VORDERE PLC. (registered in England and Wales under the Companies Act 2006 with number )

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this Document or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising upon investments in shares and other securities or, if you are not resident in the UK, from another appropriately authorised independent financial adviser in your own jurisdiction. This Document comprises a prospectus relating to Vordere plc, prepared in accordance with the Prospectus Rules of the Financial Conduct Authority made under section 73A of FSMA and approved by the FCA under section 87A of FSMA. This Document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. Applications will be made to the FCA for the Consideration Shares, the Offer Ordinary Shares and the Existing Ordinary Shares to be admitted to the Official List of the United Kingdom Listing Authority by way of a standard listing under Chapter 14 of the Listing Rules and to the London Stock Exchange Plc for such Ordinary Shares to be admitted to trading on the London Stock Exchange s main market for listed securities. It is expected that the admission of the Existing Ordinary Shares will become effective, and that dealings in those Ordinary Shares will commence at 8.00 a.m. on 15 June 2017, and in respect of the Offer Ordinary Shares within five Business Days of allotment, and with regard to the Consideration Shares within five Business Days of each Handover Date. There is no minimum subscription under the Offer and the Offer is not underwritten. Accordingly, Ordinary Shares validly applied for under the Offer will be issued within five Business Days of receipt thereof and admission of and dealing in such shares is expected to be within five Business Days of allotment. The Company and each of the Directors, whose names appear on page 43 of this Document, accept responsibility for the information contained in this Document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and does not omit anything likely to affect the import of such information. VORDERE PLC (registered in England and Wales under the Companies Act 2006 with number ) Issue of up to 117,647,059 Consideration Shares and a further offer of up to 52,941,176 Offer Ordinary Shares* and admission of the Consideration Shares, Offer Ordinary Shares and Existing Ordinary Shares to listing on the standard segment of the Official List and to trading on the main market of the London Stock Exchange * If the Offer is oversubscribed, the maximum subscription may be increased at the discretion of the Board in accordance with the Over-Allotment Facility THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ BY PROSPECTIVE INVESTORS AND BY SHAREHOLDERS, TOGETHER WITH THE INFORMATION INCORPORATED BY REFERENCE. YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH ANY

2 INVESTMENT IN THE ORDINARY SHARES, AS SET OUT IN THE SECTION ENTITLED RISK FACTORS ON PAGES 17 TO 31 OF THIS DOCUMENT. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT AN INVESTMENT IN THE COMPANY INVOLVES A SIGNIFICANT DEGREE OF RISK AND THAT, IF CERTAIN OF THE RISKS DESCRIBED IN THIS DOCUMENT OCCUR, INVESTORS MAY FIND THEIR INVESTMENT IS MATERIALLY ADVERSELY AFFECTED. ACCORDINGLY, AN INVESTMENT IN THE ORDINARY SHARES IS ONLY SUITABLE FOR INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS AND WHO ARE ABLE TO BEAR THE LOSS OF THE WHOLE OR PART OF THEIR INVESTMENT. This Document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or subscribe for, Ordinary Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act), or the securities laws of any state or other jurisdiction of the United States or under applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly, within, into or in the United States, Australia, Canada or Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction. APPLICATION WILL BE MADE FOR THE CONSIDERATION SHARES, THE OFFER ORDINARY SHARES AND THE EXISTING ORDINARY SHARES TO BE ADMITTED TO A STANDARD LISTING ON THE OFFICIAL LIST. A STANDARD LISTING WILL AFFORD INVESTORS IN THE COMPANY A LOWER LEVEL OF REGULATORY PROTECTION THAN THAT AFFORDED TO INVESTORS IN COMPANIES WITH A PREMIUM LISTING ON THE OFFICIAL LIST, WHICH ARE SUBJECT TO ADDITIONAL OBLIGATIONS UNDER THE LISTING RULES. IT SHOULD BE NOTED THAT THE UK LISTING AUTHORITY WILL NOT HAVE THE AUTHORITY TO (AND WILL NOT) MONITOR THE COMPANY S COMPLIANCE WITH ANY OF THE LISTING RULES AND/OR ANY PROVISION OF THE UK CORPORATE GOVERNANCE CODE WHICH THE COMPANY HAS INDICATED THAT IT INTENDS TO COMPLY WITH ON A VOLUNTARY BASIS, IN SO FAR AS IT IS APPROPRIATE, NOR TO IMPOSE SANCTIONS IN RESPECT OF ANY FAILURE BY THE COMPANY TO SO COMPLY.

3 CONTENTS SUMMARY... 1 RISK FACTORS CONSEQUENCES OF A STANDARD LISTING IMPORTANT INFORMATION, ETC EXPECTED TIMETABLE OF THE OFFER, ISSUE OF CONSIDERATION SHARES AND ADMISSION SHARE CAPITAL STATISTICS DIRECTORS AND ADVISERS PART I: INDUSTRY OVERVIEW PART II: INFORMATION ON THE COMPANY AND THE BUSINESS PART III: THE OFFER PART IV: OPERATING AND FINANCIAL REVIEW PART V: HISTORICAL FINANCIAL INFORMATION ON THE COMPANY PART VI: UNAUDITED PRO FORMA FINANCIAL INFORMATION PART VII: INDEPENDENT VALUATION REPORT ON THE PROPERTIES PART VIII: UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 31 DECEMBER PART IX: TAXATION PART X: ADDITIONAL INFORMATION PART XI: INFORMATION INCORPORATED BY REFERENCE PART XII: DEFINITIONS PART XIII: TERMS AND CONDITIONS OF THE OFFER AND APPLICATION FORM

4 SUMMARY Summaries are made up of disclosure requirements known as Elements. These elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of security and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of not applicable. Section A - Introduction and warnings Element Disclosure requirement A.1 Introduction and warnings Disclosure THIS SUMMARY SHOULD BE READ AS AN INTRODUCTION TO THE PROSPECTUS. ANY DECISION TO INVEST IN THE SECURITIES SHOULD BE BASED ON CONSIDERATION OF THE PROSPECTUS AS A WHOLE BY THE INVESTOR. Where a claim relating to the information contained in the prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated. Civil liability attaches to those persons who have tabled the summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Subsequent resale of securities or final placement of securities through financial intermediaries Not applicable; there are no financial intermediaries. Section B - Issuer Element Disclosure requirement B.1 Legal and commercial name Disclosure The legal and commercial name of the Company is Vordere plc. 1

5 B.2 Domicile, legal form, legislation and country of incorporation The Company was incorporated under the laws of England and Wales under CA 2006 on 28 December 2011 as a private limited company and reregistered as a public limited company on 13 March The Company s registered number is and its registered office is at 3rd Floor, St. James's Square, London, United Kingdom, SW1Y 4LB. The Company is domiciled in the United Kingdom. B.3 Current operations /principal activities and markets The Company has been inactive since incorporation, other than exploring target assets for acquisition and raising capital pursuant to the Subscription Agreements. The Company intends to establish itself over the medium term as a property investment and development company primarily focused on the German residential market. The Company has established four limited partnerships registered in Germany to acquire the Properties (conditional, inter alia, in each case upon Admission of the Consideration Shares). The Properties have an aggregate market value of 19,190,000 as set out in the Valuation Report. They will be purchased in exchange for Ordinary Shares, which will be issued at a price of 17 pence per Ordinary Share, but the precise number of Ordinary Shares will depend on the exchange rate between the Euro and Sterling prevailing on the day prior to the relevant Handover Date. However, the aggregate purchase price will be the Sterling equivalent of 19,190,000 on completion of the Acquisition. The Directors believe that the value of the Properties can be enhanced by obtaining or improving planning permission to: (i) allow for structural alterations of or additions to certain buildings; (ii) vary the number of units of accommodation; (iii) change the use of part or all of the relevant Property; (iv) demolish part or all of certain buildings; and/or (v) rebuild. The Board believes opportunities exist for the Company to acquire further properties, whether for cash or in exchange for Ordinary Shares. In the short to medium term, the Company will focus on properties (including greenfield or brownfield sites) that are suitable for residential development. While the Company intends to mainly invest in or acquire properties in Germany, it will also, if appropriate opportunities are identified, make investments in or acquire residential, commercial and industrial real estate or infrastructure projects in other OECD Member Countries, where the Board considers such investments or acquisitions will enhance the value of the Company. Where the Board considers it appropriate to do so, the Company may participate in joint ventures or acquire minority interests where such an approach enables the Company to gain access to assets, properties or projects which the Company would not otherwise be able to acquire on a wholly-owned basis. B.4a Significant recent trends of the issuer and its industry The Company s business is dependent upon the overall condition of the German residential property market. Consequently, the Company is impacted by macroeconomic conditions in Germany which are in turn influenced by the macroeconomic conditions in Europe and the global economy. The Directors believe that there is, and has been for a number of years, a structural imbalance between the demand for and supply of housing in Germany. The population in Germany has increased by approximately 1,847,800 over the last four years (from a recorded 80,327,900 people in 2011 to 82,175,700 as of the end of 2015). (Source: Destatis Statistisches Bundesamt: Population based on 2011 Census). During the same period the number of residential properties increased by around 816,000 (from a 2

6 recorded 40,630,300 at the end of 2011, to 41,446,300 at the end of 2015) (Source: Destatis Statistisches Bundesamt, Dwelling stock in Germany). The Directors believe that the prevailing conditions in the German residential property market present a significant opportunity for the Group. Following completion of the acquisition of the Properties, the Company expects to obtain or improve planning permission on the Properties with a view to further development or disposal, subject to market conditions and the financial condition of the Company. The Company will also actively seek to acquire additional properties, in order to create a property investment and development business of scale capable of delivering sustainable profits over the long term. B.5 Group structure The Company has established the following limited partnerships, each of which is ultimately wholly owned by the Company, to purchase the Properties: the Berchtesgaden SPV established in Germany on 27 October 2016, which shall acquire the Berchtesgaden Property; the Haag SPV established in Germany on 27 October 2016, which shall acquire the Haag Property; the Bamberg SPV established in Germany on 27 October 2016, which shall acquire the Bamberg Property; and the Hanau SPV established in Germany on 27 October 2016, which shall acquire the Hanau Property. In addition, the Company has established the following companies each of which is wholly owned by the Company: St James Square Management GmbH established in Germany on 6 January 2017 as the general partner of each of the Berchtesgaden SPV the Bamberg SPV, the Haag SPV and the Hanau SPV; and Vordere Capital S.a.r.l established in Luxembourg on 7 March 2017 as the sole limited partner of each of the Berchtesgaden SPV, the Bamberg SPV, the Haag SPV and the Hanau SPV. B.6 Notifiable interests, different voting rights and controlling interests No Director has any interest in the issued share capital of the Company or any other company within the Group. As at the date of this Document there were no outstanding loans granted (or any guarantee provided) to (or for the benefit of) any Director, nor by any Director to, the Company or any other company within the Group. Except for the interests of those persons set out in this paragraph, the Directors are not aware of any interests, direct or indirect, which as at the date of this Document, or immediately following the issue of the Consideration Shares, or the issue of the Offer Ordinary Shares (assuming full subscription and ignoring the Over-Allotment Facility) would amount to 3% or more of the Company s issued share capital at the relevant time. 3

7 Ordinary Shares (and percentage) as at the date of this Document Ordinary Shares (and percentage) on completion of the issue of the Offer Ordinary Shares* Ordinary Shares (and percentage) upon completion of the issue of the Consideration Shares* Ordinary Shares (and percentage) upon completion of the issue of Consideration Shares and the Offer Ordinary Shares* Huntress (CI) Nominees Limited 16,089,784 (52.23%) 16,089,784 (19.21%) 16,089,784 (10.84%) 16,089,784 (7.99%) State Street Nominees Limited 4,622,217 (15.00%) 4,622,217 (5.52%) 4,622,217 (3.11%) 4,622,217 (2.30%) Winterflood Securities Limited 1,047,928 (3.40%) 1,047,928 (1.25%) 1,047,928 (0.71%) 1,047,928 (0.52%)% Fitel Nominees Limited 1,120,277 (3.64%) 1,120,277 (1.34%) 1,120,277 (0.75%) 1,120,277 (0.56%) Dolphin Capital 126 Projekt GmbH & Co. KG** N/A N/A 13,678,464 (9.21%) 13,678,464 (6.79%) Dolphin Capital 214 Projekt GmbH & Co. KG** N/A N/A 60,725,020 (40.90%)*** 60,725,020 (30.15%)*** Dolphin Capital 192 Projekt GmbH & Co. KG** N/A N/A 18,094,829 (12.19%) 18,094,829 (8.98%) Dolphin Capital 112 Projekt GmbH & Co. KG** N/A N/A 25,148,746 (16.94%) 25,148,746 (12.49%) * On the basis of the present assumption that none of the existing Shareholders will participate in the Offer, the Consideration Shares are issued in full and are issued to the vendor of the relevant Property and the Offer is fully subscribed ignoring the Over-Allotment Facility. ** Under the relevant Property Purchase Agreement each vendor has the option to nominate a third party to acquire some or all of the Consideration Shares in place of the vendor. *** Dolphin Capital 214 Projekt GmbH & Co. KG intends to nominate a third party or parties to acquire some or all of the Consideration Shares to be issued under the relevant Property Purchase Agreement, thereby ensuring 4

8 that no such new shareholder(s) would exceed the threshold which would require it to make a mandatory offer under rule 9 of the City Code on Takeovers and Mergers (the Takeover Code). No major holder of Ordinary Shares has voting rights different from other holders of Ordinary Shares. No-one, directly or indirectly, acting jointly or individually, exercises or could exercise, control over the Company. B.7 Historical key financial information of the issuer The table below sets out the summary financial information of the Company for the years ended 31 March 2014, 31 March 2015 and 31 March 2016 and the unaudited summary interim financial information of the Company for the six months ended 30 September 2015 and 30 September Whilst the Company has not yet commenced business, it has prepared annual financial reports and published these to the markets as required by the Listing Rules, and the information has been prepared in accordance with International Financial Reporting Standards as adopted in the European Union. Statement of financial position For the financial year ended Six months ended 31 March March March September September 2016 CURRENT ASSETS 1,162,011 1,251,614 1,318,730 1,184,359 1,102,856 LIABILITIES (11,500) (33,527) (23,250) (650) (600) NET ASSETS 1,150,511 1,218,087 1,295,480 1,183,709 1,102,256 EQUITY 1,150,511 1,218,087 1,295,480 1,183,709 1,102,256 Statement of profit or loss and other comprehensive income For the financial year ended Six months ended 31 March March March September September 2016 Loss for the period (67,576) (77,393) (126,645) (34,378) (48,225) 5

9 Cash flow statement For the financial year ended Six months ended 31 March March March September September 2016 Net cash used in operating activities Cash flows from investing activities Cash and cash equivalents (90,464) (68,034) (109,916) (67,700) (59,564) ,162,011 1,251,614 1,318,730 1,184,359 1,102,856 On 3 October 2016, the Company received cash subscriptions for 16,517,778 Ordinary Shares pursuant to the Subscription Agreements raising gross proceeds of 2,477, and net proceeds of 2,417,600. Save for such subscriptions, there was no significant change in the financial condition or operating results of the Company during the period covered in the financial statements set out above and there has been no such change since 30 September B.8 Key pro forma financial information The pro forma financial information is presented as at 31 December 2016 which is the most recent date for which financial information is published in Part VIII of this Document. The unaudited pro forma statement of net assets of the Company has been prepared for the purpose of illustrating the effect of the subscription for 9,000,000 of Offer Ordinary Shares, the net proceeds of the Offer, the acquisition of Properties on the Company s net assets as if those transactions had taken place on 31 December The unaudited pro forma statement of net assets of the Company has been prepared for illustrative purposes only. Due to its nature, the statement may not represent the Company s actual financial position or results. The unaudited pro forma statement of net assets has been compiled on the basis set out in the notes below, for illustrative purposes only, to provide information about how these transactions might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the financial information for the period ended 31 December 2016, and in accordance with the requirements of paragraph 20.2 of Annex I of the Prospectus Directive Regulation. 6

10 Property acquisitions Historical net assets at 31 Dec 2016 Net proceeds from the Offer Bamberg Berchtesgaden Haag Hanau Pro forma consolidated net assets at 31 Dec Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 7 Non-current assets Property - - 2,871 3,970 2,189 9,678 18,708 Current assets Cash 3,252 8,935 (198) (246) (168) (706) 10,869 NET ASSETS 3,252 8,935 2,673 3,724 2,021 8,972 29,577 The unaudited pro forma financial information is prepared on the basis set out in the notes below: 1. The net assets of the Company have been extracted from interim financial information set out in Part VIII of this Document. As at 31 December 2016, the net assets of the Company amounted to 3,252,000 representing the issued share capital of the Company, comprised of Ordinary Shares with an aggregate nominal value of 616,000 (having a nominal value of 0.02 per share), share premium account of 3,377,000 less retained losses of 741,000. On 3 October 2016, the Company received cash subscriptions for 16,517,778 Ordinary Shares pursuant to the Subscription Agreements raising gross proceeds of 2,477, and net proceeds of 2,417, This adjustment represents the receipt of the net proceeds of the Offer (excluding the Over-Allotment Facility) of 8,935,000. This represents gross proceeds of the Offer Ordinary Shares of 9,000,000 less estimated transaction costs of 65,000 in respect of the Offer. The listing fees have been calculated on the basis that all Offer Ordinary Shares (including under the Over-Allotment Facility) and the Consideration Share are issued. 3. This adjustment reflects the acquisition of the Bamberg Property with a 7

11 market value of 2,950,000 ( 2,513,000), as detailed in the Valuation Report set out in Part VII of this Document, satisfied by the issue of Consideration Shares, plus net costs of the acquisition including taxes of 228,000 ( 198,000) due on purchase by Vordere Bamberg I GmbH & Co KG, Germany, a wholly owned subsidiary of the Company. The Bamberg Property is to be purchased at a price of 2,950,000, with such consideration to be satisfied by the issue of Consideration Shares at a price of 17 pence per share pursuant to the Bamberg Purchase Agreement. Additional costs related to the acquisition are 184,000 ( 160,000) and will be satisfied by the issue of Ordinary Shares at a price of 17 pence per share. An exchange rate of to 1.00 has been adopted for the purposes of this pro forma. 4. This adjustment reflects the acquisition of the Berchtesgaden Property with a market value of 4,110,000 ( 3,501,000), as detailed in the Valuation Report set out in Part VII of this Document, satisfied by the issue of Consideration Shares, plus net costs of the acquisition including taxes of 283,000 ( 246,000) due on purchase by Vordere Berchtesgaden I GmbH & Co KG, Germany, a wholly owned subsidiary of the Company. The Berchtesgaden Property is to be purchased at a price of 4,110,000, with such consideration to be satisfied by the issue of Consideration Shares at a price of 17 pence per share pursuant to the Berchtesgaden Purchase Agreement. Additional costs related to the acquisition are 256,000 ( 223,000) and will be satisfied by the issue of Ordinary Shares at a price of 17 pence per share. An exchange rate of to 1.00 has been adopted for the purposes of this pro forma. 5. This adjustment reflects the acquisition of the Haag Property with a market value of 2,230,000 ( 1,899,000), as detailed in the Valuation Report set out in Part VII of this Document, satisfied by the issue of Consideration Shares, plus net costs of the acquisition including taxes of 193,000 ( 168,000) due on purchase by Vordere Haag I GmbH & Co KG, Germany, a wholly owned subsidiary of the Company. The Haag Property is to be purchased at a price of 2,230,000, with such consideration to be satisfied by the issue of Consideration Shares at a price of 17 pence per share pursuant to the Haag Purchase Agreement. Additional costs related to the acquisition are 140,000 ( 122,000) and will be satisfied by the issue of Ordinary Shares at a price of 17 pence per share. An exchange rate of to 1.00 has been adopted for the purposes of this pro forma. 6. This adjustment reflects the acquisition of the Hanau Property with a market value of 9,900,000 ( 8,434,000) as detailed in the Valuation Report set out in Part VII of this Document, satisfied by the issue of Consideration Shares, plus net costs of the acquisition including taxes of 812,000 ( 706,000) due on purchase by Vordere Hanau I GmbH & Co KG, Germany, a wholly owned subsidiary of the Company. The Hanau Property is to be purchased at a price of 9,900,000, with such consideration to be satisfied by the issue of Consideration Shares at a price of 17 pence per share pursuant to the Hanau Purchase Agreement. Additional costs related to the acquisition are 618,000 ( 538,000) and will be satisfied by the issue of Ordinary Shares at a price of 17 pence per share. An exchange rate of to 1.00 has 8

12 been adopted for the purposes of this pro forma. 7. No account has been taken of trading since 31 December 2016, nor of any events save as disclosed above. B.9 Profit forecasts/ estimates Not applicable; this Document does not contain profit forecasts or estimates. B.10 Qualifications in the audit report Not applicable; there are no qualifications on such audit information included in this Document. B.11 Working capital The Group's working capital is sufficient for its present requirements, that is, for at least the 12 months from the date of this Document. Section C - Securities Element Disclosure requirement C.1 Description of type and class of securities being offered C.2 Currency of securities Disclosure The securities being issued are ordinary shares in the capital of the Company of 0.02 each with ISIN number GB00B6QZLQ32 and SEDOL number B6QZLQ3. Sterling. C.3 Shares issued/ value per share The Company has 30,805,783 Ordinary Shares in issue and fully paid as at the date of this Document, and proposes to issue up to a further 52,941,176 Ordinary Shares in connection with the Offer (plus an Over Allotment Facility of up to a further 52,941,176 Ordinary Shares), together with the Consideration Shares. The Consideration Shares are being issued to the vendors of the Properties at a price of 17 pence per share in satisfaction of the purchase price payable on each Property (being 19,190,000 in aggregate); with the number of Consideration Shares being calculated by reference to the prevailing exchange rate on the day prior to the Handover Date. The Company has the authority to allot up to 117,647,059 Consideration Shares pursuant to the Resolutions. There are no shares in issue that are not fully paid. C.4 Rights attaching to the securities Each Ordinary Share ranks pari passu for voting rights, dividends and return of capital on winding up. The Ordinary Shares are not redeemable. Every Shareholder present in person, by proxy or by a duly authorised corporate representative at a general meeting of the Company shall have one vote on a show of hands and, on a poll, every Shareholder present in person, by proxy or by a duly authorised corporate representative shall have one vote for every Ordinary Share of which he is the holder. The Company must hold an annual general meeting each year in addition to any other general meetings held in the year. 9

13 The Directors of the Company can call a general meeting at any time. All members who are entitled to receive notice under the Articles must be given notice. Subject to CA 2006, the Company may, by ordinary resolution, declare dividends to be paid to members of the Company according to their rights and interests in the profits of the Company available for distribution, but no dividend shall be declared in excess of the amount recommended by the Board. On a voluntary winding-up of the Company, the liquidator may, with the sanction of a special resolution of the Company and subject to CA 2006 and the Insolvency Act 1986 (as amended), divide amongst the Shareholders in specie the whole or any part of the assets of the Company, or vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as the liquidator, with the like sanction, shall determine. The pre-emption rights contained in the Articles have been disapplied (at the annual general meeting held on 26 September 2016 and at the general meeting held on 24 April 2017) in respect of the following allotments of equity securities: At the annual general meeting held on 26 September 2016, pre-emption rights were disapplied in respect of the allotment of Ordinary Shares up to a nominal value of 2,000,000 (equivalent to 100,000,000 Ordinary Shares with a nominal value of 0.02 each). This authority expires on the earlier of 10 December 2017 or the date of the Company's next annual general meeting; and At the general meeting held on 24 April 2017, pre-emption rights were disapplied in respect of the (i) allotment of Ordinary Shares up to an aggregate nominal value of 2,117, (equivalent to 105,882,355 Ordinary Shares with a nominal value of 0.02 each); (ii) Ordinary Shares for cash up to an aggregate nominal value representing 10% of the Company's issued share capital from time to time; and (iii) the allotment of up to 117,648,059 Ordinary Shares in connection with the Acquisition. These authorities will expire on the later of the date of the Company's next annual general meeting or 24 April Otherwise, Shareholders will have pre-emption rights which will generally apply in respect of future share issues for cash. No pre-emption rights exist in respect of future share issues wholly or partly other than for cash. C.5 Restrictions on free transferability of the securities Not applicable; there are no restrictions in place which would prevent dealings in the Ordinary Shares from taking place in an open and proper basis. C.6 Admission to trading / regulated markets where the securities are traded Application has been made for the Existing Ordinary Shares, the Offer Ordinary Shares and the Consideration Shares to be admitted to the standard segment of the Official List and to trading on the London Stock Exchange s main market for listed securities. It is expected that admission will become effective and that unconditional dealings will commence on the London Stock Exchange at 8.00 a.m. on 15 June 2017 in the case of the 10

14 Existing Ordinary Shares, within five Business Days of each Handover Date in the case of the Consideration Shares and within five Business Days of allotment in respect of the Offer Ordinary Shares. C.7 Dividend policy The Company does not intend to pay dividends in the near future as any earnings during such time are expected to be retained for use in business operations. The declaration and payment by the Company of any dividends and the amount thereof will be in accordance with, and to the extent permitted by, all applicable laws and will depend on the results of the Company s operations, its financial position, cash requirements, prospects, profits available for distribution and other factors deemed to be relevant at the time. Section D Risks Element Disclosure requirement Disclosure D.1 and D.2 Key risks specific to the Company and its industry Prior to investing in the Ordinary Shares, prospective investors should consider the risks associated therewith. The risks associated with the Group include the following: The Group has no operating history or revenues, meaning that there is no basis on which to evaluate its performance. Due diligence in respect of any acquisition may not reveal all of the risks or liabilities. There may be legal, regulatory or practical restrictions on the Company using Ordinary Shares as consideration for an acquisition or which may mean that the Company is required to provide alternative forms of consideration. The use of new Ordinary Shares as consideration for an acquisition would dilute existing Shareholders. The Acquisition may not complete. The development of the Properties may be delayed or prove more costly to develop than anticipated or the Group may be unable to obtain any funding required in connection with the developments. The developed units of the Properties may not sell at anticipated prices or at all. Housing market conditions and the macroeconomic climate may deteriorate. If they do deteriorate, the Group could experience lower sales volumes and/or decreases in sales prices which could have a material adverse impact on the Group s business, financial condition, results of operations and prospects, and could result in a decline in the value of the Group s portfolio. The future success of the Group is, to a large extent, dependent upon the 11

15 specialist experience, industry knowledge and skills of its Board and management team. The unexpected departure or loss of either members of the Board or members of the management team could have an adverse impact on the financial condition and results of operations of the Group, and there can be no assurance that the Group will be able to attract or retain suitable replacements for those members of the Board or members of the management team who depart. As at the date of this Document, the Company has only one Executive Director. Were he unable to fully perform his duties for whatever reason, this could have a material adverse effect on the Company as it may take time to source a suitable replacement. Any inability to purchase development properties suitable for the Group s purposes and at the right time and suitable prices may have a material adverse impact on the Group s future performance. An inability to identify suitable properties, obstacles within the purchasing process, the failure to manage property purchases so that they meet the demands of the business or increases in the costs of such purchases could have a material adverse impact on the Group s business, financial condition, results of operations and prospects. The net realisable value of the Group s property portfolio and work in progress may be lower than anticipated and may decline after purchase. Factors such as changes in regulatory requirements and applicable laws, political conditions, the condition of financial markets, the financial condition of customers, the availability of mortgage credit, potentially adverse tax consequences, and interest and inflation rate fluctuations all mean that valuations are subject to uncertainty and could have a material adverse impact on the Group s business, financial condition, results of operations and prospects. Inability to secure viable planning consent on a timely basis and/or enhanced planning consent as contemplated by the Board may adversely affect the Group s business. Environmental laws, regulations and standards may expose the Group to the risk of substantial costs and liabilities. Significant unanticipated costs might arise in relation to the Group s business. Cost estimates are made in advance of commencing a development and are dependent upon assumptions, estimates and judgments which may ultimately prove to be inaccurate. The Group may be exposed to risks associated with borrowing. To the extent the Group incurs a substantial level of indebtedness, this could reduce the Group s financial and operating flexibility due to the need to service its debt obligations and to amortise its loans. The Company expects to acquire properties in Germany for Euros and potentially undertake borrowings in Euros, whereas the base currency of the Company is Sterling. The Company s financial information will be reported in Sterling and dividends (if any) will be declared and paid in Sterling. The movement of exchange rates between Sterling and any 12

16 other currencies in which the Company s assets are held or borrowings drawn down which may be caused by, inter alia, changes in interest rates may have a separate effect, unfavourable as well as favourable, on the return otherwise experienced on the investments made by the Company. The risks relating to the industry of the Group include the following: Property development is subject to the risk of construction defects, which may give rise to contractual or other liabilities and reputational damage. The Group s business depends on the continued viability of subcontractors and availability of design team professionals. Shortages or increased costs of materials and skilled labour could increase costs and delay completion of units, which may have an adverse impact on customer relationships and the Group s margins may reduce, which could accordingly have a material adverse impact on the Group s operating results, business prospects and financial condition. D.3 Key risks specific to the securities The risks relating to the Ordinary Shares include the following: A Standard Listing affords Shareholders a lower level of regulatory protection than a Premium Listing. The Company may not transfer to a Premium Listing in the future. Any further issues of Ordinary Shares, including pursuant to the issue of the Consideration Shares and the Offer Ordinary Shares, will dilute existing Shareholders. If the Offer (ignoring the Over-Allotment Facility) is taken up in full, existing Shareholders will experience dilution of up to 63.22% (pre-issue of the Consideration Shares) and up to 84.70% (post-issue of the Consideration Shares). Returns on investment may not be realised within investors perceived reasonable timescales, due to the potential illiquidity of the Ordinary Shares. Dividend payments on the Ordinary Shares are not guaranteed, and none are intended in the near future. The price of the Ordinary Shares may fluctuate significantly and investors could lose all or part of their investment. The share price of listed companies can be highly volatile. The market price for the Ordinary Shares could fluctuate significantly in response to many factors, including those unrelated to the trading performance of the Group, legislative changes and general economic, political or regulatory conditions. An investment in Ordinary Shares by an investor whose principal currency is not Sterling may be affected by exchange rate fluctuations. 13

17 Any depreciation in the value of Sterling in relation to such foreign currency will reduce the value of the investment in the Ordinary Shares or any dividends in relation to such foreign currency. Section E Offer Element Disclosure requirement E.1 Net proceeds and expenses of the issue of the Consideration Shares and the Offer Disclosure The Company proposes to raise up to 9,000,000 through the Offer. The estimated net proceeds of the issue of Offer Ordinary Shares, assuming the Offer is fully subscribed (but ignoring the Over-Allotment Facility), are approximately 8,935,000, net of cash costs of approximately 65,000. The total net costs of the issue of the Consideration Shares payable by the Company are estimated to be approximately 1,320,000 (inclusive of VAT). E.2 Reasons for the issue of the Consideration Shares and Offer and use of proceeds The Acquisition is being undertaken in accordance with the Company's stated strategy and the issue of the Consideration Shares are being made pursuant thereto. The Company considers that raising additional funds pursuant to the Offer will help to ensure that the Company continues to be able to pursue its business objective of identifying and completing suitable acquisitions. The additional funds will also enable the Company to cover ongoing running, administration and compliance costs and to broaden the range, size and quality of potential targets for acquisition available to the Company. The Directors intend to use the net proceeds of the Offer to fund (in whole or in part) any development (including building works) in respect of the Properties, fund the acquisition and development of additional properties and assets and for other general corporate purposes. The Company's existing cash resources as at the date of this Document of approximately 2,860,000 will be used to fund the costs and expenses payable in connection with the Acquisition (including stamp duty payable) of approximately 1,320,000, the Offer of approximately 65,000, the ongoing running, administration and compliance costs of the Company; and the obtaining and/or improving of the planning permission in respect of the Properties. As such, the Company is not dependent on the proceeds of the Offer for such purposes. E.3 Terms and conditions of the issue of the Consideration Shares and Offer The Consideration Shares are being issued pursuant to and on the terms of the Purchase Agreements entered into between the Acquisition Vehicles and certain parties in connection with the Acquisition. The Purchase Agreements provide for the Properties to be acquired by the following wholly owned subsidiaries of the Company formed for these purposes. the Berchtesgaden SPV, which will acquire the Berchtesgaden Property; the Haag SPV, which will acquire the Haag Property; 14

18 the Bamberg SPV, which will acquire the Bamberg Property; and the Hanau SPV, which will acquire the Hanau Property. Completion of the Purchase Agreements is conditional, inter alia, upon the issue of the Consideration Shares. Admission of the Consideration Shares is expected to take place within five Business Days of each Handover Date. The Offer will be open for eleven months and two weeks following the date of this Document, unless the Directors, at their discretion, determine to close it at an earlier date. It is expected that Admission will become effective and that unconditional dealings will commence on the London Stock Exchange within five Business Days of allotment in respect of the Offer Ordinary Shares. The rights attaching to the Ordinary Shares issued as Consideration Shares and pursuant to the Offer will be uniform in all respects and all of the Ordinary Shares (issued and to be issued) will form a single class for all purposes. Each investor undertakes to pay the Issue Price for the Offer Ordinary Shares. The Offer is not underwritten. There is no minimum subscription under the Offer. The Offer is not conditional upon completion of the Acquisition. Completion of each Purchase Agreement is not conditional on completion of the other Purchase Agreements. E.4 Material interests GFG entered into a warrant deed with the Company on 3 October 2016 entitling GFG to subscribe for 5% of the Company's enlarged share capital at a price of 15p per Ordinary Share. The warrant granted to GFG may be exercised in whole or in part at any time and from time to time in the fiveyear period from 3 October The Company and GFG entered into a corporate advisory agreement with the Company on 2June 2017 (in place of the corporate advisory agreement dated 30 September 2016) pursuant to which GFG provides advisory services to the Company in connection with potential offers or private placements, credit facilities and acquisitions and disposals. The agreement is effective for a period of three years from 2 June 2017 but it may be terminated by either party on 90 days prior written notice provided that the Company continues to pay the monthly fee payable pursuant to the terms of the agreement until the end of the term. Nicholas Hofgren (a director of the Company) is a director of GFG and GFG Property Fund Limited. Save as set out above, no Director has any interest in the Existing Ordinary Shares, nor is expected to have any interest in the Enlarged Issued Share Capital or have any conflict of interest between his duties to the Company 15

19 and any private interests or other duties. E.5 Name of the Offeror, Selling Shareholders and lock-up agreements (if any) Not applicable; no offeror is selling Ordinary Shares. E.6 Dilution The issue of the Consideration Shares (assuming all available Consideration Shares are issued) will result in the Existing Ordinary Shares being diluted so as to constitute up to 20.75% of the issued share capital of the Company. Existing Shareholders will, therefore, experience dilution of up to 79.25%. The issue of the Offer Ordinary Shares pursuant to the Offer, assuming the Offer is fully subscribed (but ignoring the Over-Allotment Facility), will result in the Existing Ordinary Shares being diluted so as to constitute 36.78% of the Enlarged Issued Share Capital, following the issue of the Consideration Shares. Existing Shareholders will, therefore, experience dilution of 63.22%. E.7 Estimated expenses charged to investor Not applicable; no expenses will be charged to the investors by the Company. 16

20 RISK FACTORS The investment detailed in this Document may not be suitable for all its recipients and involves a higher than normal degree of risk. Before making an investment decision, prospective investors are advised to consult an investment adviser authorised under the FSMA who specialises in investments of the kind described in this Document. Prospective investors should consider carefully whether an investment in the Company is suitable for them in the light of their personal circumstances and the financial resources available to them. Before deciding whether to invest in Ordinary Shares, prospective investors should carefully consider the risks described below together with all other information contained in this Document. The risks referred to below are those risks the Company and the Directors consider to be the material risks relating to the Company. The risk factors described below may not be exhaustive. Additional risks and uncertainties relating to the Company that are not currently known to the Directors, or that are currently deemed immaterial, may also have an adverse effect on the Company s business. If this occurs the price of the Ordinary Shares may decline and investors could lose all or part of their investment. Prospective investors should note that the risks relating to the Company, its industry and the Ordinary Shares summarised in the section of this Document headed Summary are the risks that the Company believes to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares. However, as the risks which the Company faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this Document headed Summary but also, among other things, the risks and uncertainties described below. RISKS RELATING TO THE COMPANY AND ITS BUSINESS STRATEGY, INCLUDING ANY ACQUISITION The Company has no operating history and no historical revenues, and there is no basis on which to evaluate the Company s ability to carry out its business objective of acquiring a suitable company or project The Company has, to date, no operating history except for compliance and administrative matters as required as a fully listed public limited company. The Company has no revenues or results of operations, meaning that there is no basis on which to evaluate the Company s performance or its ability to achieve its business objective of acquiring and operating a suitable company, business or project in one of the Company s target sectors. The Company will only commence trading operations following the completion of the Acquisition (or such other acquisition). It will not generate any revenues from operations until such time and there can be no guarantee that there will be any such revenues, and there can be no guarantee that the Acquisition (or any other acquisition) will be completed (see below). The due diligence carried out in respect of any acquisition (including the Acquisition) may not reveal all relevant facts or uncover significant liabilities The Company intends to conduct appropriate, practicable and focused due diligence in respect of any acquisition (including the Acquisition), with the objective of identifying any material issues that 17

21 may affect the decision to proceed with an acquisition (including the Acquisition). During the due diligence process, the Company will be forced to rely on the information that is available to it, including publicly available information. Information may not be available from or on behalf of the relevant target company or project (where the target does not consider the transaction to be in the best interests of Shareholders). Any information that is provided or obtained from available sources may not be accurate at the time of delivery and/or remain accurate during the due diligence process and in the run-up to any acquisition (including the Acquisition). More broadly, there can be no assurance that the due diligence undertaken will reveal all relevant facts or uncover all significant liabilities or that the due diligence will result in a successful acquisition. If the due diligence investigation fails to identify key information in respect of the target of the acquisition, the Company may be forced to write-down or write-off assets in respect of the target acquired, which may have a material adverse effect on the Company s business, financial condition or results of operations. The Company s re-admission to the Official List following a Reverse Takeover is subject to the Company, as enlarged by an acquisition (other than the Acquisition), being eligible for readmission and the Company issuing a new prospectus which is approved by the FCA The Listing Rules provide that the listing of a company s equity securities will generally be cancelled when it completes a Reverse Takeover. If the FCA decided to cancel the Company s listing in such circumstances, the Company would expect to seek the admission to listing by way of a Standard Listing at the time of completion of any such Reverse Takeover subject to the Company as enlarged by the acquisition being eligible for such listing. The process will require the preparation and issue of a new prospectus which is approved by the FCA. The Company intends that any acquisition will result in the Company remaining eligible for listing and would expect to seek the simultaneous re-admission to such listing at the time of completion of the acquisition, but there can be no guarantee that the Company will successfully re-complete the listing process or do so in accordance with the time frame for the acquisition. Any failure to re-list generally or at the time of the acquisition may have a material adverse effect on the Company s business, financial condition or results of operations. Additionally, a cancellation of the listing of the Company s Ordinary Shares would materially reduce liquidity in such shares which may affect a Shareholder s ability to realise some or all of its investment and/or the price at which such Shareholder can effect such realisation. The UK Listing Authority may decide to suspend the listing of the Ordinary Shares if the Company proposes making an acquisition and the UK Listing Authority determines that there is insufficient information in the market about the acquisition which the Company proposes to make. Suspension of the listing of the Company s shares will reduce liquidity in the Ordinary Shares, potentially for a significant period of time, and may adversely affect the price at which a Shareholder can sell them It is the Company s duty under the Listing Rules to contact the UKLA as early as possible if a Reverse Takeover has been agreed or is in contemplation, to discuss whether a suspension of the listing is appropriate. The UKLA retains a general power, under Listing Rule R(1), to suspend a company s securities where it considers it necessary to protect investors. The UKLA may decide to exercise such power where the Company undertakes a transaction which, because of the comparative size of the Company and any target, would be a Reverse Takeover under the Listing Rules. The Listing Rules provide that generally when a Reverse Takeover is 18

22 announced or leaked, there will be insufficient information in the market about the proposed transaction and the listed company will be unable to assess accurately its financial position and inform the market appropriately, and so suspension of trading in the listed company s securities will often be appropriate. Any such suspension would be likely to continue until sufficient financial information on the transaction is made public and the period during which the Ordinary Shares would be suspended may, therefore, be significant. Depending on the nature of the acquisition and the stage at which the fact of it becomes public or is announced, it may take a substantial period of time to compile the relevant information for the prospectus, particularly where the target does not have financial or other information readily available which is comparable with the information a listed company would be expected to provide, and the period during which the listing of the Ordinary Shares would be suspended may therefore be significant. A suspension of the listing of the Ordinary Shares would materially reduce liquidity in such shares, which may affect a Shareholder s ability to realise some or all of its investment and/or the price at which such Shareholder can effect such realisation. Although the Directors believe the current economic environment has created a number of acquisition opportunities, there may be competition for certain of these opportunities There may be competition from others interested in some or all of the acquisition opportunities that the Company may explore. Such competition may for example come from strategic buyers, existing controlling shareholders in potential acquisition targets and public and private investments funds. Although the Directors believe that the Company is well placed to compete for opportunities, the Company cannot assure Shareholders that it will be successful against such competition. The Company may be unable to retain or hire key persons or the personnel required pursuant to an acquisition or to retain or hire the personnel required to support the Company The Company may have to look to the personnel with existing expertise in the acquired company or project to assist in the running and operations of the target following an acquisition and to support the Company once it becomes the operator of the target. However, there can be no assurance that the relevant personnel required for these purposes will remain with the target company or project following an acquisition or that if they depart, the Company will be able to replace such personnel with individuals of similar expertise or calibre. Changes in personnel may have a material adverse effect on the target company or project s operations, which means that following the acquisition (when, in effect, the operations of the target will be those of the Company), the adverse impact of such changes may affect the Company s business, financial condition or results of operations. As at the date of this Document, the Company has only one Executive Director. Were he to be unable to fully perform his duties for whatever reason, this could have a material adverse effect on the Company as it may take time to source a suitable replacement. The Company may be subject to restrictions in offering its Ordinary Shares as consideration for an acquisition or may have to provide alternative consideration which may have an adverse effect on its operations. In addition, the use of new Ordinary Shares as consideration could result in significant dilution of existing Shareholders 19

23 The Company may offer new Ordinary Shares or other securities (for instance, fixed or floating rate loan notes which may or may not be convertible into Ordinary Shares) as consideration for the purchase of a target business in an acquisition. However, in certain jurisdictions, there may be legal, regulatory or practical restrictions on the Company using its Ordinary Shares in this manner or which may mean that the Company is required to provide alternative forms of consideration. Such restrictions may limit the Company s acquisition opportunities or make a particular acquisition more costly which in turn may have an adverse effect on the results of operations of the Company and/or the ability of the Company to achieve its target return for Shareholders. As the jurisdiction in which a further acquisition will take place is not yet known, the details of such potential restrictions are also unknown; however, they may include local central bank currency controls and prohibitions regarding the issue of publicly traded securities not approved by local regulators. Such restrictions may make an acquisition impractical to complete, as the proposed contractual consideration may be unable to be accepted by the sellers of the target business. Furthermore, where new Ordinary Shares are issued for non-cash consideration under an acquisition, Shareholders will have no pre-emptive rights to the new Ordinary Shares issued. If the Company does offer its Ordinary Shares as consideration or part consideration in making the acquisition, depending on the number of new Ordinary Shares offered and the value of such new Ordinary Shares at the time, the issue of new Ordinary Shares could materially dilute the value of the new Ordinary Shares held by existing Shareholders at the time. Where an acquisition target has an existing large shareholder, an issue of new Ordinary Shares as consideration or part consideration may result in such shareholder subsequently holding a large stake in the Company, which may, in turn, enable it to exert significant influence over the Company (to a greater or lesser extent depending on the size of its holding). In addition, in order to avoid triggering a mandatory bid under the City Code, the Company may, if appropriate, issue shares with limited or no voting rights for a period of time. Housing market conditions and the macroeconomic climate may deteriorate Should the current relative stability in the German housing market and/or the macroeconomic climate deteriorate, the Group could experience lower sales volumes than anticipated and/or decreases in sales prices which could have a material adverse impact on the Group's business, financial condition, results of operations and prospects, and could result in a decline in the value of the Group's portfolio. Economic factors which could adversely impact the Group's business include the availability of credit, increases in inflation, exchange rate fluctuations and interest rate fluctuations. The future success of the Group is, to a large extent, dependent upon the specialist experience, industry knowledge and skills of its Board and management team The success of the Group s businesses is dependent on recruiting, retaining and developing highly-skilled, competent people at all levels of the organisation. The unexpected departure or loss of members of the Board, members of the management team or other highly skilled people could have an adverse impact on the financial condition and results of operations of the Group, and there can be no assurance that the Group will be able to attract and retain suitable replacements for those members of the Board, members of the management team or other key employees who depart. 20

24 Any inability to purchase development properties suitable for the Group's purposes and to purchase properties at the right time may have an adverse impact on the Group's future performance Procurement of properties is essential for the future performance of the Group s business. The acquisition of development properties at the right time and price in the most appropriate geographical locations are fundamental to the Group s strategy. Increased demand for development properties from the Group s competitors may make it more difficult for the Group to acquire development properties and could lead to increases in the price of procuring development properties, which could in turn have a material adverse impact on the Group's business, financial condition, results of operations and prospects. The net realisation of the Group's property portfolio and developments may be lower than anticipated The net realisable value of properties owned by the Group may decline after purchase. Factors such as changes in regulatory requirements and applicable laws (including in relation to building and environmental regulations, taxation and planning), political conditions, the condition of financial markets, the financial position of customers, potentially adverse tax consequences, and interest and inflation rate fluctuations all mean that valuations are subject to uncertainty. Should the Group not obtain planning consent or, as appropriate enhanced planning consent on acceptable terms, or at all, for properties which have been purchased by the Group unconditionally without planning consent, the Group may be required to abort any development of that property and to sell the property to a third-party purchaser and may not be able to recoup its full purchase price. Where no planning consent or, as appropriate no enhanced planning consent can be obtained on acceptable terms, the net realisable value of that property may be less than the carrying value, resulting in the requirement to write down the value of the property in the Group s financial reporting. The Valuation Report values the Properties at 19,190,000 in aggregate. Inability to secure viable planning consent on a timely basis may adversely affect the Group's business The Group principally intends to acquire sites which already have planning consent in place or consent which has lapsed, including sites where the management team considers that a site would benefit from a change to its current planning consent (for example in relation to a site s scope or nature, density of units and/or mix of unit types). In some cases the Group may acquire sites without planning consent. Securing planning consent or, as appropriate enhanced planning consent on favourable terms is key to the Group s ability to realise value on its properties and failure to obtain the planning consent or enhanced planning consent the Group seeks in respect of a site may, in turn, reduce a site s value. Local and national planning policies, local urban regeneration strategies, and policies on the use of brownfield and greenfield sites and building on greenbelt sites continue to have a significant impact on the ability to develop sites. There can be no certainty that any given application (or broadly equivalent proposal) will result in full planning consent or consent of the type applied for by the Group, or that a planning consent, if granted, will not be on onerous terms and, therefore, financially unviable to implement. Any failure to obtain planning consent on acceptable terms or at all could mean the Group is unable to develop a site or could result in a reduction to the number of units that are available for sale within the proposed 21

25 timeframe and could have a material adverse impact on the Group s business, financial condition, results of operations and prospects. Delays to the expected timescale for receipt of planning consent or enhanced planning consent for a site may result in delays to the completion of the development or sale of a property. Planning policies can place restrictions on access to new property and on how property is developed. Further, where the Group has obtained planning consent, there is a possibility that planning consent could be overturned on appeal. Any failure to obtain final planning consent on a timely basis or the overturning of a previously granted consent could have a material adverse impact on the Group s business, financial condition, results of operations and prospects. Monument Listed Properties The Properties to be purchased by the Group under the Acquisition are under monument protection (equivalent to a listed building in the UK). Planning consents and/or the enhancement of planning consents already obtained in respect of monument protected properties may be subject to more onerous conditions affecting the development potential of a property. The timing and costs involved in obtaining planning consents in respect of monument protected properties and/or the obtaining of any enhanced planning consents can be greater than for other properties. Dilapidated Properties Certain properties may be acquired in poor condition and incapable of generating any rental income until works have been completed. The obtaining of planning consents and/or enhanced planning consents or the timing or costs of the same, may also be affected by the condition of a property. Development properties and homes can be illiquid assets and can, therefore, be difficult to sell Development properties and homes can be relatively illiquid assets, meaning that they may not be easily sold and converted into cash and that any sale may not be capable of being completed quickly without accepting a lower price than may be otherwise offered. Although the Group acquires sites for development purposes and generally expects to sell such assets in the form of residential and commercial units following development, there can be no guarantee that the Group will not seek to, or be required to, sell entire sites in certain circumstances, including due to changes in development plans, failure to obtain planning consent, the Group s decisions not to proceed with developments, changes in economic, property market or other conditions or financial distress. Illiquidity may affect the Group s ability to value, dispose or liquidate some or all of, its units or properties in a timely fashion and at satisfactory prices which could have a material adverse impact on the Group s business, financial condition, results of operations and prospects. Environmental laws, regulations and standards may expose the Group to the risk of substantial costs and liabilities Laws and regulations, which may be amended over time, may impose on the Group environmental liabilities associated with development properties and units (including in relation to any soil and other contamination that may have occurred or arisen prior to the Group s acquisition of such properties). Regardless of whether the Group originally caused the contamination or other environmental hazard, and whether or not such contamination or other environmental hazard 22

26 occurred prior to the Group's acquisition, such liabilities may result in significant investigation, removal, or remediation costs and could prohibit or severely restrict development and house building in certain locations and/or make a proposed development financially unviable. As is normally the case for property developers, these liabilities would typically not be covered by the Group s insurance. In addition, environmental liabilities could adversely affect the Group s ability to sell or redevelop a property, or to borrow using a property as security, and may in certain circumstances (such as the release of certain materials, including asbestos, into the air or water) form the basis for liability to third persons for personal injury or other damages. For example, the Group may suffer loss as a result of soil contamination on sites it acquires or could incur fines and penalties in the event of a spill caused by its employees or sub-contractors on a site. The Group s property portfolio may include properties historically used for commercial, industrial and/or manufacturing uses. Such properties are more likely to contain, or may have contained, storage tanks for the storage of hazardous or toxic substances. Environmental laws and regulations may limit the development of, and impose liability for the disturbance of, wetlands or the habitats of threatened or endangered species. In the event the Group is in the future exposed to environmental liabilities or increased costs or limitations on its use or disposal of properties as a result of environmental laws and regulation this may have a material adverse impact on the Group s business, financial condition, results of operations and prospects. There can be no guarantee that all costs and risks regarding compliance with environmental laws and regulations can be identified. New and more stringent environmental laws, regulations and permit requirements or stricter interpretations of current laws or regulations could impose substantial additional costs on the Group s operations. Compliance with such current or future environmental requirements does not ensure that the Group will not be required to incur additional unforeseen environmental expenditures. Moreover, failure to comply with any such requirements could have a material adverse impact on a site owned by the Group, and there can be no assurance that any site will at all times comply with all applicable environmental laws, regulations and permit requirements. Significant unanticipated costs might arise in relation to the Group s business Cost estimates are made in advance of commencing a development and are dependent upon assumptions, estimates and judgments which may ultimately prove to be inaccurate. Whilst the Group attempts to mitigate this risk by taking reasonable steps to ensure that its risk management and financial and operational procedures, controls and systems are appropriate for its businesses, there is no guarantee that significant unanticipated costs will not arise. Such unanticipated costs could arise during the course of development due to (i) errors and omissions; (ii) unforeseen technical conditions or increases in sub-contractor rates or material costs; or (iii) inadequate contractual arrangements or tendering processes which do not provide for a final and known cost in advance. Should significant unanticipated costs arise, this could have a material adverse impact on the ultimate return achieved in respect of the relevant development and on the Group s business, financial condition, results of operations and prospects. The Group may suffer uninsured losses or suffer material losses in excess of insurance proceeds While the Group expects to maintain commercial insurance at a level it believes is appropriate against risks commonly insured in its industry, there is no guarantee that it will be able to obtain 23

27 the desired levels of cover on acceptable terms in the future which could have a material adverse impact on the Group s business, financial condition, results of operations and prospects. Any costs associated with potential investments that do not proceed to completion may affect the Group s performance The Group will need to identify properties suitable for acquisition and development, investigate and pursue such opportunities and negotiate acquisitions on suitable terms, all of which require significant expenditure prior to completion of the acquisitions. There can be no assurance as to the level of costs associated with property and partnership acquisitions that do not proceed to completion and no guarantee that the Group will be successful in its negotiations to acquire any given site. The greater the number of potential investments that do not reach completion, the greater the likelihood of an adverse impact of such costs on the Group s business, financial condition, results of operations and prospects. The Group may be subject to liability following the sale of its units The Group may be exposed to future liabilities and/or obligations with respect to the units that it sells, including, but not limited to, breach of contract, contractual disputes and defective title or property misdescription claims. The Group may be required or may consider it prudent to set aside provisions for warranty claims or contingent liabilities in respect of the sale of the units. The Group may be required to pay damages (including but not limited to litigation costs) to a purchaser to the extent that any representations or warranties given to a purchaser prove to be inaccurate or to the extent that the Group breaches any of its covenants or obligations contained in the sale documentation. In certain circumstances, it is possible that representations and warranties incorrectly given could give rise to a right by the purchaser to unwind the contract in addition to the payment of damages. Further, the Group may become involved in disputes or litigation in connection with such units. Certain obligations and liabilities associated with the ownership of the units can also continue to exist notwithstanding any sale, such as certain environmental liabilities. Any claims, litigation or continuing obligations in connection with the sale of any units may subject the Group to unanticipated costs and may require the Group to devote considerable time to dealing with them. As a result, any such claims, litigation or obligations could have a material adverse impact on the Group s business, financial condition, results of operations and prospects. The Group may enter into joint venture arrangements in certain circumstances and therefore could be dependent on the actions of joint venture partners The Group may enter into joint venture arrangements in connection with development projects. Certain decisions relating to sites held through joint venture arrangements may depend upon the consent or approval of the Group s joint venture partner. The Group s joint venture partners may have economic or business interests that are inconsistent with the Group s objectives and, in the case of local authorities, may be influenced by political considerations. The Group may have disputes with its joint venture partners and may not be able to resolve all the issues that arise with respect to such disputes, or the Group may have to provide financial or other inducements to its joint venture partners in order to obtain a resolution in its favour. Such disputes may create impasses on decisions and lead to delays in the development and completion of the project, or the project being developed in such a way that it will not achieve its highest potential rate of return. When dealing with local authority joint venture partners, the Group may experience delays in decision-making for policy, political or internal process reasons. When dealing with local 24

28 authorities, the Group may also be required to comply with more stringent requirements as to capital, disclosure of information and credit rating than when dealing with private companies. Disputes could also potentially result in litigation or arbitration which may distract the Board and the management team from their managerial tasks. In addition, projects may require financing to be provided by joint venture partners. If a joint venture partner were to fail to provide such financing when required, the Group may be forced to make up such shortfall out of its own resources to avoid additional cost or delay to the development. Should any of the aforementioned events occur, they could have a material adverse impact on the Group s business, financial condition, results of operations and prospects. The Group may in future be subject to increased competition The Group may in future be subject to increased competition, including from other local regional and national developers and housebuilders who, within the localities of the Group s properties, compete or may in future compete with the Group for the purchase and development of properties to sell units which could have a material adverse impact on the Group s business, financial condition, results of operations and prospects. Future changes in laws and regulations may adversely affect the Group Any change (including a change in interpretation) in tax legislation, including, but not limited to, the imposition of new taxes or increases in tax rates, or any change in the tax treatment of assets held by the Group, or taxes affecting house purchasers could have a material adverse impact on the Group s business, financial condition, results of operations and prospects. Changes in laws and regulations may have a material adverse impact on the Group s business, financial condition, results of operations and prospects. The Company may hedge the value of non-sterling assets The Company may hedge the value of any non-sterling assets and the income derived from them Into Sterling when hedging contracts are available in a timely manner and on terms acceptable to the Directors. The Company may benefit from the use of these hedging strategies; however, such strategies may also result in losses and overall poorer performance than if the Company had not entered into such hedging transactions. Any hedging arrangements relating to foreign currency returns and expenses may or may not be successful in reducing exchange risks and may result in the Company incurring additional costs. RISKS RELATING TO THE INDUSTRY OF THE GROUP Property development is subject to the risk of construction defects, which may give rise to contractual or other liabilities and reputational damage Unexpected levels of expenditure attributable to defects arising on a development project may have a material adverse impact on the levels of return generated from a particular project. Furthermore, widespread defects could generate significant adverse publicity and have a negative impact on the Group s reputation and the Group s ability to sell housing and acquire new 25

29 properties, which in turn could have a material adverse impact on the Group s business, financial condition, results of operations and prospects. The Group s business depends on the continued viability of sub-contractors and availability of design team professionals A failure to develop and maintain good relationships with highly skilled, competent subcontractors and design team professionals, together with the insolvency or other financial distress of one or more of the Group s sub-contractors or design team professionals, could have a material adverse impact on the Group s business, financial condition, results of operations and prospects. Shortages or increased costs of materials and skilled labour could increase costs and delay completion of units The Group may be subject to supply risks related to the availability and cost of materials and labour. Increased costs or shortages of skilled labour and/or timber framing, concrete, steel and other building materials could cause increases in construction costs and construction delays. If the Group is unable to pass on any increase in costs to the Group s customers, or renegotiate improved terms with suppliers and sub-contractors, the Group s margins may reduce and the relationship with the customer may also be damaged, which could accordingly have a material adverse impact on the Group s operating results, business prospects and financial condition. The construction of new developments involves health and safety risks The homebuilding industry poses certain health and safety risks. A significant health and safety incident at one of the Group s developments could put the Group s employees, sub- contractors and/or the general public at risk as well as leading to significant penalties, which in turn could have a material adverse impact on the Group s business, financial condition, results of operations and prospects. Severe weather conditions could delay the construction of homes or increase costs for new homes in affected areas The occurrence of severe weather conditions can delay the construction and delivery of new residential and commercial units and increase costs. Severe weather conditions can also cause a reduction or delay in the availability of materials in affected areas. Consequently, severe weather conditions could have a material adverse impact on the Group s business, financial condition, result of operations and prospects. RISKS RELATING TO THE ORDINARY SHARES The Standard Listing of the Ordinary Shares affords Shareholders a lower level of regulatory protection than a Premium Listing A Standard Listing affords Shareholders in the Company a lower level of regulatory protection than that afforded to investors in a company with a Premium Listing, which is subject to additional admission and ongoing obligations under the Listing Rules. A Standard Listing will not permit the Company to gain a FT-SE indexation, which may impact the valuation of the Ordinary Shares. 26

30 Shareholders should note that Chapter 10 of the Listing Rules does not apply to the Company and, as such, the Company is not required to seek shareholder approval for an acquisition under this Chapter (although it may be required to do so for the purposes of facilitating the financing arrangements or for other legal or regulatory reasons). The Company may be unable or unwilling to transfer to a Premium Listing in the future The Company is not currently eligible for a Premium Listing under Chapter 6 of the Listing Rules. There can be no guarantee that the Company will ever meet such eligibility criteria or that a transition to a Premium Listing will be achieved. If the Company does not achieve a Premium Listing, the Company will not be obliged to comply with the higher standards of corporate governance or other requirements which it would be subject to upon achieving a Premium Listing and, for as long as the Company continues to have a Standard Listing, it will be required to continue to comply with the lesser standards applicable to a company with a Standard Listing. This would include a period of time after an acquisition where the Company could be operating a substantial business but would not need to comply with such higher standards. In addition, an inability to achieve a Premium Listing will prohibit the Company from gaining a FT-SE indexation and may have an adverse effect on the valuation of the Ordinary Shares. Alternatively, in addition to or in lieu of seeking a Premium Listing, the Company may determine to retain a Standard Listing or to seek a listing on another stock exchange, which may not have standards or corporate governance comparable to those required by a Premium Listing or which Shareholders may otherwise consider to be less attractive or convenient. Any further issues of Ordinary Shares, including pursuant to the completion of the issue of the Consideration Shares and the Offer, will dilute existing Shareholders The Company may issue further Ordinary Shares in order to finance its activities and any such issue would dilute existing Shareholders. In particular, the completion of the issue of the Consideration Shares and the issue of Ordinary Shares under the Offer will result in the dilution of existing Shareholders proportionate to the issue of new Ordinary Shares to incoming investors. If the Offer is taken up in full, Shareholders will experience dilution of 63.22% (pre the issue of the Consideration Shares) and 84.70% (post the issue of the Consideration Shares). Such dilution will, therefore, reduce the interest of existing Shareholders in the Company, proportionately reducing their entitlement to any dividends or other distributions made in the Company, together with their respective voting rights. Shareholders may not be able to realise returns on their investment in Ordinary Shares within a period that they would consider to be reasonable Investments in Ordinary Shares may be relatively illiquid for as long as the Company holds a Standard Listing. There may be a limited number of Shareholders and there may be infrequent trading in the Ordinary Shares on the London Stock Exchange with volatile Ordinary Share price movements. Shareholders should not expect that they will necessarily be able to realise their investment in Ordinary Shares within a period that they would regard as reasonable. Accordingly, the Ordinary Shares may not be suitable for short-term investment. The market price for the Ordinary Shares may fall below the price for which they were acquired and may not be reflective of the Company's underlying net asset value or profits. 27

31 Dividend payments on the Ordinary Shares are not guaranteed The Board will maintain a regular review of the Company s dividend policy. However, it is not intended that dividends will be paid to Shareholders in the near future (see further paragraph 0, Dividend policy in Part II below). The Company s ability to pay any dividend will depend on a number of factors, including its results of operations, financial condition and profitability, free cash flow, profits available for distribution and other factors considered relevant by the Directors. The Company can, therefore, give no assurance that it will be able to pay dividends going forward or as to the amount of any such dividends. Fluctuations and volatility in the price of Ordinary Shares Stock markets have from time to time experienced severe price and volume fluctuations, a recurrence of which could adversely affect the market price for the Ordinary Shares. The market price of the Ordinary Shares may be subject to wide fluctuations in response to many factors, some specific to the Company and some which affect listed companies generally, 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, political or regulatory conditions, overall market or sector sentiment, legislative changes in the Company s sector and other events and factors outside the Company s control. It should be remembered that the price of Ordinary Shares, and any income from such Ordinary Shares, can go down as well as up. The Issue Price may not be indicative of prices that will prevail in the trading market and investors may not be able to resell the Ordinary Shares at or above the price they paid. English law governs the rights of holders of Ordinary Shares and these rights may differ from the rights of shareholders in other jurisdictions and the ability of Overseas Shareholders to bring actions or enforce judgments against the Company or the Directors may be limited The ability of an Overseas Shareholder to bring an action against the Company may be limited under law. The Company is a public limited company incorporated in England and Wales. The rights of Shareholders are set out in the Articles and are governed by English law. These rights may differ from the rights of shareholders in non-uk corporations. An Overseas Shareholder may not be able to enforce a judgment against some or all of the Directors and executive officers. A majority of the Directors are residents of the United Kingdom. Consequently, it may not be possible for an Overseas Shareholder to effect service of a process upon the Directors within the Overseas Shareholder s country of residence or to enforce against the Directors judgments of courts of the Overseas Shareholder s country of residence based on civil liabilities under the country s securities laws. There can be no assurance that an Overseas Shareholder will be able to enforce any judgments in civil and commercial matters or any judgments under the securities law of countries other than the UK against the Directors who are residents of the UK or countries other than those in which judgment is made. In addition, English or other courts may not impose civil liability on the Directors in any original action based solely on foreign securities laws brought against the Company or the Directors in a court of competent jurisdiction in England or other countries. Pre-emption rights for non-uk holders of Ordinary Shares may be unavailable 28

32 In the case of certain increases in the Company s issued share capital, existing holders of Ordinary Shares are generally entitled to pre-emption rights to subscribe for such shares, unless Shareholders waive such rights by a resolution at a Shareholders meeting. However, securities laws of certain jurisdictions may restrict the Company s ability to allow participation by shareholders in future offerings. RISKS RELATING TO TAXATION Taxation of returns from assets located outside the UK may reduce any net return to Shareholders It is possible that any return the Company receives from any company, business or project which the Company acquires and which is or are established outside the UK may be reduced by irrecoverable foreign taxes and this may reduce any net return derived by Shareholders from a shareholding in the Company and/or the value of Ordinary Shares. Changes in tax law may reduce any net returns for Shareholders The tax treatment of Shareholders, any special purpose vehicle that the Company may establish and any company or business which the Company may acquire are all subject to changes in tax laws or practices or in interpretation of the law in the UK or any other relevant jurisdiction. Any such changes may reduce any net return derived by Shareholders from an investment in the Company and/or the value of Ordinary Shares. There can be no assurance that the Company will be able to make returns for Shareholders in a tax-efficient manner It is intended that the Company will structure the Group, including any company or assets acquired in any acquisition, to maximise returns for Shareholders in as fiscally efficient a manner as practicable. The Company has made certain assumptions regarding taxation. However, if these assumptions cannot be borne out in practice, taxes may be imposed with respect to any of the Company s assets, or the Company may be subject to tax on its income, profits, gains or distributions in a particular jurisdiction or jurisdictions in excess of taxes that were anticipated. This will alter the post-tax returns for Shareholders (or Shareholders in certain jurisdictions). Any change in laws or tax authority practices or interpretation of the law could also adversely affect any post-tax returns of capital to Shareholders or payments of dividends (if any, which the Company does not envisage the payment of, at least in the short to medium-term). In addition, the Company may incur costs in taking steps to mitigate any such adverse effect on the post-tax returns to Shareholders. The risk factors listed above set out the material risks and uncertainties currently known to the Directors but do not necessarily comprise all of the risks to which the Company is exposed or all those associated with an investment in the Company. In particular, the Company s performance is likely to be affected by changes in the market and/or economic conditions and in legal, accounting, regulatory and tax requirements. There may be additional risks that the Directors do not currently consider to be material or of which they are currently unaware. 29

33 If any of the risks referred to above materialise, the Company s business, financial condition, results or future operations could be materially adversely affected. In such case, the price of its Ordinary Shares could decline and Shareholders may lose all or part of their investment. RISKS RELATING TO THE ACQUISITION If the Conditions are not satisfied the Acquisition will not complete, and the Company will have to bear the abortive costs of the Acquisition. If the Acquisition does complete, there could be delays in the development of the sites due to a variety of factors including adverse weather conditions, non-performance of contractors and sub-contractors, etc. The development of the Properties may be more costly than budgeted for and the Company may be unable to obtain any additional funding required in connection with the development of the properties. Both of these factors would have an adverse effect upon the Company's financial performance and condition. Completed units may not sell at all, or may sell at, below or well below the anticipated prices, resulting in a loss or lower than expected profit to the Company. Economic risk If property prices in the German property market fall, investments made by the Company may only be realisable at a loss and may prove difficult to sell at all. A combination of higher interest rates, a deteriorating economy (with higher unemployment), possibly due to or affected by Brexit, and prolonged deflationary conditions, may result in falling capital values combined with falling rents and/or difficulties in securing buyers and/or tenants. Valuation risk Property assets are inherently difficult to value as there is no liquid market or pricing mechanism. As a result, valuations are subject to substantial uncertainty. Property related taxes The returns on the Ordinary Shares will be affected by German taxation legislation of property transactions, which is subject to change. Possible adverse economic conditions The financial operation of the Company may be adversely affected by general economic conditions or by conditions within the German property market. The returns that are likely to be achieved on an investment by a company, which has its assets invested solely in Germany, will be materially affected by the political and economic climate in Germany. In particular, changes in the rates of inflation and interest may affect the Company's income and capital value or the value of an underlying investment property. 30

34 Deterioration in the 'Eurozone' economies and any consequential fall-out from Brexit can be expected to have an adverse effect on property prices in Germany. With any investment in a foreign country there exists the risk of adverse political or regulatory developments including but not limited to nationalisation, confiscation without fair compensation, terrorism, war and currency restriction. The latter may be imposed to prevent capital flight and may make it difficult or impossible to exchange or repatriate foreign currency, particularly in the context of Brexit. Currency risk The Company will transact in currencies other than Sterling, primarily in Euros. The Company's performance will therefore be subject to exchange rate fluctuations with respect to the currencies employed. Brexit risk The exit of the UK from Membership of the European Union (EU) (Brexit) could cause disruptions to and create uncertainty surrounding our business, including affecting our relationships with our existing and future customers, suppliers and employees, which could have an adverse effect on our business, financial results and operations, and in particular may affect the Acquisitions and business in Germany. Negotiations will commence to determine the future terms of the UK's relationship with the EU, including the terms of trade between the UK and the EU. The effects of Brexit will depend on any agreements the UK makes to retain access to EU markets either during a transitional period or more permanently. The measures could potentially disrupt the markets we serve and the tax jurisdictions in which we operate and adversely change tax benefits or liabilities in these or other jurisdictions, and may cause us to lose customers, suppliers, and employees. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the UK determines which EU laws to replace or replicate. 31

35 CONSEQUENCES OF A STANDARD LISTING Application will be made for the Ordinary Shares to be issued pursuant to the issue of the Consideration Shares and the Offer, together with the Existing Ordinary Shares, to be admitted to a listing on the Standard Listing segment of the Official List pursuant to Chapter 14 of the Listing Rules, which sets out the requirements for Standard Listings. The Company s Existing Ordinary Shares and the Ordinary Shares to be issued pursuant to the issue of the Consideration Shares and the Offer will be listed under Chapter 14 of the Listing Rules (Standard Listing) and as a consequence a significant number of the Listing Rules do not apply to the Company or its Ordinary Shares. Shareholders holding Existing Ordinary Shares do not, and investors being issued Consideration Shares pursuant to the issue of the Consideration Shares and/or Offer Ordinary Shares pursuant to the Offer will not, therefore, receive the full protection of the Listing Rules associated with a Premium Listing. The Company complies with Listing Principles 1 and 2 as set out in Chapter 7 of the Listing Rules, as required by the UK Listing Authority, and the Premium Listing Principles as set out in Chapter 7 of the Listing Rules notwithstanding that they only apply to companies which obtain a Premium Listing on the Official List. An applicant that is applying for a Standard Listing of equity securities (such as the Company) must comply with all the requirements listed in Chapter 2 of the Listing Rules, which specifies the requirements for listing for all securities. Where an application is made for the admission to the Official List of a class of shares, at least 25% of the shares of the relevant class must be distributed to the public in one or more EEA states. Listing Rule 14.3 sets out the continuing obligations applicable to companies with a Standard Listing (such as the Company) and requires that such companies listed equity shares be admitted to trading on a regulated market at all times. Such companies must have at least 25% of the shares of any listed class in public hands at all times in one or more EEA states and the FCA must be notified as soon as possible if these holdings fall below that level. The continuing obligations under Chapter 14 also include requirements as to: the forwarding of circulars and other documentation to the FCA for publication through to the National Storage Mechanism, and related notification to an RIS; the provision of contact details of appropriate persons nominated to act as a first point of contact with the FCA in relation to compliance with the Listing Rules and the Disclosure Guidance and Transparency Rules; the form and content of temporary and definitive documents of title; the appointment of a registrar; notifying an RIS in relation to changes to equity and debt capital; and compliance with, in particular, Chapters 4, 5 and 6 of the Disclosure Guidance and Transparency Rules. 32

36 As a company with a Standard Listing, the Company is not required to comply with, inter alia, the provisions of Chapters 6 and 8 to 13 of the Listing Rules, which set out more onerous requirements for issuers with a Premium Listing of equity securities. These include provisions relating to certain listing principles, the requirement to appoint a sponsor, various continuing obligations, significant transactions, related party transactions, dealings in own securities and treasury shares and contents of circulars. As mentioned above, while the Company has a Standard Listing, it is not required to comply with the provisions of, among other things: Chapter 6 of the Listing Rules containing additional requirements for the listing of equity securities, which are only applicable for companies with a Premium Listing; Chapter 8 of the Listing Rules regarding the appointment of a listing sponsor to guide the Company in understanding and meeting its responsibilities under the Listing Rules in connection with certain matters. The Company does not have and does not intend to appoint such a sponsor in connection with its publication of this document, the issue of the Consideration Shares or the Offer; Chapter 9 of the Listing Rules regarding continuous obligations for a company with a Premium Listing, which includes, inter alia, requirements relating to further issues of shares, the ability to issue shares at a discount in excess of 10% of market value, notifications and contents of financial information that are not applicable to the Company; Chapter 10 of the Listing Rules relating to significant transactions, meaning that the Company is not required under that Chapter to seek Shareholder approval for an acquisition, including an acquisition which constitutes a Reverse Takeover (although such approval may be required for the purposes of facilitating any financing arrangements, or for other legal or regulatory reasons, for example under the City Code); Chapter 11 of the Listing Rules regarding related party transactions. It should therefore be noted that related party transactions will not require Shareholder consent; Chapter 12 of the Listing Rules regarding purchases by the Company of its Ordinary Shares; and Chapter 13 of the Listing Rules regarding the form and content of circulars to be sent to Shareholders. IT SHOULD BE NOTED THAT THE UK LISTING AUTHORITY DOES NOT HAVE THE AUTHORITY TO (AND DOES NOT) MONITOR THE COMPANY S COMPLIANCE WITH ANY OF THE LISTING RULES WITH WHICH THE COMPANY COMPLIES ON A VOLUNTARY BASIS, NOR TO IMPOSE SANCTIONS IN RESPECT OF ANY FAILURE BY THE COMPANY TO SO COMPLY. HOWEVER THE FCA WOULD BE ABLE TO IMPOSE SANCTIONS FOR NON-COMPLIANCE WHERE THE STATEMENTS REGARDING COMPLIANCE IN THIS DOCUMENT ARE THEMSELVES MISLEADING, FALSE OR DECEPTIVE. 33

37 IMPORTANT INFORMATION, ETC. NOTICE TO PROSPECTIVE INVESTORS In deciding whether or not to purchase Ordinary Shares, prospective investors should rely only on their own examination of the Company and/or the financial and other information contained in this Document. Purchasers of Ordinary Shares must not treat the contents of this Document or any subsequent communications from the Company or any of its respective affiliates, officers, Directors, employees or agents as advice relating to legal, taxation, accounting, regulatory, investment or any other matters. Prospective investors should inform themselves as to: the legal requirements within their own countries for the subscribing, holding, transfer or other disposal of the Ordinary Shares; any foreign exchange restrictions applicable to the subscribing, holding, transfer or other disposal of the Ordinary Shares which they might encounter; and the income and other tax consequences which may apply in their own countries as a result of the subscribing, holding, transfer or other disposal of the Ordinary Shares. Prospective investors must rely upon their own representatives, including their own financial advisers, legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein. No person has been authorised to give any information or make any representations other than as contained or referred to in this Document and, if given or made, such information or representations must not be relied on as having been so authorised. Without prejudice to the Company s obligations under FSMA, Prospectus Rules, Listing Rules (and Disclosure Guidance and Transparency Rules), neither the delivery of this Document nor any subscription made pursuant to it will, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Document or that the information in it is correct as at any time subsequent to such date. This Document comprises a prospectus relating to the Company prepared in accordance with the Prospectus Rules and has been approved by the FCA under section 87A of FSMA. This Document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. No arrangement has, however, been made with the competent authority in any other member state of the EEA (or any other jurisdiction) for the use of this Document as an approved prospectus in such jurisdiction and accordingly no public offer is to be made in such jurisdiction. The Company will update the information provided in this Document by means of a supplemental prospectus if a significant new factor, material mistake or inaccuracy relating to this Document occurs or arises prior to Admission that may affect the ability of prospective investors to make an informed assessment of the Offer. This Document and any supplement hereto will be made 34

38 public in accordance with the Prospectus Rules. If a supplement to the Prospectus is published prior to Admission, investors shall have the right to withdraw their subscriptions made prior to the publication of such supplement. Such withdrawal must be done within the time limits set out in the supplement (if any) (which shall not be shorter than two clear Business Days after publication of such supplement). This Document is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Company, the Directors, or any of their respective representatives that any recipient of this Document should subscribe for or purchase the Ordinary Shares. Prior to making any decision whether to purchase any Ordinary Shares, prospective investors should ensure that they have read this Document in its entirety and, in particular, the section entitled Risk Factors, and not just rely on key information or information summarised in it. In making an investment decision, prospective investors must rely upon their own examination of the Company and the terms of this Document, including the merits and risks involved. Any decision to purchase Ordinary Shares should be based solely on this Document. Investors who purchase Ordinary Shares in the Offer will be deemed to have acknowledged that: (i) they have relied solely on the information contained in this Document; and (ii) no person has been authorised to give any information or to make any representation concerning the Group or the Ordinary Shares (other than as contained in this Document) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company or the Directors. None of the Company, the Directors or any of their representatives is making any representation to any offeree or purchaser of the Ordinary Shares regarding the legality of an investment by such offeree or purchaser. This Document does not constitute, and may not be used for the purposes of, an offer to sell or an invitation to subscribe for or the solicitation of an offer to buy or subscribe for, any Ordinary Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation. The distribution of this Document and the offering of the Ordinary Shares in certain jurisdictions may be restricted. Accordingly, persons outside the UK into whose possession this Document comes are required by the Company to inform themselves about, and to observe any restrictions as to the offer or sale of Ordinary Shares and the distribution of this Document under, the laws and regulations of any territory in connection with any applications for Ordinary Shares, including obtaining any requisite governmental or any other consent and observing any other formality prescribed in such territory. No action has been taken nor will be taken in any jurisdiction by the Company or the Directors that would permit a public offering of the Ordinary Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this Document other than in any jurisdiction where action for that purpose is required. Accordingly, the Ordinary Shares may not be offered or sold, directly or indirectly, and neither this Document nor any other offering material or advertisement in connection with the Ordinary Shares may be distributed or published in or from any country or jurisdiction except 35

39 under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdictions. Any failure to comply with this restriction may constitute a violation of the securities laws of any such jurisdiction. Neither the Company nor any of the Directors accepts any responsibility for any violation of any of these restrictions by any other person. This Document should be read in its entirety before making any investment in the Ordinary Shares. All Shareholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the Articles, which prospective investors should review. PRESENTATION OF FINANCIAL INFORMATION All future financial information for the Company is intended to be prepared in accordance with IFRS as adopted by the UK and, unless otherwise indicated, the financial information in this Document has been prepared in accordance with IFRS as adopted by the UK. The historical financial information in this Document is prepared in accordance with the requirements of the Prospectus Directive Regulations. In making an investment decision, prospective investors must rely on their own examination of the Company from time to time, the terms of the Offer and the financial information in this Document. The Company s audited accounts are prepared by Grant Thornton UK LLP whose address is 2nd Floor, St. John's House, Haslett Avenue West, Crawley, West Sussex, RH10 1HS. Grant Thornton UK LLP have been appointed as the auditors of the Company in respect of the historic financial information referred to in Part V. MARKET, ECONOMIC AND INDUSTRY DATA Where third party information has been used in this Document, the source of such information has been identified. The Group confirms that all such data contained in this Document has been accurately reproduced and, so far as the Group is aware and able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. PRESENTATION OF KEY FINANCIAL METRICS Other companies operating in the real estate sector may use the terms, phrases and financial metrics referred to below differently when describing their own performance. As such these terms, phrases and unaudited financial metrics may not be directly comparable. ROUNDINGS Certain data in this Document, including financial, statistical, and operating information, has been rounded. As a result of the rounding, the totals of data presented in this Document may vary slightly from the actual arithmetic totals of such data. Percentages in tables have been rounded and accordingly may not add up to 100 per cent. In addition, certain percentages presented in the tables in this Document reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform 36

40 exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers. FORWARD LOOKING STATEMENTS Some of the statements under Summary, Risk Factors, Part I: Information on the Company and the Business and elsewhere in this Document include forward looking statements which reflect the Company s or, as appropriate, the Directors current views, interpretations, beliefs or expectations with respect to the Company s financial performance, business strategy and plans and objectives of management for future operations. These statements include forward looking statements both with respect to the Company and the sector and industry in which the Company proposes to operate. Statements which include the words expects, intends, plans, believes, projects, anticipates, will, targets, aims, may, would, could, continue, estimate, future, opportunity, potential or, in each case, their negatives, and similar statements of a future or forward looking nature identify forward looking statements. All forward looking statements address matters that involve risks and uncertainties because they relate to events that may or may not occur in the future. Forward looking statements are not guarantees of future performance. Accordingly, there are or will be important factors that could cause the Group's actual results, prospects and performance to differ materially from those indicated in these statements. In addition, even if the Company s actual results, prospects and performance are consistent with the forward looking statements contained in this Document, those results may not be indicative of results in subsequent periods. Important factors that may cause these differences include, but are not limited to: the Company s ability to identify suitable acquisition opportunities or the Company s success in completing an acquisition and to propose effective growth strategies for any company, business or project the Company acquires; the Company s ability to ascertain the merits or risks of the operations of a target company, business or project; the Company s ability to deploy the net proceeds of the issue of the Consideration Shares and the Offer on a timely basis; changes in economic conditions generally (and specifically in the market in which any Acquisition is made); impairments in the value of the Group's assets; the availability and cost of equity or debt capital for future transactions; changes in interest rates and currency exchange rate fluctuations, as well as the success of the Company s hedging strategies in relation to such changes and fluctuations (if such strategies are in fact used); and legislative and/or regulatory changes, including changes in taxation regimes. 37

41 Risks and uncertainties which are material and known to the Directors are listed in the section of this Document headed Risk Factors, which should be read in conjunction with the other cautionary statements that are included in this Document. Any forward looking statements in this Document reflect the Company s, or as appropriate, the Directors current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company s future business, results of operations, financial conditions and growth strategy. For the avoidance of doubt, nothing in this section qualifies the working capital statement set out in paragraph 13 of Part X: Additional Information, of this Document. These forward looking statements speak only as of the date of this Document. Subject to any obligations under the Prospectus Rules, the Listing Rules and the Disclosure Guidance and Transparency Rules and except as required by the FCA, the London Stock Exchange, the City Code or applicable law and regulations, the Company undertakes no obligation publicly to update or review any forward looking statement, whether as a result of new information, future developments or otherwise. All subsequent written and oral forward looking statements attributable to the Company or individuals acting on behalf of the Company are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this Document which could cause actual results to differ before making an investment decision. NOTICE TO US SHAREHOLDERS AND SHAREHOLDERS IN CERTAIN RESTRICTED JURISDICTIONS The Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Ordinary Shares or the accuracy or adequacy of this Document. Any representation to the contrary is a criminal offence in the US. The Ordinary Shares have not been and will not be registered under the Securities Act, or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States or of Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa, or any province or territory thereof. Subject to certain exceptions, the Ordinary Shares may not be taken up, offered, sold, pledged, transferred, distributed or delivered, directly or indirectly, and this Document may not be distributed by any means including electronic transmission within, into, in or from the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or for the account of any national, resident or citizen of the United States or any person resident in Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa. The Ordinary Shares may only be offered or sold in offshore transactions as defined in and in accordance with Regulation S promulgated under the Securities Act. Acquirers of the Ordinary Shares may not offer to sell, pledge or otherwise transfer the Ordinary Shares in the United States, or to any US Person as defined in Regulation S under the Securities Act, including resident corporations, or other entities organised under the laws of the United States, or non-us branches or agencies of such corporations unless such offer, sale, pledge or transfer is registered under the Securities Act, or an exemption from 38

42 registration is available. The Company does not currently plan to register the Ordinary Shares under the Securities Act. The ability of an Overseas Shareholder to bring an action against the Company may be limited under law. The rights of holders of Ordinary Shares are governed by English law and by the Articles. These rights differ from the rights of shareholders in typical US corporations and some other non-uk corporations. NOTICE TO EEA SHAREHOLDERS In relation to each member state of the EEA which has implemented the Prospectus Directive (each, a relevant member state ) with effect from and including the date on which the Prospectus Directive was implemented in that relevant member state (the relevant implementation date ), no Ordinary Shares have been offered or will be offered to the public in that relevant member state prior to the publication of a prospectus in relation to the Ordinary Shares which has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in the relevant member state, all in accordance with the Prospectus Directive, except that with effect from and including the relevant implementation date, offers of Ordinary Shares may be made to the public in that relevant member state at any time: (a) to legal entities which are authorised or regulated to operate in financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of: (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than 43 million; and (iii) an annual turnover of more than 50 million, as shown in its last annual or consolidated accounts; (c) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) in such relevant member state; or (d) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Ordinary Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purpose of these provisions, the expression an offer to the public in relation to any Ordinary Shares in any relevant member state means the communication in any form and by any means of sufficient information of the terms of the issue of the Consideration Shares and Offer, and any Ordinary Shares to be offered, so as to enable an investor to decide to purchase any Ordinary Shares, as the same may be varied in that relevant member state by any measure implementing the Prospectus Directive in that relevant member state, and the expression Prospectus Directive includes any relevant implementing measure in each relevant member state. In the case of any Ordinary Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Ordinary Shares acquired by it have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to 39

43 their offer or resale to, persons in circumstances which may give rise to an offer of any Ordinary Shares to the public other than their offer or resale in a relevant member state to qualified investors as so defined or in circumstances in which the prior consent of the Company has been obtained to each such proposed offer or resale. Each of the Company and its respective affiliates, and others, will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement. NOTICE TO OVERSEAS SHAREHOLDERS An Overseas Shareholder may not be able to enforce a judgment against some or all of the Directors and executive officers. The Company is incorporated under the laws of England and Wales and the majority of the Directors are residents of the UK. Consequently, it may not be possible for an Overseas Shareholder to effect service of process upon the Directors within the Overseas Shareholder s country of residence or to enforce against the Directors judgments of courts of the Overseas Shareholder s country of residence based on civil liabilities under that country s securities laws. There can be no assurance that an Overseas Shareholder will be able to enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries other than the UK against the Directors who are residents of the UK or countries other than those in which judgment is made. In addition, English or other courts may not impose civil liability on the Directors in any original action based solely on the foreign securities laws brought against the Company or the Directors in a court of competent jurisdiction in England or other countries. NOTICE TO ALL SHAREHOLDERS Copies of this Document, together with any supplementary prospectus, will be available on the Company s website, for the period of the Offer. THIRD PARTY INFORMATION Where information contained in this Document has been sourced from a third party, the Company confirms that such information has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. DATA PROTECTION The Company may delegate certain administrative functions to third parties and will require such third parties to comply with data protection and regulatory requirements of any jurisdiction in which data processing occurs. Such information will be held and processed by the Company (or any third party, functionary or agent appointed by the Company) for the following purposes: (a) verifying the identity of the prospective investor to comply with statutory and regulatory requirements in relation to anti-money laundering procedures; (b) carrying out the business of the Group and the administering of interests in the Group; (c) meeting the legal, regulatory, reporting and/or financial obligations of the Group in the United Kingdom or elsewhere; and 40

44 (d) disclosing personal data to other functionaries of, or advisers to, the Group to operate and/or administer the Group. Where appropriate, it may be necessary for the Company (or any third party, functionary or agent appointed by the Company) to: (a) disclose personal data to third party service providers, agents or functionaries appointed by the Company to provide services to prospective investors; and (b) transfer personal data outside of the EEA to countries or territories which do not offer the same level of protection for the rights or freedoms of prospective investors as the United Kingdom. If the Company (or any third party, functionary or agent appointed by the Company) discloses personal data to such a third party, agent or functionary and/or makes such a transfer of personal data it will use reasonable endeavours to ensure that any third party, agent or functionary to whom the relevant personal data is disclosed or transferred is contractually bound to provide an adequate level of protection in respect of such personal data. In providing such personal data, investors will be deemed to have agreed to the processing of such personal data in the manner described above. Prospective investors are responsible for informing any third party individual to whom the personal data relates of the disclosure and use of such data in accordance with these provisions. DEFINED TERMS Except for certain names of natural persons and legal entities and capitalised terms that need no further explanation, the capitalised terms used in this Document, including capitalised abbreviations, are defined or explained in Part XII: Definitions, starting on page 130 of this Document. CURRENCY Unless otherwise indicated, all references in this Document to the euro or are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended. All references to GBP,, Sterling, pounds, sterling, pence or p are to the lawful currency of the United Kingdom. The Company prepares its financial statements in Sterling. NO INCORPORATION OF WEBSITE TERMS Except to the extent expressly set out in this Document, neither the content of the Company s website or any other website nor the content of any website accessible from hyperlinks on the Company s website or any other website is incorporated into, or forms part of, this Document. GOVERNING LAW Unless otherwise stated, statements made in this Document are based on the law and practice currently in force in England and Wales and are subject to changes therein. 41

45 EXPECTED TIMETABLE OF THE OFFER, THE ISSUE OF CONSIDERATION SHARES AND ADMISSION Publication of this Document 9 June 2017 Allotment of Consideration Shares Allotment of Offer Ordinary Shares Within five Business Days of each Handover Date Within five Business Days of receipt of valid application Offer open 9 June 2017 Admission and commencement of dealings in the Existing Ordinary Shares Admission and commencement of dealings in the Consideration Shares Admission and commencement of dealings in the Ordinary Shares issued pursuant to the Offer 15 June 2017 Within five Business Days of allotment Within five Business Days of allotment Final closing date of Offer 18 May 2018 All references to time in this Document are to London time unless otherwise stated. SHARE CAPITAL STATISTICS Number of Existing Ordinary Shares in issue at the date of this Document Number of Consideration Shares to be issued Issued share capital of the Company following the issue of the Consideration Shares (assuming all 117,647,059 Consideration Shares are issued) Percentage of issued share capital of the Company (following the issue of the Consideration Shares) represented by the Consideration Shares (assuming all 117,647,059 Consideration Shares are issued) Maximum number of Ordinary Shares to be issued pursuant to the Offer (ignoring the Over-Allotment Facility) Percentage of Enlarged Issued Share Capital represented by the Offer Shares (assuming Offer fully subscribed and all Consideration Shares are issued and ignoring the Over- Allotment Facility) 30,805,783 Up to 117,647,059 (to be issued at a price of 17p per Consideration Share) 148,452,842 Ordinary Shares 79.25% 52,941, % 42

46 DIRECTORS AND ADVISERS Directors Nicholas Walton Hofgren (executive director) Graeme Scott Johnson (non-executive director) Nigel Brent Fitzpatrick MBE (non-executive director) (All c/o the registered office) Company Secretary Registered Office UK Solicitors to the Company German Solicitors to the Company Auditors and Reporting Accountants Registrar Website Ticker Jordan Company Secretaries Limited 3 rd Floor, St. James's Square, London, United Kingdom, SW1Y 4LB Howard Kennedy LLP No. 1 London Bridge London SE1 9BG Simmons and Simmons MesseTurm Friedrich-Ebert-Anlage Frankfurt am Main Germany Grant Thornton UK LLP 2 nd Floor St. John's House Haslett Avenue West Crawley West Sussex RH10 1HS Neville Registrars Limited Neville House 18 Laurel Lane Halesowen B63 3DA VOR 43

47 PART I INDUSTRY OVERVIEW THE GERMAN RESIDENTIAL PROPERTY MARKET Background German residential property prices have increased from 2008 to 2016 by 22.18% (on a cumulative basis). (Source: Destatis Statistisches Bundesamt House Price Index 2015). This sustained rise in prices can be explained to a large extent by a structural imbalance between the supply and the demand of residential properties in Germany, coupled with low interest rates. The population in Germany has increased by approximately 1,847,800 over the last four years (from a recorded 80,327,900 people in 2011 to 82,175,700 as of the end of 2015). (Source: Destatis Statistisches Bundesamt: Population based on the 2011 Census). During the same period the number of residential properties increased by around 816,000 (from a recorded 40,630,300 at the end of 2011, to 41,446,300 at the end of 2015) (Source: Destatis Statistisches Bundesamt, Dwelling stock in Germany). In 2015 alone, Germany experienced an increase of a recorded 225,100 in the number of residential properties compared against an increase in population of 978,200. (Source: Destatis Statistisches Bundesamt, Dwelling stock in Germany & Population Index. Housing demand and supply dynamics The Directors believe that there is, and has for a number of years been, a significant structural imbalance between the demand for and supply of housing in Germany. Demand From 2011 to 2015 the German population increased by a recorded 1,847,800, rising by 978,200 in 2015 alone, to stand at 82,175,700 at the end of that year. Only 43% of German households live in an owner-occupied property. (Source: Destatis Statistisches Bundesamt Housing 2013). However, the degree of owner occupation varies considerably depending on the level of household net income. In 2013 a recorded 86.4% of households with a net income of less than 900 euros a month lived in rented accommodation, compared with 20.9% of households with a net income of between 5,000 and 18,000 per month. (Source: Destatis Statistisches Bundesamt, Housing status of households net income on 1 January 2013) Economic factors The Directors believe that demand in the current economic cycle is being supported by a number of positive factors, including the following: The German economy has recovered strongly since the global financial crisis that started in mid On average, the GDP growth forecast published by the European Commission for the 44

48 years 2017 and 2018 is around 1.6% per year and shows a predicted steady growth for the German economy underpinned by solid fundamentals. Unemployment has declined significantly, with the unemployment rate down to 3.8% in September 2016 from a peak of 9.6% in February (Source: Destatis Statistisches Bundesamt Labour Index). Likewise, overall German employment has climbed, increasing by 3.5% or 1.4 million jobs in the 9 months to September 2016 (Source: Destatis Statistisches Bundesamt Labour Index). Disposable income has also seen cumulative growth of 6.45% from 2011 to 2015 (Source Organisation for Economic Co-operation and Development (OECD) Household disposable income Germany). Population After 9 years of continuous steady decline, the German population started to increase again in The cumulative growth from 2011 to 2015 amounted to 1.8 million people or an increase of 2.3% over a 4-year period. In 2015 alone, Germany's total population rose by 978,200 (or 1.2% compared to 2014) to stand at 82,175,700 at the end of that year. The population increase in 2015 was the result of net immigration which increased by 1,112,200 while German nationals decreased by 134,000. (Source: Destatis Statistisches Bundesamt Population Index). In the longer term, a decline in Germany's population is predicted. The current forecasts produced by Destatis Statistisches Bundesamt consider that the number of deaths will increasingly exceed the number of births. It is believed that the positive balance of immigration into and emigration from Germany will not be able to close the gap for good. Supply The number of construction permits given by the local building authorities for dwellings for the period 2012 to 2016 reached 1,487,286 with a total of 1,091,440 dwellings completed during the period from 2011 to (Source: Destatis Statistisches Bundesamt Building Activity). If this figure is compared to the increase in population from 2011 to 2015 of 1,847,800 people it is noticeable there is still a lag in construction to satisfy the increase in population. (Source: Destatis Statistisches Bundesamt Population). Mortgage affordability Germany benefits from sustained, record low mortgage interest rates, which in Germany typically lie below 2% in real terms after adjustment for inflation. This means that the financing of residential investments is inexpensive for both institutional and private investors. Since mid-2011, mortgage interest rates based on 10-year fixed terms have fallen from over 4% to around 2%. Over the last few years, major property owners such as listed housing companies have exploited the attractive interest rates on offer to undertake extensive refurbishment programmes. Even the granting of loans is currently commonplace amongst investors looking to raise capital, due to lower returns on comparable forms of investment. (Source: JLL German Residential Market Overview, September 2016) 45

49 Supported by robust employment and consumption, the German economy is forecast to maintain a growth momentum over the foreseeable future, albeit with a slowdown in the rate of growth expected in A solid labour market, resilient exports and significant construction investment are expected to continue to drive growth, and support capital expenditure. The German current account surplus is projected to ease slightly while remaining at a historically high level. The German government s budget is expected to remain in surplus, supported by a decreasing interest bill and buoyant revenues. CONCLUSION Accordingly, the Directors are confident that the prevailing conditions in the German residential property market present a significant opportunity for the Group. The increasing trend in property prices, underpinned by population growth and an imbalance in the supply of properties present attractive market conditions. The Directors believe that the Group is ideally positioned to contribute to addressing this imbalance and help satisfy the demand for residential properties. Following completion of the Acquisition, the Group will seek to continue to develop, and add to, its existing property pipeline, with the intention of becoming a German property investment and development business of scale, capable of delivering growth and profitability over the long term. 46

50 PART II INFORMATION ON THE COMPANY AND THE BUSINESS 1. INTRODUCTION The Company was incorporated under the laws of England and Wales under CA 2006 on 28 December 2011 as a private limited company and re-registered as a public limited company on 13 March 2012 and was admitted to the standard segment of the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange in October The Company changed its name (from Acorn Growth plc) to Vordere plc on 31 May The Company has been inactive since incorporation, other than exploring target assets for acquisition and raising capital. Initial gross proceeds of 1,547,857 were raised on listing, and in October 2016 further gross proceeds of 2,477, were raised by means of share subscriptions from a number of new investors under the Subscription Agreements. As at the date of this Document, the Company s cash resources are approximately 2,860,000 and the Company has no debt. Having been originally established as a special purpose acquisition company, with the expectation of making an acquisition in the energy, infrastructure, real estate, mining and minerals sectors, the Company now intends to establish itself over the medium term as a property investment and development company primarily focused on the German residential market. Accordingly, the Company has established the Acquisition Vehicles to acquire four properties in Germany (the Properties) conditional in each case upon Admission of the Consideration Shares (the Acquisition). The Properties together have a current market value of 19,190,000 as set out in the Valuation Report, which is set out in Part VII. They will be purchased in exchange for Ordinary Shares, which will be issued at a price of 17 pence per Ordinary Share, but the precise number of Ordinary Shares will depend on the exchange rate between the Euro and Sterling prevailing on the day prior to relevant Handover Date. However, the aggregate purchase price for the Properties will be the Sterling equivalent of 19,190,000 on completion of the Acquisition. Please refer to paragraphs 9.6 to 9.9 of Part X Additional Information for further details of the Purchase Agreements under which the Properties are to be acquired. The Directors intend to raise gross proceeds of up to 9,000,000 through the Offer, plus up to a further 9,000,000 of gross proceeds pursuant to the Over-Allotment Facility in the event that the Offer is over-subscribed. The net costs and expenses payable in connection with the Acquisition (including stamp duty) of approximately 1,320,000 and the net costs and expenses of the Offer of approximately 65,000 will be paid by the Company out of its existing cash resources. The Directors believe that the value of the Properties can be enhanced by obtaining or improving planning permission to: (i) allow for structural alterations of or additions to 47

51 certain buildings; (ii) vary the number of units of accommodation; (iii) change the use of part or all of the relevant Property; (iv) demolish part or all of certain buildings; and/or (v) rebuild. The costs and expenses payable in connection with obtaining the relevant planning consents will be paid by the Company out of its existing cash resources. Further details are set out in Part III of this Document. The Board believes opportunities exist for the Company to acquire further properties, whether for cash or in exchange for Ordinary Shares. In the short to medium term, the Company will focus on properties (including greenfield or brownfield sites) that are suitable for residential development. While the Company intends to mainly invest in or acquire properties in Germany, it will also, if appropriate opportunities are identified, make investments in or acquire residential, commercial and industrial real estate or infrastructure projects in other OECD Member Countries, where the Board considers such investments or acquisitions will enhance the value of the Company. Where the Board considers it appropriate to do so, the Company may participate in joint ventures or acquire minority interests where such an approach enables the Company to gain access to assets, properties or projects which the Company would not otherwise be able to acquire on a wholly-owned basis. The Group has extensive industry contacts and knowledge and, as a result, is well placed to continue to identify and make acquisitions in accordance with its strategy. The Group may also have access to readily available capital in the form of the net proceeds of the Offer which could be deployed quickly to respond to opportunities. The Company has prepared interim financial statements for the nine-month period ended 31 December 2016, and these are set out in full in Part VIII. 2. REVERSE TAKEOVER Given the size of the Acquisition, and the relatively modest size of the Company, the acquisition of the Properties, both individually and collectively, represents a Reverse Takeover under the Listing Rules and, as a consequence, the Company's existing listing on the standard segment of the Official List was initially suspended on 28 March 2017, then cancelled at 8 a.m.on 15 June 2017, and application has been made for that listing to be restored on satisfaction of the Conditions, which is anticipated to take place at 8 a.m. on 15 June THE DIRECTORS AND MANAGEMENT TEAM The Directors The Company has three Directors, two of whom are currently non-executive directors and one of whom is an executive director, further details of which are set out below. 48

52 Nicholas Walton Hofgren (Executive Director) Mr. Hofgren is a British and US citizen. He has experience in securities, real estate and private equity. He started his career by joining the launch of an investment bank in Miami and Lima. There, he restructured eleven companies over five years in the FMCG, transportation, communications and manufacturing sectors. Later he was hired by Bank of America to develop a new business raising private equity and real estate funds, which was later sold to JP Morgan (then, Chase Manhattan). He was later involved with a number of financial services businesses which included freight stock leasing, property development and eventually led to the selling of the oldest Russian hedge fund. He fulfilled the role of CIO of Immo Industry Group in 2008 where he was involved in the formation of private funds and the building of logistics facilities for leading companies across Europe. He was also involved with the building of new logistics facilities for leading companies across Europe. Later he served as a partner of Tangent Ventures. Mr. Hofgren has been a board member of Prince Street Group fund entities from 2010 to date and TLG Africa Limited from He is a founder in Westly House, which secured the sale of a wind farm and also funded the first Russian mezzanine fund. Mr. Hofgren is currently a board member of GFG, GFG Fund PCC Limited, GFG Property Fund Limited and several underlying subsidiaries. Graeme Scott Johnson (Non-Executive Director) Mr. Johnson acts as an investor and adviser with regard to substantial private equity opportunities and is a member of the board of directors of the Quebec City Conference (QCC) which brings together leading sovereign wealth and pension funds with family offices from all over the world by invitation only. Mr. Johnson is president of Granite & Pine Investments, a private investment company based in Montreal and active globally. He is also founder and CEO of Armenian Gas and Power Enterprises Incorporated, a director of Mint Corporation (traded on the Toronto Stock Exchange), which provides affordable financial payment services to the indigent labourers in the Persian Gulf region and co-founder and director of Cartesian ILS Fund Portfolio Management, a fund regulated by Luxembourg s Commission de Surveillance du Secteur Financier ( CSSF ) which invests into a portfolio of reinsurance contracts to help protect against climate change. Mr. Johnson was also previously Head of Private Equity for the Deutsche Bank Group in Europe, Middle East and Africa and served as a member of the management committee of the private investment office of the Princely Family of Liechtenstein. Nigel Brent Fitzpatrick MBE (Non-Executive Director) Mr. Fitzpatrick has over 20 years' experience as a corporate finance consultant. In the last 15 years he has been instrumental in advising a number of companies on their acquisitions, funding and subsequent flotations. Mr. Fitzpatrick was Chairman of Global Marine Energy plc, a listed oil services company. He is currently Chairman of RiskAlliance Group plc, Aboyne-Clyde Rubber Estates of Ceylon Limited and Path Investments plc. He is a member of the Audit Committee Institute. In the Queen's Birthday Honours List 2012, Mr. Fitzpatrick was awarded an MBE for services to education. 49

53 Management Team Following Admission, the Company expects to hire a management team which the Directors believe will be suitably experienced to provide the Group with the services it requires to establish itself as a German property investment and development company. Currently, the Company has one executive director and following the Acquisition, intends to recruit further resources as the Company develops. The costs of these appointments will be absorbed out of the Company's current cash resources. In the short term the Company's intention is to establish an office in Germany and to recruit staff or engage contractors to cover oversight of the planning and development process and general administration. Accounting, surveying, quantity surveying, architect services, sales and construction works for the Properties are expected to be sub-contracted, as appropriate, in accordance with industry practise, such that the vast majority of staff employed in connection with the activities of the Company will be engaged by the appointed subcontractors. Following the Acquisition the Board will devote more of their time to the Company, and intend to appoint a full time executive with responsibility for the Properties, with appropriate experience and track record in the property investment, management and development sector. 4. THE PROPERTIES The Company has established four limited partnerships in Germany, each of which is ultimately wholly owned by the Company, being the Acquisition Vehicles. Each Acquisition Vehicle has contracted to acquire a property in Germany (conditional, inter alia, in each case on admission of the Consideration Shares), following which, the relevant Property will be the sole asset of the relevant Acquisition Vehicle. The consideration for the acquisition of the Properties will be satisfied by the issue of Consideration Shares, which will be issued and allotted to the vendors of the Properties (or as they shall direct) at a price of 17 pence per Consideration Share. If no or limited funds are raised under the Offer, the Company expects to utilise its existing cash resources to secure appropriate planning consents for the Properties, and thereafter dispose of them. Accordingly, the Acquisition is not conditional on the outcome of the Offer and the completion of each Purchase Agreement is not conditional on the completion of the other Purchase Agreements. Further details of each Property are as follows: 4.1 The Berchtesgaden Property A former hotel in Berchtesgaden, a municipality in the German Bavarian Alps. The property consists of two parcels. The parcels are connected and have a total area of 1,990 m2. The property is a building complex consisting of four building parts with one to three storeys and 17 parking spaces (including two garage parking spaces). The 50

54 building complex was built in the year Currently, the subject property is let to a hotel operator and various commercial tenants. Current plans are to refurbish the whole building complex. The plans include conversion of the building complex into 13 residential apartments with a total sellable area of 1,248 m2 and seven retail units as well as one restaurant with a total area of 1,100 m2. The market value of the Berchtesgaden Property (as set out in the Valuation Report) is 4,110,000. The Berchtesgaden SPV has agreed terms to purchase the Berchtesgaden Property at a price of 4,110,000, with such consideration to be satisfied by the issue of Consideration Shares at a price of 17 pence per Consideration Share pursuant to the Berchtesgaden Purchase Agreement entered into on 7 April 2017, further details of which are set out in paragraph 9.6 of Part X; 4.2 The Bamberg Property A property in Bamberg, a city in Bavaria located in Upper Franconia on the river Regnitz. The property consists of two parcels. The parcels are connected and have a total area of 770 m2. The property is a building complex consisting of three building parts with one to three storeys and a partly extended top floor. The building complex was built in the year Currently, the property is in poor condition and in need of repair and is therefore vacant. There are no parking spaces on site. Existing plans are to convert and refurbish the whole building complex and add another building part on the river side of the property. Current plans are to refurbish the commercial areas (first two floors) at the front side of the building and to refurbish and convert the rest of the building parts into condominiums. There are also plans to demolish the eastern rear building part and add another building part on the open space at the river side of the property. Following completion of such construction there would be a total of three building parts with 16 residential apartments with a total sellable area of 1,516 m2 and two commercial units with a total area of 286 m2. The market value of the Bamberg Property (as set out in the Valuation Report) is 2,950,000. The Bamberg SPV has agreed terms to purchase the Bamberg Property at a price of 2,950,000, with such consideration to be satisfied by the issue of Consideration Shares at a price of 17 pence per Consideration Share pursuant to the Bamberg Purchase Agreement entered into on 7 April 2017, further details of which are set out in paragraph 9.7 of Part X; 4.3 The Haag Property A former guest house in Haag in Oberbayern, a municipality in the district of Mühldorf in Bavaria. The property consists of one parcel and has a total area of 1,090 m2. The property is a building complex with two storeys and an inner courtyard as well as an oriel on the front side. The building complex was built in the year There are no parking spaces on the site. Currently, the property is vacant. Current plans are to refurbish the whole building complex and to convert the building complex into 18 condominiums with a total sellable area of 1,587 m2. The market value of the Haag Property (as set out in the Valuation Report) is 2,230,000. The Haag SPV has agreed terms to purchase the Haag Property at a price of 2,230,000, which such consideration to be satisfied by the issue of Consideration Shares at a price of 17 pence per Consideration Share pursuant to the Haag Purchase Agreement entered into on 7 April 2017, further details of which are set out in paragraph 9.8 of Part X; and 51

55 4.4 The Hanau Property A property in Hanau, a market town located in the federal state of Hesse, approximately 28km east of Frankfurt. The property consists of seven parcels with a total area of 16,437 m2. The parcels are only separated by a street and roads for the development of the property. The property is a building complex consisting of thirteen residential buildings with two to three storeys and a partly extended top floor. The property has 21 garage parking spaces. The building complex was built in the year Most apartments are currently vacant. Only 27 of the 164 apartments are rented. The buildings are currently in a below average to a poor state of repair. Current plans are to convert and refurbish the whole building complex into 164 residential apartments with a total sellable area of 9,471 m2 and create 143 further exterior parking spaces on site. The market value of the Hanau Property (as set out in the Valuation Report) is 9,900,000. The Hanau SPV has agreed terms to purchase the Hanau Property at a price of 9,900,000, with such consideration to be satisfied by the issue of Consideration Shares at a price of 17 pence per Consideration Share pursuant to the Hanau Purchase Agreement entered into on 7 April 2017, further details of which are set out in paragraph 9.9 of Part X. The Properties have recently been independently valued by Jones Lang LaSalle GmbH as having a market value of 19,190,000 in aggregate. The aggregate purchase price for the Properties is 19,190,000, which shall be satisfied by the issue and allotment of Consideration Shares. The precise number of Consideration Shares will be determined on the basis of an issue price of 17 pence per Consideration Share by reference to the exchange rate between Sterling and Euro prevailing on the close of business the day prior to the relevant Handover Date. The Company has obtained Shareholder authority to allot up to 117,647,059 Consideration Shares pursuant to the Resolutions. The Properties are currently largely unoccupied. The Directors believe that the value of the Properties can be enhanced by obtaining or improving planning permission to: (i) allow for structural alterations of or additions to certain buildings; (ii) vary the number of units of accommodation; (iii) change the use of part or all of the relevant Property; (iv) demolish part or all of certain buildings; and/or (v) rebuild. The cost of obtaining such consents vary, but are expected to be in a range of 0.4% to 1% of the total building costs, per Property. On this basis, the maximum cost for obtaining planning permission is expected to be 181,958 in total and per Property as follows: 109,101 in respect of the Hanau Property; 28,683 in respect of the Berchtesgaden Property; 25,130 in respect of the Bamberg Property; and 19,044 in respect of the Haag Property. Obtaining the relevant planning consent normally takes approximately six months to three years, and will be funded from the Company's existing cash resources. 52

56 The estimated building costs for the Properties are expected to be 18,195,836 in total. Estimated building costs per Property are as follows: 2,513,000 in respect of the Bamberg Property; 2,868,336 in respect of the Berchtesgaden Property; 1,904,400 in respect of the Haag Property; and 10,910,100 in respect of the Hanau Property. The total site area of the Properties is 20,287 m2 and the total saleable area of the Properties is 15,208 m2. Based on current projections, the aggregate net sale value after construction completion of the Properties is 48,010,000. The net sale value after construction completion per Property is as follows: 2,513,000 in respect of the Bamberg Property; 7,050,000 in respect of the Bamberg Property; 9,010,000 in respect of the Berchtesgaden Property; 5,360,000 in respect of the Haag Property; and 26,590,000 in respect of the Hanau Property. (Source: Jones Lang LaSalle GmbH) The Company's focus for the next 12 months will be to obtain and/or improve planning permission on the Properties and identify potential acquisitions in accordance with its strategy. Upon obtaining planning permission on the Properties and before undertaking any works, the Board, having due regard to prevailing market conditions and the financial condition of the Company, will consider: engaging professional third party advisers (including but not limited to, technical consultants, financial and legal advisers and valuation and insurance experts) to provide a detailed analysis of the development cost calculations and any updated macro analysis that may be necessary for any further development of the Properties. Such third party advisers would be expected to conduct all appropriate due diligence to provide an independent review of the key aspects and risks associated with the potential development of the Properties, providing comfort as to the level of risk mitigation and the future performance of any development; evaluating the sale of units within the Properties off-plan (pre-construction). Following the final closing of the Offer and after 12 months (and having obtained the relevant planning consents), the Board, having due regard to the aforementioned analysis, prevailing market conditions and the financial condition of the Company, will consider further development of the Properties and, if so, prior to commencing any 53

57 building works, the Company may enter into agreements with a reputable construction company and seek to obtain the benefit of market standard contractual covenants, representations and warranties. Any further development (including building works) is expected to be funded (in whole or in part) by: (i) the net proceeds of the Offer; or (ii) raising additional capital from the market through a further offer of Ordinary Shares; or (iii) a credit facility obtained from senior or subordinated lenders; or (iv) entering into a joint venture with reputable, experienced and financially robust equity investors and/or developers, as appropriate; or (v) forward sale of units within the Properties; or (vi) a combination thereof; Having obtained the relevant planning consents, it is the current intention of the Board to (i) sell the Properties; or (ii) sell the Properties upon conducting a detailed independent analysis; or (iii) partially develop the Properties by undertaking limited building works prior to any sale; or (iv) fully develop the Properties and sell the units; provided always that the Company may dispose of any of the Properties at any time (with or without planning consents), should an appropriate opportunity arise where, in the opinion of the Board, such disposal would enhance the value of the Company or the Company decides not to proceed with the development of the Property or Properties. It is not the current intention of the Board to rent out the Properties. 5. STRUCTURE Structure of the Group upon Admission will be as follows: 54

58 6. DIVIDEND POLICY The Company is primarily seeking to achieve capital growth for its Shareholders. Accordingly, the Directors do not anticipate paying a dividend in the foreseeable future. However, in the long term the Directors will consider a dividend policy and the payment of dividends to Shareholders, as and when the Directors consider appropriate. 55

59 PART III THE OFFER DESCRIPTION OF THE OFFER The Company proposes to raise an aggregate amount of approximately 9,000,000 (before fees and expenses) through the issue of Ordinary Shares pursuant to the Offer, plus an additional gross amount of up to 9,000,000 pursuant to the Over-Allotment Facility in the event that the Offer is over-subscribed. Net of cash expenses (expected to be approximately 65,000, including VAT), the proceeds of the Offer, assuming full subscription and excluding the Over-Allotment Facility, will be approximately 8,935,000. The Offer is conditional on the admission of the Existing Ordinary Shares to the standard segment of the Official List and to trading on the Main Market of the London Stock Exchange. The timing of the issue of Ordinary Shares pursuant to the Offer will be announced through a RIS, together with the number of shares issued and the amount of proceeds raised. The Company expects to apply the net proceeds of the Offer as described in paragraph 0 of this Part III, and in pursuit of the business strategy set out in, Part II. The Terms and Conditions set out in Part XIII of this Document and the accompanying Application Form apply to applications for Ordinary Shares under the Offer. There is no minimum subscription for the Offer. If the Offer is oversubscribed, the maximum subscription may be increased at the discretion of the Board in accordance with the Over- Allotment Facility. SELLING AND TRANSFER RESTRICTIONS Certain restrictions that apply to the distribution of this Document and the Offer, issue and sale of Ordinary Shares are described above and in the sections headed Notice to US Shareholders and Shareholders in certain restricted jurisdictions and Notice to EEA Shareholders on pages 38 and 39 of this Document. WITHDRAWAL RIGHTS If the Company is required to publish any supplementary prospectus under FSMA, investors who have applied for Ordinary Shares under the Offer will have at least two clear Business Days following publication of the relevant supplementary prospectus to withdraw their application to acquire Ordinary Shares in its entirety. The right to withdraw an application to subscribe for Ordinary Shares in these circumstances will be available to all investors. If an application to acquire Ordinary Shares under the Offer is not withdrawn within the stipulated period, such application will remain valid and binding. Details of how to withdraw an application will be set out in the relevant supplementary prospectus. FURTHER TERMS Further details in respect of the Offer are set out in Part XIII of this Document. 56

60 USE OF PROCEEDS OF THE OFFER The Directors intend to use the proceeds of the Offer to fund (in whole or in part) the development (including building works) in respect of the Properties and fund the acquisition and development of additional properties and assets and for other general corporate purposes. The Company proposes to raise gross proceeds of up to 9,000,000 through the Offer. The estimated net proceeds of the issue of Offer Ordinary Shares, assuming the Offer is fully subscribed (but ignoring the Over-Allotment Facility), are approximately 8,935,000 and are expected to be applied as follows: Development (including building works) in respect of the Properties Up to 200,000 will be used to fund the costs and expenses payable in connection with engaging professional third party advisers to provide an updated, independent and detailed analysis of: (i) the development cost calculations in relation to the Properties, (ii) the key aspects and risks associated with the potential development of the Properties, (iii) the sale of units within the Properties off-plan (pre-construction), and (iv) the macroeconomic conditions that may be necessary for any further development of the Properties. Following the final closing of the Offer and after 12 months (and having obtained the relevant planning consents), the Board, having due regard to the aforementioned analysis, prevailing market conditions and the financial condition of the Company, will consider further development of the Properties. In the event of a decision of the Board to proceed with any such further development, approximately 2,400,000 may be used to fund the partial development of the Properties by undertaking limited building works. The estimated building costs for the Properties is expected to be 18,195,836 in total. In the event of a decision of the Board to proceed with any full development of the Properties, the remaining development (including all associated building works), subject to market conditions, is expected to be funded (in whole or in part) by: (i) raising additional capital from the market through a further offer of Ordinary Shares; or (ii) a credit facility obtained from senior or subordinated lenders; or (iii) entering into a joint venture with reputable, experienced and financially robust equity investors and/or developers, as appropriate; or (iv) forward sale of units within the Properties; or (v) a combination thereof. Acquisition and development of additional properties and assets and other general corporate purposes Up to 6,335,000 will be used in funding the acquisition and development of additional properties and assets and for other general corporate purposes. The Board believes opportunities may exist for the Company to acquire further properties and assets in exchange for Ordinary Shares in a manner similar to the Acquisition. It is the current intention of the Board to use part of the available balance of the proceeds of the Offer to pay for the net costs and expenses payable in connection with future acquisitions (including any stamp duty payable). The Company will, if appropriate opportunities are identified, use part of the 57

61 available balance of the proceeds of the Offer to acquire further properties and assets for cash, in accordance with its strategy. Where the net proceeds of the Offer are less than approximately 8,935,000, the figures stated above will be adjusted pro rata. In the event that the Board determine that insufficient funds are raised under the Offer, the costs and expenses payable in connection with conducting the aforementioned analysis are expected to be paid by the Company out of its existing cash resources. The Company's existing cash resources as at the date of this Document are approximately 2,860,000 and will be used to fund, inter alia, (i) the net costs and expenses payable in connection with the Acquisition (including stamp duty payable) of approximately 1,320,000, (ii) the net costs of the Offer of approximately 65,000, (iii) the ongoing running, administration and compliance costs of the Company of approximately 630,000 for the next 12 months and (iv) the obtaining and/or improving of the planning permission in respect of the Properties. The cost of obtaining planning permissions vary, but typically is expected to be in a range of 0.4% to 1% of the total building costs per Property. On this basis, the maximum cost for obtaining planning permission for the Properties is expected to be 181,958 in total. The Company has adequate cash resources to fund the costs of the Acquisition and Offer, fund the obtaining and/or improving of planning permission in respect of the Properties and fund its ongoing running costs for at least 12 months from the date of this Document and, as such, is not dependent on the proceeds of the Offer for such purposes. 58

62 PART IV OPERATING AND FINANCIAL REVIEW The following operating and financial review contains financial information that has been extracted or derived without material adjustment from the Company's audited financial information for the financial years ended 31 March 2014, 31 March 2015 and 31 March 2016 and the Company's unaudited interim financial information for the six months ended 30 September 2015 and 30 September 2016, as incorporated by reference in Part V of this Document. The following discussion should be read in conjunction with the other information in this Document. This discussion contains forward looking statements, which, although based on assumptions that the Directors consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those expressed or implied by the forward looking statements. Investors should ensure that they read the section entitled Important Information, Etc. 1. OVERVIEW The Company was incorporated in December 2011 for the purpose of undertaking acquisitions. Initial gross proceeds of 1,547,857 were raised on listing, and in October 2016 further gross proceeds of 2,477, were raised by means of share subscriptions from a number of new investors under the Subscription Agreements. Except in connection with the Company s ongoing operation costs, the initial admission of its ordinary share capital to the Standard Listing and to trading on the main market for listed securities of the London Stock Exchange, as completed in October 2012, and the investigation of potential targets for acquisition, together with work carried out in connection with the preparation of this Document (including the Offer) and the payment of fees and expenses in connection with the aforementioned matters (Company Activities), the Company has not, to date, traded nor carried out any business activities. 2. COMPARABILITY OF HISTORICAL FINANCIAL INFORMATION The Company has since its inception, including in respect of the financial information incorporated by reference as noted in Part V of this Document, prepared its financial statements in accordance with International Financial Reporting Standards as adopted by the European Union. 3. SIGNIFICANT FACTORS AFFECTING RESULTS OF OPERATIONS Except for the Company Activities, the Company has not carried out any business activities since its incorporation. The principal factors that have affected the Company s financial condition during the period under review have been the following: the availability of potential acquisition targets matching the Company s business plan and proposed acquisition strategy, together with the feasibility of acquiring any such targets; and 59

63 the preparation of this Document and work in connection with fundraising, including costs and expenses connected with the same, together with the time expended by the Directors on such matters. The principal factors that the Company expects will affect the Company s results of operations and financial condition in the future, include the following: the impact of any acquisition; and the ability of the Company to fulfil its strategy as set out in Part II of this Document. Certain risks and other factors which may affect the business of the Company, including in connection with any acquisition, are discussed on pages 17 to 31 under the heading: Risk Factors. 4. RESULTS OF OPERATIONS 4.1 General Given the nature of the Company s business and its early stage status, its financial position has been driven mainly by due diligence costs and professional fees and expenses connected to the investigation of a potential acquisition, and ongoing company running costs and administrative costs. 4.2 Comparison of historical periods As the Company is not trading (except for the Company Activities) and has not engaged in investment activities or any fundraisings during the period under review, its results for the years ended 31 March 2016, 31 March 2015 and 31 March 2014 have largely been driven by the cost of the Company Activities, as discussed further at paragraph 5.1 below. 5. LIQUIDITY AND CAPITAL RESOURCES 5.1 Capital resources and cash flows The Company s capital resources comprise its share capital and reserves. In the period ended 31 March 2016, cash outflows from Company Activities totalled 68,437, compared to 78,311 for the year ended 31 March 2015 and 127,622 for the year ended 31 March 2014 and the six months ended 30 September 2015 and 30 September The variation in costs reflects differences in preparatory work and due diligence exercises in relation to a potential acquisition year-on-year. On 3 October 2016 the Company issued 16,517,778 Ordinary Shares and was in receipt of gross proceeds of 2,477, and net proceeds of 2,417, No dividends on Ordinary Shares or other cash outflows arose during the period. 60

64 5.2 Commitments and contractual obligations The Company did not have any contingent liabilities as at 30 September The Company does not forecast any restrictions on its ability to meet financial commitments as they fall due. 6. CAPITALISATION AND INDEBTEDNESS The following tables show the Company s (i) capitalisation as at 31 December 2016; and (ii) indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness), as at 31 March Capitalisation Shareholders equity Share capital 616,115 Share premium 3,376,928 Retained earnings (741,297) Total capitalisation 3,251,746 The above information has been extracted without material adjustment from the unaudited accounting records of the Company for the nine months ended 31 December There has been no material change to the Company's capitalisation since 31 December Indebtedness secured v unsecured Total current debt Guaranteed Secured Unguaranteed / unsecured Total non-current debt Guaranteed Secured Unguaranteed / unsecured Net financial indebtedness Nil Nil Nil Nil Nil Nil Nil Nil Nil The above information has been extracted without material adjustment from the unaudited accounting records of the Company as at 31 March

65 The Company had no indirect or contingent indebtedness during the period disclosed above. 7. BALANCE SHEET The following table summarises the Company s audited financial position as at 31 March 2016, 31 March 2015 and 31 March 2014 and unaudited financial position as at 30 September 2015 and 30 September 2016: As at 31 March March March September September 2016 Cash and cash equivalents 1,162,011 1,251,614 1,318,730 1,184,359 1,102,856 Current assets 1,162,011 1,251,614 1,318,730 1,184,359 1,102,856 Current liabilities (11,500) (33,257) (23,250) (650) (600) Share capital 285, , , , ,760 Shareholders equity / Net assets 1,150,511 1,218,087 1,295,480 1,183,709 1,102,256 Cash and cash equivalents consist of cash balances at bank. The Company did not have during the financial years ended 31 March 2016, 31 March 2015 or 31 March 2014 and for the six months ended 30 September 2015 and 30 September 2016, any intangible assets or property, plant or equipment. 8. DISCLOSURE ABOUT MARKET RISK 8.1 Financial risk management and financial instruments The Company does not have any financial instruments in issue, nor, other than cash at bank, has it any deposits or borrowings. Accordingly, the Directors believe that the Company is not currently exposed to significant interest and/or credit risks arising from financial instruments. 62

66 8.2 Foreign currency risk The Company s functional currency and the currency presented in its accounts is pounds sterling only, and the Company does not use foreign exchange contracts to hedge its currency risk. 8.3 Credit risk The Company, except to the extent set out above, is currently non-trading. 8.4 Interest rate risk The Company s interest rate risk is currently limited to interest receivable on bank balances and various bank deposits (as it has no borrowings). The Company s policy is to keep its cash, whenever possible, in interest bearing accounts with its banking institutions. The Company periodically monitors the interest rates offered and is satisfied with the credit ratings of its banking providers. The world banking environment currently is such that interest rates offered are at near historic lows. 9. OFF-BALANCE SHEET ARRANGEMENTS The Company has not entered into, nor is it party to, any off-balance sheet arrangements. 10. CRITICAL ACCOUNTING POLICIES Given the Company s operational and trading history to date is limited, as outlined above, the Directors do not consider as at the date of this Document that there are particular IFRS accounting policies in the Institutional Financial Reporting Standards that are critical to the Company s business operations and the understanding of its results. 11. RECENT DEVELOPMENTS Save in respect of the proposed Acquisition and the issue of the Consideration Shares, and the issue of 16,517,778 Ordinary Shares at 15p per Ordinary Share in October 2016, there have been no other significant events since 30 September

67 PART V HISTORICAL FINANCIAL INFORMATION ON THE COMPANY Audited financial information on the Company is published in the annual reports for the years ended 31 March 2014, 31 March 2015 and 31 March 2016 and the unaudited financial information is published in the interim reports for the six month period ended 30 September 2015 and 30 September 2016 and are expressly incorporated by reference into this Document as detailed in Part V. The annual reports referred to above were audited by Grant Thornton UK LLP then of The Explorer Building, Fleming Way, Manor Royal, Gatwick, RH10 9GT. All reports were without qualification and contained no statements under section 498(2) or (3) of CA 2006 and were prepared in accordance with International Financial Reporting Standards and are being incorporated by reference. The current auditors of the Company are Grant Thornton UK LLP now located at 2nd Floor, St. John's House, Haslett Avenue West, Crawley, West Sussex, RH10 1HS. The reports incorporated by reference, all of which have been filed with the companies registrar as required under CA 2006 and previously published as required by the Listing Rules, are available on the Company s website at 64

68 PART VI UNAUDITED PRO FORMA FINANCIAL INFORMATION A. ACCOUNTANT S REPORT ON THE PRO FORMA FINANCIAL INFORMATION 65

69 Transaction Advisory Services The Directors Vordere plc 3rd Floor St. James's Square London SW1Y 4LB Grant Thornton UK LLP Gatwick Office 2nd Floor St John's House Haslett Avenue West Crawley West Sussex RH10 1HS T +44 (0) F +44 (0) grantthornton.co.uk 9 June 2017 Dear Sirs Vordere plc (the Company) and its Subsidiary Undertakings (together the Group ) - Report On Pro Forma Financial Information We report on the pro forma financial information (the Pro Forma Financial Information) set out in Part VI B of the Company's prospectus dated 9 June 2017 (the Prospectus), which has been prepared on the basis described in Notes 1 to 7 to the Pro Forma Financial Information, for illustrative purposes only, to provide information about how the Acquisitions and the Offer (in each case as defined in the Prospectus) might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the interim financial statements for the nine months ended 31 December 2016 as set out in Part VIII. This report is required by item 7 of Annex II to Appendix 3 of the Financial Conduct Authority's Prospectus Rules (the Prospectus Rules) and is given for the purpose of complying with that item 7 of Annex II to Appendix 3 of the Prospectus Rules and for no other purpose. Responsibilities It is the responsibility of the directors of the Company (the Directors) to prepare the Pro Forma Financial Information in accordance with items 1-6 of Annex II to Appendix 3 of the Prospectus Rules. It is our responsibility to form an opinion, as required by item 7 of Annex II to Appendix 3 of the Prospectus Rules, as to the proper compilation of the Pro Forma Financial Information and to report that opinion to you. 66

70 Save for any responsibility arising under Prospectus Rule 5.5.3R(2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 20.2 of Annex I to Appendix 3 of the Prospectus Rules, consenting to its inclusion in the Prospectus. In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro Forma Financial Information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue. Basis Of Opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices 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 primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the Directors. We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Group. Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices. Opinion In our opinion: (a) (b) the Pro Forma Financial Information has been properly compiled on the basis stated; and such basis is consistent with the accounting policies of the Group. 67

71 Declaration For the purposes of Prospectus Rule5.5.3R(2)(f) we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with item 1.2 of Annex I to Appendix 3 of the Prospectus Rules. Yours faithfully GRANT THORNTON UK LLP 68

72 B. UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP Set out below is the unaudited pro forma statement of net assets of the Company as at 31 December The pro forma financial information is presented as at 31 December 2016 which is the most recent date for which financial information is published in Part VIII of this Document. The unaudited pro forma statement of net assets of the Group has been prepared for the purpose of illustrating the effect of the subscription for 9,000,000 of Offer Ordinary Shares, the net proceeds of the Offer, the acquisition of Properties on the Group s net assets as if those transactions had taken place on 31 December The unaudited pro forma statement of net assets of the Group has been prepared for illustrative purposes only. Due to its nature, the statement may not represent the Group s actual financial position or results. The unaudited pro forma statement of net assets has been compiled on the basis set out in the notes below, for illustrative purposes only, to provide information about how these transactions might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the financial information for the period ended 31 December 2016, and in accordance with the requirements of paragraph 20.2 of Annex I of the Prospectus Directive Regulation. Property acquisitions Berchtesgaden Noncurrent assets Historical net assets at 31 Dec 2016 Net proceeds from the Offer Bamberg Haag Hanau Pro forma consolidated net assets at 31 Dec Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 7 Property - - 2,871 3,970 2,189 9,678 18,708 Current assets Cash 3,252 8,935 (198) (246) (168) (706) 10,869 NET ASSETS 3,252 8,935 2,673 3,724 2,021 8,972 29,577 The unaudited pro forma financial information is prepared on the basis set out in the notes below: 1. The net assets of the Company have been extracted from interim financial information set out in Part VIII of this Document. As at 31 December 2016, the net assets of the Company amounted to 3,252,000 representing the issued share capital of the Company, comprised of Ordinary Shares with an aggregate nominal value of 616,000 (having a nominal value of 0.02 per share), share premium account of 3,377,000 less retained losses of 741,000. On 3 October 2016, the Company received cash subscriptions for 16,517,778 69

73 Ordinary Shares pursuant to the Subscription Agreements raising gross proceeds of 2,477, and net proceeds of 2,417, This adjustment represents the receipt of the net proceeds of the Offer (excluding the Over- Allotment Facility). This represents gross proceeds of the Offer Ordinary Shares of 9,000,000 and net proceeds of 8,935,000 after estimated transaction costs of 65,000 in respect of the Offer. The listing fees have been calculated on the basis that all Offer Ordinary Shares (including under the Over-Allotment Facility) and the Consideration Share are issued. 3. This adjustment reflects the acquisition of the Bamberg Property with a market value of 2,950,000 ( 2,513,000), as detailed in the Valuation Report set out in Part VII of this Document, satisfied by the issue of Consideration Shares, plus net costs of the acquisition including taxes of 228,000 ( 198,000) due on purchase by Vordere Bamberg I GmbH & Co KG, Germany, a wholly owned subsidiary of the Company. The Bamberg Property is to be purchased at a price of 2,950,000, with such consideration to be satisfied by the issue of Consideration Shares at a price of 17 pence per share pursuant to the Bamberg Purchase Agreement. Additional costs related to the acquisition are 184,000 ( 160,000) and will be satisfied by the issue of Ordinary Shares at a price of 17 pence per share. An exchange rate of to 1.00 has been adopted for the purposes of this pro forma. 4. This adjustment reflects the acquisition of the Berchtesgaden Property with a market value of 4,110,000 ( 3,501,000), as detailed in the Valuation Report set out in Part VII of this Document, satisfied by the issue of Consideration Shares, plus net costs of the acquisition including taxes of 283,000 ( 246,000) due on purchase by Vordere Berchtesgaden I GmbH & Co KG, Germany, a wholly owned subsidiary of the Company. The Berchtesgaden Property is to be purchased at a price of 4,110,000, with such consideration to be satisfied by the issue of Consideration Shares at a price of 17 pence per share pursuant to the Berchtesgaden Purchase Agreement. Additional costs related to the acquisition are 256,000 ( 223,000) and will be satisfied by the issue of Ordinary Shares at a price of 17 pence per share. An exchange rate of to 1.00 has been adopted for the purposes of this pro forma. 5. This adjustment reflects the acquisition of the Haag Property with a market value of 2,230,000 ( 1,899,000), as detailed in the Valuation Report set out in Part VII of this Document, satisfied by the issue of Consideration Shares, plus net costs of the acquisition including taxes of 193,000 ( 168,000) due on purchase by Vordere Haag I GmbH & Co KG, Germany, a wholly owned subsidiary of the Company. The Haag Property is to be purchased at a price of 2,230,000, with such consideration to be satisfied by the issue of Consideration Shares at a price of 17 pence per share pursuant to the Haag Purchase Agreement. Additional costs related to the acquisition are 140,000 ( 122,000) and will be satisfied by the issue of Ordinary Shares at a price of 17 pence per share. An exchange rate of to 1.00 has been adopted for the purposes of this pro forma. 6. This adjustment reflects the acquisition of the Hanau Property with a market value of 9,900,000 ( 8,434,000) as detailed in the Valuation Report set out in Part VII of this Document, satisfied by the issue of Consideration Shares, plus net costs of the acquisition including taxes of 812,000 ( 706,000) due on purchase by Vordere Hanau I GmbH & Co 70

74 KG, Germany, a wholly owned subsidiary of the Company. The Hanau Property is to be purchased at a price of 9,900,000, with such consideration to be satisfied by the issue of Consideration Shares at a price of 17 pence per share pursuant to the Hanau Purchase Agreement. Additional costs related to the acquisition are 618,000 ( 538,000) and will be satisfied by the issue of Ordinary Shares at a price of 17 pence per share. An exchange rate of to 1.00 has been adopted for the purposes of this pro forma. 7. No account has been taken of trading since 31 December 2016, nor of any events save as disclosed above. 71

75 PART VII INDEPENDENT VALUATION REPORT ON THE PROPERTIES 72

76 Valuation Letter Four investment properties in South Germany, for Vordere plc This valuation letter (the Report ) has been prepared by Jones Lang LaSalle SE (hereinafter JLL ) in accordance with the International Standards for the Valuation of Real Estate for Investment Purposes ( International Valuation Standards ), the Valuation Standards of the Royal Institution of Chartered Surveyors ( Red Book ) and the International Financial Reporting Standards (IFRS) following the completion of our assessment of Market Value (as defined in Section 1.8 below). The calculation of the Market Value as at the valuation date of 24 February 2017 has been carried out by JLL for the four investment properties described in this Report (the Portfolio or the Properties )) for Vordere plc (hereinafter the Client )). The Portfolio consists of four non-refurbished properties. The tenure of each property is freehold. After the construction is completed, the Portfolio will consist of 211 residential units, 9 commercial units (in mixed-use buildings) and 181 garages/external car parking spaces with a total saleable area of around 15,208 m². The Properties are located in the four cities of Berchtesgaden, Haag, Bamberg and Hanau, in southern Germany as shown on the map in Section 2.1 below. The total site area of the Portfolio amounts to 20,287 m². Further details of the Portfolio are set forth in Section 2 below. Client Vordere plc 3 rd Floor, St James s Square London SW1Y 4LB United Kingdom Valuer Jones Lang LaSalle SE Wilhelm-Leuschner-Straße Frankfurt Germany Date of Valuation: 24 February 2017 Date of Valuation Letter: 9 June Jones Lang LaSalle SE International Real Estate Consultants Frankfurt/Main Local Court Frankfurt/Main, HRB no Certified according to ISO 9001 CEO Germany: Timo Tschammler

77 Summary of Valuation Results JLL is of the opinion that the aggregate of the Market Value of the Portfolio, based on the information provided by the Owners (as defined in Section 1 below), and subject to the assumptions and comments detailed in Section 4 below, as at the effective date of valuation, 24 February 2017, was as follows: 19,190,000 (NINETEEN MILLION ONE HUNDRED NINETY THOUSAND EUROS) The above figure represents the aggregate of the individual property Market Values and is understood as the value without regard to costs of purchase, such as legal costs and agent s fees and where applicable land transfer tax, normally incurred by the purchaser. No allowance has been made for any expenses of realisation or for taxation and it does not reflect any addition or reduction on the sale of the Portfolio as a whole, which may arise in the event of a disposal. The following table shows aggregated key property data for the Portfolio: Total saleable area 15,208 m² Total site area 20,287 m² Average Market Value per m² of saleable area (rounded) 1,262 Average Market Value per m² of site area (rounded) 946 The aggregated Market Value of the individual Properties is as follows: Location Market Value of Property Market Value per m² of Site Area Berchtesgaden 4,110,000 2,065/m² Haag 2,230,000 2,046/m² Bamberg 2,950,000 3,831/m² Hanau 9,900, /m² Total 19,190,000 74

78 Table of Contents 1 Brief and Scope of Instruction Instruction & Purpose of Valuation Report Addressees Publication Assignment of Rights to Third Parties Status of Valuer and Conflicts of Interest Scope of Work Subject of Valuation Valuation Definitions Assumptions and Sources of Information Database Timeline Date of Valuation Taxation and Costs Value Added Tax Currency Roundings Portfolio Overview General Overview Analysis of Units and Areas by Location Analysis of Units and Areas by Type of Use and Property Analysis of Units and Areas by Building Age Analysis of Current Sales Prices by Location and by Type of Use Valuation Approach Valuation units Site Inspections Residual Calculation Assumptions Title / Legal Restrictions / Building and Other Encumbrances Contamination and Soil Conditions Condition and Structural Inspections, Deleterious Materials Building Law Town and Traffic Planning Protection of Historic Structures Technical Equipment, Plant & Machinery Areas Leases and Tenancy Information Taxes, Fees and Charges Insurance Policies Development Costs Valuation Parameters Sales Prices / Market Offer Prices Capital Expenditure / Calculation of Development Costs Developer s Profit Valuation Results Market Value Conclusion

79 1. Brief and Scope of Instruction 1.1. Instruction & Purpose of Valuation Report The Client is considering acquiring the Portfolio from the following parties (the Owners ): Berchtesgaden - Dolphin Capital 112 Projekt GmbH & Co. KG; Haag - Dolphin Capital 126 Projekt GmbH & Co. KG; Bamberg - Dolphin Capital 192 Projekt GmbH & Co. KG; and Hanau - Dolphin Capital 214 Projekt GmbH & Co. KG The acquisition of the Portfolio will represent a Reverse Takeover under the listing rules of the Financial Conduct Authority of the United Kingdom (the Listing Rules ). As instructed by the Client, JLL has examined the Portfolio and carried out a valuation ( the Valuation ) to determine the Market Value as at 24 February We understand that this Report is required by the Client to confirm the Market Value of the Portfolio based on the Residual Value (as defined in Section 1.8 below) as at 24 February 2017 for internal decision making purposes. Furthermore, this Report will be included in a prospectus (the Prospectus ) to be issued by the Client pursuant to the Listing Rules. This Report is only a summary of the full valuation reports prepared for the Client for the Portfolio. Not all of the relevant valuation aspects are therefore covered in this Report. Onsite inspections were carried out on the Portfolio on the 23 and 24 February Addressees The Report is addressed to and may be relied upon only by: Acorn Growth plc 3 rd Floor, St James s Square London SW1Y 4LB United Kingdom The Report is intended solely for the addressees and may be used only for the purpose specified here Publication JLL acknowledges and agrees that the Report will appear in unchanged form in the Prospectus. Before this Report, or any part thereof, is reproduced or referred to in any other document, circular or statement and before its contents (other than as described for the Prospectus), or any part thereof, are otherwise disclosed verbally or otherwise to a third party, JLL s prior written approval as to the form and context of such publication or disclosure must be obtained. For the avoidance of doubt, such an approval is required whether or not JLL is referred to by name and whether or not the contents of our Report are combined with other additional information. Such approval shall not be unreasonably withheld. Notwithstanding the foregoing, the contents and data contained in the Report may be cited and summarised elsewhere in the Prospectus. 76

80 1.4. Assignment of Rights to Third Parties The addressees of the Report are not entitled to assign their rights either in whole or in part to third parties Status of Valuer and Conflicts of Interest We confirm that JLL has undertaken the Valuation acting as external valuers, as defined by the RICS Red Book, qualified for the purpose of the Valuation. Furthermore, we confirm that JLL has acted as an independent valuer according to the definition of ESMA guidelines (ESMA (European Securities and Markets Authority) update of the CESR recommendations - The consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive, dated March 20, 2013). Finally, we confirm that JLL is not aware of any actual or potential conflict of interest that may have influenced its status as an external or independent valuer Scope of Work The scope of work that has been carried out for the Valuation, includes the following processes: Analysis and evaluation of the property information (e.g. property database, land register extracts, etc.) provided by the Owners; Analysis, evaluation and interpretation of the Properties (e.g. location, type of property etc.); Inspection of all individual property units, as well as the determination of a qualified sample of representative units for internal inspection; Individual market and locational analysis of all Properties; Determination of the Market Value on an individual property basis Subject of Valuation As set out in the instruction, the subject of the Valuation is the Portfolio. The Portfolio consists of four nonrefurbished properties. The tenure of each property is freehold. The Owners have planned a redevelopment of the Properties. After the planned construction is completed, the Portfolio will consist of 211 residential units, 9 commercial units (in mixed-use buildings) and 181 garage/external car parking spaces with a total saleable area of around 15,208 m². The Properties are located in four locations in southern Germany as illustrated on the map set out in Section 2.1. The total site area for the Properties comprises 20,287 m². 77

81 1.8. Valuation Definitions Market Value The Valuation has been prepared in accordance with the appropriate sections of the latest Valuation Standards (VS) contained within the latest Appraisal and Valuation Standards, (current edition of the Red Book) published by the Royal Institution of Chartered Surveyors (RICS) as well as the standards contained within the TEGoVA European Valuation Standards, and in accordance with IVSC International Valuation Standard 1 (IVS 1), the International Accounting Standards (IAS), International Financing Reporting Standards (IFRS) as well as the current guidelines of the European Securities and Markets Authority (ESMA) on the basis of Market Value. This is included in the General Principles Adopted in the Preparation of Valuations and Reports of JLL. This is an internationally accepted basis of valuation. The Market Value is defined as: The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion. The above definition corresponds with the Fair Value defined by the currently valid International Financial Reporting Standards and the appropriate International Accounting Standard 40, paragraphs In undertaking our Valuations on the basis of Market Value, we have considered the comments made by the International Valuation Standards Council, which are included in the Red Book standards. Net Capital Value The Net Capital Value is the Market Value after completion of the development. It is derived by multiplying the saleable area with the sales price per m², less agent s fees for selling the residential or commercial units. Residual Value The Residual Value is the difference between the Net Capital Value and the development costs results in the remainder (residual). In order to acquire the Residual Value, financing and additional purchasing costs for the property are deducted from this remainder. The Residual Value represents the amount which an investor would spend for the development of the property under market conditions Assumptions and Sources of Information An assumption is defined in the Glossary to the Red Book to be a supposition taken to be true ( assumption ). Assumptions are: Facts, conditions or situations affecting the subject of, or approach to, a valuation that, by agreement, needs not be verified by a valuer as part of the valuation process. In undertaking our Valuation, we have made a number of assumptions and have relied on certain sources of information. Where appropriate, we have obtained confirmation from the Owners that our assumptions are correct to the best of their knowledge. In the event that any of these assumptions prove to be incorrect, then our Valuation would need to be reviewed. 78

82 1.10. Database The Owners have provided JLL with the latest property-related databases at corresponding valuation dates. This included key information such as addresses, construction years, number of units. Furthermore, JLL was provided with the following documents by the Owners, which were partially made available in a data room for download. Land registers extracts Cadastral plans Information on the current lettable areas (partially) Information on the saleable areas after completion (plans, area calculation) Project budget calculation (including the development cost calculation) Marketing catalogues (partially) Information to building permits and protection of historical monuments (partially) We have assumed that the information provided by the Owners to us in respect to the subject Portfolio is complete, correct and up to date. The accuracy of all such documents has been confirmed by the Owners. The entire development cost calculation (with the exception of the developers profit) was provided by the Owner and has been taken into account unaudited, as instructed by the Client. For this reason, JLL accepts no liability for the development costs. With the exception of the development cost calculation, JLL has carried out a verification of such data on the basis of qualified samples, which were then checked for accuracy and plausibility. No abnormalities were detected in the results. Furthermore, land register extracts and information regarding public easements have been made available. These documents were sampled and checked for plausibility accordingly, whereby JLL again detected no abnormalities. We have assumed the accuracy of the documents that have been provided to us by the Owners. JLL was not provided with the following documents: Current lease agreements or information Declarations of partition Table of co-ownership shares Information related to public land charges Information related to contaminated land Information related to building encumbrances Information regarding public easements Property specific information, which is required for the valuation process but could not be provided, was derived where possible by JLL on the base of research, our own data collection as well as our experience with comparable properties, and considered in the subject Valuation. Any property transactions which may have occurred on the valuation date and during the reporting period and which may result in discrepancies in the provided information, were not considered in the Valuation. 79

83 1.11. Timeline Confirmation of instruction: 14 February 2017 Delivery of this Report: 9 June Date of Valuation The date of Valuation is 24 February Taxation and Costs We have not made any adjustments to reflect any liability for taxation that may arise on disposal (e.g. valuation gains) nor for any costs associated with disposals incurred by the Owners. No allowance has been made to reflect any liability to repay any government or other grants, or taxation allowance that may arise upon disposals Value Added Tax The Market Values listed in this Report does not include the value added tax at the prevailing rate Currency The currency referred to in the Report is Euros ( ) Roundings Due to the calculation basis, marginal differences can occur in the rounding s of the numbers (, %, etc.). 80

84 2. Portfolio Overview 2.1. General Overview The Properties within the Portfolio are located in Hanau (Hesse), Haag, Bamberg and Berchtesgaden (all in Bavaria) with the following particulars: Kinzigheimer Weg 7-13, 17-35, 37a and (odd numbers),63450, Hanau with land register folio 10777, 11879, (Hanau); Hauptstraße 9, 83527, Haag with land register folio 2566 (Haag); Untere Königstraße 13-15, 96052, Bamberg with land register folio (Bamberg); and Maximilianstraße 16, 83471, Berchtesgaden with land register folio and 1680 (Berchtesgaden) The location of the Properties in the Portfolio is depicted in the following map: 81

85 2.2. Analysis of Units and Areas by Location The Portfolio, which for the most part comprises residential-use properties, will consist of 211 residential units as at the date of the Valuation. The residential units are located in Hanau, Haag, Bamberg and Berchtesgaden. The city with the highest share of saleable residential area is Hanau (9,471 m²). Graph: Residential Saleable Area by Location Saleable Area (in m²) 16,000 13,822 Share of saleab 14,000 12,000 9,471 10,000 8,000 6,000 4,000 2,000 1,587 1,516 1, % 11.5% 11.0% 9.0% 100.0% Hanau Haag Bamberg Berchtesgaden Overall result Residential Saleable Area Total Share of Saleable Area (in %) Table: Overview of Units by Location and Use Type Location Residential Units Commercial Units Garages / External Parking Units Units Total Hanau Haag Bamberg Berchtesgaden Total

86 Analysis of Units and Areas by Type of Use and Property The Portfolio will consist of 211 residential units, 9 commercial units in mixed-use buildings as well as 181 garages / external parking units. Graph: Units and Saleable Area by Type of Use Saleable Area (in m²) Units , Residential Units 1,386 9 Commercial Units Saleable Area Units Garages / External Parking Units 50 0 Graph: Units and Saleable Area by Type of Property Saleable Area (in m²) 12,000 11,058 Uni 30 10, , , ,000 4, , Multi-Family Buildings Mixed-Use Buildings Garages / External Parking Units 0 2 Saleable Area Units 83

87 2.3. Analysis of Units and Areas by Building Age The units within the Portfolio have been classified in different building periods. The majority of residential space was built after 1900 (62.3%). Graph: Saleable Area by Building Period Saleable Area (in m²) 10,000 9,000 9,471 Share of Saleable 8,000 7,000 6, % 5,000 4,000 3,000 2,000 1,000 1, % 1, % 2, % 0 before to to 1900 after 1900 Total Saleable Area Share of Saleable Area (in %) Table: Overview of Units by Building Age and Use Type Building Period Residential Units Commercial Units Garages / External Parking Units Units Total before to to after Total

88 2.4. Analysis of Current Sales Prices by Location and by Type of Use The average sales prices within the Portfolio of residential units range between 2,900/m² and 4,250/m² of saleable area. The sales prices of the commercial units were determined to be 3,500/m² in Berchtesgaden and 3,800/m² in Bamberg. The sales prices for parking were determined to be 0/unit (external parking units) and 5,000/unit (garage parking units) in Hanau as well as 10,000/unit in Berchtesgaden. Table: Overview of the average Sales Prices by Location and Type of Use Use Residential Commercial Parking Location Berchtesgaden 4,250/m² 3,500/m² 10,000/unit Haag 3,500/m² - - Bamberg 4,100/m² 3,800/m² - Hanau 2,900/m² - 5,000/unit 85

89 3. Valuation Approach 3.1. Valuation units The Portfolio comprises four individual property units. The Valuation has been carried out on an individual property basis in order to adequately and correctly reflect property-specific information, such as addresses, construction years, number of units, saleable areas, plans for redevelopment as well as the individual development cost calculation or entries in Section II of the land register Site Inspections Property and site inspections with representatives of the Owners were carried out on 23 to 24 February The Properties in Bamberg, Berchtesgaden and Hanau were fully inspected. The property in Haag was only inspected from the outside, since access to the property could not be granted. Internal inspections included, as a minimum, the staircase, basement, attic (if applicable and accessible), and all other common areas. In addition, the inspections included vacant apartments except for at the Berchtesgaden and Haag properties Residual Calculation The Residual Value takes into account the different factors associated with a conversion or reconstruction. The aim of this method is to determine the objective value of the land, which is either undeveloped or not optimally used. The Residual Value is determined as follows: First, the Net Capital Value is determined after completion and full letting of the planned development. This value is determined by subtracting the non-allocable management costs (such as maintenance and administration) from the potentially achievable rent. The nonallocable management costs for commercial or residential property are usually borne by the owner. If it is planned to sell the apartments after completion as condominiums, the Net Capital Value is derived by multiplying the sellable area with the sales price ( /m² or parking space). In this case the vendor has to pay further distribution costs in terms of agent's fees. In order to determine the Net Capital Value, the purchase costs must be deducted from the gross capital value. Subsequently, the estimated production costs are subtracted from the Net Capital Value in order to determine the Residual Value. The production costs include the construction costs as well as other costs necessary for the construction of the building. The construction costs are based on the information provided by the Owners and on our knowledge regarding buildings of various types of use. The construction costs are also part of the productions costs. These include the following components in particular: planning costs, licensing fees and intermediate financing costs. The amount of incidental costs depends on the type of building and the quality and location of the property, and ranges between 8% and 22% of the construction costs. All production costs and other projectrelated expenses (the project development margin in particular) are deducted from the capital value of the completed development. The difference between the Net Capital Value and the total cost of production results in the Residual Value. In order to maintain the net Residual Value, additional labour costs as well as financing costs are deducted from this. Thus, the determined Residual Value represents the value which an investor would be willing to pay for the property under market conditions. 86

90 4. Assumptions 4.1. Title / Legal Restrictions / Building and Other Encumbrances The available information regarding title and legal restrictions has been mainly made available to JLL by the Owners. In the federal state of Bavaria a public easement register does not exist. Obligations are registered in the land register in Section II. JLL was not provided with any information regarding building encumbrances. Therefore JLL assumes in the Valuation that there are no public easements. In the event that the information proves to be incorrect or additional information is made available to JLL, we reserve the right to amend our opinion of value accordingly. JLL assumes that all title entries registered in Section II of the land registers have no influence on the value. We have made the assumption that the provided copies of the available documents for the Properties are complete, correct and up to date and that such documents have been verified by the Owners. As is normal valuation practise, we have also assumed that the Properties are free from mortgages, charges or other financially relevant encumbrances. Furthermore, no account has been taken in our Valuation of any goodwill that may arise from the present occupation of the Properties Contamination and Soil Conditions Information with regard to the suspicion of soil or other contamination for the Properties has not been made available to us. We have not undertaken nor been instructed to conduct a formal environmental assessment, and have not carried out any investigation into past uses, either of the Properties or any adjacent land to establish whether there is any potential for contamination from such uses or sites. JLL assumes in the Valuation that the sites are free of contamination. In the event that the information proves to be incorrect or additional information is made available to JLL, we reserve the right to amend our opinion of value accordingly. We have also made the assumption that there are no archaeological remains present, which might adversely affect the present or future occupation, development or value of any of the Properties Condition and Structural Inspections, Deleterious Materials Information regarding condition and structural reports as well as deleterious materials has not been made available to us by the Owners. We have not undertaken nor been instructed to conduct a formal condition or structural survey. JLL assumes a good to a very good property condition after completion. We assume that all measurements and conversion plans are legally, technically and economically realizable. A modern state with high quality fittings and defect-free construction is supposed. If the planned property condition, conversion measurements or layout of the apartments will differ from the provided descriptions for any reason, a change of value may apply. JLL accepts no liability for the accuracy of the provided information. We have not investigated whether high alumina cement, calcium chloride additive or any other deleterious materials have been used in the construction or any alterations of any of the Properties. For the purposes of this 87

91 Valuation, unless otherwise informed by the Owners, we have made the assumption that any such investigation would not reveal the presence of such materials in any adverse condition. No mining, geological or other investigations have been undertaken to certify that the foundations of the Properties are free from any defect. Unless otherwise informed by the Owners, we have made the assumption that the load bearing qualities of the sites of the Properties are sufficient to support the buildings constructed thereon Building Law We have made the assumption that the buildings have been constructed in full compliance with valid local planning and building regulations, that all necessary certifications are existent and that there are no outstanding statutory notices as to their construction, use or occupation. We have made a further assumption that the existing uses of the Properties are duly authorised or established, and that no adverse planning conditions or restrictions apply. We further assume that all building permits are granted and that the subject property can be built as it is determined by the Owner Town and Traffic Planning We have made the assumption that the existing uses of the Properties are duly authorised or established, and that no adverse planning conditions or restrictions apply. According to the Owners there is no information regarding the value-relevant impact of public planning projects (town or traffic planning) available Protection of Historic Structures According to the information from the Owners all Properties within the Portfolio are under monument protection Technical Equipment, Plant & Machinery During our inspections, no tests have been carried out as to electrical, electronic, heating, plant and machinery equipment or any other services, nor have the drains been tested. Unless otherwise informed by the Owners, we have made the assumption that all services to the Properties are functioning satisfactorily after development. No allowance has been made in this Report for any items of plant or machinery not forming part of the service installations of the Properties. We have specifically excluded all items of plant, machinery and equipment installed wholly or primarily in connection with the occupants businesses. The technical equipment in the subject Properties such as passenger and goods lifts and other means of transportation, heating systems and further technical installations have been considered as integral components of the property. We have excluded furniture and furnishings, fixtures, fittings, vehicles, stock and loose tools Areas We have not measured the Properties, but have applied the planned developed floor areas provided by the Owners. We have assumed that these areas have been measured and calculated in accordance with the current market practice where the Properties are located. 88

92 4.9. Leases and Tenancy Information Information regarding rental units, contractual rents, lease terms and rental terms was not made available to JLL by the Owners. We have made the assumption that all existing lease contracts will expire at the start of the development period Taxes, Fees and Charges No information has been made available to JLL regarding taxes and fees. We have made the assumption that all public taxes, fees, charges, etc. which could have an influence on the value, have been levied and if applicable, had been paid at the time of the Valuation Insurance Policies At the date of the Valuation, JLL was not aware of whether or to what extent insurance policies existed to limit the risks resulting from business activities (e.g. property insurance, liability insurance and construction insurance). As neither supporting nor contrary information was made available by the Owners nor known by JLL, we have made the assumption that potential claims are covered with regard to the insurance level and type by valid insurance policies Development Costs The whole development cost calculation (with the exception of the developers profit) was provided by the Owners and taken into account unaudited, as instructed by the Client. For this reason, JLL accepts no liability for the development costs. We assume that the Owners have taken the specific property condition as well as the monument protection into account by calculating the construction costs. 89

93 5. Valuation Parameters 5.1. Sales Prices / Market Offer Prices JLL has used the following sources for obtaining information on average market sales prices and offer prices: Committee of valuation experts Internal JLL database (transactions) Offered sales prices from the online real estate portal IDN Immodaten.net Offered sales prices from the online portal Immobilienscout24.de 5.2. Capital Expenditure / Calculation of Development Costs The entire development cost calculation (with the exception of the developers profit) was provided by the Owners and taken into account unaudited, as instructed by the Client. For this reason, JLL accepts no liability for the development costs. The cost for the planed redevelopment have been broken down as follows: Construction Costs The construction costs include the usual costs for the planned development or redevelopment of a property. Additional Expenses of Property The additional expenses of the Properties include cost for e.g. demolition, site clearance and decontamination. Additional Planning and Construction Costs The additional planning and construction costs consider e.g. planning and other building costs (e.g. building permit) and a contingency fund. Other Project Costs Other project costs consider e.g. financing costs during the development period Letting and Marketing Costs Letting and marketing costs consider the costs of placing a developed property on the market Developer s Profit In order to adequately reflect the general project development risk over the typically very long project period, an additional developer s profit was reflected in the Residual Value calculation. Additional to the above mentioned cost positions, JLL considered the costs of risk and profit for the developer. If no additional risks arise during the project development, the developer can assume a maximum profit. JLL calculates 10% developer s profit from the Net Capital Value. 90

94 6. Valuation Results 6.1. Market Value JLL is of the opinion that the aggregate of the Market Values of the Properties of the Portfolio, based on the information provided by the Owners, and subject to the assumptions and comments detailed in Section 4 below, as at the effective date of Valuation, 24 February 2017, was as follows: 19,190,000 (NINETEEN MILLION ONE HUNDRED NINETY THOUSAND EUROS) The above figure represents the aggregate of the individual property Market Values and is understood as the value without regard to costs of purchase, such as legal costs and agent s fees and where applicable land transfer tax, normally incurred by the purchaser. No allowance has been made for any expenses of realisation or for taxation and it does not reflect any addition or reduction on the sale of the Portfolio as a whole, which may arise in the event of a disposal. The following table shows aggregated key property data for the Portfolio: Total saleable area 15,208 m² Total site area 20,287 m² Average Market Value per m² of saleable area (rounded) 1,262 Average Market Value per m² of site area (rounded) 946 The aggregated value of the individual Properties by location revealed the following: Location Market Value of Property Market Value per m² of Site Area Berchtesgaden 4,110,000 2,065/m² Haag 2,230,000 2,046/m² Bamberg 2,950,000 3,831/m² Hanau 9,900, /m² Total 19,190,000 91

95 7. Conclusion This Report was prepared by JLL, Frankfurt am Main, dated 9 June 2017 and has been authorised for use by Vordere plc, United Kingdom in connection with the Prospectus. Frankfurt am Main, 9 June 2017 Jones Lang LaSalle SE Germany ppa. Sebastian Grimm MRICS National Director Team Leader Residential Valuation Frankfurt ppa. Roman Heidrich MRICS National Director Team Leader Residential Valuation Berlin 92

96 PART VIII UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 31 DECEMBER

97 COMPANY REGISTRATION NUMBER VORDERE PLC INTERIM REPORT FOR THE NINE MONTHS ENDED 31 DECEMBER

98 Unaudited statement of profit or loss and other comprehensive income for the nine months ended 31 December 2016 Note 9 months ended 9 months ended Year ended 31 Dec Dec Mar 2016 Revenue Administrative costs (225,941) (46,993) (68,437) Operating (Loss) (225,941) (46,993) (68,437) Net finance costs (Loss) before taxation (225,131) (46,338) (67,576) Taxation (Loss) for the period attributable to owners of the company (225,131) (46,338) (67,576) Total comprehensive income attributable to the owners of the company Loss per share (225,131) (46,338) (67,576) Basic 4 (0.011) (0.003) (0.005) Diluted (0.011) (0.003) (0.005) 95

99 Statement of financial position as at 31 December 2016 Note 9 months ended 9 months ended Year ended 31 Dec Dec Mar 2016 CURRENT ASSETS Cash and cash equivalents 3,251,746 1,171,749 1,162,011 Total current assets 3,251,746 1,171,749 1,162,011 LIABILITIES Total current liabilities - - (11,500) NET ASSETS 3,251,746 1,171,749 1,150,511 EQUITY Capital and reserves attributable to owners of the company Share capital 5 616, , ,760 Share premium 3,376,928 1,380,917 1,380,917 Retained earnings (741,297) (494,928) (516,166) 3,251,746 1,171,749 1,150,511 96

100 Unaudited statement of changes in equity for the nine months ended 31 December 2016 Share capital Share premium Retained earnings Total Balance at 1 April ,760 1,380,917 (448,590) 1,218,087 Transactions with owners Total transactions with owners Comprehensive Loss Loss for the period - - (46,338) (46,338) Total comprehensive loss for the period - - (46,338) (46,338) Total owners equity at 31 December ,760 1,380,917 (494,928) 1,171,749 Comprehensive loss Loss for the period - - (21,238) (21,238) Total comprehensive loss for the period - - (21,238) (21,238) Total owners equity at 31 March ,760 1,380,917 (516,166) 1,150,511 Comprehensive loss Transactions with owners Share issue 330,355 2,147,312 2,477,667 Share issue costs - (151,301) (151,301) Total transactions with owners for the period Comprehensive loss 330,355 1,996,011 2,326,366 Loss for the period - - (225,131) (225,131) Total comprehensive loss for the period - - (225,131) (225,131) Total owners equity at 31 December ,115 3,376,928 (741,297) 3,251,746 97

101 Unaudited statement of cash flows for the nine months ended 31 December months ended 31 Dec months ended 31 Dec 2015 Year ended 31 Mar 2016 Cash flows from operating activities Operating (Loss) (225,941) (46,993) (68,437) Decrease in payables (11,500) (33,527) (22,027) Net cash used in operating cash flows (237,441) (80,520) (90,464) Net cash used in cash flows from investing activities Interest received Net cash generated from investing activities Cash flows from financing activities Proceeds from the issue of ordinary share capital 2,326, Net cash from financing activities 2,326, Net increase in cash and cash equivalents 2,089,735 (79,865) (89,603) Net cash at start of the period 1,162,011 1,251,614 1,251,614 Cash and cash equivalents at period end 3,251,746 1,171,749 1,162,011 98

102 Notes to the interim accounts For the nine months ended 31 December General information Vordere plc is a company incorporated in the United Kingdom. On 27 September 2016, following the AGM the Company announced it had changed its name from Acorn Minerals Plc to Acorn Growth Plc. On 31 May 2017, following the general meeting held on 24 April 2017, the Company announced it had changed its name from Acorn Growth plc to Vordere plc. These unaudited condensed interim financial statements for the nine months ended 31 December 2016 have been prepared in accordance with International Financial Reporting Standards (IFRS) and IAS 34 Interim Financial Reporting as adopted by the European Union and do not constitute statutory accounts as defined in Section 434 of the Companies Act This condensed set of financial statements has been prepared applying the accounting policies that were applied in the preparation of the Company s published financial statements for the year ended 31 March 2016 and are presented in pounds sterling. The comparative figures for the financial year ended 31 March 2016 have been extracted from the Company s statutory accounts which have been reported on by the Company s auditor and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain a statement under the Companies Act 2006 regarding matters which are required to be noted by exception. The interim results have not been audited or subject to review by the Company s auditors. 2. Changes in accounting policies The assessment of new standards, amendments and interpretations issued but not effective, are not anticipated to have a material impact on the financial statements. 3. Going concern The Company s activities, together with the factors likely to affect its future development and performance, the financial position of the Company, its cash flows and liquidity position have been considered by the Directors, taking account of the current market conditions which demonstrate that the Company shall continue to operate within its own resources. The Directors believe that the Company is well placed to manage its business risks successfully, and that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they consider it appropriate to adopt the going concern basis in preparing these condensed financial statements. 4. Loss per share The calculation of the basic and fully diluted loss per share is based on the loss for the period after tax of 225,131 (31 Dec 2015: 46,338; 31 Mar 2016: 67,576) divided by the weighted 99

103 average issued ordinary shares of 14,845,44919,653,269 (31 Dec 2015: 7,144,00214,288,005; 31 Mar 2016: 14,288,005). Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has one category of dilutive potential ordinary shares being share options. The Company has made a loss and the potential shares under these options are therefore anti-dilutive. 5. Issued share capital Authorised, allotted and called up share capital: 9 months ended 31 Dec months ended 31 Dec 2015 Year ended 31 Mar ,288,005 Ordinary shares of 0.02 each 285, , ,760 Shares issue during the period 330, , , ,760 On 26 September 2016 shareholders approved a placement of 16,517,778 new shares at 15p a share to raise 2,477,667 before costs of the issue. This transaction was completed on 3 October The number of shares in issue after this transaction is 30,805,783 ordinary 2p shares and the number of voting rights is 30,805, Principal risks and uncertainties Principal risks and uncertainties are set out in the annual financial statements within the directors report and are reviewed on an on-going basis. The Board will provide leadership within a framework of appropriate and effective controls. The Board will set up, operate and monitor the corporate governance values of the Company, and will have overall responsibility for setting the Company s strategic aims, defining the business objective, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the Company s business both prior to and following an acquisition. There have been no significant changes in the first nine months of the financial year to the principle risks and uncertainties as set out in the 31 March 2016 Annual Report and Accounts. 7. Post balance sheet events On 6 January 2017, the Company incorporated St James Square Management GmbH, a wholly owned subsidiary which acquired Vordere Berchtesgaden 1 GmbH & Co. KG, 100

104 Vordere Haag 1 GmbH & Co. KG, Vordere Bamberg 1 GmbH & Co. KG, Vordere Hanau 1 GmbH & Co. KG. On 7 March 2017, the Company incorporated Vordere Capital Sarl, a wholly owned subsidiary. 101

105 UNITED KINGDOM TAXATION PART IX TAXATION The comments set out below are based on the current UK tax law and what is understood to be current HMRC practice, as at the date of this Document, which are subject to change at any time possibly with retrospective effect. They are intended as a general guide only and apply only to certain Shareholders who are resident (and in the case of individuals, domiciled) in the UK for tax purposes (except to the extent that specific reference is made to Shareholders resident outside the UK), who hold their Ordinary Shares as investments and who are the absolute beneficial owners of those Ordinary Shares and any dividends paid on them. They comprise a summary and do not purport to be a complete analysis or listing of all the potential tax consequences of acquiring or holding Ordinary Shares. They do not deal with the position of certain classes of Shareholders who are subject to special rules, such as dealers in securities, traders, banks, financial institutions, investment companies, tax-exempt organisations, brokers, dealers, insurance companies, collective investment schemes persons connected with the Company or Shareholders who have or are deemed to have acquired their Ordinary Shares by virtue of an office or employment. Shareholders who are in doubt as to their position or who are subject to tax in any jurisdiction other than the UK should consult their own professional advisers immediately. An investment in the Company involves a number of complex tax considerations. Changes in law, practice of a tax or fiscal authority or in the interpretation of law in any of the countries in which the Company (or any subsidiary of the Company) has assets or carries on business, or changes in tax treaties negotiated by those countries, could adversely affect the returns from the Company to investors. Prospective investors should consult their own independent professional advisers on the potential tax consequences of subscribing for, purchasing, holding or selling Ordinary Shares under the laws of their country and/or state of citizenship, domicile or residence. TAXATION OF DIVIDENDS The Company will not be required to withhold tax at source on any dividends it pays to its Shareholders. UK resident individual Shareholders UK individuals are given an effective tax-free allowance of 5,000 on dividend income per tax year. Dividend income in excess of 5,000 will be taxed at the following rates: (a) 7.5% (dividend ordinary rate) on dividends within the Shareholder's basic rate band; (b) 32.5% (dividend upper rate) on dividends within the Shareholder's higher rate band; and (c) 38.1% (dividend additional rate) on dividends above the Shareholder's higher rate limit. 102

106 The dividend allowance is not a deduction in arriving at total income or taxable income, instead dividend income that is within the dividend allowance counts towards an individual s basic or higher rate limits and will therefore affect the level of savings allowance to which they are entitled, and the rate of tax that is due on any dividend income in excess of this allowance. Dividend income will generally be treated as the "top slice" of the Shareholder's income for the sake of determining into which rate band it falls. UK resident corporate Shareholders Shareholders within the charge to UK corporation tax which are small companies (for the purposes of UK taxation of dividends) will not generally expect to be subject to UK tax on dividends from the Company. Dividends paid on the Ordinary Shares to other Shareholders within the charge to UK corporation tax will generally (subject to anti-avoidance rules) fall within one or more of the classes of dividend qualifying for exemption from corporation tax. In general, dividends paid on shares that are ordinary share capital for UK tax purposes and are not redeemable, and dividends paid to a person holding less than 10% of the issued share capital of the payer (or any class of that share capital) are examples of dividends that fall within an exempt class. In the event that the dividends do not qualify for such exemption, Shareholders within the charge to UK corporation tax will be subject to corporation tax on them. Shareholders within the charge to corporation tax are advised to consult their independent professional tax advisers in relation to the implications of the legislation. Non-UK resident Shareholders Shareholders who are not resident in the UK will not generally be subject to UK corporation tax on dividends unless they are carrying on a trade, profession or vocation in the UK through a branch or agency (or, in the case of a corporate Shareholder, a permanent establishment) in connection with which the Ordinary Shares are used, held or acquired. A Shareholder resident outside the UK may be subject to non-uk taxation on dividend income under local law. Shareholders who are not resident for tax purposes in the UK should obtain their own tax advice concerning tax liabilities on dividends received from the Company. DISPOSALS OF ORDINARY SHARES A disposal or deemed disposal of Ordinary Shares by Shareholders for taxation purposes may, depending upon the Shareholder s individual circumstances and subject to any available exemption or relief (such as the annual exempt amount for individuals and indexation for corporate Shareholders), give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of capital gains. The main rate of capital gains tax for individuals is currently 20%. The main rate for corporates is also 20%. Shareholders who are not resident in the UK (and have not been resident for a period of five full years and are, therefore, not temporarily non-resident) generally will not be subject to UK taxation of capital gains on the disposal or deemed disposal of Ordinary Shares unless they are carrying on a trade, profession or vocation in the UK through a branch or agency (or, in the case of a corporate Shareholder, a permanent establishment) in connection with which the Ordinary Shares are used, held or acquired. Non-UK tax resident Shareholders may be subject to non-uk taxation on any gain under local law. 103

107 UK INHERITANCE TAX The Ordinary Shares will be assets situated in the UK for the purposes of UK inheritance tax. Ordinary Shares beneficially owned by an individual Shareholder may be subject to UK inheritance tax on the death of the Shareholder or, in certain circumstances, on a gift by the Shareholder (even if the Shareholder is not domiciled or deemed domiciled in the UK). For UK inheritance tax purposes, a transfer of assets could potentially be subject to UK inheritance tax, based on the loss of value to the donor. Generally, UK inheritance tax is not chargeable on gifts to individuals if the transfer is made more than seven complete years prior to the death of the donor. However, a gift to a trust or a company can trigger an immediate charge to UK inheritance tax. Particular rules apply to gifts where the donor reserves or retains some benefit. Special rules apply to close companies and to trustees of settlements who hold shares, which could bring them within the charge to UK inheritance tax. Shareholders should consult an appropriate professional adviser if they intend to make a gift of the Ordinary Shares or intend to hold Ordinary Shares through trust arrangements. They should also seek professional advice in a situation where there is a potential for a double charge to UK inheritance tax and an equivalent tax in another country or if they are in any doubt about their UK inheritance tax position. STAMP DUTY AND STAMP DUTY RESERVE TAX The statements below summarise the current UK Stamp Duty and SDRT position and are intended as a general guide only. Certain categories of person may not be liable to Stamp Duty or SDRT, and special rules apply to agreements made by certain categories of persons (including intermediaries, brokers, dealers and persons connected with depository receipt systems and clearance services) who may be liable to Stamp Duty or SDRT at a higher rate or may, although not primarily liable for tax, be required to notify and account for SDRT under the Stamp Duty Reserve Tax Regulations The Offer No UK Stamp Duty or SDRT will be payable on the issue of new Ordinary Shares pursuant to the Offer, other than as explained below. Subsequent transfers outside of Depositary Receipt Systems and Clearance Services The transfer on sale of Ordinary Shares held in certificated form will generally be liable to ad valorem Stamp Duty at the rate of 0.5% (rounded up to the nearest multiple of 5) of the amount or value of the consideration paid. An exemption from Stamp Duty will be available on an instrument transferring Ordinary Shares where the amount or value of the consideration is 1,000 or less, and it is certified on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions for which the aggregate consideration exceeds 1,000. The purchaser normally pays the Stamp Duty. An unconditional agreement to transfer such shares will be generally liable to SDRT, at the rate of 0.5% of the consideration paid, but such liability will be cancelled or a right to a repayment in respect of the SDRT liability will arise if the agreement is completed by a duly stamped transfer within six years 104

108 of the agreement having become unconditional. SDRT is normally the liability of the purchaser of the shares. Transfers within CREST Paperless transfers of Ordinary Shares within CREST are generally liable to SDRT (at a rate of 0.5% of the amount or value of the consideration payable) rather than Stamp Duty. SDRT on relevant transactions settled within the system or reported through it for regulatory purposes will be collected by CREST. Deposits of shares into CREST will not generally be subject to SDRT unless the transfer into CREST is itself for consideration in money or money s worth, in which case a liability to SDRT will arise, usually at the rate of 0.5% of the amount or value of the consideration. Transfers to and within Depositary Receipt Systems and Clearance Services Following the European Court of Justice decision in C-569/0 HSBC Holdings Plc and Vidacos Nominees Limited v The Commissioners for Her Majesty s Revenue & Customs and the First-tier Tax Tribunal decision in HSBC Holdings Plc and The Bank of New York Mellon Corporation v The Commissioners for Her Majesty s Revenue & Customs, HMRC has confirmed that 1.5% SDRT is no longer payable when new shares are issued to a clearance service or depositary receipts system. Where shares are transferred (but not on issue): (a) to, or to a nominee for, a person whose business is or includes the provision of clearance services; or (b) to, or to a nominee or agent for, a person whose business is or includes issuing depositary receipts, Stamp Duty or SDRT will generally be payable at the higher rate of 1.5% of the amount or value of the consideration payable (rounded up to the next multiple of 5 in the case of Stamp Duty) or, in certain circumstances, the value of the shares. This liability for Stamp Duty or SDRT will strictly be accountable by the depositary receipts system or clearance service operator or their nominee, as the case may be, but will, in practice, generally be reimbursed by participants in the clearance service or depositary receipts system. Transactions within a clearance service, and transfers and agreements to transfer depositary receipts, are not normally subject to SDRT or Stamp Duty. Clearance services may opt, provided certain conditions are satisfied, for the normal rate of Stamp Duty or SDRT (0.5% of the amount or value of consideration given) to apply to transfers of Ordinary Shares into, and to transactions within, the service instead of the higher rate of 1.5% generally applying to a transfer of Ordinary Shares into the clearance service in which case a liability to SDRT would arise (at the rate of 0.5% of the consideration paid) on any subsequent transfer of Shares whilst in the service. The statements in this section relating to Stamp Duty and SDRT apply to any Shareholders irrespective of their residence, summarise the current position and are intended as a general guide only. Special rules apply to agreements made by, amongst others, intermediaries. 105

109 PART X ADDITIONAL INFORMATION 1. RESPONSIBILITY 1.1 The Company, and each of the Directors whose names appear on page 43 of this Document, accept responsibility for the information contained in this Document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and contains no omission likely to affect its import. 1.2 Jones Lang LaSalle GmbH (the Valuer) is a professional real estate services firm and members of the firm are registered with the Royal Institution of Chartered Surveyors and Society of Chartered Surveyors in the UK. The Valuer has given and not withdrawn its written consent to the inclusion in this Document of the Valuation Report (as set out in Part VII of this Document) and to references to the Valuation Report and the Valuer in this Document in the form and context in which they appear. The Valuer authorises, and accordingly takes responsibility for, the contents of the Valuation Report and confirms that the information contained in the Valuation Report is, to the best of its knowledge and having taken all reasonable care to ensure that is the case, in accordance with the facts and contains no omission likely to affect its import. No material changes to the Properties have occurred since the valuation date of 24 February Grant Thornton UK LLP has given and not withdrawn its written consent to the inclusion in this Document of its Report on Pro Forma Financial Information at Part VI in the form and context in which it appears. 2. THE COMPANY AND THE GROUP 2.1 The Company's legal and commercial name is Vordere plc. 2.2 The Company held a general meeting on 24 April 2017 for the purposes of passing the Resolutions. 2.3 The Company was incorporated in England and Wales on 28 December 2011 under the name Acorn Minerals Limited with registered number as a private limited company under CA On 13 March 2012, the Company re-registered as a public limited company and accordingly changed its name to Acorn Minerals plc. On 26 September 2016, the Company s shareholders approved a resolution to change the Company s name to Acorn Growth plc, which became effective upon registration by Companies House on 27 September 2016 and on 31 May 2017 the Company changed its name to Vordere plc. The domicile of the Company is the United Kingdom. 2.4 The principal legislation under which the Company operates is CA The liability of the members is limited. 2.5 The Company's registered office is at 3 rd Floor, St. James's Square, London, United Kingdom, SW1Y 4LB, and the telephone number is +44 (0)

110 2.6 The Company has not yet commenced operations pending the completion of the Acquisition. Its activities to date have comprised considering potential opportunities for acquisitions, carrying out due diligence in relation to proposed targets, raising capital and ongoing compliance and administrative matters as required as a listed public limited company. 2.7 The following limited partnerships (being the Acquisition Vehicles) have been established to acquire and hold the Group's interest in the Properties: Berchtesgaden SPV was incorporated in Germany on 27 October 2016 with the registered number HRA to hold the Group's interest in the Berchtesgaden Property and the principal legislation under which the limited partnership operates is German; Bamberg SPV was incorporated in Germany on 27 October 2016 with the registered number HRA to hold the Group's interest in the Bamberg Property and the principal legislation under which the limited partnership operates is German; Haag SPV was incorporated in Germany on 27 October 2016 with the registered number HRA to hold the Group's interest in the Haag Property and the principal legislation under which the limited partnership operates is German; and Hanau SPV was incorporated in Germany on 27 October 2016 with the registered number HRA to hold the Group's interest in the Hanau Property and the principal legislation under which the company operates is German. Vordere Capital S.a.r.l (a company incorporated in Luxembourg) acts as limited partner of each Acquisition Vehicle and St. James Square Management GmbH (a company incorporated in Germany) acts as general partner and both of these companies are wholly owned by the Company. As at the date of the Document, other than its interest in the limited partnerships and subsidiary companies named above, the Company does not have any other subsidiaries or interests in any other partnerships, nor does it have any other holdings in any other undertakings. 3. SHARE CAPITAL 3.1 The Company was incorporated as a limited company with issued share capital of 1,000 comprising 1,000,000 ordinary shares of nominal value each issued to the subscribers. The Company was re-registered as a public limited company on 13 March The following amendments to the share capital were made thereafter: (a) 18 January 2012, 1,000,000 ordinary shares of nominal value each were issued fully paid pursuant to a private placing; 107

111 (b) on 8 March 2012, the 2,000,000 ordinary shares in issue of nominal value each were consolidated into 100,000 shares of nominal value 0.02 each; (c) (d) (e) (f) (g) (h) on 8 March 2012, 2,400,000 ordinary shares of nominal value 0.02 each were issued pursuant to a private placing which are fully paid; on 9 August 2012, at a general meeting of the Company, pre-emption rights were disapplied up to an aggregate nominal value of 300,000 (equivalent to 15,000,000 ordinary shares with a nominal value of 0.02 each); on 16 August 2012, 4,048,750 ordinary shares of nominal value 0.02 each were issued fully paid pursuant to a private placing; on the Company s listing in 2012, 7,739,255 Ordinary Shares of nominal value 0.02 each were issued pursuant to a placing; on 1 September 2016 at a general meeting of the Company, pre-emption rights were disapplied up to an aggregate nominal value of 2,000,000 (equivalent to 100,000,000 ordinary shares with a nominal value of 0.02 each); and 16,517,778 ordinary shares of nominal value 0.02 each were issued fully paid for cash and admitted for trading on 3 October At a general meeting of the Company held on 24 April 2017 the following resolutions were passed: (a) (b) to authorise the Directors to allot shares and grant rights to subscribe for shares under Section 551 of CA 2006; and to authorise the Directors pursuant to Section 570 of CA 2006 to allot equity securities for cash without regards to pre-emption rights. 3.4 Pursuant to the Purchase Agreements, Consideration Shares are proposed to be issued, credited as fully paid, in consideration for the acquisition of the Properties at a price of 17 pence per Consideration Share. 3.5 As at the date of this Document, the Company has 30,805,783 Ordinary Shares in issue, which are all fully paid. 3.6 Except for the Company s obligations to issue and allot Ordinary Shares pursuant to the issue of the Consideration Shares, the Offer, the GFG Warrant Deed as disclosed in paragraph 9.4 below, and the Delta Warrant Deed disclosed in paragraph 9.5 below, there are no rights and/or obligations over the Company s unissued share or loan capital nor do there exist any undertakings to increase the Company s share or loan capital. There are no outstanding convertible or exchangeable securities in issue. 3.7 The pre-emption rights contained in the Articles have been disapplied (at the annual general meeting held on 26 September 2016 and at the general meeting held on 24 April 2017) in respect of the following allotments of equity securities: 108

112 (a) (b) At the annual general meeting held on 26 September 2016, pre-emption rights were disapplied in respect of the allotment of Ordinary Shares up to a nominal value of 2,000,000 (equivalent to 100,000,000 Ordinary Shares with a nominal value of 0.02 each). This authority expires on the earlier of 10 December 2017 or the date of the Company's next annual general meeting; and At the general meeting held on 24 April 2017, pre-emption rights were disapplied in respect of the (i) allotment of Ordinary Shares up to an aggregate nominal value of 2,117, (equivalent to 105,882,355 Ordinary Shares with a nominal value of 0.02 each); (ii) Ordinary Shares for cash up to an aggregate nominal value representing 10% of the Company's issued share capital from time to time; and (iii) the allotment of up to 117,648,059 Ordinary Shares in connection with the Acquisition. These authorities will expire on the later of the date of the Company's next annual general meeting or 24 April Otherwise, Shareholders will have pre-emption rights which will generally apply in respect of future share issues for cash. No pre-emption rights exist in respect of future share issues wholly or partly other than for cash. 3.9 The Existing Ordinary Shares are, and the Ordinary Shares to be issued pursuant to the issue of the Consideration Shares and the Offer will be, in registered and certificated form other than those Ordinary Shares held in CREST. Ordinary Shares may be held in uncertificated form and title to them may be transferred electronically by means of a relevant electronic system (including CREST) The ISIN number in respect of the Ordinary Shares is GB00B6QZLQ32. The Existing Ordinary Shares have been, and the Consideration Shares and the Offer Ordinary Shares will be, created and issued pursuant to the laws of England and Wales and are denominated in pounds sterling, the lawful currency of the United Kingdom The Existing Ordinary Shares, the Consideration Shares and the Offer Ordinary Shares will be listed on the standard segment of the Official List and will be traded on the main market of the London Stock Exchange. No application has been or is being made for the admission of the Ordinary Shares to listing or trading, on any other stock exchange or securities market Save as disclosed in paragraphs 9.4 and 9.5 below, no share of the Company or any subsidiary is under option or has been agreed conditionally or unconditionally to be put under option. The options over Ordinary Shares issued to the Directors at the time of the Company s initial admission to trading in 2012 and set out in the original admission prospectus, have all now lapsed The Company has no shares which do not represent capital nor any shares which are held by or on behalf of the Company itself The registrars of the Company are Neville Registrars Limited. They are responsible for maintaining the register of members of the Company. 109

113 4. ARTICLES OF ASSOCIATION 4.1 The Company s objects are unlimited. The Articles are available for inspection at the registered office of the Company as specified in paragraph 2.5 above of this Part X. 4.2 The Articles contain (among other things) provisions to the following effect: (a) Voting Rights Subject to any special rights or restrictions as to voting on which any shares may be issued (no such shares currently being in issue), on a show of hands every member present in person (or, being a corporation, present by a duly authorised representative) or by proxy shall have one vote and on a poll every member present in person or by proxy shall have one vote for every share of which he is the holder. The Company s major shareholders do not have different voting rights. (b) Transfer of shares The Ordinary Shares are in registered form and are capable of being held in uncertificated form. A member may transfer all or any of his uncertificated shares by means of a relevant system, as defined in the CREST Regulations 2004, which includes CREST. The Directors may refuse to register any transfer of an uncertificated share where permitted by the CREST Regulations All transfers of certificated shares must be effected by a transfer in writing in any usual form or any other form approved by the Directors. The instrument of transfer shall be executed by or on behalf of the transferor and, in the case of a partly paid share, by or on behalf of the transferee. The Directors may refuse to register any transfer of a partly paid share held in certificated form (but this discretion may not be exercised in such a way as to prevent dealings in the shares from taking place on an open and proper basis) and may also refuse to register any transfer of a certificated share unless the instrument of transfer is: (i) (ii) (iii) (iv) in respect of only one class of shares; in favour of not more than four transferees; duly stamped (if so required); and is lodged with at the registered office of the Company or at such other place as the Directors may appoint and is accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. If the Directors refuse to register a transfer of any share they shall, at the time required by the Listing Rules or the London Stock Exchange or within two months 110

114 of the date on which the transfer instruction relating to such a transfer was received by the Company (whichever is earlier), send to the transferee notice of the refusal. (c) Dividends The Company in general meeting may declare dividends in accordance with the respective rights of the members, provided that no dividend shall be payable in excess of the amount recommended by the Directors. The Directors may pay such interim dividends as appear to them to be justified by the distributable profits of the Company. No dividend or other moneys payable in respect of a share shall bear interest as against the Company. There are no fixed dates on which entitlement to dividends arises. All dividends unclaimed for a period of twelve years after becoming due for payment shall be forfeited and shall cease to remain owing by the Company. (d) Disclosure of interests in shares If any member or other person appearing to be interested in shares of the Company is in default in supplying within 14 days after the date of service of a notice under section 793 of CA 2006 requiring such member or other person to supply to the Company in writing all or any such information as is referred to in sections 821 to 825 of CA 2006, the Directors may, for such period as the default shall continue, impose sanctions upon the relevant shares. The sanctions available are the suspension of voting or other rights conferred by membership in relation to meetings of the Company in respect of the relevant shares, the withholding of payment of any dividends on, and the restriction of transfers of, the relevant shares. (e) Distribution of assets on a winding up If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by CA 2006, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he with the like sanction determines, but no member shall be compelled to accept any assets upon which there is a liability. (f) Variation of rights Whenever the capital of the Company is divided into different classes of shares, the rights attached to any class may (unless otherwise provided by the terms of issue of that class) be varied or abrogated either with the consent in writing of the holders of three-fourths of the issued shares of the class (excluding treasury 111

115 shares) or with the sanction of a special resolution passed at a separate meeting of such holders. (g) Directors interests (i) (ii) (iii) (iv) (v) A Director who is in any way, directly or indirectly, interested in a contract, transaction or arrangement with the Company must, at a meeting of the Directors, declare in accordance with CA 2006 the nature of his interest. A Director who is in any way, directly or indirectly, interested in a proposed contract, transaction or arrangement with the Company shall, at a meeting of the Directors, declare in accordance with CA 2006 the nature of his interest. Provided that he has declared his interest, a Director may be a party to or otherwise interested in any contract, transaction or arrangement with the Company or in which the Company is otherwise interested and may be a director or other officer or otherwise interested in any body corporate promoted by the Company or in which the Company is otherwise interested. No director so interested shall be accountable to the Company, by reason of his being a Director, for any benefit which he derives from such office or interest in any other company. Any Director may act by himself or his firm in a professional capacity for the Company on such terms as to tenure of office, remuneration and otherwise as the Board may determine. A Director shall not vote at a meeting of the Directors in respect of a matter in which he has any material interest otherwise than by virtue of his interest in shares, debentures or other securities of, or otherwise in or through, the Company unless his interest arises only because the case falls within one or more of the following paragraphs: (a) (b) (c) (d) the giving to him of any security, guarantee or indemnity to a third party in respect of a debt or an obligation incurred by him at the request of or for the benefit of the Company or any of its subsidiaries; the giving to a third party of any security, guarantee or indemnity in respect of any obligation of the Company or any of its subsidiaries for which he has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security; the subscription by him for shares, debentures or other securities of the Company or any of its subsidiaries or by virtue of his participation in the underwriting or sub-underwriting of an offer of such shares, debentures or other securities for subscription, or purchase; any proposal concerning any other company in which he is interested, directly or indirectly, whether as an officer or shareholder or 112

116 otherwise, provided that the shares in which he and any connected person with him is interested do not on aggregate represent one per cent. or more of any class of the equity share capital of such company or of the voting rights available to members of the relevant company; (e) (f) any proposal relating to an arrangement in whole or in part for the benefit of the employees of the Company which does not award to him as such any privilege or advantage not generally awarded to the employees to whom such arrangement relates; any proposal concerning the purchase or maintenance of insurance against any liability to the Company or any subsidiary of the Company which would otherwise attach to all or any of the Directors. (vi) (vii) Where proposals are under consideration concerning the appointment of two or more Directors to offices or employments with the Company or any company in which the Company is interested the proposals may be divided and considered in relation to each Director separately and (if not otherwise precluded from voting) each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment. The Company may by ordinary resolution suspend or relax these provisions to any extent or ratify any transaction not duly authorised by reason of a contravention of these provisions. (h) Remuneration of Directors (i) (ii) The Directors are entitled to fees at such rate or rates as may from time to time be determined by the Directors, but the aggregate fees of the Directors (other than any executive directors) will not exceed 100,000 per annum, or such additional sum as may from time to time be determined by the Company by ordinary resolution, to be divided among them in such proportion and manner as the Directors may determine. The Directors shall also be paid by the Company all travelling, hotel and other expenses as they may incur in attending meetings of the Directors or general meetings or otherwise in connection with the discharge of their duties. Any Director who serves on any committee, or who devotes special attention to the business of the Company, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration as the Directors may determine. (i) Retirement of Director There is no restriction on the age of Directors except as required by CA Each Director shall retire from office and shall be eligible for reappointment at the 113

117 third annual general meeting after the general meeting at which he was appointed or last reappointed. (j) Borrowing powers The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital. The Directors shall have unrestricted borrowing powers. (k) Chairman s casting vote The Chairman of the Board will have a casting vote in the event of a tied Board. (l) Shareholders meetings 5. DIRECTORS The Board will convene meetings as required by CA The Board may call general meetings and, on the requisition of members pursuant to the provisions of CA 2006, shall forthwith convene a general meeting. Unless consent to short notice is obtained in accordance with the provisions of CA 2006, an annual general meeting shall be called by at least 21 clear days notice. Every other general meeting shall, subject to the provisions of CA 2006, be called by at least 14 clear days notice. Subject to any other restrictions, every notice of meeting shall be given to all the members, to all other persons who are at the date of the notice entitled to receive notices from the Company and to the Directors and auditors of the Company. Every notice of meeting shall specify the place, the day and the time of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such. 5.1 Details of the Directors and their functions in the Company are set out on page Each of the Directors can be contacted through the registered office. 5.3 None of the Directors nor any persons connected with them, within the meaning of sections 252 and 253 CA 2006 has any interest in the issued share capital of the Company as at the date of this Document and will not have any such interest following the issue of Consideration Shares and the Offer. 5.4 Other than their current directorships in the Company, during the five years immediately prior to the date of this Document, the Directors have held or currently hold the following directorships and/or partnerships, which are incorporated and registered in England & Wales unless otherwise stated: 114

118 Nicholas Hofgren Current GFG Limited (Guernsey) GFG Fund PCC Limited (Guernsey) GFG FX Algo Bond Trading Limited Previous (in last five years) GFG Corellia Bond Trading Limited (Guernsey) GFG Corellia FX Trading Limited (Guernsey) Dolphin Hedge Limited (Guernsey) (Guernsey) GFG FX Trading Limited (Guernsey) GFG Raptor Bond Trading Limited (Guernsey) GFG Property Fund Limited (Guernsey) WHI Services UK Limited The Prince's Teaching Institute Prince Street Funds (Bermuda) Xenfin Fund 1 Trading Limited (Guernsey) 28/29 Cleveland Square Management Company Limited Graeme Johnson Current Mint Corporation (Canada Previous (in last five years) Abu Dhabi Earth Observation Systems Limited (England) Granite & Pine Investments Incorporated (Canada) Armenian Gas and Power Enterprises Incorporated (Canada) Cartesian Re GP S.a.r.l (Luxembourg) The Quebec City Conference (Canada) The Priory School Foundation (Canada) 115

119 L Idée Fédérale (Canada) Nigel Brent Fitzpatrick Current Aboyne-Clyde Rubber Estates of Previous (in last five years) Double V Limited Ceylon Limited Alpha Returns Group plc Forward Catering (Yorkshire) Limited J Burdon & Partners Limited Lombard Capital Plc TIM (My Life is Brilliant) Limited Halcyon Oil & Gas Limited NIM Engineering Limited Optometrics Corporation Low Wave Limited National Governance Association Ocean Park Developments Limited Path Investments PLC Pondermatters Limited Powerhouse Energy UK Limited Powerhouse Energy Group PLC RiskAlliance Consulting Limited RiskAlliance Finance Limited RiskAlliance Group Limited RiskAlliance Management Services Limited Vela Technologies Plc Wakefield City Academies Trust We Education Schools Trust 5.5 Except as disclosed in this paragraph, at the date of this Document none of the Directors is, and during the previous five years none of the Directors has been a member of the administrative, management or supervisory bodies or partner of any company or partnership. 116

120 5.6 None of the Directors has ever been convicted of any offences involving fraud. 5.7 None of the Directors was within the past five years associated with any bankruptcy, receivership or liquidation in their capacity as a member of any administrative, management or supervisory bodies or as a senior manager. 5.8 None of the Directors has been the subject of any public incrimination and/or sanction by any statutory or regulatory authority (including any designated professional body) nor have any of the Directors been disqualified by a court for acting as a member of the administrative, management or supervisory body of a company or from acting in the management or conduct of any affairs of a company. 5.9 Except for the GFG corporate advisory agreement (see paragraph 9.3 below) and the GFG warrant deed (see paragraph 9.4 below) in respect of which Nicholas Hofgren is a director of GFG and Nicholas Hofgren's directorship of GFG Property Fund Limited, which holds a direct or indirect interest in Ordinary Shares, none of the Directors has or has had any interest, whether direct or indirect in any transaction or proposed transaction with the Company which remains in any respect outstanding or unperformed Except for the agreements and directorships referred to in paragraph 5.9 above and 5.11 below, none of the Directors has any conflict of interest, or potential conflict of interest between his duties to the Company and any private interests or other duties Except as disclosed in this paragraph 5, none of the Directors, their immediate families nor any person connected with any Director (within the meaning of section 252 CA 2006) will, following the issue of the Consideration Shares and the Offer Ordinary Shares, have any interest with the beneficial and non-beneficial share or loan capital of the Company or any of its subsidiaries There are no liquidated damages or other compensation payable by the Company upon early termination of the contracts of the Directors. None of the Directors has any commission or profit sharing arrangements with the Company. 6. DIRECTORS' SERVICE AGREEMENTS, LETTERS OF APPOINTMENT AND EMOLUMENTS 6.1 Except as set out in paragraphs 6.2 to 6.4 below, there are no existing or amended service agreements or letters of appointment between any of the current Directors and the Company which have been entered into or amended in the last six months and there are no proposed service agreements or letters of appointment between any of the Directors and the Company or any of its subsidiaries. The appointments described at and 6.4 below are terminable on six, three and one months' notice respectively from either party. 6.2 Nicholas Hofgren was appointed as a director of the Company on 15 November 2016 and entered into a non-executive letter of appointment with the Company on 15 November 2016 under which he is entitled to receive a fee of 20,000 per annum. This letter of appointment was superseded on 8 June 2017 when Nicholas Hofgren entered into a service agreement pursuant to which he undertakes the role of executive director on a part-time basis such that he devotes such time as is reasonably required to perform the duties assigned to him by the board. This agreement is for a period of three years, and thereafter terminable on 6 months notice either side. Under this agreement Nicholas Hofgren is entitled to a salary of 36,000 p.a. 117

121 6.3 Graeme Johnson was appointed as a director of the Company on 15 November 2016 and entered into a non-executive letter of appointment with the Company on 15 November 2016 under which he is entitled to receive a fee of 20,000 per annum. 6.4 Nigel Brent Fitzpatrick was appointed as a director of the Company on 21 March 2012 and his services are provided to the Company pursuant to a non-executive letter of appointment between Ocean Park Developments Limited and the Company with effect from 21 March 2012, under which a fee of 6,000 per annum is paid for Mr Fitzpatrick s services. Payment of such fee was made with effect from admission to trading in October The total remuneration received by the directors of the Company for the last full financial year (being the year ended 31 March 2016) was 27, There are no pension, retirement or similar benefits established by the Company, nor are any such arrangements proposed. 7. EMPLOYEES The Company currently does not have any employees (other than the Directors). 8. MAJOR SHAREHOLDERS 8.1 So far as the Company is aware, the interests, direct or indirect, of persons (other than interests held by the Directors) in three per cent. or more of the Company's issued share capital at the date of this Document are: Name Ordinary Shares held Percentage of Existing Ordinary Shares Huntress (CI) Nominees Limited 16,089, % State Street Nominees Limited 4,622, % Winterflood Securities Limited 1,047, % Fitel Nominees Limited 1,120, % 8.2 So far as the Company is aware, the interests, direct or indirect, of persons (other than interests held by the Directors) in three per cent. or more of the Company's issued share capital immediately following the issue of the Consideration Shares and Offer (assuming full subscription but ignoring the Over-Allotment Facility) will be: 118

122 Ordinary Shares (and percentage) as at the date of this Document Ordinary Shares (and Percentage) on complet-ion of the issue of the Offer Ordinary Shares* Ordinary Shares (and percentage) upon completion of the issue of the Consideration Shares* Ordinary Shares (and percentage) upon completion of the issue of Consideration Shares and the Offer Ordinary Shares* Huntress (CI) Nominees Limited 16,089,784 (52.23%) 16,089,784 (19.21%) 16,089,784 (10.84%) 16,089,784 (7.99%) State Street Nominees Limited 4,622,217 (15.00%) 4,622,217 (5.52%) 4,622,217 (3.11%) 4,622,217 (2.30%) Winterflood Securities Limited 1,047,928 (3.40%) 1,047,928 (1.25%) 1,047,928 (0.71%) 1,047,928 (0.52%)% Fitel Nominees Limited 1,120,277 (3.64%) 1,120,277 (1.34%) 1,120,277 (0.75%) 1,120,277 (0.56%) Dolphin Capital 126 Projekt GmbH & Co. KG** N/A N/A 13,678,464 (9.21%) 13,678,464 (6.79%) Dolphin Capital 214 Projekt GmbH & Co. KG** N/A N/A 60,725,020 (40.90%)*** 60,725,020 (30.15%)*** Dolphin Capital 192 Projekt GmbH & Co. KG** N/A N/A 18,094,829 (12.19%) 18,094,829 (8.98%) Dolphin Capital 112 Projekt GmbH & Co. KG** N/A N/A 25,148,746 (16.94%) 25,148,746 (12.49%) *On the basis of the present assumption that none of the existing Shareholders will participate in the Offer, the Consideration Shares are issued in full and are issued to the 119

123 vendor of the relevant Property and the Offer is fully subscribed ignoring the Over- Allotment Facility. ** Under the relevant Property Purchase Agreement each vendor has the option to nominate a third party to acquire some or all of the Consideration Shares in place of the vendor. *** Dolphin Capital 214 Projekt GmbH & Co. KG intends to nominate a third party or parties to acquire some or all of the Consideration Shares to be issued under the relevant Property Purchase Agreement, thereby ensuring that no such new shareholder(s) would exceed the threshold which would require it to make a mandatory offer under rule 9 of the City Code on Takeovers and Mergers (the Takeover Code). 8.3 The Company is not directly or indirectly owned or controlled by any single Shareholder or group of Shareholders who are connected. 8.4 None of the Company's major Shareholders have different voting rights to those of other Shareholders. 8.5 So far as the Company is aware, there are no arrangements in place, the operation of which may at a subsequent date result in a change of control of the Company. 9. MATERIAL CONTRACTS 9.1 Set out below is a summary of each material contract (not being contracts entered into in the ordinary course of business) entered into by any member of the Group: (a) within the two years immediately preceding the date of this Document or (b) which contains any provision under which the relevant Group member has any obligation or entitlement which is material to it as at the date of this Document. 9.2 Subscription Agreements Subscription agreements were entered into on 3 August 2016 between the Company and separately each of GFG Property Fund Limited, Tahir Investment Capital Limited, Heartwell Holdings Limited, Walters Capital Limited and Senges Limited. Pursuant to the Subscription Agreements, each subscriber conditionally agreed to subscribe for Ordinary Shares at an issue price of 15p per share. Completion of the Subscription Agreements took place on 3 October Certain warranties were given by the Company and Anthony Brennan (a former director of the Company) to the subscribers pursuant to the Subscription Agreements. 9.3 GFG Corporate Advisory Agreement The Company and GFG have entered into a corporate advisory agreement on 2 June 2017 (in place of the corporate advisory agreement dated 30 September 2016) pursuant to which GFG provides advisory services to the Company in connection with potential offers or private placements, credit facilities and acquisitions and disposals for a period of three years. In consideration for the performance of such corporate advisory services, GFG receives (a) an annual advisory fee of 100,000; (b) a monthly management fee of 120

124 7,500 until such time as the net asset value of the Company exceeds 10,000,000, whereupon such fee shall be calculated at a rate of (i) 1.25% per annum of the net asset value or (ii) 25,000 per month, whichever is the greater; and (c) a structuring fee equal to up to 2.5% of the value of the relevant transaction. GFG has elected to receive the structuring fee payable in respect of the Acquisition in Ordinary Shares at the Issue Price. GFG may be involved in other financial, investment or professional activities that may give rise to conflicts of interest with the Company. In particular, GFG currently provides, and expects to continue to provide, investment management, investment advisory or other services to a number of other companies, collective investment schemes or accounts that may have similar investment objectives and/or policies to those of the Company and may receive fees for doing so. GFG may also recommend that the Company makes investments into and/or acquires properties from or disposes of properties to such other companies, collective investment schemes or accounts that GFG advises, manages or provides other services to. GFG may give advice or take action with respect to its other clients that differs from the advice given or actions taken with respect to the Company. GFG will ensure that transactions effected by it or an associate in which it has, directly or indirectly, a material interest, are effected on terms which are not materially less favourable to the Company than if the potential conflict had not existed. 9.4 GFG Warrant Deed The Company and GFG entered into a warrant deed on 3 October 2016 entitling GFG to subscribe for such number of Ordinary Shares as shall be equal to 5 per cent. of the Company's issued share capital, as enlarged by such issue, at a price of 15p per Ordinary Share, exercisable in whole or in part at any time and from time to time within a period of 5 years of the date of the deed. 9.5 Delta Warrant Deed The Company and Delta entered into a warrant deed on 3 October 2016 entitling Delta to subscribe for 616,115 Ordinary Shares at a price of 15p per Ordinary Share exercisable in whole or in part at any time and from time to time within a period of 2 years of the date of the deed. 9.6 The Berchtesgaden Purchase Agreement The Berchtesgaden SPV and Dolphin Capital 112 Projekt GmbH & Co. KG have entered into a conditional purchase agreement dated 7 April 2017 in respect of the unencumbered title to the Berchtesgaden Property, which will be purchased by the Berchtesgaden SPV at a price of 4,110,000, such consideration to be satisfied by the issue and allotment of Consideration Shares at a price of 17 pence per Consideration Share at the Euro to Sterling exchange rate prevailing on the day prior to completion of the Berchtesgaden Purchase Agreement to Dolphin Capital 112 Projekt GmbH & Co. KG. Under the terms of the Berchtesgaden Purchase Agreement Dolphin Capital 112 Projekt GmbH & Co. KG is entitled to request that the Consideration Shares shall be 121

125 issued and allotted to a third party as it may designate. Completion of the Berchtesgaden Purchase Agreement is conditional upon, inter alia, Admission of the Consideration Shares. The number of Consideration Shares to be issued and allotted to Dolphin Capital 112 Projekt GmbH & Co. KG or its designee pursuant to the Berchtesgaden Purchase Agreement has been calculated by reference to the purchase price of the Berchtesgaden Property. 9.7 The Bamberg Purchase Agreement The Bamberg SPV and Dolphin Capital 192 Projekt GmbH & Co. KG have entered into a conditional purchase agreement dated 7 April 2017 in respect of the unencumbered title to the Bamberg Property which will be purchased by the Bamberg SPV at a price of 2,950,000, such consideration to be satisfied by the issue and allotment of Consideration Shares at a price of 17 pence per Consideration Share at the Euro to Sterling exchange rate prevailing on the day prior to completion of the Bamberg Purchase Agreement to Dolphin Capital 192 Projekt GmbH & Co. KG. Under the terms of the Bamberg Purchase Agreement Dolphin Capital 192 Projekt GmbH & Co. KG is entitled to request that the Consideration Shares shall be issued and allotted to a third party as it may designate. Completion of the Bamberg Purchase Agreement is conditional upon, inter alia, Admission of the Consideration Shares. The number of Consideration Shares to be issued and allotted to Dolphin Capital 192 Projekt GmbH & Co. KG or its designee pursuant to the Bamberg Purchase Agreement has been calculated by reference to the purchase price of the Bamberg Property. 9.8 The Haag Purchase Agreement The Haag SPV and Dolphin Capital 126 Projekt GmbH & Co. KG have entered into a conditional purchase agreement dated 7 April 2017 in respect of the unencumbered title to the Haag Property which will be purchased by the Haag SPV at a price of 2,230,000, such consideration to be satisfied by the issue of Consideration Shares at a price of 17 pence per Consideration Share at the Euro to Sterling exchange rate prevailing on the day prior to completion of the Haag Purchase Agreement to Dolphin Capital 126 Projekt GmbH & Co. KG. Under the terms of the Haag Purchase Agreement Dolphin Capital 126 Projekt GmbH & Co. KG is entitled to request that the Consideration Shares shall be issued and allotted to a third party as it may designate. Completion of the Haag Purchase Agreement is conditional upon, inter alia, the Admission of the Consideration Shares. The number of Consideration Shares to be issued and allotted to Dolphin Capital 126 Projekt GmbH & Co. KG or its designee pursuant to the Haag Purchase Agreement has been calculated by reference to the purchase price of the Haag Property. 9.9 The Hanau Purchase Agreement The Hanau SPV and Dolphin Capital 214 Projekt GmbH & Co. KG have entered into a conditional purchase agreement dated 7 April 2017 in respect of the unencumbered title to the Hanau Property which will be purchased by the Hanau SPV at a price of 9,900,000, such consideration to be satisfied by the issue of Consideration Shares at a price of 17 pence per Consideration Share at the Euro to Sterling exchange rate prevailing on the day prior to completion of the Hanau Purchase Agreement to Dolphin 122

126 Capital 214 Projekt GmbH & Co. KG. Under the terms of the Hanau Purchase Agreement Dolphin Capital 214 Projekt GmbH & Co. KG is entitled to request that the Consideration Shares shall be issued and allotted to a third party as it may designate. Completion of the Hanau Purchase Agreement is conditional upon, inter alia, the Admission of the Consideration Shares. The number of Consideration Shares to be issued and allotted to Dolphin Capital 214 Projekt GmbH & Co. KG or its designee pursuant to the Hanau Purchase Agreement has been calculated by reference to the purchase price of the Hanau Property An introducer agreement dated 2 June 2017 has been entered into between the Company and Core Properties (the Introducer ) pursuant to which the Company has, with effect from 1 October 2016, appointed the Introducer on a non-exclusive basis for a period of three years to introduce property acquisitions and investors to the Company in return for commission. The Company has no obligation to proceed with any such introduction. In consideration for the services provided by the Introducer, the Company shall pay the Introducer: (i) a commission equal to 5% of the gross value related to an acquisition where the consideration for the property is settled in the form of fully paid Ordinary Shares; or (ii) a commission equal to 1.5% of the gross value related to an acquisition where the consideration for the property is in cash; or (iii) a commission equal to 2.5% of the gross value related to an investment. The Introducer has elected to receive 75% of the commission due in respect of the Acquisition in Ordinary Shares at the Issue Price. The Introducer (and/or associates thereof) may receive payment from third parties (including prospective sellers and investors introduced to the Company) and the Introducer shall have no obligation to disclose any such payments to the Company and any such payments shall not be credited against any fees or commission due to the Introducer from the Company. 10. RELATED PARTY TRANSACTIONS Except as disclosed in the notes to the relevant financial statements and in respect of the arrangements summarised in paragraph 5.9, the Company has not been a party to any transactions with related parties in the period covered by the historical financial information up to the date of this Document. 11. PROPERTIES As at the date of this Document, the Company does not own any premises or hold any freehold or leasehold interests in any properties. 12. LITIGATION There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened so far as the Company is aware) in the 12 months prior to the date of this Document which may have, or have had in the recent past, significant effects on the financial position or profitability of any member of the Group. 123

127 13. WORKING CAPITAL The Company is of the opinion that the working capital available to the Group is sufficient for its present requirements, that is, for at least 12 months from the date of this Document. 14. NO SIGNIFICANT CHANGE There has been no significant change in the trading or financial position of the Group since 31 December 2016, being the date as at which the unaudited interim financial statements set out in Part VIII was prepared. 15. INTELLECTUAL PROPERTY The Company is not dependent on any patents, licences, industry, commercial or financial contracts, or new manufacturing processes, where such are of fundamental importance to the Group's business or profitability. 16. CORPORATE GOVERNANCE 16.1 Corporate Governance Code As a Company listed on the standard segment of the Official List of the UK Listing Authority, the Company is not required to comply with the provisions of the Corporate Governance Code. However, in the interests of observing best practice on corporate governance, the Company complies with the provisions of the Corporate Governance Code insofar as is appropriate, except that: Given the size of the Board and the fact the Company is not yet running an operational trading business, certain provisions of the Corporate Governance Code (in particular the provisions relating to the composition of the Board and the division of responsibilities between the Chairman and chief executive and executive compensation) are not being complied with by the Company as the Board considers these provisions to be inapplicable to the Company. Until an acquisition is made, the Company will not have separate audit and risk, nominations or remuneration committees. The Board as a whole will instead review audit and risk matters, as well as the Board s size, structure and composition and the scale and structure of the Directors fees, taking into account the interests of Shareholders and the performance of the Company. Following the completion of the Acquisition, the Board intends to put in place audit and risk, nomination and remuneration committees Share dealings The Company has in place procedures ensuring compliance with the new Market Abuse Regulation (MAR) and the Board will be responsible for taking all proper and reasonable steps to ensure compliance with the MAR by the Directors. 124

128 17. CITY CODE AND TAKEOVERS The City Code is issued and administered by the Takeover Panel. The Takeover Panel has been designated as the supervisory authority to carry out certain regulatory functions in relation to takeovers pursuant to the Directive on Takeover Bids (2004/25/EC) (the Directive ). Following the implementation of the Directive by the Takeovers Directive (Interim Implementation) Regulations 2006, the rules in the City Code (which are derived from the Directive) now have a statutory basis. The City Code applies to all takeovers and merger transactions, however effected, where, amongst other things, the offeree company is a public company which has its registered office in the United Kingdom, the Isle of Man or the Channel Islands if the company has its securities admitted to trading on a regulated market in the United Kingdom or on any stock exchange in the Channel Islands or the Isle of Man. The City Code, therefore, applies to the Company and its Shareholders will be entitled to the protection afforded by the City Code. Under Rule 9 of the City Code, where: (i) any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares in which persons in which he is already interested and in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company subject to the City Code; or (ii) any person who, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30 per cent. but not more than 50 per cent. of the voting rights of such a company, if such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested, then, except with the consent of the Takeover Panel, he, and any person acting in concert with him, must make a general offer in cash to the holders of any class of equity share capital whether voting or non-voting and also to the holders of any other class of transferable securities carrying voting rights to acquire the balance of the shares not held by him and his concert party. Save where the Takeover Panel permits otherwise, an offer under Rule 9 of the City Code must be in cash and at the highest price paid within the 12 months prior to the announcement of the offer for any shares in the company by the person required to make the offer or any person acting in concert with him. Offers for different classes of equity share capital must be comparable; the Takeover Panel should be consulted in advance in such cases. Squeeze-out and sell-out provisions Part 28 of CA 2006 governs squeeze-out and sell-out provisions, which are triggered when a person acquires 90 per cent. of both the issued shares and voting rights in the Company as a result of having made a takeover offer for the Company. Under this regime, such an acquirer may serve a notice on the remaining minority shareholder stating that it desires to buy their shares ( squeeze-out ) and, conversely, the remaining minority shareholder may exercise in writing its right to require the acquirer to acquire its shares ( sell out ). The consideration offered to the minority 125

129 shareholder whose shares are compulsorily acquired must, in general, be the same as the consideration that was available under the takeover offer. Both squeeze-out and sell-out rights are exercisable within a three month period from the end of the period within which the takeover offer can be accepted. Under the squeeze-out provisions, the acquirer must, at the end of six weeks from the date of the notice, send a copy of its notice and an executed transfer for the shares to the Company and pay the consideration for the shares to the Company, whereupon the shares will be registered in the name of the acquirer. The consideration is then held on trust by the Company for the minority shareholder. Under the sell-out provisions, the acquirer is entitled and bound to acquire the shares on the terms of the takeover offer or on such other terms as may be agreed. 18. GENERAL 18.1 Grant Thornton UK LLP were appointed as the auditors of the Company on 19 November Grant Thornton UK LLP are registered to carry out audit work by the Institute of Chartered Accountants in England and Wales at the address of 2nd Floor, St. John's House, Haslett Avenue West, Crawley, West Sussex, RH10 1HS Application has been made for the Enlarged Share Issued Capital to be admitted to the Standard List and to the London Stock Exchange for such shares to be admitted to trading on the London Stock Exchange s main market for listed securities. Admission is expected to take place and unconditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange at 8.00 a.m. on 15 June 2017 in respect of the Existing Ordinary Shares, within five Business Days of each Handover Date in respect of the Consideration Shares and within five Business Days of allotment in respect of the Offer Ordinary Shares In accordance with Listing Rule , upon the admission of the Ordinary Shares and at all times thereafter, at least 25% of the Ordinary Shares as a listed class will be in public hands (as defined in the Listing Rules) The net costs of the Offer are approximately 65,000 and the net costs of the Acquisition (including taxes and the issue of the Consideration Shares) are approximately 1,320, Save as disclosed in this Document, no major Shareholder or Director intends to subscribe for Offer Ordinary Shares under the Offer. 19. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents may be inspected at the Company s registered office at 3 rd Floor, St. James's Square, London, United Kingdom, SW1Y 4LB during normal business hours of any weekday (Saturdays, Sundays and public holidays excepted) from the date of this Document until 12 months thereafter: 19.1 the Articles of Association of the Company; 126

130 19.2 this Document; 19.3 the service contracts/letters of appointment of Directors referred to above; and 19.4 the material contracts referred to above. 9 June

131 PART XI INFORMATION INCORPORATED BY REFERENCE Historical financial information relating to the Company on the matters referred to below is included in the 2014, 2015 and 2016 Annual Report and Accounts and is expressly incorporated by reference into this Document. Reference document Information incorporated by reference in this Document Page number(s) in reference document Annual Report and Accounts for the financial year ended 31 March 2016 Statement of profit or loss and other comprehensive income Statement of financial position 22 Statement of changes in equity Statement of cash flows 24 Notes to the financial statements Chairman s Report 4 Independent auditors report Directors report 5-10 Annual Report and Accounts for the financial year ended 31 March 2015 Statement of profit or loss and other comprehensive income Statement of financial position Statement of changes in equity 23 Statement of cash flows 24 Notes to the financial statements Chairman s Report 4 Independent auditors report Directors report 5-10 Annual Report and Accounts for the financial year ended 31 March 2014 Statement of profit or loss and other comprehensive income Statement of financial position Statement of changes in equity

132 Statement of cash flows 24 Notes to the financial statements Chairman s Report 4 Independent auditors report Directors report 5-10 Unaudited interim accounts for the six months to 30 September 2015 Unaudited statement of profit or loss and other comprehensive income Statement of financial position 3 2 Unaudited statement of changes in equity 4 Unaudited statement of cash flows 5 Notes to the interim accounts 6-7 Chairman s Report 1 Directors report 8 Unaudited interim accounts for the six months to 30 September 2016 Unaudited statement of profit or loss and other comprehensive income Statement of financial position Unaudited statement of changes in equity 3 Unaudited statement of cash flows 4 Notes to the interim accounts 4-6 Chairman s Report 1 Directors report 6 Any non-incorporated parts of a document referred to herein are either deemed not relevant for an investor or are otherwise covered elsewhere in this Document. 129

133 PART XII DEFINITIONS The following definitions apply throughout this Document unless the context requires otherwise: or EUR or euro the currency introduced at the start of the third stage of the European economic and monetary union pursuant to the Treaty establishing the European Union, as amended. or Sterling the lawful currency of the United Kingdom. Acquisition the acquisition of the Properties as part of the Company s overall business objective and strategy, as described in Part II of this Document. Acquisition Vehicles the Bamberg SPV, Berchtesgaden SPV, Haag SPV and Hanau SPV, each of which shall acquire a Property in connection with the Acquisition. Admission the admission of the Ordinary Shares to the standard listing segment of the Official List, and to trading on the London Stock Exchange s main market for listed securities, becoming effective. Application Form the application form pursuant to which Ordinary Shares under the Offer are applied for, as set out in Part XIII of this Document. Articles the articles of association of the Company. Bamberg Property the property at Untere Konigstrasse 13-15, 96052, Bamberg, Germany with land register folio Bamberg Purchase Agreement the conditional purchase agreement entered into on 7 April 2017 between the Bamberg SPV and Dolphin Capital 192 Projekt GmbH & Co. KG in respect of the Bamberg Property as described in paragraph 9.7 of Part X of this Document (Material Contracts). Bamberg SPV Vordere Bamberg 1 GmbH & Co. KG, a limited partnership duly organised and existing under the laws of Germany with registration number HRA 49525, whose registered office is at Westendstr. 28, Frankfurt am Main. Berchtesgaden Property the property at Maximilianstrasse 16, 83471, Berchtesgaden, Germany with land register folios 1556 to 1563 and Berchtesgaden Purchase Agreement the conditional purchase agreement entered into on 7 April 2017 between the Berchtesgaden SPV and Dolphin Capital 112 Projekt GmbH & Co. KG in respect of the Berchtesgaden Property as described in paragraph 9.6 of Part X of this Document (Material Contracts). 130

134 Berchtesgaden SPV Vordere Berchtesgaden 1 GmbH & Co. KG, a limited partnership duly organised and existing under the laws of Germany with registration number HRA whose registered office is at Westendstr. 28, Frankfurt am Main. Brexit the proposed exit by the UK from the European Union following the referendum in the UK on 23 June 2016 and the triggering of Article 50 of the Treaty of the European Union on 29 March Board or Directors the directors of the Company whose names are set out on page 43 of this Document. Business Days a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for ordinary banking business in London. CA 2006 the Companies Act 2006, as amended. City Code the City Code on Takeovers and Mergers published by the Takeover Panel. Company Vordere plc incorporated in England and Wales with registered number Conditions the passing of the Resolutions and Admission. Consideration Shares the Ordinary Shares to be issued pursuant to the Purchase Agreements. Corporate Governance Code the UK Corporate Governance Code, as updated and published by the Financial Reporting Council. CREST the paperless share settlement system and system for the holding and transfer of shares in uncertified form in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations). CREST Applicant an applicant for Ordinary Shares under the Offer who submits a CREST Application. CREST Application an application for Ordinary Shares under the Offer made by electing for CREST in the Application Form, and conducted in accordance with the terms and conditions set out in Section (C) of Part XIII. CREST Manual the CREST Manual referred to in agreements entered into by Euroclear and available at CREST Member a person who has been admitted to Euroclear as a system-member (as defined in the CREST Regulations). 131

135 CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended. Delta Capital Delta Capital Pty Ltd, incorporated in Perth, Australia with Australian Company Number Disclosure Guidance and Transparency Rules the disclosure guidance and transparency rules of the FCA. Document this document. Enlarged Issued Share Capital the issued share capital of the Company following the completion of the Purchase Agreements and the Offer, assuming that the Offer is fully subscribed, all the Purchase Agreements are completed and all of the Consideration Shares are issued and allotted, comprising 201,394,018 Ordinary Shares. ERISA the US Employee Retirement Income Security Act of 1974, as amended. European Economic Area or EEA territories comprising the European Union together with Norway, Iceland and Liechtenstein and (for the avoidance of doubt following Brexit) the UK. Excluded Territory the United States, Canada, Australia, the Republic of South Africa, Japan, any Member State (other than the UK) and any other jurisdiction where the extension or availability of the Ordinary Shares or the Offer would breach any applicable law. Existing Ordinary Shares the 30,805,783 Ordinary Shares in issue at the date of this Document. FCA or Financial Conduct Authority the Financial Conduct Authority. FSMA the Financial Services and Markets Act 2000, as amended. GFG GFG Limited, incorporated in Guernsey with company number Group the Company and its subsidiaries (including without limitation its interest in the Berchtesgaden SPV, the Haag SPV, the Bamberg SPV and the Hanau SPV through its wholly owned subsidiaries, Vordere Capital S.a.r.l and St James Square Management GmbH) Haag Property the property at Haupstrasse 9, 83527, Haag, Germany with land register folio

136 Haag Purchase Agreement the conditional purchase agreement entered into on 7 April 2017 between the Haag SPV and Dolphin Capital 126 Projekt GmbH & Co. KG in respect of the Haag Property as described in paragraph 9.8 of Part X of this Document (Material Contracts). Haag SPV Vordere Haag 1 GmbH & Co. KG, a limited partnership duly organised and existing under the laws of Germany, with registered number HRA whose registered office is at Westendstr. 28, Frankfurt am Main. Hanau Property the property at Kinzigheimer Weg, 17-13, 17-35, 37a and (odd numbers), 63450, Hanau, Germany with land register folios 10777, and Hanau Purchase Agreement the conditional purchase agreement entered on into 7 April 2017 between the Hanau SPV and Dolphin Capital 214 Projekt GmbH & Co. KG in respect of the Hanau Property as described in paragraph 9.9 of Part X of this Document (Material Contracts). Hanau SPV Vordere Hanau 1 GmbH & Co. KG, a limited partnership duly organised and existing under the laws of Germany with registered number HRA whose registered office is at Westendstr. 28, Frankfurt am Main. Handover Date the date of completion of the acquisition of the relevant Property, in accordance with the terms of the relevant Purchase Agreement. HMRC HM Revenue & Customs. Issue Price 0.17 per Ordinary Share. Listing Rules the Listing Rules of the FCA. London Stock Exchange London Stock Exchange plc. Member State an EEA State as defined in the Prospectus Rules. OECD Member Countries the member countries of the Organisation for Economic Co-operation and Development Offer the offer of up to 52,941,176 Ordinary Shares at the Issue Price, as described in this Document, together with the Over-Allotment Facility of up to a further 52,941,176 Ordinary Shares (if applicable). 133

137 Offer Ordinary Shares Ordinary Shares to be issued fully paid pursuant to the Offer. Official List the Official List maintained by the UKLA. Ordinary Shares ordinary shares of nominal value 0.02 each in the capital of the Company. Over-Allotment Facility the ability of the Directors (at their discretion) if the Offer is oversubscribed to increase the number of Offer Ordinary Shares available for subscription under the Offer by up to a further 52,941,176 Ordinary Shares. Overseas Shareholders holders of Ordinary Shares who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, or which are corporations, partnerships or other entities created or organised under the laws of countries other than the UK or persons who are nominees or custodians, trustees or guardians for citizens, residents in or nationals of, countries other than the UK which may be affected by the laws or regulatory requirements of the relevant jurisdictions. Premium Listing a Premium Listing on the Official List under Chapter 6 of the Listing Rules. Properties and each a Property the Berchtesgaden Property, the Haag Property, the Bamberg Property and the Hanau Property. Prospectus Directive the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (no. 2003/71/EC). Prospectus Rules the Prospectus Rules of the FCA. Purchase Agreements together the Berchtesgaden Purchase Agreement, the Bamberg Purchase Agreement, the Haag Purchase Agreement and the Hanau Purchase Agreement. Registrar Neville Registrars Limited. Regulation S Regulation S promulgated under the Securities Act. Regulated Information Service or RIS one of the regulated information services authorised by the RIS or UKLA to receive, process and disseminate regulated information in respect of listed companies. Resolutions resolutions 1 to 4 set out in the notice of general meeting of the Company dated 28 March 2017 in respect of a general meeting held on 24 April Reverse Takeover a transaction defined as a reverse takeover in Listing Rule 5.6.4R. 134

138 Securities Act the United States Securities Act of 1933, as amended. Shareholders holders of Ordinary Shares. Standard Listing a standard listing on the Official List under Chapter 14 of the Listing Rules. Subscription Agreements the subscription agreements between the Company and certain investors as described in paragraph 9.2 of Part X. Subsidiary has the meaning given to it by section 1159 CA Takeover Panel the Panel on Takeovers and Mergers. Terms and Conditions the terms and conditions applying to the Offer, as set out in Part XIII of this Document. UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland. UK Listing Authority or UKLA the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA in the exercise of its functions in respect of, among other things, the admission to the Official List. United States, US or USA the United States of America, its territories and possessions. Valuation Report the independent valuation report prepared by Jones Lang LaSalle GmbH in respect of the Properties as set out in Part VII of this Document. 135

139 PART XIII TERMS AND CONDITIONS OF THE OFFER AND APPLICATION FORM A. INTRODUCTION The Company is proposing to raise up to 9,000,000 (before expenses) by the issue of up to 52,941,176 Ordinary Shares pursuant to the Offer at the Issue Price. The Company may also issue up to a further 52,941,176 Ordinary Shares pursuant to the Over-Allotment Facility in the event that the Offer is over-subscribed. The Offer will close within twelve months of the date of this Document, at the discretion of the Directors. This Part XIII and the accompanying Application Form contain the formal terms and conditions of the Offer. An investor subscribing for Ordinary Shares under the Offer (Investor) is advised to read the entirety of the prospectus of which this Part XIII forms part, together with any supplementary prospectus. The Ordinary Shares issued under the Offer will, when issued fully paid, rank equally in all respects with all other Ordinary Shares, including as to voting and the right to receive all dividends and distributions. Application will be made to the UK Listing Authority for the Ordinary Shares issued pursuant to the Offer to be admitted to the standard segment of the Official List of the UKLA and to the London Stock Exchange for admission to trading on the main market for listed securities of the London Stock Exchange. The Investor will complete the Application Form annexed to these Terms and Conditions. The Company and any agent may require any Investor to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and/or may require any such Investor to execute a separate placing letter, subscription agreement or additional application form. An Investor may complete more than one Application Form. If the Offer is oversubscribed, the maximum subscription may be increased at the discretion of the Board in accordance with the Over-Allotment Facility. There is no minimum subscription for the Offer. B. CERTIFICATED / NON-CREST APPLICANTS AND INVESTORS 1. Applications 1.1 Applications to acquire Ordinary Shares under the Offer must be made on the Application Form attached at the end of this Document (or otherwise provided by the Company). All applications under the Offer must be for Ordinary Shares with an aggregate minimum subscription price of 1,000 and in multiples of 100. Investors may make more than one application. There is no maximum, other than by reference to the size of the Offer. 1.2 By completing and delivering an Application Form to the Company an Investor: irrevocably undertakes to subscribe for the number of Ordinary Shares specified in the Application Form (or such lesser amount for which the 136

140 application is accepted by the Company, in its discretion) at the Issue Price, on these Terms and Conditions, and otherwise on the terms and conditions set out in this Document, the Application Form and the Articles, and an Investor agrees to be bound by and adhere to the Company s Articles as if it were directly a party to the same; undertakes to pay (by such payment method as may be agreed with the Company) the Issue Price for each Ordinary Share (payable in full on application) in respect of which the application is accepted, and warrants that such remittance will be honoured on full presentation and agrees that if such remittance is not so honoured the Investor will not be entitled to be allotted and issued any Ordinary Shares nor to enjoy or receive any rights or distributions in respect of such Ordinary Shares unless and until the Investor makes payment to the Company in cleared funds for such Ordinary Shares; undertakes that said Investor will upon request promptly provide to the Company and/or the Registrar such information and verification of identity as may be required to the satisfaction of the Company, its Registrar and any agents acting on their behalf to register the Investor as a shareholder in the Company and agrees that the Investor will not be entitled to be allotted and issued any Ordinary Shares nor to enjoy or receive any rights or distributions in respect of such Ordinary Shares unless and until such information is provided; agrees that any error in the register of members of the Company arising as a result of said Investor s remittance not being honoured on first presentation in accordance with condition above, failure to provide information by said Investor in accordance with condition or as a result of any other error in connection with the application for Ordinary Shares, or as a result of termination of any agreement to allocate Ordinary Shares pursuant to these Terms and Conditions may be rectified and, in addition and without prejudice to the foregoing, and hereby irrevocably authorises the Company, or any person appointed by it for this purpose, to execute on the Investor s behalf any instrument of transfer which may be necessary to effect any re-allocation or sale of Ordinary Shares to any other person arising as a result of the foregoing. The right to rectify the register of members of the Company, and/or the power to re-allocate or sell Ordinary Shares contained in this paragraph, are in addition to any other rights, powers and remedies which would otherwise be available to the Company in the event of a breach by the Investor of these Terms and Conditions; warrants and confirms that: the Investor is not a person engaged in money laundering; none of the monies or assets transferred or to be transferred to (or for the account of) the Company and its agents by the Investor are, or will be, the proceeds of criminal activities; 137

141 the Investor is not a prohibited individual or entity or resident in a prohibited country or territory listed on the United States Department of Treasury s Office of Foreign Assets Control ( OFAC ) website and that the Investor is not directly or indirectly affiliated with any country, territory, individual or entity named on an OAFC list or prohibited by any OAFC sanctions programmes; undertakes to ensure that, in the case of the Investor s Application Form being signed by someone other than the applicant, the original of the relevant power of attorney or other authority (or a complete copy certified by a solicitor or a bank) is enclosed with the Application Form; undertakes to pay interest at the rate prescribed in paragraph below if the remittance accompanying the Application Form is not honoured on first presentation; acknowledges that any application may be rejected in whole or in part at the sole discretion of the Company; and agrees to these Terms and Conditions and undertakes to comply with the same. 2. Acceptance of applications 2.1 The Investor agrees that acceptance of its application shall be constituted by the Company by notifying the London Stock Exchange of the basis of allocation, or such other basis as the Company may determine, in its discretion. 2.2 The Company and its agents reserve the right to: treat as invalid any application not complying fully with these Terms and Conditions or not in all respects completed or in accordance with the instructions on the Application Form; waive in whole or in part any of the provisions of these Terms of Conditions, whether generally or in respect of one or more applications, including in particular (but without limitation) to accept an application for Ordinary Shares under the Offer where an Investor has agreed in some other manner satisfactory to the Company and its agents to apply for Ordinary Shares; require an Investor to pay interest or its other resulting costs (or both) if the remittance accompanying the application is not honoured on first presentation. If the Investor is required to pay interest, the Investor will be obliged to pay the amount determined by the Company to be the interest on the amount of the failed remittance from the date on which the basis of allocation under the Offer is publicly announced, until the date of receipt of cleared funds. The rate of interest will be the then published bank base rate of a clearing bank selected by the Company plus two per cent. per annum; and 138

142 2.2.4 accept or reject, in whole or in part, any application, at their absolute discretion. 3. Conditions 3.1 The contracts created by the acceptance of applications made pursuant to the Application Form will be conditional on the admission to trading of the relevant Ordinary Shares to the standard segment of the Official List of the UKLA and the main market for listed securities of the London Stock Exchange. 3.2 The Company expressly reserves the right to determine, at any time prior to admission as described in paragraph 3.1, not to proceed with the Offer, but the Offer will not be revoked after dealings in the shares have commenced. 3.3 An Investor will not be entitled to exercise any remedy of rescission for innocent misrepresentation (including pre-contractual representations) at any time after acceptance. This does not affect any other rights an Investor may have. 3.4 The Offer is not conditional upon completion of the Acquisition. 4. Return of application monies If any application is not accepted, or is accepted in part only, or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance of the amount paid on application will be returned to Investors without interest. 5. Warranties, acknowledgments and confirmations By completing an Application Form, an Investor: 5.1 warrants that if it signs the Application Form on behalf of somebody else or on behalf of a corporation, it has due authority to do so on behalf of that other person and that such other person will be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained in these Terms and Conditions and undertakes to enclose a power of attorney or other authority or a complete copy thereof duly certified by a solicitor or a bank; 5.2 acknowledges that, if it is not resident in the United Kingdom, no action has been taken to permit a public offer in its jurisdiction and that, if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its application, warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with the application in any territory and that it has not taken any action or omitted to take any action which will result in the Company or its agents or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Offer or the application; 139

143 6. CREST confirms that in making an application it is not relying on any information or representations in relation to the Company and the Ordinary Shares other than that contained in this Document (as may be supplemented by a supplementary prospectus) on the basis of which alone the application is made, and accordingly agrees that no person responsible solely or jointly for this Document or any part thereof shall have any liability for any such other information or representations; acknowledges that no person is authorised in connection with the Offer to give any information or make any representation other than as contained in this Document (as may be supplemented by a supplementary prospectus) and, if given or made, any information or representation must not be relied upon as having been authorised by the Company or any of its agents; warrants that it is either a company or other body corporate duly incorporated and validly existing with authority to sign the Application Form and to apply for Ordinary Shares or an individual who is not under the age of 18 years old on the date of the application; agrees that all documents and monies sent by post, by or on behalf of the Company or any of its agents, will be sent at the Investor s risk and, in the case of documents and returned monies, may be sent to the Investor at the address as set out in the Application Form; confirms that it has reviewed the restrictions contained in these Terms and Conditions and warrants and undertakes, that it (and any person on whose behalf the Investor applies) complies or has complied with the provisions of these Terms and Conditions; warrants that it is not in the United States, or subscribing for the Ordinary Shares for the account of any person in the United States, and is not a Canadian person, or an individual, corporation or other entity resident in any EEA state (other than the UK), the Republic of South Africa, Japan or Australia or any other jurisdiction where it would be unlawful; and warrants that the details relating to the Investor as set out in the Investor s Application Form are correct. The Offer Ordinary Shares will be capable of being settled and subsequently transferred by means of the CREST system. Investors who wish to take account of the ability to hold and trade their Ordinary Shares in uncertificated form (and who have access to a CREST account) may do so by completing the relevant Section of the Application Form accordingly. Investors that receive Ordinary Shares in certificated form may also arrange through their professional adviser to convert their holding into dematerialised form. 140

144 7. Miscellaneous 7.1 To the extent permitted by law, all representations, warranties and conditions, express or implied and whether statutory or otherwise (including, without limitation, precontractual representations but excluding any fraudulent representations), are expressly excluded in relation to the Ordinary Shares and the Offer. 7.2 The rights and remedies of the Company and its agents under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to them, and the exercise or partial exercise of one will not prevent the exercise of others. 7.3 The Investor authorises the Company or any person appointed by it, as the Investor s agent, to do all things necessary to effect registration of any Ordinary Shares subscribed for in the Investor s name and authorises any representatives of the same to complete any document required therefor. 7.4 The Investor agrees that it is a condition of application that any information supplied by an applicant or on his behalf or derived from the processing thereof may be used by the Company and its agents, and/or disclosed to the Company, its agents or advisers in connection with and for the purposes of the Offer and, for the purposes of the UK Data Protection Act 1998 (or any statutory modification or substitutions), and the Investor consents to the use and disclosure of this information. 7.5 The Investor agrees that a failure to receive, process or accept its application for Ordinary Shares does not give rise to any right of action by any person against the Company, its agents or any other person, and that the non-receipt by any person of this Document or any other related document shall not invalidate the Offer in whole or in part or give rise to any right of action by any person against the Company its agents or any other person. 7.6 The Investor agrees that all applications, acceptances of applications and contracts resulting therefrom under the Offer shall be governed by and construed in accordance with English law and that, for the benefit of the Company and its agents, the Investor submits to the non-exclusive jurisdiction of the English courts and agrees that nothing shall limit the right of the Company, its agents or their agents or advisers to bring any action, suit or proceedings arising out of or in connection with any such applications, acceptances and contracts in any other manner permitted by law or in any court of competent jurisdiction. 7.7 Completed Application Forms, together with payment, must be returned so as to be received by post to the Company's registered office or by to the designated address provided by the Company. 7.8 If an Investor receives a copy of this Document or an Application Form in any territory other than the United Kingdom, it may not treat it as constituting an invitation or offer, nor should the Investor, in any event, use an Application Form unless, in the relevant 141

145 territory, such an invitation or offer could lawfully be made to the Investor or an Application Form could lawfully be used without contravention of any registration or other legal requirements and the Company has, in its absolute discretion, approved the Investor s application under the Offer. It is the Investor s responsibility, if it is outside the United Kingdom and wishing to make an application for Ordinary Shares under the Offer, to satisfy itself that it has fully observed the laws of any relevant territory or jurisdiction in connection with its application, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory. The Company reserves the right, in its absolute discretion, to reject any application received from outside the United Kingdom. C. CREST INVESTORS 1. Introduction Investors may apply for new Ordinary Shares to be settled directly into CREST, in accordance with the Terms and Conditions set out in this Section (C) of Part XIII and by completing the relevant details in Section 4 of the Application Form. 2. Procedure for application and payment 2.1 CREST Applicants should refer to the CREST Manual for further information on the CREST procedures referred to below. 2.2 Each valid CREST Applicant will, subject to the provisions of these Terms and Conditions, receive a credit to its stock account in CREST of equal to the amount contained on the valid Application Form received by the Company, subject to the maximum number of new Ordinary Shares for which it is entitled to apply to acquire under the Offer (being the maximum size of the Offer). 2.3 Applications under the Offer will be allocated in such manner as the Directors may determine, in their absolute discretion, and no assurance can be given that the applications by CREST Applicants will be met in full or in part or at all. 2.4 Excess monies in respect of applications which are not met in full will be returned to the CREST Applicant (at such person s risk) without interest as soon as practicable by way of CREST payment or cheque if required. 2.5 The CREST stock account to be credited will be an account under the participant ID and member account ID contained on the valid Application Form received by the the Company. 2.6 If, for any reason, the stock accounts of CREST Applicants cannot be credited, such persons will be advised to apply in the Offer for certificated shares in accordance with the Terms and Conditions set out at Section (B) of this Part XIII above. 142

146 3. CREST account details 3.1 CREST Applicants who want to apply for new Ordinary Shares under the Offer must provide the Company or, if requested by the Company, the Registrar or other agent, with details of the CREST account into which the Ordinary Shares are to be deposited, and such other information as the Company or the Registrar or other agent requests. 3.2 If a CREST Applicant does not provide all the CREST details as required pursuant to paragraph 3.1 above within the timescale required by the Company or the Registrar or other agent (as the case may be), the Company reserves the right (at its discretion): to reject the CREST Application and refund the payment to the CREST Member in question (without interest); or treat the application as being for certificated shares and to issue a share certificate accordingly. 3.3 The contract created by the acceptance of a CREST Application under the Offer will be conditional on admission of the relevant Ordinary Shares becoming effective by not later than 12 months following the date of this Document. If this does not occur, monies paid by a CREST Applicant for Ordinary Shares will be refunded, without interest, as soon as practicable thereafter. Any interest earned on such monies, will be retained for the benefit of the Company. 3.4 The Company reserves the right to reject in whole or part or to scale back or limit any CREST Application. The Company may treat CREST Applications as valid and binding if made in accordance with the prescribed instructions and the Company may, at its discretion accept a CREST Application in respect of which payment is not received by the Company prior to the closing of the Offer. If any CREST Application is not accepted in full or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance thereof will be returned (without interest) by returning each relevant CREST Applicant s CREST payment except where the amount is less than A CREST Applicant who makes or is treated as making a valid application in accordance with the procedures set out in this section: offers to subscribe for the number of new Ordinary Shares specified in the Application Form (or such lesser number for which the CREST Application is accepted) on the terms of and subject to this Document, including these terms and conditions, and subject to this Document and Articles; represents and warrants to the Company that it has the right, power and authority, and has taken all action necessary, to make the application under the Offer and to execute, deliver and exercise its rights, and perform its obligations, under any contracts resulting therefrom and that he is not a person otherwise prevented by legal or regulatory restrictions from applying 143

147 for new Ordinary Shares or acting on behalf of any such person on a nondiscretionary basis; agrees that (i) any monies returnable to the CREST Applicant may be retained pending the completion of any verification of identity required by the Money Laundering Regulations 2007 and (ii) monies pending allocation will be retained in a separate account and that such monies will not bear interest; undertakes to provide satisfactory evidence of the CREST Applicant s identity within such reasonable time (in each case to be determined in the absolute discretion of the Company and the Registrar) to ensure compliance with the Money Laundering Regulations 2007; authorises the Registrar to procure that the CREST Applicant s name (together with the name(s) of any other joint CREST Applicant(s)) or any nominee (e.g. CREST) is/are placed on the register of members of the Company in respect of such new Ordinary Shares referred to above; agrees with the Company that all CREST Applications, acceptances of CREST Applications and contracts resulting therefrom shall be governed by and construed in accordance with English law, and that the CREST Applicant submits to the jurisdiction of the English Courts and agrees that nothing shall limit the right of the Company to bring any action, suit or proceeding arising out of or in connection with any such CREST Applications, acceptances of CREST Applications and contracts in any other manner permitted by law or in any court of competent jurisdiction; confirms to the Company that in making the CREST Application he is not relying on any information or representation in relation to the Company and the new Ordinary Shares other than that contained in this Document and, accordingly agrees that no person (responsible solely or jointly for this Document or any part thereof or involved in the preparation thereof) shall have any liability for any such information or representation; irrevocably authorises the Company or any person authorised by it to do all things necessary to effect registration of any new Ordinary Shares subscribed by or issue to the CREST Applicant into its name(s) or into the name(s) of any person(s) in whose favour the entitlement to any such new Ordinary Shares has been transferred and authorise any representative of the Company to execute any document required therefor; agrees that, having had the opportunity to read this Document, it shall be deemed to have had notice of all information and representations concerning the Company and the new Ordinary Shares contained therein; confirms that it has reviewed the restrictions and procedures contained in these terms and conditions; agrees that all documents and cheques sent by post to, by or on behalf of the 144

148 Company will be sent at the risk of the person(s) entitled thereto; represents and warrants that in connection with its CREST Application such CREST Applicant has observed the laws of all relevant territories, obtained any requisite governmental or other contents, complied with all requisite formalities and paid any issue or transfer or other taxes due in connection with its CREST Application in any territory and that it has not taken any action for itself or as nominee, agent or on behalf of any person which will or may result in the Company or any person responsible solely or jointly for this Document or any part thereof or involved in the preparation thereof acting in breach of the regulatory or legal requirements of any territory in connection with the Offer or its application; save where the CREST Applicant has satisfied the Company that an appropriate exemption applies so as to permit it to subscribe, represents and agrees that it is not (i) a US Person (meaning any person who is a US Person within the meaning of Regulation S and is not acting on behalf of a US Person, that it is not purchasing with a view to re-sale in the US or to or for the account of a US Person and that it is not an employee benefit plan as defined in section 3(3) of ERISA (whether or not subject to the provisions of Title 1 of ERISA) or an individual retirement account as defined in section 408 of the US Internal Revenue Code or (ii) a resident of any of the Excluded Territories or any other territory or acting on behalf of any person in any territory in which the subscription by the CREST Applicant or by it on behalf of any person for new Ordinary Shares under the Offer would be unlawful or in breach of any applicable regulations without further action on the part of the Company; and agrees, on request by the Company, or the Registrar on behalf of the Company to disclose promptly in writing to the Company or the Registrar any information which the Company, or the Registrar, may reasonably request in connection with the CREST Application and authorises the Company or the Registrar on behalf of the Company, to disclose any information relating to the CREST Application as the Company or the Registrar considers appropriate. 3.6 It is the responsibility of any person outside the UK wishing to apply for new Ordinary Shares under the Offer for himself or on behalf of any person to satisfy himself as to full observance of the laws of any relevant territory in connection with any such application, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in any such territory and paying any issue, transfer or other taxes required to be paid in any such territory. 3.7 The new Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, US Persons. The Company has not been and will not be registered as an investment company under the Investment Company Act and investors will not be entitled to the benefits of the Investment Company Act. In addition, relevant clearances have not been, and will not be, obtained 145

149 from any securities commission or authority of any province of any of the Excluded Territories and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the new Ordinary Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in any of the Excluded Territories. Unless the Company has expressly agreed otherwise in writing or unless an exemption under relevant legislation or regulation is applicable (the applicability of which the CREST Applicant hereby represents and warrants), the CREST Applicant represents and warrants to the Company that it is not a US Person or a resident of any of the Excluded Territories and that it is not subscribing for such new Ordinary Shares for the account of any US Person or resident of any of the Excluded Territories and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly new Ordinary Shares subscribed for by the CREST Applicant in the United States or any of the Excluded Territories or to any US Person or resident of any of the Excluded Territories. No CREST Application will be accepted if it bears an address in the United States or any of the Excluded Territories unless an appropriate exemption is available as referred to above. 3.8 Such personal data held is used by the Registrar to maintain the Company s register of Shareholders and mailing lists and this may include sharing such data with third parties in one or more of the countries mentioned in paragraph 3.9 below when (i) effecting the payment of dividends and redemption proceeds to Shareholders and the payment of commissions to third parties and (ii) filing returns of Shareholders and their respective transactions in shares with statutory bodies and regulatory authorities. Personal data may be retained on record for a period exceeding six years after it is no longer used. 3.9 The countries referred to in the above paragraph include, but need not be limited to, those in the European Economic Area and any of their respective dependent territories overseas, Argentina, Australia, Brazil, Canada, Hong Kong, Hungary, Japan, New Zealand, Singapore, South Africa, Switzerland and the United States of America By becoming registered as a holder of new Ordinary Shares in the Company, a person becomes a data subject and is deemed to have consented to the processing by the Company and the Registrar of any personal data relating to them in the manner described above The basis of allocation will be determined by the Directors at their absolute discretion. The right is reserved to reject in whole or in part and/or scale down and/or ballot any CREST Application or any part thereof. The right is reserved to treat as valid any CREST Application not in all respects completed in accordance with the instructions in this Document If for any reason it becomes necessary to adjust the expected timetable as set out in this Document, the Company will make an appropriate announcement to an RIS giving details of the revised dates. In particular, the Directors have the discretion to extend the last time and/or date for CREST Applications, and any such extension will not affect CREST Applications already made, which will continue to be irrevocable. 146

150 4. Anti-money laundering regulation 4.1 The Registrar may be obliged to establish the identity of the CREST Applicant or the person or persons on whose behalf a CREST Applicant makes an application. 4.2 Submission of an Application Form constitutes a warranty and undertaking by the applicant to provide promptly to the Registrar such information as may be specified by the Registrar as being required for the purposes of the Money Laundering Regulations Pending the provision of evidence satisfactory to the Registrar as to identity, the Registrar may in its absolute discretion take, or omit to take, such action as it may determine to prevent or delay issue of the new Ordinary Shares concerned. If satisfactory evidence of identity has not been provided within a reasonable time, then the CREST Application for the new Ordinary Shares will not be valid. This is without prejudice to the right of the Company to take proceedings to recover any loss suffered by it as a result of failure to provide satisfactory evidence. 5. Overseas applicants Overseas applicants should note that new Ordinary Shares will not be credited to stock accounts in CREST of persons with registered addresses in the United States or an Excluded Territory or their agent or intermediary, except where the Company is satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction. 147

151 VORDERE PLC APPLICATION FORM Capitalized terms used in this Application Form unless otherwise defined shall have the same meaning ascribed to them in the prospectus dated 9th June 2017 ( Document ). The Document comprises a prospectus relating to Vordere plc, prepared in accordance with the Prospectus Rules of the Financial Conduct Authority made under section 73A of FSMA and approved by the FCA under section 87A of FSMA. This Document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. The whole of the text of the Document should be read by prospective Investors together with the information incorporated by reference. Your attention is specifically drawn to the discussion of certain risks and other factors that should be considered in connection with any investment in the Ordinary Shares, as set out in the section entitled Risk Factors on pages 15 to 29 of the Document. The formal terms and conditions of the Offer are set out in Part XIII of the Document. Prospective Investors should be aware that an investment in the Company involves a significant degree of risk and that, if certain of the risks described in this Document occur, Investors may find their investment is materially adversely affected. Accordingly, an investment in the Ordinary Shares is only suitable for Investors who are particularly knowledgeable in investment matters and who are able to bear the loss of the whole or part of their investment. If you are in any doubt as to the contents of the Document or this Application Form or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising upon investments in shares and other securities or, if you are not resident in the UK, from another appropriately authorised independent financial adviser in your own jurisdiction. Before completing this form you must read the Document in its entirety, including the Terms and Conditions and this Application Form. Please complete all sections of this Application Form and sign and date where indicated in Section 9. Once complete, please return it by post to the Company at: Computershare, Corporate Actions Projects, Bristol, BS99 6AH. SECTION 1 - PERSONAL DETAILS Individual applications Mr/Mrs/Miss/Other First Name(s) Surname Date of Birth SIPP/ISA/SSAS applications Name of SIPP/ISA/SSAS Joint applications Mr/Mrs/Miss/Other First Name(s) Surname Date of Birth Company applications Name of Company To be completed by all applicants Address Postcode Home telephone Mobile Are you an existing shareholder in the Company? YES NO Page 1! of 3!

152 VORDERE PLC APPLICATION FORM SECTION 2 - INVESTOR S SUBSCRIPTION (subject to Company acceptance) Total subscription amount Subscriptions must be for a minimum of 1,000 and must be in multiples of 100 thereafter. There is no maximum limit on the size of your subscription except as dictated by the Offer. SECTION 3 - PAYMENT METHOD Please tick one box below: Please send a cheque or banker s draft payable to CIS PLC RE: VORDERE PLC OFS to: Computershare, Corporate Actions Projects, Bristol, BS99 6AH ; or Please make a bank transfer to the following account: Bank Name: The Royal Bank of Scotland Account Name: CIS PLC RE: VORDERE PLC OFS Sort Code: Account Number: IBAN: GB07RBOS SECTION 4 - SETTLEMENT Please tick one box below: Please tick this box and complete the section below if you want Ordinary Shares to be issued in certificated form and have the share certificate(s) delivered to you at the address set out in Section 1 above. Please tick this box and complete the section below if you want Ordinary Shares to be issued in uncertificated form and settled into your CREST account. CREST Account Details CREST system participant ID (Max. 5 characters) CREST member account ID (Max. 5 characters) CREST member account name SECTION 5 - INVESTOR BANK ACCOUNT DETAILS (for receipt of payments from Vordere plc e.g. dividends) Payments will be sent directly to your bank account below: Bank Sort Code/BIC Account Name Account Number/IBAN Please tick this box of you would prefer to receive payments by cheque. SECTION 6 - TAX RESIDENCY Please indicate all countries in which the Investor is resident for the purposes of that country s income tax. If the Investor is a US citizen, Green Card holder, or US resident, you must complete and return an IRS (Internal Revenue Service) W-9 form and include any additional tax residencies in the table below. Country of Tax Residency Tax Identification Number (TIN) No TIN Page 2! of 3!

153 VORDERE PLC APPLICATION FORM SECTION 7 - DATA PROTECTION Please note that your personal details will not be passed to any other third parties without your consent and so will not be used for any marketing purposes other than as set out here. The personal information provided in this Application Form shall be stored on a database and shall be used by the Company and its agents to process your application. Please tick this box if you do NOT wish to be contacted by Vordere plc for marketing purposes. SECTION 8 - VERIFICATION PROCESS It is important that Vordere plc and its agents have access to appropriate information about you in order to meet the Company s obligations to identify you and verify your identity. If you have ticked Section 1 above to confirm that you are an existing shareholder of Vordere plc, we do not require any identity documentation. We will require certified copies of two of the following items for each individual covered in this Application Form. These documents should be included when returning this Application Form to the Company. Please ensure at least one form of ID contains a photograph and one other states your address: - Driving licence (certified copy) - Passport (certified copy) - National identity card (certified copy) - A recent utility bill or bank statement (within the last three months) Original bills and statements will be returned immediately. Where originals are unavailable, Vordere plc and and its agents will require certified copies of original documentation. CERTIFIED COPIES Where Vordere plc and its agents require certified copies of original documentation such certification must be made by a regulated professional person having sight of the original documentation. This can include a professional adviser, solicitor, barrister, justice of the peace, accountant, licensed insolvency practitioner, commissioner for oaths, notary public or persons equivalent to such persons in other jurisdictions. The Post Office also provide a document certification service. These should always bear a stamp or hand written declaration in addition to a signature that follows the requirements detailed below: 1. That the original document has been seen; 2. That the document is a certified copy of the original; and In the case of photo ID, the photo on the document bears a good and true likeness to the individual. Where the Application Form is completed by a company, SIPP, SSAS or ISA the Company or the Company s agents may require additional documentation. SECTION 9 - INVESTOR S DECLARATION & SIGNATURE By signing this Application Form, you confirm that: 1. you have read and understood the Document in particular, but not limited to, the section headed Risk Factors ; and 2. you have read and agree to be bound by the Terms and Conditions set out in Part XIII of the Document. Applicant Signature (Individual or joint application) Applicant Signature (Individual or joint application) Print Name Print Name Date Date Applicant Signature (Company/SIPP/ISA/SSAS application) For Company applications please affix Company seal here (if applicable) Print Name and Capacity Date Page 3! of 3!