RE: Syme heading west.22 Aug 2023 22:44
1 As at the date of this Prospectus, TAG directly holds 250,000 Ordinary Shares, equating to 0.4% of the Company's issued share capital,
and indirectly holds, via RegTech Italy (a wholly-owned subsidiary of TAG), 59,750,000 Ordinary Shares equating to 99.6% of the
Company's issued share capital. The voting rights associated with the Ordinary Shares held by TAG indirectly via RegTech Italy are
capable of being exercised by TAG.
2 Conditional on Admission, RegTech Italy shall dispose of 20,997,000 Ordinary Shares to various third-parties that are independent of
TAG, RegTech Italy and the Company, such that approximately 35% of the listed class of Ordinary Shares will be in public hands (as
defined in the Listing Rules). The Company is not party to the arrangements to be entered into between TAG or RegTech Italy and such
independent third parties, save that the Company's secretary, OHS Secretaries Limited (the "Company Secretary") and registrar, Link
Market Services Limited (trading as LINK Group) (the "Registrar") will be instructed accordingly to amend the Company's register and
issue the Ordinary Shares in certificated and dematerialised form (as applicable). The Company will not receive any proceeds from the
disposal or sale (as applicable) of such 20,997,000 Ordinary Shares, and none of the resultant Shareholders will hold more than or equal
to 3% of the Company's issued share capital on Admission. On Admission, TAG will directly hold 250,000 Ordinary Shares, equating to
0.4% of the Company's issued share capital, and indirectly hold via RegTech Italy, 38,753,000 Ordinary Shares equating to 64.6% of
the Company's issued share capital.