Ubisense Group plc. (Incorporated in England and Wales with company number ) Proposed Disposal, Change of Name and Notice of General Meeting

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you shoud take, you are recommended to seek your own financia advice immediatey from your stockbroker, bank manager, soicitor, accountant or other independent financia adviser duy authorised under the Financia Services and Markets Act 2000, if you are in the United Kingdom, or otherwise from another appropriatey authorised and independent financia adviser. If you have sod or otherwise transferred a of your ordinary shares of 2 pence each ( Ordinary Shares ) in Ubisense Group pc (the Company ) pease send this document, together with the accompanying Form of Proxy, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sae or transfer was effected for onward transmission to the purchaser or transferee. However, these documents shoud not be forwarded or sent in, into or from the United States, Austraia, Canada, New Zeaand, the Repubic of South Africa or Japan or any other state or jurisdiction in which reease, pubication or distribution woud be unawfu, and therefore persons into whose possession this document and any accompanying documents come shoud inform themseves about and observe any appicabe requirements. Any faiure to compy with this restriction may constitute a vioation of the securities aws of any such jurisdiction. If you have sod or otherwise transferred ony part of your hoding of Ordinary Shares, you shoud retain these documents and contact the stockbroker, bank or other agent through whom the sae or transfer was effected immediatey. This document shoud be read as a whoe. Your attention is drawn to the etter from the Acting Chairman which is set out on pages 7 to 14 of this document and which recommends you to vote in favour of the Resoutions to be proposed at the Genera Meeting referred to beow. Ubisense Group pc (Incorporated in Engand and Waes with company number ) Proposed Disposa, Change of Name and Notice of Genera Meeting Nominated Adviser and Broker: finncap Ltd This document does not constitute an offer of securities and accordingy is not a prospectus: neither does it constitute an admission document drawn up in accordance with the AIM Rues. A Genera Meeting to consider the proposas described in this document wi be hed at 9.30 a.m. on 13 December 2018 at the registered office of the Company at St. Andrew s House, 90 St. Andrew s Road, Chesterton, Cambridge, Cambridgeshire CB4 1DL. The notice convening the Genera Meeting is set out at the end of this document and a Form of Proxy for use at the Genera Meeting is encosed. The action to be taken in respect of the Genera Meeting is set out in the etter from the Acting Chairman of the Company contained in this document. Sharehoders are requested to compete, sign and return the Form of Proxy whether or not they intend to be present at the Genera Meeting. To be vaid, Forms of Proxy shoud be competed, signed and returned, in accordance with the instructions printed thereon, as soon as possibe but, in any event, so as to be received by the Registrars (the address for whom can be found in the Form of Proxy) by not ater than 9.30 a.m. on 11 December Competion and return of a Form of Proxy or the eectronic appointment of a proxy wi not precude a Sharehoder from attending and voting at the meeting shoud they so wish. If you hod your Ordinary Shares in uncertificated form (that is, in CREST) you may appoint a proxy or proxies through the CREST eectronic proxy appointment service in accordance with the procedures set out in the CREST Manua (pease aso refer to the accompanying notes to the Notice of Genera Meeting set out at the end of this document). Proxies submitted via CREST must be received by the Company s agent

2 (ID 3RA50) by no ater than 9.30 a.m. on 11 December 2018 (or, in the case of an adjournment, not ater than 48 hours before the time fixed for the hoding of the adjourned meeting). Aternativey, you can submit your proxy appointments eectronicay at by foowing the instructions on the website. Eectronic proxy appointments must be received by 9.30 a.m. on 11 December 2018 (or, in the case of an adjournment of the Genera Meeting, not ater than 48 hours before the time fixed for the hoding of the adjourned meeting). finncap Ltd, which is authorised and reguated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is acting as nominated adviser and broker to the Company. finncap is not acting for any other person in connection with the matters referred to in this document and wi not be responsibe to anyone other than the Company for providing the protections afforded to cients of finncap or for giving advice in reation to the matters referred to in this document. finncap is not making any representation or warranty, express or impied, as to the contents of this document, incuding the accuracy, verification or competeness of any information contained in this document or for any other statement made or purported to be made by the Company, or on the Company s behaf, or by them or on their behaf, and nothing in this document sha be reied upon as a promise or representation in this respect, whether as to the past or future. The responsibiities of finncap as the Company s nominated adviser and broker under the AIM Rues for Companies and the AIM Rues for Nominated Advisers are owed soey to the London Stock Exchange and are not owed to the Company or to any Director, Sharehoder or any other person, in respect of his decision to acquire shares in the capita of the Company in reiance on any part of this document, or otherwise. finncap has not approved the contents of, or any part of, this document and no iabiity whatsoever is accepted by finncap for the accuracy of any information or opinions contained in this document or for the omission of any information from this document, and finncap accordingy discaims to the fuest extent permitted by aw a and any iabiity whatsoever whether arising out of tort, contract or otherwise which it might otherwise have to any person in respect of this document or any such statement. KPMG LLP, which is authorised and reguated in the United Kingdom by the Financia Conduct Authority, is acting excusivey for the Company and for no-one ese in connection with the matters referred to in this document and wi not be responsibe to any person other than the Company for providing the protections afforded to cients of KPMG LLP, nor for providing advice in reation to the matters referred to herein. Neither KPMG LLP nor any of its affiiates owes or accepts any duty, iabiity or responsibiity whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a cient of KPMG LLP in connection with the matters referred to in this document, or otherwise. In accordance with the AIM Rues, this document is avaiabe to Sharehoders on the Company s website: 2

3 IMPORTANT NOTICE Notice in reation to Overseas Persons The distribution of this document and the accompanying Form of Proxy in or into jurisdictions other than the UK may be restricted by aw and therefore any person into whose possession this document comes shoud inform themseves about and observe any of those restrictions. Any faiure to compy with any of those restrictions may constitute a vioation of the securities aws of any such jurisdiction. Subject to certain exceptions, this document is not for reease, pubication or distribution, directy or indirecty, in or into the United States, Austraia, Canada, Japan, New Zeaand or the Repubic of South Africa or any jurisdiction where to do so might constitute a vioation of oca securities aws or reguations. Cautionary note regarding forward-ooking statements This document contains a number of forward-ooking statements reating to the Ubisense Group, incuding with respect to the trading prospects of the Ubisense Group. The Company considers any statements that are not historica facts as forward-ooking statements. They reate to events and trends that are subject to risks, uncertainties and assumptions that coud cause the actua resuts and financia position of the Ubisense Group to differ materiay from the information presented in the reevant forward-ooking statement. When used in this document the words estimate, project, intend, aim, anticipate, beieve, expect, shoud, and simiar expressions, as they reate to the Ubisense Group or management of it, are intended to identify such forward-ooking statements. Sharehoders are cautioned not to pace undue reiance on these forward-ooking statements which speak ony as at the date of this document. Neither the Company nor any member of the Ubisense Group nor finncap nor any of their respective officers, directors and empoyees undertakes any obigation to update pubicy or revise any of the forward-ooking statements whether as a resut of new information, future events or otherwise, save in respect of any requirement under appicabe aws, the AIM Rues and other reguations. 3

4 CONTENTS Page EXPECTED TIMETABLE OF PRINCIPAL EVENTS 5 DIRECTORS, SECRETARY AND ADVISERS 6 DEFINITIONS 7 LETTER FROM THE ACTING CHAIRMAN 9 NOTICE OF GENERAL MEETING 17 4

5 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Posting of this Circuar 21 November 2018 Latest time and date for receipt of Forms of Proxy 9.30 a.m. 11 December 2018 Time and date for determining entitement to attend and cose of business on 11 December 2018 vote at the Genera Meeting Genera Meeting 9.30 a.m. 13 December 2018 Anticipated date of competion of Transaction 31 December 2018 Notes: (1) A times referred to in this document are, uness otherwise stated, references to London time. (2) Each of the times and dates above are indicative ony and are subject to change. If any of the above times and/or dates change, the revised times and/or dates wi be notified by the Company to Sharehoders by announcement through a Reguatory Information Service. 5

6 DIRECTORS, SECRETARY AND ADVISERS Directors Company Secretary Registered Office, Principa Pace of Business and Business Address of each of the Directors Website Peter George Harverson (Chairman) Riccardo (Richard) Ettore Petti (Chief Executive Officer) Ian Edward Kershaw Robert Danie Sansom Pau Ronad Tayor (Acting Chairman) Oiver Rupert Andrew Scott Timothy Ginge Timothy Ginge St. Andrew s House 90 St. Andrew s Road Chesterton Cambridge Cambridgeshire CB4 1DL Nominated Adviser and Broker finncap Ltd (registered number ) 60 New Broad Street London EC2M 1JJ Financia Adviser Lega advisers to the Company Registrars KPMG LLP (registered number OC301540) 15 Canada Square London E14 5GL United Kingdom Mis & Reeve LLP (registered number OC326165) 4th Foor Monument Pace London EC3R 8AJ Computershare Investor Services PLC (registered number ) The Paviions Bridgwater Road Bristo BS13 8AE 6

7 DEFINITIONS The foowing definitions appy throughout this document uness the context requires otherwise: Abyssinian Topco Limited AIM AIM Rues Business Day Abyssinian Topco Limited, a company incorporated in Engand and Waes registered number and which has is registered office at Investcorp House 48 Grosvenor Street, Mayfair, London, United Kingdom, W1K 3HW AIM, a market operated by the London Stock Exchange the AIM Rues for Companies pubished by the London Stock Exchange (as amended from time to time) governing admission to and the operation of AIM any day (excuding Saturdays and Sundays) on which banks are open in the City of London for the conduct of norma banking business Circuar this circuar to Sharehoders dated 21 November 2018 Companies Act or the Act the Companies Act 2006 the Company or Ubisense Competion Consideration Shares CREST Ubisense Group pc of St. Andrew s House, 90 St. Andrew s Road, Chesterton, Cambridge, Cambridgeshire CB4 1DL competion of the Transaction shares in the capita of the indirect parent of the Purchaser, Abyssinian Topco Limited, having an aggregate vaue of 2 miion which are to be issued to the Company as part of the consideration payabe on Competion the reevant system (as defined in the Reguations) in respect of which Eurocear UK & Ireand is the operator (as defined in the Reguations) Directors or Board the directors of the Company whose names are set out on page 4 of this document Disposed Assets Earn-out Consideration FCA Form of Proxy Genera Meeting or GM the assets to be disposed of by the Company under the Sae Agreement, as more fuy set out in paragraph 7 of Part 1 of this document up to an additiona 3 miion cash consideration to be paid dependent on the RTLS SmartSpace business unit, that is being sod to the Purchaser, meeting certain 2018 and 2019 revenue performance targets the Financia Conduct Authority the form of proxy for use by sharehoders at the Genera Meeting, encosed with this document the genera meeting of the Company to be hed at the registered office of the Company at St. Andrew s House, 90 St. Andrew s Road, Chesterton, Cambridge, Cambridgeshire CB4 1DL at 9.30 a.m. on 13 December 2018, notice of which is set out at the end of this document 7

8 HSBC Loan KPMG London Stock Exchange Notice of Genera Meeting finncap Ordinary Shares Purchaser Reorganisation Resoutions Retained Assets Sae Agreement Sharehoders Transaction Ubisense Group or Group UK or United Kingdom United States or US a circa miion oan made by HSBC Bank Pc to Ubisense Limited KPMG LLP, a imited iabiity partnership registered in Engand and Waes with registered number OC and which has its registered office at 15 Canada Square, London, E14 5GL, United Kingdom London Stock Exchange pc the notice convening the Genera Meeting set out at the end of this document finncap Ltd of 60 New Broad Street, London, EC2M 1JJ the ordinary shares of 2 pence each in the capita of the Company Abyssinian Bidco Limited, a company incorporated in Engand and Waes registered number and which has is registered office at Investcorp House 48 Grosvenor Street, Mayfair, London, United Kingdom, W1K 3HW a restructure of the Ubisense Group to be competed prior to Competion so as to separate (i) the RTLS SmartSpace activities under Ubisense Limited; and (ii) the Geospatia activities under the Company the resoutions to be proposed at the Genera Meeting as set out in Part 2 of this document the Group s Geospatia business unit the Sae Agreement among the Company and the Purchaser dated 20 November 2018 reating to the Transaction hoders of Ordinary Shares the proposed disposa of the Group s RTLS SmartSpace business unit (as carried on by Ubisense Limited and its subsidiaries), incuding the Ubisense brand, to the Purchaser pursuant to the Sae Agreement the Company and its subsidiaries the United Kingdom of Great Britain and Northern Ireand the United States of America, its territories and possessions, any State of the United States and the District of Coumbia. The use in this document of the words and phrases other, incuding and in particuar sha not imit the generaity of any preceding words, and any words which foow them sha not be construed as being imited in scope to the same cass as the preceding words where a wider construction is possibe. Words in this document which import the singuar incude the pura and vice versa. Words importing a gender incude every gender and the neutra gender. References to a person incude any individua, corporation, firm, partnership, joint venture, association, body of persons, organisation or trust (in each case, whether or not having separate ega personaity). Uness otherwise stated, words and phrases which are generay defined in, and for the purposes of, the Companies Act 2006 (as amended) sha, when used in this document, bear the meanings respectivey attributed to them by that Act. 8

9 PART 1 LETTER FROM THE ACTING CHAIRMAN Ubisense Group pc (Incorporated in Engand and Waes with company number ) Directors: Peter George Harverson Riccardo (Richard) Ettore Petti Ian Edward Kershaw Robert Danie Sansom Pau Ronad Tayor Timothy Ginge Oiver Rupert Andrew Scott Registered Office: St. Andrew s House 90 St. Andrew s Road Chesterton Cambridge Cambridgeshire CB4 1DL 21 November 2018 Dear Sharehoders and, for information ony, to hoders of options over Ordinary Shares Proposed disposa (the Transaction ), Change of Name and Notice of Genera Meeting 1. Introduction The Company announced on 21 November 2018 that it has signed a conditiona agreement to se its RTLS SmartSpace business unit, incuding the Ubisense brand, to a company that is owned and controed by funds managed or advised by Investcorp Technoogy Partners, an affiiate of Investcorp Bank B.S.C., for up to 35 miion. Of this maximum consideration, 30 miion wi be paid in cash on Competion (subject to certain agreed adjustments to take into account the RTLS SmartSpace business unit s debt, cash and working capita position at Competion), 2 miion wi be satisfied by the issuance of shares in the parent company of the Purchaser and up to 3 miion wi be paid as an earn-out dependent on the 2018 and 2019 revenue performance of the sod business. The Transaction, if competed, wi be deemed to constitute a fundamenta change of business under Rue 15 of the AIM Rues and is accordingy conditiona on the approva of the Company s Sharehoders. Subject to this approva being granted and on the conditions to the Transaction being satisfied, the Transaction is expected to compete on 31 December This document: (i) expains the background to the Transaction; (ii) expains the effects of the Transaction on the Group and how the Group intends to use the proceeds from the Transaction; (iii) sets out the reasons why your Board beieves that the Transaction is in the best interests of the Group and Sharehoders as a whoe; (iv) asks Sharehoders to pass Resoution 1 at the Genera Meeting to approve the Transaction as an ordinary resoution; and (v) asks Sharehoders to pass Resoution 2 at the Genera Meeting to approve the proposed change of name of the Company as a specia resoution. This document incudes, in Part 2, a notice of Genera Meeting which is being convened for 9.30 a.m. on 13 December 2018 at which the Resoutions to approve the Transaction and change the Company s name wi be put to Sharehoders. It is important that you compete, sign and return the Form of Proxy for use at the Genera Meeting encosed with this document or, if you are a CREST member, you 9

10 appoint a proxy using the CREST eectronic appointment service, whether or not you intend to attend the meeting. The Directors consider that the Transaction is in the best interests of the Group and Sharehoders as a whoe and unanimousy recommend that Sharehoders vote in favour of the Resoutions at the Genera Meeting. 2. Information on the Group Ubisense, a market eader in Enterprise Location Inteigence soutions, advises some of the biggest automotive, aerospace, communications and utiity companies in the word. The Group s soutions are based on powerfu enterprise patforms, supported by a range of customer-ed appications, that use ocation to deiver a rea-time digita twin of its customer s physica operations, proven to drive quaity, increase productivity, manage compexity and reduce costs. As noted in the haf year resuts, the Company has and continues to deveop the Group s activities as two separate business units: the Geospatia business unit (consisting of myword software and services, and additionay services attached to third party products) is concentrated on the communications and utiities industries; the RTLS SmartSpace business unit focuses on automotive, commercia vehices, aerospace, defence and transport. To date, this structure has enabed each unit to deveop and execute distinct saes and marketing strategies designed to increase operationa productivity across targeted industries through its digita twin technoogy. 3. Overview of the Transaction On Competion, the Group s existing RTLS SmartSpace business unit, incuding the Ubisense name and brand, wi be transferred to the Purchaser. The Group wi continue to operate its Geospatia business unit under the name and brand IQGeo, and the Company wi be renamed IQGeo Group pc. The Directors beieve that the terms of the Transaction are highy attractive and appropriatey vaue the future growth of the RTLS SmartSpace business against the uncertain nature and timing of that growth. Assuming a successfu competion of the Transaction, the Board intends IQGeo Group pc to focus on the compeing market opportunities in the Company s myword product offering, which are further expained beow. Subject to the satisfaction or waiver of various conditions (expained beow), Competion is expected to take pace on 31 December Highights: 30 miion to be paid in cash on Competion (subject to adjustments for net debt and net working capita on competion) pus 2 miion in a roover investment into the sod business and up to an additiona 3 miion earn-out tied to 2018 and 2019 revenue performance; assuming Competion takes pace, IQGeo Group pc wi be a focused and we-funded geospatia software company working with teecoms and utiities companies wordwide; the RTLS SmartSpace business unit iabiities arising as a resut of the Reorganisation and Competion are expected to comprise a 0.8 miion tax iabiity and 2.3 miion ease iabiities (IFRS 16). The HSBC Loan is aso cassified as an RTLS SmartSpace business unit iabiity. These amounts wi be deducted from the 30 miion payabe in cash on Competion; in the audited resuts for the year ended 31 December 2017, the Geospatia business unit generated revenue of 16.5 miion and a contribution of 4.4 miion, and in the unaudited first haf resuts for the period ending 30 June 2018, the Geospatia business generated revenue of 5.7 miion and a contribution of 1.3 miion; part of the consideration from the disposa of the RTLS SmartSpace business unit wi be used to continue the gobaization of the Geospatia business unit, in particuar in markets where fiber 10

11 broadband and 5G investments are expected to increase significanty over the next five years; cash baances (which wi be retained in fu by the Group) have increased to 6.8 miion as at 16 November 2018 from 5.8 miion as at 30 June 2018; foowing Competion, the Board intends to return excess funds to Sharehoders (subject to compying with a reevant aw and reguation in effecting such return). Further detais of the amount and timing of the return to sharehoders wi be made in due course. Professiona fees associated with the Transaction and Reorganisation are expected to be in the region of 2.1 miion (incuding VAT). The Transaction constitutes a disposa resuting in a fundamenta change of business, and pursuant to Rue 15 of the AIM Rues, Competion is conditiona upon (amongst other things) the approva of Sharehoders. The Directors (excuding Peter Harverson, who remains on temporary eave of absence for medica treatment) intend to unanimousy recommend that Sharehoders vote in favour of the Resoutions as they have irrevocaby undertaken to do in respect of their beneficia hodings amounting, in aggregate, to 6,594,358 Ordinary Shares, representing approximatey 9.0 per cent. of the existing ordinary share capita of the Company. In addition, Kestre Partners LLP have irrevocaby undertaken to vote in favour of the Resoutions in respect of the 19,045,493 Ordinary Shares under their discretionary management, representing approximatey 26.1 per cent. of the existing ordinary share capita of the Company. Combined, these irrevocabe undertakings represent approximatey 35.1 per cent. of the existing ordinary share capita of the Company. 4. Background to the Transaction and use of proceeds Whie the Company s Geospatia myword and RTLS SmartSpace business units share common high-eve objectives, the technoogy and target markets have remained different. Significant opportunity exists for both businesses in markets that are demonstrating exciting change and acceerating growth. By separating them into two independent groups with separate ownership, the Directors beieve that each business wi be abe to pursue its own growth trajectory, investing as required to enhance the soution offerings to their separate customer bases. Foowing Competion, IQGeo wi be a focused software company working excusivey with eading teecoms and utiities companies wordwide and the Board wi be abe to focus on the significant opportunities apparent in the communications and utiity sectors for productivity enhancing open patform support for geospatia systems. These opportunities are being driven by significant growth in goba data consumption, which is encouraging the goba depoyment of broadband fiber to homes and businesses, 5G mobie infrastructure densification as we as the on-going need that utiities companies have to upgrade ageing infrastructure whie maintaining margins and improving safety. Further product deveopment woud enabe the Group to expand the capabiities of the myword Capture, Fiber Panning and Saesforce app products incuding subscription and coud based offerings. The abiity to invest in saes woud increase the speed and depth of approach to the market and, in particuar, the argest prospects in America, Europe and Asia where the Group woud be ooking to estabish further saes offices. The net cash proceeds of the Transaction receivabe by the Company on Competion (ie, excuding the Earn-Out Consideration and the Share Consideration but after (i) debt free/cash free adjustment in respect of the Disposed Assets, (ii) the repayment of the HSBC Loan, (iii) payment of taxes associated with the Reorganisation and Transaction and (iv) other Transaction reated fees, costs and expenses), are expected to be in the region of 23.0 miion and woud significanty boster the Group s cash baances (which were 5.8 miion as at 30 June 2018 and 6.8 miion as at 16 November 2018). 11

12 Foowing Competion, the Group intends to maintain a strong baance sheet and to drive the expansion of IQGeo business in the foowing areas: further product deveopment to expand the capabiities of the myword Capture, Fiber Panning, network asset and Saesforce app products incuding subscription and coud based offerings; investment in saes to increase the speed and depth of approach to the market and, in particuar, the argest prospects in Europe and Asia where fiber broadband and 5G investments are expected to increase significanty over the next five years; and aunch a coud-based version of myword which wi offer end-to-end soution for a much broader utiities and teecoms market that is normay outside the scope of traditiona geospatia vendors. Subject to the need to adequatey fund the above pans and maintain strong cash baances, the Board expects to return excess funds to Sharehoders (subject to compying with a reevant aw and reguation in effecting such return). The exact amount and timing of the return to sharehoders cannot be guaranteed and accordingy further announcements wi be made in due course. Re-organisation of the Group The Group is in the process of an interna reorganisation in order to separate the business, assets and iabiities of the RTLS SmartSpace business unit from the rest of the Group. It is the RTLS SmartSpace business unit that the Company has conditionay agreed to se to the Purchaser. This restructuring is not conditiona upon sharehoder approva or any of the other conditions expained beow. The consideration payabe by the Purchaser is set out in further detai at paragraph 9 beow. Competion is conditiona upon the foowing matters: (i) (ii) (iii) the competion of the restructuring referred to above; the Sharehoders passing the Resoution at the Genera Meeting to approve the Transaction in accordance with the AIM Rues; and the approva of the German Federa Carte Office (Bundeskarteamt) to the Transaction. If any of the conditions above are not satisfied or, if capabe of waiver by the Purchaser, not waived by the Purchaser, the Transaction wi not take pace. Subject to the approva of Sharehoders and the other conditions noted above, the Transaction is expected to compete in December. On Competion and foowing a transition period, the Company intends to move to a new head office in Cambridge and grow its subsidiaries in Germany, the US, Canada and Japan. 5. The Group s operations foowing the Transaction Foowing Competion, the Group wi change its name to IQGeo Group pc, retaining its stock market isting on AIM trading under the ticker IQG and wi focus on the compeing market opportunities through the Company s myword product offering. As a focused and singe business, IQGeo woud be capabe of acceerating its abiity to address goba opportunities and of broadening its addressabe markets. Whist parts of this strategy coud be addressed under the existing structure, doing so woud be more chaenging due to the constraints created by a business with two growth divisions. By disposing of RTLS Smartspace and rebranding as IQGeo, the Directors beieve the Group coud impement a more coherent growth strategy based on the myword software suite. myword enabes the Group s teecoms and utiities customers to dynamicay integrate the different eements of their technoogy ecosystem in a fast and non-intrusive way, creating an operations hub that heps visuaize and manage the status of peope, data and things across the entire enterprise. The Company s customers enabe a connected enterprise using data and ocation inteigence that increases the speed, accuracy and productivity of both new buid and maintenance operations by up to 25 per cent. 12

13 Growth in IQGeo s target markets are being driven by significant increases in goba data consumption which is encouraging the goba depoyment of broadband fiber to homes and businesses, 5G mobie infrastructure densification as we as the on-going need that utiity companies have to upgrade ageing infrastructure whie maintaining margins and improving safety. IQGeo s goba target market consists of over 2,500 enterprise customers wordwide that we vaue at 3-4 biion over the next 5 years. The business aready benefits from a bue-chip customer base that incudes over 30,000 users at some of argest teecoms and utiities suppiers in the word as we as a management team with strong experience in both teco and geospatia soutions. IQGeo s myword revenues have grown 39 per cent. CAGR from 2015 to 2017, thanks to consistent growth in its principa markets of teco, fiber and utiities infrastructure. During this period, gross margins have consistenty improved thanks to the increased focus on software and the shift of the revenue mix away from third party consuting services. As IQGeo evoves its product offerings to incude more subscription and SaaS based offerings we expect the revenue mix to incude higher proportions of recurring revenue with corresponding improvements in projected cashfows for the business. 6. Current trading Further to the announcement of its interim resuts for the six month period ended 30 June 2018 on 27 September 2018, the Company continues to trade in ine with the Board s expectations. 7. Information on the Disposed Assets The RTLS SmartSpace corporate group In preparation for the Transaction, the various units and corporate entities comprised within the RTLS SmartSpace business are being consoidated into a singe corporate group which sits aongside the Company s Geospatia business. The sae of the RTLS SmartSpace unit wi accordingy be competed by means of a sae of the RTLS SmartSpace corporate group by the Company. The RTLS SmartSpace products RTLS SmartSpace soutions are based on a moduar software patform that manages rea-time ocation and identification data from mutipe sources to support industria-scae, mission-critica visibiity and contro appications. RTLS SmartSpace is proven to hep goba eaders in manufacturing drive productivity, quaity and performance. Its technoogy enabes customers to create a digita representation of the physica word and connects it to critica manufacturing and operationa systems to create a digita twin that can drive key success factors in their operations. The division s focus is on companies within the automotive, commercia vehices, aerospace, defence and transport markets where it has a track record of providing industry eading enterprise ocation inteigence soutions to some of the argest and most discerning corporates in the word. These soutions ensure compeing returns on investment through the deivery of improved fexibiity, productivity and quaity whie reducing suppy chain compexity and operationa costs. This eads to faster production and rework times, revenue growth and decision making. RTLS SmartSpace has benefitted from significant industry investment in smart factory and digita twin technoogy as part of a goba shift towards the principes of Industry 4.0 which is expected to continue to grow. RTLS SmartSpace financias and vaue In the audited resuts for the year ended 31 December 2017, the RTLS SmartSpace business generated revenue of 10.8 miion and a contribution of 1.4 miion, whist in the unaudited first haf resuts for the period ending 30 June 2018, the RTLS SmartSpace business generated revenue of 4.6 miion and a contribution of 0.1 miion. Aocating reevant centra costs gives unaudited operating oss of 3.3 miion for the year ending 31 December 2017 and 2.2 miion for the period ending 30 June The vaue of the RTLS SmartSpace business net assets at 30 June 2018 was 7.6 miion (excuding intercompany baances). 13

14 8. Information on the Retained Assets IQGeo financias and vaue In the audited resuts for the year ended 31 December 2017, the Geospatia myword business generated revenue of 16.5 miion and a contribution of 4.4 miion. In the unaudited first haf resuts for the period ending 30 June 2018, the Geospatia myword business generated revenue of 5.7 miion and a contribution of 1.3 miion. Aocating reevant centra costs gives unaudited operating profit of 0.2 miion for the year ending 31 December 2017 and an operating oss of 0.5 miion for the period ending 30 June Principa terms of the Transaction The Company has entered into the Sae Agreement with the Purchaser. The Sae Agreement sets out the terms pursuant to which the Purchaser has agreed to acquire the RTLS SmartSpace business unit, the key terms of which are as foows: The Transaction is conditiona upon the approva of the Transaction by the Sharehoders, the Reorganisation being competed and the approva of the Transaction by the German Federa Carte Office (Bundeskarteamt). In the event that the conditions are not fufied on or before 31 March 2019, the Sae Agreement may be terminated and the Transaction may not be competed. The maximum consideration payabe by the Purchaser is 35 miion and comprises: a cash payment on Competion of 30 miion which, foowing (i) a debt free/cash free adjustment in respect of the Disposed Assets, (ii) repayment of the HSBC Loan, (iii) payment of taxes associated with the Reorganisation and Transaction and (iv) other Transaction reated fees, costs and expenses, is expected to be net cash proceeds to the Company of approximatey 23 miion: the issuance to the Company of the Consideration Shares, being shares in the capita of the indirect parent company of the Purchaser, Abyssinian Topco Limited, having an aggregate vaue of 2 miion; and the Earn-out Consideration, comprising: a sum of 1.5 miion payabe contingent on the RTLS SmartSpace business unit deivering either: an agreed revenue target for the year ended 31 December 2018; or if the RTLS SmartSpace business unit fais to meet the agreed 2018 revenue target in the year ended 31 December 2018, any excess revenue for the year ended 31 December 2019 above the agreed 2019 target (see beow) can be added back to the actua 2018 revenue for the purpose of determining whether the 2018 revenue target was met or not; and a further sum of 1.5 miion payabe contingent on the RTLS SmartSpace business unit deivering an agreed revenue target in the year ended 31 December As is customary, the Company has given warranties reating to the RTLS SmartSpace business and a tax covenant reating to pre-competion tax iabiities, in favour of the Purchaser. The Company has aso undertaken to indemnify the Purchaser in respect of certain contingent iabiities, incuding in respect of certain iabiities that may arise as a resut of the separation of the IQGeo business from the RTLS SmartSpace business unit. As the Transaction wi constitute a cean-break of the two business units, the Purchaser and the Company have agreed to transfer to the other any assets received or retained by them that do not reate to the business unit they wi own and continue foowing Competion. As is customary, the Sae Agreement contains restrictive covenants preventing the Company competing against the RTLS SmartSpace business unit or soiciting its customers, and preventing either party from in the future or soiciting the other s directors or senior empoyees, in each case for a period of 24 months from competion. The name and brand Ubisense wi be transferred to the Purchaser. 14

15 The Company and the Purchaser have aso agreed to provide each other with certain transitiona and administration services (such as the use of office space, provision of IT support and accounting and payro support) for a period up to the end of Apri Information on the Purchaser and the Consideration Shares The Purchaser is a whoy owned subsidiary of Abyssinian Topco Limited. Abyssinian Topco Limited is owned and controed by funds managed or advised by Investcorp Technoogy Partners, an affiiate of Investcorp Bank B.S.C. As detaied above, the consideration payabe by the Purchaser incudes the issuance to the Company of the Consideration Shares, being 2 miion of ordinary shares in the capita of Abyssinian Topco Limited. As at the date of this document, the Board s intention is to retain the Consideration Shares foowing Competion. This strategy wi be reviewed on an ongoing basis. 11. Genera Meeting As expained above, the Transaction, if competed, wi be deemed to constitute a fundamenta change of business under Rue 15 of the AIM Rues and is accordingy conditiona on the passing of Resoution 1 at the Genera Meeting by the Sharehoders. You wi find set out in Part 2 of this document a Notice convening the Genera Meeting to be hed at the registered office of the Company at St. Andrew s House, 90 St. Andrew s Road, Chesterton, Cambridge, Cambridgeshire CB4 1DL at 9.30 a.m. on 13 December 2018 for the purpose of considering and, if thought fit, passing: Resoution 1: THAT the Transaction in accordance with the terms of the Sae Agreement be approved. The Transaction is conditiona, inter aia, upon the approva of Sharehoders and wi not proceed without such approva. Resoution 1 is being proposed as an ordinary resoution and wi therefore require more than 50 per cent. of the votes cast, whether in person or by proxy, to be in favour of the resoution. Resoution 2: THAT, conditiona on competion of the Transaction, the registered name of the Company be changed to IQGeo Group pc. Resoution 2 is being proposed as a specia resoution and wi therefore require not ess than 75 per cent. of the votes cast, whether in person or by proxy, to be in favour of the resoution. 12. Voting Intentions The Directors (excuding Peter Harverson, who remains on temporary eave of absence for medica treatment) have irrevocaby undertaken to vote in favour of the Resoutions in respect of the 6,594,358 Ordinary Shares, representing approximatey 9.0 per cent. of the existing ordinary share capita of the Company. In addition, an irrevocabe undertaking to vote in favour of the Resoutions has been obtained from Kestre Partners LLP in respect of the 19,045,493 Ordinary Shares under their discretionary management, representing approximatey 26.1 per cent. of the existing ordinary share capita of the Company. Combined, these irrevocabe undertakings represent 35.1 per cent. of the existing ordinary share capita of the Company. 13. Additiona information Your attention is drawn to the notice of the Genera Meeting as set out in Part 2 of this document. 15

16 14. Action to be taken A Form of Proxy for use at the Genera Meeting is encosed. Whether or not you intend to attend the Genera Meeting, it is important that you compete and sign the encosed Form of Proxy in accordance with the instructions printed thereon and return it to the Registrars at the address set out in the Form of Proxy as soon as possibe and in any event so as to be received by no ater than 9.30 a.m. on 11 December Aternativey, a proxy may be appointed eectronicay by foowing the instructions in Note 5 to the Notice of Genera Meeting. Competion and return of the Form of Proxy or the eectronic appointment of a proxy wi not precude you from attending and voting at the meeting, shoud you wish to do so. If you are a CREST member, you can appoint proxies by using the CREST eectronic proxy appointment service by no ater than 9.30 a.m. on 11 December The competion and return of a Form of Proxy (or the submission of any CREST proxy appointment) wi not prevent Sharehoders who are entited to vote from attending and voting in person at the Genera Meeting if they so wish. Further detais reating to voting by proxy are set out in the notes of the Notice and in the Form of Proxy. 15. Documents Avaiabe Copies of this document wi be avaiabe to the pubic, free of charge, at the Company s registered office during usua business hours on any weekday (Saturdays, Sundays and pubic hoidays excepted) from the date of this document unti the date of the Genera Meeting. This document is aso avaiabe on the Company s website, Except to the extent expressy stated in this document, information on that website, any website mentioned in this document or any website directy or indirecty inked to those websites has not been verified and does not form part of this document and Sharehoders shoud not rey on it. 16. Recommendation The Board considers that the Transaction is in the best interests of the Group and Sharehoders as a whoe. Accordingy, the Board unanimousy (excuding Peter Harverson, who remains on temporary eave of absence for medica treatment) recommends that Sharehoders vote in favour of the Resoutions to be proposed at the Genera Meeting. Yours sincerey Pau Tayor Acting Chairman 16

17 PART 2 NOTICE OF GENERAL MEETING Ubisense Group pc (Incorporated in Engand and Waes with company number ) NOTICE IS HEREBY GIVEN that a genera meeting of Ubisense Group pc (the Company ) wi be hed at the Company s registered office at St. Andrew s House, 90 St. Andrew s Road, Chesterton, Cambridge, Cambridgeshire CB4 1DL on 13 December 2018 at 9.30 a.m. for the purpose of considering and, if thought fit, passing the foowing resoutions, of which Resoution 1 wi be proposed as an ordinary resoution and Resoution 2 wi be proposed as a specia resoution. Ordinary Resoution 1. THAT, for the purposes of Rue 15 AIM Rues for Companies pubished by the Stock Exchange pc, the Transaction (as defined in the circuar to the Company s members dated 21 November 2018 of which the notice convening this meeting forms part (the Circuar )), on the terms and subject to the conditions of the Sae Agreement (as defined in the Circuar), be and is hereby approved and that the board of Directors of the Company (or a duy constituted committee of the board) be and is hereby authorised to take such steps as they in their absoute discretion, consider necessary or desirabe to effect the same and agree such variations and amendments to the Sae Agreement as the Directors (or a duy constituted committee of the board) may in their absoute discretion consider necessary or desirabe provided that such variations or amendments do not represent a materia departure from the terms of the Transaction set out in the Circuar and the Directors (or a duy constituted committee of the board) be and they are hereby authorised to do a things which they, in their absoute discretion, consider to be necessary or desirabe to impement and give effect to or otherwise in connection with the Transaction and any matter incidenta to the Transaction. Specia Resoution 2. THAT, conditiona on the competion of the Transaction, the registered name of the Company be changed to IQGeo Group pc. BY ORDER OF THE BOARD Timothy Ginge Company Secretary Registered office: St. Andrew s House 90 St. Andrew s Road Chesterton Cambridge Cambridgeshire CB4 1DL 21 November

18 Notes: 1. A member entited to attend and vote at the meeting is entited to appoint another person(s) (who need not be a member of the Company) to exercise a or any of his rights to attend, speak and vote at the meeting. A member can appoint more than one proxy in reation to the meeting, provided that each proxy is appointed to exercise the rights attaching to different shares hed by the member. 2. Your proxy coud be the Acting Chairman, another Director of the Company or another person who has agreed to attend to represent you. Your proxy wi vote as you instruct and must attend the meeting for your vote to be counted. Detais of how to appoint the Acting Chairman or another person as your proxy using the proxy form are set out in the notes to the proxy form. Appointing a proxy does not precude you from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment wi automaticay be terminated. 3. An appointment of proxy is provided with this notice and instructions for use are shown on the form. In order to be vaid, a competed appointment of proxy must be returned to the Company by one of the foowing methods: 3.1 in hard copy form by post, by courier or by hand to the Company s Registrars at the address shown on the form of proxy; or 3.2 in the case of CREST members, by utiising the CREST eectronic proxy appointment service in accordance with the procedures set out beow, and in each case must be received by the Company by 9.30 a.m. on 11 December Pease note that any eectronic communication sent to us/our registrars in respect of the appointment of a proxy that is found to contain a computer virus wi not be accepted. 4. To change your proxy instructions you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy proxy form and woud ike to change the instructions using another hard copy proxy form, pease contact Computershare at Computershare, Investor Services PLC, The Paviions, Bridgwater Road, Bristo BS99 6ZY. The deadine for receipt of proxy appointments (see above) aso appies in reation to amended instructions. 5. You can appoint a proxy eectronicay by going to and foowing the onine instructions. For an eectronic proxy appointment to be vaid, your appointment must be ogged on the website using the detais contained in your proxy form no ater than 9.30 a.m. on 11 December CREST 6.1 CREST members who wish to appoint a proxy or proxies by utiising the CREST eectronic proxy appointment service may do so by utiising the procedures described in the CREST Manua, which can be viewed at CREST Persona Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), shoud refer to their CREST sponsor or voting service provider(s), who wi be abe to take the appropriate action on their behaf. 6.2 In order for a proxy appointment made by means of CREST to be vaid, the appropriate CREST message (a CREST Proxy Instruction ) must be propery authenticated in accordance with Eurocear UK & Ireand s specifications and must contain the information required for such instructions, as described in the CREST Manua. The message, regardess of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previousy appointed proxy, must, in order to be vaid, be transmitted so as to be received by the issuer s agent (ID 3RA50) not ater than 48 hours before the time appointed for hoding the meeting. For this purpose, the time of receipt wi be taken to be the time (as determined by the timestamp appied to the message by the CREST Appications Host) from which the issuer s agent is abe to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 6.3 The Company may treat as invaid a CREST Proxy Instruction in the circumstances set out in Reguation 35(5)(a) of the Uncertificated Securities Reguations CREST members and, where appicabe, their CREST sponsors or voting service providers shoud note that Eurocear UK & Ireand does not make avaiabe specia procedures in CREST for any particuar messages. Norma system timings and imitations wi therefore appy in reation to the input of CREST Proxy Instructions. It is the responsibiity of the CREST member concerned to take (or, if the CREST member is a CREST persona member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as sha be necessary to ensure that a message is transmitted by means of the CREST system by any particuar time. In this connection, CREST members and, where appicabe, their CREST sponsors or voting service providers are referred, in particuar, to those sections of the CREST Manua concerning practica imitations of the CREST system and timings. 7. Pursuant to Reguation 41 of the Uncertificated Securities Reguations 2001, ony those sharehoders registered in the Register of Members of the Company at the cose of business on 11 December 2018 (or, if the meeting is adjourned, at the cose of business on the date which is two business days before the time of the adjourned meeting) sha be entited to attend and vote at the meeting or adjourned meeting in respect of the number of shares registered in their respective names at that time. Changes to the Register of Members after that time wi be disregarded in determining the rights of any person to attend or vote at the meeting or adjourned meeting. 8. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behaf a of its powers as a member provided that they do not do so in reation to the same shares. 18