesproperly incurred by them respectively in and about the performance of their duties as a Director.

If by arrangement with the Board any Director shall perform or render any special duties or servicesoutside his ordinary duties as a Director and not in his capacity as a holder of employment or executiveoffice, he may be paid such reasonable additional remuneration (whether by way of salary,commission, participation in profits or otherwise) as the Board may determine.

The Board may exercise all the powers of the Company to provide pensions or other retirement orsuperannuation benefits and to provide death or disability benefits or other allowances or gratuities(whether by insurance or otherwise) for any person who is or has at any time been a Director oremployee.

Interests of Directors

Provided he has declared his interest in accordance with the Articles, a Director may hold any otheroffice or place of profit under the Company (except that of auditor) in conjunction with his office ofDirector and subject to Section 188 of the 2006 Act on such terms as to remuneration and otherwiseas the Board shall arrange.

Without prejudice to the requirements of the 2006 Act:

(a) a Director who is in any way, whether directly or indirectly, interested in a proposed transactionor arrangement with the Company shall declare the nature and extent of his interest to the otherDirectors before the Company enters into the transaction or arrangement;

(b) a Director who is in any way, whether directly or indirectly, interested in a transaction orarrangement that has been entered into by the Company shall declare the nature and extent ofhis interest to the other Directors as soon as is reasonably practicable, unless the interest hasalready been declared under (a) above;

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(c) any declaration required by (a) above may (but need not) be made at a meeting of the Directorsor by notice in writing in accordance with Section 184 of the 2006 Act or by general notice inaccordance with Section 185 of the 2006 Act. Any declaration required by (b) above must bemade at a meeting of the Directors or by notice in writing in accordance with Section 184 of the2006 Act or by general notice in accordance with Section 185 of the 2006 Act;

(d) a Director need not declare an interest under the Articles if:

(i) it cannot reasonably be regarded as likely to give rise to a conflict of interest;

(ii) or to the extent that, the other Directors are already aware of it (and for this purpose theother Directors are treated as aware of anything of which they ought reasonably to beaware);

(iii) or to the extent that, it concerns terms of his service contract that have been or are to beconsidered by a meeting of the Directors or by a committee of the Directors appointed forthe purpose under these articles; or

(iv) the Director is not aware of his interest or is not aware of the transaction or arrangementin question (and for this purpose a Director is treated as being aware of matters of whichhe ought reasonably to be aware).

Subject to the provisions of the 2006 Act and provided that he has declared to the Board the natureand extent of any direct or indirect interest of his in accordance with the Articles (or where nodeclaration of interest is required) a Director notwithstanding his office:

(a) may be a party to, or otherwise be interested in, any transaction or arrangement with theCompany or in which the Company is directly or indirectly interested;

(b) may act by himself or through his firm in a professional capacity for the Company (otherwisethan as auditor), and in any such case on such terms as to remuneration and otherwise as theBoard may decide;

(c) may be a Director or other officer of, or employed by, or a party to any transaction orarrangement with, or otherwise be interested in, any body corporate in which the Company isdirectly or indirectly interested; or

(d) hold any office or place of profit with the Company (except as auditor) in conjunction with hisoffice of Director for such period and upon such terms, including as to remuneration as theBoard may decide.

A Director shall not, save as he may otherwise agree, be accountable to the Company for any benefitwhich he derives from any such contract, transaction or arrangement or from any such office oremployment and no such contract, transaction or arrangement shall be liable to be avoided on thegrounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefitconstitute a breach of his duty under Section 176 of the 2006 Act.

For the purposes of Section 175 of the 2006 Act, the Board may authorise any matter proposed toit in accordance with the Articles which would, if not so authorised, involve a breach of duty by aDirector under that Section, including, without limitation, any matter which relates to a situation inwhich a Director has, or can have, an interest which conflicts, or possibly may conflict, with theinterests of the Company. Any such authorisation will be effective only if: (i) the matter in questionshall have been proposed by any Director for consideration in the same way that any other mattermay be proposed to the Directors under the provisions of the Articles; (ii) any requirement as toquorum at the meeting at which the matter is considered is met without counting the Director inquestion or any other interested Director; and (iii) the matter is agreed to without their voting or wouldhave been agreed to if their votes had not been counted.

Any authorisation of a conflict of interest must be recorded in writing (but the authority shall be effectivewhether or not the terms are so recorded).

A Director shall be under no duty to the Company with respect to any information which he obtainsor has obtained otherwise than as a Director of the Company and in respect of which he owes a dutyof confidentiality to another person. However, to the extent that his relationship with that other persongives rise to a conflict or possible conflict of interest, this provision applies only if the existence of that

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relationship has been authorised by the Board pursuant to the Articles. In particular, the Director shallnot be in breach of the general duties he owes to the Company by virtue of Sections 171 to 177 ofthe 2006 Act because he fails: (i) to disclose any such information to the Board or to any Director orother officer or employee of the Company; or (ii) to use or apply any such information in performinghis duties as a Director of the Company.

Where the existence of a Director’s relationship with another person has been authorised by the Boardpursuant to the Articles and his relationship with that person gives rise to a conflict of interest orpossible conflict of interest, the Director shall not be in breach of the general duties he owes to theCompany by virtue of Sections 171 to 177 of the 2006 Act because he: (i) absents himself frommeetings of the Board at which any matter relating to the conflict of interest or possible conflict ofinterest will or may be discussed or from the discussion of any such matter at a meeting or otherwise;and/or (ii) makes arrangements not to receive documents and information relating to any matter whichgives rise to the conflict of interest or possible conflict of interest sent or supplied by the Companyand/or for such documents and information to be received and read by a professional adviser for solong as he reasonably believes such conflict of interest (or possible conflict of interest) subsists.

Save as provided in the Articles, a Director shall not vote in respect of any contract or arrangementor any other proposal whatsoever in which he has any interest which (together with any interest ofany person connected with him) is to his knowledge a material interest otherwise than by virtue of hisinterests in Ordinary Shares or debentures or other securities of or otherwise through the Companyor in respect of which he has any duty which conflicts with his duty to the Company. A Director shallnot be counted in the quorum at a meeting in relation to any resolution in respect of which he isdebarred from voting.

A Director shall not, by reason of his office, be accountable to the Company for any remuneration orother benefit which he derives from any office or employment or from any transaction or arrangementor from any interest in any body corporate: (i) the acceptance, entry into or existence of which hasbeen authorised by the Board pursuant to the Articles (subject, in any such case, to any terms uponwhich such authorisation was given); or (ii) which he is permitted to hold or enter into pursuant to theArticles, nor shall the receipt of any such remuneration or other benefit constitute a breach of his dutyunder Section 176 of the 2006 Act. No transaction or arrangement authorised or permitted pursuantto the Articles shall be liable to be avoided on the ground of any such interest or benefit.

A Director shall (in the absence of some other interest than is indicated below) be entitled to vote(and be counted in the quorum) in respect of any resolution concerning any of the following mattersnamely:

(a) the giving of any security, guarantee or indemnity to him in respect of money lent or obligationsincurred by him at the request of or for the benefit of the Company or any of its subsidiaries;

(b) the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligationof the Company or any of its subsidiaries for which he himself has assumed responsibility inwhole or in part under a guarantee or indemnity or by the giving of security;

(c) any proposal concerning an offer of Ordinary Shares or debentures or other securities of or bythe Company or any of its subsidiaries for subscription or purchase in which offer he is or maybe entitled to participate as a holder of securities or in which he is or is to be interested as aparticipant in the underwriting or sub underwriting thereof;

(d) any proposal concerning any other company in which he is interested (as defined in the 2006Act) directly or indirectly and whether as an officer or Shareholder or otherwise howsoever:provided that he (together with any person connected with him within the meaning of Section252 of the 2006 Act) is not the holder or beneficially interested in 1 per cent. or more of anyclass of the equity Ordinary Share capital of such company (or of any third company throughwhich his interest is derived) or of the voting rights available to Shareholders of the relevantcompany (any such interest being deemed for the purpose of the Articles to be a material interestin all circumstances);

(e) any proposal concerning the adoption modification or operation of a superannuation fund orretirement, death or disability benefits scheme or employees’ Ordinary Share scheme underwhich he may benefit and which has been approved by or is subject to and conditional upon

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approval by HM Revenue and Customs for taxation purposes and which does not award himany privilege or benefit not awarded to the employee to whom the scheme relates;

(f) any contract arrangement or proposal for the benefit of employees of the Group under whichthe Director benefits in a similar manner as the employees and does not accord to any Directoras such any privilege or advantage not generally accorded to the employees to which suchcontract arrangement or proposal relates;

(g) an insurance arrangement which subject to the provisions of the 2006 Act the Companyproposes to maintain or purchase for the benefit of a Director or for the benefit of any personsincluding Directors against liabilities incurred in connection with the discharge of that Director’sduties or exercise of his powers in relation to his duties in respect of the Company.

Where proposals are under consideration concerning the appointment (including fixing or varying theterms of appointment) of two or more Directors to offices or employments with the Company or anycompany in which the Company is interested such proposals may be divided and considered inrelation to each Director separately and in such cases each of the Directors concerned (if not debarredfrom voting under the Articles) shall be entitled to vote (and be counted in the quorum) in respect ofeach resolution except that concerning his own appointment.

If any question shall arise at any meeting as to the materiality of a Director’s interest or as to theentitlement of any Director to vote and such question is not resolved by his voluntarily agreeing toabstain from voting, such question shall be determined by a majority of votes of the remainingDirectors present at the meeting and in the case of an equality of votes the Chairman (unless he bethe Director the materiality of whose interest or the entitlement of whom to vote shall be in issue) shallhave a second or casting vote and their ruling in relation to any other Director shall be final andconclusive except in a case where the nature or extent of the interests of the Director concernedhave not been fairly disclosed and pending such ruling Article 20.8 shall apply to the Director inquestion.

Subject to the 2006 Act, the Company may by ordinary resolution suspend or relax to any extent, inrespect of any particular matter, any provision of the Articles prohibiting a Director from voting at ameeting of the Board or of a committee of the Board.

Managing and other Executive Directors

Subject to the 2006 Act, the Board may from time to time appoint one or more of its body to be theholder of any executive office, including a Chief Executive or Managing Director, on such terms andfor such period as it may determine.

The appointment of any Director to any executive office shall be capable of being terminated by theBoard at any time, unless the contract or resolution under which he holds office shall expressly stateotherwise, but without prejudice to any claim he may have for damages for breach of any contract ofservice between him and the Company.

The salary or remuneration of any Director appointed to hold any employment or executive office maybe either a fixed sum of money, or may altogether or in part be governed by business done or profitsmade or otherwise determined by the Board, and may be in addition to or instead of any fee payableto him for his services as Director.

Powers of Directors

Subject to the 2006 Act and the Articles and to any directions given by special resolution of theCompany, the business of the Company shall be managed by the Board, which may exercise all thepowers of the Company whether relating to the management of the business or not. No alteration ofthe Articles and no such direction given by the Company shall invalidate any prior act of the Board.

The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate)for such time on such terms and subject to such conditions as it thinks fit to any committee consistingof one or more Directors and (if thought fit) one or more other persons, provided that: (i) a majority ofthe Shareholders of a committee shall be Directors; and (ii) no resolution of a committee shall beeffective unless a majority of those present when it is passed are Directors or alternate Directors.

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The Board may establish any local or divisional boards or agencies for managing any of the affairs ofthe Company in any specified locality, either in the UK or elsewhere, and appoint any persons to bemembers of such local or divisional board, or any managers or agents, and may fix their remuneration.Subject to the any terms and conditions expressly imposed by the Board, the proceedings of anylocal or divisional board or agency with two or more members shall be governed by the Articles, sofar as they are capable of applying.

The Board may, by resolution, sanction the exercise of the power to make provision for the benefit ofpersons employed or formerly employed by the Company or any of its subsidiary undertakings, inconnection with the cessation or the transfer to any person of the whole or part of the undertaking ofthe Company or that subsidiary undertaking.

Powers of Borrowing and Mortgaging

The Board may exercise all the powers of the Company to borrow money, and to mortgage or chargeall or part of its undertaking, property and assets both present and future, including uncalled capital,and subject to the provisions of Section 549 of the 2006 Act to issue debentures, and other securities,whether outright or as collateral security for any debt, liability or obligation of the Company or of anythird party.

The Board may mortgage or charge all or any part of the Company’s undertaking, property anduncalled capital and subject to Section 549 of the 2006 Act may issue or sell any bonds, loan notes,debentures or other securities whatsoever for such purposes and upon such terms as to time ofrepayment, rate of interest, price of issue or sale, payment of premium or bonus upon redemption orrepayment or otherwise as it may think proper including a right for the holders of bonds, loan notes,debentures or other securities to exchange the same for Ordinary Shares in the Company of anyclass authorised to be issued.

Rotation, Retirement and Removal of Directors

The office of a Director shall be vacated if:

(a) he ceases to be a Director by virtue of any provision of the 2006 Act or he becomes prohibitedby law from being a Director; or

(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally;or

(c) a registered medical practitioner who is treating him gives a written opinion to the Companystating that he has become physically or mentally incapable of acting as a Director and mayremain so for more than three months; or

(d) he is or has been suffering from mental or physical ill health and the Board shall resolve that hebe disqualified; or

(e) in the case of a Director holding executive office subject to the terms of any contract betweenhim and the Company, he resigns his office by notice in writing to the Company; or

(f) he shall for more than 6 consecutive months have been absent without permission of the Boardfrom meetings of the Board held during that period and the Board shall resolve that his office bevacated; or

(g) he shall be removed from office by notice in writing served on him signed by all his co Directorsbut so that if he holds an appointment to an executive office which thereby automaticallydetermines such removal shall be deemed an act of the Company and shall have effect withoutprejudice to any claim for damages for breach of any contract of service between him and theCompany; or

(h) he shall be removed from office by ordinary resolution of the Company in an Annual GeneralMeeting or General Meeting in accordance with the 2006 Act.

A resolution of the Board declaring a Director to have vacated office under the terms above shall beconclusive as to the fact and ground of vacation stated in the resolution.

At the Annual General Meeting of the Company any Director then in office who has been appointedby the Board since the previous Annual General Meeting or for whom it is the third Annual General

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Meeting following the Annual General Meeting at which he was elected or last re-elected shall retirefrom office but shall be eligible for re-appointment.

The Directors to retire at the Annual General Meeting in every year shall include (so far as necessaryto obtain the number required) any Director who wishes to retire and not to offer himself for re-election.Any further Directors so to retire shall be the Directors who have been longest in office since their lastelection. As between Directors of equal seniority, the Directors to retire shall in the absence ofagreement be selected from among them by lot. A retiring Director shall be eligible for re election andshall act as a Director throughout the meeting at which he retires.

The Company at the meeting at which a Director retires in manner aforesaid may fill the vacated officeby electing a person thereto, and in default the retiring Director shall if offering himself for re electionbe deemed to have been re elected, unless at such meeting it is expressly resolved not to fill suchvacated office or unless a resolution for the re election of such Director shall have been put to themeeting and lost.

In addition to any power of removal conferred by the 2006 Act, the Company may by ordinaryresolution remove any Director before the expiration of his period of office, and may (subject to theArticles) by ordinary resolution appoint another Director in his place. A person appointed in place ofa Director so removed shall be subject to retirement at the same time as if he had become a Directoron the day on which the Director in whose place he is appointed was last elected a Director.

Proceedings of the Board

The Board or any Committee of the Board may meet for the despatch of business, adjourn andotherwise regulate its meetings as it thinks fit, and determine the quorum necessary for the transactionof business. Meetings of the Board or of any committee of the Board may take place in any part ofthe world and may take place via telephonic communication, video conference or similar means ofcommunication notwithstanding that the Directors or Committee Shareholders present may not allbe meeting in one particular place. Unless otherwise determined by the Board two Directors shall bea quorum. For the purposes of the Articles an alternate Director shall be counted in a quorum but sothat not less than two persons shall constitute the quorum.

Questions arising at any meeting of the Board or any Committee of the Board shall be decided by amajority of votes. In the case of an equality of votes the Chairman shall have a second or castingvote (unless he is not entitled to vote on the resolution in question).

The Board shall cause proper minutes to be made of all Annual General Meetings and GeneralMeetings of the Company and also of all appointments of officers and of the proceedings of allmeetings of the Board and Committees of the Board, and of the attendances thereat, and all businesstransacted at such meetings, and any such minutes of any meeting, if purporting to be signed by theChairman of such meeting, or by the Chairman of the next succeeding meeting of the Company orof the Board or Committee, shall be conclusive evidence without any further proof of the facts thereinstated.

A proposed Directors’ resolution in writing must be sent to all the Directors for the time being entitledto receive notice of a meeting of the Board. A resolution in writing signed by all the Directors whowould have been entitled to vote on the matter had it been proposed as a resolution at a Directors’meeting (provided that those Directors would have formed a quorum at such meeting) shall be aseffective for all purposes as a resolution passed at a meeting of the Board duly convened and heldand so that any such resolution or document signed by an alternate Director shall be deemed to havebeen signed by the Director who appointed such alternate Director.

Any resolution in writing for the purposes of the Articles may consist of several documents in the likeform each signed by or on behalf of one or more of the relevant Directors and any such documentmay be in the form of a fax or in any other legible form sent by any other similar method of transmissionor by electronic communications. Unless the contrary shall be proved, any such document shall bedeemed to be duly and validly signed by the person or persons purporting to sign the same andwhose name appears in the text as the person signing the same. Where electronic communicationsare used, no signature is necessary, subject to any terms and conditions the Board may decide.

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A meeting of the Board or a Committee of the Board may consist of a conference between Directorssome or all of whom are in different places, if, when the meeting proceeds to business, it appearsthat the following conditions are satisfied in relation to sufficient Directors to form a quorum: (i) eachsuch Director can hear every other Director addressing the meeting; and (ii) each such Director can,if he wishes, address every other Director simultaneously, whether by word of mouth, by conferencetelephone, video conference or by any other form of communications equipment (whether in use atthe date of the adoption of the Articles or developed subsequently) or by a combination of thesemethods. Such a meeting is deemed to take place at the place where the largest number ofparticipating Directors is assembled or, if this is not readily identifiable, at the location at which theChairman of the meeting participates.

Dividends

The Company may by ordinary resolution declare dividends in accordance with the respective rightsand interest in the profits of the Company of the Shareholders, but no dividend shall exceed theamount recommended by the Board. Except as otherwise provided by the rights and restrictionsattached to any class of Ordinary Shares, all dividends will be declared and paid according to theamounts paid up on the Ordinary Shares on which the dividend is paid, but no amount paid on anOrdinary Share in advance of calls shall be treated for these purposes as paid up on the OrdinaryShare. Dividends may be declared or paid in any currency. The Board may pay interim dividends if itappears to the Board that they are justified by the financial position of the Company. The Board mayalso pay at intervals determined by it any dividend at a fixed rate if the financial position of theCompany, in the opinion of the Board, justifies the payment.

Where, in respect of any Ordinary Shares, any member or any other person appearing to be interestedin Ordinary Shares of the Company fails to comply with any notice given by the Company undersection 793 of the 2006 Act, then, provided that the Ordinary Shares concerned represent at least0.25 per cent. in nominal amount of the issued Ordinary Shares of the relevant class, the Companymay retain dividends on such Ordinary Shares.

Any dividend which has remained unclaimed for 12 years from the date when it became due forpayment shall, if the Board so resolves, be forfeited and cease to remain owing by the Company.

The Board may, if authorised by an ordinary resolution of the Company, offer any holder of OrdinaryShares the right to elect to receive Ordinary Shares by way of scrip dividend instead of cash in respectof the whole (or some part, to be determined by the Board) of any dividend.

Unless otherwise provided by the rights attached to the share, no dividend shall bear interest asagainst the Company.

Untraced Shareholders

The Company shall be entitled to sell at the best price reasonably obtainable any share of aShareholder, or any share to which a person is entitled by transmission, who has remained untracedfor 12 years immediately prior to the date of the publication of an advertisement of an intention bythe Company to make such a disposal.

The Company shall account to the Shareholder or other person entitled to the share for the netproceeds of such a sale by carrying all monies relating to such sale to a separate account. TheCompany shall be deemed to be a debtor to, and not a trustee for, such Shareholder or other personin respect of such monies.

Winding Up

If the Company shall be wound up (whether the liquidation is altogether voluntary, under supervisionor by the UK Court) the liquidator may, with the authority of a special resolution and any other sanctionor authority required by the 2006 Act or the Insolvency Act 1986, divide among the Shareholders inproportion to their Ordinary Shareholdings in specie the whole or any part of the assets of theCompany, and whether or not the assets shall consist of property of one kind or shall consist ofproperties of different kinds, and may for such purposes set such value as he deems fair upon anyone or more class or classes of property, and may determine how such division shall be carried outas between the Shareholders or different classes of Shareholders. The liquidator may, with the like

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authority, vest the whole or any part of the assets in trustees upon such trusts for the benefit ofShareholders as the liquidator shall think fit, and the liquidation of the Company may be closed andthe Company dissolved, but so that no Shareholder shall be compelled by the liquidator to acceptany assets in respect of which there is attached a liability or potential liability.

Indemnity and Insurance

Subject always to the provisions of the 2006 Act, and without prejudice to any protection from liabilitywhich may otherwise apply, the Company may, at its discretion and subject to any policies adoptedby the Directors from time to time, indemnify every Director or other officer or auditor of the Companyout of the assets of the Company against all costs, charges, losses, expenses and liabilities which hemay sustain or incur in relation to the Company in or about the actual or purported execution of theduties of his office or the exercise or purported exercise of his powers or otherwise in relation thereto,including any liability incurred by him in defending any criminal or civil proceedings, provided that nosuch indemnity shall be provided in respect of any liability incurred:

(a) by a Director:

(i) to the Company or any associated company of the Company;

(ii) to pay a fine imposed in any criminal proceedings or a penalty imposed by a regulatoryauthority for non-compliance with any requirement of a regulatory nature (however arising);

(iii) in defending any criminal proceedings in which he is convicted;

(iv) in defending any civil proceedings brought by the Company, or an associated company ofthe Company, in which judgement is given against him; or

(v) in connection with any application for relief under sections 661(3) or (4) or 1157 of theCompanies Act 2006 in which the court refuses to grant him relief; or

(b) by an auditor in defending any proceedings (whether civil or criminal) in which judgment is givenagainst him or he is convicted.

The Directors may decide to purchase and maintain insurance, at the expense of the Company, foror for the benefit of any relevant officer in respect of any relevant loss.

5.3 Other Regulatory Matters(a) Disclosure of interests in shares

A shareholder in a public company incorporated in the UK whose shares are admitted to tradingon AIM is required pursuant to Rule 5 of the Disclosure and Transparency Rules to notify theCompany of the percentage of his voting rights if the percentage of voting rights which he holdsas a shareholder or through his direct or indirect holding of financial instruments reaches,exceeds or falls below certain thresholds. In addition, AIM Rule 17 requires notification withoutdelay of any changes to the holding of a significant shareholder (as defined in the AIM Rules,which may include a Director) above three per cent. which increase or decrease such holdingthrough any single percentage. Schedule 5 to the AIM Rules specifies what information mustbe disclosed.

Pursuant to Part 22 of the 2006 Act and the Articles, the Company is empowered by notice inwriting to require any person whom the Company knows, or has reasonable cause to believeto be or, at any time during the three years immediately preceding the date on which the noticeis issued, interested in the Company’s shares, within a reasonable time to disclose to theCompany particulars of any interests, rights, agreements or arrangements affecting any of theshares held by that person or in which such other person as aforesaid is interested.

(b) Takeovers

The City Code applies to the Company. The Takeover Panel has statutory powers to enforcethe City Code in respect of companies whose shares are admitted to trading on AIM.

Under Rule 9 of the City Code a person who acquires, whether by a single transaction or by aseries of transactions over a period of time, shares which (taken with shares held or acquiredby persons acting in concert with him) carry 30 per cent. or more of the voting rights of acompany, is normally required to make a cash offer for all the outstanding shares of that

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company at not less than the highest price paid by him or them or any persons acting in concertduring the offer period and in the 12 months prior to its commencement. This requirement wouldalso be triggered by an acquisition of shares by a person holding (together with its concertparties) shares carrying between 30 and 50 per cent. of the voting rights in the company if theeffect of such acquisition were to increase that person’s percentage of the voting rights.

Pursuant to sections 979 to 982 of the 2006 Act, where the offeror has by way of a takeoveroffer as defined in section 974 of the 2006 Act acquired or unconditionally contracted to acquirenot less than 90 per cent. in value of the shares to which an offer relates and where the sharesto which the offer relates represent not less than 90 per cent. of the voting rights in the companyto which the offer relates, the offeror may give a compulsory acquisition notice to the holder ofany shares to which the offer relates which the offeror has not acquired or unconditionallycontracted to acquire, and which he wishes to acquire, to acquire those shares on the sameterms as the general offer.

Pursuant to sections 983 to 985 of the 2006 Act, where an offeror makes a takeover offer asdefined by section 974 of the 2006 Act and, by virtue of acceptances of the offer and any otheracquisitions holds or has agreed to acquire not less than 90 per cent. of the shares in the target(or if the offer relates to a class of shares 90 per cent. of the shares in that class) and whichcarry not less than 90 per cent. of the voting rights in the target, then a minority shareholderwho has not accepted the offer may require the offeror to acquire his shares in the target on thesame terms as the general offer.

6. DIRECTORS’ SHAREHOLDINGS AND OTHER INTERESTS6.1 Details of the Directors and their functions in the Company are set out in paragraph 12 of Part II of

this document. Each of the Directors can be contacted at the principal place of business of theCompany at 1 Fore Street, London EC2Y 9DT.

6.2 The interests (all of which are beneficial) of the Directors and their immediate families (within themeaning set out in the AIM Rules) in the share capital of the Company at the date of this documentand immediately following Admission are as follows:

Number ofOrdinary

Number of Percentage Shares PercentageExisting of Issued immediately of Enlarged

Ordinary Share following ShareDirector Shares Capital Admission Capital

Philip Marcella 16,472,280* 33.39% 16,472,280* 26.07%Manish Kotecha 741,025 1.50% 741,025 1.17%Jason Hill 224,462 0.46% 224,462 0.36%Clive Carver 187,892 0.38% 187,892 0.30%Michael Buchen 173,235 0.35% 173,235 0.27%

*including 504,657 Ordinary Shares held by MG Trust and 15,967,623 Ordinary Shares in Philip Marcella’s own name.

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6.3 In addition to the interests disclosed in paragraph 6.2 above, the Company is aware of the followingpersons who will, immediately prior to Admission or immediately following Admission, hold, directlyor indirectly, voting rights representing three per cent. or more of the Enlarged Share Capital of theCompany to which voting rights are attached:

Number ofOrdinary

Number of Percentage Shares PercentageExisting of Issued immediately of Enlarged

Ordinary Share following ShareName Shares Capital Admission Capital

William Booth 2,155,473 4.37% 2,155,473 3.41%Harwinder Singh 2,099,657 4.26% 2,099,657 3.32%Abilott Ltd 1,719,660 3.49% 1,719,660 2.72%Perpetuity Startups LLC 1,647,922 3.34% 1,647,922 2.61%Octopus Investments – – 3,384,615 5.36%Legal & General Group – – 2,307,692 3.65%

6.4 So far as the Directors are aware, save as disclosed in paragraphs 6.2 and 6.3 above, there are nopersons who, immediately following the Placing, will, directly or indirectly, be interested in three percent. or more of the Enlarged Share Capital or who, directly or indirectly, jointly or severally, exerciseor could exercise control over the Company.

6.5 The following options over Ordinary Shares have been granted to the Directors, (which, with theexception of 484,495 options held by Jason Hill, were granted subject to Admission), such optionsvesting and being exerciseable at the price and on the dates or occurrences of events shown below:

ExerciseNumber of price per

Ordinary Ordinary ExerciseDirector Shares Share Vesting date period

Philip Marcella 315,890 Placing Price First anniversary 10 years(1)

of Admission315,891 Placing Price Second anniversary 10 years(1)

of Admission315,891 Placing Price Third anniversary 10 years(1)

of AdmissionManish Kotecha 221,123 Placing Price First anniversary 10 years(1)



of AdmissionJason Hill 242,247 £0.516 15 May 2017 To 15 May

2027242,248 £0.516 Vesting in 24 equal tranches To 15 May

commenced on 15 May 2017 202759,625 Placing Price First anniversary 10 years(1)



of AdmissionClive Carver 84,237 Placing Price First anniversary 10 years(1)



of Admission

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ExerciseNumber of price per

Ordinary Ordinary ExerciseDirector Shares Share Vesting date period

Michael Buchen 31,589 Placing Price First anniversary 10 years(1)



of Admission

(1) 10 years from date of Admission

6.6 Save as otherwise disclosed in this document, none of the Directors nor any members of theirrespective families, nor any person connected with the Directors (within the meaning of section 252of the 2006 Act), has any holding, whether beneficial or otherwise, in the share capital of the Companyor any of its subsidiaries.

6.7 The Ordinary Shares held by those Shareholders set out in paragraphs 6.2 and 6.3 above rank paripassu with all other existing Ordinary Shares and, in particular, have no different voting rights thanother existing Shareholders. Following the Placing, neither the Directors nor any major Shareholderswill have different voting rights to other Shareholders.

6.8 There are no outstanding loans granted or guarantees provided by the Company to or for the benefitof any of the Directors, nor are there any outstanding loans or guarantees provided by the Directorsto or for the benefit of the Company.

6.9 Pursuant to agreements dated 30 January 2017, Clive Carver has received payments totalling£86,000, satisfied by the issue of 53,416 shares in appScatter Limited, credited as full paid at a priceof £1.61 per share, for project management services provided in connection with Admission and thePlacing. Further details of these agreements are provided at paragraph 12.5 of this Part V.

6.10 In addition to being directors of the Company, the Directors hold or have held directorships of thecompanies and/or are or were partners of the partnership specified opposite their respective namesbelow within the five years prior to the date of this document:

Name Current directorships/partnerships Previous directorships/partnerships

Clive Nathan Caspian Sunrise PLC appScatter LimitedCarver Eragon Petroleum Limited Lochard Energy PLC

ELK Associates LLP Zeus Petroleum PLCELK Corporate Services Limited Fastjet plcAscent Resources PLC PowerHouse Energy Group plcAscent Resources d.o.oDarwin Strategic Limited365Agile PLC1

Eragon Petroleum UAETax Systems (Eco City Vehicles) PLCNCC LimitedFairfax Close Management LimitedPrimarybid Limited

Philip Paul appScatter Limited Alpha Online Media PLCMarcella appScatter LLC Digital Software House Limited

DSH Labs LLC Onyx Business Consultancy LimitedDSH Trading LimitedMobile Software House Limited

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Name Current directorships/partnerships Previous directorships/partnerships

Manish Suresh Mast Energy Developments Limited appScatter LimitedKotecha MMDN Property Trading Limited Finelot Trading Company Limited

MMDN LLP Shojin Property Partners LimitedShojin Financial Services LimitedNcondezi Services (UK) LimitedCaledon Overseas Holdings LimitedPark P Plaza LimitedStrata Group Services Limited

Jason Hill appScatter Limited –

Michael Herman Polar Light Ventures Limited appScatter LimitedJosef Buchen Polar Lights Limited Dhabi One Investments Services

Polar Lights 2 Limited LLCMountain Partners AG SDS Enerji A.S.Parabel Limited Premier Motors LLC

Alfalah GHP InvestmentManagement LimitedWarid Telecom Private

1. On 12 December 2003, 365Agile PLC’s (then named Iafyds PLC) entire issued share capital was admitted to trading onAIM. Following completion of an acquisition constituting a reverse takeover under the AIM Rules for Companies, IafydsPLC’s enlarged share capital was re-admitted to trading on AIM on 26 September 2007. Due to adverse tradingconditions, Iafyds PLC’s shares were suspended from trading on AIM on 20 June 2013 and on 4 September 2013 IafydsPLC was placed into administration under the Insolvency Act 1986. Following the approval of a company voluntaryarrangement (“CVA”) proposed by the administrators as a means of rescuing Iafyds PLC as a going concern, Iafyds PLCexited administration on 27 December 2013. On 24 September 2013, Iafyds PLC disposed of all of the intellectual propertyand tooling of its former operating subsidiary, VPhase Smart Energy Limited (which was dissolved on 26 February 2016following liquidation). On 10 February 2014, simultaneously with a fundraising and other consequential corporate actions,Iafyds PLC became an investment company under the AIM Rules for Companies and its shares recommenced tradingon AIM. On 23 January 2015, the supervisors of the CVA filed a notice of the completion of the CVA. Clive Carver wasappointed as a director of Iafyds PLC on 10 February 2014.

6.11 As at the date of this document, and other than as disclosed in paragraph 6.10 of this Part V, noDirector has:

(a) any unspent convictions in relation to indictable offences;

(b) been declared bankrupt or been subject to any individual voluntary arrangement;

(c) been a director of any company which has been placed in receivership, compulsory liquidation,creditors’ voluntary liquidation, administration, company voluntary arrangement or anycomposition or arrangement with its creditors generally or any class of its creditors whilst hewas a director of that company or within 12 months after he ceased to be a director of thatcompany;

(d) been a partner in any partnership which has been placed in compulsory liquidation,administration or partnership voluntary arrangement whilst he was a partner of that partnershipor within 12 months after he ceased to be a partner in that partnership;

(e) been the owner of any asset or been a partner in any partnership which had an asset placed inreceivership whilst he was a partner of that partnership or within the 12 months after he ceasedto be a partner of that partnership; or

(f) been subject to any public criticisms by any statutory or regulatory authorities (includingrecognised professional bodies) or been disqualified by a court from acting as a director of acompany or from acting in the management or conduct of the affairs of any company.

7. OPTIONS, WARRANTS AND SHARE OPTION PLAN7.1 As at the date of this document the Company has not, save as set out in paragraphs 7.2, 7.3 and

7.4 below, issued any options to subscribe for Ordinary Shares, nor any other equity securitiesconvertible into Ordinary Shares.

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7.2 Options to subscribe for a total of up to 2,228,680 Ordinary Shares were granted on 22 August 2017,as described in paragraph 3.4 of this Part V.

7.3 A warrant to subscribe for up to 70,156 Ordinary Shares was granted on 21 August 2017, asdescribed in paragraph 3.5 of this Part V.

7.4 Options to subscribe for a total of up to 2,137,396 Ordinary Shares were granted, subject toAdmission, on 24 August 2017, as described in paragraph 3.6 of this Part V.

7.5 The Directors believe that the success of the Group will depend to a significant extent on the futureperformance of the executive management team. The Directors also recognise the importance ofemployees being well motivated and identifying closely with the success of the Group.

7.6 Accordingly, the Directors have agreed to implement an equity incentive plan (the “Share Option Plan”)on Admission, under which the Company shall offer incentives primarily to employees and directors.Awards of share options granted under the Share Option Plan shall be administered by the Board (orduly constituted committee thereof), which shall also be responsible for, inter alia, construing andinterpreting the Share Option Plan. Subject to certain conditions, the Board intends that a maximumof ten per cent. of the issued share capital of the Company from time to time will be under option toDirectors and employees (inclusive of the share options in issue at Admission). Each option to begranted under the Share Option Plan is expected be granted by of an option deed in substantiallythe same form as the options granted on 22 August 2017. The principal terms of those options areas follows:

– exercisable for period of 10 years from the date of grant;

– 50 per cent. of the options to vest on grant (or if later, on the first anniversary of commencementof employment); the remainder vest over a two year period in 24 equal monthly instalments;

– detailed provisions regarding early termination in cessation of employment; and

– detailed provisions regarding exercise on a change of control of the Company, includingexchange of options into option in an acquiring company

8. SERVICE AGREEMENTS AND LETTERS OF APPOINTMENT8.1 Clive Carver

Clive Carver has entered into an appointment of a non-executive director agreement under the termsof which he has agreed to act as non-executive chairman of the Company and to devote such timeas is reasonably necessary for the proper performance of his duties under the Agreement, includingattending or participating in all board meetings. The remuneration payable under the agreement is£40,000 gross per annum. The agreement will commence with effect from Admission and continuingthereafter unless terminated by either party giving not less than three months’ notice.

8.2 Philip MarcellaPhilip Marcella (“PM”) has entered into a service agreement with the Company under the terms ofwhich he has agreed to act as Chief Executive Officer of the Company. The remuneration payableunder this agreement is £195,000 gross per annum plus a discretionary bonus. The Company willmake a pension contribution equal to three per cent. of PM’s salary and PM is also entitled tomembership of the Group’s private health insurance scheme. The service agreement will commencewith effect from Admission continuing thereafter unless terminated by either party giving not less than12 months’ notice to the other.

8.3 Manish KotechaManish Kotecha (“MK”) has entered into a service agreement with the Company under the terms ofwhich he has agreed to act as Finance Director of the Company. The remuneration payable underthis agreement is £155,000 gross per annum plus a discretionary bonus. The Company will make apension contribution equal to three per cent. of MK’s salary and MK is also entitled to membershipof the Group’s private health insurance scheme. The service agreement will commence with effectfrom Admission continuing thereafter unless terminated by either party giving not less than six months’notice to the other.

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8.4 Jason HillJason Hill (“JH”) has entered into a service agreement with the Company under the terms of whichhe has agreed to act as Chief Revenue Officer of the Company. The remuneration payable under thisagreement is £140,000 gross per annum plus a discretionary bonus. The Company will make apension contribution equal to three per cent. of JH’s salary and JH is also entitled to membership ofthe Group’s private health insurance scheme. The service agreement will commence with effect fromAdmission continuing thereafter unless terminated by either party giving not less than six months’notice to the other.

8.5 Michael BuchenMichael Buchen has entered into an appointment of a non-executive director agreement under theterms of which he has agreed to act as a non-executive director of the Company and to devote suchtime as is reasonably necessary for the proper performance of his duties under the Agreement,including attending or participating in all board meetings. The remuneration payable under theagreement is £25,000 gross per annum. The agreement will commence with effect from Admissioncontinuing thereafter unless terminated by either party giving not less than three months’ notice.

8.6 The aggregate remuneration paid or payable by any company in the Group (including benefits in kind)to the Directors during the year ended 31 December 2016 was £607,660. The aggregate estimatedremuneration paid or payable to the Directors by any company in the Group for the current financialyear under the arrangements in force is expected to amount to approximately £500,000.

8.7 Save as disclosed above, there are no existing or proposed service contracts between any Directorand the Company or any other company in the Group and there are no existing or proposed servicecontracts between any Director and the Company or any company in the Group.

8.8 Save as disclosed in this paragraph 8, no Director has a service agreement with the Company thathas been entered into or varied within six months prior to the date of this document or which is acontract which expires or which is determined by the Company without payment of compensation(other than statutory compensation) after more than one year.

8.9 Save for any benefits due during the notice period under the relevant agreement with the Directorreferred to above and for any payments to the executive directors on termination in lieu of notice, nobenefits upon termination are payable by the Company or any company in the Group to any Director.

9. SIGNIFICANT INVESTMENTSSave as disclosed in this document, there have been no significant investments by any member of the Groupsince 31 December 2016 (being the date to which the financial information is set out in Part IV of thisdocument).

10. EMPLOYEESAs at 31 December 2016 the Group had 16 employees, 13 of whom are employed by appScatter Limitedand are located in the United Kingdom and three of whom are employed by DSH Labs LLC and are locatedin the United States.

Save as disclosed in this Part V of this document, none of the employment contracts relating to the keymanagement referred to in paragraph 8 of this Part V of this document, contains a right to benefits (otherthan those due during the notice period under the contract) upon termination.

11. TAXATION11.1 The following information is based on UK tax law and HMRC practice currently in force in the UK.

Such law and practice (including, without limitation, rates of tax) is in principle subject to change atany time. The information that follows is for guidance purposes only. Any person who is in any doubtabout his or her position should contact their professional advisor immediately.

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Tax treatment of UK investors11.2 The following information, which relates only to UK taxation, is applicable to persons who are resident

in the UK and who beneficially own Ordinary Shares as investments and not as securities to be realisedin the course of a trade. It is based on the law and practice currently in force in the UK. The informationis not exhaustive and does not apply to potential investors:

(a) who intend to acquire, or may acquire (either on their own or together with persons with whomthey are connected or associated for tax purposes), more than ten per cent., of any of theclasses of shares in the Company; or

(b) who intend to acquire Ordinary Shares as part of tax avoidance arrangements; or

(c) who are in any doubt as to their taxation position.

11.3 Such Shareholders should consult their professional advisers without delay. Shareholders should notethat tax law and interpretation can change and that, in particular, the levels, basis of and reliefs fromtaxation may change. Such changes may alter the benefits of investment in the Company.

11.4 Shareholders who are neither resident nor temporarily non-resident in the UK and who do not carryon a trade, profession or vocation through a branch, agency or permanent establishment in the UKwith which the Ordinary Shares are connected, will not normally be liable to UK taxation on dividendspaid by the Company or on capital gains arising on the sale or other disposal of Ordinary Shares.Such Shareholders should consult their own tax advisers concerning their tax liabilities.

Dividends11.5 Where the Company pays dividends or makes any other distribution within the meaning of s1000 of

the Corporation Tax Act 2000 (a “Distribution”), Shareholders who are resident in the UK for taxpurposes will, depending on their circumstances, be liable to UK income tax or corporation tax onthose dividends and/or Distributions.

11.6 UK resident individual Shareholders who are domiciled in the UK, and who hold their Shares asinvestments, will be subject to UK income tax on the amount of dividends and/or Distributionsreceived from the Company.

11.7 Dividend income received by UK tax resident individuals will have a £5,000 dividend tax allowance.Dividend and/or Distribution receipts in excess of £5,000 will be taxed at 7.5 per cent. for basic ratetaxpayers, 32.5 per cent. for higher rate taxpayers and 38.1 per cent. for additional rate taxpayers.

11.8 Shareholders who are subject to UK corporation tax should generally, and subject to certain anti-avoidance provisions, be able to claim exemption from UK corporation tax in respect of any dividendand/or Distribution received but will not be entitled to claim relief in respect of any underlying tax orwithholding tax imposed.

Disposals of Ordinary Shares11.9 Any gain arising on the sale, redemption or other disposal of Ordinary Shares will be taxed at the time

of such sale, redemption or disposal as a capital gain.

11.10 The rate of capital gains tax on disposal of Ordinary Shares by basic rate taxpayers is currently 10 percent. and for upper rate and additional rate taxpayers is currently 20 per cent.

11.11 For Shareholders within the charge to UK corporation tax, indexation allowance may reduce anychargeable gain arising on disposal of Ordinary Shares but will not create or increase an allowableloss.

11.12 Subject to certain exemptions, the corporation tax rate applicable to its taxable profits is currently19 per cent. after 1 April 2017 and 17 per cent. after 1 April 2020.

Further information for Shareholders subject to UK income tax and capital gains tax“Transactions in securities”

11.13 The attention of Shareholders (whether corporates or individuals) within the scope of UK taxation isdrawn to the provisions set out in, respectively, Part 15 of the Corporation Tax Act 2010 and Chapter 1

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of Part 13 of the Income Tax Act 2007, which (in each case) give powers to HM Revenue and Customsto raise tax assessments so as to cancel “tax advantages” derived from certain prescribed“transactions in securities”.

Stamp Duty and Stamp Duty Reserve Tax11.14 The statements below are intended as a general guide to the current position. They do not apply to

certain intermediaries who are not liable to stamp duty or stamp duty reserve tax or (except wherestated otherwise) to persons connected with depositary arrangements or clearance services whomay be liable at a higher rate.

Ordinary Shares held in certificated form

11.15 No stamp duty or stamp duty reserve tax will generally be payable on the issue of Ordinary Shares.

11.16 Neither UK stamp duty nor stamp duty reserve tax should arise on transfers of Ordinary Shares onAIM (including instruments transferring Shares and agreements to transfer Ordinary Shares) basedon the following assumptions:

(a) the Ordinary Shares are admitted to trading on AIM, but are not listed on any market (with theterm “listed” being construed in accordance with section 99A of the Finance Act 1986), andthis has been certified to Euroclear; and

(b) AIM continues to be accepted as a “recognised growth market” as construed in accordancewith section 99A of the Finance Act 1986).

11.17 In the event that either of the above assumptions does not apply, stamp duty or stamp duty reservetax may apply to transfers of Ordinary Shares in certain circumstances.

11.18 The above comments are intended as a guide to the general stamp duty and stamp duty reserve taxposition and may not relate to persons such as charities, market makers, brokers, dealers,intermediaries and persons connected with depositary arrangements or clearance services to whomspecial rules apply.

Enterprise Investment Scheme11.19 The following provides an outline of the EIS tax reliefs potentially available to individuals and trustee

investors. Any potential investor should obtain independent advice from a professional advisor as aclaim for relief will be conditional upon his or her own circumstances and is subject to holding theshares throughout the relevant three year period.

In addition, for EIS relief not to be withdrawn, the Company must comply with a number of conditionsthroughout the qualifying period relating to Ordinary Shares.

In summary, EIS relief may be available where a qualifying company issues new ordinary shares, thepurpose of which is to raise money for a qualifying business activity. The EIS shares must besubscribed for in cash and be fully paid up at the date of issue and must be held, broadly, for threeyears after they were issued.

EIS income tax relief is available to individuals only – the current relief is 30 per cent. of the amountsubscribed for EIS shares to be set against the individual’s income tax liability for the tax year in whichthe EIS investment is made, and is available up to a maximum of £1,000,000 in EIS subscriptionsper tax year. This relief can be ‘carried back’ one tax year (subject to the overriding limit for relief inthat tax year). This relief is only available to individuals who are not connected with the Company inthe period of two years prior to and three years after the subscription.

Very broadly, an individual is connected with the issuing company if, inter alia, he or his associatesare employees or directors or have an interest in more than 30 per cent. of the Company’s ordinaryshare capital or voting rights.

Where EIS income tax relief has been given and has not been withdrawn, any gain on the subsequentdisposal of the shares in qualifying circumstances is generally free from capital gains tax. If the sharesare disposed of at a loss, capital gains tax relief will generally be available for that loss net of any

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income tax relief previously given. Alternatively, an election can be made to set that loss (less anyincome tax relief already given) against income of that year or any income of the previous year.

Individuals and trustees who have realised gains on other assets within one year before or up to threeyears after the EIS shares are issued, are able to defer a capital gains tax liability arising on thosegains by making a claim to reinvest an amount of those gains against the cost of the EIS sharesubscription. Deferred gains will become chargeable on a disposal or deemed disposal of the EISshares. The investor can be connected with the Company (as outlined above) and obtain such capitalgains tax deferral relief.

12. MATERIAL CONTRACTSThe following material contracts (not being contracts entered into in the ordinary course of business) havebeen entered into by members of the Group within the two years immediately preceding the date of thisdocument or are other material subsisting contracts which relate to the assets and liabilities of the Group:

12.1 Acquisition of appScatter LLCAn Agreement and Plan of Merger (“Merger Agreement”) dated 10 March 2016 between appScatterLimited, appScatter LLC and appScatter Merger Sub LLC (“Merger Sub”) under which Merger Submerged with and into appScatter LLC, with appScatter LLC continuing as the surviving entity. Underthe Merger Agreement at the effective time of the merger the unit holder of each common unit inappScatter LLC outstanding automatically became entitled to receive one duly authorised and validlyissued ordinary share in appScatter Limited. The Merger became effective on the filing of a Certificateof Merger with the Secretary of State of the State of Delaware on and effective as of 18 May 2016.

12.2 Acquisition of appScatter LimitedPursuant to a series of share exchange agreements between the Company and certain shareholdersin appScatter Limited shown in the table below (“Selling Shareholders”), the Company agreed toacquire 10,203,467 ordinary shares of appScatter Limited (representing 51.71 per cent. of the issuedshare capital of appScatter Limited). The consideration for the acquisition of each share in appScatterLimited was the issue, credited as fully paid, of 2.5 Ordinary Shares in the Company. Following theseagreements being entered into, the Selling Shareholders exercised their rights under the articles ofassociation of appScatter Limited to require all other shareholders to sell their shares to the Companyby service of drag along notices. The transaction completed on 21 August 2017 when the Companyissued a total of 49,331,986 new Ordinary Shares in exchange for the acquisition of 19,732,815ordinary shares in appScatter Limited.

Number of Ordinary Shares

Number of shares in issued by way ofSelling Shareholder appScatter Limited sold consideration

Philip Marcella 6,387,049 15,967,622William Booth 862,189 2,155,472Harwinder Singh 839,863 2,099,657Abilott Ltd 687,864 1,719,660Rohin Malhotra 305,254 763,135Manish Kotecha 296,410 741,025Alejandro Widmer 274,890 687,225MG Trust (Philip Marcella) 201,863 504,657Albion Calaj 143,099 357,747Angie Sellars 115,201 288,002Jason Hill 89,785 224,462

For the purposes of paragraph 13 of this Part V, the agreements with Philip Marcella, MG Trust,Manish Kotecha and Jason Hill are agreements with related parties.

12.3 Placing AgreementOn 29 August 2017, the Company, each of the Directors, Smith & Williamson and Stifel entered intothe Placing Agreement pursuant to which, subject to certain conditions, each of Smith & Williamson

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and Stifel has agreed to use its reasonable endeavours to procure subscribers for the Placing Sharesat the Placing Price. The Placing Agreement contains customary indemnities and warranties from theCompany and warranties from the Directors in favour of Smith & Williamson and Stifel together withprovisions which enable Smith & Williamson and Stifel to terminate the Placing Agreement in certaincircumstances, including circumstances where any of the warranties are found to be untrue orinaccurate in any material respect. The Company has agreed to pay to Smith & Williamson: (i) thesum of £205,000 as a corporate finance fee; (ii) a commission of four per cent. on the aggregatevalue at the Placing Price of those Placing Shares subscribed by Placees which have been procuredby Smith & Williamson; (iii) a commission of one per cent. on the aggregate value at the Placing Priceof those Placing Shares subscribed by Placees who are existing shareholders (where suchsubscriptions are co-ordinated by Smith & Williamson); and (iv) a commission of 0.65 per cent. onthe aggregate value at the Placing Price of all of the Placing Shares. The Company has agreed topay to Stifel: (i) the sum of £100,000 as a corporate finance fee; (ii) a commission of four per cent. onthe aggregate value at the Placing Price of those Placing Shares subscribed by Placees procured byStifel; and (iii) a further discretionary commission of 0.5 per cent. on the aggregate value at the PlacingPrice of all of the Placing Shares.

12.4 Lock-in and Orderly Market AgreementEach of the Directors and William Booth, who in aggregate hold 19,954,367 Ordinary Shares(representing 31.58 per cent. of the Enlarged Share Capital) have entered into lock-in and orderlymarket agreements dated 24 August 2017 pursuant to which they have agreed with the Companyand with Smith & Williamson and Stifel, subject to certain limited exceptions:

(a) not to dispose of any Ordinary Shares owned by him or it (as the case may be) at Admission,or any Ordinary Shares which may be issued pursuant to any option in respect of OrdinaryShares held at the date of Admission, for a period of twelve months from Admission; and

(b) only to dispose of such Ordinary Shares through the Company’s broker for a further twelvemonth period in order so as to ensure an orderly market for the issued share capital of theCompany.

In addition, certain other holders of Existing Ordinary Shares have agreed not to dispose of interestsin Ordinary Shares amounting to an aggregate of 7,396,767 Ordinary Shares, representing a further11.71 per cent. of the Enlarged Share Capital, at any time prior to the first anniversary of Admission.

12.5 Project Management AgreementsPursuant to agreements dated 30 January 2017, appScatter Limited issued ELK Associates LLP, alimited liability partnership of which Clive Carver, a Director of the Company, and his wife are the onlymembers, with 53,416 ordinary shares in appScatter Limited, at an effective issue price of £1.61 perordinary share, in respect of project management services in the sum of £86,000 (including VAT) tobe provided in respect of Admission.

12.6 Smith & Williamson Engagement LetterPursuant to a letter of engagement with appScatter Limited dated 21 February 2017, to be novatedto the Company on Admission pursuant to an agreement dated 24 August 2017, the Company hasappointed Smith & Williamson to act as its joint broker and exclusive nominated adviser in connectionwith the Placing and Admission. The material terms of the engagement letter have been incorporatedinto the Placing Agreement referred to above.

12.7 Smith & Williamson Nominated Adviser and Broker AgreementA nominated adviser and broker appointment letter dated 24 August 2017 and made between (1) theCompany and (2) Smith & Williamson (the “Nominated Adviser and Broker Appointment Letter”)pursuant to which the Company has appointed Smith & Williamson to act as nominated adviser andjoint broker to the Company for the purposes of the AIM Rules. The Company has agreed to paySmith & Williamson a fee of £40,000 per annum (plus VAT) for its services as nominated adviser andjoint broker under the Nominated Adviser and Broker Appointment Letter. The Nominated Adviserand Broker Appointment Letter contains certain covenants and undertakings given by the Companyto Smith & Williamson. The appointment shall continue until terminated by either the Company orSmith & Williamson on, among other things, giving three months’ prior written notice after the initialtwelve month term.

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12.8 Stifel engagement letterPursuant to a letter of engagement with the Company dated 20 July 2017, Stifel were appointed toact as lead bookrunner in connection with the Placing. The material terms of the engagement letterhave been incorporated into the Placing Agreement referred to above.

12.9 Stifel Joint Brokership AgreementPursuant to a letter of engagement with the Company dated 18 July 2017, the Company hasappointed Stifel as joint broker with effect from Admission. The Company may not appoint any brokerother than Smith & Williamson as joint broker without Stifel’s consent. Stifel’s retainer fee is £75,000per annum with an annual increase in line with the Retail Price Index rate of inflation. Stifel will also beentitled to commission of 0.5 per cent. for Dealing arrangement and dealings through the Company’semployee share dealing scheme. The letter of engagement contains customary indemnities in Stifel’sfavour.

12.10 Relationship AgreementThe Company has entered into a relationship agreement dated 24 August 2017 (the “RelationshipAgreement”) with Smith & Williamson and Philip Marcella (the “Substantial Shareholder”). TheSubstantial Shareholder has undertaken to use his reasonable endeavours to ensure, inter alia, that:

(a) the Group is capable at all times of carrying on its business independently of the SubstantialShareholder;

(b) no additional directors to the Company are appointed nor any Directors removed exceptfollowing consultation with Smith & Williamson;

(c) no general meeting of the Company is to be requisitioned by the Substantial Shareholder or anyassociates in order to amend the articles of association of the Company in such a way as mightreasonably be expected to adversely affect the independence of the Group from the SubstantialShareholder or their associates or undermine the effect of the Relationship Agreement to thedetriment of the Group;

(d) there are and remain at all times not less than two Independent Directors;

(e) neither the Substantial Shareholder nor any associate thereof shall seek to procure or vote onany resolution to cancel the Company’s admission to trading on AIM without prior consultationwith the Company’s nominated adviser for the purpose of the AIM Rules, and with the approvalof the Independent Directors (such approval not to be unreasonably withheld, conditioned ordelayed); and

(f) any resolutions at any annual general meeting of the Company relating to either:

(i) the authority of the Board to issue Ordinary Shares generally, limited on an annual basis to30 per cent. of the Company’s issued share capital; or

(ii) the disapplication of the statutory pre-emption rights regarding the issue of OrdinaryShares, limited on an annual basis to 20 per cent. of the Company’s issued share capital,

are passed without amendment.

The Relationship Agreement shall continue in full force and effect for so long as the Company’sOrdinary Shares remain admitted to trading on AIM and the Substantial Shareholder, together withhis associates, are interested, in aggregate, in 20 per cent. or more of the right’s to vote at a generalmeeting of the Company.

The Relationship Agreement is governed by English law and the parties irrevocably submit to thenonexclusive jurisdiction of the Courts of England.

12.11 Tax IndemnityPursuant to a Deed of Indemnity dated 28 July 2017, executed in favour of appScatter Limited andappScatter LLC, Philip Marcella has agreed to indemnify these two companies in respect of any taxliabilities they may suffer in relation to fees paid to Mr Marcella as an independent contractor, whethersatisfied in cash, or in shares in lieu of cash.

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13. RELATED PARTY TRANSACTIONSSave for the related party transactions noted in the historical financial information for the Group in Part IV ofthis document, or referred to in this Part V of this document, during the period of two years immediatelypreceding the date of this document, no company in the Group has entered into any related partytransactions.

14. WORKING CAPITALThe Directors are of the opinion (having made due and careful enquiry) that, after taking into account thefinancing facilities available and the net proceeds from the Placing, the working capital of the Company andits Group will be sufficient for its present requirements, that is, for at least the period of 12 months from thedate of Admission.

15. LITIGATIONNo member of the Group is or has been engaged in any governmental, legal or arbitration proceedings(including any such proceedings which are pending or threatened of which the Company is aware) whichhave had or may have a significant effect on the Group’s financial position or profitability during the 12 monthspreceding the date of this document and, so far as the Directors are aware, there are no such proceedingspending or threatened by or against any member of the Group.

16. NO SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITIONSave as otherwise disclosed in this document, there has been no significant change in the financial or tradingposition of the Group since 31 December 2016, the date to which financial information set out in Part IV ofthis document was prepared.

17. INTELLECTUAL PROPERTYThe Group does not currently have any patents in place or patent applications outstanding but does fullyown the know-how and proprietary database schema. Management is exploring protecting the coretechnology with a software patent, which may include the specific search algorithms and technologysurrounding the collection and management of data.

18. PROPERTYThe Group does not occupy any leasehold or freehold property. It currently operates from flexible businesspremises which it occupies under a short term licence.

19. CONSENTS AND OTHER INFORMATION19.1 Smith & Williamson has given and not withdrawn its written consent to the issue of this document

with the inclusion in it of references to its name in the form and context in which they appear. Smith& Williamson may be said to have an indirect material economic interest which may be dependenton the success of the Placing by virtue of its interest in fees payable by the Company under thePlacing Agreement to Smith & Williamson as joint broker.

19.2 Stifel has given and not withdrawn its written consent to the issue of this document with the inclusionin it of references to its name in the form and context in which they appear. Stifel may be said to havean indirect material economic interest which may be dependent on the success of the Placing byvirtue of its interest in fees payable by the Company under the Placing Agreement to Stifel as jointbroker.

19.3 The reporting accountant, Kingston Smith LLP, has given and not withdrawn its written consent tothe issue of this document with the inclusion in it of its reports and letters contained in Parts IV of thisdocument respectively, and references thereto and to its name in the form and context in which theyappear.

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19.4 Kingston Smith LLP of Devonshire House, 60 Goswell Road, London EC1M 7AD are the auditors ofthe Group.

19.5 The total costs and expenses payable by the Company in connection with the Admission (includingprofessional fees, commissions, the costs of printing and registrars fees) are estimated to amount toapproximately £1.2 excluding VAT. The net proceeds of the Placing receivable by the Company areexpected to be approximately £7.8 million.

19.6 Save as otherwise disclosed in this document, there are no patents or other intellectual propertyrights, licences or particular contracts which are of fundamental importance to the Group’s businessor profitability.

19.7 Save as otherwise disclosed in this document, there have been no significant authorised or contractedcapital commitments of the Group at the date of publication of this document.

19.8 No environmental issues have arisen in the past 12 months which would have had a significant effecton the Company’s financial position or profitability. Save as disclosed in this document, the Companyis not aware of any material environmental issues or risks affecting the utilisation of the Group’s tangiblefixed assets or its operations.

19.9 The following persons (not being professional advisers or trade suppliers) received commissions forraising capital for appScatter Limited, or fees for the provision of other services in the past 12 monthsin the amounts shown below.

Fees/commissionsreceived in

Name last 12 months

Icefield Dry Ice Engineering GmbH £292,300Perpetuity Startups LLC £89,863Ruffena Capital Limited £96,134CFPro Limited £29,225Laura Eggleston £15,000

Other than referred to above, or as disclosed elsewhere in this document, no person (excluding thoseprofessional advisers disclosed in this document and trade suppliers) has:

(a) received, directly or indirectly, from the Company within the 12 months preceding the date ofthis document; or

(b) entered into any contractual arrangements (not otherwise disclosed in this document) to receive,directly or indirectly, from the Company on or after Admission any of the following:

(i) fees totalling either £10,000 or more;

(ii) securities in the Company with a value of either £10,000 or more calculated by referenceto the expected price of an Ordinary Share at Admission; or

(iii) any other benefit with a value of either £10,000 or more or more at the date of Admission.

19.10 Where information contained in this document has been sourced from a third party, the Companyconfirms that such information has been accurately reproduced and, so far as the Company is awareand is able to ascertain from the information published by that third party, no facts have been omittedwhich would render the reproduced information inaccurate or misleading.

19.11 Ordinary Shares are issued and allotted in registered form under the laws of England and Wales andtheir currency is Pounds Sterling. No admission to listing or trading of the Ordinary Shares is beingsought on any stock exchange other than AIM.

19.12 It is expected that CREST accounts will be credited as applicable on the date of Admission. The ISINof the Ordinary Shares is GB00BF54H884. Share certificates (where applicable) will be dispatchedby first class post within 14 days of the date of Admission.

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19.13 There are no arrangements in existence under which future dividends are to be waived or agreed tobe waived.

19.14 Smith & Williamson is registered in England and Wales as a private company under the CompaniesAct 1985 of Great Britain with number 04533970 and is regulated by the FCA. Its registered office isat 25 Moorgate, London, EC2R 6AY.

19.15 Stifel is registered in England and Wales as a private company under the Companies Act 1985 ofGreat Britain with number 03719559 and is regulated by the FCA. Its registered office is at150 Cheapside, London, EC2V 6ET.

19.16 The Directors will comply with Rule 21 of the AIM Rules and Article 19 of the Market Abuse Regulation(Regulation 5961 2014) (“MAR”) relating to Directors’ and applicable employees’ dealings in OrdinaryShares and to this end, the Company has adopted an appropriate Share Dealing Code.

19.17 There are no provisions in the Articles which would have the effect of delaying, deferring or preventinga change of control of the Company.

19.18 Save as disclosed in this document, the Directors are unaware of:

(a) any significant trends in production, sales and inventory and costs and selling prices from31 December 2016 (being the date to which the financial information set out in Part IV of thisdocument was prepared) to the date of this document;

(b) any trends, uncertainties, demands, commitments or events that are reasonably likely to havea material effect on the Group’s prospects for at least the current financial year; or

(c) any exceptional factors which have influenced the Company’s activities.

19.19 There are no mandatory takeover bids outstanding in respect of the Company and no public takeoverbids have been made by third parties either in the last financial year or the current financial year ofthe Company.

19.20 There are no arrangements known to the Company, the operation of which may at a subsequentdate result in a change of control of the Company.

20. AVAILABILITY OF ADMISSION DOCUMENTCopies of the admission document, which will contain full details about the Company and the admission ofits securities, will be available from the registered office of the Company, c/o Druces LLP, Salisbury House,London Wall, London EC2M 5PS, during normal business hours on any weekday (Saturdays, Sundays andpublic holidays excepted) for a period of one month from the date of Admission. A copy of this documentis also available for download at the Company’s website at www.appscatterplc.com.

29 August 2017

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Perivan Financial Print 246132

ADMISSION DOCUMENT

TIDM: APPS

Lead Bookrunner and Joint Broker Nominated Adviser and Joint Broker

Documents

ADMISSION DOCUMENT - appScatter · This document is an admission document required by the rules of AIM, a market operated by the London Stock Exchange. This document does not constitute