.18 Dec 2017 08:09
On Admission, the Persons Discharging Managerial Responsibility, being the Directors of the Company, hold
no Ordinary Shares in the Company. Mr Allan Biggar, through Guildford Street Capital Limited of which he
is the sole director and shareholder, will hold 38,465,535 Shares, representing 58.64 per cent. of the Issued
Share Capital. Guildford Street Capital Limited (“the Controlling Shareholder”) and Mr Biggar have agreed
with the Company and City & Merchant, save for certain standard exceptions, not to dispose of any interest
in the Ordinary Shares held by them for a period of 12 months following Admission (the “Lock in Period”).
In addition, Mr Biggar and Guildford Street Capital Limited have undertaken to the Company and City &
Merchant not to dispose of their Ordinary Shares for a period of 12 months after the end of the Lock-In
Period without first consulting the Company and City & Merchant in order to maintain an orderly market for
the Ordinary Shares. A summary of the Lock-In Agreement is set out in paragraph 11.5 of Part IV of this
Document.
The Controlling Shareholder has also entered into a Relationship Deed with the Company and City &
Merchant, further details of which are set out in Part IV of this Document. Under the deed the Controlling
Shareholder has agreed to refrain from exercising any control in a manner which gives rise to a conflict of
interest between it, the persons connected to it for the purpose of section 252 of the Act (the ‘’Connected
Persons’’) and the Company or, which would prevent the Company from carrying on its business
independently. The Controlling Shareholder has also agreed to abstain from voting on any resolution
concerning any transaction or conflict of interest between the Company and the Controlling Shareholder
and not to vote in any resolution to cancel Admission for a period of one year following Admission
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