MNO.L Regulatory News (MNO)

Current Interests

(i) Issue of Initial Consideration Shares

(ii) Issue of maximum number of Holdback Shares

Name

Interest in Ordinary Shares at the date of this Document

Percentage interest in the Existing Share Capital as at the date of this Document

Number of Initial Consideration Shares

Maximum interest in the Enlarged Share Capital immediately following Completion

Maximum percentage interest in the Enlarged Share Capital immediately following Completion†

Maximum number of Holdback Shares to be issued on 30 September 2020

Maximum interest in the Enlarged Share Capital immediately following issue of Holdback Shares

Maximum percentage interest in the Enlarged Share Capital immediately following issue of Holdback Shares†

Nicholas Smith

-

-

23,034,375

23,034,375

15.8%

2,559,375

25,593,750

16.7%

Aaron Hoye

-

-

23,034,375

23,034,375

15.8%

2,559,375

25,593,750

16.7%

David Israel

-

-

11,056,499

11,056,499

7.6%

1,228,500

12,284,999

8.0%

Ashley Cox

-

-

4,299,750

4,299,750

2.9%

477,750

4,777,500

3.1%

Ian Buddery*

2,200,101

2.7

4,620,039

6,820,140

4.7%

513,337

7,333,476

4.8%

Totals:

2,200,101

2.7

66,045,038

68,245,139

46.7%

7,338,337

75,583,475

49.3%

"A$"

Australian Dollars

"Act"

the Companies Act 2006 (as amended)

"Acquisition"

the proposed acquisition by the Company of the entire issued share capital of Airsight in consideration for the issue to the Vendors of the Consideration Shares, on the terms of the Share Sale and Purchase Agreement

"Admission"

admission of the relevant Consideration Shares to trading on AIM becoming effective in accordance with the AIM Rules for companies whose securities are traded on AIM, as published by the London Stock Exchange plc from time to time

"AIM"

the AIM market operated by London Stock Exchange plc

"Airsight"

Airsight Holdings Pty Limited;

"Board" or "Directors"

the directors of the Company, whose names are set out in the Document

"Code" or "Takeover Code"

The City Code on Takeovers and Mergers

"Company" or "Maestrano"

Maestrano Group plc, a company registered in England and Wales with company number 11098701, whose registered office is at 10 John Street London, United Kingdom WC1N 2EB

"Completion"

completion of the Acquisition in accordance with the terms of the Share Sale and Purchase Agreement, which is expected to occur immediately after the close of the General Meeting, subject inter alia to the Resolutions being passed

"Concert Party"

Nicholas Smith, Aaron Hoye, Ashley Cox, David Israel and Ian Buddery, further details of whom are set out in paragraph 8 of Part I of the Document

"Consideration Shares"

up to 73,383,375 new Ordinary Shares, comprising the Initial Consideration Shares and the Holdback Shares, to be issued by the Company to the Vendors as consideration for the acquisition of the entire issued share capital of Airsight

"Document"

this circular to the Shareholders, including the Notice of General Meeting

"Enlarged Share Capital"

as the context requires, the issued share capital of the Company either (i) immediately following Completion and the issue of the Initial Consideration Shares, or (ii) immediately after the issue of the Holdback Shares on 30 September 2020

"Existing Share Capital" or "Existing Ordinary Shares"

the 80,040,331 Ordinary Shares in issue at the date of this Document

"General Meeting"

the general meeting of the Company being convened for 10.00 a.m. on [30 October] 2019, notice of which is set out at the end of this Document, and including any adjournment of such meeting

"Grant Thornton"

Grant Thornton UK LLP

"Group"

the Company and its current subsidiaries at the date of this Document

"Holdback Shares"

up to 7,338,337 new Ordinary Shares to be issued to the Vendors on 30 September 2020, subject to the terms of the Share Sale and Purchase Agreement

"Independent Shareholders"

Shareholders other than those Shareholders who are members of, or who hold their interests in Ordinary Shares on behalf of, the Concert Party or Colin Lynch

"Initial Consideration Shares"

the 66,045,038 new Ordinary Shares to be issued to the Vendors upon Completion of the Acquisition

"Notice" or "Notice of General Meeting"

the notice convening the General Meeting, which is set out at the end of this Document

"Ordinary Shares"

ordinary shares of £0.01 each in the capital of the Company

"Panel"

the Panel on Takeovers and Mergers

"Resolutions"

the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting

"Rule 9"

Rule 9 of the Takeover Code

"Shareholders"

the registered holders of Ordinary Shares from time to time

"Share Sale and Purchase Agreement"

the conditional agreement dated 23 September 2019 between the Company and the Vendors relating to the Acquisition, further details of which are set out in paragraph 3 of Part I of the Document

"subsidiaries"

has the meaning given in the Act

"UK"

the United Kingdom

"Vendors"

the existing shareholders of Airsight being, being Nicholas Smith as trustee for Airsight Investments Trust, Aaron Hoye Family Investments Pty Ltd ACN 633 118 386 as trustee for the Hoye Family Trust, Havenwood Pty Ltd ACN 122 789 422 as trustee for the Israel Family Trust, Ashley Cox Investments Pty Ltd ACN 663 119 525 as trustee for the Cox Family Trust and Ian Buddery.

"Waiver"

the waiver by the Panel of the obligations which would otherwise arise on the Concert Party to make a general offer under Rule 9 of the Takeover Code as a consequence of the issue of the Consideration Shares pursuant to the Acquisition

"Waiver Resolution"

the resolution numbered 2 set out in the Notice of General Meeting which, if passed, will approve the Waiver