BCA Regulatory News (BCA)

Haversham Holdings plc(formerly Haversham Holdings Limited)

Report and audited financial statements from incorporation to 31 December 2014

The Company has pleasure in announcing its results for the 8 month period to 31 December 2014. Please note, these financial statements will shortly also be available to download from the Company's website at http://www.havershamholdings.com

Chairman's statement and strategic report

I am pleased to present to the shareholders the consolidated Report and audited financial statements of the Group for the period from incorporation on 30 April 2014 to 31 December 2014.

Acquisition strategy

Haversham Holdings plc was established to acquire controlling stakes in quoted or unquoted businesses or companies, creating a platform for further acquisitions in sectors where the opportunity exists to create significant shareholder value through a well-executed consolidation strategy. The Company intends to acquire and manage companies and businesses in the UK and European automotive, support services, leasing, engineering or manufacturing sectors, targeting acquisitions with an enterprise value of between £250m and £1 billion. The Company believes that these sectors offer opportunities for consolidation alongside the potential to create value from operational efficiencies across the supply chain. This continued to be the Group's strategy throughout the period under review and the Directors continue to look for opportunities in line with the Group's defined investment strategy.

On 26 March 2015, the Company announced a placing of £1.0 billion of new ordinary shares in order to fund the acquisition of the BCA Group of companies. The listing of the new shares and acquisition of the BCA Group is expected to complete on 2 April 2015.

Results

The Group's loss after taxation for the period from incorporation to 31 December 2014 was £285,448.

In the period to 31 December 2014, the Group incurred £291,823 of operating and due diligence expenses, recorded no revenue and at the period end held a cash balance of £28,775,009.

Dividends

It is the Board's policy that prior to making the first acquisition, no dividends will be paid. Following the first acquisition, subject to availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and prudent to do so. However, the main focus of the Group will be on delivering capital growth for shareholders.

Outlook

The Group continues vigorously to pursue its stated acquisition strategy and we believe that Haversham Holdings, with its strong and experienced management team, is well placed to exploit the available opportunities in the year ahead.

Avril Palmer-Baunack

Chairman

25 March 2015

Report of the Directors

The Directors have pleasure in submitting their Report and the audited financial statements for the period from incorporation on 30 April 2014 to 31 December 2014.

Status and activities

The Group was established to acquire controlling interests in UK and European businesses within the automotive, support services, leasing, engineering or manufacturing sectors, creating shareholder value through market consolidation.

Since listing in November 2014, the Company has pursued its stated strategy. The Directors continue to review a number of potential acquisition opportunities and continue to monitor and control the Company's planned levels of expenditure in the pre-acquisition phase.

Results and dividends

For the period to 31 December 2014, the Group's loss was £285,448.

It is the Board's policy that prior to making the first acquisition, no dividends will be paid. Following the first acquisition, subject to availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and prudent to do so. Accumulated losses for the period of £285,448 have been transferred to reserves.

Future developments

The Company continues to look for opportunities in line with its defined investment strategy being the acquisition and development of substantial businesses in the UK and European automotive, support services, leasing, engineering or manufacturing sectors.

Share capital

Details of shares issued by the Company during the period are set out in note 12 to the financial statements.

Directors and their interests

The Directors of the Company who served during the period and subsequent to the date of this report are:

Sian Sadler

Date of appointment: 30 April 2014

Date of resignation: 7 July 2014

Avril Palmer-Baunack, Chairman

Date of appointment: 7 July 2014

Avril has over 15 years of executive experience with leading businesses in the UK automotive, support services and industrial engineering sectors. Avril has significant experience at delivering operational improvements and implementing business turnarounds, executing organic and acquisitive growth strategies and a track record of delivering shareholder value on the public markets. Avril is currently Chairman of Molins Plc, an international provider of high performance machinery and instrumentation, where she has overseen the recent development of the business. Avril is also non-executive Chairman of Redde plc (formerly Helphire plc), a UK based, market leading accident management company, and non-executive Chairman of Quartix Holdings plc, a leading UK based supplier of vehicle tracking systems, software and services.

Avril was previously Executive Chairman and Deputy CEO of Stobarts Group Plc, one of the largest British multimodal logistics companies with interests in transport, distribution and infrastructure. Prior to this Avril was CEO of Autologic Holdings Plc, the largest finished vehicle logistics company in the UK and Europe. She joined Autologic from Universal Salvage Plc, where she held the position of CEO from March 2005 until the sale of the company to Copart UK Ltd in June 2007.

James Corsellis, Executive Director

Date of appointment: 7 July 2014

James founded Marwyn, the asset management and corporate finance group, in 2002 with Mark Brangstrup Watts. James is joint Managing Partner of Marwyn Investment Management LLP, which provides asset management solutions and investment advisory services, and Marwyn Capital LLP, which provides corporate finance advice, both of which are regulated by the Financial Conduct Authority. James is a director of Marwyn Asset Management Limited, a regulated Fund Manager and is also a trustee of the Marwyn Trust, a charity focused on initiatives supporting education and entrepreneurship for young people in disadvantaged communities. Marwyn has launched 16 companies across a variety of sectors with James providing to these companies his experience of working on boards in various roles including Chairman of Entertainment One Ltd and as a director of Breedon Aggregates Limited, Concateno plc, Catalina Insurance Holdings as well as his operating experience having been the CEO and founder of technology businesses, iCollector plc and CM Interactive. James was educated at Oxford Brookes University, the Sorbonne, and London University and holds the Securities Institute Corporate Finance Certificate.

Mark Brangstrup Watts, Executive Director

Date of appointment: 7 July 2014

As noted above, Mark founded Marwyn, the asset management and corporate finance group, in 2002 with James Corsellis. Mark is also joint Managing Partner of Marwyn Investment Management LLP and Marwyn Capital LLP , both of which are regulated by the Financial Conduct Authority. Mark is also a director of Marwyn Asset Management Limited, a regulated Fund Manager and is also a trustee of the Marwyn Trust, a charity focused on initiatives supporting education and entrepreneurship for young people in disadvantaged communities. Marwyn has launched 16 companies across a variety of sectors with Mark providing to these companies his experience of working on the boards of several Official List and AIM-listed companies, including Entertainment One Ltd, Advanced Computer Software plc, Inspicio plc and Talarius plc as well as his experience from providing strategic consultancy services for some of the world's leading companies including Ford, Toyota, Shell and Barclays. Mark was educated at London University, holds the Securities Institute Corporate Finance Certificate and the Investment Management Certificate and he serves on the Committee of the Royal Academy School.

Directors' interests

The Directors have no interests in the Ordinary shares of the Company but have interests in the Participation shares which are detailed in note 16.

Directors' remuneration

The emoluments of the individual Directors for the period were as follows:

Substantial shareholdings

At 31 January 2015 the following interests in 3% or more of the issued Ordinary shares had been notified to the Company.

Independent Auditors

The Directors have reason to believe that PricewaterhouseCoopers LLP conducted an effective audit. The Directors have provided the auditors with full access to all of the books and records of the Company. PricewaterhouseCoopers LLP has expressed its willingness to continue to act as auditors to the Company and a resolution for its re-appointment will be proposed at the forthcoming Annual General Meeting.

Corporate Governance

The Directors recognize the importance of sound corporate governance commensurate with the size of the Company and the interests of the Shareholders. So far as practicable, the Directors intend to comply with the QCA guidelines for small and mid-size quoted companies or the UK Corporate Governance Code to the extent appropriate to the size and nature of the Company, upon completion of the first significant acquisition by the Company.

Audit Committee

The Company does not consider it necessary to establish an audit committee given the nature of its board structure and operations. The Board will undertake all functions that would normally be delegated to the audit committee, including reviewing annual and interim results, receiving reports from the Company's auditors, agreeing the auditors' remuneration and assessing the effectiveness of the audit and internal control environment. Where necessary the Board will obtain specialist external advice from either the Company's auditors or other advisers. The Board will establish an audit committee upon completion of the first acquisition by the Company.

Remuneration and Nomination Committee

The Company does not currently intend to establish remuneration and nomination committees as those committees are not appropriate given the nature of the Company's board structure and operations. The Board will review the remuneration of the Directors annually and agree reasonable and market-standard (as regards level) fees, based upon market information sourced from appropriate external consultants. Consideration will be given by the Board to future succession plans for members of the Board, as well as consideration as to whether the Board has the skills required to manage the Company effectively. The Board intends to establish remuneration and nomination committees upon completion of the first acquisition by the Company.

Share dealing

The Company has in place systems to ensure compliance by the Board, the Company, and its applicable employees with the provisions of the AIM Rules for Companies relating to dealings in securities of the Company and has adopted a share dealing code for this purpose. The Directors believe that the share dealing code adopted by the Board is appropriate for a Company quoted on AIM. The Board will comply with Rule 21 of the AIM Rules for Companies relating to directors' dealings and will take all reasonable steps to ensure compliance by the Company's 'applicable employees' (as defined in the AIM Rules for Companies).

Relations with Shareholders

The Directors are always available for communication with Shareholders and all Shareholders have the opportunity, and are encouraged, to attend and vote at the Annual General Meetings of the Company during which the Board will be available to discuss issues affecting the Company. The Board stays informed of Shareholders' views via regular meetings and other communications they may have with Shareholders.

Statement of going concern

The Directors have considered the financial position of the Group and have concluded that it is appropriate to prepare the financial statements on a going concern basis.

Internal control

The Board is responsible for establishing and maintaining the Company's system of internal control and reviewing its effectiveness. Internal control systems are designed to meet the particular needs of the Company and the particular risks to which it is exposed. The procedures are designed to manage rather than eliminate risk and by their nature can only provide reasonable but not absolute assurance against material misstatement or loss.

The Board has reviewed the Company's risk management and control systems and believes that the controls are satisfactory given the nature and size of the Company.

Financial Risk Profile

The Company's financial instruments comprise mainly of cash and various items such as payables and receivables that arise directly from the Company's operations. Details of the risks relevant to the Group are included in the notes to the financial statements and on pages 16, 17 and 21 to 23.

Directors' Responsibilities

The Directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgements and accounting estimates that are reasonable and prudent;

· state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements;

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors consider that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess a company's performance, business model and strategy.

Each of the Directors, whose names and functions are listed on pages 2 and 3, confirms that, to the best of their knowledge:

· the group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and loss of the group; and

· the Directors' report includes a fair review of the development and performance of the business and the position of the group, together with a description of the principal risks and uncertainties that it faces.

Disclosure of information to Auditors

Each of the persons who is a director at the date of approval of this report confirms that:

· so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware; and

· each director has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Directors' indemnities

As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The Company also purchased and maintained throughout the financial year Directors' and Officers' liability insurance in respect of itself and its Directors.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

By order of the Board

Avril Palmer-Baunack Mark Brangstrup Watts

Chairman Director

25 March 2015 25 March 2015

Independent Auditors' report to the members of Haversham Holdings plc

Report on the financial statements

Our opinion

In our opinion:

· Haversham Holdings plc's group financial statements and company financial statements (the "financial statements") give a true and fair view of the state of the group's and of the company's affairs as at 31 December 2014 and of the group's loss and the group's and the company's cash flows for the 8 month period (the "period") then ended;

· the group financial statements have been properly prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union;

· the company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and

· the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

What we have audited

Haversham Holdings plc's financial statements comprise:

· the Group and Company statements of financial position as at 31 December 2014;

· the Consolidated statement of comprehensive income for the period then ended;

· the Consolidated statement of cash flows for the period then ended;

· the statement of changes in net assets attributable to equity holders of the Group and Company for the period then ended; and

· the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information.

The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and IFRSs as adopted by the European Union and, as regards the company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, the information given in the Strategic Report and the Report of the Directors for the financial period for which the financial statements are prepared is consistent with the financial statements.

Other matters on which we are required to report by exception

Adequacy of accounting records and information and explanations received

Under the Companies Act 2006 we are required to report to you if, in our opinion:

· we have not received all the information and explanations we require for our audit; or

· adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or

· the company financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Directors' remuneration

Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.

Responsibilities for the financial statements and the audit

Our responsibilities and those of the directors

As explained more fully in the Directors' Responsibilities set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) ("ISAs (UK & Ireland)"). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

What an audit of financial statements involves

We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:

· whether the accounting policies are appropriate to the group's and the company's circumstances and have been consistently applied and adequately disclosed;

· the reasonableness of significant accounting estimates made by the directors; and

· the overall presentation of the financial statements.

We primarily focus our work in these areas by assessing the directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements.

We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.

In addition, we read all the financial and non-financial information in the Report and Audited financial statements to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

John Minards (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

St Albans

26 March 2015

Consolidated statement of comprehensive income

For the period ended 31 December 2014

The notes on pages 12 to 20 form an integral part of these financial statements.

Consolidated statement of financial position

At 31 December 2014

The financial statements on pages 8 to 24 were approved by the Board of Directors and authorised for issue on 25 March 2015. They were signed on its behalf by:

Avril Palmer-Baunack Mark Brangstrup Watts

Chairman Director

The notes on pages 12 to 20 form an integral part of these financial statements.

Consolidated statement of cash flows

For the period ended 31 December 2014

Statement of changes in net assets attributable to equity holders of the Group and Company

For the period from incorporation to 31 December 2014

The notes on pages 12 to 20 form an integral part of these financial statements.

Notes to the financial statements

1. Basis of preparation

Haversham Holdings plc (the "Company") is an Investing Company (as defined in the AIM Rules) incorporated and domiciled in England and Wales on 30 April 2014 (registered number 09019615). The address of its registered office is 20 Buckingham Street, London, WC2N 6EF.

The Company was originally incorporated as a private limited company with the name of Haversham Holdings Limited. On 11 July 2014 the Company was re-registered as a public limited company and changed its name to Haversham Holdings plc.

The financial statements were authorised for issue by the Board of Directors (the "Board") on 25 March 2015.

These financial statements consolidate the results of the Company and its subsidiary (collectively, the "Group") and have been prepared on a going concern basis under the historical cost convention except where the measurement of balances at fair value is required.

The financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"), and with those parts of the Companies Act 2006 as applicable to companies reporting under IFRS.

2. New standards and amendments to International Financial Reporting Standards

The following are standards and amendments to existing standards, which are effective for annual periods beginning on or after 1 January 2014.

Amendments to IFRS 10, 12 and IAS 27 re: investment entity consolidation, IAS 39 re: novation of derivatives and IFRIC 21 re: levies are not applicable to the Group. The Group does not offset any assets and liabilities and therefore the amendment to IAS 32 is also not applicable. The amendment to IAS 36 has been adopted by the Group but has had no effect on the Group's results.

2.1 New standards, amendments and interpretations not yet effective

A number of amendments will be effective for the period from 1 January 2015; amendments to IFRS 1, 2, 3, 8, 9, 13, 15, 16, 19, 24 and 40, where applicable to the Group, are not expected to have a material effect on the amounts or disclosures reported in the financial statements. Amendments anticipated for periods from 1 January 2016 are not anticipated to have a significant effect on the consolidated financial statements of the Group, however, will be considered further as required in due course.

3. Summary of significant accounting policies

The principal accounting policies which have been consistently applied in the preparation of these financial statements are set out below.

3.1 Statement of compliance

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4.

3.2 Functional and presentation currency

These consolidated financial statements are presented in pounds sterling, which is the Company's functional currency.

3.3 Basis of consolidation

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that currently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

3.4 Financial liabilities

The Group recognises a financial liability on assuming a financial obligation and derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire.

3.5 Cash and cash equivalents

Cash and cash equivalents comprise bank balances held by the Group including short-term bank deposits with an original maturity of three months or less. The carrying value of these assets approximates to their fair value.

3.6 Interest income and expenses

Interest income on cash deposits, and expenses are accounted for on an accruals basis.

3.7 Costs directly attributable to the issue of equity

Share issue costs are placing expenses directly relating to the issue of the Company's shares. These expenses include fees payable under share placement agreements, printing, advertising and distribution costs and legal fees and any other applicable expenses. All such costs are charged to equity and deducted from the proceeds received.

3.8. Taxation

Corporation tax on the profit or loss for the year comprises current and deferred tax. Corporation tax is recognised in the Consolidated Income Statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable profit for the year. Taxable profit differs from net profit as reported in the Consolidated Income Statement because it excludes items of income or expense that are not taxable or deductible. The Group's liability for current tax is calculated using tax rates enacted or substantively enacted at the reporting date.

3.9 Share based transactions

Equity-settled share based payments to Directors and others providing similar services are measured at the fair value of the equity instruments at the grant date.

The fair value is expensed, with a corresponding increase in equity, on a straight line basis over the period that the employees become unconditionally entitled to the awards. At each Statement of Financial Position Date, the Group revises the amount recognised as an expense to reflect the number of awards for which the related services and non-market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performing conditions at the vesting date.

Share-based payments with no service condition are accounted for as financial liabilities. The fair value is expensed, with a corresponding increase in liabilities, on a straight line basis over the period that the investors become unconditionally entitled to the awards. At each Statement of Financial Position Date, the Group revises the amount recognised as an expense to reflect the number of awards for which the related non-market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related non-market performing conditions at the vesting date.

3.10 Earnings/(loss) per share

The Group presents basic earnings/(loss) per share ("EPS") data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period.

3.11 Investments

Investments in subsidiaries are valued at cost less provision for impairment.

4. Critical accounting estimates and judgements

The Group makes estimates, judgements and assumptions that affect the reported amounts of assets and liabilities. Estimates and underlying assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. For the period and at the period end, the Directors have not made any significant estimates, judgements or assumptions that would affect the balances reported in these financial statements.

5. Operational loss

The operating loss is stated after charging auditors' remuneration of £27,000. The total auditors' remuneration related to fees payable for the audit of the parent company and consolidated financial statements of £27,000 and fees payable for non-audit services in relation to tax advisory services received of £nil.

6. Remuneration of key management, staff numbers and costs

The Board considers the Directors of the Company to be the key management personnel of the Group.

The highest paid Director, Avril Palmer-Baunack, received remuneration of £36,859 during the period.

Avril's service agreement contains a bonus arrangement which is dependent on the completion of the first acquisition of a trading business or company by the Group.

Once this condition is satisfied Avril shall be entitled to an amount equal to 0.5 percent of the enterprise value of the transaction, as calculated by the Board (or the Remuneration Committee, if one has been established) in its sole and absolute discretion. There is no entitlement should Avril's employment cease prior to completion of the first acquisition.

Participation shares owned by Directors are described in note 16.

The average monthly number of persons employed by the Group (including Directors) during the period was as follows:

The aggregate payroll costs of these persons (including Directors) were as follows:

7. Tax

Reconciliation of effective tax rate, and tax charge:

8. Investment in subsidiary

9. Cash and cash equivalents

Cash and cash equivalents comprise balances held at Barclays Bank plc and are all held by the Company.

10. Trade and other receivables

11. Trade and other payables

12. Share Capital

The Company's Ordinary shares have a nominal value of £0.01 each. All issued shares are fully paid. The holders of Ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at meetings of the Company.

The Company issued 1 Ordinary share of £1 upon incorporation.

On 10 July 2014, the Company:

· adopted new articles of association in substitution for and to the exclusion of the Company's then existing articles of association; and

· issued 49,999 Ordinary shares of £1.00 each to Marwyn Investment Management LLP bringing the total issued share capital to 50,000 Ordinary shares of £1.00 each. The shares were fully paid up.

On 23 October 2014, the Company:

· allotted 4 ordinary shares of £1.00 each (the "Allotment''). Immediately following the Allotment, the following steps took place:

o the entire issued share capital of the Company, being 50,004 ordinary shares of £1.00 each, was subdivided into 41,670 Ordinary shares of £1.20 each (''First Subdivision'');

o immediately following the First Subdivision the entire issued share capital of the Company was further subdivided and reclassified into 41,670 Ordinary shares of £0.01 each and 41,670 deferred shares of £1.19 each.

On 10 November 2014, the Company:

· issued 25,000,000 shares for the Placing at a placement price of £1.20 each. All 25,000,000 Ordinary shares were admitted to AiM for trading.

· was gifted the 41,670 deferred shares by the holder of the deferred shares.

At 31 December 2014, 405,000 Executive Founder Shares and 194,996 Investor Founder Shares were reserved for issue under options, as disclosed in note 16.

13. Fundraising proceeds

14. Instruments and associated risks

The Group has the following categories of financial instruments at the period end:

The Group has exposure to the following risks from its use of financial instruments:

· Market risk

· Liquidity risk

· Credit risk

This note presents information about the Group's exposure to each of the above risks and the Group's objectives, policies and processes for measuring and managing these risks.

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.

Treasury activities are managed on a Group basis under policies and procedures approved and monitored by the Board. These are designed to reduce the financial risks faced by the Group which primarily relate to movements in interest rates.

Market risk

The Group's activities primarily expose it to the risk of changes in interest rates due to the significant cash balance currently held however any change in interest rates will not have a material effect on the Group. The Group's operations are entirely in their functional currency and accordingly, no translation exposures arise in trade receivables or trade payables.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

The Group currently meets all liabilities from cash reserves. The Group's liability for operating expenses is monitored on an ongoing basis to ensure cash resources are adequate to meet liabilities as they fall due.

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The main credit risk relates to the cash held with financial institutions.

The Company manages its exposure to credit risk associated with its cash deposits by selecting counterparties with a high credit rating with which to carry out these transactions. The counterparty for these transactions is Barclays Bank plc, which holds a short-term credit rating of P-1, as issued by Moody's. The Company's maximum exposure to credit risk is the carrying value of the cash on the balance sheet.

Capital management

The Board's policy is to maintain a strong capital base so as to maintain creditor and market confidence and to sustain future development of the business. There were no changes in the Group's approach to capital management during the period.

15. Earnings per share

The calculation of earnings per share is based on the loss for the period attributable to ordinary shareholders of £285,448 and on the weighted average number of ordinary shares in issue during the period of 5,237,246.

16. Participation shares

Arrangements have been put in place to create incentives for those who are expected to make key contributions to the success of the Group. Success depends upon the sourcing of attractive investment opportunities, effective execution of transactions, the availability of cornerstone investment to fund acquisitions and the subsequent integration and optimisation of target businesses. Accordingly, an incentive scheme has been created to reward the key contributors for the creation of value, once all investors have received a preferential level of return. In order to make these arrangements most efficient, they are based around a subscription for shares in H.I.J. Limited ("H.I.J.") by the Executive Founders (the "Executive Founder Shares") and Investor Founders (as detailed below) (the "Investor Founder Shares"); together the "Participation Shares".

On being offered, the Company may purchase the Participation Shares either for cash or for the issue of new Ordinary shares at its discretion. The valuation of the Participation shares is discussed below. The Participation Shares may only be sold on this basis if both the growth condition and at least one of the vesting conditions have been satisfied. If these conditions have not been satisfied the Participation Shares must be sold to the Company for a nominal amount.

Details of the Participation Shares, outstanding at the period end are shown below. None of the Participation Shares were forfeited, exercised or expired during the period.

16.1 Executive Founder Shares

Avril Palmer-Baunack, James Corsellis and Mark Brangstrup Watts are defined as the Executive Founders.

Growth condition

The Growth Condition is that the compound annual growth of the Company's equity value must be at least 10% per annum. The Growth Condition takes into account new shares issued, dividends and capital returned to Shareholders.

Vesting conditions

The Executive Founder Shares are subject to certain vesting conditions, at least one of which must be (and continue to be) satisfied in order for a holder of Executive Founder Shares to exercise his or her redemption rights. The vesting period which ends on the fifth anniversary of Admission, being 10 November 2019.

The vesting conditions are as follows:

(i) a sale of all or a material part of the business of the Company;

(ii) a sale of all of the issued ordinary shares of the Company occurring;

(iii) a winding up of the Company occurring;

(iv) a sale or change of control of the Company; or

(v) it is later than the third anniversary of Admission.

The Executive Founders have agreed that if they cease to be involved with the Company in the first three years following Admission then in certain circumstances a proportion of their Executive Founder Shares may be forfeited.

Value

Subject to the provisions detailed above, the Executive Founder Shares can each be sold to the Company for an aggregate value equivalent to a minimum of 13.5% of the increase in "Shareholder Value" in the Company. Shareholder Value is broadly defined as the increase in market capitalisation of all Ordinary Shares of the Company issued up to the date of sale, allowing for any dividends and other capital movements.

Holding of Executive Founder Shares

405,000 Executive Founder Shares have been created and shares have been allotted and purchased, as shown in the table below.

16.2 Investor Founder Shares

Invesco Asset Management Limited, Artemis Investment Management LLP, Aviva Investors Global Services Limited, Schroder Investment Management Limited, Premier Fund Managers Limited, Brian Kennedy, Zeus Capital Limited, Eurovestech plc, Cenkos Securities plc, Killik & Co LLP, Charles Stanley & Co Ltd and Trium Capital Managers Limited are defined as the Investor Founders.

Growth condition

The Growth Condition is that the compound annual growth of the Company's equity value must be at least 10% per annum. The Growth Condition takes into account new shares issued, dividends and capital returned to Shareholders.

Vesting conditions

The Investor Founder Shares are subject to certain vesting conditions, at least one of which must be (and continue to be) satisfied in order for a holder of Investor Founder Shares to exercise his or her redemption rights and which are subject to a compulsory redemption on the third anniversary of Admission, being 10 November 2019.

The vesting conditions are as follows:

(i) a sale of all or a material part of the business of the Company;

(ii) a sale of all of the issued ordinary shares of the Company occurring;

(iii) a winding up of the Company occurring;

(iv) a sale or change of control of the Company; or

(v) it is the third anniversary of Admission

Value

Subject to the provisions detailed above, the Investor Founder Shares can each be sold to the Company for an aggregate value equivalent to a maximum of 6.5% of the increase in "Shareholder Value" in the Company. Shareholder Value is broadly defined as the increase in market capitalisation of all Ordinary Shares of the Company issued up to the date of sale, allowing for any dividends and other capital movements.

If the growth condition is satisfied on the third anniversary of Admission, being 10 November 2017, the Investor Founder Shares must be sold to the Company, or at its election, redeemed or exchanged for Ordinary Shares, in each case at a price per Investor Share equal to a maximum of 6.5% of the increase in Shareholder Value. If the growth condition is not satisfied on the third anniversary of Admission, the Investor Founder Shares must be sold to the Company or, at its election, redeemed, in both cases at a price per Investor Founder Share equal to the subscription price for such shares.

Holding of Investor Founder Shares

Under the incentive scheme, 194,996 Investor Founder Shares have been created and Investor Founders have been allotted and purchased a number of those shares.

16.3 Valuation of Participation Shares

The Executive Founder Share Scheme has been accounted for in accordance with IFRS2, "Share Based Payments".

For equity-settled Executive Founder Shares, the services received from Directors are measured by reference to the fair value of the Shares. The fair value is calculated at grant date and is recognised in the Consolidated Statement of Comprehensive Income, together with a corresponding increase in shareholders' equity, on a straight-line basis over the vesting period, based on an estimate of the number of Shares that will eventually vest.

Vesting conditions, other than market conditions, are not taken into account when estimating the fair value. Market conditions are those conditions that are linked to the share price of the Company.

At the end of each reporting period the Company revises its estimates of the number of Shares that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the Consolidated Statement of Comprehensive Income, with a corresponding adjustment to shareholders' equity.

The Investor Founder Shares Scheme has been accounted for in accordance with the requirements of IAS 32 as a financial liability at fair value as the incentive scheme does not include a service requirement.

Details of the value of the Participation Shares are set out below based on 100% of the shares granted coming to vest:

As at period end, £29,289 has been recognised in the Consolidated statement of comprehensive income and Consolidated statement of financial position as a share-based payment reserve in relation to the Participation Shares.

The value of the Participation Shares granted under the scheme has been calculated using a Monte Carlo model. The fair value is based on a weighted average of £20 million raised on Admission and volatility of 20% based on a weighted average share price over the vesting period.

17. Material contracts and related-party transactions

In the opinion of the Directors on the basis of shareholdings advised to them, the Company has no ultimate controlling party.

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party, or the parties are under common control or influence, in making financial or operational decisions.

17.1 Related parties

In addition to her Director's remuneration, Avril Palmer-Baunack holds Executive Founder Shares in H.I.J. as disclosed in note 16.

James Corsellis and Mark Brangstrup Watts are the managing partners of the Marwyn Group:

· Marwyn Value Investors LP ("MVI LP") holds 29.99% of the Company's issued ordinary shares. MVI LP is managed by Marwyn Asset Management Limited of which James Corsellis and Mark Brangstrup Watts are both non-executive directors and of which they are the ultimate beneficial owners;

· Marwyn Long Term Incentive LP, a partnership in which James Corsellis and Mark Brangstrup Watts are limited partners, holds Executive Founder Shares as disclosed in note 16;

· James Corsellis and Mark Brangstrup Watts are the managing partners of Marwyn Capital LLP which provides corporate finance advice and various office and finance support services to the Company. During the period Marwyn Capital LLP was paid £35,700 (excluding VAT) in respect of services supplied and was owed an amount of £21,000 at the balance sheet date; and

· James Corsellis and Mark Brangstrup Watts are the ultimate beneficial owners of Axio Capital Solutions Limited which provides company secretarial services to the Company and company secretarial, registered agent and accounting services to H.I.J. During the period Axio Capital Solutions Limited was paid £14,758 in respect of services supplied and was owed an amount of £2,679 at the balance sheet date.

At 31 December 2014, H.I.J. the subsidiary of Haversham Holdings plc, owed £11,444 to the Company for services paid by the Company on its behalf.

18. Commitments and contingent liabilities

There were no commitments or contingent liabilities outstanding at 31 December 2014 that require disclosure or adjustment in these financial statements.

19. Company loss for the period

The Company has not presented its own Statement of Comprehensive Income as permitted by section 408 of the Companies Act 2006. The loss for the period and the total loss attributable to shareholders was £236,491.

20. Subsequent events

On 26 March 2015, the Company announced a placing of £1.0 billion of new ordinary shares in order to fund the acquisition of the BCA Group of companies. The listing of the new shares and acquisition of the BCA Group is expected to complete on 2 April 2015.

In March 2015, the Investor Founders agreed to sell their H.I.J. Investor Founder Shares to the Company for their nominal value.

In March 2015, the terms of the H.I.J. Executive Founder Shares were amended to provide that the value of awards under all of the Company's share incentive arrangements will not, in any 10 year period, exceed the Incentive Scheme Cap. The ''Incentive Scheme Cap'' is 10 per cent of the excess of the market value of the Company (based on a 30 day volume-weighted average mid-market price and taking dividends and any prior return of capital into account) over and above the aggregate price paid by shareholders for its share capital.

Risk

Risks applicable to investing in the Company

An investment in the Ordinary Shares involves a high degree of risk. No assurance can be given that Shareholders will realise a profit or will avoid loss on their investment.

The Board has identified the following risks which it considers to be the most significant for investors in the Company. The risks referred to below do not purport to be exhaustive and are not set out in any particular order of priority.

If any of the following events identified below occur, the Company's business, financial condition, capital resources, results and/or future operations and prospects could be materially adversely affected. In that case, the market price of the Ordinary Shares could decline and investors may lose part or all of their investment.

Additional risks and uncertainties not currently known to the Board or which the Board currently deem immaterial may also have an adverse effect on the Company's business. In particular, the Company's performance may be affected by changes in the market and/or economic conditions and in legal, regulatory and tax requirements.

The Company is newly incorporated with no operating history

The Company was incorporated on 30 April 2014. The Company has limited financial statements and/or no meaningful historical financial data. The Company is therefore subject to all of the risks and uncertainties associated with any new business enterprise including the risk that the Company will not achieve its investment objectives and that the value of an investment in the Company could decline and may result in the total loss of all capital invested. The past performance of companies, assets or funds managed by the Directors, or persons affiliated with them, in other ventures, is not necessarily a guide to the future business, results of operations, financial condition or prospects of the Company.

Industry-specific risks

It is anticipated that that the Company will invest in businesses with a particular focus on the UK & European automotive, support services, industrial engineering and manufacturing sectors. These sectors are closely tied to gross domestic product and specifically, levels of consumer demand and industrial, infrastructure and manufacturing activity. As a result, the identified sectors may be cyclical in nature, tending to be affected by changes in global and local economic activity levels; changes which are beyond the Company's control.

Reliance on the retention of Directors and consultants

The Company will rely heavily on a small number of key individuals, in particular the Directors, to identify, acquire and manage suitable assets, companies and/or businesses. The retention of their services cannot be guaranteed. Accordingly the loss of any such key individual may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.

In addition, there is a risk that the Company will not be able to recruit executives of sufficient expertise or experience to maximise any opportunities that present themselves, or that recruiting and retaining those executives is more costly or takes longer than expected. The failure to attract and retain those individuals may adversely affect the Company's operations.

Identifying and acquiring suitable target acquisition opportunities

The Company's ability to implement the Investment Policy will be limited by its ability to identify and acquire suitable acquisitions or suitable ancillary acquisitions. Suitable opportunities may not always be readily available. The Company's initial and future acquisitions may be delayed or made at a relatively slow rate because, inter alia:

• the Company intends to conduct detailed due diligence prior to approving acquisitions;

• the Company may conduct extensive negotiations in order to secure and facilitate an acquisition;

• it may be necessary to establish certain structures in order to facilitate an acquisition;

• competition from other investors, market conditions or other factors may mean that the Company cannot identify attractive acquisitions or such acquisitions may not be available at the rate the Company currently anticipates;

• the Company may be unable to agree acceptable terms;

• the Company may be unable to raise bank finance on terms the Directors consider reasonable; or

• the Company may need to raise further capital to make acquisitions and/or fund the assets or businesses invested in, which may not be achieved.

Disposals

The Company may make investments that it cannot realise through trade sale or flotation at an acceptable price. Some investments may be lost through insolvency. Any of these circumstances could have a negative impact on the profitability and value of the Company.

Unsuccessful transaction costs

There is a risk that the Company may incur substantial legal, financial and advisory expenses arising from unsuccessful transactions which may include transaction documentation, legal, accounting and other due diligence.

Timing of investments

As detailed above, the Company cannot accurately predict how long it will actually take to deploy the capital available to it or whether it will be able to do so at all. Any significant delay or inability to find a suitable acquisition may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.

Pursuant to the AIM Rules for Companies, if the Company has not substantially implemented its Investment Policy within 18 months of Admission, the Investment Policy will be subject to approval by Shareholders at the next annual general meeting of the Company and annually thereafter.

Success of Investment Policy not guaranteed

The Company's level of profit will be reliant upon the performance of the assets acquired and the Investment Policy (in both its current form and as amended from time to time). The success of the Investment Policy depends on the Directors' ability to identify investments in accordance with the Company's investment objectives and to interpret market data correctly. No assurance can be given that the strategy to be used will be successful under all or any market conditions, that the Company will be able to identify opportunities meeting the Company's investment criteria, that the Company will be able to invest its capital on attractive terms or that the Company will be able to generate positive returns for Shareholders. If the Investment Policy is not successfully implemented, this may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.

Change in Investment Policy

The Investment Policy may be modified and altered from time to time with the approval of Shareholders, so it is possible that the approaches adopted to achieve the Company's investment objectives in the future may be different from those the Directors currently expect to use. Any such change may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.

Concentration of risk

There can be no assurance that the actual investment opportunities that the Directors are able to source for the Company will not lead to a concentration of risk. To the extent that any acquisitions are concentrated in any particular niche of the automotive sector, region, country or asset class, downturns affecting the source of the concentration may result in a total or partial loss of the value of such investments and have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.

Material facts or circumstances not revealed in the due diligence process

Prior to making or proposing any investment, the Company will undertake legal, financial and commercial due diligence on potential investments to a level considered reasonable and appropriate by the Company on a case by case basis. However, these efforts may not reveal all material facts or circumstances that would have a material adverse effect upon the value of the investment. In undertaking due diligence, the Company will need to utilise its own resources and may be required to rely upon third parties to conduct certain aspects of the due diligence process. Further, the Company may not have the ability to review all documents relating to the investee company and assets. Any due diligence process involves subjective analysis and there can be no assurance that due diligence will reveal all material issues related to a potential investment. Any failure to reveal all material facts or circumstances relating to a potential investment may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.

Further funding

When a suitable acquisition or ancillary acquisition is identified, it is possible that the Company will need to raise further capital to purchase such investment and / or facilitate the development of such investment. There is no guarantee that the Company will be able to raise such capital and this may prejudice the Company's ability to make and develop such investments. This inability to raise further capital may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.

Risks relating to the Ordinary Shares and their trading on AIM

Potential Marwyn conflicts of interest

Upon Admission, two of the Company's three Directors, James Corsellis and Mark Brangstrup Watts, will be closely related to MVI LP, which is currently a significant Shareholder. While Marwyn has a record of long-term support for the companies in which it invests and in whose management it is involved, and MVI LP has entered into a lock-up agreement in respect of its investment in the Company, it is possible that the interests of MVI LP may differ from those of other Shareholders and that the potential for conflict between the roles of James Corsellis and Mark Brangstrup Watts as Directors of the Company and related parties of MVI LP may adversely affect the interests of the Company's other Shareholders.

Limited trading record for the Ordinary Shares

Since the Ordinary Shares have only recently been listed, their market value is uncertain. The market price of the Ordinary Shares may be volatile and may go down as well as up and investors may therefore be unable to recover the value of their original investment. The Company's operating results and prospects from time to time may be below the expectations of market analysts and investors. Additionally, stock market conditions may affect the Ordinary Shares regardless of the performance of the Company. Stock market conditions are affected by many factors, such as general economic outlook, movements in or outlook on interest rates and inflation rates, currency fluctuations, commodity prices, changes in investor sentiment towards particular market sectors and the demand and supply of capital.

Accordingly, the market price of the Ordinary Shares may not reflect the underlying value of the Company's net assets and the price at which investors may dispose of their Ordinary Shares at any point in time may be influenced by a number of factors, only some of which may pertain to the Company while others may be outside the Company's control.

Further issues of Ordinary Shares could dilute the interests of existing Shareholders

The Company may in the future issue additional securities, including Ordinary Shares, as well as options, warrants and rights relating to its securities, for any purpose. Future issues may consist of Ordinary Shares or securities having greater rights and preferences and may be priced at a discount to the market price of the Ordinary Shares and/or below the prevailing net asset value of each Ordinary Share. It may not be possible for existing Shareholders to participate in such future issues by the Company and the possibility of such future issues of Ordinary Shares may cause the market price of the Ordinary Shares to decline.

Investing company status

The Company is currently considered to be an investing company for the purposes of the AIM Rules for Companies. As a result, it may benefit from certain partial carve-outs to the AIM Rules for Companies, such as those in relation to the classification of Reverse Takeovers. Were the Company to lose investing company status for any reason, such carve-outs would cease to apply. It is anticipated that any acquisition will be considered to be a Reverse Takeover.

Trading on AIM

An investment in shares traded on AIM is generally perceived to involve a higher degree of risk and to be less liquid than an investment in shares listed on the Official List. AIM has been in existence since June 1995 but its future success, and the liquidity of the market for the Ordinary Shares cannot be guaranteed.

Consequently, it may be more difficult for an investor to sell his or her Ordinary Shares than it would be if the Ordinary Shares were listed on the Official List, and he or she may receive less than the amount paid.

In addition, there can be no guarantee that the Company will always maintain a quotation on AIM. If it fails to retain such a quotation, investors may decide to sell their Ordinary Shares, which could have an adverse impact on the price of the Ordinary Shares. If in the future the Company decides to maintain a quotation on another exchange in addition to AIM, the level of liquidity of shares traded on AIM may decline if Shareholders choose to trade on that market rather than on AIM.

Value and liquidity of the Ordinary Shares

It may be difficult for an investor to realise his or her investment. The shares of publicly traded companies can have limited liquidity and their share prices can be highly volatile.

The price at which the Ordinary Shares will be traded and the price at which investors may realise their investment will be influenced by a large number of factors, some specific to the Company and its operations and others which may affect companies operating within a particular sector or quoted companies generally. A relatively small movement in the value of an investment or the amount of income derived from it may result in a disproportionately large movement, unfavourable as well as favourable, in the value of the Ordinary Shares or the amount of income received in respect thereof.

Investors should be aware that the value of the Ordinary Shares could go down as well as up, and investors may therefore not recover their original investment. Furthermore, the market price of the Ordinary Shares may not reflect the underlying value of the Company's net assets.

Risks relating to legislation and regulations

Legislative and regulatory risks

Any investment is subject to changes in regulation and legislation. As the direction and impact of changes in regulations can be unpredictable, there is a risk that regulatory developments will not bring about positive changes and opportunities, or that the costs associated with those changes and opportunities will be significant. In particular, there is a risk that regulatory change will bring about a significant downturn in the prospects of one or more acquired businesses, rather than presenting a positive opportunity.

Taxation

There can be no certainty that the current taxation regime in England and Wales or overseas jurisdictions within which the Company may operate will remain in force or that the current levels of corporation taxation will remain unchanged. Any change in the tax status or tax legislation may have a material adverse effect on the financial position of the Company.

Investors should be aware however, that investment in the Company by way of subscription for Ordinary Shares may not be treated as a ''qualifying holding'' for the purposes of the venture capital trust rules (as set out in Part 6 Chapter 4 of the UK Income Tax Act 2007) because, the Company may not fulfil the requirements imposed upon it which need to be met in order for the Ordinary Shares to have qualifying holding status. Investors should also note that the venture capital trust legislation contains numerous complex conditions for a holding of Ordinary Shares to be a qualifying holding, several of which must be satisfied by the investing venture capital trust itself. The Company is not responsible for the satisfaction of such conditions.

Availability of tax reliefs

The Company's strategy will not be influenced by whether or not capital gains tax reliefs or enterprise investment scheme reliefs are available to Shareholders and investors should not rely on the availability of those reliefs in deciding whether to invest in the Company.

Suitability

As an investment vehicle incorporated in England and Wales, the Company may only be marketed to, and is only suitable as an investment for, sophisticated investors with an understanding of the risks inherent in investment in emerging market jurisdictions and an ability to accept the potential total loss of all capital invested in the Company.

Advisers

Registered office

20 Buckingham Street

London

WC2N 6EF

Legal Advisers to the Company as to English law

Shoosmiths LLP

2 Colmore Square

38 Colmore Circus Queensway

Birmingham, B4 6BJ 

Nominated Adviser and Joint Broker

Cenkos Securities plc

6.7.8 Tokenhouse Yard

London, EC2R 7AS

Joint Broker

Zeus Capital Limited

82 King Street

Manchester

M2 4WQ

Corporate Finance Adviser

Marwyn Capital LLP

11 Buckingham Street

London

WC2N 6DF

Independent Auditors

PricewaterhouseCoopers LLP

1 Embankment Place

London

WC2N 6RH

Company Secretary

Axio Capital Solutions Limited

Axio House

Robin Place

St. Helier

Jersey JE2 4LT

Registrar

Capita Registrars

The Registry

34 Beckenham Road

Beckenham

Kent

BR3 4TU