PTH Promethean

TIDMPTH

RNS Number : 2182G

Promethean PLC

02 May 2014

2 May 2014

Promethean PLC

("Promethean" or the "Company")

Publication of Prospectus

Further to previous announcements relating to discussions with the board of T.I.S. Group ("TIS") and the board of The Protected Asset TEP Fund plc ("PATF") in relation to the establishment of an AIM listed multi-strategy investment company utilising the existing Promethean business, the board of Promethean plc is pleased to announce that the Company has today published a prospectus dated 2 May 2014 outlining the terms of the Proposed Transaction (the "Prospectus"). The Prospectus has been submitted to the National Storage Mechanism and it will shortly be available for inspection at www.morningstar.co.uk/uk/NSM as well as at the Company's website www.prometheanplc.com.

Further details of the Proposed Transaction are set out below.

It is anticipated that trading in the Company's Ordinary Shares on the AIM market of the London Stock Exchange will be restored as of 3.00 p.m. today.

Unless defined herein, capitalised terms used in this announcement shall have the meaning attributed to them in the Prospectus.

Enquiries:

Promethean PLC

+44 (0) 207 246 2590

Sir Peter Burt

S. P. Angel Corporate Finance LLP

+44 (0)20 3463 2260

Stuart Gledhill

Jeff Keating

Laura Harrison

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS AND PERSONS SHOULD NOT MAKE A DECISION TO BUY OR SUBSCRIBE FOR THE ORDINARY SHARES OF THE COMPANY (THE "ORDINARY SHARES") REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED IN THE PROSPECTUS.

The Prospectus is not intended for distribution, publication or disclosure in or within the United States of America, Canada, Australia, the Republic of South Africa, or Japan.

The distribution of the Prospectus outside the United Kingdom may be restricted by law and therefore persons outside the United Kingdom who are seeking to access the Prospectus should inform themselves about and observe any restrictions as to the Ordinary Shares and the distribution of the Prospectus. The Prospectus does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. The Prospectus should not to be copied or distributed by recipients and, in particular should not be distributed, published, reproduced or otherwise made available by any means, including electronic transmission, in, into or from the United Stated of America, Canada, Australia, the Republic of South Africa or Japan or any other jurisdiction where to do so would be in breach of any other law and/or regulation.

The Ordinary Shares have not been, and will not be, registered in the United States of America under the United States Securities Act of 1933 (as amended) (the "Securities Act") or under the securities laws of any state of the United States of America or under the securities laws of any of Canada, Australia, the Republic of South Africa or Japan and, subject to certain exemption, may not be offered or sold, directly or indirectly, within or into the United States of America, Canada, Australia, the Republic of South Africa, or Japan or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, the Republic of South Africa, or Japan. Neither the Prospectus nor any copy of it may be distributed in or sent to or taken into the United States, Canada, Australia, the Republic of South Africa, or Japan, nor may it be distributed to any US person (within the meaning of Regulation S under the Securities Act). In addition, the Ordinary Shares to which the Prospectus relates must not be marketed into any jurisdiction where to do so would be unlawful. Persons into whose possession this Prospectus comes should inform themselves about, and observe, any such restrictions.

Expected Timetable of Principal Events

 
                                                       2014 
----------------------------------------------------  ----------------- 
 Publication date of the Prospectus                    2 May 
----------------------------------------------------  ----------------- 
 Latest time and date for receipt of Form of           10.00 a.m. on 25 
  Proxy from Promethean Shareholders                    May 
----------------------------------------------------  ----------------- 
 Promethean Extraordinary General Meeting              10.00 a.m. on 27 
                                                        May 
----------------------------------------------------  ----------------- 
 Latest time and date for receipt of Form of           5.00 p.m. on 16 
  Election from PATF Participating Shareholders         June 
----------------------------------------------------  ----------------- 
 Announcement of result of Offer                       17 June 
----------------------------------------------------  ----------------- 
 Record time and date for entitlement to Bonus         5.00 p.m. on 17 
  Shares                                                June 
----------------------------------------------------  ----------------- 
 Record time and date for entitlement to Conditional   5.00 p.m. on 17 
  Return of Capital                                     June 
----------------------------------------------------  ----------------- 
 Completion of the Proposed Transaction, Admission     8.00 a.m. on 18 
  effective and dealings in the Enlarged Issued         June 
  Share Capital expected to commence on AIM 
----------------------------------------------------  ----------------- 
 CREST accounts expected to be credited with           18 June 
  Bonus Shares 
----------------------------------------------------  ----------------- 
 Ex-date for the purpose of the Bonus Shares           18 June 
  and Conditional Return of Capital 
----------------------------------------------------  ----------------- 
 Distribution of cash pursuant to the Conditional      2 July 
  Return of Capital to be made by 
----------------------------------------------------  ----------------- 
 Definitive share certificates for the New Ordinary    2 July 
  Shares to be despatched by 
----------------------------------------------------  ----------------- 
 

Only applicable if Resolution 2 is passed.

Each of the times and dates above is conditional, amongst other things, upon the Minimum Acceptance Condition being met and is subject to change. Any such change will be notified by an announcement on a Regulatory Information Service.

Admission Statistics

 
 Number of Existing Ordinary Shares                45,186,155 
------------------------------------------------  ---------------------- 
 Number of New Ordinary Shares to be issued        Minimum*:286,368,877 
  to Accepting PATF Participating Shareholders      Maximum: 806,048,013 
  pursuant to the Offer 
------------------------------------------------  ---------------------- 
 If Resolution 2 is not passed at the EGM: 
  Number of New Ordinary Shares to be issued         37,671,826 
  pursuant to the Acquisition                        Nil 
  Number of Bonus Shares to be issued 
------------------------------------------------  ---------------------- 
 If Resolution 2 is passed at the EGM: 
  Number of New Ordinary Shares to be issued 
   pursuant to the Acquisition                      10 
  Number of Bonus Shares to be issued                37,671,816 
------------------------------------------------  ---------------------- 
 Number of New Ordinary Shares to be issued 
  pursuant to the Settlement Agreement and Side 
  Letter                                           8,961,561 
------------------------------------------------  ---------------------- 
 Number of New Ordinary Shares to be issued 
  to Commonwealth Bank of Australia pursuant 
  to the Bank Facility                             30,605,674 
------------------------------------------------  ---------------------- 
 Number of Management Incentive Shares to be 
  issued on Admission 
  (subject to receiving approval from HMRC)        9,845,715 
------------------------------------------------  ---------------------- 
 Minimum Enlarged Issued Share Capital             408,794,093 
------------------------------------------------  ---------------------- 
 Maximum Enlarged Issued Share Capital             938,318,944 
------------------------------------------------  ---------------------- 
 Estimated Market capitalisation of the Company    approximately GBP53 
  on Admission (based on the Minimum Enlarged       million 
  Issued Share Capital) 
------------------------------------------------  ---------------------- 
 Tradeable Instrument Display Mnemonic (TIDM)      LPR 
  on Admission 
------------------------------------------------  ---------------------- 
 Current International Security Identification     GB00B08H5G38 
  Number (ISIN) and ISIN on Admission 
------------------------------------------------  ---------------------- 
 

* Assumes constant NAV of the PATF Sub-Funds. Minimum level of dilution assumes acceptances from PATF Participating Shareholders holding PATF Participating Shares representing In Specie Assets valued at GBP40 million though the Board in its absolute discretion may accept a lesser amount, such lesser amount not to be materially less than GBP40 million.

Proposed Acquisition of securities in T.I.S. Holdings Limited

Proposed Acquisition of PATF Participating Shares

Proposed name change to Link & Prosper plc

Conditional Return of Capital

Board changes

and Admission of the Enlarged Issued Share Capital to trading on AIM

Introduction

On 2 May 2014, the Company announced that it had conditionally agreed to acquire all of the issued and to be issued share capital of TIS that it does not already own together with the VLNs. It also announced the

terms of an all share offer being made by the Company to acquire PATF Participating Shares from PATF

Participating Shareholders on the following basis:

For every 1 PATF Participating Shares in PATF Original GBP, 12.00 New Ordinary Shares

For every 1 PATF Participating Shares in PATF Original EUR, 7.04 New Ordinary Shares

For every 1 PATF Participating Shares in PATF Original USD, 6.00 New Ordinary Shares

For every 1 PATF Participating Shares in PATF No.2 GBP, 7.33 New Ordinary Shares

For every 1 PATF Participating Shares in PATF No.2 EUR, 6.06 New Ordinary Shares

For every 1 PATF Participating Shares in PATF No.2 USD, 4.86 New Ordinary Shares

In view of the size of the TIS Group in relation to Promethean, the size of the offer for the PATF Participating Shares, the fundamental change to the Company's business and board of directors, the Proposed Transaction constitutes a reverse takeover under the AIM Rules for Companies and as such requires the approval of Promethean Shareholders at the Extraordinary General Meeting.

In addition, the Company proposes to change its name to Link & Prosper plc with effect from Admission. This change requires the approval of Promethean Shareholders.

Trading in the Company's Ordinary Shares is currently suspended pending the publication of the Prospectus. Trading in the Company's Ordinary Shares is expected to be restored shortly following the publication of the Prospectus.

As a consequence of the Proposed Transaction constituting a reverse takeover, the Company is required to apply for re-admission to AIM as the Enlarged Group. It is expected that Admission will take place as soon as is reasonably practicable within 7 days of the Offer becoming or being declared unconditional (save only for Admission) and concurrently the Company's current admission to AIM will be cancelled.

Background Information on Promethean and Reasons for the Proposed Transaction

Promethean was incorporated in the Isle of Man in June 2005. The Company was initially established as an evergreen limited company investing in an evergreen fund to generate returns for Promethean Shareholders through two primary routes: acquiring businesses using private equity style investment structures; and the establishment of a private equity style management business. On 30 June 2005, the Company raised GBP50.0 million (gross) pursuant to a placing of new Ordinary Shares and the issued share capital of the Company was admitted to trading on AIM.

Following the credit crisis of 2008, meetings were held with certain Promethean Shareholders and it was agreed at the Company's annual general meeting held in September 2009, that the Company would move to realising its existing investment portfolio over an appropriate timescale to maximise the realisations and return the proceeds to Promethean Shareholders. Formally this involved changing the Company's investing policy to a divestment policy and mandating the Manager to realise the Company's portfolio.

Over the last few years the Company has successfully realised most of its investments. As at the date of the Prospectus Promethean's sole remaining investment is its shareholding in TIS, a niche financial services company with an historical focus on Traded Endowment Policies ("TEPs") and an increasing presence in the multi-strategy alternative investment funds market.

As at 31 December 2013 Promethean's assets included GBP2,097,000 of cash and its 59 per cent. Shareholding in TIS. The resolution of the TIS investment has been a lengthy process due to the specialist nature of TIS's business. Following the lapse of the conditional offer received by the TIS board from PATF in 2012, the Board is pleased to set out the terms of the Proposed Transaction.

The Promethean Board believes the Acquisition offers an attractive vehicle for existing Promethean Shareholders and TIS Shareholders going forward. The Offer gives PATF Participating Shareholders the opportunity to participate in a provider of alternative investment management and associated investment services business aiming to grow assets under management through the launch of new products. In addition, shareholders of the Enlarged Group are expected to benefit from the investment returns of the In Specie Assets as part of a multi-strategy investment mandate investing in alternative investment assets and strategies.

Should the Proposed Transaction not proceed the Board intends in due course to put the option to Promethean Shareholders of delisting the Company and will consult with Promethean Shareholders in relation to alternative courses of action.

Background on TIS

TIS Holdings is the parent company of a group of niche financial services companies with an historical focus on TEPs and an increasing presence in the alternative investment market.

Historically, TIS Holdings through its Subsidiaries has been the UK's leading distributor, market maker and provider of services to the with-profits endowment policy market. TIS entered the market via AAP in 1993 as a forerunner in this field serving primarily the retail sector. AAP is one of the most influential members of The Association of Policy Market Makers Limited ("APMM"), which was founded in 1992. From 1999 the TIS Group evolved into broadly the familiar structure of today with the capacity to offer multiple services including policy provider and market making, valuations and management services to major institutional TEP funds.

Through its various trading entities, the TIS Group is capable of offering a number of services throughout the TEP value chain, and in doing so, is able to generate revenue for the TIS Group.

More recently the TIS Group has expanded its business to service a range of alternative investment strategies. The experience and expertise in the TEP market provides the TIS Group with a solid platform from which to develop the business and enables it to target medium to long term sustainable growth by providing services to other alternative asset classes and by offering additional alternative investment products via its established distribution network.

Background on PATF

The Protected Asset TEP Fund plc ("PATF") is an open-ended investment company that complies with the requirements of the Isle of Man Collective Investment Schemes (Experienced Investor Fund) Regulations 2010.

PATF is designed to provide investors with capital growth and relatively low risk through investment in a diversified portfolio of traded endowment policies. PATF's investment policy is to achieve above average capital growth by creating and actively managing a carefully structured portfolio of with-profits endowment policies.

PATF was incorporated in December 2000 and subsequently PATF Participating Shares were offered in its first sub-fund from January 2001. At its peak in August 2008, assets under management for PATF were GBP764.4 million compared with GBP127.1 million in January 2014. The TIS Group provides various investment services to PATF through its operating companies.

It is expected that PATF will publish its annual financial results for the year ended 31 December 2013 on or around 2 May 2014.

Rupert Cottrell, proposed Chairman of the Enlarged Group, is currently Chairman of PATF.

Neil Duggan, proposed Non-Executive Director of the Enlarged Group, is currently a Non-Executive Director of PATF.

Katherine Spiteri, proposed Chief Executive Officer of the Enlarged Group, was appointed on 29 November

2013 to be a Non-Executive Director of PATF.

Strategy of the Board of the Enlarged Group

The Board of the Enlarged Group intends to establish a strategy which exploits the TIS Group's reputation as a provider of insurance-linked and alternative investment products, and will utilise the expertise of its workforce to diversify its offerings to include other investment products in addition to TEPs. It is intended that the Enlarged Group will earn investment management and other investment service fees from its operating subsidiaries.

The TIS Group's strategy outside of TEPs will be underpinned by the need to provide investment solutions that maximise returns to third party investors by focusing on the following:

-- Low or no correlation to capital markets;

-- Low volatility; and

-- A high degree of capital preservation.

Similar to its successful experience with TEPs, the Enlarged Group will develop and manage products inhouse to provide additional income streams to those generated from TEPs. The TIS Board has recognised the market demand for a fund that is capable of delivering stable, non-correlated returns. To meet this demand, TIS has established TIS SPC, an open-ended fund structured as a Cayman Islands Segregated Portfolio Company. TIS Diversified Alternative Fund ("TDAF") is an investment strategy of TIS SPC. TIS Group Management Limited is the Investment Manager to TIS SPC and TDAF.

TDAF has a multi-strategy investment mandate investing in alternative investment assets and strategies, which includes TEPs. The Directors of the Enlarged Group believe TDAF can increase its funds under management through promotion of the fund to third party investors by PDLI's international distribution network, consequently generating fee income for the Enlarged Group.

In addition to third party funds, TDAF, through a dedicated segregated portfolio, will also manage the majority of the TEPs that are to be acquired by the Enlarged Group as a result of the Proposed Transaction. As these TEPs mature, it is intended that this segregated portfolio will diversify its investments into other alternative assets and strategies.

It is the intention of the Board of the Enlarged Group to create other fund structures in other jurisdictions in the future depending upon the requirements of and demand from potential investors.

The Enlarged Group is expected to benefit from returns generated from its ownership of the TIS Group in addition to its investment in the TIS Diversified Alternative Fund L&P GBP Class A SP (through which shareholders of the Enlarged Group will benefit from exposure to the transferred TEPs and share in any returns realised at policy maturity). Returns generated by the TIS Group will include existing income streams and anticipated future income from the provision of services to the newly established TIS SPC.

The Enlarged Group will continue to provide the current services provided to PATF by the TIS Group and earn fee income from these services. TIS will continue to provide its existing professional advisory and management services, including the continuation of its roles as service provider to PATF as well as commencing management of the newly formed TIS SPC.

Current Trading and Prospects for the Enlarged Group

Promethean plc

Whether or not the transaction outlined in this Prospectus is completed and the Enlarged Group is created and recognising that TIS is Promethean's only significant investment, the trading prospects for Promethean are similar to those of the TIS Group. Consequently the information contained in the following paragraph provides the update of the current trading of Promethean.

TIS

The TIS Group continues to receive revenue from its operations associated with the TEP market. Due to fewer new with-profits endowment policies being issued in favour of unitised products, there has been a shortage of available policies to meet demand from TEP investors. Given TIS Group's association with two of the larger institutional holders of TEPs, the TIS Group has increasingly become a hub within the TEP market seeking to supply TEPs to meet continuing demand from TEP investors, most notably in the year to 30 June 2013. This has led to an increase in retail revenue being generated from the TIS Group's TEP trading activities outside of PATF since 30 June 2011.

The fees earned by the TIS Group in respect of policy valuation and promotion activities through retrocession commission are contractually linked to assets under management. Fee income from these services has consequently reduced with falling assets under management resulting from higher than expected redemptions in PATF. PATF's assets under management have decreased from GBP764.4 million in August 2008 to GBP127.1 million in January 2014.

With very little new supply of life assurance policies and the consequent reduction in TEPs, the directors of TIS believe that TIS has responded in a timely manner to the declining remaining short to medium term life span of the TEP market. Since 2011 the TIS Group has invested in research and development in relation to the launch of TIS SPC and in particular TDAF. Provision of services to TIS SPC by the TIS Group is expected to deliver new income streams across all of the TIS Group's business lines.

In the future, TIS expects to structure products utilising the versatile TIS SPC structure creating a matrix combining different underlying strategies in a variety of formats. When appropriate the TIS Group anticipates being able to offer services relating to particular assets and strategies in a similar way to its servicing of PATF and its other TEP clients. Shareholders of the Enlarged Group, including accepting PATF Participating Shareholders, are expected to benefit from the fees and other revenue streams expected to be derived from the provision of these services to TIS SPC which will provide increased diversification as compared to a direct investment in TDAF.

TDAF currently consists of a variety of segregated portfolios with different currencies including, Pound Sterling, Swiss Francs, US Dollar and Euro. It is envisaged that further segregated portfolios denominated in new currency classes in TIS SPC as well as non-TDAF investment strategies will be launched and utilised to fulfil client needs as appropriate. The TIS Group has already received significant indications of interest from prospective investors for its multi-strategy investment thesis and for alternatives in other jurisdictions.

In the long-term, the potential exists for both TIS and the Enlarged Group to add to its portfolio of products as the flexible TIS SPC structure should enable the business to generate additional funds with different strategies alongside TDAF. This ability to expand the range of products available is expected to help build assets under management. The TIS directors believe the potential opportunities are extensive due to the wide scope of the alternative investment universe allowing the Enlarged Group either organically or via acquisition or merger to participate further down the supply chain with specific assets and strategies as deemed appropriate by the Board. Furthermore, future opportunities may include the development of endowments in markets outside of the UK as well as further product development complimentary to the Enlarged Group's investment strategy.

The TIS Group continues to operate in the TEP market in the same manner as it has done in the last financial year and as such will continue to earn the associated revenue made up of trading margin and fee income. Following the launch of TDAF the TIS Group expects to earn additional income from performance fees via TIS Group Management Limited, promoter fees via PDLI and trading margin from TEP market making via AAP.

Income outside of the TEP market will be ultimately driven by TIS SPC's NAV being the combination of assets raised and performance as well as any commission or margin which could be realised through specific asset classes or strategies where the TIS Group is able to both add value and show competency in delivering.

Should the TIS Group decide in the future to grow through acquisition or a joint venture there might be the opportunity of enhancing shareholder value through an equity stake or a suitable financial instrument.

Since 31 December 2013 (being the end of the last financial period of the TIS Group for which financial information has been published), the TIS Group's non-trading income has continued to decline as the net asset value of amounts held in the funds it provides services to have continued to reduce as a result of maturing policies and fund redemptions. Trading volumes and margins have both been affected by adverse market conditions which has resulted in a significant change in the trading position of the TIS Group in the period since 31 December 2013.

The capital resources for the Enlarged Group will derive from the activities of the TIS Group and the GBP10,800,000 (GBP5,900,000 tranche A and GBP4,900,000 tranche B) bank facility of TIS Acquisitions, which is described in paragraph 6.3 of Part XIII. Upon completion of the Proposed Transaction, the tranche B facility shall be cancelled by way of a debt for equity swap whereby the lenders will be issued New Ordinary Shares of the Company in exchange for such cancellation. Further information on the capital and liquidity for Promethean can be found in Part V of the Prospectus and for TIS can be found in Part VII of the Prospectus.

Existing Directors, Proposed Directors and Proposed Senior Management

Details of the Existing Directors and Proposed Directors are set out in Part XII of the Prospectus.

The Board of the Enlarged Group will comprise the following directors:

Rupert Cottrell, Proposed Non-executive Chairman

Rupert's background in financial services includes executive director positions at a number of leading London investment management firms and four years as a director of the Financial Intermediaries, Managers and Brokers Regulatory Association (FIMBRA), a financial regulator that is now part of the FCA. Rupert is also the chairman of Arricano Real Estate plc, the AIM quoted Ukrainian commercial real estate company and has been Chairman of PATF since July 2011.

Rupert was a former Chairman of Carpathian plc, an AIM quoted Eastern European commercial property fund. He was previously a non-executive director of The PFI Infrastructure Company plc, an AIM listed infrastructure fund that was taken private in 2007, and was non-executive chairman of Infrastructure India plc, an AIM quoted infrastructure fund focused on India (before Guggenheim Global Infrastructure Company acquired a majority stake) and Diamond Circle Capital plc, listed on the Main Market of the London Stock Exchange.

Rupert is a Fellow of the Chartered Securities Institute, is based in the Isle of Man and on the Guernsey Corporate Register.

Katherine Spiteri, Proposed Chief Executive Officer

Katherine joined the TIS Group in May 2009 as financial controller continuing the operational restructuring of the business to reflect the changing dynamics of the TEP market whilst successfully completing the acquisition of the trade and assets of PDL in November 2010. Katherine was invited to join the main board in November 2010 as group finance director to continue the transitional programme through investment in product development and market penetration to fulfil the group's future growth strategy. Katherine has been performing the role of acting chief executive officer of the TIS Group Limited since December 2010 and also at that time was appointed honorary treasurer of The Association of Policy Market Makers Limited.

Since joining the TIS Group Katherine has been actively involved in the advisory roles of the TIS Group to its TEP institutional clients and has been actively engaged with the PDLI network more so since April 2012 following the departure of its managing director. In November 2013, Katherine was appointed as director to The Protected Asset TEP Fund plc and The Protected Capital Growth Fund plc and is a director of TIS Group Management Limited, the Investment Manager to TIS SPC.

Prior to joining the TIS Group, Katherine spent 10 years at Walker Greenbank plc, an AIM listed luxury interior furnishings group. She joined as head office accountant and soon became financial controller for all the central business units alongside the plc operation including warehouse and distribution, IT, archives and treasury. Walker Greenbank plc acquired Arthur Sanderson and Son Limited and William Morris Limited in 2003 from administration and on completion Katherine was appointed financial controller, a role requiring considerable group integration and consolidation. This was followed in quick succession by the operational merger with Zoffany Limited, a sister brand, increasing Katherine's financial standing across the group further. During her term she also ran and prepared for sale the Warner Archive a joint project with the archivist which was sold for GBP2m in 2004 as well as accounting for multiple acquisitions and disposals whilst at the head office function.

Katherine spent her early career as an auditor at Ernst and Young and is a qualified chartered accountant and is an FCA Approved Person. She also has 15 years' experience in residential property development and construction.

Martin Nègre, Non-executive Director

Martin Nègre was, until June 2001, the chief executive officer of Ondeo Services UK plc (then known as Northumbrian Water Group plc), a subsidiary of Suez Lyonnaise des Eaux ("Suez Lyonnaise"), and Suez Lyonnaise's chief corporate representative in the United Kingdom.

Prior to coming to the United Kingdom, Martin was with Suez Lyonnaise for five years, as international director in Paris and then Asia-Pacific president in Hong Kong and Singapore.

Before that, Martin spent 22 years as a senior executive of Alsthom and then GEC Alsthom, the Anglo/French engineering company, where he was the chief executive officer of the power generation division. He became a non-executive director of Northumbrian Water Group plc on its re-flotation in May 2003, and remained on the board of Northumbrian Water Group plc following its acquisition by the Cheung Kong Group in 2012. Martin is also (inter alia) currently Chairman of Ecofin Vista Long/Short Fund and a director of Ecofin Water and Power Opportunities plc. Following Admission, Martin will continue in his role as a non-executive director of the Company.

Neil Duggan, Proposed Non-executive Director

Neil, a qualified chartered accountant, spent 27 years with KPMG, primarily based in the Isle of Man but with periods of work in London and Gibraltar. He was head of the audit practices in the Isle of Man and Gibraltar and implemented KPMG's Audit Committee Institute in the Isle of Man. As the lead audit partner, he worked closely with a large number of international companies listed primarily on the London Stock Exchange. Clients include those in the asset management, property and financial services sectors.

In addition to audit, Neil was head of KPMG's transaction services for a number of jurisdictions assisting companies undertaking corporate transactions such as flotations, acquisitions and disposals.

Since retiring from KPMG in late 2012, Neil now acts as a non-executive director for a small number of companies primarily based in the Isle of Man. Neil has been non-executive director of PATF since November 2013.

Proposed Senior Management and directors of TIS Group Management Limited

Robert Ezekiel, Chief Operating Officer of TIS Holdings Limited

Robert joined the TIS Group in June 2000 and through a number of roles has experienced and been integral in the establishment of the TEP market and TIS Group's success therein culminating in the trading of TEPs of approximately GBP2 billion in aggregate value.

Robert has been instrumental in developing and progressing the fund management arm of the TIS Group and upon his arrival, immediately played an important role in the launch of TIS' flagship TEP fund, The Protected Asset TEP Fund plc (PATF). A rapid increase in assets under management followed which included a series of closed-ended TEP funds launched from 2004 and as fund manager of the group Robert ensured assets were suitably acquired and managed to fulfil the funds' investment demands.

During Robert's stewardship as fund manager of the group, both funds' assets under management continued to grow, particularly given PATF's performance, in line with expectations, and combined peaked between August 2008 and October 2008 in excess of GBP1 billion. Robert has also supported the board of PATF in steering the fund following the financial crisis allowing the fund to continue to deliver positive annualised returns since the start of 2009 to the end of 2013 ranging between 6.47 per cent. and 9.31 per cent. and ensuring target returns, set at launch, have been achieved.

During the years which preceded the financial crisis, Robert's involvement with the business extended further to also include strategic areas, working with the TIS board during the process of transitioning the business model of the TIS Group. At the same time, when the TEP market had been muted for several years,

Robert proposed and delivered a significant alternative TEP trading strategy at a total volume of GBP168m over a two and a half year period from December 2010. This aligned the strategic needs of the institutional clients of the TIS Group further proving to be accretive to performance.

Building upon Robert's experience of both launch and fund management over the past 13 years he is actively involved in TIS SPC. His knowledge and experience will be utilised by the Investment Manager, particularly concerning similarly characterised assets/strategies to TEPs.

Robert, who is an FCA Approved Person, was recently invited to join the board of TIS Holdings Limited as Chief Operating Officer and will continue to develop the growth strategy of the TIS Group.

Steve Winetroube, Interim Finance Director (non-board) of TIS Holdings Limited

Steve will join the TIS Group shortly following Admission and has over 20 years of experience in senior financial roles.

Steve qualified as a chartered accountant in 1981 and worked in the retail sector from 1983, initially with Kingfisher Group plc, where he spent 14 years in a variety of senior finance roles within two of their operating companies, Comet Group plc and Charlie Browns Autocentres plc.

Steve's previous roles include managing director of Kingdom of Leather, finance director of Faith Shoes and commercial director of 99p Stores Limited.

In 2004, Steve entered the entertainment industry when he joined Prism Leisure Corporation plc, a budget priced distributor of CDs and DVDs as finance director.

Steve joined Metrodome Group plc, an AIM quoted UK film distributor, as finance director in November 2006. He was appointed chief operating officer of Metrodome Group plc in August 2011.

In September 2012, Steve stepped down from Metrodome Group plc to start up a film and television production company with two former colleagues and also set up his own media and finance consultancy.

Peter Smaill, Non-Executive Director of TIS Group Management Limited

Peter Smaill has been active in private equity for over thirty years. He trained at 3i plc. His interest in specialist investment vehicles commenced with the Gresham Trust Management Buy-Out VCT in 1984, and following a career in National Westminster Bank Group (latterly Bridgepoint Capital) he joined EIS collective scheme manager LICA plc in 2000. After gaining experience of the listed Investment Trust market with Dunedin Capital Partners, he became Chairman of Core VCT 1 (and successor vehicles) from 2004, being specialist Venture Capital Trusts. He is also currently Chairman of Portman Travel Pension Plan, a final salary pension scheme, where he is in regular contact with actuaries and advisers. Peter was also involved in migrating the pension fund to less volatile assets on a progressive basis.

Michael Burt, Non-Executive Director of TIS Group Management Limited

Michael Burt has been a partner of Promethean Investments LLP since he co-founded the firm in 2005. Prior to joining Promethean Investments LLP, Michael was Head of Private Equity at Collins Stewart Limited (now Canaccord Genuity Limited). Prior to Collins Stewart, Michael was an investment director at Ellerman Investments Limited, the UK investment management company of Sir David and Sir Frederick Barclay. During this period, he was part of a team of four investment professionals responsible for managing a portfolio of 12 private companies with a total enterprise value of over GBP2 billion. Michael was heavily involved in the acquisition of Littlewoods PLC and GUS's Home Shopping division. Also during his time at Ellerman Investments Limited, Michael was involved in disposals of over GBP500 million and over GBP1 billion of securitisations.

Michael started his career at Dresdner Kleinwort Benson, first in their acquisition finance business then latterly in the private equity group.

Michael currently serves as non-executive director on the boards of TIS Group Limited, TIS Group Management Limited and Cambria Automobiles plc. Michael holds a BA (Hons) from Durham University.

Principal Terms and Conditions of the Offer

The Company is offering to acquire, on the terms and subject to the conditions set out in Part X of the Prospectus and in the PATF TEPs Agreement, PATF Participating Shares from PATF Participating Shareholders on the following basis:

For every 1 PATF Participating Shares in PATF Original GBP, 12.00 New Ordinary Shares

For every 1 PATF Participating Shares in PATF Original EUR, 7.04 New Ordinary Shares

For every 1 PATF Participating Shares in PATF Original USD, 6.00 New Ordinary Shares

For every 1 PATF Participating Shares in PATF No.2 GBP, 7.33 New Ordinary Shares

For every 1 PATF Participating Shares in PATF No.2 EUR, 6.00 New Ordinary Shares

For every 1 PATF Participating Shares in PATF No.2 USD, 4.86 New Ordinary Shares

The Company will acquire the right, upon receipt of valid Forms of Election indicating acceptance of the Offer and after the Offer becoming or declared unconditional, to request PATF to redeem the relevant PATF Participating Shares received and to receive as redemption proceeds the In Specie Assets, which will be representative of PATF's assets including a representative portfolio of the PATF TEPs as recommended by an independently commissioned actuary. Once the election results are known, the assets of the respective PATF funds will be segregated in proportion to the value of the holdings of those PATF Participating Shareholders who do not accept the Offer and the other representing the In Specie Assets. Each of the policies is unique, so they will be split into two groups which have very similar characteristics in terms of the mix of issuing life offices and the policy maturity profile. The mix of each portfolio will not be a perfect mirror image of one another, because, for example the fund may currently only own one policy of a particular type which cannot be split or it alternatively may own a few policies of a particular type, but whose values can only be combined together to a best fit rather than an exact fit of the split ratio. Although there will be differences at the individual policy level, at the aggregate level, the two parts of the portfolio should be considered economically identical. PATF will warrant to Promethean that on completion of the Offer, there is no charge, mortgage, pledge, lien, option, restriction or any other third party right on, over or affecting the PATF TEPs representing the In Specie Assets and there is no agreement or commitment to give or create any such charge, mortgage, pledge, lien, option, restriction or any other third party right or negotiations which may lead to such an agreement or commitment and no claim has been made by any person to be entitled to any charge, mortgage, pledge, lien, option, restriction or any other third party right thereto.

Following the Offer becoming or being declared unconditional (save for Admission) application will be made for the Enlarged Issued Share Capital to be admitted to trading on AIM. Whilst every effort will be made to ensure this application is successful there can be no guarantee that this will be the case.

Full acceptance of the Offer by PATF Participating Shareholders will result in the issue of up to 806,048,013 New Ordinary Shares, representing approximately 85.9 per cent. of the Maximum Enlarged Issued Share Capital. The minimum number of New Ordinary Shares capable of being issued pursuant to the Offer, if the acceptance condition is satisfied, is 286,368,877. In each case based on constant NAV of PATF Sub-funds.

The minimum number of New Ordinary Shares assumes acceptances from PATF Participating Shareholders holding PATF Participating Shares representing In Specie Assets valued at GBP40 million though the Board in its absolute discretion may accept a lesser amount, such lesser amount not to be materially less than GBP40 million.

Principal Terms and Conditions of the Acquisition

The Company has conditionally agreed to acquire the remaining issued share capital of TIS that it does not already own together with the VLNs pursuant to the terms of the TIS Acquisition Agreement entered into between the Company, the TIS Shareholders and the VLN Holders. Under the terms of the TIS Acquisition Agreement, subject to the satisfaction of certain conditions, the TIS Shareholders and the VLN Holders have agreed to sell their respective Vendor Securities to the Company for a consideration of GBP5.26 million satisfied by the issue of 37,671,826 New Ordinary Shares, save that in the event that Resolution 2 is passed, the total consideration payable for the Vendor Securities will be 10 New Ordinary Shares and the sum of GBP2.0 million which shall be paid in cash. Completion of the Acquisition will take place on Admission. Following Admission, the Group will be the sole shareholder of TIS.

As mentioned above, completion of the Acquisition on the non-cash basis will result in the issue of 37,671,826 New Ordinary Shares to the TIS Shareholders and VLN Holders, representing in aggregate approximately 9.2 per cent. of the Minimum Enlarged Issued Share Capital. If the Vendor Securities are purchased for cash, 10 New Ordinary Shares will be issued to the TIS Shareholders and the VLN Holders.

A detailed summary of the TIS Acquisition Agreement is set out in paragraph 6.2 of Part XIII.

Bonus Issue

If Resolution 2 is passed and the Acquisition is completed on a cash basis, the Board proposes that the New Ordinary Shares that would otherwise have been issued to the TIS Shareholders and the VLN Holders, totalling some 37,671,816 New Ordinary Shares, should be issued by way of a bonus issue to Promethean Shareholders on the register of members at the Bonus Issue Record Date on the basis of 0.83370262 New Ordinary Shares for every 1 Existing Ordinary Share held on such date.

In order to effect the Bonus Issue, Shareholders will be asked at the Extraordinary General Meeting to authorise the Directors to allot and issue the Bonus Shares conditional upon the Acquisition being completed on a cash basis.

Fractions of a New Ordinary Share will not be issued and fractional entitlements will be rounded down to the nearest whole Ordinary Share.

Management Incentive Arrangements

Katherine Spiteri and Robert Ezekiel will be offered shares of a new class designated "C Ordinary" GBP0.01 shares in TIS Holdings ("C Shares"), subject to HMRC's agreement on the value of these C Shares. The C Shares will be issued as "Employee Shareholder" shares. Katherine Spiteri will be offered 1,150 C Shares and Robert Ezekiel will be offered 225 C Shares.

The C Shares will have a right to vote and to receive any dividends declared on them but in addition in the event that the Proposed Transaction completes would enable the holder to require Promethean to purchase the C Shares for a fixed price payable in cash or in the form of Ordinary Shares of equivalent value in Promethean, as Promethean determines. The price payable for the C Shares held by Katherine Spiteri will be GBP1,150,000 and for those held by Robert Ezekiel will be GBP225,000 which may result in the issue on Admission of 8,234,598 and 1,611,117 Ordinary Shares respectively.

The C Shares will be issued as soon as HMRC has agreed the valuation of the C Shares. The employee will be responsible for any income or other tax, national or social insurance contributions or similar charges on that value.

Lock-ins and Orderly Market Arrangements

Each of Katherine Spiteri, Martin Nègre and Robert Ezekiel who in aggregate will hold a maximum of 9,937,400 Ordinary Shares on Admission (which represents approximately 1.1 per cent. of the Maximum Enlarged Issued Share Capital), on the assumption that the Management Incentive Shares are issued and Resolution 2 is passed and the Bonus Shares are issued, have agreed not to dispose of any interest in Ordinary Shares held by them or their associates (within the meaning of "related party" in the AIM Rules) at the date of Admission for a period of 12 months following Admission (subject to certain limited exceptions). Further details of these lock-in agreements are set out in paragraph 6.6 of Part XIII of the Prospectus.

Change of Company Name

To reflect the changes to the Company, its management and operations as a result of the Proposed Transaction, it is proposed that, conditional on Admission the Enlarged Group will change its name to Link & Prosper plc pursuant to resolution 7 to be proposed at the Extraordinary General Meeting.

Letters of Support

The Company has received letters from Promethean Shareholders representing, in aggregate, approximately 55.3 per cent. of the Existing Issued Share Capital in support of the Proposed Transaction.

Dividend Policy

Following completion of the Proposed Transaction, the Board of the Enlarged Group will only commence the payment of dividends as and when it is appropriate and practicable to do so. Any such dividends will be dependent on the availability of distributable reserves at both the holding company and operating company level.

Taxation

Your attention is drawn to the taxation section contained in Part XI of the Prospectus. If you are in any doubt as to your tax position, you should consult your own independent adviser immediately.

Corporate Governance

The Existing Directors and the Proposed Directors recognise the importance of sound corporate governance. The Company is not subject to the UK Corporate Governance Code. However, the Enlarged Group intends, following Admission, so far as is practicable and appropriate for a public company of its size, to follow the main recommendations on corporate governance for AIM companies as published by the Quoted Companies Alliance. The Company has adopted a code for share dealings by directors and employees which is appropriate for an AIM company and which complies with Rule 21 of the AIM Rules on "Restrictions on deals".

Following Admission, the Enlarged Group's audit committee ("Audit Committee") will comprise Neil Duggan, who will act as chairman, and Rupert Cottrell. The Audit Committee will review the interim and full year financial statements prior to their publication and receive and review reports from its external auditors and will determine the application of the financial reporting and internal control principles.

The Enlarged Group's remuneration committee ("Remuneration Committee") shall consist of Martin Nègre, who will act as chairman, and Rupert Cottrell. The Remuneration Committee will be responsible for determining the remuneration of the executive director(s) and establishing the criteria for the grant and exercise of any share options. No executive director will be able to participate in the discussion of his or her own remuneration.

The Enlarged Group's nomination committee ("Nomination Committee") will comprise Rupert Cottrell, who will act as chairman, and Neil Duggan. The Nomination Committee will be responsible for identifying, and nominating for board approval, candidates to fill board vacancies as they arise.

Substantial Shareholder and the Takeover Code

The Proposed Transaction gives rise to certain considerations under Rule 9 of the Takeover Code. The Company is incorporated in the Isle of Man and application will be made for the Enlarged Share Capital to be admitted to trading on AIM. Accordingly, the Takeover Code applies to Promethean plc.

Under Rule 9 of the Takeover Code, any person who acquires an interest in shares (as defined in the Takeover Code), whether by a series of transactions over a period of time or not, which (taken together with any interest in shares held or acquired by persons acting in concert with him) in aggregate, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, that person is normally required by the Panel to make a general offer to all of the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting rights, a general offer will normally be required if any further interests in shares are acquired by any such person.

When any person, together with persons acting in concert with him, is interested in shares which carry more than 50 per cent. of the voting rights of a company which is subject to the Takeover Code, that person, together with persons acting in concert with him, may acquire further interests in shares without incurring any obligation under Rule 9 to make a general offer to all shareholders in the company.

An offer under Rule 9 must be in cash or be accompanied by a cash alternative and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Under the Takeover Code, a concert party arises where persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control (as defined below) of a company or to frustrate the successful outcome of an offer for a company. Control means a holding, or aggregate holdings, of shares carrying 30 per cent. or more of the voting rights of the company, irrespective of whether the holding or holdings give de facto control.

PATF's largest shareholder is SEB Life International Assurance Co Ltd ( "SEB"), which trades as SEB Life International. SEB is a life assurance company incorporated and regulated in Ireland and is part of the Swedish based financial institution, SEB Group.

On Admission, SEB may hold up to 191,298,582 Ordinary Shares and, in which case, will be interested in up to approximately 61.0 per cent. of the Enlarged Share Capital which, without a waiver of the obligations under Rule 9, would oblige SEB to make a general offer to Shareholders under Rule 9 of the Takeover Code. Under Note 1 on the Notes on the Dispensations from Rule 9 of the Takeover Code, the Panel will normally waive the requirement for a general offer to be made in accordance with Rule 9 of the Code (a "Rule 9 Offer") if, inter alia, the shareholders of the company who are independent of the person who would otherwise be required to make an offer and any person acting in concert with him or her and do not have any interest in the proposed transaction which may compromise their independence (the "Independent Shareholders") pass an ordinary resolution on a poll at a general meeting (a "Whitewash Resolution") approving such a waiver. The Takeover Panel may waive the requirement for a Whitewash Resolution to be considered at a general meeting (and for a circular to be prepared in accordance with Section 4 of Appendix 1 to the Code) if Independent Shareholders holding more than 50 per cent. of the company's shares capable of being voted on such a resolution confirm in writing that they would vote in favour of the Whitewash Resolution were such a resolution to be put to the shareholders of the company at a general meeting. Independent Shareholders, holding more than 50 per cent. of the Company's Existing Ordinary Shares, have written to the Panel confirming that:

1. they are the beneficial owner of Ordinary Shares and have absolute discretion over the manner in which those shares are voted and that these shares are held free of all liens, pledges, charges and encumbrances;

2. there is no connection between them and SEB;

3. they do not have any interest or potential interest, whether commercial, financial or personal, in the outcome of the Acquisition;

4. they are an Independent Shareholder of the Company as defined above; and

5. in connection with the Proposed Transaction :

(a) they consent to the Panel granting a waiver from the possible obligation for SEB to make a Rule 9 offer to the shareholders of the Company;

(b) subject to Independent Shareholders of the Company holding more than 50 per cent. of the shares capable of being voted on a Whitewash Resolution to approve the waiver from the obligation for the offeror to make a Rule 9 offer giving confirmations in writing in a similar form, they consent to the Panel dispensing with the requirement that the waiver from such obligation be conditional on a Whitewash Resolution being approved by Independent

Shareholders of the Company at a general meeting; and

(c) they would vote in favour of a Whitewash Resolution to waive the possible obligation for SEB to make a Rule 9 offer were one to be put to the Independent Shareholders of the Company at a general meeting.

In giving the confirmations referred to above, each Independent Shareholder acknowledges:

1. that, if the Panel receives such confirmations from Independent Shareholders of the Company holding more than 50 per cent. of the shares capable of being voted on a Whitewash Resolution, the Panel will approve the waiver from the possible obligation for SEB to make a Rule 9 offer without the requirement for the waiver having to be approved by Independent Shareholders of the Company at a general meeting; and

2. that if no general meeting is held to approve the Whitewash Resolution to waive the possible obligation for SEB to make a Rule 9 offer:

(a) there will not be an opportunity for any other person to make any alternative proposal to the Company conditional on such Whitewash Resolution not being approved by Independent Shareholders of the Company; and

(b) there will be no requirement for the Company either (i) to obtain and make known to its shareholders competent independent advice under Rule 3 of the Takeover Code on the waiver of the possible obligation for SEB to make a Rule 9 offer, or (ii) to publish a circular to shareholders of the Company in compliance with Appendix 1 of the Takeover Code in connection with this matter.

Each Independent Shareholder has confirmed that they consider themselves to be a sophisticated investor in relation to equity investments and that they have had the opportunity to take independent financial advice before giving such confirmations.

Each Independent Shareholder has confirmed that they will not sell, transfer, pledge, charge, or grant any option or other right over, or create any encumbrance over, or otherwise dispose of their Ordinary Shares until at least 14 days after their confirmation.

Having obtained such written confirmation from the Independent Shareholders, the Panel has accordingly waived the requirement for a Whitewash Resolution.

Shareholders should note that, following Admission, SEB will not be entitled to increase its interests in the voting rights of the Company without incurring a further obligation under Rule 9 of the Takeover Code to make a general offer (unless dispensation from this requirement has been obtained from the Panel in advance) so long as it holds 30 per cent. and not more than 50 per cent. of the voting rights of the Company. Shareholders should also note that, following Admission, SEB may acquire further interests in the Company's shares without incurring any obligation under Rule 9 to make a general offer to all shareholders in the Company in the event it holds more than 50 per cent. of the voting rights of the Company.

General Meeting

If you are a Promethean Shareholder, enclosed with the Prospectus you will find a notice convening the Extraordinary General Meeting, which is to be held at Clinch's House, Lord Street, Douglas, Isle of Man IM99 1RZ at 10.00 a.m. on 27 May 2014, for the purpose of considering, and if thought fit, passing the Resolutions.

A summary of the resolutions is as follows:

Resolution 1

THAT, the Acquisition be approved and that the directors of the Company (or a duly authorised committee of the directors) be authorised to take all steps necessary to effect the Acquisition including, to make minor modifications, variations, amendments or revisions to the TIS Acquisition Agreement and to do or to procure to be done such other things in connection with the Acquisition as they consider to be in the best interests of the Company;

Resolution 2

THAT, conditional on the passing of Resolution 1, the Company acquire the Vendor Securities for GBP2 million cash pursuant to the TIS Acquisition Agreement and the directors of the Company (or a duly authorised committee of the directors) be authorised to take all steps necessary to effect the Acquisition including, to make minor modifications, variations, amendments or revisions to the TIS Acquisition Agreement and to do or to procure to be done such other things in connection with the Acquisition as they consider to be in the best interests of the Company;

Resolution 3

THAT, the Offer be approved and that the directors of the Company be authorised to take all steps necessary to effect the Offer including, to make minor modifications, variations, amendments or revisions to the PATF TEPS Agreement and to do or to procure to be done such other things in connection with the Offer as they consider to be in the best interests of the Company;

Resolution 4

THAT, the shares available for issue in the Company be increased to GBP13,000,000 divided into 1,300,000,000 Ordinary Shares of GBP0.01 par value each;

Resolution 5

THAT, conditional on the passing of Resolution 2 and the Acquisition being completed by the payment of GBP2 million in cash, the directors of the Company be authorised to effect the Bonus Issue;

Resolution 6

THAT, subject to and conditional upon the Acquisition being completed, the Articles be amended by the deletion of Article 165;

Resolution 7

THAT, with effect from the date of Admission the Company's name be changed to Link & Prosper plc.

Conditional Return of Capital

Conditional on Admission the Company will make a capital repayment to Promethean Shareholders as follows:

-- The Company will make a capital repayment of 5.16 pence per Existing Ordinary Share in the event that Promethean Shareholders reject Resolution 2.

-- The Company will make a capital repayment of 0.74 pence per Existing Ordinary Share in the event that Promethean Shareholders vote in favour of Resolution 2 as a result of there being less cash available. Shareholders will however benefit from the issue of the Bonus Shares as referred to in paragraph 10 above.

The distribution will be paid in cash to Promethean Shareholders of record at 5.00 p.m. on 17 June 2014 (or such other time and/or date as the Board may determine) and it is expected that the distribution will be paid within 14 days of the date of Admission. For the avoidance of doubt, the Conditional Return of Capital is conditional upon Admission and only applies to Existing Ordinary Shares and not to the Bonus Shares.

Should the Proposed Transaction not proceed the Board intends in due course to put the option to Promethean Shareholders of delisting the Company and will consult with Promethean Shareholders in relation to alternative courses of action.

Admission and CREST Settlement

As the Proposed Transaction constitutes a reverse takeover under the AIM Rules for Companies, Promethean Shareholder consent to the Proposed Transaction is required at the Extraordinary General Meeting. Following the Offer being declared unconditional (save for Admission), including if Resolutions 1, 3, 4 and 5 are passed at the Extraordinary General Meeting, the admission of the Company's shares to trading on AIM will be cancelled (immediately prior to Admission) and the Enlarged Issued Share Capital will be admitted to trading on AIM.

Application will be made to the London Stock Exchange for the Enlarged Issued Share Capital to be admitted to trading on AIM. Admission is expected to take place at 8.00 a.m. on 18 June 2014.

CREST is a paperless settlement procedure enabling securities to be evidenced otherwise that by a certificate and transferred otherwise than by a written instrument in accordance with the requirements of CREST. The Articles permit the holding and transfer of Ordinary Shares to be evidenced in uncertificated form in accordance with the requirements of CREST. The New Ordinary Shares are eligible for CREST settlement.

Application has been made for the issued Ordinary Shares to be eligible for admission to CREST with effect from Admission. Accordingly, following Admission, settlement of transactions in New Ordinary Shares may take place within the CREST system if the relevant Shareholder so wishes.

CREST is a voluntary system and Shareholders who wish to receive and retain share certificates will be able to do so.

The Enlarged Issued Ordinary Shares will trade under the TIDM LPR, with ISIN GB00B08H5G38.

Risk Factors

Your attention is drawn to the Risk Factors set out on pages 23 to 30 and to the information contained in Parts I to XIII of the Prospectus.

Recommendation

The Existing Directors unanimously recommend that Promethean Shareholders vote in favour of Resolutions 1, 3, 4, 5, 6 and 7 necessary to approve and implement the Proposed Transaction as we intend to do in respect of our own beneficial holdings which in aggregate totals 600,000 Existing Ordinary Shares, representing approximately 1.3 per cent. of the Existing Ordinary Shares. The Existing Directors make no recommendation with respect to Resolution 2.

This information is provided by RNS

The company news service from the London Stock Exchange

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