Circular for DCAC Shareholders and holders of DCAC Warrants relating to the proposed Business Combination with Global InterConnection Group SA and certain proposed resolutions relating to the Business Combination

Global InterConnection

20/04/2023 01:40

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JURISDICTION.

Disruptive Capital Acquisition Company Limited

(a non-cellular company limited by shares incorporated in Guernsey under the
Companies (Guernsey) Law, 2008, as amended, with registered number 69150)

Circular for DCAC Shareholders and holders of DCAC Warrants relating to the
proposed Business Combination with Global InterConnection Group SA and certain
proposed resolutions relating to the Business Combination

including

Notice of (i) an extraordinary general meeting of DCAC Shareholders (the
"EGM"), (ii) a class meeting of the DCAC Ordinary Shareholders (the "DCAC
Ordinary Shareholder Class Meeting"), (iii) a class meeting of the DCAC
Sponsor Shareholders (the "DCAC Sponsor Shareholder Class Meeting") and (iv) a
meeting of the holders of DCAC Warrants (the "DCAC Warrant Holder Meeting")

This document is a circular (the "Circular") relating to the business
combination agreement that Disruptive Capital Acquisition Company Limited (the
"Company" or "DCAC", or after Completion (as defined below), "GIG") has
entered into with Global InterConnection Group SA ("GIG Target" and together
with its subsidiaries, the "GIG Target Group") and the Selling Shareholders
(as defined below) (the "Business Combination Agreement"), pursuant to which
the Company will acquire 100% of the issued and outstanding share capital of
GIG Target (the "Business Combination") for the consideration of: (i) the
issue and/or transfer from treasury of 14,394,235 ordinary shares in the
capital of DCAC ("DCAC Ordinary Shares"), at a valuation of £20.00 per DCAC
Ordinary Share and with an aggregate value of £287,884,698; and
(ii) the Refundable Advance of SwFr 900,000.

In determining the consideration payable by the Company for the GIG Target
Group the liabilities of the GIG Target Group have been taken into account,
being principally 2028 Index Linked Sustainable GreenBonds with an aggregate
value of £33,604,092 issued by GIG Target's subsidiary Advanced Cables
Limited ("Advanced Cables") (12530035 and Registered Address: Vestry House,
Laurence Pountney Hill, London, United Kingdom, EC4R 0EH) and guaranteed by
GIG Target (the "2028 GreenBonds") and 2056 Index Linked Sustainable
GreenBonds with an aggregate value of £2,767,395 issued by GIG Target's
subsidiary ASC Energy Limited ("Atlantic SuperConnection") (Company
Registration Number: 12838608 and Registered Address: Vestry House, Laurence
Pountney Hill, London, United Kingdom, EC4R 0EH) and guaranteed by GIG Target
("2056 GreenBonds" and together with the 2028 GreenBonds, the "GreenBonds").

Upon completion of the Business Combination (the "Completion"), the Company
will be renamed Global InterConnection Group Limited.

On or around the date on which completion will occur (the "Completion Date"),
the Company will make a special in specie distribution in the value of £5.00
per DCAC Ordinary Share in the form of 2056 GreenBonds to holders of DCAC
Ordinary Shares (the "DCAC Ordinary Shareholders") on the Special Distribution
Record Date (as defined below) satisfying the board of DCAC (the "DCAC Board")
of their valid ownership of DCAC Ordinary Shares on the Special Distribution
Record Date (the "Special Distribution").

Upon adoption of the new Warrant T&Cs (the "New Warrant T&Cs"), holders of
DCAC Public Warrants (the "DCAC Public Warrant Holders") will have the
opportunity to exercise their DCAC Public Warrants against payment of the
exercise price of £11.50. In exchange for each whole DCAC Public Warrant so
validly exercised, a DCAC Public Warrant Holder will receive one DCAC Ordinary
Share on or about the Completion Date. Subsequently, such DCAC Ordinary Shares
will also be eligible for the Special Distribution. Accordingly, for each
whole DCAC Public Warrant so validly exercised, a DCAC Public Warrant Holder
is expected to receive one DCAC Ordinary Share at a valuation of £20.00 and
£5.00 of 2056 GreenBonds pursuant to the Special Distribution in specie (the
"Warrant Cash Exercise Operation").

On or around the Completion Date, the Company intends to redeem all then
outstanding DCAC Public Warrants (if any post-Warrant Cash Exercise
Operation), such redemptions to be settled in specie by way of delivering DCAC
Ordinary Shares to the relevant holders of DCAC Public Warrants. As of the
date of this Circular, the Company expects to exchange each DCAC Public
Warrant for 0.361 of a DCAC Ordinary Share, the cumulative number of DCAC
Ordinary Shares to be rounded downwards to the nearest whole number of DCAC
Ordinary Shares.

Furthermore, in connection with the Business Combination, the Company or its
subsidiaries intends to offer DCAC Ordinary Shares for an issue price of
£20.00 and a total amount of up to £90 million (the "Placement Shares"), as
well as 2028 GreenBonds and 2056 GreenBonds, to certain Eligible Investors (as
defined below) in the EEA, UK and Switzerland.

This Circular should be read as a whole. Your attention is drawn to (i) the
notices of the EGM, the DCAC Ordinary Shareholder Class Meeting, the DCAC
Sponsor Shareholder Class Meeting and the Warrant Holder Meeting set out in
sections 3 to 6 respectively of this Circular, (ii) the letter from the
Chairman of the DCAC Board which is set out in section 2 of this Circular,
which recommends that you vote in favour of the resolutions to be proposed at
the EGM, the DCAC Ordinary Shareholder Class Meeting, the DCAC Sponsor
Shareholder Class Meeting and the Warrant Holder Meeting and (iii) the section
entitled "Action to be taken" set out in section 3 to 6 of this Circular.

This Circular is not a prospectus for the purposes of Regulation (EU) No.
2017/1129 of the European Parliament and of the Council of 14 June 2017, as
amended, and thus has not been approved by, or filed with, the Netherlands
Authority for the Financial Markets (Stichting Autoriteit Financiële Markten)
(the "AFM"). This Circular does not constitute or form part of any offer or
invitation to purchase, otherwise acquire or subscribe for, or any
solicitation of any offer to purchase, otherwise acquire or subscribe for, any
security by anyone in any jurisdiction.

This Circular is important and requires your immediate attention. It contains
proposals relating to the Company on which you are being asked to vote. If you
are in any doubt about the contents of this document or the action you should
take, you are recommended to take your own independent financial and other
advice from your own stockbroker, solicitor, bank manager, accountant or other
independent financial adviser.

Timing

The EGM will be held at 10:00 BST on 10 May 2023 at First Floor, 10 Lefebvre
Street, St Peter Port, Guernsey GY1 2PE.

The DCAC Ordinary Shareholder Class Meeting will be held at 10:15 BST on 10
May 2023 2023 at First Floor, 10 Lefebvre Street, St Peter Port, Guernsey GY1
2PE.

The DCAC Sponsor Shareholder Class Meeting will be held at 10:30 BST on 10 May
2023 at First Floor, 10 Lefebvre Street, St Peter Port, Guernsey GY1 2PE.

The DCAC Warrant Holder Meeting will be held at 10:45 BST on 10 May 2023 at
First Floor, 10 Lefebvre Street, St Peter Port, Guernsey GY1 2PE.

Notices of the EGM, the DCAC Ordinary Shareholder Class Meeting, the DCAC
Sponsor Shareholder Class Meeting and the DCAC Warrant Holder Meeting are set
out in sections 3 to 6 of this Circular.

Voting

DCAC Shareholders will find the white Form of Proxy enclosed with this
Circular. DCAC Shareholders are asked to complete, sign and return the white
Form of Proxy in respect of the EGM in accordance with the instructions
printed thereon. The white Form of Proxy must be received by 10:00 BST on 8
May 2023, being no later than 48 hours before the time appointed for the EGM
or an adjourned EGM.

DCAC Ordinary Shareholders will find the green Form of Proxy enclosed with
this Circular. DCAC Ordinary Shareholders are asked to complete, sign and
return the green Form of Proxy in respect of the DCAC Ordinary Shareholder
Class Meeting in accordance with the instructions printed thereon. The green
Form of Proxy must be received by 10:15 BST on 8 May 2023, being no later than
48 hours before the time appointed for the DCAC Ordinary Shareholder Class
Meeting or an adjourned DCAC Ordinary Shareholder Class Meeting.

DCAC Sponsor Shareholders will find the yellow Form of Proxy enclosed with
this Circular. DCAC Sponsor Shareholders are asked to complete, sign and
return the yellow Form of Proxy in respect of the DCAC Sponsor Shareholder
Class Meeting in accordance with the instructions printed thereon. The yellow
Form of Proxy must be received by 10:30 BST on 8 May 2023, being no later than
48 hours

before the time appointed for the DCAC Sponsor Shareholder Class Meeting or an
adjourned DCAC Sponsor Shareholder Class Meeting.

DCAC Warrant Holders will find the blue Form of Proxy enclosed with this
Circular. DCAC Warrant Holders are asked to complete, sign and return the blue
Form of Proxy in respect of the DCAC Warrant Holder Meeting in accordance with
the instructions printed thereon. The blue Form of Proxy must be received by
10:45 BST on 8 May 2023, being no later than 48 hours before the time
appointed for the DCAC Warrant Holder Meeting or an adjourned DCAC Warrant
Holder Meeting.

This Circular is published electronically and in English only.

This Circular is dated 19 April 2023

TABLE OF CONTENTS
1. EXPECTED TIMETABLE OF PRINCIPAL EVENTS        5
2. LETTER FROM THE CHAIRMAN TO DCAC SHAREHOLDERS AND DCAC WARRANT
HOLDERS        7
3. NOTICE OF EXTRAORDINARY GENERAL MEETING        14
4. NOTICE OF DCAC ORDINARY SHAREHOLDER CLASS MEETING        19
5. NOTICE OF DCAC SPONSOR SHAREHOLDER CLASS MEETING        21
6. NOTICE OF DCAC WARRANT HOLDER MEETING        23
7. BACKGROUND TO, AND RATIONALE FOR, THE BUSINESS
COMBINATION        25
8. BUSINESS COMBINATION        36
9. CORPORATE GOVERNANCE        46  1. RISK FACTORS        55
2. THE GIG TARGET GROUP'S BUSINESS        81
3. CURRENT SHAREHOLDING STRUCTURE OF GIG TARGET        93
4. FINANCIAL INFORMATION OF GIG TARGET        95
5. OTHER IMPORTANT INFORMATION        107
6. DEFINED TERMS        110

  1. EXPECTED TIMETABLE OF PRINCIPAL EVENTS


  
  Event           Expected Date          (Time)
Notice of EGM, DCAC Ordinary Shareholder Class Meeting, DCAC Sponsor
Shareholder Class Meeting and DCAC Warrant Holder Meeting      19 April
2023

Deadline for submission of white EGM Proxy Form    8 May 2023 (10:00 BST)

Deadline for submission of green DCAC Ordinary Shareholder Class Meeting Proxy
Form   8 May 2023 (10:15 BST)

Deadline for submission of yellow DCAC Sponsor Shareholder Class Meeting Proxy
Form    8 May 2023 (10:30 BST)

Deadline for submission of blue DCAC Warrant Holder Proxy Form    8 May 2023
(10:45 BST)

EGM Record Date      9 May 2023 (18:00 BST)

DCAC Warrant Holder Meeting Record Date        9 May 2023 (18:00 BST)

DCAC Ordinary Shareholder Class Meeting Record Date        9 May 2023
(18:00 BST)

DCAC Sponsor Shareholder Class Meeting Record Date        9 May 2023
(18:00 BST)

EGM        10 May 2023 (10:00 BST)

DCAC Ordinary Shareholder Class Meeting        10 May 2023 (10:15 BST)

DCAC Sponsor Shareholder Class Meeting        10 May 2023 (10:30 BST)

DCAC Warrant Holder Meeting        10 May 2023 (10:45 BST)

Publication of results of EGM, Warrant Holder Meeting, DCAC Ordinary
Shareholder Class Meeting and DCAC Sponsor Shareholder Class Meeting    10
May 2023

Publication of press release in respect of DCAC Warrant exercise and
redemption, including Redemption Notice Publication of offer circular in
respect of Offer of GIG Shares and GreenBonds to Eligible Investors, and start
of offer period (provisional)     11 May 2023

Last day of trading in Public Warrants on Euronext Amsterdam, end of DCAC
Warrant redemption notice period and final day of exercise of Public
Warrants    26 May 2023

Public Warrants delisted from Euronext Amsterdam        29 May 2023

Mandatory DCAC Warrant redemption Record Date        30 May 2023

Settlement of DCAC Warrants that are voluntarily exercised by issue of new
DCAC Ordinary Shares     30 May 2023

Record Date for Special Distribution of Greenbonds        31 May 2023
(17:40 CEST)

Listing of GreenBonds        1 June 2023

Settlement of mandatory DCAC Warrant redemption by issue of new DCAC Ordinary
Shares        1 June 2023

Admission of DCAC Ordinary Shares issued in exchange for Warrants on Euronext
Amsterdam        1 June 2023

End of offer period in respect of Offer of GIG Shares and GreenBonds to
Eligible Investors        1 June 2023

Announcement of (i) results of Offer, (ii) anticipated Business Combination
Completion and (iii) first day of listing under the new name    2 June 2023
(8:00 CEST)

Settlement of Special Distribution of GreenBonds        2 June 2023

Completion of Business Combination:   6 Jue 2023
    1)   issue of new DCAC Ordinary Shares and/or transfer of DCAC
Ordinary Shares held in treasury to GIG Target Shareholders
    2)   transfer of GIG Target Shares to GIG
    3)   conversion and buy back of DCAC Sponsor Shares         
           

Completion of Offer of GIG Shares and GreenBonds to Eligible
Investors        6 June 2023

Admission of newly issued GIG Shares from Completion of Business Combination
and Offer on Euronext Amsterdam  6 June 2023

Start of trading under the new name "Global Interconnection Group
Limited"        6 June 2023 (9:00 CEST)

The dates and times given are based on DCAC's current expectations and may be
subject to change. Any revised dates and/or times will be notified to the
shareholders of DCAC ( the "DCAC Shareholders") and the warrant holders of
DCAC (the "DCAC Warrant Holders"), by way of a press release published on
DCAC's website (www.disruptivecapitalac.com). The information included on
DCAC's website does not form part of this Circular, unless specifically stated
in "Other Important Information – Available Information".

2.      LETTER FROM THE CHAIRMAN TO DCAC SHAREHOLDERS AND DCAC WARRANT
HOLDERS


Dear DCAC Shareholder, and DCAC Warrant Holder

On behalf of DCAC, we are pleased to invite you to the EGM which is to be held
at 10:00 BST on 10 May 2023 at First Floor, 10 Lefebvre Street, St Peter Port,
Guernsey GY1 2PE, to the DCAC Ordinary Shareholder Class Meeting to be held at
10:15 BST on 10 May 2023 at First Floor, 10 Lefebvre Street, St Peter Port,
Guernsey GY1 2PE, to the DCAC Sponsor Shareholder Class Meeting to be held at
10:30 BST on 10 May 2023 at First Floor, 10 Lefebvre Street, St Peter Port,
Guernsey GY1 2PE and to the DCAC Warrant Holder Meeting which is to be held at
10:45 BST on 10 May 2023 at First Floor, 10 Lefebvre Street, St Peter Port,
Guernsey GY1 2PE respectively and to provide you with this Circular.
The EGM, the DCAC Ordinary Shareholder Class Meeting and the DCAC Sponsor
Shareholder Class Meeting will be considered meetings of the holders of a
particular class or classes of shares of DCAC for approval of the proposed
resolutions by such holders of a particular class or classes of shares of DCAC
(to the extent required) as described under "Notice of Extraordinary General
Meeting", "Notice of DCAC Ordinary Shareholder Class Meeting" and "Notice of
DCAC Sponsor Shareholder Class Meeting", respectively. In addition, the DCAC
Warrant Holder Meeting will be considered a meeting of DCAC Warrant Holders
for approval of the proposed resolutions by such DCAC Warrant Holders (to the
extent required) as described under "Notice of Warrant Holder Meeting".

Proposed Business Combination

As announced on 20 February 2023 and as updated to the market on 13 March
2023, DCAC proposes to enter into a business combination with GIG Target. The
proposed Business Combination will result in DCAC acquiring 100% of the issued
and outstanding share capital of GIG Target for the consideration of: (i) the
issue and/or transfer from treasury of 14,394,235 DCAC Ordinary Shares, at a
valuation of £20.00 per DCAC Ordinary Share and with an aggregate value of
£324,256,185; and (ii) the Refundable Advance of SwFr 900,000. In determining
the consideration payable by the Company for the GIG Target Group the
liabilities of the GIG Target Group have been taken into account, being
principally 2028 GreenBonds with an aggregate value of £287,884,698 and 2056
GreenBonds with an aggregate value of £2,767,395.
Upon Completion, the Company will be renamed to Global InterConnection Group
Limited.

Global InterConnection Group Business

GIG Target is a platform for the manufacturing, development, operation, and
ownership of interconnectors and other power transmission projects, with three
interlocking divisions: (i) High Voltage Direct Current ("HVDC") cable
manufacturing to supply grid upgrades and interconnectors, (ii) interconnector
assets, and (iii) ancillary services, such as design, planning and operational
management for grids and interconnectors. Interconnectors are power cables
connecting different countries' electricity grids, as a means of improving
grid efficiency and expediting the transmission of energy internationally from
where it is generated to where it is needed. As the world transitions to a
NetZero future, and with recent stark reminders of the importance of energy
security, interconnectors are recognised as a central component to countries'
energy strategies because interconnected grids are more efficient and able to
respond to market stress.
The nucleus of this platform is GIG Target's existing holdings in Advanced
Cables and Atlantic SuperConnection, which will be supported by a design,
planning and operations division (to be named "GIG Services") as set out
herein. Advanced Cables is developing a 1,500+ km/year capacity HVDC cable
manufacturing facility in the North East of England; an aluminium stranding
factory in Iceland, along with a testing and research centre; while Atlantic
SuperConnection is developing a 1.8GW interconnector between Iceland and the
UK.
The DCAC Board considered a number of factors pertaining to the Business
Combination as generally supporting its decision to enter into the Business
Combination Agreement and the transactions contemplated thereby, including but
not limited to, the following material factors:
* the Business Combination will give DCAC a platform to build a renewable
energy group comprising HVDC cable manufacturing, interconnectors, and
ancillary services. The DCAC Board considers that these markets support and
benefit from the global tailwinds of energy security and decarbonisation
initiatives;
* the timely supply of HVDC cable is crucial to many interconnector, offshore
wind and grid upgrade projects, and that the long-term shortage of HVDC cable
represents a hurdle to the energy transition and an attractive opportunity for
DCAC to invest in the development of new HVDC cable manufacturing capacity via
the Business Combination;
* there is a severe shortage of HVDC cable manufacturing capacity, with
forecast annual demand of 18,000 km by 2030 and current manufacturing capacity
of only some 5,000 km across Sea Grade-qualifying manufacturers. As of the
date of this Circular, several
major HVDC manufacturers report multi-year, multi-£billion order backlogs,
and the capacity expansions announced and planned fall far short of addressing
the supply-demand imbalance;
* the Advanced Cable division has been offered an option on a 65 acre site in
Teesside, with immediate access to a deep water ports for most efficient
transportation and export;
* the Teesside Freeport offers valuable incentives, imports and export duty
exemptions, enhanced capital allowances, reduced social charges on the
employment of the excellent pool of skilled labour in the vicinity, and fast
track planning processes;
   * interconnectors are growing in number and importance, are widely regarded
as a key component of decarbonisation and energy security, and directly
benefit from higher power prices. The Business Combination offers DCAC the
opportunity to enjoy long-term cash flows from operating interconnectors and
capital appreciation from interconnector development projects;
* the proliferation of interconnectors and grid upgrades also represents an
opportunity for the provision of design, planning and operational services to
such projects;  * the combination of HVDC cable manufacturing, interconnector
ownership, and services offers scope for cross-selling and vertical
integration;
* GIG Target executive management, directors and advisers have extensive
experience across the GIG Target Group's current and expected future business
activities, and so are well-placed to drive the businesses success in these
areas. Highly experienced independent experts have agreed to being appointed
to the board of GIG (the "GIG Board") and to join as advisers;
* GIG Target has two existing divisions: 100% of Advanced Cables, and 99.08%
of the Atlantic SuperConnection interconnector project, that represent a
strong foundation for its strategy. A third division, GIG Services, will be
formed shortly after Completion;
* the controlling interest in Advanced Cables will give GIG Target an
immediate route to addressing and exploiting the shortage of HVDC cable
manufacturing and supply. Once the Advanced Cables UK factory is commissioned,
this will enable GIG Target to provide expedited supply to Atlantic
SuperConnection and such other interconnector projects as it may acquire.
Moreover, the possession of scarce HDVC cable manufacturing capacity is likely
to give GIG Target an advantage when originating and negotiating
interconnector investment opportunities;
* the controlling interest in Atlantic SuperConnection offers DCAC a unique
entry point into the interconnector industry. Most interconnectors are two-way
and link two energy networks with fluctuating supply and demand. As such the
directional flow of energy via the interconnector, and the revenue it
generates therefrom, depends on the relative energy surplus or shortage of the
two countries at any time. In contrast, Atlantic SuperConnection will connect
Iceland – with an abundant, economical and dependable energy supply – with
the United Kingdom ("UK"), a grid facing severe supply shortages and price
fluctuations, in need of zero carbon baseload and dispatchable power to fill
the role historically played by hydrocarbons. In connecting two energy markets
with highly asymmetrical supply-demand dynamics, Atlantic SuperConnection
expects energy transmission to be predominantly one way from Iceland to the
UK, and so generate more predictable revenues underpinned by long-term power
purchase agreements ("PPAs"). Furthermore, the development and construction of
this project supported by Advanced Cables – supplying HVDC cable to
accelerate the time to market
- and GIG Services' expertise is expected to serve as a significant
demonstration to the interconnector market of GIG Target's integrated
capabilities.
* the Business Combination will give GIG Target access to capital markets in
order to:  * fund the build out of Advanced Cables;
* advance the construction of Atlantic SuperConnection; and
  
   * buy, build out and develop further cable manufacturing; a wider portfolio
of interconnectors; and enhanced ancillary services, both organically and by
acquisition.
The DCAC Board believes that the Business Combination will provide for a
strong complementary partnership that will support future value creation. The
board of GIG Target (the "GIG Target Board") believes that the Business
Combination will diversify the current shareholder base of the GIG Target
which will provide for a strong foundation for executing the GIG Target
Group's strategy and potentially leveraging DCAC's and other shareholders'
background, network and know-how to further grow its business. The intended
Business Combination will further create diversification in the ownership
structure and raise the public profile of the GIG Target Group. The Business
Combination is expected to provide the GIG Target Group with increased
financial flexibility to invest in a buy-build-transform strategy for the
Advanced Cables, Atlantic SuperConnection and GIG Services (as defined below)
divisions and so to pursue complementary acquisitions. See also "Background
to, and rationale for, the Business Combination".
After the Business Combination, the DCAC Board anticipates gross cash holding
of up to £130 million, dependent on the outcome of the Offer to Eligible
Investors. This would imply a gross capitalisation of the GIG Target Group of
approximately £550 million, with (i) GreenBonds in issue with an aggregate
value of £97 million, and (ii) DCAC Ordinary Shares giving a market
capitalisation of £457 million at £20.00 per DCAC Ordinary Share; and (iii)
a free float estimated at approximately 37.9% after Completion and assuming
full subscription of the Offer to Eligible Investors.
DCAC and the GIG Target Group are affiliated structures. The Truell
Conservation Foundation, a UK Charity, is a significant direct and indirect
shareholder in both DCAC and GIG Target. Founded by Edmund Truell and his late
brother, Daniel Truell, former CIO of the Wellcome Trust, this charitable
endowment aims to 'make money for charity by being good investors'. The
Positive Impact ambition of GIG Target is to make a very significant
contribution to the fight against climate change, potentially saving millions
of tonnes of CO2 emissions from the reduction in electricity transmission
losses, as well as by bringing zero-carbon power to where it is most needed.
Moreover, Advanced Cables and Atlantic SuperConnection are expected to deliver
substantial economic benefits to both Iceland and the UK, as detailed below.
The GIG Target Group is majority owned by Truell Intergenerational Family
Limited Partnership Incorporated, which is an entity affiliated with the DCAC
Sponsor (as defined below). There is overlap in the ownership of DCAC and the
GIG Target Group (which is affiliated to the DCAC Sponsor) and certain
directors of DCAC are also directors of other entities involved in the
Business Combination (including as approving shareholders of DCAC and/or GIG
Target Group). In addition directors of DCAC and GIG Target Group have
interests in both the DCAC and GIG Target Group structures, as well as those
of shareholders in DCAC and the GIG Target Group, and as the holders directly
or indirectly of DCAC Ordinary Shares, DCAC Sponsor Shares, DCAC Warrants
and/or shares in the GIG Target Group (or related interests) may benefit
differently and to a greater extent than those persons who do not have the
same or similar holdings. Matthew Truell is the son of Edmund Truell. Edmund
Truell and Cédriane de Boucaud Truell (a director of the GIG Target) are
married. For further information regarding conflicts of interest or potential
conflicts of interest and measures being taken in connection therewith, see
also "Background to, and rationale for, the Business Combination – Conflicts
of interest disclosure", "Business Combination" and "Corporate Governance –
Conflicts of interest".
After careful consideration, the DCAC Board unanimously considers that the
terms and conditions of the Business Combination Agreement and the
transactions contemplated thereby, including the Business Combination, are in
the best interests of DCAC, the DCAC Shareholders and the DCAC Warrant
Holders), for the reasons set out under "Background to, and rationale for, the
Business Combination – DCAC's rationale for the Business Combination". The
DCAC Board unanimously recommends the Business Combination Agreement and the
Business Combination to you. As the approval of the various resolutions
pursuant to the EGM, the DCAC Ordinary Shareholder Class Meeting, the DCAC
Sponsor Shareholder Class Meeting and the DCAC Warrant Holder Meeting are
required to successfully complete the Business Combination, the DCAC Board
unanimously recommends that you vote in favour of the Business Combination,
the transactions contemplated by the Business Combination Agreement and each
of the resolutions proposed at the EGM, the DCAC Ordinary Shareholder Class
Meeting, the DCAC Sponsor Shareholder Class Meeting and the DCAC Warrant
Holder Meeting.

Issue of Shares in connection with the Business Combination

The acquisition by the Company of GIG Target is the acquisition of a target or
business that is affiliated with the a holder of DCAC Sponsor Shares or the
directors of DCAC.
Accordingly, the articles of DCAC (the "Articles") (article 34) require that
the non-affiliated directors of the Company will, prior to convening the EGM
approving the Business Combination, either:
        (a)   obtain an opinion from an independent investment
banking firm or another independent valuation or appraisal firm that regularly
provides renders opinions on the type of target company or business that is
subject to the Business Combination that the Business Combination is fair to
the Company from a financial point of view; and/or

              (b)   procure that persons that are not
affiliated to, managed by or advised by a holder of DCAC Sponsor Shares or any
Insider (or any (i) affiliate, subsidiary or holding company of a holder of
DCAC Sponsor Shares or any Insider or (ii) person controlled by a holder of
DCAC Sponsor Shares or any Insider or (iii) any subsidiary or holding company
or vehicle of a holder of DCAC Sponsor Shares or any Insider) subscribe for
new shares or interests (i) in the target or business the subject of a
Business Combination at the same time and price and on the same terms as the
Company or (ii) in the Company at the same time and price and on the same
terms the Company


is proposing to issue such shares or interests to the vendors of and/or
persons connected to the target or business the subject of a Business
Combination.
The Company has accordingly procured subscriptions for DCAC Ordinary Shares
from persons that are not affiliated to, nor have funds managed by or advised
by a holder of DCAC Sponsor Shares or any Insider (or any (i) affiliate,
subsidiary or holding company of a holder of DCAC Sponsor Shares or any
Insider or (ii) person controlled by a holder of DCAC Sponsor Shares or any
Insider or (iii) any subsidiary or holding company or vehicle of a holder of
DCAC Sponsor Shares or any Insider) to be issued at the same time and price
and on the same terms the Company is proposing to issue such shares or
interests to the vendors of and/or persons connected to the target or business
the subject of a Business Combination, save that such DCAC Ordinary Shares
will be issued for cash consideration rather than the transfer of shares in
GIG Target (the "Non-Affiliate Issue"). The Non-Affiliate Issue is subject to
Completion and will occur at Completion.

Exclusion of pre-emption rights

The Articles at article 7.2 contain pre-emption provisions in respect of the
issue of or transfer from treasury of DCAC Ordinary or DCAC Sponsor Shares
(excluding the issue of shares pursuant to the exercise of a DCAC Warrant).
It is proposed to replace the Articles with the Amended Articles (as defined
below) prior to the Business Combination and the issue of any shares in DCAC
or the transfer of any shares in DCAC from treasury (see also: "Notice of
Extraordinary General Meeting – Approval of the Amended Articles", "Notice
of Extraordinary General Meeting – Approval of the Amended Articles and
Amended Sponsor Promote (Resolution 2)", "Notice of DCAC Ordinary Shareholder
Class Meeting – Approval of the Amended Articles; Amended Sponsor Promote;
Variation", "Notice of DCAC Ordinary Shareholder Class Meeting – Approval of
the Amended Articles and Amended Sponsor Promote", "Notice of DCAC Sponsor
Shareholder Class Meeting – Approval of the Amended Articles; Amended
Sponsor Promote; Variation", "Notice of DCAC Sponsor Shareholder Class Meeting
– Approval of the Amended Articles and Amended Sponsor Promote" and
"Business Combination – Amended Articles"). The Amended Articles will
contain pre-emption provisions and will include provision for the DCAC
Shareholders to grant the directors of DCAC authority, pursuant to an ordinary
resolution of the Company, the power to generally or specifically to issue
shares in DCAC or transfer shares in DCAC from treasury such that the
pre-emption provisions shall not apply.
In order to facilitate the completion of the Business Combination, an ordinary
resolution of DCAC will be proposed at the EGM to disapply the pre-emption
provisions in the Amended Articles in respect of the issue or transfer of DCAC
Ordinary Shares in connection with the Business Combination, the Non-Affiliate
Issue, the Warrant Exercise, the redemption of Warrants described in this
Circular, the Amended Sponsor Promote (as defined below), the Offer to
Eligible Investors, as well as the issue or transfer of DCAC Ordinary Shares
in connection with or related to any of the transactions described in this
Circular.
In addition, an ordinary resolution of DCAC will be proposed at the EGM to
give the Company the authority to issue, sell or transfer from treasury, or
grant rights to subscribe for, any DCAC Ordinary Share, in each case without
the application of the pre-emption provisions of the Amended Articles and
excluding and limiting any pre-emptive rights relating thereto:
  (a)    up to a maximum (by number of DCAC Ordinary Shares) of (i) 10%
of the issued DCAC Ordinary Shares, at the time of issue, sale or transfer
from treasury, or at the time of granting rights to subscribe for DCAC
Ordinary Shares, plus (ii) an additional 10% of the issued DCAC Ordinary
Shares, at the time of issue, sale or transfer from treasury, or at the time
of granting rights to subscribe for DCAC Ordinary Shares, if the issuance or
the granting of the rights to subscribe for DCAC Ordinary Shares takes place
in view of a merger or an acquisition; and
  (b)    with such authority to expire on the earlier of the conclusion
of the annual general meeting of the Company to be held in 2024 and the day 18
months following the EGM, being 10 November 2024.

Special Distribution to DCAC Ordinary Shareholders

On or about the Completion Date, DCAC will make a special in-specie
distribution in the value of £5.00 per DCAC Ordinary Share in the form of
2056 GreenBonds to DCAC Ordinary Shareholders satisfying the DCAC Board of
their valid ownership of DCAC Ordinary Shares on the Special Distribution
Record Date.

Exercise of DCAC Public Warrants on preferential terms and redemption of DCAC
Public Warrants

As of the date of this Circular, there are 4,190,000 DCAC Public Warrants and
156,250 DCAC Sponsor Warrants outstanding. Upon adoption of the New Warrant
T&Cs, holders of DCAC Public Warrants will have the opportunity to exercise
their DCAC Public Warrants against payment in cash of £11.50 (the "Warrant
Exercise"). In exchange for each whole DCAC Public Warrant so validly
exercised, a DCAC Public Warrant Holder will receive one DCAC Ordinary Share
on or about the Completion Date. Subsequently, such DCAC Ordinary Shares will
also be eligible for the Special Distribution. Accordingly, for each whole
DCAC Public Warrant so validly exercised a DCAC Public Warrant Holder is
expected to receive one DCAC Ordinary Share at a valuation of £20.00 and 2056
GreenBonds in settlement of that DCAC Ordinary Share's entitlement under the
Special Distribution (i.e. a distribution in the value of £5.00 per DCAC
Ordinary Share). See also: "Business Combination – Public Warrant Exercise".
On or around the Completion Date, the Company intends to redeem all then
outstanding DCAC Public Warrants, such redemptions to be settled in specie by
way of delivering DCAC Ordinary Shares to the relevant holders of DCAC Public
Warrants. As of the date of this Circular, the Company expects to exchange
each DCAC Public Warrant, priced at £20.00, for 0.361 of a DCAC Ordinary
Share, the cumulative number of DCAC Ordinary Shares to be rounded downwards
to the nearest whole number of DCAC Ordinary Shares, so to give a value of
£7.22 per such DCAC Public Warrant. In addition, the DCAC Public Warrants
will be exercised by DCAC, designating a nominee to whom the DCAC Ordinary
Shares will be issued. Such DCAC Ordinary Shares will be bought back by DCAC
on the market for nil consideration once such DCAC Ordinary Shares have been
admitted to listing and trading on Euronext Amsterdam N.V. ("Euronext
Amsterdam"). See also: "Business Combination – Redemption of DCAC Public
Warrants").

Transfer of DCAC Sponsor Warrants to GIG

On or around the Completion Date, the DCAC Sponsor will transfer the DCAC
Sponsor Warrants to the GIG Target's management incentive plan, to replace the
current management incentive plan. The DCAC Sponsor Warrants will be used by
GIG Target to provide a management incentive plan for the board, management
and employees of GIG Target and their related parties. See also: "Business
Combination – DCAC Public Warrant Exercise and redemption and transfer of
DCAC Sponsor Shares to GIG Target").

Exercise and Cancellation of DCAC Sponsor Shares

On and with effect from the Completion Date, subject to the approval of the
Business Combination and the adoption of the Amended Articles:
        (i)      the terms, rights and restrictions attaching to
each of the DCAC Sponsor Shares (as defined below) in issue shall be varied to
be identical to the terms, rights and restrictions attaching to a DCAC
Ordinary Share, and each DCAC Sponsor Share in issue shall convert on a one
for one basis into a DCAC Ordinary Share;
        (ii)      1,648,721 (being 50% of the DCAC Ordinary
Shares arising from conversion of DCAC Sponsor Shares, plus 86,221 DCAC
Ordinary Shares)(the "Extinguishing Sponsor Shares") shall be acquired by the
Company for £0.0001 consideration and held in treasury, subject to and in
accordance with the Companies (Guernsey) Law 2008 as amended (the "Companies
Law");

Issue Size

In connection with the Business Combination and the transactions contemplated
thereby, the number of DCAC Ordinary Shares that will be issued at a price or
valuation of £20.00, taken together with any DCAC Ordinary Shares issued over
a period of 12 months preceding the issuance, but disregarding for this
purpose any DCAC Ordinary Shares issued in exchange of DCAC Public Warrants,
will be subject to a maximum of 20% of the total number of DCAC Ordinary
Shares admitted to trading on Euronext Amsterdam at the time of issuance (the
"Maximum Issue Size").

Offer to Eligible Investors

Furthermore, in connection with the Business Combination, the Company or its
subsidiaries intends to offer the Placement Shares for an issue price of
£20.00 and a total amount of up to £90 million, as well as 2028 GreenBonds
and 2056 GreenBonds, to certain Eligible Investors (as defined below) in the
EEA, UK and Switzerland. See also: "Business Combination – Offer to Eligible
Investors".
In connection with the Offer, if and when made, Long Term Assets, an
investment vehicle ("LTA"), has consented to sell up to a maximum of 2,725,000
DCAC Ordinary Shares, representing a value of £54,500,000, to the Eligible
Investors in the event that the number of DCAC Ordinary Shares to be issued
pursuant to the Offer, combined with any other issuance of DCAC Ordinary
Shares in connection with the Business Combination, would exceed the Maximum
Issue Size. LTA that is controlled by a concert party including Pension
Superfund Capital Reserve LP, which is in turn beneficially owned in part by
various entities associated with DCAC Sponsor and GIG Target.
The Company intends to appoint a stabilisation agent in connection with the
Offer, if and when made (the "Stabilisation Agent"). In that capacity, the
Stabilisation Agent, or any of its agents, may (but will be under no
obligation to), to the extent permitted by applicable law, effect transactions
with a view to supporting the market price of the shares of GIG (the "GIG
Shares") at a higher level than that which might otherwise prevail in the open
market, subject to a maximum of 15% of the number of DCAC Ordinary Shares sold
in the Offer. See also: "Business Combination – Market Stabilisation".

2028 GreenBonds Offer

To help fund the construction of the Advanced Cables UK Factory, the Teesside
Factory, GIG further intends for Advanced Cables to mount the issuance and/or
secondary sale of 2028 GreenBonds to Eligible Investors (as defined in
"Business Combination – Offer to Eligible Investors") with an aggregate
value of up to £75 million ("2028 GreenBond Offer") to potentially include up
to £33.64 million of 2028 GreenBonds held by DCAC Ordinary Shareholders at
the time of Business Combination, derived from GIG Target. See also: "Business
Combination – Index-Linked Sustainable GreenBonds".
All 2028 GreenBond holders will be offered the opportunity to sell their 2028
GreenBonds in the 2028 GreenBond Offer. Details will be circulated in due
course to such holders.

2056 GreenBonds Offer

GIG intends to procure the issuance and/or secondary sale of 2056 GreenBonds
to Eligible Investors (as defined in "Business Combination – Offer to
Eligible Investors") with an aggregate value of up to £50 million, which
value is subject to the outcome of the Warrant Exercise ("2056 GreenBond
Offer") to potentially include:
        a)   up to £6.48 million of 2056 GreenBonds held by DCAC
Ordinary Shareholders at the time of Business Combination; and
              b)   such 2056 GreenBonds held by those DCAC
Ordinary Shareholders derived from the cash exercise of the DCAC Public
Warrants.
All 2056 GreenBond holders will be offered the opportunity to sell their 2056
GreenBonds in the 2056 GreenBond Offer. Details will be circulated in due
course to such holders. See also: "Business Combination – Index-Linked
Sustainable GreenBonds".

Joint Ventures and Strategic Investors

Major institutional and strategic industry participants have also indicated
interest in investing (or increasing their investment) either in GIG, or into
Advanced Cables and/or Atlantic SuperConnection, by way of direct investment
or in an operational joint venture. In particular:
        a)   GIG Target is negotiating a memorandum of
understanding and mutual exclusivity agreement with a major cable manufacturer
that may (or may not) lead to them taking a substantial investment in joint
venture with Advanced Cables, in conjunction with a lead operational oversight
role and technology transfer. As of the date of this Circular, this investment
is intended to take effect upon the receipt of expedited planning permission
for the Teesside Factory, which is expected later in 2023; and in the meantime
the parties are co-operating on the planning submission and development plans;
and
        b)   in anticipation of final investment decision (the
"FID") on Atlantic SuperConnection in 2024, GIG intends to procure
approximately
£1,200 million by way of the issuance of new equity. RTE International, "),
the consultancy subsidiary of the French transmission system operator RTE,
("RTE International") and GIG Target are negotiating a further option
agreement that may (or may not) lead to RTE International taking a substantial
investment into Atlantic SuperConnection by 19 January 2024, in conjunction
with a lead operational oversight role (the "RTE Negotiations").
To the extent external investors invest directly into the Advanced Cables
and/or Atlantic SuperConnection subsidiaries, it is intended that GIG
Shareholders who are qualified investors within the meaning of Regulation (EU)
2017/1129 (the "Prospectus Regulation") Prospectus Regulation and who express
and interest will be given an opportunity to co-invest on the same terms GIG,
and further details will be provided on request under a non-disclosure
agreement.

Further Acquisitions

DCAC Shareholders should be aware that it is the current strategic intention
of GIG to make acquisitions that may lead, if completed, to the issuance of
further equity and/or debt by GIG or other members of the GIG group.
The purpose of this Circular is to ensure that the DCAC Shareholders and DCAC
Warrant Holders are adequately informed of the facts and circumstances
relevant to the proposals on the agenda for the EGM, the DCAC Ordinary
Shareholder Class Meeting, the DCAC Sponsor Shareholder Class Meeting and the
DCAC Warrant Holder Meeting. This should enable the DCAC Shareholders and DCAC
Warrant Holders (to the extent they have voting rights in the EGM, the DCAC
Ordinary Shareholder Class Meeting the DCAC Sponsor Shareholder Class Meeting
and the DCAC Warrant Holder Meeting, respectively) to vote on the proposed
resolutions, including amongst others, to (i) approve the Business
Combination; (ii) amend the terms and conditions applicable to the DCAC
Warrants (the "Warrant T&Cs"); (iii) replace and amend the Articles with the
Amended Articled; (iv) amend the Amended Sponsor Promote (as defined below);
(v) disapply pre-emption provisions in connection with the issue or transfer
of shares in DCAC in certain circumstances; (vi) approve certain acquisition
of own shares;
(vii) remove and appoint directors; and (viii) approve the Company's change of
name.
This Circular provides detailed information on the proposed Business
Combination and on a number of related matters, including notice of the EGM,
notice of the DCAC Ordinary Shareholder Class Meeting, notice of the DCAC
Sponsor Shareholder Class Meeting and the notice of the DCAC Warrant Holder
Meeting, the agenda items to be considered and voted upon at the EGM, the DCAC
Ordinary Shareholder Class Meeting, the DCAC Sponsor Shareholder Class Meeting
and the DCAC Warrant Holder Meeting, a white Form of Proxy in relation to the
EGM, a green Form of Proxy for the DCAC Ordinary Shareholder Class Meeting, a
yellow Form of Proxy for the DCAC Sponsor Shareholder Class Meeting and a blue
Form of Proxy for the DCAC Warrant Holder Meeting, the risk factors and a
detailed description of the Business Combination and the GIG Target Group.
We encourage you to read this Circular and the additional documentation
referred to in it carefully and its entirety. We hope you will agree with the
recommendation of the DCAC Board to approve the Business Combination,
including the transactions contemplated by the Business Combination Agreement,
and the other resolutions proposed for adoption at the EGM, the DCAC Ordinary
Shareholder Class Meeting, the DCAC Sponsor Shareholder Class Meeting and the
DCAC Warrant Holder Meeting.
I particularly want to thank my fellow directors, Edi Truell and Roger Le
Tissier for their stalwart help in steering the Company first through an
innovative share repurchase programme, which was much harder to implement than
anticipated; and then in negotiating the proposed Business Combination. We
have discharged our duties without remuneration.
We value and thank you for your continued support and look forward to
welcoming you to our EGM, DCAC Ordinary Shareholder Class Meeting, DCAC
Sponsor Shareholder Class Meeting and DCAC Warrant Holder Meeting on 10 May
2023.
I shall then be retiring, aged 76, and close by wishing the enlarged Global
InterConnection Group Godspeed. Yours sincerely,
Wolf Becke Chairman DCAC Board

3.      NOTICE OF EXTRAORDINARY GENERAL MEETING


Notice is hereby given that an extraordinary general meeting of DCAC will be
held at 10:00 BST on 10 May 2023 2023 at First Floor, 10 Lefebvre Street, St
Peter Port, Guernsey GY1 2PE for the purpose of considering and, if thought
fit, passing resolutions 1 and 4 to 13 (inclusive) as ordinary resolutions of
the Company and resolution 2 and 3 as special resolutions of the Company.
Defined terms used in this Notice shall, unless otherwise defined herein, have
the meanings given to them in this Circular.
1.     Resolutions
1.  An approval of the Business Combination
It is hereby resolved by ordinary resolution that the Business Combination,
including any actions and the transactions contemplated by the Business
Combination Agreement (including the matters described and disclosed, whether
specifically or generally, within the Circular), be and are hereby approved,
and to the extent necessary, ratified.
2.  Approval of the Amended Articles
Subject to and conditional on the passing of resolution 1, it is hereby
resolved by special resolution that the Articles be and are hereby replaced in
their entirety by the amended articles in the form appended to this Circular
at Appendix 1 (the "Amended Articles").
3.  Amended Sponsor Promote
Subject to and conditional on the passing of resolution 1 and 2, it is hereby
resolved by special resolution that, notwithstanding the terms of the
Articles, the Amended Articles or any other agreement, letter or document
(including but not limited to the Insider Letter, the DCAC IPO Prospectus (as
defined below) and the Warrant T&Cs) and not withstanding any prior terms or
statements as regards the conversion of DCAC Sponsor Shares, any price hurdles
or any promote schedule, on and with effect from the Completion Date (the
"Amended Sponsor Promote"):         (i)      the terms, rights
and restrictions attaching to each of the DCAC Sponsor Shares in issue shall
be varied to be identical to the terms, rights and restrictions attaching to a
DCAC Ordinary Share, and each DCAC Sponsor Share in issue shall convert on a
one for one basis into a DCAC Ordinary Share;
        (ii)      1,648,721 (being 50% of the DCAC Ordinary
Shares arising from conversion of DCAC Sponsor Shares, plus 86,221 DCAC
Ordinary Shares)(the "Extinguishing Sponsor Shares") shall be acquired by the
Company for £0.0001 consideration and held in treasury, subject to and in
accordance with the Companies (Guernsey) Law 2008 as amended (the "Companies
Law");
4.  Limited pre-emption disapplication related to Business Combination and
Circular Transactions
Subject to and conditional upon the passing of resolutions 1 to 3, it is
hereby resolved (pursuant to article 7.8 of the Amended Articles) by ordinary
resolution that the Company may issue, sell or transfer from treasury any DCAC
Ordinary Share to be issued, sold or transferred pursuant to or in connection
with the Business Combination, the Non-Affiliate Issue, the Warrant Exercise,
the redemption of Warrants described in this Circular, the Amended Sponsor
Promote, the Offer to Eligible Investors, as well as the issue, sale or
transfer of DCAC Ordinary Shares in connection with or related to any of the
transactions described in the Circular, in each case without the application
of article 7.2 of the Amended Articles. 5.  Variation
It is hereby resolved by ordinary resolution that, to the extent the adoption
of the Amended Articles and/or the Amended Sponsor Promote modifies, varies or
abrogates the rights or obligations attaching to the DCAC Ordinary Shares or
the DCAC Sponsor Shares, any such modification, variation or abrogation be and
is hereby approved.
6.  Acquisition of own shares - Extinguishing Sponsor Shares
Subject to and conditional upon the passing of resolutions 1 to 3, it is
hereby resolved by ordinary resolution that the Company be and is hereby
authorised, in accordance with section 315 of the Companies Law, to make
market acquisitions of the Extinguishing Sponsor Shares (being DCAC Ordinary
Shares), provided that:   (a)     the maximum number of Extinguishing
Sponsor Shares is 1,648,721;
  (b)     the minimum price payable by the Company for each
Extinguishing Sponsor Share is £0.0001 per Extinguishing Sponsor Shares and
the maximum price payable by the Company for each Extinguishing Sponsor Shares
will not be higher than £0.0001 per Extinguishing Sponsor Share; and
  (c)     such authority shall expire on the later of (i) the
Completion Date and (ii) the date on which all Extinguishing Sponsor Shares
have been acquired by the Company, save that such authority shall expire on
the conclusion of the annual general meeting of the Company to be held in 2024
if it has not expired earlier.
7.  Acquisition of own shares – DCAC Public Warrant Shares
Subject to and conditional upon the passing of resolutions 1 to 2, it is
hereby resolved by ordinary resolution that the Company be and is hereby
authorised, in accordance with section 315 of the Companies Law, to make
market acquisitions of DCAC Ordinary Shares, provided that:
  (a)     the only DCAC Ordinary Shares that may be acquired by DCAC
pursuant to this resolution are DCAC Ordinary Shares issued pursuant to the
exercise of DCAC Public Warrants held in treasury by DCAC or by a nominee on
behalf of DCAC, including any DCAC Ordinary Shares issued to a nominee of DCAC
pursuant to an exercise of DCAC Public Warrants held by DCAC ("Treasury
Warrant Shares");
  (b)     the maximum number of DCAC Ordinary Shares that may be
acquired pursuant to this resolution is 2,153,750;
  (c)     the minimum price payable by the Company for each DCAC
Ordinary Share being acquired pursuant to this resolution is £0.0001 per DCAC
Ordinary Share and the maximum price payable by the Company for each DCAC
Ordinary Share being acquired pursuant to this resolution is £0.0001 per DCAC
Ordinary Share; and
  (d)     such authority shall expire on the earlier of the date on
which all Treasury Warrant Shares have been acquired by DCAC and the
conclusion of the annual general meeting of the Company to be held in 2024.
8.  Appointment of Luke Webster as director of the Company
Subject to and conditional upon the passing of resolutions 1 and 2, it is
hereby resolved by ordinary resolution to appoint Luke Webster as director of
the Company with effect from the passing of this resolution.
9.  Appointment of Michael Ridley as director of the Company
Subject to and conditional upon the passing of resolutions 1 and 2, it is
hereby resolved by ordinary resolution to appoint Michael Ridley as director
of the Company with effect from the passing of this resolution.
10.  Ratification of Appointment of Dame Jennie Younger as director of the
Company
Subject to and conditional upon the passing of resolutions 1 and 2, it is
hereby resolved by ordinary resolution to appoint Jennie Younger as director
of the Company with effect from the passing of this resolution.
11.  Retirement of directors
Subject to and conditional upon the passing of resolutions 1 and 2, it is
hereby resolved by ordinary resolution to accept the retirement of Wolf Becke
as director of the Company with effect from the passing of this resolution;
and to pass a vote of thanks for his unremunerated service to the Company.
12.  Change of Name
Subject to, and conditional upon the passing of resolutions 1 and 2, it is
hereby approved by ordinary resolution that the Company's name be changed to
"Global InterConnection Group Limited" with effect from the Completion Date.
13.  Limited pre-emption disapplication - annual
Subject to and conditional upon the passing of resolutions 1 and 2, and in
addition to the approval under resolution 4, it is hereby resolved (pursuant
to article 7.8 of the Amended Articles) by ordinary resolution that the
Company may issue, sell or transfer from treasury, or grant rights to
subscribe for, any DCAC Ordinary Share, in each case without the application
of article 7.2 of the Amended Articles and excluding and limiting any
pre-emptive rights relating thereto:
  (a)   up to a maximum (by number of DCAC Ordinary Shares) of (i) 10% of
the issued DCAC Ordinary Shares, at the time of issue, sale or transfer from
treasury, or at the time of granting rights to subscribe for DCAC Ordinary
Shares, plus (ii) an additional 10% of the issued DCAC Ordinary Shares, at the
time of issue, sale or transfer from treasury, or at the time of granting
rights to subscribe for DCAC Ordinary Shares, if the issuance or the granting
of the rights to subscribe for DCAC Ordinary Shares takes place in view of a
merger or an acquisition; and
  (b)   such authority shall expire on the earlier of the conclusion of
the annual general meeting of the Company to be held in 2024 and the day 18
months following the EGM, being 10 November 2024.

2.     Notes


Overall approval of Business Combination (Resolution 1)
The Articles (article 41) require that in order for the Company to complete a
Business Combination, it will convene a general meeting and propose the
Business Combination for consideration and approval by the members even if the
nature of the Business Combination would not ordinarily require shareholder
approval under the Companies Law. The resolution to effect a Business
Combination requires the prior approval by a majority of at least 50% + 1 of
the votes cast at a Business Combination general meeting by members entitled
to vote and voting in person or by attorney or represented by proxy. DCAC
Shareholders should note that the DCAC Sponsor holds approximately 79.80% and
GIG Target 10.82% of the DCAC Ordinary Shares in issue and not held in
treasury.
The Business Combination is being effected pursuant to a share for share
exchange (and the prior payment of the Refundable Advance), which would not
otherwise require the approval of members, however, DCAC Shareholders are
being asked to approve the Business Combination in compliance with the
Articles and as anticipated pursuant to the DCAC IPO Prospectus dated 6
October 2021 (the "DCAC IPO Prospectus").
Approval of the Amended Articles and Amended Sponsor Promote (Resolution 2)
DCAC Shareholders are being asked to approve the Amended Articles pursuant to
a special resolution. Attached to this Circular at Appendix 1 is a draft of
the Amended Articles and a comparison of the Amended Articles against the
Articles is attached to this Circular at Appendix 2 (the "Comparison
Articles").
The Comparison Articles reflect that the principal amendments, as provided for
in the Amended Articles in summary include as follows:
  (i)    references throughout to the "Business Combination" and matters
and provisions related to a business combination and certain matters related
to the initial establishment and listing of the Company (including as regards
insiders) have been removed;
  (ii)    removal and replacement of certain DCAC Sponsor Share
conversion provisions, which in turn are now being dealt with by the proposed
Amended Sponsor Promote arrangements;
  (iii)        the pre-emption provisions with respect to the issue
of new shares or the sale or transfer of shares from treasury have been
amended such that (i) they only apply in respect of an issue, sale or transfer
for cash, (ii) the directors may impose certain exclusions and (iii) the
directors may be given, by virtue of an ordinary resolution of the Company,
the power to issue, or sell from treasury, shares either generally or in
respect of a specific issue, or sale from treasury, such that the relevant
pre-emption provisions in Article 7.2 would not apply to such issue(s)/sales
of shares;
          (iv)    amendment of the certain provisions related to
record dates for the giving of notices;
          (v)    removal on certain restrictions allowing only
DCAC Sponsor Shares to vote on the appointment and removal of directors; and
          (vi)    removal of the continuation resolution
article.
Amended Sponsor Promote (Resolution 3)
DCAC Shareholders are being asked to approve the conversion of DCAC Sponsor
Shares into DCAC Ordinary Shares on and with effect from the Completion Date
and the subsequent acquisition of 1,648,721 of such DCAC Ordinary Shares. The
DCAC Sponsors have consented to the cancellation of more than half their DCAC
Sponsor Shares in order to (a) further the Business Combination without
excessive dilution and (b) address the issues with over-tendering of DCAC
Ordinary Shares during the repurchasing exercises.
Limited pre-emption disapplication related to Business Combination and
Circular transactions (Resolution 4)
DCAC Shareholders are being asked to disapply pre-emption provisions such that
the Company may issue, sell or transfer from treasury any DCAC Ordinary Share
to be issued, sold or transferred pursuant to or in connection with the
Business Combination, the Non-Affiliate Issue, the Warrant Exercise, the
redemption of Warrants described in this Circular, the Amended Sponsor
Promote, the Offer to Eligible Investors, as well as the issue, sale or
transfer of DCAC Ordinary Shares in connection with or related to any of the
transactions described in the Circular.
Such disapplication will allow the Business Combination and transactions
described in the Circular to be completed without the need for a pre- emption
process.
Variation (Resolution 5)
Section 342 and 343 of the Companies Law (and the articles) provide that to
the extent that the adoption of the Amended Articles modifies, varies or
abrogates the rights or obligations attaching to DCAC Ordinary Shares or the
DCAC Sponsor Shares, any such modification, variation or abrogation must be
approved by each class of shareholder or a class of member.
Acquisition of own shares – Extinguishing Sponsor Shares (Resolution 6)
Section 315 of the Companies Law provides that a company shall not make a
market acquisition of its own shares unless the acquisition has first been
authorised by an ordinary resolution or such purchases are authorised by the
company's memorandum or articles. Section 315 of the Companies Law further
provides that the authority may (a) be general for that purpose or limited to
the acquisition of shares of any particular class or description and (b) be
unconditional or subject to conditions. Furthermore, the authority must (a)
specify the maximum number of shares authorised to be acquired, (b) determine
both the maximum and minimum prices which may be paid for the shares and (c)
specify a date on which it is to expire. The authority may be varied, revoked
or renewed by ordinary resolution.
Given the acquisition of own shares is regarded as a distribution for Guernsey
law purposes, the DCAC Board will be required to consider and pass a statutory
solvency test, as defined in section 527 of the Companies Law. In addition a
member of the DCAC Board will be required, on behalf of the DCAC Board, to
execute a solvency certificate in support thereof, in accordance with section
303(4) of the Companies Law.
The DCAC Sponsors have consented to the cancellation of more than half their
DCAC Sponsor Shares in order to (a) further the Business Combination without
excessive dilution and (b) address the issues with over-tendering of DCAC
Ordinary Shares during the repurchasing exercises.
Acquisition of own shares - DCAC Public Warrant Shares (Resolution 7)
Section 315 of the Companies Law provides that a company shall not make a
market acquisition of its own shares unless the acquisition has first been
authorised by an ordinary resolution or such purchases are authorised by the
company's memorandum or articles. Section 315 of the Companies Law further
provides that the authority may (a) be general for that purpose or limited to
the acquisition of shares of any particular class or description and (b) be
unconditional or subject to conditions. Furthermore, the authority must (a)
specify the maximum number of shares authorised to be acquired, (b) determine
both the maximum and minimum prices which may be paid for the shares and (c)
specify a date on which it is to expire. The authority may be varied, revoked
or renewed by ordinary resolution.
Given the acquisition of own shares is regarded as a distribution for Guernsey
law purposes, the DCAC Board will be required to consider and pass a statutory
solvency test, as defined in section 527 of the Companies Law. In addition a
member of the DCAC Board will be required, on behalf of the DCAC Board, to
execute a solvency certificate in support thereof, in accordance with section
303(4) of the Companies Law.
The DCAC Ordinary Shares to be acquired pursuant to this authority will be
those DCAC Ordinary Shares that are issued in connection with DCAC Warrants
held in treasury. Under Guernsey Law it is not possible to issue shares
directly into treasury and accordingly this is to allow the Company to
purchase such shares into treasury for subsequent re-issue.
Appointment of directors (Resolutions 8, 9 and 10)
Having consented to being a director of the Company in writing, the DCAC
Shareholders are being asked to approve the appointment of these new directors
by ordinary resolutions. Retirement of directors (Resolution 11)
The sponsor shareholders of DCAC (the "DCAC Sponsor Shareholders") are being
asked to approve the retirement of Wolf Becke as Chairman of the DCAC Board
and as a director of the Company by ordinary resolution with effect from the
passing of such resolution.
Change of Name to "Global InterConnection Group Limited" (Resolution 12)
Section 25 of the Companies Law provides that, in order for a company to
change its name, it shall either (a) pass a special resolution authorising the
change of name or (b) authorise the change of name by any other means as may
be specified in its articles. The Articles and the Amended Articled provide
that "Company means Disruptive Capital Acquisition Company Limited or such
name as the Company may by ordinary resolution determine from time to time".
Accordingly, DCAC Shareholders are being asked to approve a change of the
Company's name subject to and with effect from the Completion Date.

3.     Action to be taken


DCAC Shareholders will find enclosed with this document a white Form of Proxy
for use at the EGM. The white Form of Proxy should be completed and returned
to the secretary of the Company, Admina Fund Services Limited, First Floor, 10
Lefebvre Street, St Peter Port, Guernsey, GY1 2PE, so as to be received by no
later than 10:00 BST on 8 May 2023 or, in the event of any adjournment of the
EGM not later than 48 hours (excluding days which are not business days)
before the time appointed for the adjourned meeting.
DCAC Shareholders may appoint more than one proxy provided that each proxy is
appointed to exercise rights attaching to different DCAC Shares (as defined
below). Completing and returning the white Form of Proxy will not prevent you
from attending the EGM and voting in person, should you wish to do so.
A proxy need not be a member of the Company. You may also submit your proxy
electronically to disruptive@admina.gg.
(https://www.globenewswire.com/Tracker?data=5rLqSJaJ-K8h5VWDfNUlBZxsK492L3tGcKAOnlxTY-MXViBPLNO2hFKk3K55DreLiLa7NA3btRfBPFcXWH9o3Q==)

4.     Recommendation


After careful consideration, the DCAC Board has unanimously approved the
Business Combination and unanimously recommends that the DCAC Shareholders
vote: "FOR" approval of the Business Combination, including any actions and
the transactions contemplated by the Business Combination Agreement, and "FOR"
all other proposals presented to the DCAC Shareholders in this Circular. When
you consider the DCAC Board's recommendation of these proposals, you should
keep in mind that the members of the DCAC Board have interests in the Business
Combination that may conflict with your interests as a DCAC Shareholder.
Please see also "Background to, and rationale for, the Business Combination
– Conflicts of interest disclosure", "Business Combination" and "Corporate
Governance – Conflicts of interest" and the Circular generally for
additional information. In addition, you should read the section titled "Risk
Factors" for a discussion of the risks you should consider in evaluating the
proposed Business Combination and how it may affect your investment.

4.      NOTICE OF DCAC ORDINARY SHAREHOLDER CLASS MEETING


Notice is hereby given that a class meeting of the DCAC Ordinary Shareholders
will be held at 10:15 BST on 10 May 2023 2023 at First Floor, 10 Lefebvre
Street, St Peter Port, Guernsey GY1 2PE for the purpose of considering and, if
thought fit, passing resolution 1 as an ordinary class resolution of the DCAC
Ordinary Shareholders. Defined terms used in this Notice shall, unless
otherwise defined herein, have the meanings given to them in this Circular.

1.   Approval of the Amended Articles; Amended Sponsor Promote; Variation


It is hereby resolved by ordinary class resolution that:
        (a)   The articles of DCAC (the " Articles") be and are
hereby replaced in their entirety by the amended articles in the form appended
to this Circular at Appendix 1 (the "Amended Articles");
        (b)   notwithstanding the terms of the Articles, the
Amended Articles, or any other agreement, letter or document (including but
not limited to the Insider Letter, the DCAC IPO Prospectus and the Warrant
T&Cs) and not withstanding any prior terms or statements as regards the
conversion of DCAC Sponsor Shares, any price hurdles or any promote schedule,
on and with effect from the Completion Date (as defined below) (the "Amended
Sponsor Promote"):
1. the terms, rights and restrictions attaching to each of the DCAC Sponsor
Shares in issue shall be varied to be identical to the terms, rights and
restrictions attaching to a DCAC Ordinary Share, and each DCAC Sponsor Share
in issue shall convert on a one for one basis into a DCAC Ordinary Share;
2. 1,648,721 (being 50% of the DCAC Ordinary Shares arising from conversion of
DCAC Sponsor Shares, plus 86,221 DCAC Ordinary Shares)(the "Extinguishing
Sponsor Shares") shall be acquired by the Company for £0.0001 per
Extinguishing Sponsor Share and held in treasury, subject to and in accordance
with the Companies Law; and
              (c)   to the extent the adoption of the Amended
Articles and/or the Amended Sponsor Promote modifies, varies or abrogates the
rights or obligations attaching to the DCAC Ordinary Shares or the DCAC
Sponsor Shares, any such modification, variation or abrogation be and is
hereby approved.

2.   Notes

Approval of the Amended Articles and Amended Sponsor Promote
DCAC Ordinary Shareholders are being asked to approve the Amended Articles
pursuant to an ordinary class resolution. Attached to this Circular at
Appendix 1 is a draft of the Amended Articles and a comparison of the Amended
Articles against the Articles is attached to this Circular at Appendix 2.
The Comparison Articles reflect that the principal amendments, as provided for
in the Amended Articles in summary include as follows:
  (i)    references throughout to the "Business Combination" and matters
and provisions related to a business combination and certain matters related
to the initial establishment and listing of the Company (including as regards
insiders) have been removed;
  (ii)    removal and replacement of certain DCAC Sponsor Share
conversion provisions, which in turn are now being dealt with by the proposed
Amended Sponsor Promote arrangements;
  (iii)        the pre-emption provisions with respect to the issue
of new shares or the sale or transfer of shares from treasury have been
amended such that (i) they only apply in respect of an issue, sale or transfer
for cash, (ii) the directors may impose certain exclusions and (iii) the
directors may be given, by virtue of an ordinary resolution of the Company,
the power to issue, or sell from treasury, shares either generally or in
respect of a specific issue, or sale from treasury, such that the relevant
pre-emption provisions in Article 7.2 would not apply to such issue(s)/sales
of shares;
          (iv)    amendment of the certain provisions related to
record dates for the giving of notices;
          (v)    removal on certain restrictions allowing only
DCAC Sponsor Shares to vote on the appointment and removal of directors; and
          (vi)    removal of the continuation resolution
article.

Amended Sponsor Promote
DCAC Ordinary Shareholders are being asked to approve the conversion of DCAC
Sponsor Shares into DCAC Ordinary Shares on and with effect from the
Completion Date and the subsequent acquisition of 1,648,721 of such DCAC
Ordinary Shares.
Variation
Section 342 and 343 of the Companies Law (and the articles) provide that to
the extent that the adoption of the Amended Articles modifies, varies or
abrogates the rights or obligations attaching to DCAC Ordinary Shares or the
DCAC Sponsor Shares, any such modification, variation or abrogation must be
approved by each class of shareholder or a class of member.

3.   Action to be taken


DCAC Ordinary Shareholders will find enclosed with this document a green Form
of Proxy for use at the Ordinary Shareholder Class Meeting. The green Form of
Proxy should be completed and returned to the secretary of the Company, Admina
Fund Services Limited, First Floor, 10 Lefebvre Street, St Peter Port,
Guernsey, GY1 2PE, so as to be received by no later than 10:15 BST on 8 May
2023 or, in the event of any adjournment of the Ordinary Shareholder Class
Meeting not later than 48 hours (excluding days which are not business days)
before the time appointed for the adjourned meeting.
DCAC Ordinary Shareholders may appoint more than one proxy provided that each
proxy is appointed to exercise rights attaching to different DCAC Ordinary
Shares. Completing and returning the green Form of Proxy will not prevent you
from attending the Ordinary Shareholder Class Meeting and voting in person,
should you wish to do so.
A proxy need not be a member of the Company. You may also submit your proxy
electronically to disruptive@admina.gg.

4.  Recommendation


After careful consideration, the DCAC Board has unanimously approved the
Business Combination and unanimously recommends that the DCAC Shareholders
vote: "FOR" approval of the Business Combination, including any actions and
the transactions contemplated by the Business Combination Agreement, and "FOR"
all other proposals presented to the DCAC Shareholders in this Circular. When
you consider the DCAC Board's recommendation of these proposals, you should
keep in mind that the members of the DCAC Board have interests in the Business
Combination that may conflict with your interests as a DCAC Shareholder.
Please see also "Background to, and rationale for, the Business Combination
– Conflicts of interest disclosure", "Business Combination" and "Corporate
Governance – Conflicts of interest" and the Circular generally for
additional information. In addition, you should read the section titled "Risk
Factors" for a discussion of the risks you should consider in evaluating the
proposed Business Combination and how it may affect your investment.

5.      NOTICE OF DCAC SPONSOR SHAREHOLDER CLASS MEETING

Notice is hereby given that a class meeting of the DCAC Sponsor Shareholders
will be held at 10:30 BST on 10 May 2023 2023 at First Floor, 10 Lefebvre
Street, St Peter Port, Guernsey GY1 2PE for the purpose of considering and, if
thought fit, passing resolution 1 as an ordinary class resolution of the DCAC
Sponsor Shareholders. Defined terms used in this Notice shall, unless
otherwise defined herein, have the meanings given to them in this Circular.

1.   Approval of the Amended Articles; Amended Sponsor Promote; Variation


It is hereby resolved by ordinary class resolution that:
        (a)   The articles of DCAC (the "Articles") be and are
hereby replaced in their entirety by the amended articles in the form appended
to this Circular at Appendix 1 (the "Amended Articles");
        (b)   notwithstanding the terms of the Articles, the
Amended Articles, or any other agreement, letter or document (including but
not limited to the Insider Letter, the DCAC IPO Prospectus and the Warrant
T&Cs) and not withstanding any prior terms or statements as regards the
conversion of DCAC Sponsor Shares, any price hurdles or any promote schedule,
on and with effect from the Completion Date (as defined below) (the "Amended
Sponsor Promote"):
1. the terms, rights and restrictions attaching to each of the DCAC Sponsor
Shares in issue shall be varied to be identical to the terms, rights and
restrictions attaching to a DCAC Ordinary Share, and each DCAC Sponsor Share
in issue shall convert on a one for one basis into a DCAC Ordinary Share;
2. 1,648,721 (being 50% of the DCAC Ordinary Shares arising from conversion of
DCAC Sponsor Shares, plus 86,221 DCAC Ordinary Shares)(the "Extinguishing
Sponsor Shares") shall be acquired by the Company for £0.0001 consideration
and held in treasury, subject to and in accordance with the Companies Law; and
        (c)   to the extent the adoption of the Amended Articles
and/or the Amended Sponsor Promote modifies, varies or abrogates the rights or
obligations attaching to the DCAC Ordinary Shares or the DCAC Sponsor Shares,
any such modification, variation or abrogation be and is hereby approved.

2.   Notes

Approval of the Amended Articles and Amended Sponsor Promote

DCAC Sponsor Shareholders are being asked to approve the Amended Articles
pursuant to an ordinary class resolution. Attached to this Circular at
Appendix 1 is a draft of the Amended Articles and a comparison of the Amended
Articles against the Articles is attached to this Circular at Appendix 2 .
The Comparison Articles reflect that the principal amendments, as provided for
in the Amended Articles in summary include as follows:
        (i)      references throughout to the "Business
Combination" and matters and provisions related to a business combination and
certain matters related to the initial establishment and listing of the
Company (including as regards insiders) have been removed;
        (ii)      removal and replacement of certain DCAC
Sponsor Share conversion provisions, which in turn are now being dealt with by
the proposed Amended Sponsor Promote arrangements;
        (iii)            the pre-emption provisions with
respect to the issue of new shares or the sale or transfer of shares from
treasury have been amended such that (i) they only apply in respect of an
issue, sale or transfer for cash, (ii) the directors may impose certain
exclusions and (iii) the directors may be given, by virtue of an ordinary
resolution of the Company, the power to issue, or sell from treasury, shares
either generally or in respect of a specific issue, or sale from treasury,
such that the relevant pre-emption provisions in Article 7.2 would not apply
to such issue(s)/sales of shares;
        (iv)      amendment of the certain provisions related to
record dates for the giving of notices;
        (v)      removal on certain restrictions allowing only
DCAC Sponsor Shares to vote on the appointment and removal of directors; and
        (vi)      removal of the continuation resolution
article.

Amended Sponsor Promote

DCAC Sponsor Shareholders are being asked to approve the conversion of DCAC
Sponsor Shares into DCAC Ordinary Shares on and with effect from the
Completion Date and the subsequent acquisition of 1,648,721 of such DCAC
Ordinary Shares.

Variation

Section 342 and 343 of the Companies Law (and the articles) provide that to
the extent that the adoption of the Amended Articles modifies, varies or
abrogates the rights or obligations attaching to DCAC Ordinary Shares or the
DCAC Sponsor Shares, any such modification, variation or abrogation must be
approved by each class of shareholder or a class of member.

3.      Action to be taken


DCAC Sponsor Shareholders will find enclosed with this document a yellow Form
of Proxy for use at the Ordinary Shareholder Class Meeting. The yellow Form of
Proxy should be completed and returned to the secretary of the Company, Admina
Fund Services Limited, First Floor, 10 Lefebvre Street, St Peter Port,
Guernsey, GY1 2PE, so as to be received by no later than 10:30 BST on 8 May
2023 or, in the event of any adjournment of the Ordinary Shareholder Class
Meeting not later than 48 hours (excluding days which are not business days)
before the time appointed for the adjourned meeting.
DCAC Ordinary Shareholders may appoint more than one proxy provided that each
proxy is appointed to exercise rights attaching to different DCAC Ordinary
Shares. Completing and returning the yellow Form of Proxy will not prevent you
from attending the Sponsor Shareholder Class Meeting and voting in person,
should you wish to do so.
A proxy need not be a member of the Company. You may also submit your proxy
electronically to disruptive@admina.gg.
(https://www.globenewswire.com/Tracker?data=2UVFbQSzuptqickiqrT5MnM7l2OjCoCYdlQyrSOxzdBH-oaVWdtpXyCAMcd7cIfnSoL4Oey0M59bzCu24-ZcWQ==)

4.   Recommendation


After careful consideration, the DCAC Board has unanimously approved the
Business Combination and unanimously recommends that the DCAC Shareholders
vote: "FOR" approval of the Business Combination, including any actions and
the transactions contemplated by the Business Combination Agreement, and "FOR"
all other proposals presented to the DCAC Shareholders in this Circular. When
you consider the DCAC Board's recommendation of these proposals, you should
keep in mind that the members of the DCAC Board have interests in the Business
Combination that may conflict with your interests as a DCAC Shareholder.
Please see also "Background to, and rationale for, the Business Combination
– Conflicts of interest disclosure", "Business Combination" and "Corporate
Governance – Conflicts of interest" and the Circular generally for
additional information. In addition, you should read the section titled "Risk
Factors" for a discussion of the risks you should consider in evaluating the
proposed Business Combination and how it may affect your investment.

6.      NOTICE OF DCAC WARRANT HOLDER MEETING


Notice is hereby given that a meeting of DCAC Public Warrant Holders and
sponsor warrants of DCAC ("DCAC Sponsor Warrants" and together with the DCAC
Public Warrants the "DCAC Warrants") will be held at 10:45 BST on 10 May 2023
2023 at First Floor, 10 Lefebvre Street, St Peter Port, Guernsey GY1 2PE for
the purpose of considering and, if thought fit, passing resolution 1 as
ordinary resolutions of the meeting of holders of DCAC Warrants.
Defined terms used in this Notice shall, unless otherwise defined herein, have
the meanings given to them in this Circular.
1. Resolutions
1.  Amendment of Warrant T&Cs

It is hereby resolved by ordinary resolution that the Warrant T&Cs contained
in the warrant agreement dated 5 October 2021 entered into between the Company
and Van Lanschot Kempen N.V., as amended on 26 January 2023 (the "Warrant
Instrument"), following approval of the Warrant T&Cs by the meeting of holders
of DCAC Warrants on 11 January 2023, be amended in accordance with the New
Warrant T&Cs in the form attached to these resolutions at Appendix 3 of this
Circular.
To the extent that the adoption of the New Warrant T&Cs modifies, varies or
abrogates the rights attaching to the DCAC Warrants of the Company, any such
modification, variation or abrogation be and is hereby approved.
2.     Notes

DCAC Warrant Holders are being asked to approve the New Warrant T&Cs pursuant
to an ordinary resolution and to approve the corresponding amendments to the
Warrant Instrument. Attached to this Circular at Appendix 3 are the proposed
New Warrant T&Cs, and a comparison of the New Warrant T&Cs against the
existing Warrant T&Cs is attached to this Circular at Appendix 4.
Below is a summary of the principal amendments as provided for in the New
Warrant T&Cs, whereby references to certain sections are to sections of the
New Warrant T&Cs and capitalised terms not otherwise defined in this Circular
have the meanings ascribed to them in the New Warrant T&Cs:
        (i)      Business Combination Deadline. The definition
of "Business Combination Deadline" and references to it will be deleted
throughout the Warrant T&Cs as they will no longer be relevant.
        (ii)      Company Acquired Warrants. In section 2.6, the
concept of "Company Acquired Warrants" is introduced, meaning "Public Warrants
acquired by the Company at any time after completion of the Offering". This
means that DCAC Public Warrants acquired under the Stub Repurchase Offer (as
defined below) will qualify as Company Acquired Warrants, as long as they are
held by the Company. Company Acquired Warrants will have similar
characteristics as other DCAC Public Warrants, except that they will be
eligible for cashless exercise at one DCAC Ordinary Share per DCAC Public
Warrant (section 3.4.1).
        (iii)      Transferability of Sponsor Warrants and
Public Warrants held by the Sponsor. In sections 2.4 and 2.5, the restrictions
on transferability of DCAC Sponsor Warrants and DCAC Public Warrants held by
the Sponsor until 30 days after the Business Combination Deadline will be
deleted, making them freely transferable. For the Sponsor Warrants, this
serves the additional purpose of transferring them to GIG Target for the
purpose of the GIG's Target management incentive plan.
        (iv)      Public Warrants exercise. In section 3.1,
references to the commencement of the exercise period for DCAC Public Warrants
will be removed, making them eligible for exercise immediately upon approval
of the New Warrant T&Cs, and accordingly prior to Completion.
        (v)      Sponsor Warrants exercise. The newly inserted
section 3.3 provides for the period during which the DCAC Sponsor Warrants can
be exercised. This will now be separated from the DCAC Public Warrants. The
period during which DCAC Sponsor Warrants can be exercised will commence one
Trading Day following completion of the Special Distribution. This serves the
purpose of ensuring that the DCAC Sponsor Warrants are ineligible for the
Special Distribution.
        (vi)      Cashless exercise of Sponsor Warrants and
Public Warrants held by the Sponsor or its Permitted Transferees. Section
3.4.1 will contain a revised calculation methodology for determining the
number of DCAC Ordinary Shares that a DCAC Warrant holder will receive in
exchange for DCAC Warrants that are exercised on a cashless basis.
                    (vii)      Adjustments for
Ordinary Cash Dividends. In section 4.1, the definition of "Ordinary Cash
Dividend" will be amended to reflect that the limit for an Ordinary Cash
Dividend will be linked to the issue price for DCAC Ordinary Shares at the
time of Business Combination, instead of being a fixed amount of GBP 0.50. An
Ordinary Cash Dividend is one of the exempted situations in which a cash
dividend or cash distribution does not lead to an Extraordinary Dividend, and
thus an adjustment of the Warrant Exercise Price.
                    (viii)      Redemption period.
In section 6.1, references to the commencement of the period during which the
DCAC Public Warrants are eligible for Redemption will be removed, thus
enabling Redemption of the DCAC Public Warrants that are not exercised at
Completion (subject to the Redemption Notice Period).
                    (ix)      Redemption
consideration. In respect of the number of DCAC Ordinary Shares that a DCAC
Public Warrant holder will receive upon redemption, language will be included
that the Company may, at its discretion, apply a different ratio resulting in
the DCAC Public Warrant holders receiving a larger number of DCAC Ordinary
Shares than they would receive pursuant to the table in section 6.1.
                    (x)      Redemption Notice
Period. In section 6.3, the Redemption Notice Period will be amended to "no
less than 10 Trading Days prior to the Redemption Date" instead of "not less
than 30 days prior to the Redemption Date".
Following approval of the New Warrant T&Cs, the Warrant Instrument will be
amended to mirror the New Warrant T&Cs.

3.     Action to be taken


DCAC Warrant Holders will find enclosed with this document a blue Form of
Proxy for use at the Warrant Holder Meeting. The blue Form of Proxy should be
completed and returned to the secretary of the Company, Admina Fund Services
Limited, First Floor, 10 Lefebvre Street, St Peter Port, Guernsey, GY1 2PE, so
as to be received by no later than 10:45 BST on 8 May 2023 or, in the event of
any adjournment of the Warrant Holder Meeting not later than 48 hours
(excluding days which are not business days) before the time appointed for the
adjourned meeting.
DCAC Warrant Holders may appoint more than one proxy provided that each proxy
is appointed to exercise rights attaching to different DCAC Warrants.
Completing and returning the blue Form of Proxy will not prevent you from
attending the Warrant Holder Meeting and voting in person, should you wish to
do so.
A proxy need not be a DCAC Warrant Holder of the Company. You may also submit
your proxy electronically to disruptive@admina.gg.

4.     Recommendation


After careful consideration, the DCAC Board has unanimously approved the
Business Combination and unanimously recommends that the DCAC Warrant Holders
vote: "FOR" approval of the New Warrant T&Cs, including any actions and the
transactions contemplated by the New Warrant T&Cs, and "FOR" all other
proposals presented to the DCAC Warrant Holders in this Circular. When you
consider the DCAC Board's recommendation of these proposals, you should keep
in mind that the members of the DCAC Board have interests in the Business
Combination and the New Warrant T&Cs that may conflict with your interests as
a DCAC Warrant Holder. Please see also "Background to, and rationale for, the
Business Combination – Conflicts of interest disclosure", "Business
Combination" and "Corporate Governance – Conflicts of interest" and the
Circular generally for additional information. In addition, you should read
the section titled "Risk Factors" for a discussion of the risks you should
consider in evaluating the proposed Business Combination, the New Warrant T&Cs
and how they may affect your investment.

7.      BACKGROUND TO, AND RATIONALE FOR, THE BUSINESS COMBINATION


7.1      General


On 19 April 2023, DCAC and GIG Target entered into the Business Combination
Agreement, pursuant to which the Company will acquire 100% of the issued and
outstanding share capital of GIG Target for the consideration of: (i) the
issue and/or transfer from treasury of 14,394,235 DCAC Ordinary Shares, at a
valuation of £20.00 per DCAC Ordinary Share and with an aggregate value of
£287,884,698; and (ii) the Refundable Advance of SwFr 900,000. In determining
the consideration payable by the Company for the GIG Target Group the
liabilities of the GIG Target Group have been taken into account, being
principally 2028 GreenBonds with an aggregate value of £33,604,092 and 2056
GreenBonds with an aggregate value of £2,767,395.
Upon Completion, the Company will be renamed to Global InterConnection Group
Limited. For more information about the transactions contemplated in the
Business Combination Agreement, please see "Business Combination –General
description of the Business Combination Agreement and ancillary agreements".

7.2      Background to the Business Combination


DCAC is a special purpose acquisition company incorporated on 29 April 2021
under the Companies Law as a non-cellular company limited by shares. DCAC was
created for the purpose of completing a merger, amalgamation, share exchange,
asset and/or liability acquisition, share purchase, reorganisation or similar
business combination with a target business or entity.
DCAC IPO
DCAC was launched by Disruptive Capital GP Limited, a non-cellular company
limited by shares incorporated in Guernsey under the Companies Law (the "DCAC
Sponsor"), a firm licensed by the Guernsey Financial Services Commission to
carry on controlled investment business under the Protection of Investors
(Bailiwick of Guernsey) Law, 2020 and founded by Edmund Truell and his late
brother, Daniel Truell. Following Daniel Truell's death, the firm is now owned
by the de Boucaud Truell Inter-Generational FLP and the Truell Conservation
Foundation, a UK registered charity. The initial public offering of DCAC
("DCAC IPO") took place on 6 October 2021 and consisted of a private placement
of 12,500,000 DCAC Ordinary Shares and 6,250,000 DCAC Warrants in the form of
units, each consisting of one DCAC Ordinary Share and ½ of a DCAC Warrant (a
"DCAC Unit"). DCAC successfully completed the DCAC IPO, raising £125 million
from new investors. The DCAC Ordinary Shares and DCAC Warrants are as of the
date of this Circular separately listed and traded on the regulated market
operated by Euronext Amsterdam N.V. ("Euronext Amsterdam") under the ISIN
GG00BMB5XZ39 and symbol DCACS for the DCAC Ordinary Shares and ISIN
GG00BMB5XY22 and symbol DCACW for the DCAC Warrants.
Simultaneously with the DCAC IPO, in a private placement, the DCAC Sponsor
subscribed for 312,500 DCAC Ordinary Shares and 156,250 DCAC Warrants in the
form of 312,500 DCAC Units at a price per DCAC Unit of £10, for a total
consideration of £3,125,000) (the "DCAC Sponsor Units"). In addition, the
DCAC Sponsor subscribed for 3,125,000 sponsor shares in the capital of DCAC at
their nominal value of
£0.0001 (each a "DCAC Sponsor Share", together, the "DCAC Sponsor Shares" and
together with the DCAC Ordinary Shares the "DCAC Shares") and subscribed at a
price per warrant of £1.50, for a total consideration of £3,750,000.
Negotiations with Saxo Bank A/S
Until December 2022, DCAC anticipated a business combination with Saxo Bank
A/S, following an extensive search by DCAC for a potential transaction
utilising the global network of DCAC's leadership team. In the process that
led to identifying Saxo Bank A/S as an attractive business combination
opportunity, DCAC's leadership team evaluated a number of different potential
business combination targets and, in connection with such evaluation, DCAC
entered into several non-disclosure agreements with respect to potential
business combination targets, other than Saxo Bank A/S.
On 20 May 2022, DCAC and Saxo Bank A/S entered into, and executed, a
non-binding letter of intent, which included certain core elements of a
proposed business combination. After the execution of the letter of intent,
DCAC and Saxo Bank A/S entered into exclusive negotiations in respect of a
business combination agreement.
On 15 September 2022, DCAC and Saxo Bank A/S issued a press release announcing
their intent to explore a listing of Saxo Bank A/S on Euronext Amsterdam in
connection with a business combination with DCAC. Between September 2022 and
December 2022, DCAC and Saxo Bank A/S jointly conducted investor presentations
as part of a market sounding process with existing and prospective
shareholders, with the assistance of JP Morgan and Carnegie.
On 7 December 2022, DCAC and Saxo Bank A/S announced termination of
discussions regarding their proposed business combination.
Repurchase Offer and Stub Repurchase Offer
On 25 January 2023, DCAC offered to acquire up to 95% of the DCAC Ordinary
Shares held by DCAC Ordinary Shareholders as at 10 February 2023, at a price
of £10.789 per DCAC Ordinary Share (the "Repurchase Offer").
In addition, also on 25 January 2023, DCAC offered DCAC Ordinary Shareholders
and DCAC Public Warrant Holders the opportunity to tender for repurchase by
DCAC up to 5% of their DCAC Ordinary Shares and all of their DCAC Public
Warrants as at 10 February 2023, at a price of up to £2.20 per Ordinary Share
and up to £0.066 per DCAC Public Warrant, with a cap of £0.13 per original
holding of DCAC Ordinary Shares held by the tenderers. (the "Stub Repurchase
Offer", and together with the Repurchase Offer, the "Tender Offers").
On 7 March 2023, DCAC announced that under the Repurchase Offer, DCAC agreed
to repurchase 11,112,302 DCAC Ordinary Shares. All repurchase tenders were
made at £10.789 per DCAC Ordinary Share, which resulted in £119.89 million
being returned to DCAC Ordinary Shareholders.
On 21 March 2023, DCAC announced that under the Stub Repurchase Offer, DCAC
agreed to repurchase 325,000 DCAC Ordinary Shares, together with 2,060,000
DCAC Public Warrants. In addition, the DCAC Sponsor has acquired 418 DCAC
Ordinary Shares, resulting in a total cost to DCAC of £800,010 being paid to
DCAC Shareholders who have tendered any DCAC Ordinary Shares or DCAC Public
Warrants.
A price of up to £2.20 per DCAC Ordinary Share and up to £0.066 per DCAC
Public Warrant has been paid in the Stub Repurchase Offer, subject in each
case to and provided that, such combined total amount payable under the Stub
Repurchase Offer did not exceed the equivalent of £0.130 per DCAC Ordinary
Share based on 100% of the tendering DCAC Ordinary Shareholders' original
shareholding of DCAC Ordinary Shares at the record date.
Outcome of Repurchase Offer and Stub Repurchase Offer
DCAC Shareholders and DCAC Warrant holders were repeatedly advised that, if
completed and approved by DCAC Shareholders, the Business Combination may
result in a material increase in the value of DCAC Ordinary Shares and DCAC
Warrants. Notwithstanding this, numerous tenders were made under the
Repurchase Offer and the Stub Equity Tender Offer.
The DCAC Board, its listing agent and administrators carefully reviewed and
sought to reconcile the considerable majority of tenders made where there
appeared to be errors, omissions and discrepancies. Whilst the DCAC Board
appreciated the co-operation of those DCAC Shareholders who replied to our
enquiries, nonetheless it was difficult to treat fairly those DCAC
Shareholders who had submitted valid tenders, by accepting potentially invalid
tenders without discharging our fiduciary duty to make due and careful enquiry
of those that submitted those tenders.
Several purported tenders were not accepted as valid (the "Ineligible
Tenders") and, after extensive due and careful enquiry, the DCAC Board has put
forward proposals to the DCAC Sponsor and to GIG Target to assist in finding a
resolution. Notwithstanding that the total number of DCAC Ordinary Shares
being tendered implied that there were 517,325 more such DCAC Ordinary Shares
in issue than was in fact the case, the DCAC Board and the DCAC Sponsor, with
the co-operation of GIG Target, have decided that certain holders of
Ineligible Tenders will be issued with 2056 GreenBonds in respect of 95% of
their purported original holdings of DCAC Ordinary Shares.
In addition, certain of the Ineligible Tenders arising from the Repurchase
Offer have been offered the opportunity to sell their DCAC Ordinary Shares and
DCAC Public Warrants to the DCAC Sponsor, on the same terms as the Stub
Repurchase Offer. These amount to 46,237 DCAC Ordinary Shares and 159,800 DCAC
Public Warrants, resulting in a total cost to DCAC Sponsor of £93,627 being
payable to such DCAC Shareholders.
The outcome has been to accommodate the over-tendering and ineligible
tendering at the cost of the DCAC Sponsor, and with the co-operation of the
GIG Target, as follows:
              a)   the DCAC Sponsor Shares will be converted into
DCAC Ordinary Shares, but on the basis that only half the DCAC Sponsor Shares
convert; and the other half are effectively cancelled (although factually with
be acquired by DCAC for £0.0001 per Extinguishing Sponsor Share and held in
treasury). In addition, a "Tender Error Adjustment" will reduce the DCAC
Sponsor shareholdings by 86,221 DCAC Ordinary Shares;
              b)   the DCAC Sponsor Shares that are converted
into DCAC Ordinary Shares will not benefit from the Special Distribution of
2056 GreenBonds in an aggregate value of £1,406,260 (depending on the outcome
of the Warrant Exercise) to which they would otherwise have been entitled;
              c)   Atlantic SuperConnection is issuing 2056
Green Bonds in an aggregate value of £5,584,667 (depending on the outcome of
the Warrant Exercise) to tenderers who tendered Ineligible Tenders (the
"Ineligible Tenderers") to acquire 517,626 DCAC Ordinary Shares from such
Ineligible Tenderers. These 2056 GreenBonds have reduced the consideration
otherwise payable to holders of GIG Target Shares (the "GIG Target
Shareholders"), albeit offset by the value of the additional DCAC Ordinary
Shares so acquired and distributed to GIG Target Shareholders; and
             d)   in a further Tender Error Adjustment with an
aggregate value of £2,588,130 (depending on the outcome of the Warrant
Exercise), the 517,626 DCAC Ordinary Shares held by GIG Target Shareholders
will not be eligible for the Special Distribution of 2056 GreenBonds.

The repurchased DCAC Ordinary Shares and DCAC Public Warrants under the Tender
Offers are held in treasury, and DCAC held, immediately upon completion of the
Repurchase Offer and Stub Repurchase Offer, 92.63% of its own total issued
share capital.
Business Combination Process
Prior to entering into formal exclusivity with Saxo Bank A/S in May 2022, DCAC
and GIG Target started initial discussions on a potential business
combination. These were rekindled in December 2022.
Between then and 29 March 2023, DCAC conducted business, financial, tax and
legal due diligence with respect to the GIG Target Group, together with its
group companies, with the assistance of external advisers of the GIG Target
Group's business.
On 20 February 2023, DCAC and GIG Target agreed a non-binding letter of intent
(the "LOI"), which included certain core elements of the Business Combination.
After the agreement of the LOI, DCAC and GIG Target entered into exclusive
negotiations on the Business Combination Agreement. DCAC issued a press
release announcing their intent to explore potential business combination with
GIG Target.
On 12 March 2023, the DCAC Board and the GIG Target Board agreed on a binding
exclusive option to execute the Business Combination Agreement, which option
was executed on 13 March 2023.
DCAC and the GIG Target entered into an option agreement, whereby DCAC paid
GIG Target SwFr 25,000 for the exclusive option to acquire GIG Target for SwFr
375 million. In addition, DCAC made a refundable advance of SwFr 900,000 to
meet the costs and expenses of GIG Target in connection with the pursuit of
the Business Combination (the "Refundable Advance"). For the benefit of DCAC,
this is structured as being offset against the total consideration to be paid
in connection with the Business Combination, if not repaid. The Refundable
Advance is forfeit if the Business Combination is not approved by the DCAC
Shareholders and DCAC Warrant Holders before 14 May 2023. DCAC issued a press
release announcing their joint commitment to undertake the business
combination with GIG Target on 13 March 2023.
On 19 April 2023, DCAC and GIG Target entered into the Business Combination
Agreement. The terms of the Business Combination Agreement are the result of
extensive negotiations among the representatives of DCAC and GIG Target, with
input from expert independent parties and shareholders. See also "Business
Combination – Description of the Business Combination".
GIG is seeking to enter into agreements with additional investors in the
GreenBonds (the "GreenBond Investors" and the agreements, the "GreenBond
Agreements") whereby these GreenBond Investors would undertake to purchase up
to a certain amount of 2028 GreenBonds from GIG Shareholders, subject to the
terms and conditions of the GreenBond Agreements and conditional upon the
Business Combination approval. The targeted total aggregate amount of the 2028
GreenBond secondary purchase undertakings may be up to £33 million.
Members of the GIG Target Board, management and employees will be substantial
shareholders of GIG and are rolling over the entirety of the target shares of
GIG (the "GIG Target Shares") they hold. In addition, it is planned for DCAC
to raise further capital, not least from the highly experienced new
independent directors and advisers who wish to subscribe at £20.00 per DCAC
Ordinary. Institutional investors have also indicated interest in investing
(or increasing their investment) either in GIG, or into Advanced Cables and/or
Atlantic SuperConnection, by way of direct investment or in operational joint
venture.
RTE International was issued last year with options over 0.92% of the share
capital of Atlantic SuperConnection, exercisable at a price equating to SwFr
171 million (being £151 million) for 100% of the Atlantic SuperConnection
equity, subject to certain conditions. RTE International can for regulatory
reasons only hold options, rather than shares, unless and until they are
appointed as the cable operator. RTE International will exchange their options
over the shares in Atlantic SuperConnection around the Completion Date and be
issued with an option for 290,000 GIG Shares at a price of £20.00 per GIG
Share.
RTE International and GIG Target are negotiating a further option agreement
that may (or may not) lead to RTE International making a substantial
investment, via GIG into the construction finance round for Atlantic
SuperConnection by 19 January 2024 at the latest, in conjunction with a lead
operational role. This pricing of this option, if consummated, will be in the
region of £950 million, based inter alia on operating metrics and assumptions
of construction cost contained in RTEi's report to GIG Target, and on
financial market assumptions prepared by GIG Target.
Furthermore, in connection with the Business Combination, the Company and/or
its subsidiaries intend to offer the Placement Shares for an issue price of
£20.00 and a total amount of up to £90 million, as well as 2028 GreenBonds
and 2056 GreenBonds, to certain Eligible Investors (as defined below) in the
EEA, UK and Switzerland.
As of the date of this Circular, Advanced Cables and Atlantic SuperConnection
expect to issue GreenBonds to GIG Target Shareholders. On 19 April 2023, this
Circular is distributed to the DCAC Shareholders and DCAC Warrant Holders.
On 10 May 2023, the EGM, the DCAC Ordinary Shareholder Class Meeting, the DCAC
Sponsor Shareholder Class Meeting and the DCAC Warrant Holder Meeting shall be
held in which the DCAC Shareholders and DCAC Warrant Holders, as the case may
be, may vote, amongst others, on the proposed Business Combination, the
Amended Articles and Amended Sponsor Promote, the proposed acquisition of own
shares, the variation of class rights, the disapplication of pre-emption
rights, the appointment and retirement of directors and the change of company
name.
On or around 6 June 2023, Completion is expected to occur. As a result of the
Completion, the DCAC will acquire 100% of the issued and outstanding share
capital of GIG Target.
The proposed Business Combination is the result of an extensive search by DCAC
for a potential transaction utilising the global network of DCAC's leadership
team. In the process that led to identifying GIG Target as an attractive
business combination opportunity, DCAC's leadership team evaluated a number of
different potential business combination targets. As of the date of this
Circular, DCAC's leadership team comprises executive director: Edmund Truell
(Chief Executive Officer); non-executive directors: Wolf Becke
(Chair/Independent Non-Executive Director) and Roger Le Tissier (Non-Executive
Director); special advisers: Luke Webster and Kari Stadigh. If the Business
Combination is approved, then the leadership team will be amended to be as
follows: Edmund Truell (Executive Chairman), non-executive directors: Luke
Webster (Non-Executive Director), Michael Ridley (Senior Independent
Non-Executive Director), Dame Jennie Younger (Non-Executive Director) and
Roger Le Tissier (Non-Executive Director); special advisers Chris Sturgeon and
Kari Stadigh. RTE International has also been offered the right to a board
representative, conditional on their exercise of the options being granted
pursuant to the RTE Negotiations.
In addition to this Circular, other relevant documents available to DCAC
Shareholders include DCAC IPO Prospectus, which is available at
www.disruptivecapitalac.com and www.afm.nl. The information included on DCAC's
website does not form part of this Circular, unless specifically stated in
"Other Important Information – Available Information".
Conflicts of interest disclosure
Section 162 of the Companies (Guernsey) Law, 2008, as amended provides that a
director must, immediately after becoming aware of the fact that he is
interested in a transaction or a proposed transaction with the Company,
disclose to the board the nature and extent of his interest. A disclosure is
not required in respect of a transaction or proposed transaction between a
director and the Company and/or where the transaction or the proposed
transaction is or is to be entered into in the ordinary course of the
Company's business and on usual terms and conditions. A general disclosure to
the board to the effect that a director has an interest (as director, officer,
employee, member or otherwise) in a party and is to be regarded as interested
in any transaction which may after the date of disclosure be entered into with
that party is sufficient disclosure of interest in relation to that
transaction.
Article 32.2 to Article 32.4 of the Articles provide that
"32.2   Subject to and in accordance with the Law, a director must, upon
becoming aware of the fact that he is interested in a transaction or proposed
transaction with the Company, disclose that fact to the directors.
  1.3      For the purposes of the preceding article a general
disclosure given to the directors to the effect that a director has an
interest (as director, officer, employee, member or otherwise) in a party and
is to be regarded as interested in any transaction which may after

 the date of the disclosure be entered into with that party shall be deemed to
be sufficient disclosure of his interest in any such transaction or
arrangement.
              1.4      Without limitation to the
provisions of the Law, provided that he has disclosed his interests in
accordance with the preceding two articles, a director, notwithstanding his
office:
              (a)   may be a party to, or otherwise
interested in, any transaction or arrangement with the Company or in which the
Company is otherwise interested;
              (b)   may be a director or other officer of, or
employed by, or a party to any transaction or arrangement with, or otherwise
interested in, any body corporate promoted by the Company or in which the
Company is otherwise interested;
              (c)   shall not, by reason of his office, be
accountable to the Company for any benefit which he derives from any such
office or employment or from any such transaction or arrangement or from any
interest in any such body corporate and no such transaction or arrangement
shall be liable to be avoided on the ground of any such interest or benefit;
and
              (d)   may act by himself or his firm in a
professional capacity for the Company and he or his firm shall be entitled to
remuneration for professional services as though he were not a director of the
Company."


Article 34 of the Articles provides that, "a director may vote in respect of
any transaction, arrangement or proposed transaction or arrangement in which
he has an interest (including any interest in connection with a target company
or business which may be the subject of a Business Combination) which he has
disclosed in accordance with these articles and, if he does vote, his vote
shall be counted, and he shall be counted towards a quorum at any meeting of
the directors at which any such transaction or arrangement or proposed
transaction or arrangement shall come before the directors for consideration.
For the avoidance of doubt, if the Company intends to consummate a Business
Combination with a target or business that is affiliated with a holder of
Sponsor Shares or the directors, the remaining non-affiliated directors will,
prior to convening the Business Combination GM, either:
  (a)     obtain an opinion from an independent investment banking firm
or another independent valuation or appraisal firm that regularly provides
renders opinions on the type of target company or business that is subject to
the Business Combination that the Business Combination is fair to the Company
from a financial point of view; and/or


  (b)     procure that persons that are not affiliated to, managed by
or advised by a holder of Sponsor Shares or any Insider (or any (i) affiliate,
subsidiary or holding company of a holder of Sponsor Shares or any Insider or
(ii) person controlled by a holder of Sponsor Shares or any Insider or (iii)
any subsidiary or holding company or vehicle of a holder of Sponsor Shares or
any Insider) subscribe for new shares or interests (a) in the target or
business the subject of a Business Combination at the same time and price and
on the same terms as the Company or (b) in the Company at the same time and
price and on the same terms the Company is proposing to issue such shares or
interests to the vendors of and/or persons connected to the target or business
the subject of a Business Combination."


GIG Target is a group portfolio company, that is majority owned by Truell
Intergenerational Family Limited Partnership Incorporated, which is an entity
affiliated with the DCAC Sponsor.
There is overlap in the ownership of DCAC and the GIG Target (which is
affiliated to the DCAC Sponsor) and certain directors of DCAC are also
directors of other entities involved in the Business Combination (including as
approving shareholders of DCAC and/or GIG Target). In addition directors of
DCAC and GIG Target have interests in both the DCAC and GIG Target structures,
as well as those of shareholders in DCAC and the GIG Target, and as the
holders directly or indirectly of DCAC Ordinary Shares, DCAC Sponsor Shares,
DCAC Warrants and/or shares in the GIG Target (or related interests) may
benefit differently and to a greater extent than those persons who do not have
the same or similar holdings. Matthew Truell (the technical director of the
GIG Target) is the son of Edmund Truell. Edmund Truell and Cédriane de
Boucaud Truell (a director of the GIG Target) are married.

The names of the directors and office holders of DCAC and/or the DCAC Sponsor
and the details of their interests in GIG Target are set out as below:

Name        Position        Summary Nature of Interest at time
of publication of Circular

Edmund Truell        Director/CEO of the   Company and the DCAC
Sponsor

Director of:
* Disruptive Capital GP Limited;
* Fiordland GP Limited;
* The Truell Conservation Foundation;
* Disruptive Capital Investments II Limited;
* Pension SuperFund Capital Limited; and
* Disruptive Capital Renewable Energy Holding AG.
Roger Le Tissier

Direct and/or indirect interests in:
* Disruptive Capital GP Limited;
* Disruptive Capital Renewable Energy Holding AG;
* Truell Intergenerational Family LP Inc;
* Long Term Assets Limited;
* Admina Holdings Limited;
* PSF Capital Reserve L.P;
* Advanced Cables Limited;
* de Boucaud Truell Intergenerational Family LP Inc;
* DI CIP LP; and
   * Disruptive Capital CIP LP.
Non-executive Director        Director of:
* Long Term Assets Limited;
* Pension SuperFund Capital GP II Limited; and
* Pension SuperFund Capital Holdings Limited.
Direct and/or indirect interests in:
* DCAC;
* Disruptive Capital Renewable Energy Holding Ltd;
* Long Term Assets Limited;
* Pension SuperFund Capital Reserve LP;
* Pension SuperFund Capital GP II Limited;
* Pension Insurance Corporation Group Limited;
* Gaugamela LP;
* Telent Ltd;
* DI CIP LP; and
   * Disruptive Capital CIP LP.
Wolf Becke        Chairman        Direct and/or indirect
interests in;
* DCAC;
* Pension SuperFund CIP LP;
* PSF Capital Reserve L.P; and
* Disruptive Capital Renewable Energy Holding AG.


In order to ensure compliance with Article 32, Article 34 and Section 162 of
the Companies Law:

              (a)   the directors of DCAC have disclosed
their interests in connection with the Business Combination, the matters
described in this Circular and related matters at a board meeting of the
Company; and
              (b)   the Company has procured a subscription for DCAC
Ordinary Shares from persons that are not affiliated to, nor have funds
managed by or advised by a holder of DCAC Sponsor Shares or any Insider (or
any (i) affiliate, subsidiary or holding company of a holder of DCAC Sponsor
Shares or any Insider or (ii) person controlled by a holder of DCAC Sponsor
Shares or any Insider or (iii) any subsidiary or holding company or vehicle of
a holder of DCAC Sponsor Shares or any Insider) to be issued at the same time
and price and on the same terms the Company is proposing to issue such shares
or interests to the vendors of and/or persons connected to the target or
business the subject of a Business Combination, save that such DCAC Ordinary
Shares will be issued for cash consideration rather than the transfer of
shares in GIG Target (the Non-Affiliate Issue). Such subscriber being Michael
Ridley, subscribing for 12,500 DCAC Ordinary Shares in aggregate representing
an aggregate value of £250,000.

In unanimously considering that the terms and conditions of the Business
Combination Agreement, the matters described in this Circular, the
transactions contemplated thereby and related matters, the DCAC Board required
each director attending and voting at the relevant meeting to declare any
conflicts of interest relating to the matters to be discussed at the meeting.
As referred to above, each director that considered that they had an actual or
potential conflict, must have informed the chair as soon as possible and
always before any discussion of the relevant matter. Such declaration must
have specified the nature and extent of any direct or indirect interest that
may have given rise to the conflict. The minute taker noted all conflicts
declared in the minutes of the meeting in which they were declared.
Edmund Truell and Roger Le Tissier have specifically declared conflicts of
interest in connection with the Business Combination, the matters described in
this Circular and related matters at a board meeting of the Company.
Details of conflicts declared by directors of DCAC may be obtained upon
request from the registered office of the Company. In addition, it is noted
that:
* the non-affiliated shareholders and directors of both GIG Target and DCAC
approved entering into substantive discussions and thereafter the exclusive
option to effect the Business Combination;
* whilst there can be no guarantee that funds will be forthcoming, GIG Target
is already in discussions with certain independent parties who may invest in
equity and/or equity options, and provide debt, conditional upon Business
Combination;
* highly knowledgeable and experienced persons have agreed to subscribe their
own funds to an issue of DCAC Ordinary Shares. The issue price for such DCAC
Ordinary Shares will be £20.00, being the same price at which DCAC Ordinary
Shares will be offered to the GIG Target Shareholders. Subscription will be
subject to completion of the Business Combination and occur on the Completion
Date;
* other expert executives and advisers are expected to join on a similar
basis;
* RTE International is taking options at an exercise price of £20.00 per GIG
Share, in exchange for their current options in Atlantic SuperConnection on
economically similar terms. The RTE Negotiations may (or may not) lead to RTE
investing a substantial sum at an exercise price equivalent to approximately
£950 million for the Atlantic SuperConnection interconnector by 19 January
2024, equivalent to an estimated £43 per GIG Share.
   * whilst there can be no guarantee that funds will be forthcoming, with the
assistance of the affiliated Pension SuperFund Capital Services on the
structuring of GreenBonds, GIG Target is pursuing the possible raising of
capital from the UK life insurance and pension fund investor market via the
GreenBonds.
7.3      Rationale for the Business Combination


DCAC's rationale for the Business Combination

The DCAC Board believes that the proposed Business Combination is an
attractive opportunity for the DCAC Shareholders to become investors in the
manufacturing, development, operation, and ownership of interconnectors and
other power transmission projects.
The DCAC Board, in evaluating the Business Combination, consulted with its
legal counsel, financial and accounting advisers and other advisers. In
reaching its resolution (i) that the terms and conditions of the Business
Combination Agreement and the transactions contemplated thereby, including the
Business Combination are advisable, fair to and would materially benefit and
be in the best corporate interest of DCAC and the DCAC Shareholders and (ii)
to recommend that the DCAC Shareholders vote for approval of the Business
Combination and the transactions contemplated thereby, the DCAC Board
considered and evaluated a number of factors, including, but not limited to,
the factors discussed below. In light of the complexity, number and wide
variety of factors considered in connection with its evaluation of the
Business Combination, the DCAC Board did not consider it practicable to, and
did not attempt to, quantify or otherwise assign relative weights to the
specific factors it considered in reaching its resolution. The DCAC Board
viewed its decision as being based on all of the information available and the
factors presented to and considered by it. In addition, individual members of
the DCAC Board may have given different weight to different factors. The
explanation of DCAC's reasons for the Business Combination and all other
information presented in this section may be forward-looking in nature and,
therefore, should be read in light of this fact and should not be relied on.
The DCAC Board considered a number of factors pertaining to the Business
Combination as generally supporting its decision to enter into the Business
Combination Agreement and the transactions contemplated thereby, including but
not limited to, the following material factors:
* the Business Combination will give DCAC a platform to build a renewable
energy group comprising HVDC cable manufacturing, interconnectors, and
ancillary services. The DCAC Board considers that these markets support and
benefit from the global tailwinds of energy security and decarbonisation
initiatives;
* the timely supply of HVDC cable is crucial to many interconnector, offshore
wind and grid upgrade projects, and the long-term shortage of HVDC cable
represents a hurdle to the energy transition and an attractive opportunity for
DCAC to invest in the development of new HVDC cable manufacturing capacity via
the Business Combination;
* there is a severe shortage of HVDC cable manufacturing capacity, with
forecast annual demand of 18,000 kms by 2030 and a current manufacturing
capacity of only some 5,000kms across Sea Grade-qualifying manufacturers. As
of the date of this Circular, several major HVDC manufacturers report
multi-year, multi-£billion order backlogs, and the capacity expansions
announced and planned to fall far short of addressing the supply-demand
imbalance;
* the Advanced Cable division has been offered an option on a 65 acre site in
Teesside, with immediate access to a deep water ports for most efficient
transportation and export;
* the Teesside Freeport offers valuable incentives, imports and export duty
exemptions, enhanced capital allowances, reduced social charges on the
employment of the excellent pool of skilled labour in the vicinity, and fast
track planning processes;
* interconnectors are growing in number and importance, are widely regarded as
a key component of decarbonisation and energy security, and directly benefit
from higher power prices. The Business Combination offers DCAC the opportunity
to enjoy long-term cash flows from operating interconnectors and capital
appreciation from interconnector development projects;
* the proliferation of interconnectors and grid upgrades also represents an
opportunity for the provision of design, planning and operational services to
such projects;
* the combination of HVDC cable manufacturing, interconnector ownership, and
services offers scope for cross-selling and vertical integration;
* GIG Target executive management, directors and advisers have extensive
experience across the GIG Target Group's current and expected future business
activities, and so are well-placed to drive the businesses success in these
areas. Highly experienced independent experts have agreed to being appointed
to the GIG Board and to join as advisers;
* GIG Target has two existing divisions: 100% of Advanced Cables, and 99.08%
of the Atlantic SuperConnection interconnector project, that represent a
strong foundation for its strategy. A third division, GIG Services, will be
formed shortly after Completion;
* the controlling interest in Advanced Cables will give GIG Target an
immediate route to addressing and exploiting the shortage of HVDC cable
manufacturing and supply. Once the Advanced Cables UK factory is commissioned,
this will enable GIG Target to provide expedited supply to Atlantic
SuperConnection and such other interconnector projects as it may acquire.
Moreover, the possession of scarce HDVC cable manufacturing capacity is likely
to give GIG Target an advantage when originating and negotiating
interconnector investment opportunities; and
   * the controlling interest in Atlantic SuperConnection offers DCAC a unique
entry point into the interconnector industry. Most interconnectors are two-way
and link two energy networks with fluctuating supply and demand. As such the
directional flow of energy via the interconnector, and the revenue it
generates therefrom, depends on the relative energy surplus or shortage of the
two countries at any time. In contrast, Atlantic SuperConnection will connect
Iceland – with an abundant, economical and dependable energy supply – with
the UK, a grid facing severe supply shortages and price fluctuations, in need
of zero carbon baseload and dispatchable power to fill the role historically
played by hydrocarbons. In connecting two energy markets with highly
asymmetrical supply-demand dynamics, Atlantic SuperConnection expects energy
transmission to be predominantly one way from Iceland to the UK, and so
generate more predictable revenues underpinned by PPAs. Furthermore, the
development and construction of this project supported
by Advanced Cables – supplying HVDC cable to accelerate the time to market -
and GIG Services' expertise is expected to serve as a significant
demonstration to the interconnector market of GIG Target's integrated
capabilities.
* the Business Combination will give GIG Target access to capital markets in
order to:  * fund the build out of Advanced Cables;
* advance the construction of Atlantic SuperConnection; and
* buy, build out and develop further cable manufacturing; a wider portfolio of
interconnectors; and enhanced ancillary services, both organically and by
acquisition.
  
* DCAC has noted and considered positive that under the terms of the proposed
Business Combination, the pre-transaction shareholders of GIG Target would
continue to own approximately 74% of the GIG Shares following the Business
Combination, assuming full exercise of the DCAC Warrants, assuming no Offer to
Eligible Investors and no secondary sale by LTA;
* DCAC has considered that, in a demonstration of positive alignment of
management and shareholder interests:  * members of the GIG Target Board,
advisers and GIG Target Group employees have either committed or expressed an
interest in investing up to £1 million in DCAC Ordinary Shares at a price of
£20.00 per DCAC Ordinary Share;
* management and their immediately related parties will hold and would
continue to hold, directly or indirectly, approximately 60.5% of the GIG
Shares following the Business Combination, assuming 63% of the DCAC Warrants
are exercised for cash and no subscription to the Offer to Eligible Investors;
and
* for 2,500,000 DCAC Sponsor Warrants, and to be bound by the terms of those
DCAC Sponsor Warrants (as set out in the Warrant Instrument) and as further
modified by the GIG management incentive plan in terms of vesting procedures
and timing.
  
* The DCAC Board also considered that the aforementioned expected investment
by the designated new independent DCAC Board members and advisers in the
Business Combination is supportive of both the valuation being ascribed to,
and future prospects of GIG Target;
* DCAC believes that the specific background, network and know-how of the DCAC
Sponsor and the proposed DCAC Board and senior advisers add further value for
GIG Target. In addition to considering the factors described in this section,
the DCAC Board considered that the DCAC Sponsor and their affiliates and/or
directors have interests in the Business Combination as individuals that are
in addition to, and may be different from, the interests of the DCAC Ordinary
Shareholders, other than the DCAC Sponsor and its affiliates and/or directors;
* The DCAC Board reviewed the due diligence examinations of GIG Target
conducted by DCAC and its expert advisers, and related discussions between
DCAC and such advisers with GIG Target's management and advisers, including
Afry, Red Penguin, Aecom, Kvika and RTE International in connection therewith,
as well as with potential strategic and institutional investors; and
* The DCAC Board reviewed and considered the terms of the Business Combination
Agreement and the related agreements, including the parties' conditions to
their respective obligations to complete the transactions contemplated therein
and their ability to terminate the agreement. Please see "Business Combination
– General description of the Business Combination Agreement and ancillary
agreements" for a more detailed description of the terms and conditions of
these agreements.
The DCAC Board also considered a variety of uncertainties and risks and other
potentially negative factors concerning the Business Combination as described
more fully in the section "Risk Factors". The DCAC Board concluded that the
potential benefits that it expects DCAC to achieve as a result of the Business
Combination outweighed the potential risks and uncertainties associated with
the Business Combination. Accordingly, the DCAC Board determined that the
Business Combination and the Business Combination Agreement are in the best
interests of DCAC.

GIG Target's rationale for the Business Combination

The GIG Target Board believes the Business Combination will serve GIG Target
well as it will diversify the current shareholder base. A diversified
shareholder base provides for a strong foundation for executing the GIG Target
Group's strategy and potentially leveraging DCAC's and other shareholders'
background, network and know-how to further grow the GIG Target Group's
credibility and geographical reach. The listing on Euronext Amsterdam will
further create flexibility in the ownership structure and provide an avenue
for sourcing funding and raise the public profile of the GIG Target Group.
More specifically, the GIG Target Board has considered a listing on Euronext
Amsterdam as being positive, as, among other things, (i) Euronext Amsterdam
represents the deepest pool of liquidity in Europe, (ii) 56% of the EuroStoxx
50 are listed on Euronext Amsterdam, (iii) in 2021, Euronext Amsterdam's
average daily share trading was €10.7 billion versus €4.0 billion at
Nasdaq Nordic & Baltic, (iv) the total market cap of Euronext Amsterdam was
€6,500 billion versus a market cap of €1,924 billion at Nasdaq Nordic &
Baltic, and (v) Euronext Amsterdam is the most international venue with the
widest European footprint. Euronext also paves the way for a possible
secondary listing in Paris.
The GIG Target Board further believes that the DCAC Board and senior advisers
will bring to GIG Target a strong pedigree of successfully implementing a
'buy-build-transform' investment philosophy within a framework of strong
governance, spanning the private, publicly listed and state-owned entities.

Target business profile

The DCAC IPO Prospectus sets out on pages 61 and 62 certain general criteria
and guidelines for selecting and evaluating prospective target businesses (the
"Target Business Profile").This section of this Circular explains how the
proposed Business Combination aligns with the Target Business Profile.
For ease of reference, an extract from pages 61 and 62 of the DCAC IPO
Prospectus is set out below:
"Consistent with its strategy, the Company has identified the following
general criteria and guidelines to evaluate prospective target businesses. The
Company may, however, decide to enter into its Business Combination with a
target business that does not meet all or any of these criteria and
guidelines. However, the Company currently intends to partner, merge with or
acquire a business that satisfies one or more of the below criteria:
* is headquartered or have its principal operations in and/or have attractive
growth and business prospects in Western and/or Northern Europe (including the
UK);
* operates in the financial services sector with an equity valuation over
£500 million;
* has a conservative profile with opportunity for sustainable long-term return
on equity, as evidenced by strong industry fundamentals, leading market
position, clear ability to drive growth through business transformation and
sustainable margins and long-term cash flow generation potential;
* has a business model that does not need to materially increase its profile
to derive competitive advantage and returns;
* is resilient and sustainable with focussed business lines (i.e., not a
conglomerate);
* offers improvement opportunities, as evidenced by a long-term sustainable
funding structure capable of supporting growth initiatives; an ability to
introduce robust asset liability management, hedge unrewarded risks and
significantly reduce overhead costs through the introduction of IT
improvements; and/or
* evidence of current constrained growth and market position due to a lack of
capital, management focus and/or leadership as a result of, for example, the
lack a dedicated management team or otherwise lacking the resources to manage
their business in the most effective manner, including because such business
is considered a non-core part of a lager financial institution.
The Company may, in the future, also identify additional criteria and
guidelines which it deems material to its decision making process. Any
evaluation relating to the merits of a particular Business Combination may be
based on these general criteria and guidelines as well as other
considerations, factors, and criteria that the directors may deem relevant. If
the Company decides to enter into a Business Combination with a target company
or business that does not meet the above criteria and guidelines, it will
disclose that fact in a shareholder circular and/or prospectus (as applicable)
published at the time of the notice of the Business Combination GM."
As discussed further above, the DCAC Board believes that the proposed Business
Combination is a highly attractive opportunity for the DCAC Shareholders to
become investors in GIG Target, as a highly attractive platform to build a
diversified business in the sphere of electricity grid interconnection. In
this context, the DCAC Board also believes that GIG Target is a strong fit
with the general criteria and guidelines set out in the DCAC IPO Prospectus,
for the following reasons, other than in respect of "operates in the financial
services sector":
* GIG Target is headquartered in Switzerland and has its principal operations
in Northern and Western Europe, dedicated to an integrated focus on the global
interconnector market;
* GIG Target has a conservative profile with opportunity for sustainable
long-term return on equity, as evidenced by strong industry fundamentals,
clear ability to drive growth through business transformation and sustainable
margins and long-term cash flow generation potential. The GIG Target Group has
a business model that will address a proven, very large, market, that is
under- served by current suppliers. It expects to buy, build and transform
high margin large infrastructure assets, whose operations and development
should benefit from access to capital markets as well as additional capital
allocation and operating expertise and resources. The GIG Target's
conservative profile is underpinned by an approach that minimises development
and construction risk in its subsidiaries. This includes to intention to
employ fixed-price contracts for the construction of the Advanced Cables
factories and the Atlantic SuperConnection interconnector, and deferring
significant capital expenditure until these projects have reach the FID, at
which point all risks related to construction cost, offtake arrangements, and
regulation and planning will have been heavily mitigated;
* The HVDC cable manufacturing industry offers the prospect of long-term
orders, with a current severe supply-demand imbalance; and with end customers
with a multi-trillion dollar capital expenditure programme to replace, upgrade
and transition the energy transmission sector to a sustainable, Net Zero
future; and
* In the context of the proposed Business Combination, DCAC believes the GIG
Target Group can benefit from DCAC's industry relationships, its own and its
partners' specialist niche expertise; and at the supervisory board level,
insights into the financial markets, access to public and private market
investors and governmental relationships.
8.      BUSINESS COMBINATION


8.1      General description of the Business Combination


On 19 April 2023, DCAC and GIG Target entered into the Business Combination
Agreement, pursuant to which the Company will acquire 100% of the issued and
outstanding share capital of GIG Target for the consideration of: (i) the
issue and/or transfer from treasury of 14,394,235 DCAC Ordinary Shares, at a
valuation of £20.00 per DCAC Ordinary Share and with an aggregate value of
£287,884,698; and (ii) the Refundable Advance of SwFr 900,000. In determining
the consideration payable by the Company for the GIG Target Group the
liabilities of the GIG Target Group have been taken into account, being
principally 2028 GreenBonds with an aggregate value of £33,604,092 and 2056
GreenBonds with an aggregate value of £2,767,395.
Upon Completion, the Company will be renamed to Global InterConnection Group
Limited.

8.2      Option Agreement


On 13 March 2023, i.e. prior to the date of the Business Combination
Agreement, DCAC and the GIG Target entered into an option agreement, pursuant
to which DCAC has paid GIG Target SwFr 25,000 as a payment for the exclusive
option to acquire GIG Target for SwFr 370 million (the "Option Agreement"). In
addition, pursuant to the Option Agreement DCAC has made the Refundable
Advance of SwFr 900,000 to meet the costs and expenses of GIG Target in
connection with the Business Combination. For the benefit of DCAC, the Option
Agreement is structured as the Refundable Advance being offset against the
total consideration to be paid in connection with the Business Combination, if
not repaid. The Refundable Advance is forfeit if the Business Combination is
not approved by the DCAC Shareholders and DCAC Warrant Holders. The option has
to be exercised by DCAC on or before 14 May 2023.
Whilst the terms of the Option Agreement stated that any excess debt or
payables above SwFr 1 million in GIG Target at the Completion Date will be
deducted from the consideration due pursuant to the above, this is not
anticipated to be triggered, as GIG Target does not have such excess payables.

8.3      Description of the Business Combination


Consideration

Under the terms and conditions of the Business Combination Agreement, the
Company will acquire 100% of the issued and outstanding share capital of GIG
Target. The aggregate consideration to be transferred by DCAC to the Selling
Shareholders in connection with the Business Combination will be (i) the issue
and/or transfer from treasury of 14,394,235 DCAC Ordinary Shares, at a
valuation of £20.00 per DCAC Ordinary Share and with an aggregate value of
£287,884,698; and (ii) the Refundable Advance of SwFr 900,000. In determining
the consideration payable by the Company for the GIG Target Group the
liabilities of the GIG Target Group have been taken into account, being
principally 2028 GreenBonds with an aggregate value of £33,604,092 and 2056
GreenBonds with an aggregate value of £2,767,395.

Conditions Precedent

The Selling Shareholders' obligations under the Business Combination Agreement
with DCAC are predicated upon, inter alia, that:
* the signing and delivery of the Business Combination Agreement;
* the Business Combination has been approved by the board of directors of the
Company and by the board of directors of the GIG Target;
* the DCAC Shareholders, the DCAC Ordinary Shareholders, the DCAC Sponsor
Shareholders and the DCAC Warrant Holders have duly approved and adopted all
respective matters submitted to them for approval pursuant to this Circular;
* all notifications to and clearances by any public authority required to
consummate the Business Combination have been obtained and/or granted;
* the delivery of evidence satisfactory to the Selling Shareholders that the
proposed management incentive plan for the GIG Target management is of a form
and nature acceptable to the Selling Shareholders;

  * no material adverse change has occurred in respect of GIG Target or DCAC;


  
* the DCAC warranties shall be true and correct as of Completion with the same
effect as though made at and as of such date (except those representations and
warranties that address matters only as of a specified date, which shall be
true and correct as of that specified date); and
* no litigation or other similar legal proceeding or preliminary or permanent
injunction or order shall have been instituted against any party to the
Business Combination Agreement, which is reasonably likely to restrain in any
material adverse way or prohibit the consummation of the Business Combination.
DCAC's obligations under the Business Combination Agreement with GIG Target
are predicated upon, inter alia, that:
* the signing and delivery of the Business Combination Agreement;
* the Business Combination has been approved by the board of directors of the
Company and by the board of directors of the GIG Target;
* the DCAC Shareholders, the DCAC Ordinary Shareholders, the DCAC Sponsor
Shareholders and the DCAC Warrant Holders have duly approved and adopted all
respective matters submitted to them for approval pursuant to this Circular;
* all notifications to and clearances by any public authority required to
consummate the Business Combination have been obtained and/or granted;
* the DCAC Ordinary Shares continue to be listed on Euronext Amsterdam;
* the Selling Shareholder warranties shall be true and correct as of
Completion with the same effect as though made at and as of such date (except
those representations and warranties that address matters only as of a
specified date, which shall be true and correct as of that specified date);
* any security over the GIG Target Shares has been fully, irrevocably and
unconditionally released and/or discharged;
* no material adverse change has occurred in respect of GIG Target or DCAC;
and
* no litigation or other similar legal proceeding or preliminary or permanent
injunction or order shall have been instituted against any party, which is
reasonably likely to restrain in any material adverse way or prohibit the
consummation of the Business Combination.
Warranties under the Business Combination Agreement

GIG Target has provided customary warranties with respect to, inter alia,
corporate capacity, solvency, legally binding nature of the Business
Combination Agreement and the status of the issued shares. In addition, GIG
Target has provided warranties in respect of relevant sections of this
Circular, insofar as they describe GIG Target or the GIG Target Group, being
accurate and complete, and in respect of the 2022 Financial Statements (as
defined below) having been prepared in accordance with IFRS consistently
applied and in accordance with Swiss law and giving a true and fair view, in
accordance with IFRS, of the state of affairs and financial condition of the
GIG Target Group as at the end of 2022.
The Selling Shareholders have provided customary warranties with respect to
title and capacity and legally binding nature of the Business Combination
Agreement.
DCAC has provided customary warranties with respect to corporate capacity and
legally binding nature of the Business Combination Agreement.

Issue of Shares in connection with the Business Combination

The acquisition by the Company of GIG Target is the acquisition of a target or
business that is affiliated with the a holder of DCAC Sponsor Shares or the
directors.
Accordingly, the Articles (article 34) require that the non-affiliated
directors of the Company will, prior to convening the EGM approving the
Business Combination, either:         (a)   obtain an opinion from
an independent investment banking firm or another independent valuation or
appraisal firm that regularly provides renders opinions on the type of target
company or business that is subject to the Business Combination that the
Business Combination is fair to the Company from a financial point of view;
and/or
        (b)   procure that persons that are not affiliated to,
managed by or advised by a holder of DCAC Sponsor Shares or any Insider (or
any (i) affiliate, subsidiary or holding company of a holder of DCAC Sponsor
Shares or any Insider or (ii) person controlled by a holder of DCAC Sponsor
Shares or any Insider or (iii) any subsidiary or holding company or vehicle of
a holder of DCAC Sponsor Shares or any Insider) subscribe for new shares or
interests (i) in the target or business the subject of a Business Combination
at the same time and price and on the same terms as the Company or (i) in the
Company at the same time and price and on the same terms the Company is
proposing to issue such shares or interests to the vendors of and/or persons
connected to the target or business the subject of a Business Combination.
The Company has accordingly procured subscriptions for DCAC Ordinary Shares
from persons that are not affiliated to, managed by or advised by a holder of
DCAC Sponsor Shares or any Insider (or any (i) affiliate, subsidiary or
holding company of a holder of DCAC Sponsor Shares or any Insider or (ii)
person controlled by a holder of DCAC Sponsor Shares or any Insider or (iii)
any subsidiary or holding company or vehicle of a holder of DCAC Sponsor
Shares or any Insider) to be issued at the same time and price and on the same
terms the Company is proposing to issue such shares or interests to the
vendors of and/or persons connected to the target or business the subject of a
Business Combination, save that such DCAC Ordinary Shares will be issued for
cash consideration rather than the transfer of shares in GIG Target (the
"Non-Affiliate Issue"). The Non-Affiliate Issue is subject to Completion and
will occur at Completion.

Exclusion of pre-emption rights

The Articles at article 7.2 contain pre-emption provisions in respect of the
issue of or transfer from treasury of DCAC Ordinary or DCAC Sponsor Shares
(excluding the issue of shares pursuant to the exercise of a DCAC Warrant).
It is proposed to replace the Articles with the Amended Articles prior to the
Business Combination and the issue of any shares in DCAC or the transfer of
any shares in DCAC from treasury (See also: "Notice of Extraordinary General
Meeting – Limited pre-emption disapplication related to Business Combination
and Circular Transactions" and "Notice of Extraordinary General Meeting –
Limited pre-emption disapplication related to Business Combination and
Circular transactions (Resolution 4)"). The Amended Articles will contain
pre-emption provisions but include provision for the DCAC Shareholders to
grant the directors of DCAC authority, pursuant to an ordinary resolution of
the Company, the power to generally or specifically to issue shares in DCAC or
transfer shares in DCAC from treasury such that the pre- emption provisions
shall not apply.
In order to facilitate the completion of the Business Combination, an ordinary
resolution of DCAC will be proposed at the EGM to disapply the pre-emptions
provisions in the Amended Articles in respect of the issue or transfer of DCAC
Ordinary Shares in connection with the Business Combination, the Non-Affiliate
Issue, the Warrant Exercise, the redemption of Warrants described in this
Circular, the Amended Sponsor Promote, the Offer to Eligible Investors, as
well as the issue or transfer of DCAC Ordinary Shares in connection with or
related to any of the transactions described in the circular.
In addition, an ordinary resolution of DCAC will be proposed at the EGM to
designate the DCAC Board as the corporate body authorised to restrict or
exclude pre-emptive rights upon the issue of shares and/or the granting of
rights to subscribe for shares up to a maximum of 10% of the issued share
capital, at the time of issuance, or at the time of granting rights to
subscribe for shares. This designation is requested for a period of 18 months
following the date of the EGM, i.e. until 10 November 2024.

Special Distribution to DCAC Ordinary Shareholders

On or about the Completion Date, DCAC will make a special in-specie
distribution in the value of £5.00 per DCAC Ordinary Share in the form of
2056 GreenBonds to DCAC Ordinary Shareholders satisfying the DCAC Board of
their valid ownership of DCAC Ordinary Shares on the Special Distribution
Record Date.

DCAC Public Warrant Exercise and Redemption and transfer of DCAC Sponsor
Shares to GIG Target

In the meeting of DCAC Warrant Holders to be held on 10 May 2023, DCAC Warrant
Holders are being asked to approve the New Warrant T&Cs pursuant to an
ordinary resolution and to approve the corresponding amendments to the Warrant
Instrument. Attached to this Circular at Appendix 3 are the proposed New
Warrant T&Cs, and a comparison of the New Warrant T&Cs against the existing
Warrant T&Cs is attached to this Circular at Appendix 4. See "6. Notice of
DCAC Warrant Holder Meeting – 1. Resolutions" for a summary of the principal
amendments as provided for in the New Warrant T&Cs. Subject to amendment of
the existing Warrant T&Cs in accordance with the New Warrant T&Cs, the Company
intends to take the following steps. In the remainder of this section "DCAC
Public Warrant Exercise and Redemption", capitalised terms not otherwise
defined in this Circular have the meanings ascribed to them in the New Warrant
T&Cs.

Public Warrant Exercise

Upon adoption of the New Warrant T&Cs, DCAC Public Warrants Holders will have
the opportunity to exercise their DCAC Public Warrants against payment in cash
of £11.50.
DCAC Public Warrants Holders should refer to the requirements for cash
exercise of DCAC Public Warrants as set forth in the New Warrant T&Cs. Such
requirements include:
        (i)      a notice of DCAC Warrant exercise (in the form
required by the Warrant Agent) or, in the case of a Book-Entry Warrant, the
DCAC Warrants to be exercised on the records of the Depositary to an account
of the Warrant Agent at the Depositary designated for such purposes in writing
by the Warrant Agent to the Depositary from time to time; and
        (ii)      the payment in full of the Warrant Exercise
Price for each DCAC Ordinary Share as to which a DCAC Warrant is exercised and
any and all applicable taxes due in connection with the exercise of those DCAC
Warrants, the exchange of those DCAC Warrants for the DCAC Ordinary Shares and
the issuance of such DCAC Ordinary Shares, in lawful money of the UK, in good
certified check or wire payable to the Warrant Agent.
The Company intends to publish more detailed instructions in connection with
the exercise of DCAC Public Warrants in due course, subject to approval of the
New Warrant T&Cs by the Warrant Holder meeting.
The period during which the DCAC Public Warrants can be exercised is expected
to end on or around 30 May 2023 in connection with the redemption of all DCAC
Public Warrants as further discussed below. Such end date will be specified in
the redemption notice that is expected to be issued in connection with this
redemption.
In exchange for each whole DCAC Public Warrant so validly exercised, a DCAC
Public Warrant Holder will receive one DCAC Ordinary Share at Completion.
Subsequently, such DCAC Ordinary Share will also be eligible for the Special
Distribution. Accordingly, for each whole DCAC Public Warrant so validly
exercised, against payment of the exercise price of £11.50, a DCAC Public
Warrant Holder is expected to receive one DCAC Ordinary Share at a valuation
of £20.00 and 2056 GreenBonds in settlement of that DCAC Ordinary Share's
entitlement under the Special Distribution (i.e. a distribution in the value
of £5.00 per DCAC Ordinary Share).
The maximum number of DCAC Warrants that can be exercised for cash is
4,190,000 DCAC Public Warrants and 156,250 DCAC Sponsor Warrants, being
together 4,346,250 DCAC Warrants. If all DCAC Warrants were exercised at
£11.50, they would yield cash proceeds of approximately £49 million. The
table below sets out the different scenarios of proceeds received from,
interchangeably, the newly issued DCAC Ordinary Shares and the DCAC Warrants
Exercise.

% of DCAC Warrants exercised at £11.50 

Cash proceeds newly issued 0% 61% 100% DCAC Ordinary Shares 90,000,000
55,000,000 35,500,000 Cash proceeds DCAC Warrants Exercise 0 28,755,382
48,144,175 Total cash proceeds 90,000,000 83,755,382 83,644,175 Throughout
this Circular, it is assumed that 61% of the DCAC Public Warrants will be
exercised for cash, to generate £28,755,382 in cash for the Company.

Redemption of DCAC Public Warrants

On or around the Completion Date, the Company intends to redeem all then
outstanding DCAC Public Warrants, such redemptions to be settled in specie by
way of delivering DCAC Ordinary Shares to the relevant holders of DCAC Public
Warrants. DCAC Public Warrants will be formally notified of this redemption by
means of a redemption notice, specifying (among other things) the redemption
date and the number of DCAC Ordinary Shares that a DCAC Public Warrant Holder
will receive in exchange for each DCAC Public Warrant so redeemed. As of the
date of this Circular, the Company expects to exchange each DCAC Public
Warrant for 0.361 DCAC Ordinary Shares, with the cumulative number of DCAC
Ordinary Shares to be rounded downwards to the nearest whole number of DCC
Ordinary Shares. Based on a price of £20.00 per DCAC Ordinary Share, DCAC
Public Warrants would receive £7.22 in value per redeemed DCAC Public Warrant
(subject to rounding differences). In addition, the DCAC Public Warrants will
be exercised by DCAC, designating a nominee to whom the DCAC Ordinary Shares
will be issued. Such DCAC Ordinary Shares will be bought back by DCAC on the
market for nil consideration once such DCAC Ordinary Shares have been admitted
to listing and trading on Euronext Amsterdam.
Following completion of this redemption, the DCAC Public Warrants shall be
delisted from Euronext Amsterdam.

Transfer of DCAC Sponsor Warrants to GIG

On or around the Completion Date, the Sponsor will transfer the DCAC Sponsor
Warrants to the GIG Target's management incentive plan, to replace the current
management incentive plan. The Sponsor Warrants will be used by GIG Target to
provide a management incentive plan for the board, management and employees of
GIG Target and their related parties.

Exercise and Cancellation of DCAC Sponsor Shares

On and with effect from the Completion Date, subject to the approval of the
Business Combination and the adoption of the Amended Articles:
        (i)      the terms, rights and restrictions attaching to
each of the DCAC Sponsor Shares in issue shall be varied to be identical to
the terms, rights and restrictions attaching to a DCAC Ordinary Share, and
each DCAC Sponsor Share in issue shall convert on a one for one basis into a
DCAC Ordinary Share;
        (ii)      the Extinguishing Sponsor Shares shall be
acquired by the Company for £0.0001 consideration and held in treasury,
subject to and in accordance with the Companies Law;
The DCAC Sponsor has offered to reduce the dilution that would otherwise be
caused by the DCAC Sponsor Shares, given the materially reduced outstanding
shares in issue following the Tender processes. As a valuable gesture of
goodwill, it has further agreed to take on some of the consequences caused,
through no fault of its own, by the over-tendering of DCAC Ordinary Shares.

Issue Size

In connection with the Business Combination and the transactions contemplated
thereby (including the offer of Placement Shares), the number of DCAC Ordinary
Shares that will be issued at a price or valuation of £20.00, taken together
with any DCAC Ordinary Shares issued over a period of 12 months preceding the
issuance, but disregarding for this purpose any DCAC Ordinary Shares issued in
exchange of DCAC Public Warrants, will be subject to a maximum representing
20% of the total number of DCAC Ordinary Shares admitted to trading on
Euronext Amsterdam at the time of issuance (the "Maximum Issue Size").

Offer to Eligible Investors

Furthermore, in connection with the Business Combination, the Company and/or
its subsidiaries intend to offer the Placement Shares for an issue price of
£20.00 and a total amount of up to £90 million, as well as 2028 GreenBonds
and 2056 GreenBonds, to certain Eligible Investors (as defined below) in the
EEA, UK and Switzerland.
The offering of Placement Shares, 2028 GreenBonds and 2056 GreenBonds (the
"Offer") is intended to be made to (i) DCAC Shareholders as of a certain
record date, (ii) holders of 2028 GreenBonds and/or 2056 GreenBonds as of a
certain record date and (iii) certain other selected investors, provided that,
in respect of each such person listed in (i)-(iii) (inclusive) above, such
person qualifies as:
        (i)      "qualified investor" within the meaning of the
Prospectus Regulation and provided further that the Offer to such person shall
not require the Company publish a prospectus pursuant to Article 3 of the
Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the
Prospectus Regulation;
        (ii)      "qualified investor" as defined in article 2
of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation") and provided further that the Offer to such person shall not
require the Company to publish a prospectus pursuant to Section 85 of the UK
Financial Services and Markets Act 2000 ("FSMA") or supplement a prospectus
pursuant to Article 23 of the UK Prospectus Regulation;
      (iii)      (i) persons who have professional experience in
matters relating to investments and are investment professionals as defined
within Article 19(5) of the FSMA (Financial Promotion) Order 2005 (the
"Order"); (ii) high net worth bodies corporate and any other person falling
within Article 49(2)(a) to (d) of the Order; and (iii) persons to whom an
invitation or inducement to engage in investment activity (within the meaning
of Section 21 of FSMA), and any other persons to whom it may otherwise
lawfully be made in accordance with the Order or Section 21 of the FSMA (all
such persons together being referred to as 'relevant persons'); and
                    (iv)      "professional client"
within the meaning of the Swiss Financial Services Act
(Finanzdienstleistungsgesetz) ("FinSA") and provided further that the Offer to
such person shall not require the Company to publish a prospectus pursuant to
Article 35 of FinSA or supplement a prospectus pursuant to Article 56 of the
FinSA, such person an "Eligible Investor", in the EEA, UK and Switzerland. The
GreenBonds are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the EEA or the United Kingdom. For these purposes, a 'retail
investor' means a person who is one (or more) of:
                    (i)      a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II") and as it forms part of UK domestic law by virtue of the EUWA;
                    (ii)      a customer within the
meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client,
as defined in point (10) of Article 4(1) of MiFID II and as it forms part of
UK domestic law by virtue of the EUWA; or
                      (iii)      not a 'qualified investor'
as defined in the Prospectus Regulation.


Consequently no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") and as it forms part of UK
domestic law by virtue of the EUWA for offering or selling the GreenBonds or
otherwise making them available to retail investors in the EEA or the UK has
been prepared and therefore offering or selling the GreenBonds or otherwise
making them available to any retail investor in the EEA or the UK may be
unlawful.
No offer of securities, including the Offer, is being made pursuant to this
Circular. This Circular does not constitute or form part of any offer or
invitation to purchase, otherwise acquire or subscribe for, or any
solicitation of any offer to purchase, otherwise acquire or subscribe for, any
security by anyone in any jurisdiction.
This Circular is not a prospectus for the purposes of Regulation (EU) No.
2017/1129 of the European Parliament and of the Council of 14 June 2017, as
amended, and thus has not been approved by, or filed with, the AFM.
No action has been or will be taken to offer any securities, in connection
with the Offer or otherwise, in any jurisdiction outside of the EEA, the UK or
Switzerland.

If the Company decides to make the Offer, the Company intends to make the
Offer by publishing a further announcement or circular, containing further
information and instructions in connection with the Offer, in due course after
the EGM, assuming approval of the relevant resolutions in the EGM.
In connection with the Offer, if and when made, LTA has consented to sell up
to a maximum of 2,725,000 DCAC Ordinary Shares, representing a value of
£54,500,000, to the Eligible Investors in the event that the number of DCAC
Ordinary Shares to be issued pursuant to the Offer, combined with any other
issuance of DCAC Ordinary Shares in connection with the Business Combination,
would exceed the Maximum Issue Size. LTA is anticipated to hold immediately
after Completion, 7,767,177 GIG Shares with an aggregate value of
£155,343,544. If LTA would sell the maximum amount of DCAC Ordinary Shares
(i.e. 2,725,000 DCAC Ordinary Shares), then LTA would hold 5,017,177 GIG
Shares to a value, at £20.00 per GIG Share, of £100,343,540. LTA that is
controlled by a concert party including Pension Superfund Capital Reserve LP,
which is in turn beneficially owned in part by various entities associated
with DCAC Sponsor and GIG Target.
Each of Atlantic SuperConnection and Advanced Cables has undertaken to
re-register as a UK public limited company (PLC) within six months from the
initial issue of GreenBonds by it.

Market Stabilisation

The Company intends to appoint a Stabilisation Agent. In that capacity, the
Stabilisation Agent, or any of its agents, may (but will be under no
obligation to), to the extent permitted by applicable law, effect transactions
with a view to supporting the market price of the GIG Shares at a higher level
than that which might otherwise prevail in the open market, subject to a
maximum of 15% of the number of DCAC Ordinary Shares sold in the Offer. The
Stabilisation Agent is not required to enter into such transactions, and such
transactions may be effected on any securities market, over-the-counter
market, stock exchange (including Euronext Amsterdam) or otherwise and may be
undertaken at any time during the period commencing on the Completion Date and
ending no later than 30 calendar days thereafter. The Stabilisation Agent or
any of its agents is not obligated to effect stabilising transactions, and
there will be no assurance that stabilising transactions will be undertaken.
Such stabilising transactions, if commenced, may be discontinued at any time
without prior notice. Save as required by law or regulation, neither the
Stabilisation Agent nor any of its agents intend to disclose the extent of any
stabilisation transactions in connection with the Offer.
Total cash proceeds to go to the Company as from primary issuance and as from
the secondary market is modelled to be £140 million, resulting from share
issuance, the Warrant Exercise, the participation of LTA and the Market
Stabilisation.

Index-Linked Sustainable GreenBonds

The GreenBonds are constituted by (i) Atlantic SuperConnection and (ii)
Advanced Cables in respective aggregate amounts not to exceed (i)
£2,300 million and (ii) £300 million with respective repayment dates of (i)
31 December 2056 and (ii) 31 December 2028. The GreenBonds are in each case
subject to redemption together with an annual coupon of 3%, both adjusted for
inflation in accordance with the calculation set out in Schedule 4 of the
instrument constituting such GreenBonds (the "GreenBonds Instruments") and so
capped at a maximum of a 5% inflation rate p.a. and floored at 0%.
Insofar as the GreenBonds are not previously purchased, redeemed or prepaid in
accordance with the conditions set out in the GreenBonds Instruments, interest
will accrue on the initial aggregate nominal amount of the GreenBonds
outstanding from time to time reduced by the application of the relevant
amortisation factor in each case (being, after the eighth year, 4% of the
initial amount borrowed per 2056 GreenBond in the case of Atlantic
SuperConnection and, after the fourth year, 50% of the initial amount borrowed
per 2028 GreenBond in the case of Advanced Cables).
The GreenBonds are transferable in whole or (in amounts with a nominal value
equal to or greater than £100) in part by instrument in writing in the usual
common form or such other form as the GIG directors may approve (subject to
the GreenBonds Instruments).
As of the date of this Circular, it is intended that the GreenBonds will be
listed on The International Stock Exchange in Guernsey (TISE).
RTE International was issued in September 2022 with options over 0.92% of the
share capital of Atlantic SuperConnection, exercisable at a price equating to
SwFr 171 million for 100% of the Atlantic SuperConnection shares, subject to
certain conditions. RTE International will exchange their options over the
shares of Atlantic SuperConnection and be issued with economically similar
options over 290,000 GIG Shares, exercisable at £20.00 per GIG Shares.

2028 GreenBonds Offer

To help fund the construction of the Advanced Cables UK Factory, the Teesside
Factory, GIG further intends for Advanced Cables to mount the issuance and/or
secondary sale of 2028 GreenBonds to Eligible Investors with an aggregate
value of up to £75 million ("2028 GreenBond Offer") to potentially include up
to £33.64 million of 2028 GreenBonds held by DCAC Ordinary Shareholders at
the time of Business Combination, derived from GIG Target.
All 2028 GreenBond holders will be offered the opportunity to sell their 2028
GreenBonds in the 2028 GreenBond Offer. Details will be circulated in due
course to such holders.

2056 GreenBonds Offer

GIG intends to procure the issuance and/or secondary sale of 2056 GreenBonds
to Eligible Investors with an aggregate value of up to £50 million, which
value is subject to the outcome of the Warrant Exercise ("2056 GreenBond
Offer") to potentially include:
        a)   up to £6.48 million of 2056 GreenBonds held by DCAC
Ordinary Shareholders at the time of Business Combination; and
        b)   such 2056 GreenBonds held by those DCAC Ordinary
Shareholders derived from the cash exercise of the DCAC Public Warrants.
All 2056 GreenBond holders will be offered the opportunity to sell their 2056
GreenBonds in the 2056 GreenBond Offer. Details will be circulated in due
course to such holders.

Amended Articles

DCAC Shareholders are being asked to approve the Amended Articles pursuant to
a special resolution. Attached to this Circular at Appendix 1 is a draft of
the Amended Articles and a comparison of the Amended Articles against the
Articles is attached to this Circular at Appendix 2 .
The Comparison Articles reflect that the principal amendments, as provided for
in the Amended Articles in summary include as follows:        

   (i)      references throughout to the "Business Combination" and
matters and provisions related to a business combination and certain matters
related to the initial establishment and listing of the Company (including as
regards insiders) have been removed;

  (ii)      removal and replacement of certain DCAC Sponsor Share
conversion provisions, which in turn are now being dealt with by the proposed
Amended Sponsor Promote arrangements;               

  (iii)           the pre-emption provisions with respect to the issue
of new shares or the sale or transfer of shares from treasury have been
amended such that (i) they only apply in respect of an issue, sale or transfer
for cash, (ii) the directors may impose certain exclusions and (iii) the
directors may be given, by virtue of an ordinary resolution of the Company,
the power to issue, or sell from treasury, shares either generally or in
respect of a specific issue, or sale from treasury, such that the relevant
pre-emption provisions in Article 7.2 would not apply to such issue(s)/sales
of shares;
 (iv)      amendment of the certain provisions related to record dates
for the giving of notices;

 (v)      removal on certain restrictions allowing only DCAC Sponsor
Shares to vote on the appointment and removal of directors; and
 (vi)      removal of the continuation resolution article.

Terms of GIG Target's Management Incentive Plan

Members of the GIG Board and GIG Target Board, senior advisers and GIG Target
employees will hold, directly (excluding any GIG Shares held be related
parties), approximately 4.9% of the GIG Shares following the Business
Combination pre-exercise of any entitlements under the management incentive
plan.
As of the date of this Circular, GIG Target's management incentive plan
provides for cash payments of up to a maximum of £13.5 million, in the event
objective targets are met. These targets being met would imply an equity value
of GIG Target of over £1 billion, equating to approximately £44 per DCAC
Ordinary Share.
In connection with the Business Combination, the current management incentive
plan entitlements will be replaced by receipt of 2,500,000 DCAC Sponsor
Warrants by the entitled persons under the management incentive plan. Such
DCAC Sponsor Warrants will be exercisable at
£11.50 for DCAC Ordinary Shares over the next 10 years. Fully diluted, this
would represent approximately 9% of the anticipated enlarged GIG share capital
after Completion.
Demanding vesting terms will continue to apply to individual beneficiaries'
potential entitlements, with 20% vesting on the day of granting, 30% vesting
after 12 months, 30% vesting after 24 months and 20% vesting after 36 months.
Allocations will be made to the GIG Target Board and management, who include
related parties to DCAC Shareholders. The initial allocation of these DCAC
Sponsor Warrants is under the control of the GIG Target Board; and thereafter
the Remuneration Committee.
The former DCAC Sponsor Warrants in the management incentive plan may be
exercised for cash, or sold in the market prior to exercise, at the discretion
of the GIG Target Board. These DCAC Sponsor Warrants are subject to lock-up
arrangements as per the DCAC IPO Prospectus, dependent inter alia on the share
price trading performance. Any GIG Shares issuable upon conversion thereof may
not be sold until the earlier of: (A) one year after the Completion Date; or
(if earlier) (B) subsequent to the Business Combination, the closing price of
the GIG Shares equals or exceeds £12.00 per GIG Share for any 20 Trading Days
within any 30 Trading Day period commencing at least 30 Trading Days after the
Completion Date.

Lock-up

Pursuant to lock-up agreements to be entered into between respective GIG
Target Shareholders who will hold more than 3% of GIG Target's C Shares
immediately prior to Completion together with the GIG Target subsidiary
directors and the Company, such GIG Target Shareholders may not sell GIG
Shares until the earlier of: (A) 90 days after the Completion Date; or (if
earlier) (B) subsequent to the Business Combination, the closing price of the
GIG Shares equals or exceeds £24.00 per GIG Share for any 5 Trading Days
within any 20 Trading Day period commencing at least 30 Trading Days after the
Completion Date. The sale of GIG Shares by LTA in connection with LTA's
possible participation in the Offer to Eligible Investors will be excluded
from this lock-up arrangement.

Further Acquisitions

DCAC Shareholders should be aware that it is the current strategic intention
of GIG and/or its subsidiaries to make acquisitions that may lead, if
completed, to the issuance of further equity and debt. If the Business
Combination is not completed
In the event that the Business Combination is not completed, the DCAC Board
will search for a new target. The DCAC Board will propose a special resolution
that DCAC continues in existence (a "Continuation Resolution") at a general
meeting of DCAC to be held no later than 11 April 2024.
If a Continuation Resolution is not passed at any annual general meeting at
which it is proposed, the DCAC Board will put forward proposals for the
reconstruction, reorganisation or winding up of DCAC to the members for the
approval within six months following the date on which the relevant
Continuation Resolution is not passed.

8.4      Shareholding structure immediately prior to and immediately
following the Business Combination


The following tables include details of the securities in the following
scenarios: (i) at publication of this Circular, (ii) pre-Business Combination
and (iii) immediately following the Business Combination.
Anticipated position immediately prior to EGM:

                               
Shares        Warrants        EGM Voting %
Shares
Public                      400,654                     
            9.39%
                                             
 4,190,000

GIG Target/DCREH    461,696                               
  10.82%

Treasury
Treasury Shares           11,571,384
Treasury Warrants        2,153,750          Converted into Shares

DCAC Sponsor
DCAC Ordinary Shares   281,670                             
   6.60%

DCAC Sponsor Warrants                156,250
DCAC Sponsor Shares   3,125,000                             
 73.20%
Total                           18,060,204             
              100.00%

Estimated GIG Shareholding Structure immediately post-Completion
Shares    

    Shares 
2028
GreenBond 
2056        GIG Value                Public
GreenBond                Warrants Sponsor Warrants 
% Votes pre placing

% Votes post placing GIG Target
GIG
Shareholders Plus: Ineligible Tender buying Less: (Secondary from Greenshoe)

#        £        £        £        £        %        %
14,394,255 287,885,093 33,604,028 - 321,489,121 -        - 71.7% 61.3%
517,626 10,352,520 - - 10,352,520 -        - 2.6% 2.3% 

(1,750,000) 

(35,000,000) 

- 

- 

(35,000,000
) -        - 

-7.7%
13,161,881        263,237,613        33,604,028        -        296,841,641        -        -        74.3%        57.7%
DCAC
Shareholders DCAC Public Shareholders DCAC Public Warrant Holders DCGP as
Sponsor Placing Investors
GIG board and advisers Secondary from Greenshoe New Share issuance GreenBond
Placing Total 9.      CORPORATE GOVERNANCE


This section summarises certain information concerning the directors and GIG's
corporate governance upon Completion, to the extent such information differs
from what has been described in the DCAC IPO Prospectus.
This section does not purport to give a complete overview and should be read
in conjunction with, and is qualified in its entirety by reference to, the
relevant provisions of Guernsey law and the Articles as in force on the date
of this Circular. The Articles and other information in respect of the Company
is available on DCAC's website (www.disruptivecapitalac.com).

9.1      General


Upon Completion, DCAC will be renamed to Global InterConnection Group Limited.
DCAC was incorporated in Guernsey on 29 April 2021 as a non-cellular company
limited by shares with registered number 69150 by Fiordland GP Limited, acting
in its capacity as general partner of the Truell Intergenerational Family
Limited Partnership Incorporated (an entity affiliated with the Sponsor). GIG
Target was incorporated in Switzerland on 27 February 2019 with its registered
address at Gotthardstrasse 28, 6302 Zug, Switzerland.

9.2      Directors and management team


As of the date of this Circular, the directors of GIG Target are as follows:

Name Position

Edmund Truell Chairman 
Cédriane de Boucaud Truell   Director

The business address of each of the directors is Gotthardstrasse 28, 6302 Zug,
Switzerland.

Upon Completion, the directors of GIG will be as follows:

Name                          Position
Edmund Truell              Executive Chairman
Roger Le Tissier            Non-executive Director
Michael Ridley              Non-executive Director
Luke Webster               Non-executive Director
Dame Jennie Younger   Non-executive Director

The business address of each of the directors, other than Edmund Truell, is
First Floor, 10 Lefebvre Street, St Peter Port, Guernsey. Edmund Truell's
business address is Gotthardstrasse 28, 6302 Zug, Switzerland. The management
experience and expertise of each of the directors of the Company as of
Completion is set out below.

Edmund Truell
Edmund Truell is the CEO of the Company and executive chairman of GIG Target.
It is anticipated that he will become the executive chairman of the combined
entity. He is a director and the managing partner of Disruptive Capital GP and
of Pension Superfund and a director of Fiordland GP, which manages various
family funds, all of whom are shareholders in GIG Target. In April 2021, he
founded DCAC and listed DCAC on Euronext Amsterdam in October 2021. He has
been the CEO of DCAC since incorporation. Since inception he, his family funds
and the Truell Conservation Foundation, a UK charity, have been investors in
the DCAC Sponsor. His investment track record has a lifetime average net
realised IRR of over 30% across over £11 billion of investments across the
past 30 years of his private equity career, in either chief executive officer
or investment committee chairman roles. In 1988, he led the management buyout
of Hambro European Ventures, which he co-founded in 1987 and ran from 1993, to
form Duke Street Capital, a top ten European private equity firm, which
generated an aggregate net 31% realised IRR from its inception until its sale
in 2007. Whilst leading Duke Street Capital, in 2001 he created Duchess, the
first collateralised debt obligation fund in Europe, to raise €1 billion. In
2007, he co-founded with his late brother, Daniel Truell, the Pension
Insurance Corporation, one of the UK's largest ever start-ups. As its chief
executive officer, he developed the Pension Insurance Corporation into a
leader in the UK bulk annuity market, which now has some £50 billion in
assets and over 300,000 insured pension members. As Chairman of the London
Pension Fund Authority, a position he held from 2012 to 2015, he led the first
ever public sector pension merger, with Lancashire and Berkshire and
transformed UK public sector funds, as an architect of the £260 billion
SuperPools consolidation. He also restructured the entire management team and
transformed the asset and liability management of the London Pension Fund
Authority, notably investing in infrastructure funds as projects, including
the co-founding of GLIL, now a significant investor in renewable power, while
the funding has since improved from 53% to over 100% of liabilities. In 2018,
he co-founded the Pension SuperFund, aiming to consolidate UK private sector
pension funds across this
£2.1 trillion sector.

Roger Le Tissier
Roger Le Tissier has been a non-executive director of DCAC since 2021. Since
inception, he and his family funds have been investors in the DCAC Sponsor. He
holds a number of non-executive director positions with leading asset
managers, private equity general partners, insurance, pension companies and
charities. Previously, he was a partner of the law firm and fiduciary group
Ogier and the founder partner of Ogier, Guernsey from its inception in 1998
until 2013. He also serves as a non-executive director of Pension SuperFund,
of Disruptive Capital GP, and of Long Term Assets, all of whom are
shareholders in GIG Target, as is his family fund.

Michael Ridley
Michael Ridley is an industry veteran with over 40 years' experience in
investment banking, with focus on debt issuance, sovereigns and financial
institutions. He spent 17 years at J.P. Morgan Securities where he served on
the board of J.P. Morgan Europe Limited for seven years as well as holding the
position of Vice Chairman, Investment Banking, and Global Head of Fixed Income
Syndicate, among others. He continues to be actively involved in capital
markets through both industry associations and as an advisor to governments,
pension funds and family offices.
He has worked on governmental projects in Iceland between 1996 - 2008, notably
on major infrastructure and finance strategy and policy. Michael is also a
member of the Investment Board of the Pension Agency of Georgia, advising on
asset allocation and investment policy.

Luke Webster
Luke Webster is the CIO of the Greater London Authority, responsible for group
treasury, housing, infrastructure, and environmental investment. His major
infrastructure project experience includes leading the multi-£billion
financing of the Elizabeth Line and the Northern Line Extension. Between 2013
and 2015, he was Chief Finance and Risk Officer at the London Pensions Fund
Authority where he was the co- architect of consolidating LGPs into SuperPools
of £260 billion. In 2015, Luke co-founded GLIL which now manages £12 billion
of infrastructure investments.

Dame Jennie Younger
Jennie has over 30 years of experience working in finance, pharmaceutical
business and latterly higher education, with a strong background in Capital
Markets, Corporate Affairs, Government Relations, Corporate Responsibility and
Fundraising. As of the date of this Circular, Jennie is an Executive Director
of King's College London and King's Health Partners and a member of the
University's Senior Management Team. She was previously Vice President and
Global Head of Corporate Affairs at AstraZeneca, with responsibility globally
for all internal and external corporate affairs and communications, including
government relations. Previous roles include similar responsibility at GSK and
British Gas, and before that, as a Vice-President in Deutsche Bank.

Key Management team

Upon Completion, the key management team of GIG's divisions will consist of
the following individuals:

Name                        Position
Ian Drew                   Executive Chairman – Advanced Cables
and Atlantic SuperConnection

Matthew Truell           Technical Director – Advanced Cables and
Atlantic SuperConnection

Henry Tilbury             Corporate Finance Director – Advanced
Cables and Atlantic SuperConnection

Cédriane de Boucaud  Non-Executive Director

Christine Boyle           UK Regulatory Affairs – Advanced Cables and
Atlantic SuperConnection

Fridjon Fridjonsson     Iceland Political Advisor

Chris Sturgeon           Senior Marine Cables Adviser



The management experience and expertise of each of the key managers of GIG as
of Completion is set out below.

Ian Drew Ian joined GIG previously Atlantic SuperConnection in June 2017. Ian
previously spent twelve years as an Executive Vice President at computing from
ARM, leading on business development, marketing and strategy. Ian is a Global
Business Leader with over 25 years of experience of global leadership in the
technology industry. He also has extensive experience within marketing,
business development, strategy, investment, mergers & acquisitions and sales
experience in large FTSE and NASDAQ Companies. In addition, Ian has founded a
number of start-ups in the security and open-source industries.

Matthew Truell Matthew joined Atlantic SuperConnection in 2014, following a
Masters in Oceanography at the UK National Oceanographic Centre. He has also
consulted to Red Penguin, a leading undersea cable consultancy company, since
2019 and is, as of the date of this Circular, the Head of Power of this
company. He specialises in HVDC cables design, planning, construction and
operations; He has significant experience in the subsea power transmission
sector in renewables, interconnectors, power from shore and domestic grids
having provided technical input for the planning, engineering, installation
and maintenance of over 10,000 km of HV cable. As well as developing GIG's own
operations, he and his team provide strategic and technical support, marine
management and advice to many of the leading Transmission System Operators
(TSOs) across Europe, including RTE (the parent of RTE International) and
National Grid plc and National Grid Ventures, for example working on IFA2,
NeuConnect, Britned and Viking Link and internationally on BassLink. Matthew
Truell's father is Edmund Truell, the Executive Chairman designate of the
Company.

Henry Tilbury Henry joined Advanced Cables and Atlantic SuperConnection in
2022, and has over seven years' experience in private equity and
infrastructure investing. He is Associate Director at Disruptive Capital,
where his role focuses on analysing, structuring and managing private equity
and infrastructure investments across sectors including financial services,
digital infrastructure, healthcare, and renewable energy. Henry is a non-
executive director of REG Technologies and CSS Scotland Limited. He holds a BA
in History from University College London. 

Cédriane de Boucaud Cédriane is co-founder and a director of the Disruptive
Capital. She has 30 years' experience in venture capital, private equity and
corporate finance working in the US, Europe, Russia and Central Asia. She has
worked to fund and build businesses with a focus on turnaround of US and
former Soviet enterprises, including airlines, manufacturers and banks. She
has been involved in funding and growth for numerous companies at various
stages of development. Cédriane is a founder investor of Ptarmigan Health
Destinations SA and is, as of the date of this Circular, developing a luxury
medical rehabilitation village and hotel destination in the Swiss Alps.
Married to Edmund Truell, she is a trustee of the Truell Conservation
Foundation. Cédriane has a Masters in Public Administration (MPA) and
Bachelors degree from Cornell University.

Christine Boyle Chrissie worked in Westminster between 2011 - 2018 across
Parliament, CCHQ and a prominent Conservative think tank. For the 2015 General
Election she wrote speeches and Op-eds for then Party Chairman the Rt Hon
Grant Shapps. Over eight years primarily working in campaigning she covered
three General Elections, four national local elections, two London Mayoral
campaigns, two referendums and a leadership election. Separately she organised
training for prospective parliamentary candidates, and ran the largest
Conservative membership organisation outside the Conservatives Campaign HQ.

Fridjon Fridjonsson Fridjon is the Managing Partner at KOM PR in Iceland. He
has a long career in political campaigning in Iceland for the Independence
Party (IP) and many of its senior politicians. He has been employed as an
Information Specialist at the Ministry of Justice in Iceland, as an
independent advisor on IT and Information delivery in Washington DC, as a
campaign consultant for the IP, and as the Political Advisor to Chairman of
the IP, Bjarni Benediktsson in Parliament.

Chris Sturgeon Chris is the founder and CEO of Red Penguin. Throughout his 40
year maritime career, 30 years of which has been in the submarine cable
industry, Chris has acquired a wealth of experience in a broad range of
related disciplines both ashore and at sea. He is a master mariner with 10
years command and management experience of cable installation and maintenance
operations. 9.3      Certain mandatory disclosures with respect to
directors

 As of the date of this Circular, none of the directors of DCAC and none of
the persons that will be a director of GIG as of Completion, at any time
within the last five years:
* has had any convictions in relation to fraudulent offences;  * has been or
is a member of the administrative, management or supervisory bodies or
partner, director or senior manager (who is relevant in establishing that a
company has the appropriate expertise and experience for management of that
company) of any company at the time of any bankruptcy, receivership,
liquidation or administration of such company; or
* has received any official public incrimination and/or sanction by any
statutory or regulatory authorities (including designated professional bodies)
or has ever been disqualified by a court from acting as a director or member
of the administrative, management or supervisory bodies of any company or from
acting in the management or conduct of the affairs of any company.
9.4      Audit Committee

Upon Completion, the Audit Committee will consist of Luke Webster, Michael
Ridley and Roger Le Tissier.

9.5      Remuneration and Nominations Committee

Upon Completion, the Remuneration and Nominations Committee will consist of
Luke Webster, Michael Ridley and Jennie Younger.

9.6      Conflicts of interest

Section 162 of the Companies (Guernsey) Law, 2008, as amended provides that a
director must, immediately after becoming aware of the fact that he is
interested in a transaction or a proposed transaction with the Company,
disclose to the board the nature and extent of his interest. A disclosure is
not required in respect of a transaction or proposed transaction between a
director and the Company and/or where the transaction or the proposed
transaction is or is to be entered into in the ordinary course of the
Company's business and on usual terms and conditions. A general disclosure to
the board to the effect that a director has an interest (as director, officer,
employee, member or otherwise) in a party and is to be regarded as interested
in any transaction which may after the date of disclosure be entered into with
that party is sufficient disclosure of interest in relation to that
transaction.
Article 32.2 to Article 32.4 of the Articles provide that "32.2   Subject to
and in accordance with the Law, a director must, upon becoming aware of the
fact that he is interested in a transaction or proposed transaction with the
Company, disclose that fact to the directors.
  1.3      For the purposes of the preceding article a general
disclosure given to the directors to the effect that a director has an
interest (as director, officer, employee, member or otherwise) in a party and
is to be regarded as interested in any transaction which may after the date of
the disclosure be entered into with that party shall be deemed to be
sufficient disclosure of his interest in any such transaction or arrangement.
  1.4      Without limitation to the provisions of the Law, provided
that he has disclosed his interests in accordance with the preceding two
articles, a director, notwithstanding his office:
              (a)     may be a party to, or otherwise
interested in, any transaction or arrangement with the Company or in which the
Company is otherwise interested;
              (b)     may be a director or other officer
of, or employed by, or a party to any transaction or arrangement with, or
otherwise interested in, any body corporate promoted by the Company or in
which the Company is otherwise interested;
              (c)     shall not, by reason of his office,
be accountable to the Company for any benefit which he derives from any such
office or employment or from any such transaction or arrangement or from any
interest in any such body corporate and no such transaction or arrangement
shall be liable to be avoided on the ground of any such interest or benefit;
and
              (d)     may act by himself or his firm in a
professional capacity for the Company and he or his firm shall be entitled to
remuneration for professional services as though he were not a director of the
Company."
Article 34 of the Articles provides that, "a director may vote in respect of
any transaction, arrangement or proposed transaction or arrangement in which
he has an interest (including any interest in connection with a target company
or business which may be the subject of a Business Combination) which he has
disclosed in accordance with these articles and, if he does vote, his vote
shall be counted, and he shall be counted towards a quorum at any meeting of
the directors at which any such transaction or arrangement or proposed
transaction or arrangement shall come before the directors for consideration.
For the avoidance of doubt, if the Company intends to consummate a Business
Combination with a target or business that is affiliated with a holder of
Sponsor Shares or the directors, the remaining non-affiliated directors will,
prior to convening the Business Combination GM, either:
  (a)     obtain an opinion from an independent investment banking firm
or another independent valuation or appraisal firm that regularly provides
renders opinions on the type of target company or business that is subject to
the Business Combination that the Business Combination is fair to the Company
from a financial point of view; and/or
  (b)     procure that persons that are not affiliated to, managed by
or advised by a holder of Sponsor Shares or any Insider (or any (i) affiliate,
subsidiary or holding company of a holder of Sponsor Shares or any Insider or
(ii) person controlled by a holder of Sponsor Shares or any Insider or (iii)
any subsidiary or holding company or vehicle of a holder of Sponsor Shares or
any Insider) subscribe for new shares or interests (a) in the target or
business the subject of a Business Combination at the same time and price and
on the same terms as the Company or (b) in the Company at the same time and
price and on the same terms the Company is proposing to issue such shares or
interests to the vendors of and/or persons connected to the target or business
the subject of a Business Combination."
GIG Target is a group portfolio company, that is majority owned by Truell
Intergenerational Family Limited Partnership Incorporated, which is an entity
affiliated with the DCAC Sponsor. There is overlap in the ownership of DCAC
and the GIG Target (which is affiliated to the DCAC Sponsor) and certain
directors of DCAC are also directors of other entities involved in the
Business Combination (including as approving shareholders of DCAC and/or GIG
Target). In addition directors of DCAC and GIG Target have interests in both
the DCAC and GIG Target structures, as well as those of shareholders in DCAC
and the GIG Target, and as the holders directly or indirectly of DCAC Ordinary
Shares, DCAC Sponsor Shares, DCAC Warrants and/or shares in the GIG Target (or
related interests) may benefit differently and to a greater extent than those
persons who do not have the same or similar holdings. Matthew Truell (the
technical director of the GIG Target) is the son of Edmund Truell. Edmund
Truell and Cédriane de Boucaud Truell (a director of GIG Target) are married.
The names of the directors and office holders of DCAC and/or the DCAC Sponsor
and the details of their interests in GIG Target are set out as below:

Name                      Position        Summary Nature
of Interest at time of publication of Circular

Edmund Truell        Director/CEO of the Company and the DCAC
Sponsor              Director of:
* Disruptive Capital GP Limited;
* Fiordland GP Limited;
* The Truell Conservation Foundation;
* Disruptive Capital Investments II Limited;
* Pension SuperFund Capital Limited; and
* Disruptive Capital Renewable Energy Holding AG.
Roger Le Tissier Non-executive Director            Direct and/or
indirect interests in:
* Disruptive Capital GP Limited;
* Disruptive Capital Renewable Energy Holding AG;
* Truell Intergenerational Family LP Inc;
* Long Term Assets Limited;
* Admina Holdings Limited;
* PSF Capital Reserve L.P;
* Advanced Cables Limited;
* de Boucaud Truell Intergenerational Family LP Inc;
   * DI CIP LP; and Disruptive Capital CIP LP.
Director of:
* Long Term Assets Limited;
* Pension SuperFund Capital GP II Limited; and
* Pension SuperFund Capital Holdings Limited.
Direct and/or indirect interests in:
* DCAC;
* Disruptive Capital Renewable Energy Holding Ltd;
* Long Term Assets Limited;
* Pension SuperFund Capital Reserve LP;
* Pension SuperFund Capital GP II Limited;
* Pension Insurance Corporation Group Limited;
* Gaugamela LP;
* Telent Ltd;
   * DI CIP LP; and Disruptive Capital CIP LP.
Wolf Becke        Chairman        Direct and/or indirect
interests in;
* DCAC;
* Pension SuperFund CIP LP;
* PSF Capital Reserve L.P; and
Disruptive Capital Renewable Energy Holding AG. In order to ensure compliance
with Article 34 and Section 162 of the Companies Law:
        (i)      the directors of DCAC have disclosed their
interests in connection with the Business Combination, the matters described
in this Circular and related matters at a board meeting of the Company; and
          

       (ii)      the Company has procured a subscription for DCAC
Ordinary Shares from persons that are not affiliated to, nor have funds
managed by or advised by a holder of DCAC Sponsor Shares or any Insider (or
any (i) affiliate, subsidiary or holding company of a holder of DCAC Sponsor
Shares or any Insider or (ii) person controlled by a holder of DCAC Sponsor
Shares or any Insider or (iii) any subsidiary or holding company or vehicle of
a holder of DCAC Sponsor Shares or any Insider) to be issued at the same time
and price and on the same terms the Company is proposing to issue such shares
or interests to the vendors of and/or persons connected to the target or
business the subject of a Business Combination, save that such DCAC Ordinary
Shares will be issued for cash consideration rather than the transfer of
shares in GIG Target (the Non-Affiliate Issue). Such subscriber being Michael
Ridley, subscribing for 12,500 DCAC Ordinary Shares in aggregate representing
an aggregate value of £250,000.


In unanimously considering that the terms and conditions of the Business
Combination Agreement, the matters described in this Circular, the
transactions contemplated thereby and related matters, the DCAC Board required
each director attending and voting at the relevant meeting to declare any
conflicts of interest relating to the matters to be discussed at the meeting.
As referred to above, each director that considered that they had an actual or
potential conflict, must have informed the chair as soon as possible and
always before any discussion of the relevant matter. Such declaration must
have specified the nature and extent of any direct or indirect interest that
may have given rise to the conflict. The minute taker noted all conflicts
declared in the minutes of the meeting in which they were declared.
Edmund Truell and Roger Le Tissier have specifically declared conflicts of
interest connection with the Business Combination, the matters described in
this Circular and related matters at a board meeting of the Company.
Details of conflicts declared may be obtained upon request from the registered
office of the Company. DCAC Shareholders should also be aware of the following
potential conflicts of interest:
* none of the directors is required to commit their full time to the Company's
affairs and, accordingly, may have conflicts of interest in allocating their
time among various business activities.
* since the Sponsor and the directors may lose a significant portion of their
investment in the Company if the Business Combination is not completed, a
conflict of interest may arise in determining whether a particular target is
appropriate for a Business Combination.
* in the course of their other business activities, the directors may become
aware of investment and business opportunities that may be appropriate for
presentation to the Company as well as the other entities with which they are
affiliated. The directors may have conflicts of interest in determining to
which entity a particular business opportunity should be presented.
* the directors have negotiated employment and/or consulting agreements with
GIG Target. These agreements provide for them to receive compensation
following a Business Combination and as a result, cause them to have conflicts
of interest in determining whether to proceed with a particular Business
Combination.
* the directors may have a conflict of interest with respect to evaluating a
particular Business Combination if the retention or resignation of any such
directors was included by a target company or business as a condition to any
agreement with respect to a Business Combination.
* the directors and/or the Sponsor may set up further SPACs with securities
listed on Euronext Amsterdam and elsewhere, seeking business combinations with
target companies and businesses, so long as they are not in the renewable
energy sector.
   * upon Completion, Edmund Truell and Matthew Truell will be directors of
the Company and its subsidiaries respectively. Their relationship, i.e. Edmund
Truell is the father of Matthew Truell, may lead to a conflict in interest in
managing the Company or decision-making within the combined company.


* the directors may have a conflict of interest with respect to evaluating and
negotiating the Business Combination as certain DCAC Sponsor Shareholders hold
shares in DCAC and GIG Target. See also "Background to, and rationale for, the
Business Combination – Conflicts of interest disclosure".
In addition, the Sponsor or any of its affiliates may make additional
investments in the Company in connection with the Business Combination,
although the Sponsor and its affiliates have no obligation to do so. If the
Sponsor or any of its affiliates elect to make additional investments, such
proposed investments could influence the Sponsor's motivation to complete a
Business Combination.

9.7      Dividend Policy


As GIG matures, the GIG Board forecasts it to become highly cash generative.
Consequently, GIG intends (subject to any legal or regulatory requirements,
and the discretion of the GIG Board) to pay semi-annual dividends to the
holders of GIG Ordinary Shares, in pounds sterling, in May and November of
each year, with the first dividend expected to be paid in November 2024. The
GIG Board is planning a progressive dividend with an initial target of £0.80
per share, which based on the initial share price equates to a target dividend
yield of around 4% per annum. However the timing and amount of such payments
will depend on the profit after tax generated by the GIG Group as well as
other factors, including future operating and investment needs as well as any
relevant applicable laws, and is subject to risks and uncertainties, many of
which are beyond GIG's control, and hence is not guaranteed. From time to time
the GIG Board may, in its absolute discretion, declare a special dividend(s).

9.8      Remuneration


The Articles provide (article 30) that, unless otherwise determined by the
Company by ordinary resolution, the directors shall be entitled to such
remuneration as the directors may from time to time determine and, unless such
determination provides otherwise, the remuneration shall be deemed to accrue
from day to day. As of the date of this Circular, the management of GIG Target
enjoys a long-term management incentive plan. In connection with the Business
Combination, the current management incentive plan entitlements will be
replaced by receipt of 2,500,000 DCAC Sponsor Warrants by the entitled persons
under the management incentive plan. Such DCAC Sponsor Warrants will be
exercisable at £11.50 for DCAC Ordinary Shares over the next 10 years. Fully
diluted, this would represent approximately 9% of the GIG share capital after
Completion.
Demanding vesting terms will continue to apply to individual beneficiaries'
potential entitlements, with 20% vesting on the day of granting, 30% vesting
after 12 months, 30% vesting after 24 months and 20% vesting after 36 months.
Allocations will be made to the GIG Target Board and management, who include
related parties to DCAC Shareholders. The allocation of these DCAC Sponsor
Warrants will be under the control of the GIG Target Board. The DCAC Sponsor
Warrants in the management incentive plan may be exercised for cash, or sold
in the market prior to exercise, at the discretion of the GIG Target Board.
These former DCAC Sponsor Warrants are subject to lock-up arrangements,
dependent inter alia on the share price trading performance. Any GIG Shares
issuable upon conversion thereof may not be sold until the earlier of (A) one
year after the Completion Date or (if earlier) (B) subsequent to the Business
Combination, the closing price of the GIG Shares equals or exceeds £12.00 per
GIG Share for any 20 Trading Days within any 30 Trading Day period commencing
at least 30 Trading Days after the Business Combination Completion Date, as
the case may be. Noting that certain of the directors hold beneficially and
non-beneficially substantial interests in the Company and under the management
incentive plan, their contracts with DCAC include the following remuneration
terms:

Name                        Cash amount             
 Management incentive plan – additional grant    Other 

Michael Ridley        £75,000 per year               100,000
DCAC Sponsor Warrants                           Any further fees
in respect of committees on which he serves
Edmund Truell        £400,000, plus executive remuneration package of
pensions, health insurance, international travel, etc.    500,000 DCAC
Sponsor Warrants       Potential bonus arrangements at the discretion of
the Remuneration Committee

Roger Le Tissier        £75,000 per year        33,333 DCAC
Sponsor Warrants        Any further fees in respect of committees on
which he serves

Dame Jennie Younger        £75,000 per year            50,000
DCAC Sponsor Warrants, including management incentive plan replacement     
           Any further fees in respect of committees on which she serves

Luke Webster        £75,000 per year        33,333 DCAC
Sponsor Warrants, one off                   Any further fees in
respect of committees on which he serves



10.      RISK FACTORS


Prior to voting on the resolutions proposed to DCAC Shareholders and DCAC
Warrant Holders in this Circular, DCAC Shareholders and DCAC Warrant Holders
should carefully consider all of the information that is included or
incorporated by reference in this Circular, including but not limited to the
risk factors discussed in the section "Risk Factors" in the DCAC IPO
Prospectus, in particular the risk factors that relate to the potential
situation in which the Business Combination would not be completed. The
occurrence of any of the risks below could have a material adverse effect on
the Company's or, following Completion, on GIG's, business, financial
condition, results of operations and prospects. The trading price of the DCAC
Ordinary Shares and/or the DCAC Public Warrants could decline and a DCAC
Shareholder or a DCAC Warrant Holder might lose part or all of its investment
upon the occurrence of any such event. All of these risk factors and events
are contingencies that may or may not occur. The Company or, following
Completion, GIG, may face a number of these risks described below
simultaneously. Although the most material risk factors have been presented
first within each category, the order in which the remaining risks are
presented is not necessarily an indication of the likelihood of the risks
actually materialising, of the potential significance of the risks or of the
scope of any potential negative impact to the Company's or, following
Completion, on GIG's business, financial condition, results of operations and
prospects. While the risk factors below have been divided into categories,
some risk factors could belong in more than one category. If that is the case,
the risk factor has been included in the most appropriate category. DCAC
Shareholders and DCAC Warrant Holders should carefully consider all of the
risk factors set out in this section. Although the Company believes that the
risks described below are the material risks concerning the Company's or,
following Completion, GIG's, business and industry, and the DCAC Ordinary
Shares and the DCAC Warrants, they are not the only risks relating to the
Company or, following Completion, GIG, and the DCAC Ordinary Shares and/or the
DCAC Warrants. Other risks, events, facts or circumstances not presently known
to the Company or that the Company currently deems to be immaterial could,
individually or cumulatively, prove to be important and may have a significant
negative impact on the Company's or, following Completion, GIG's, business,
financial condition, results of operations and prospects.

RISKS RELATING TO THE TRANSACTION

1.   The DCAC Sponsor, its affiliates and/or certain directors are
affiliated with GIG Target and accordingly have a conflict of interest in
determining whether GIG Target is an appropriate and suitable target for the
business combination and in general.


As of the date of this Circular, the DCAC Sponsor, certain directors of the
DCAC Sponsor and DCAC and certain of their affiliates and related officers are
shareholders (directly or indirectly) and/or directors of GIG Target and/or
have interests in the GIG Target Group. Therefore, they have conflicts of
interest in determining whether GIG Target is an appropriate target for DCAC
and in negotiating the Business Combination. It may be unclear for DCAC
Shareholders and DCAC Warrant Holders which interest, i.e. DCAC's interest or
GIG Target's interest, such conflicted person is pursuing when evaluating and
negotiating the Business Combination. This conflict of interest may lead to
the Business Combination being completed on less favourable terms for DCAC,
GIG Target or both. In addition, the fact that the Business Combination
involves two related parties may negatively affect the market's and investors'
perception of GIG Target or DCAC and therefore negatively affect GIG Target's
or DCAC's reputation. This may lead to DCAC being less attractive for
investors, which in turn may negatively affect the liquidity and price of
DCAC's Ordinary Shares and DCAC Warrants. In considering the recommendations
of the DCAC Board to vote for the proposed resolutions at the EGM and Warrant
Holder Meeting, DCAC Shareholders and DCAC Warrant Holders should consider
these interests.
GIG Target is a group portfolio company, which is majority owned by Truell
Intergenerational Family Limited Partnership Incorporated, which is an entity
affiliated with the DCAC Sponsor. There is overlap in the ownership of DCAC
and the GIG Target (which is affiliated to the DCAC Sponsor) and certain
directors of DCAC are also directors of other entities involved in the
Business Combination (including as approving shareholders of DCAC and/or GIG
Target). In addition, directors of DCAC and GIG Target have interests in both
the DCAC and GIG Target structures, as well as those of shareholders in DCAC
and the GIG Target, and as the holders directly or indirectly of DCAC Ordinary
Shares, DCAC Sponsor Shares, DCAC Warrants and/or shares in the GIG Target (or
related interests) may benefit differently and to a greater extent than those
persons who do not have the same or similar holdings. Matthew Truell (the
technical director of the GIG Target) is the son of Edmund Truell. Edmund
Truell and Cédriane de Boucaud Truell (a director of the GIG Target) are
married.
More generally, the conflicted parties are expected to hold 68.9% of the GIG
Shares following Completion. Consequently, the conflicted parties will as of
Completion be in a position to exert substantial influence on the strategy and
growth of the Company, which may delay postpone or prevent transactions that
might be advantageous for other GIG Shareholders as the interest pursued by
the conflicted parties could differ from the interests of the other GIG
Shareholders.

2.   The impact of the Repurchase Offer and the Stub Repurchase Offer,
together with the DCAC Sponsor agreeing to vote in favour of the Business
Combination, regardless of how other DCAC Shareholders vote, is likely to
result in the Business Combination being approved.


In connection with the Business Combination, the DCAC Sponsor has agreed to
vote its DCAC Ordinary Shares and DCAC Sponsor Shares in favour of the
Business Combination. On the date of this Circular, and taking into account
the anticipated effect of the Repurchase Tender Offer and the Stub Equity
Tender Offer, and noting the circularity of the calculations and the problems
caused by Ineligible Tenders under the Repurchase Tender Offer, the DCAC
Sponsor has 79.8% of the voting rights by owning certain outstanding DCAC
Ordinary Shares and DCAC Sponsor Shares. In addition, GIG Target is expected
to hold 10.82% of the voting rights.
Accordingly, it is almost certain that the necessary DCAC Shareholder approval
for the Business Combination will be received.

3.   If the Warrant T&Cs will be amended in connection with the Business
Combination and in accordance with the proposed resolutions, DCAC Warrant
Holders may receive less return for their DCAC Public Warrants in case such
DCAC Warrant Holder does not exercise its DCAC Public Warrants prior to
Completion.


If the proposed resolutions are adopted by the DCAC Shareholders and DCAC
Warrant Holders, the Warrant T&Cs will be amended. As a result, DCAC Warrant
Holders may exercise their DCAC Public Warrants immediately upon approval of
the New Warrant T&Cs, and accordingly prior to Completion. Upon exercise of
their DCAC Public Warrants prior to Completion, DCAC Warrant Holders will,
against payment of £11.50, receive one DCAC Ordinary Share priced at £20.00
and GreenBonds to the value/priced of £5.00. Furthermore, if the proposed
resolutions are adopted by the DCAC Shareholders and DCAC Warrant Holders,
upon Completion, DCAC shall redeem and extinguish all DCAC Public Warrants, to
the extent not exercised prior to Completion, and DCAC Warrant Holders will
receive 0.361 DCAC Ordinary Share per DCAC Public Warrant (i.e. as of the date
of this Circular, the redemption period included in the Warrant T&Cs will be
removed). DCAC Warrant Holders should therefore note that if the proposed
resolutions are adopted (i) their DCAC Public Warrants will be redeemed by
DCAC if they do not exercise their DCAC Public Warrants before Completion and
(ii) the return in case of the redemption is significantly lower than in case
of exercise prior to Completion. Considering that the DCAC Sponsor has agreed
to vote in favour of the Business Combination, which includes among other
things the amendments to the Warrant T&Cs (see also "Risk Factors – The
impact of the Repurchase Offer and the Stub Repurchase Offer, together with
the DCAC Sponsor agreeing to vote in favour of the Business Combination,
regardless of how other DCAC Shareholders vote, is likely to result in the
Business Combination being approved."), DCAC Warrant Holders should note that
the Warrant T&Cs will most likely be amended. Consequently, the return DCAC
Warrant Holders will receive for their DCAC Public Warrants will differ
depending on whether they exercise their DCAC Public Warrants prior to
Completion or whether their DCAC Public Warrants will be redeemed by the
Company upon Completion. DCAC Warrant Holders should consider this discrepancy
between exercise and redemption of DCAC Public Warrants when voting on the
proposed resolutions and deciding whether to exercise their DCAC Public
Warrants prior to Completion or to await redemption upon Completion.

4.   The Repurchase Offer and Stub Repurchase Offer were beset by
reconciliation issues.


The Repurchase Offer process and issues of reconciliation led to certain
Ineligible Tenders. Whilst it has been difficult, costly and time consuming to
reconcile tenders, the totality of tenders would have suggested that there
were 440,901 more DCAC Ordinary Shares in public issue than was actually the
case. Indeed a late tender under the Stub Repurchase Offer would suggest that
this number is some 517,325 more DCAC Ordinary Shares in public issue than was
actually the case. In respect of invalid tenders where the DCAC Board was of
the reasonably formed opinion that the DCAC Ordinary Shareholder had
inadvertently made an administrative error and had admitted to the same, the
DCAC Board instructed its agents to engage with those DCAC Ordinary
Shareholders to see if a reasonable accommodation can be made, as long as such
DCAC Ordinary Shareholders bear the time and out of pocket costs associated
with the reconciliation exercise so as not to disadvantage other DCAC
Shareholders. Further consideration is being given to the status of DCAC
Ordinary Shares that were tendered, but which tenders have been declared
ineligible, noting inter alia Clause 5.12 and 8.1 of the Repurchase Offer
document. Whilst the Repurchase Offer document contains proposals to address
such Ineligible Tenders, there is no guarantee that the outstanding matters
can be resolved to mutual satisfaction, or at all, and notwithstanding there
are no grounds for doing so, certain Ineligible Tenders may be rescinded or
attempts made to force their acceptance.

5.   The implementation of the Business Combination is subject to
satisfaction or waiver, where applicable, of a number of conditions.


Even if the proposed resolutions are adopted by the DCAC Shareholders and the
DCAC Warrant Holders, specified conditions must be satisfied or waived before
the parties to the Business Combination Agreement are obligated to complete
the Business Combination. For example, certain tax and regulatory clearances
need to be obtained and the management incentive plan needs to be amended. For
a list of the material closing conditions contained in the Business
Combination Agreement, see also "Business Combination – Conditions
Precedent"). DCAC and GIG Target may not satisfy all of the Completion
conditions in the Business Combination Agreement. If the Completion conditions
are not satisfied or waived, the Business Combination will not occur, or will
be delayed pending later satisfaction or waiver, and such delay may cause DCAC
and GIG Target to each lose some or all of the intended benefits of the
Business Combination.

6.   Since the DCAC Sponsor and the members of the DCAC Board have
interests that are different, or in addition, to (and which may conflict
with), the interests of the DCAC Ordinary Shareholders or DCAC Warrant
Holders, a conflict of interest may have existed or continues to exist in
determining whether the Business Combination with GIG Target is appropriate.


When DCAC Ordinary Shareholders and DCAC Warrant Holders are considering the
recommendation of the DCAC Board to vote in favour of the proposals presented
at the EGM and DCAC Warrant Holder Meeting, DCAC Ordinary Shareholders and
DCAC Warrant Holders should take into account that the DCAC Sponsor and the
members of the DCAC Board have interests in such proposal that are different
from, or in addition to (which may conflict with), those of the DCAC Ordinary
Shareholders and the DCAC Warrant Holders generally. Such interests include
that (i) the DCAC Sponsor and the members of the DCAC Board may lose some or
all of their investment in DCAC if no business combination will be completed
by 11 April 2024. See also "Risk Factors – The DCAC Sponsor, its affiliates
and/or certain directors are affiliated with GIG Target and accordingly have a
conflict of interest in determining whether GIG Target is an appropriate and
suitable target for the business combination" and (ii) the DCAC Sponsor will
benefit from the completion of a business combination and so may be
incentivised to complete the Business Combination, even if it is with a less
favourable target company or on less favourable terms to DCAC Ordinary
Shareholders or DCAC Warrant Holders, rather than to liquidate DCAC.
The DCAC Board is aware of and considered these interests, among other
matters, in evaluating and negotiating the Business Combination Agreement and
in recommending to the DCAC Ordinary Shareholders and DCAC Warrant Holders
that they vote in favour of the proposals presented at the EGM and DCAC
Warrant Holder Meeting, including the Business Combination proposal. DCAC
Ordinary Shareholders and DCAC Warrant Holders should take these interests
into account in deciding whether to approve the proposals presented at the EGM
and the Warrant Holder Meeting, including the Business Combination proposal.
The foregoing interests present a risk that the DCAC Sponsor and its
affiliates and/or the directors of DCAC and/or the GIG Target will benefit
from the completion of a business combination, including in a manner that may
not be aligned with the interests of the DCAC Ordinary Shareholders and DCAC
Warrant Holders. As such, the DCAC Sponsor may be incentivised to complete an
acquisition of a less favourable target company or on terms less favourable to
DCAC Ordinary Shareholders or DCAC Warrant Holders rather than to liquidate
DCAC.
The personal and financial interests of the DCAC Sponsor, as well as one or
more members of the DCAC Board, may have influenced their motivation in
identifying and selecting the GIG Target Group as a business combination
target and completing a business combination with GIG Target. In considering
the recommendations of the DCAC Board to vote for the proposed resolutions at
the EGM and Warrant Holder Meeting, DCAC Ordinary Shareholders and DCAC
Warrant Holders should consider these interests.

7.   The exercise of discretion by the members of the DCAC Board in
agreeing to changes in the terms of the Business Combination, or waivers of
conditions, may result in a conflict of interest when determining whether such
changes to the terms of the Business Combination or waivers of conditions are
appropriate and in the DCAC Ordinary Shareholders' or DCAC Warrant Holders'
best interests.


Prior to Completion, events may occur that, pursuant to the Business
Combination Agreement, would require DCAC to agree to amend the Business
Combination Agreement, to consent to certain actions intended or proposed to
be taken by GIG Target or to waive rights that DCAC has under the Business
Combination Agreement. Such events could arise because of changes in the GIG
Target Group's business, a request by GIG Target to undertake actions that
require DCAC's consent under the Business Combination Agreement or the
occurrence of other events that would have a material adverse effect on the
GIG Target Group's business and would entitle DCAC to terminate the Business
Combination Agreement. In any such circumstances, it would be at DCAC's
discretion, acting through the DCAC Board, to agree to any such amendment of
the Business Combination, to grant its consent to such a request or to waive
any such rights. The existence of financial or personal interests of one or
more of the members of the DCAC Board described in "Risk Factors – The DCAC
Sponsor, its affiliates and/or certain directors are affiliated with GIG
Target and accordingly have a conflict of interest in determining whether GIG
Target is an appropriate and suitable target for the business combination" may
result in a conflict of interest on the part of such member of the DCAC Board
between what he, she or they may believe is best for DCAC, the DCAC
Shareholders and DCAC Warrant Holders and what he, she or they may believe is
best for himself, herself or themselves in determining whether or not to take
the requested action or waive rights. As of the date of this Circular, DCAC
does not foresee that there will be any such amendments, changes or waivers
that DCAC would be likely to make. While certain changes could be made without
further approval of a general meeting of DCAC, DCAC intends to circulate a new
or amended circular if changes in the terms of the Business Combination or
waivers of conditions have a material adverse impact on the position of the
DCAC Shareholders and/or DCAC Warrant Holders.

8.   DCAC and GIG Target will incur significant transaction-related costs
in connection with the Business Combination.


DCAC and GIG Target have both incurred and expect to incur significant costs
in connection with completing the Business Combination. Certain transaction
expenses incurred in connection with the Business Combination, including
legal, financial, accounting, tax, consulting, investment banking and other
fees, expenses and costs, will be for the account of, or paid by, the party
incurring such fees, expenses and costs, or otherwise paid by DCAC following
Completion.
DCAC and GIG Target entered into an option agreement, whereby DCAC has paid
GIG Target SwFr 25,000 as a payment for the exclusive option to acquire GIG
Target for SwFr 370 million and made a refundable advance of SwFr 900.000 to
meet the costs and expenses of GIG Target. For the benefit of DCAC, this is
structured as being offset against the total consideration to be paid in
connection with the Business Combination, if not repaid, but is forfeit if the
Business Combination is not approved.
Furthermore, certain additional transaction-related costs will be for the
account of DCAC if the Business Combination would fail. DCAC and GIG Target
may also incur unanticipated costs associated with the Business Combination
and these unanticipated costs may have an adverse impact on the results of
operations of GIG Target following Completion. DCAC and GIG Target cannot
provide assurance that the benefits of the Business Combination will offset
the incremental transaction costs in the near term, if at all. As of the date
of this Circular, DCAC estimates that transaction expenses will be
approximately £1 million excluding brokerages commissions, excluding any
investment banking fees due in connection with the placing of the
GreenBonds.9.   The due diligence investigation performed by DCAC in
connection with the Business Combination may not have revealed all relevant
issues and liabilities.


Even though DCAC conducted a due diligence investigation with the assistance
of external advisers of the GIG Target Group's business, DCAC cannot be sure
that this due diligence investigation uncovered all material issues that may
be present inside the GIG Target Group's business, or that it would be
possible to uncover all material issues through a customary amount of due
diligence, or that factors outside the GIG Target Group's business and outside
of its control will not later arise. If DCAC's due diligence investigation of
the GIG Target Group's business was inadequate, then following the Business
Combination, DCAC Shareholders and DCAC Warrant Holders could lose some or all
of their investment.
Whilst conducting due diligence and assessing a potential acquisition, DCAC
was required to rely on information provided by the GIG Target Group, third
party investigations and public sources. DCAC relied on this information for
the evaluation of the GIG Target Group's business model and for the formation
of the estimates and projections of potential future performance underlying
its decision to enter into the Business Combination Agreement. There can be no
assurance, however, that the due diligence investigation undertaken with
respect to the GIG Target Group has revealed all relevant facts that may be
necessary to fully and accurately evaluate the GIG Target Group, which
evaluation includes, among other things, a fair determination of the
consideration payable by DCAC in connection with the Business Combination, or
to formulate a business strategy.
Furthermore, the information provided during the due diligence efforts may
have been incomplete, inadequate or inaccurate or DCAC may have misunderstood
the information provided. If DCAC was provided with incomplete, inadequate,
inaccurate information or if it misunderstood information, its assumptions and
estimates relating to the merits, risks and opportunities of the Business
Combination may be inaccurate. In addition, if the due diligence investigation
has failed to correctly identify material issues and liabilities that may be
present in the GIG Target Group, or if DCAC considers such material risks to
be commercially acceptable relative to the opportunity, and DCAC proceeds with
the Business Combination, DCAC may subsequently incur substantial impairment
charges or other losses, effectively meaning that DCAC's assessment of the
Business Combination or the value range of the GIG Target Group turns out to
be incorrect.
In addition, following Completion, the GIG Target Group may turn out to be
subject to significant, previously undisclosed liabilities that were not
identified during the due diligence efforts of DCAC and which could contribute
to poor operational performance, undermine any attempt to restructure, operate
and/or grow the GIG Target Group's business in line with DCAC's expectations
and may materially and adversely affect the GIG Target Group's business,
financial condition, results of operations and prospects, with a consequential
adverse effect on income and capital returns to GIG Shareholders and the
market value of the GIG Shares.

RISKS RELATING TO GIG TARGET'S BUSINESS AND INDUSTRY

10.   The GIG Target Group has a limited operating history, and investors
have a limited basis on which to evaluate the GIG Target Group's ability to
achieve its objectives.


GIG Target was created in 2018, amalgamating businesses founded between 2013
and 2020, and therefore has a limited operating history and there is limited
meaningful operating or financial data with which to evaluate the GIG Target
Group and its performance. As such, investors have a limited basis on which to
evaluate the GIG Target Group's ability to achieve its strategic objectives
and provide a satisfactory investment return. There can be no assurance that
the GIG Target Group will be able to achieve its strategic objectives. See
also "Business – Strategic Objectives" and "Risk Factors – There can be no
guarantee that the GIG Target Group will achieve its strategic objectives or
that investors will get back the full value of their investment". Past
performance of the GIG Target Group should not be taken as a guide to the GIG
Target Group's future performance.
In considering the prior performance of the GIG Target Group, the subsidiary
management, its affiliates and any of their respective personnel, prospective
investors should bear in mind that the information contained in this Circular
is not indicative of the future performance of the GIG Target Group and that
there can be no assurance that the GIG Target Group will achieve comparable
results or be able to avoid losses.
The GIG Target Group's returns and operating cash flows will continue to
depend on many factors, including the price and performance of its
investments, the cash flow out of joint ventures into the GIG Target Group to
service its borrowings, to pay dividends and to make new investments, the
availability of investment opportunities falling within the GIG Target Group's
strategic objectives, policy and macro-economic factors and the GIG Target
Group's ability to successfully operate its business and execute its
investment strategy. Any failure by the GIG Target Group to do so may
adversely affect the GIG Target Group's business, financial condition, results
of operations and prospects, with a consequential adverse effect on income and
capital returns to GIG Shareholders and the market value of the GIG Shares.

11.   The GIG Target Group's business partly relies on the transmission of
renewable energy from Iceland to the UK. The GIG Target Group's profitability
would be materially and adversely affected if the respective governments do
not need, allow or support the transmission of renewable energy from Iceland
to the UK.


Atlantic SuperConnection intends to transmit geothermal and hydroelectric
energy generated in Iceland to the UK. This part of the GIG Target Group's
business is therefore dependent on the governments of the UK and Iceland for
the core of its business. Atlantic SuperConnection depends on these
governments for obtaining requisite permits and approvals for the
interconnector business. See also "Risk Factors – The GIG Target Group may
fail to obtain or renew or may experience material delays in obtaining
requisite governmental or other relevant approvals, licenses, permits or
certificates for the conduct of its business, which could have a material
adverse effect on the GIG Target Group's business, financial conditions,
results of operations and prospects.".
In addition, Atlantic SuperConnection depends on the government of the UK's
views on reliance on other countries for sources of (renewable) energy. With
the increased focus on climate change and the growing issues surrounding
energy security following Russia's invasion in Ukraine, the government of the
UK may, at some point, wish to be able to generate sufficient renewable energy
by itself. In such case, the UK may no longer desire to purchase the renewable
energy from Iceland, supplied by the GIG Target Group and demand for Atlantic
SuperConnection's products and services could significantly decrease, thereby
also affecting the business, financial condition, results of operations and
prospects of the GIG Target Group, with a consequential adverse effect on
income and capital returns to GIG Shareholders and the market value of the GIG
Shares. Atlantic SuperConnection furthermore depends on the willingness of the
government of Iceland to export its renewable energy. If Iceland, at some
point, desires not to export such renewable energy as required by Atlantic
SuperConnection, the supply-side of Atlantic SuperConnection could be
significantly affected and it may be difficult or impossible for Atlantic
SuperConnection to retrieve sufficient renewable energy from other sources to
transmit to the UK. See also "Risk Factors – The GIG Target Group has a
concentrated business model, in terms of suppliers, investments, products
offered, geographical focus and customers.". In such case, the business,
financial condition, results of operations and prospects of the GIG Target
Group could be affected, with a consequential adverse effect on income and
capital returns to GIG Shareholders and the market value of the GIG Shares.
Furthermore, governments in many countries, including in the UK and Iceland,
support the transition to renewable energy and such support has been a
significant contributing factor in the growth of the renewable energy
industry. Support for investments in renewable energy is typically provided
through legislation, financial incentive schemes or public grants, for example
through mandating electric vehicles, subsidising tariffs on power generated by
renewable energy sources or tax incentives promoting investments in renewable
energy. Should uncertainty around legislative support or financial incentives
arise or, to the extent already existing, continue, the GIG Target Group could
experience decrease in its order intake.
Although the countries that represent the GIG Target Group's core market have
set NetZero goals for target dates between 2030 and 2050, not all relevant
decisions have been taken yet. Therefore, it is uncertain how government
policies of the UK and Iceland or any other relevant market for the GIG Target
Group already or will affect the market for renewable energy if and when
current policies expire. Governmental approvals or support could also be
reduced or eliminated, for example, as a result of political shifts.
With the increased focus on climate change and the growing issues surrounding
energy security following Russia's invasion in Ukraine, there is a much
greater public and political interest in a far broader range of renewable
energy sources, including solar, wind, biomass and tidal energy, biofuels and
nuclear power. This broadening focus, coupled with the drive in many countries
for diversification of energy sources means that these energy sources are all
competing for government support and a prioritised focus, which may have an
adverse impact on the level of regulatory support, permissions or subsidy
allocation that may have otherwise been available to the segment the GIG
Target Group operates in.
Any refusal, decrease or withdrawal of governmental support and changes to or
abolition of any incentives could materially and adversely affect the demand
for the products and services of the GIG Target Group and therefore its
business, financial condition, results of operations and prospects, with a
consequential adverse effect on income and capital returns to GIG Shareholders
and the market value of the GIG Shares. In addition, as more energy sources
are competing for governmental support, this support could be withdrawn or not
granted more quickly than expected. This could have a material negative impact
on the number and size of projects started and therefore also materially and
adversely affect the business, financial condition, results of operations and
prospects of the GIG Target Group, with a consequential adverse effect on
income and capital returns to GIG Shareholders and the market value of the GIG
Shares.

12.   Fluctuations in the prices of renewable energy produced outside of
Iceland, in the prices of other sources of energy and/or in the prices of raw
materials could adversely impact the cost competitiveness of (part of) the GIG
Target Group's products and services.


The demand for the renewable energy transmitted by the GIG Target Group could
be significantly affected by the costs and quantity of renewable energy
generated outside of Iceland and/or from other sources. Although Iceland
generates cheap renewable energy, such energy produced elsewhere at a
significantly lower price or higher quantity than current levels could have a
material adverse effect on the competitiveness of the GIG Target Group, as
purchasers may prefer to purchase such renewable energy elsewhere, as a result
of which the demand for the energy transmitted by the GIG Target Group might
decrease. Furthermore, if, potentially as a result of technological
developments, the prices of other sources of energy, such as solar, wind,
biomass and tidal energy, biofuels and nuclear power, are significantly lower
than the prices for hydroelectric and geothermal energy as transmitted by the
GIG Target Group, purchasers may prefer to purchase energy generated from such
other sources and/or may prefer to develop systems relating to other sources
of energy, taking advantages of the drop in prices. For instance, there could
be a breakthrough in the production of nuclear fusion, as a result of which
this product could compete with the hydroelectric and geothermal energy as
transmitted by the GIG Target Group. If such breakthrough takes place, the
demand for the energy transmitted by the GIG Target Group and the
interconnector in general could decline, for instance because nuclear fusion
power will be generated in the UK or will not be needed to be transmitted
through interconnectors such as developed by Atlantic SuperConnection, thereby
as of the date of this Circular, significantly impacting the demand for the
solutions provided by the GIG Target Group. These and other sources of
renewable energy may materially and adversely affect the competitiveness of
and demand for (part of) the products and services provided by the GIG Target
Group and may affect its business, financial condition, results of operations
and prospects, with a consequential adverse effect on income and capital
returns to GIG Shareholders and the market value of the GIG Shares. In
addition, the primary raw materials that the GIG Target Group uses for its
products are aluminium, complex plastics, glass, aramid fibres and steel.
Fluctuations in the prices of these raw materials and/or restrictions in
supply, could have a material adverse effect upon the GIG Target Group's input
costs and/or its ability to fulfil contracted orders and ultimately on the GIG
Target Group's business, financial condition, results of operations and
prospects, with a consequential adverse effect on income and capital returns
to GIG Shareholders and the market value of the GIG Shares.

13.   The GIG Target Group has a concentrated business model, in terms of
suppliers, investments, products offered, geographical focus and customers.


The GIG Target Group specialises in manufacturing HVDC cables, developing
interconnectors and providing consultancy services with respect to the broader
(renewable) energy market, which fall within a narrowly defined product
category offered, with principal use in the energy sector. This
disproportionately exposes the GIG Target Group to shocks in demand for the
energy sources requiring HVDC cables and/or interconnectors, compared to more
diversified companies. In addition, the GIG Target Group supplies its products
and services in various countries including, among others, the UK and Iceland.
However, due to the geographic location of these countries, the entire
customer base of the GIG Target Group is as of the date of this Circular
exposed to any adverse developments that are specific to North-Western Europe,
such as economic downturns or changes in policy on a European level. See also
"Risk Factors – The GIG Target Group's operations and investments are
impacted by (geo)political, (macro)economic and social factors affecting the
GIG Target Group".
In addition, part of the GIG Target Group's customers consist of utility
companies, other energy companies and engineering, procurement and
construction contractors which all operate in the energy business. If there
are any adverse developments in relation to those categories of companies, for
instance due to a shock in energy prices, the GIG Target Group may be
disproportionally adversely affected by such shock compared to more
diversified companies.
As the GIG Target Group's products and services are concentrated in terms of
product segment, geographic focus and customers, the GIG Target Group cannot
rely on other business segments to maintain revenue and cash flows. Therefore,
the effect of such shock could have a material and adverse effect on the
business of the GIG Target Group, to an even larger extent than would be the
case for more diversified companies. If any of the other risks relating to the
GIG Target Group, including those that are described in this section,
materialise, the negative impact on the business thereof can be larger than
for more diversified companies.

14.   The GIG Target Group's operations and investments are impacted by
(geo)political, (macro)economic and social factors affecting the GIG Target
Group.


The GIG Target Group has operations primarily in the UK and Iceland, with a
Swiss headquarters, and primarily expects to sell its products across Europe.
It is intended to develop global markets and to invest in assets on a global
basis. See also "The GIG Target Group's Business – Strategic Objectives".
The GIG Target Group's operations and investments will be exposed to various
(geo)political, (macro)economic and/or social risks inherent in investing and
doing business abroad, such as changes in international and local governmental
regulations, trade restrictions, tariffs, laws and other barriers (including
those relating to taxes), currency exchange rate fluctuations that might
affect the value of investments and/or result in increased transaction costs,
interest rate changes, heightened or lessened competition, (high rates of)
inflation, reduced economic growth or recession, repatriation of earnings and
profits, the potential for nationalisation of enterprises or governmental
policies favouring local production, renegotiation or nullification of
existing agreements, currency restrictions, differing protections for
intellectual property and enforcement thereof and divergent environmental laws
and regulations. Furthermore, political, military, economic and social
instability, such as wars, military actions, sabotage or terrorist attacks,
could negatively affect the operations of GIG Target Group. Examples of recent
events that exposed the GIG Target Group to macroeconomic and/or geopolitical
risks include the UK's withdrawal from the European Union, the COVID-19
pandemic and Russia's invasion in Ukraine, as these events significantly
increased the macroeconomic uncertainty, both in the UK and globally. In
common with other businesses, such macroeconomic uncertainty may have
increased the cost and difficulty of raising debt and equity capital.
The abovementioned events are not in the control of the GIG Target Group and
may impact the GIG Target Group's performance. The GIG Target Group may
experience negative impacts from periods of economic slowdown and recession
and corresponding declines in the value of Advanced Cables, Atlantic
SuperConnection and/or GIG Services.
In addition, the GIG Target Group's business and operations depend principally
upon conditions prevailing in the energy industry specifically. Demand for
renewable energy solutions can be negatively affected by a number of political
and economic factors beyond the GIG Target Group's control, including, but not
limited to, fluctuations in worldwide demand for energy, fluctuations in
energy prices, adverse changes in political and economic conditions in areas
where energy is generated or exploited or where owners or exploiters of energy
sources are located, disappointing results from energy generators or
exploiters and the introduction of new regulatory restrictions.
The occurrence of any of these events could cause the GIG Target Group's costs
to rise, limit growth opportunities or have a negative effect on the GIG
Target Group's operations and ultimately on GIG Target's fair value, its
dividend yields and/or on the GIG Share price. In the geopolitically sensitive
energy market, the degree to which these risks materialise may be higher than
in other sectors, due to, for example, price caps on energy or fuel prices,
windfall taxes and restrictions on import and export of fuels and of energy.

15.   The GIG Target Group's operations and investments can be affected by
increasing competition from new and existing industry participants, resulting
in pressure on pricing of products, services and investments and on the
availability of suitable investment opportunities, ultimately reducing
(investment) returns.


As of the date of this Circular, the GIG Target Group considers there to be
only a limited number of companies as its competitors in the HVDC cable
manufacturing market. These companies include Sumitomo and LS Cables in the
Far East and NKT, Prysmian and Nexans in Europe. The competitive environment
in the industry may, however, become more challenging in the years ahead if
these competitors significantly expand their capacity and/or large industrial
groups enter the market, leveraging their financial and market power and
economies of scale. For example, the GIG Target Group are already aware of
plans by Hellenic Cables and by Chinese groups to enter the HVDC cable
manufacturing market, and Nexans and NKT have both announced expansion plans.
The GIG Target Group's current market position could be undermined by any
product innovation, customisation and reduction in pricing that might result
from increased competition since such competitors would be looking for a way
to attract customers with increasingly competitive terms. The GIG Target
Group's current market position in relation to Atlantic SuperConnection and
its projects could be undermined by increased competition, since such
competitors would be looking for a way to build competing projects. This may
result in additional competitive pressure on the position of the GIG Target
Group, which could have a material adverse effect on the GIG Target Group's
business, results of operations, financial conditions or prospects, with a
consequential adverse effect on income and capital returns to GIG Shareholders
and the market value of the GIG Shares.
In addition, with respect to the HVDC cable manufacturing market, the GIG
Target Group provides only a part of a comprehensive solution in the
respective value chain. There may emerge competitors with a more comprehensive
product offering. Customers may increasingly desire to reduce the number of
parties involved, as a result of which the preference for a one-stop solution
may increase. This may result in additional competitive pressure on the
position of the GIG Target Group, which could have a material adverse effect
on the GIG Target Group's business, results of operations, financial
conditions or prospects, with a consequential adverse effect on income and
capital returns to GIG Shareholders and the market value of the GIG Shares.
With respect to the GIG Target Group's investment opportunities, the GIG
Target Group is likely to compete with well-established companies, private
investment funds, institutional investors, various types of financial
institutions and their affiliates, family groups and wealthy individuals, some
or all of which may be more established or have greater financial, technical
or other resources than the GIG Target Group. These organisations and
individuals may invest in promising opportunities before the GIG Target Group
and the joint venture investments in which it invests are able to do so, or
their competitive offers to invest may drive up prices of prospective
investments, thereby limiting suitable investment opportunities for the GIG
Target Group or the joint venture investments in which it invests. Such
competition can create significant upward pressure on pricing, thereby
reducing the potential investment returns. Competition may also limit the
subsidiary management's, any adviser and consultant's or the relevant
management's bargaining position and access to information relating to the
potential investment. Further, the subsidiary management and any adviser and
consultant may expend significant resources and may incur significant costs in
relation to potential investments for the GIG Target Group which do not
proceed to completion. Such costs will be borne by the GIG Target Group and
may not necessarily be recoverable, particularly if the bid for the investment
is unsuccessful or if the investment is not completed in full for any other
reason.
In addition, situations may arise in which the GIG Target Group, the
subsidiary management or any manager appointee may be required to enter into
certain non-compete or similar exclusivity arrangements with third parties in
order to avoid the acquisition of operational investments which could compete
with other operational investments held, or previously held, by the GIG Target
Group. While appropriate protections will typically be sought to limit the
scope of such non-compete or exclusivity arrangements (for example, by
limiting any non-compete or similar exclusivity arrangements by duration, to
specifically identified companies and/or according to specific criteria such
as business sector or industry, geographical scope of business operations,
and/or size of business operations), such non-compete or similar exclusivity
arrangements may nonetheless have the effect of restricting the ability of the
GIG Target Group to pursue certain investment opportunities which may
otherwise have been considered as potentially suitable for the GIG Target
Group. A further risk lies in the nature of the GIG Target Group's deployment
strategy, pursuant to which where the GIG Target Group has made an investment
in a joint venture investment and does not make follow-on investments in such
joint venture investment, this would have the effect of diluting the GIG
Target Group's original investment. While the subsidiary management will do
its best to ensure the efficient deployment of the GIG Target Group's capital,
there can be no guarantee it will meet its intended deployment schedule.
The crystallisation of the risks above could have an adverse effect on the GIG
Target Group's ability to pursue its strategic objectives and, in turn, could
have an adverse effect on the GIG Target Group's business, financial
condition, results of operations and prospects, with a consequential adverse
effect on income and capital returns to GIG Shareholders and the market value
of the GIG Shares.

16.   The GIG Target Group's business and results of operations are partly
dependent on the strength of its reputation and the reputation of its
partners. Any damage to the reputation of the GIG Target Group or its partners
may result in customers not awarding the GIG Target Group their future
business or loss of the opportunity to bid for future business.


The GIG Target Group intends to work through a series of partnerships or
joint-venture structures. The GIG Target Group's success and results of
operations depend significantly on the strength of its reputation, as well as
the reputation of its partners. The GIG Target Group attracts and will retain
business partly as a result of its reputation, and the trust that was built in
the past. The reputation of the GIG Target Group and its partners is dependent
on a number of factors and may be damaged by, among other things, failed
projects, non-compliance with regulations or business principles, health and
safety issues (particularly accidents that result in death or severe injury),
customer, supplier and employee issues or actions, litigation, employee
misconduct, difficulties in operational or financial management, disputes,
scandal, negligence, fraudulent act or other negative publicity, irrespective
of whether all these types of negative publicity relate to the GIG Target
Group or the sector as a whole.
Any material defect in the HVDC cables produced by Advanced Cables and used
for the transmission of renewable energy or any calamity that may arise with
respect to the GIG Target Group's products or services and the resulting
negative perception towards the solutions offered by the GIG Target Group
could shift demand away from such products towards other solutions, including
a shift towards alternative sources of energy. For instance, if a serious
defect in a series of HVDC cables is detected, forcing several cables to be
replaced, the associated costs and potentially significant media coverage
could reduce faith in the quality and cost effectiveness of the solutions
offered by the GIG Target Group, leading to reduced demand for the GIG Target
Group's products and services. In particular, it could cause insurers to
refuse or withdraw cover for the end user, as has been the case in the
products offered by Chinese putative market entrants.
Any damage to the reputation of the GIG Target Group or its partners may
result in governments refusing or withdrawing support and permissions,
customers demanding a lower price for the GIG Target Group's products and
services, not awarding the GIG Target Group future business or the opportunity
to bid for future business, and may also result in an inability to undertake
new projects or attract new customers, and may lead to a broader material
adverse effect on the GIG Target Group's business, financial condition,
results of operations and prospects, by way of loss of goodwill, with a
consequential adverse effect on income and capital returns to GIG Shareholders
and the market value of the GIG Shares.

17.   The GIG Target Group may fail to obtain or renew or may experience
material delays in obtaining requisite governmental or other relevant
approvals, licenses, permits or certificates for the conduct of its business,
which could have a material adverse effect on the GIG Target Group's business,
financial conditions, results of operations and prospects.


The GIG Target Group requires various approvals, licenses, permits, agreements
and certificates in the conduct of its business (the "Permits"). There can be
no assurance that the GIG Target Group will not encounter significant problems
in obtaining new or renewing such Permits required for the conduct of its
business, or that it will continue to satisfy the conditions under which such
Permits are granted. Although the GIG Target Group seeks to actively monitor
the status of the Permits in all locations where it operates and pro-actively
files applications, there may be delays on the part of the regulatory,
administrative or other relevant bodies in reviewing the GIG Target Group's
applications and granting such Permits. In certain countries, the procedures
for acquiring or renewing the approvals etc. have become increasingly more
complicated. If the GIG Target Group fails to obtain or maintain the necessary
Permits required for the conduct of its business, it may be unable to continue
with a project, stop construction, lose supplier contracts, or be required to
incur substantial costs or suspend the operation of one or more of its
facilities, which could have a material adverse effect on the GIG Target
Group's business, financial condition, results of operations and prospects,
with a consequential adverse effect on income and capital returns to GIG
Shareholders and the market value of the GIG Shares.

18.   If the GIG Target Group fails to complete a project on time, misses a
required performance standard or otherwise fails to adequately perform on
projects, the GIG Target Group may incur a loss on that project.


Part of the GIG Target Group's business model is project-oriented. The GIG
Target Group intends to commit to its customers in its agreements that it will
complete projects by a scheduled date, that a project, when completed, will
meet agreed required quality standards and that it will be free from defects
and function in accordance with the underlying agreement and good renewable
energy industry practice. If the project is not completed by the scheduled
date or the GIG Target Group fails to meet required quality standards or
perform other contractual obligations, the GIG Target Group may be liable to
pay compensation or damages for breach of contract, incur significant
additional costs, or incur a loss or penalties (both contractual penalties,
and as a result of civil liability), and payment of the GIG Target Group's
invoices may be delayed. Under certain agreements, the GIG Target Group may be
further responsible for all or a portion of the transportation of the
products. As a result, the GIG Target Group may be held liable for defects or
delays caused by transportation. In addition, the customer may have the right
in certain circumstances to terminate the agreement. In certain projects the
GIG Target Group may need to accept a retention regime, where receipt of the
final amount follows only after the customer's full acceptance of the project.
In certain cases, the GIG Target Group may also be subject to agreed financial
damages and penalties stipulated in the relevant contract when it fails to
meet quality standards or deadlines.
Unexpected repairs or breakdowns of facilities and equipment may involve
substantial costs. For instance, if submarine cables break down and/or need to
be repaired, substantial costs will be incurred for such repairs, thereby
potentially affecting the GIG Target Group's business, financial condition,
results of operations and prospects. Although the GIG Target Group always
takes into account a level of downtime of equipment when planning a project,
any unexpected breakdown or non-performance of facilities and equipment for a
prolonged period of time is difficult to predict and in the event of downtime,
additional costs and losses may be incurred by the GIG Target Group's
customers arising from the disruption of their workflow and scheduled
activities and some of these costs may be passed on to the GIG Target Group.
Rectification of the breakdown or non-performance, depending on its severity,
may also require replacement or repair of key components and there may be long
lead times required in the procurement of these components. Such rectification
of the affected facilities and equipment may require the GIG Target Group to
incur significant costs and may result in such facilities and equipment being
out of service and being unable to generate revenue for the GIG Target Group
over extended periods of time.
Performance of the projects, whether with respect to delay, defects, quality
or other contractual obligations, can be affected by a number of factors
beyond the GIG Target Group's control, including weather conditions, customer
credit issues, delayed financing, political pressures, permitting, approvals
and budget constraints, governmental action, changes in the project scope of
services requested by customers, industrial accidents, environmental hazards
and disasters and other factors.
Finally, any defects in the products provided by the GIG Target Group caused
by a flaw in the design of such products are generally the responsibility of
the customer providing the design. However, in some instances, the GIG Target
Group assumes responsibility for providing the detailed design of specific
parts of the products. The GIG Target Group may therefore be held liable for
such defects. Similarly, the GIG Target Group commits itself in some
agreements to timely notify the customer of flaws in the design that should be
discovered by an experienced contractor. If the GIG Target Group fails to do
so, the GIG Target Group may be held liable for such flaws, resulting in a
material increase in costs. The GIG Target Group's financial modelling
represents expected future revenue based on uncompleted contracts and
projects. Completion of any such project at the value reflected in the
financial models is subject to a number of assumptions, risks, and estimates,
as a result of which, the financial models may not be fully indicative of
future revenue relating to the performance of the agreed project. In addition,
such projects might not be completed and all the revenue anticipated in the
financial models might not be realised in the timeframe expected, or might
result in profits lower than the level anticipated by the GIG Target Group.
If disputes with governments or customers arise due to problems with executing
contracts, the GIG Target Group aims at negotiating variations to the contract
with its customers to reach a mutually acceptable solution. It is possible
however, that no other solution can be negotiated, which could have a
significant adverse effect on the GIG Target Group's business. Terminations,
delays or variations could negatively affect the GIG Target Group, could
reduce or defer the GIG Target Group's projected revenue and margins and
could, particularly in the case of high-value contracts or large numbers of
smaller contracts, have a material adverse effect on the GIG Target Group's
business. Any increase in costs, which does not result in a proportional
increase in revenue, could negatively impact the profit obtained for that
project. A discrepancy between revenue and costs for additional work could
also take place if the GIG Target Group fails to timely invoice any work
outside and beyond the initially agreed scope of work. As a result, the GIG
Target Group may forego such additional expenses, or it may have trouble
timely collecting the additional costs, resulting in a material and adverse
effect on the GIG Target Group's revenue.

19.   Development, redevelopment or construction projects in connection
with infrastructure, in respect of which the GIG Target Group may be dependent
on the performance of third party contractors, may suffer delays, may not be
completed or may fail to achieve expected results.


The GIG Target Group (or a joint venture investment in which it invests)
undertakes development or redevelopment projects and invests in infrastructure
assets that require development and construction prior to commissioning. The
GIG Target Group (or a joint venture investment in which it invests) will
typically be dependent on the performance of third-party contractors who
undertake the delivery of relevant raw materials, and/or management or
execution of the development, redevelopment or construction of the projects on
its behalf.
Although the GIG Target Group has procurement functions and consultants and
advisers and does have and would seek appropriate contractual arrangements,
such development, redevelopment or construction projects exposes the GIG
Target Group to various risks, including, but not limited to: (i) delays in
the completion of projects, such as in the provision of seabed surveys; (ii)
failure by third party contractors in performing their contractual obligations
or poor quality workmanship from such contractors, such as defects in the
components that the GIG Target Group obtains from third party suppliers (e.g.
HVDC convertor stations); (iii) insolvency of third party contractors; (iv)
the inability of the third party contractors to retain key members of staff;
(v) cost overruns in relation to the services provided by the third party
contractors that are not borne by such contractors; (vi) unavailability of
both construction and permanent financing on favourable terms; (vii) fraud or
misconduct by an officer, employee or agent of a third party contractor, which
may result in losses to the GIG Target Group and damage to the GIG Target
Group's reputation; (viii) disputes between the GIG Target Group and third
party contractors, which may directly or indirectly increase the GIG Target
Group's expenses and distract the GIG Target Board, the subsidiary management,
any relevant adviser and consultant and/or the relevant management (as
applicable); (ix) liability of the GIG Target Group (or a joint venture
investment in which it invests) for the actions of the third party
contractors; (x) inability to obtain governmental and regulatory permits on a
timely basis or at all (see also "Risk Factors – The GIG Target Group may
fail to obtain or renew or may experience material delays in obtaining
requisite governmental or other relevant approvals, licenses, permits or
certificates for the conduct of its business, which could have a material
adverse effect on the GIG Target Group's business, financial conditions,
results of operations and prospects."); and/or (xi) diversion of resources and
attention of the GIG Target Board, the subsidiary management, any relevant
adviser and consultant and/or the relevant management (as applicable) from
operations and acquisition opportunities.
In addition, the GIG Target Group has made significant commitments to
customers, such as under the National Grid Connection Agreement (as defined
below) (see also "The GIG Target Group's Business – Material Agreements"),
which subjects the GIG Target Group and its supply chain to pressure with
regard to delivering according to the agreements. Any delay or failure in the
supply of materials may delay construction of the HVDC cables and/or the
interconnectors, which may result in liabilities including contractual
penalties and claims for damages.
Failure to generate anticipated returns from such projects, whether due to
failures in the performance of the GIG Target Group's third party contractors,
failures by the GIG Target Group in properly supervising such third party
contractors or otherwise, could have an adverse effect on the relevant
infrastructure assets and therefore on the GIG Target Group's business,
financial condition, results of operations and prospects, with a consequential
adverse effect on income and capital returns to GIG Shareholders and the
market value of the GIG Shares.

20.   The GIG Target Group's revenue and cash flows are subject to
fluctuations during the year as a result of gaps between projects and project
delays may result in material timing deviations that could materially and
adversely affect the GIG Target Group's expected revenue, profitability and
cash flows.


The GIG Target Group's revenue, cash flows and results from operations may
fluctuate during the year due to a number of factors, such as fluctuations in
the volume of incoming orders, the timing of receipt of necessary permits or
reaching other key milestones, the timing of delivery of large projects (see
also "Risk Factors – The GIG Target Group may fail to obtain or renew or may
experience material delays in obtaining requisite governmental or other
relevant approvals, licenses, permits or certificates for the conduct of its
business, which could have a material adverse effect on the GIG Target Group's
business, financial conditions, results of operations and prospects."), delays
in financing, the ability of future customers of the GIG Target Group to
finance the projects they require the GIG Target Group's products and services
for and the launch of new projects. Specifically, if the GIG Target Group does
not succeed in obtaining sufficient engagements that would enable it to
commence and continue production and transmission at high capacity, the
revenue of the GIG Target Group may be materially and adversely affected. A
considerable portion of the GIG Target Group's operating expenses are fixed
costs that cannot be adjusted according to short-term fluctuations in business
activities. As a result, a decrease in revenue in a given period could have a
material adverse effect on the GIG Target Group's results of operations. In
addition, the GIG Target Group's cash flows may fluctuate in line with cash
payments made at particular project milestones. Delays in the completion of
milestones and/or mechanical completion due to project delays, irrespective of
whether any such delays are within the GIG Target Group's control, could cause
revenue, the related profit margins on projects and cash inflows to be
deferred from one year to the next year.

21.   The failure to understand and respond effectively to a slowdown in
the transition associated with climate change could adversely affect the GIG
Target Group.


Climate change poses potential risks to the GIG Target Group through the value
and future performance of its long-term operational investments, the financial
strength of the GIG Target Group's counterparties and the availability of
investment opportunities.
The opportunity and risk to the value and performance of the GIG Target
Group's operational investments arises not only from the physical impacts of
climate change, but also from the transition risks associated with the shift
to a low carbon economy.
Conversely, as the climate risk landscape continues to evolve, efforts to
transition to a low carbon economy could slow and thus have an adverse impact
on the value of the GIG Target Group's assets, eroding the premium placed on
the provision of low-carbon electricity. This would have an adverse impact on
the value of the operational investments owned by the GIG Target Group. In
particular, there is a risk that this transition, including the related
changes to technology, policies and regulations and the speed of their
implementation, could result in disorderly adjustment to energy markets. The
materialisation of these risks in relation to the GIG Target Group's
operational investments could have an adverse effect on the GIG Target Group's
business, financial condition, results of operations and prospects, with a
consequential adverse effect on income and capital returns to GIG Shareholders
and the market value of the GIG Shares.
Specific climate-related events, such as natural disasters, could adversely
affect the value of the GIG Target Group's Operational Investments and the
cash flows deriving from them, for example by disrupting energy generation
and/or transmission, the manufacturing and shipment of HVDC cables, and the
provision of consultancy services.

22.   There can be no guarantee that the GIG Target Group will achieve its
strategic objectives or that investors will get back the full value of their
investment.


The success of the GIG Target Group will depend on the ability of the
subsidiary management and each adviser and consultant to pursue the strategic
objectives successfully and on broader market conditions as discussed in this
"Risk Factors" section of this Circular. There can be no assurance that the
subsidiary management (where relevant, relying on advice and assistance from
the advisers and consultants) and each adviser and consultant will be
successful in pursuing the strategic objectives or that any of them will be
able to invest the GIG Target Group's assets on attractive terms, generate any
investment returns for the GIG Target Group's investors or avoid investment
losses. For example, there can be no assurance that the Straumsvik Factory and
Teesside Factory will become operational in time and with the expected
efficiency.
The strategic objectives are objectives only and should not be treated as an
assurance or guarantee of performance. There can be no assurance that the
strategic objectives will be achieved. This could have an adverse effect on
the GIG Target Group's business, financial condition, results of operations
and prospects, with a consequential adverse effect on income and capital
returns to GIG Shareholders and the market value of the GIG Shares.

23.   GIG Target may fail to deliver its target returns and/or achieve its
target dividend yield.


GIG Target's expectation that it will generate a return for its investors and
achieve its target dividend yield is based on assumptions about market
conditions, the economic environment and the current and future operational
investments of the GIG Target Group, which may not prove to be accurate in the
future. There can be no assurance that GIG Target will be able to deliver the
returns or dividend yield set out in this Circular, as such ability could be
adversely affected by any of a number of factors, including changes in the
industries in respect of which the GIG Target Group has investment exposure,
interest rate and exchange rate fluctuations, changes to government
regulations, geopolitical events impacting the macro economic environment or
the energy markets (see also "Risk Factors – The GIG Target Group's
operations and investments are impacted by (geo)political, (macro)economic and
social factors affecting the GIG Target Group."), the non-performance or
underperformance of any of the GIG Target Group's operational investments and
the manifestation of any of the risks described elsewhere in this "Risk
Factors" section of this Circular.
Further, any rebalancing of the GIG Target Group's exposure across the
operational investments may have an adverse effect on the performance of
Atlantic SuperConnection. For example, Atlantic SuperConnection may be
allocated away from an over-performing operational investment and allocated to
an under-performing operational investment, which could reduce the financial
performance of Atlantic SuperConnection as a whole. In addition, the
achievement of any intended rebalancing may be limited by several factors,
including the use of estimates of the fair values of the operational
investments (see also: "Risk Factors – Fair value figures published by the
GIG Target Group will be estimates only and may be materially different from
actual results and figures appearing in the GIG Target Group's financial
statements, especially as valuation of unquoted assets is inherently
subjective and uncertain"), and where such an operational investment is an
interest in a joint venture investment, restrictions on additional investments
in and redemptions from such joint venture investment.
If GIG Target fails to deliver its target returns or achieve its target
dividend yield, this could have an adverse effect on the GIG Target Group's
business, financial condition, results of operations and prospects, with a
consequential adverse effect on income and capital returns to GIG Shareholders
and the market value of the GIG Shares.

24.   The GIG Target Group will be exposed to illiquid investments, which
may result in a delay to the return of capital and realisation of capital
gains, if any, by the GIG Target Group, and the GIG Target Group may be unable
to exit from such investments (and, in particular, from joint venture
investments).


A significant part of the GIG Target Group's investments will consist of
operational investments, such as interests in private companies and joint
venture investments, which will generally be illiquid due to their terms or
any number of uncontrollable and unpredictable factors. Investments in private
entities can be intrinsically riskier than investments in quoted companies, as
the private companies may be smaller, more vulnerable to changes in markets,
laws and technology and dependent on the skills and commitment of a small
management team. In addition, there can be no assurance that there will ever
be a public market for these investments.
The GIG Target Group may therefore take a considerable time to realise some of
its returns (or not at all), which may adversely affect the liquidity or
performance of the GIG Target Group. Any return of capital may be received and
capital gains on the GIG Target Group's investments may be realised only upon
the partial or complete disposal of the investment, which may be several years
after the investment is made. It is generally expected that capital and
capital gains, if any, will not be realised. Accordingly, the ability for the
GIG Target Group to reinvest capital and capital gains, if any, in new
investments may be limited to where it can realise existing investments. This
could have an adverse effect on the GIG Target Group's business, financial
condition, results of operations and prospects, with a consequential adverse
effect on returns to GIG Shareholders and the market value of the GIG Shares.
As of the date of this Circular, it is not intended for the GIG Target Group's
operational investments, or underlying investments of a joint venture
investment to which the GIG Target Group is exposed, to be realised, sold or
disposed of. Moreover, certain operational investments may be subject to
restrictions on disposal and/or mandatory minimum holding periods, or public
sentiment and political pressures may make it difficult for the subsidiary
management, adviser and consultant or, in respect of joint venture
investments, the relevant management to dispose of them, which could impact
the GIG Target Group's ability to dispose of its operational investments. If
the GIG Target Group were required to dispose of or liquidate an investment on
unsatisfactory terms, it may realise less than the value at which the
investment was previously recorded, which could result in a decrease in the
fair value. This could have an adverse effect on the GIG Target Group's
business, financial condition, results of operations and prospects, with a
consequential adverse effect on returns to GIG Shareholders and the market
value of the GIG Shares.
Furthermore, there may be restrictions on the transfer or redemption of
interests in the joint venture investments that mean that the GIG Target Group
will not be able to freely transfer or redeem any such interests that it
holds. For instance, the transfer or redemption of interests in a joint
venture will normally be subject to the consent or approval of the relevant
management, the GIG Target Board or other management body of the joint venture
investment (including, in the case of a limited partnership, the management
body of the general partner of that limited partnership) or the investors
investing alongside the GIG Target Group in that joint venture investment (in
the form of pre-emption rights or otherwise), and obtaining such consent or
approval cannot be guaranteed and may be subject to limitations on available
cash, lock-up arrangements or payment of an early redemption fee. Contractual
provisions may exist in the constitutional documents or any shareholder or
other investor agreements relating to a joint venture investment which limit
the frequency with which an investor in the joint venture investment may
redeem or transfer its interests in the joint venture investment. The presence
of such contractual provisions may further restrict the ability of the GIG
Target Group to exit the relevant joint venture investment.
Accordingly, if the GIG Target Group were to seek to exit from any of its
investments in the operational investments (and, in particular, joint venture
investments), the transfer or redemption of the interests in those operational
investments may be subject to delays or additional costs, or may not be
possible at all. This could have an adverse effect on the GIG Target Group's
business, financial condition, results of operations and prospects, with a
consequential adverse effect on income and capital returns to GIG Shareholders
and the market value of the GIG Shares.

25.   Fair value figures published by the GIG Target Group will be
estimates only and may be materially different from actual results and figures
appearing in the GIG Target Group's financial statements, especially as
valuation of unquoted assets is inherently subjective and uncertain.


The GIG Target Group intends to publish quarterly fair value figures in
Sterling. The valuations used to calculate the fair value will be based on the
subsidiary management's unaudited estimated fair market values of the GIG
Target Group's investments. It should be noted that such estimates may vary
(in some cases materially) from the results published in the GIG Target
Group's financial statements (as the figures are published at different times)
and that they, and any fair value figure published, may vary (in some cases
materially) from realised or realisable values.
Atlantic SuperConnection will be comprised of operational investments in
unquoted, hard-to-value assets and businesses as well as investments in joint
venture investments, themselves holding unquoted assets. This exposure to
unquoted assets will exacerbate the risk of variation between the GIG Target
Group's estimated valuations and the realisable values of its investments.
Accordingly, the fair value figures issued by the GIG Target Group should be
regarded as indicative only and investors should be aware that the realisable
fair value per GIG Share may be materially different from those figures.
The value of the joint venture investments will normally be based on the
values provided by the relevant management or administrator of such joint
venture investments. The relevant management or administrator (as the case may
be) may face the same challenges in relation to valuing the underlying
investments of the joint venture investment as the GIG Target Group does in
relation to operational investments (as set out above). The subsidiary
management or an adviser and consultant (as the case may be) may, at their
discretion, query the valuation provided by the relevant management or
administrator of the joint venture investment and recommend an adjusted
valuation where it does not believe that the valuation provided represents
fair value.
There is no single standard for determining the fair value of an asset and, in
many cases, fair value is best expressed as a range of fair values from which
a single estimate may be derived. The types of factors that may be considered
when applying fair value pricing to an asset include: the historical and
projected financial data for that asset; valuations given to comparable
assets; the size and scope of the asset's operations; the strengths and
weaknesses of the asset relative to the market in which it operates;
applicable restrictions or hindrances on the transfer or other disposal of the
asset; industry information and assumptions; general economic and market
conditions; and the nature and realisable value of any collateral or credit
support.
Valuations of investments for which market quotations are not readily
available are inherently uncertain, may fluctuate over short periods of time
and are based on estimates. Determinations of fair value of investments may
therefore differ materially from the values that would have resulted if a
ready market had existed for those investments. Even if market quotations are
available for the GIG Target Group's investments, such quotations may not
reflect the value that the GIG Target Group or a joint venture investment
would be able to realise in respect of those investments because of various
factors, including illiquidity, future market price volatility, or the
potential for a future loss in market value due to poor industry conditions or
the market's view of the overall performance of an asset.
Given that the GIG Target Group gives no assurance or guarantee as to the
values that the GIG Target Group records from time to time, it is possible
that the GIG Target Group may record materially higher values in respect of
its investments than the values that are ultimately realised upon the disposal
of those investments. In such cases, the GIG Target Group's fair value will be
adversely affected. Changes in values attributed to investments from quarter
to quarter may result in volatility in the fair values that the GIG Target
Group reports from period to period which, in turn, could have an adverse
effect on Atlantic SuperConnection and the GIG Target Group's business,
financial condition, results of operations and prospects, with a consequential
adverse effect on income and capital returns to GIG Shareholders and the
market value of the GIG Shares.

26.   The investments held as of the date of this Circular, or to be
acquired by the GIG Target Group at Completion will be acquired from or are
managed by the subsidiary management and their affiliates, who will therefore
have a conflict of interest with respect to those investments and in
particular with respect to their valuation.


As of the date of this Circular, GIG Target's assets consist of, and are
expected after Completion to consist of, a number of operational investments
and joint venture investments. Such investments are unquoted and hard-to-value
and their valuations are inherently uncertain and subject to fluctuations. See
also "Risk Factors – Fair value figures published by the GIG Target Group
will be estimates only and may be materially different from actual results and
figures appearing in the GIG Target Group's financial statements, especially
as valuation of unquoted assets is inherently subjective and uncertain". The
operational investments held by GIG Target as of the date of this Circular
have been, and the assets to be acquired by GIG Target pursuant to Completion
will be acquired from the subsidiary management, principals connected with the
subsidiary management and their family members / trusts, investment joint
ventures and/or investors in such joint ventures managed by the subsidiary
management, or their respective affiliates. The joint venture investment held
by GIG Target as of the date of this Circular is managed by the subsidiary
management. The transfer of these investments to GIG Target involve a conflict
of interest for the subsidiary management, particularly around their
valuation.
As with any operational investment, however, the risks relating to valuation
of such investments apply in respect of the assets in Atlantic
SuperConnection. In particular, the valuation of the investments in the
Atlantic SuperConnection are based on estimates and may fluctuate, and there
can be no assurance or guarantee as to the values of such investments at the
time of their acquisition by GIG Target or thereafter.
Changes in values attributed to the GIG Target Group's operational investments
in subsequent quarters may result in volatility in the fair values that the
GIG Target Group reports from period to period which, in turn, could have an
adverse effect on Atlantic SuperConnection and the GIG Target Group's
business, financial condition, results of operations and prospects, with a
consequential adverse effect on income and capital returns to GIG Shareholders
and the market value of the GIG Shares.

27.   The GIG Target Group has no employees and relies on the performance
of its directors and relevant third-party service providers, including the
board and management of its subsidiaries. There is no assurance that the GIG
Target Group will be able to retain the services of these directors and
third-party service providers and/or will be able to recruit qualified and
suitable directors, executives, managers and other key personnel in the
future.


The GIG Target Group has no employees and the directors have been appointed on
a non-executive basis, with the exception of the executive chairman . Whilst
the GIG Target Group has taken all reasonable steps to establish and maintain
adequate procedures, systems and controls to enable it to comply with its
obligations, the GIG Target Group is reliant upon the performance of third
party service providers and subsidiaries for its executive functions. In
particular, the subsidiary management, any management appointees, the
consultants and the advisers are and will be performing services which are
integral to the operations of the GIG Target Group.
The GIG Target Group believes that its performance, success and ability to
fulfil its strategic objectives are substantially dependent on retaining its
directors, advisers, management and its contracts with third-party service
providers, all of which are experienced in the markets and business in which
the GIG Target Group operates. The GIG Target Group's business results depend
largely upon the experience, knowledge of local market dynamics, technical
know-how and customer and supplier relationships of the GIG Target Group's
directors and third-party service providers contracted by the GIG Target
Group. There can be no assurance that the GIG Target Group will be able to
retain its directors and/or contracts with the relevant third-party service
providers. The loss of their services could have a material adverse effect on
the GIG Target Group's business, financial condition, results of operations
and prospects, with a consequential adverse effect on income and capital
returns to GIG Shareholders and the market value of the GIG Shares.
Further, the terms of appointment of the subsidiary management, the
consultants and the advisers provide that such third-party service providers
may terminate their engagement on notice to GIG Target, and the terms of
appointment of any management appointees will likely provide that such
management appointees may terminate their engagement on notice to the
subsidiary management and/or (where GIG Target is party to the engagement) GIG
Target. Failure by any service provider to carry out its obligations to GIG
Target or, where applicable, the subsidiary management, in accordance with the
terms of its appointment or the termination of these appointments could have
an adverse effect on Atlantic SuperConnection and the GIG Target Group's
business, financial condition, results of operations and prospects, with a
consequential adverse effect on income and capital returns to GIG Shareholders
and the market value of the GIG Shares.
The GIG Target Group expects that it will need to recruit further management
and employees in the future, for example to manage and operate the Teesside
Factory (as defined below). There can be no assurance that the GIG Target
Group will be able to recruit and retain suitable executives, managers and
other key personnel, both for expanding its operations and for replacing
persons who leave the GIG Target Group. Recruiting suitable directors,
managers and other key personnel may entail substantial costs both in terms of
salaries and other compensation if the GIG Target Group is able to attract
persons with comparable skills and experience. The market for qualified
employees, including for individuals with the required technical and sales
expertise to succeed in the business in which the GIG Target Group operates,
is highly competitive, particularly in a number of countries in which the GIG
Target Group operates. If the GIG Target Group does not succeed in attracting
and retaining experienced staff in sufficient numbers, this could have a
material adverse effect on the GIG Target Group's strategic goals, as well as
on the GIG Target Group's business, financial condition, results of operations
and prospects, with a consequential adverse effect on income and capital
returns to GIG Shareholders and the market value of the GIG Shares.

28.   The GIG Board, subsidiary management, advisors and consultants may
allocate their time to other businesses leading to potential conflicts of
interest in their determination as to how much time to devote to the GIG
Target Group's affairs or which might distract them from their work for the
GIG Target Group, which could have a negative impact on the GIG Target's Group
business, financial condition, results of operations and prospects.


Members of the GIG Board, subsidiary management, advisors or consultants are
engaged or may in the future be engaged in other business endeavours and are
not obligated to devote any specific number of hours to the GIG Target Group's
affairs, which could create a conflict of interest when allocating their time
between the GIG Target Group's operations and their other respective
commitments. For example, Edmund Truell is also a director of Pension
Superfund, Michael Ridley is also an advisor to the governments of Georgia and
of Iceland, Roger Le Tissier holds a number of non-executive positions at
other entities, Ian Drew is a director of other unrelated businesses and Luke
Webster is CIO of the Greater London Authority. See also "Corporate Governance
– Directors and management team". If the other business activities require
the GIG Board, subsidiary management, advisors or consultants to devote more
substantial amounts of time to such activities, their ability to devote time
to the GIG Target Group's activities could be limited and could adversely
affect the GIG Target Group's business, financial condition, results of
operations or prospects. 29.   The GIG Target Group may have difficulties
with allocating skilled and sufficient human resources to effectively address
the current developments.

At the date of this Circular, the GIG Target Group is undergoing significant
developments that require considerable human resources, both on a managerial
and broader level.
The GIG Target Group strives to dedicate sufficient resources to address the
aforementioned developments together with the ongoing business, and as a
result, costs for third-party service providers and/or (future) personnel may
increase. At the same time, the GIG Target Group continues to favour a lean
organisation, working with highly experienced advisers and consultants. If the
GIG Target Group is not able to allocate sufficient qualified personnel to
handle the increased workload associated with these developments, the GIG
Target Group may have trouble efficiently and effectively streamlining these
work streams, which may result in, for instance, delays, increased costs
and/or non-compliance with legal or internal requirements.
In addition, the large size of renewable energy projects requires the GIG
Target Group to enhance its project management and contract management
capabilities. This is important in relation to the GIG Target Group's
efficient and effective cooperation both with its customers and its
sub-contractors. There is a risk that an insufficiently broad implementation
of these skills would lead to either claims against the GIG Target Group from
its customers or subcontractors, to missed additional income due to project or
design changes to compensate for increased costs, or to non-granting of time
extension to cater for project delays.

30.   The GIG Target Group is subject to the risk of disputes with, and
claims by, customers, subcontractors, (future) employees and other contractual
counterparties or third parties and to the risk that a customer or other
contractual counterparty delays or defaults on a payment obligation.


The GIG Target Group may be confronted with disputes with customers,
subcontractors, former or current employees and other contractual
counterparties or third parties, although there are no such disputes at the
date of this Circular. Such disputes are often resolved out of court, but
claimants may pursue litigation or arbitration, resulting in additional costs,
harm to the GIG Target Group's reputation and diversion of management
attention and resources from daily operations. Where the relevant dispute is
with a customer, the dispute may result in accrual of costs and delays in
payment and/or payment of settlement fees or penalties, which may in turn have
a material adverse effect on the business, cash flows and working capital of
the GIG Target Group, as well as the relationship with that customer and its
reputation in general.
The GIG Target Group may be subject to claims that it is (or its customers or
suppliers are) infringing a third party's intellectual property rights. Any
claim that the GIG Target Group's systems, products or processes infringe the
intellectual property rights of another party could cost the GIG Target Group
significant time and resources, at the expense of other activities of the
business. A claim could result in the GIG Target Group having to pay damages
to a third party, temporarily or permanently discontinue in the manufacturing,
usage, or sale of a particular product, system, technology or process, develop
new technology or workarounds, or license technology from a third party
claiming infringement (on potentially unattractive terms). This could result
in unexpected costs, disruption to the business, a decrease in the value of
the GIG Target Group's products, services or technology, restrictions on the
way the GIG Target Group can use, market or sell its products or services or
do business. In addition, the GIG Target Group is exposed to the risk that a
customer or other counterparty delays or defaults under a payment obligation.
The GIG Target Group provides its customers with ancillary services such as
design, planning and operational management and HVDC cables and receives
(pre-)payments upon reaching pre-determined milestones. The GIG Target Group
therefore receives payments at an early stage in the projects of its future
customers or other counterparties. Nonetheless, the GIG Target Group is
exposed to the risk that a customer or other counterparty delays or defaults
on a payment obligation. Contracts that the GIG Target Group has entered into
or will enter into in the future, might be long-term in duration and there can
be no guarantee that the financial position of the GIG Target Group's major
(future) customers will not materially change during the contracting period.
In addition, the value of a single large contract might amount to a large
proportion of yearly revenue. If a customer or other counterparty delays or
defaults on a payment obligation, this may cost the GIG Target Group
significant costs and time to enforce customers or other counterparties to
comply with their (payment) obligations, at the expense of other activities of
the business. If the GIG Target Group needs to incur such significant costs
and/or may not receive payment at all, this may adversely affect the business,
financial condition, results of operations and prospects of the GIG Target
Group.

31.   Upon Completion, GIG Target will seek to acquire certain assets and
there can be no guarantee that GIG Target will acquire some or all of these
target assets.


Upon Completion, GIG Target will be looking to acquire certain assets in
exchange for ordinary shares in the capital of GIG (the "GIG Ordinary
Shares"). The acquisition of the assets is, amongst other things, contingent
and dependent on the owners of the assets completing on agreements to sell
them to GIG Target in exchange for GIG Ordinary Shares, GreenBonds or for
cash. The acquisition of the assets is dependent on the owners of the assets
agreeing to sell them. To the extent that some of the owners of the target
assets do not enter into sale agreements or the conditions to any sale
agreements are not satisfied, then GIG Target may not acquire some or all of
the related target assets, which may adversely affect the GIG Target Group's
business, financial condition, results of operations and prospects, with a
consequential adverse effect on income and capital returns to GIG Shareholders
and the market value of the GIG Shares.
In addition, if the GIG Target Group will hire employees in the future and
these employees are represented by labour unions and/or collective bargaining
agreements are in place that require periodic renegotiation, the GIG Target
Group may be confronted with strikes or work stoppages regarding the
negotiations preceding new collective bargaining agreements, during wage and
benefits negotiations or during periods for other reasons. Prolonged strikes
or work stoppages, which may increase in their severity and frequency, may
have an adverse effect on the business, financial conditions, results of
operations and prospects of the GIG Target Group and the relationships with
customers as a result of any delays in production.

RISKS RELATING TO GIG TARGET'S INVESTMENT STRATEGY AND ENVIRONMENT

32.   The investments in the GIG Target Group's divisions require
additional joint venturing and/or co-investments alongside third-party
co-investors, which may come in the form of additional contributions from the
GIG Target Group or third parties on terms that are not (necessarily)
favourable to the GIG Target Group and which may involve risks that may not be
present in investments made without joint venture partners and/or
co-investors.


The investments in both Advanced Cables and Atlantic SuperConnection will
require additional joint venturing to maintain and/or maximise their value.
Such joint venturing is essential for the development of the businesses and
assets linked to the GIG Target Group's investments. The subsidiary management
is in discussion with various third parties for joint venturing in relation to
specific investments and targets.
Such joint venturing may come in the form of additional contributions from the
GIG Target Group or joint venturing from third parties (including debt joint
venturing by banks and/or debt investors) at the investment level, or a
combination thereof. Whilst GIG Target has the right of first refusal or has
been granted the option to make such additional investments, there can be no
guarantee that GIG Target will have additional cash to contribute to the
development of its investments. There can also be no guarantee that the joint
venturing from third parties will occur on terms favourable to the GIG Target
Group, or at all.
To the extent that additional joint venturing is procured from third parties
at all, it may be on terms that are not favourable to the GIG Target Group.
For example, they may have a dilutive effect on the GIG Target Group's
interest in the investment. To the extent that there is a shortfall in the
joint venturing of the investments in Atlantic SuperConnection (or any other
investments in Atlantic SuperConnection at any time), the investment may not
be able to maintain its current value or realise its potential value. Failure
to maintain adequate joint venturing may also result in the investment losing
value or in some cases, the businesses linked to the investments winding up or
having to be disposed of. This may result in a decrease in the fair value
which, in turn, could have an adverse effect on Atlantic SuperConnection and
the GIG Target Group's business, financial condition, results of operations
and prospects, with a consequential adverse effect on income and capital
returns to GIG Shareholders and the market value of the GIG Shares. In
addition, the GIG Target Group expects to make co-investments alongside third
party co-investors. Such co-investments will involve risks which may not be
present in investments made without a co-investor, including the possibility
that the GIG Target Group may have limited control over the co-investments, a
co-investor's interests are or become inconsistent with those of the GIG
Target Group, or that a co-investor may be able to take actions with respect
to the investment which are contrary to the strategic objectives, or that a
co-investor may become bankrupt or otherwise default on its obligations. The
occurrence of any of these events could have an adverse effect on Atlantic
SuperConnection and the GIG Target Group's business, financial condition,
results of operations and prospects, with a consequential adverse effect on
income and capital returns to GIG Shareholders and the market value of the GIG
Shares.

33.   The GIG Target Group may invest in joint venture investments which
are unproven and have a limited track record.


The GIG Target Group intends to invest in a range of joint venture investments
managed by different relevant managements who may or may not be the subsidiary
management, a manager appointee or their respective affiliates. Some of the
joint venture investments may be newly established and/or managed by a
relevant management with a limited or no track record. As such, there may be
no meaningful operating or financial data which the subsidiary management may
use to evaluate the performance of the relevant joint venture investment. The
subsidiary management intends to mitigate this risk by diversifying Atlantic
SuperConnection across operational investments and joint venture investments
with a range of operating histories. Although historical performance is not
indicative of future results, a interconnector project is subject to all of
the risks and uncertainties associated with a new infrastructure project,
which could have an adverse effect on Atlantic SuperConnection and thus on the
GIG Target Group's business, financial condition, results of operations and
prospects, with a consequential adverse effect on income and capital returns
to GIG Shareholders and the market value of the GIG Shares.

34.   The GIG Target Group may suffer losses due to investments in joint
venture investments being compulsorily withdrawn.


The GIG Target Group's investments in joint venture investments may be
compulsorily withdrawn (or equivalent) and/or subject to costs due to such
compulsory withdrawal (or equivalent) in certain circumstances, including,
among others: (i) if the GIG Target Group ceases to be eligible for investment
in the relevant joint venture investment, as determined by the regulatory
authorities or the relevant management of such joint venture investment; (ii)
if the continued holding of an investment in a joint venture investment by the
GIG Target Group would cause the joint venture investment, one of its related
parties and/or affiliates, or an actual or potential asset of such joint
venture investment, to violate law or regulation, to become subject to a
material regulatory or other burdens, or to suffer material taxation or other
economic disadvantages;
(iii) if the GIG Target Group has breached applicable representations made to
the joint venture investment; or (iv) if the joint venture investment or one
of its related parties deem such compulsory withdrawal (or equivalent) to be
in the best interests of the joint venture investment and/or its investors as
a whole.
Such compulsory withdrawal (or equivalent) could have an adverse effect on the
GIG Target Group's business, financial condition, results of operations and
prospects, with a consequential adverse effect on income and capital returns
to GIG Shareholders and the market value of the GIG Shares.

35.   The GIG Target Group's involvement in joint ventures and partnerships
over which the GIG Target Group does not have full control could prevent the
GIG Target Group from achieving its objectives.


In order to provide its customers with a comprehensive renewable energy
solution, the GIG Target Group relies and may rely on partnerships and, from
time to time, joint ventures such as with RTE International. In the case of
joint ventures and partnerships many decisions relating to the products and/or
services, with respect to joint ventures relating to corporate decisions such
as equity calls and financings, require the consent, cooperation or approval
of the GIG Target Group's (joint venture) partners. The GIG Target Group's
(joint venture) partners may have economic or business interests or objectives
that are inconsistent with those of the GIG Target Group. Material differences
and disputes could arise between the GIG Target Group and its joint venture
partners which could result in a dead lock or result in certain consequences
such as failure to refinance indebtedness, distribute dividends or withdrawal
from the joint venture. If a joint venture partner would fail to make a
capital contribution, the joint venture may not be able to make a required
investment or alternatively, one of the other partners may have to acquire the
partner's share of the capital call. Furthermore, the GIG Target Group's joint
venture partners may become insolvent and the GIG Target Group may be liable
for its partner's share of any liabilities relating to such joint venture. Any
of the aforementioned situations could have a material adverse effect on the
GIG Target Group's business, its financial condition and the results of its
operations.

36.   The GIG Target Group invests in joint venture investments which are
managed by the subsidiary management or its affiliates.


As of the date of this Circular, the GIG Target Group is invested, directly
and indirectly, in joint venture investments managed or advised by the
subsidiary management, regarding the proposed Advanced Cables UK Teesside
factory.
Investing in joint venture investments managed or advised by the subsidiary
management gives rise to certain conflicts of interest, particularly around
valuation on acquisition, fee arrangements and the exercise of the rights
attaching to the GIG Target Group's interests. In addition to the general
processes around the identification, prevention, management and disclosure of
conflicts of interest, the GIG Target Group has put in place specific
arrangements to address these specific conflicts of interest.
In relation to valuation, see also "Risk Factors – Fair value figures
published by the GIG Target Group will be estimates only and may be materially
different from actual results and figures appearing in the GIG Target Group's
financial statements, especially as valuation of unquoted assets is inherently
subjective and uncertain" and "Risk Factors – The investments held as of the
date of this Circular, or to be acquired by the GIG Target Group at Completion
will be acquired from or are managed by the subsidiary management and their
affiliates, who will therefore have a conflict of interest with respect to
those investments and in particular with respect to their valuation.".
In relation to fees, any management fee or performance fee accruing to the
subsidiary management on GIG Target's interests, will accrue to GIG Target.
These fees may be on less favourable terms for GIG Target than would normally
be the case and as such may adversely affect the GIG Target Group's business,
financial condition, results of operations and prospects, with a consequential
adverse effect on income and capital returns to GIG Shareholders and the
market value of the GIG Shares.

37.   Any due diligence on proposed investments may not identify all
relevant risks and liabilities.


The subsidiary management (with the advice and assistance from the advisers
and consultants, where applicable), any adviser and consultant or the relevant
management would, on behalf of the GIG Target Group or any joint venture
investment in which the GIG Target Group invests (as the case may be), seek to
carry out appropriate due diligence investigations on any proposed investments
and may, where appropriate, rely on the due diligence of one or more advisers
and consultants. However, there can be no assurance that such information will
be available or that, if it is available, it can be obtained by the subsidiary
management or the relevant management appointee or relevant management in each
case. Investment analyses, recommendations and decisions made by the
subsidiary management, manager appointee or relevant management (as the case
may be) may be undertaken on an expedited basis in order for the GIG Target
Group to take advantage of investment opportunities. In such cases,
information available to the subsidiary management, manager appointee or
relevant management at the time of an investment recommendation or decision
(as the case may be) may be limited, and the subsidiary management, manager
appointee or relevant management may not have access to the detailed
information necessary for a full evaluation of the opportunity.
Further, the subsidiary management, any adviser and consultant and the
relevant managements may be required to make decisions without complete
information or in reliance upon information provided by third parties that is
impossible or impracticable to fully verify. There can be no assurance that
the subsidiary management, the relevant management appointee or the relevant
managements will correctly evaluate the nature and magnitude of the various
factors that could affect the value of and return on the investments,
including that it will reveal all of the risks associated with that
investment, or the full extent of such risk. Assets that the GIG Target Group
(or any joint venture investment in which it invests) acquires may be subject
to hidden material defects that were not apparent at the time of acquisition.
To the extent that the subsidiary management or other third parties fail to
perform effective due diligence on potential investments, including by
underestimating or failing to identify risks and liabilities associated with
an investment or project, the GIG Target Group may be subject to one or more
of the following risks (where applicable): (i) valuation risk; (ii) defects in
title; (iii) operational, environmental, structural or other defects or
liabilities requiring remediation and/or not covered by indemnities or
insurance; (iv) an inability to obtain permits enabling it to use the
investment as intended; and/or (v) acquiring investments that are not
consistent with the GIG Target Group's or the joint venture investment's
investment strategy or that fail to perform in accordance with expectations.
Any of these consequences of a due diligence failure could have an adverse
effect on Atlantic SuperConnection and the GIG Target Group's business,
financial condition, results of operations and prospects, with a consequential
adverse effect on income and capital returns to GIG Shareholders and the
market value of the GIG Shares.

38.   Certain of the GIG Target Group's investments will be subject to
risks associated with ESG strategies.


Environmental, social and governance ("ESG") strategies could cause
operational business to perform differently compared to investment products
that do not utilise ESG strategies. The criteria related to certain ESG
strategies may result in a joint venture investment or other entity through
which the GIG Target Group invests foregoing opportunities to buy certain
assets when it might otherwise be advantageous to do so, or selling assets for
ESG reasons when it might be otherwise disadvantageous for it to do so. In
addition, there is a risk that the assets and companies identified by an ESG
strategy do not operate as expected when addressing ESG issues. A business'
ESG performance or the subsidiary management's, a manager appointee's or the
relevant management's assessment of a company's ESG performance could vary
over time, which could cause the GIG Target Group, or a joint venture
investment the GIG Target Group invests in, to be temporarily invested in
companies that do not comply with the subsidiary management's, a manager
appointee's or the relevant management's approach towards considering ESG
characteristics. There are significant differences in interpretations of what
it means for a company to have positive ESG characteristics and the subsidiary
management's, manager appointee's or relevant management's (as the case may
be) investment decisions may differ from the views that others might hold. In
making investment decisions, the subsidiary management (with the advice and
assistance from the advisers and consultants, where applicable), any adviser
and consultant and the relevant managements may rely on information and data
that could be incomplete or erroneous, which could cause them to incorrectly
assess a company's ESG characteristics.
The materialisation of these risks could have an adverse effect on Atlantic
SuperConnection and the GIG Target Group's business, financial condition,
results of operations and prospects, with a consequential adverse effect on
income and capital returns to GIG Shareholders and the market value of the GIG
Shares.

39.   The value of the GIG Target Group's investments is subject to risks
relating to development equity investments.


The GIG Target Group and certain of the joint venture investments in which the
GIG Target Group invests may, directly or indirectly, make development equity
investments. Such investments involve a high degree of business and financial
risk that can result in substantial losses. Such projects and companies may
have shorter operating histories on which to judge future performance and, if
operating, may have negative cash flow. In the case of start-up projects, such
projects may not have significant or any operating revenues. Such projects
also may have a lower capitalisation and fewer resources (including cash) and
be more vulnerable to failure, which could result in the loss of the GIG
Target Group's entire investment. The directors of such projects may lack
managerial experience, particularly of cash-flow management and budgeting. The
availability of capital is generally a function of capital market conditions
that are beyond the GIG Target Group's control, or the control of the
underlying joint ventures, projects or companies in which the GIG Target
Group, directly or indirectly, will invest. There can be no assurance that any
project will be able to predict accurately the future capital and technical
requirements necessary for success or that additional joint ventures resources
and capital will be available from any source. There can be no assurance that
any such losses will be offset by gains (if any) realised on the GIG Target
Group's other investments.

40.   The value of the GIG Target Group's investments is subject to risks
relating to operations and technology.


The operational investments made by the GIG Target Group will consist of
private market investments. There are a number of significant risks associated
with private market investments such as risks relating to operations and
technology, any of which could cause an investor to lose a material part of
the value of its investment.
Operational risk is the risk of the GIG Target Group suffering direct or
indirect loss arising from any of a wide variety of causes associated with the
processes, technology and infrastructure supporting the GIG Target Group's
activities, either internally within the GIG Target Group or externally at the
GIG Target Group's service providers, and from external factors such as those
arising from legal and regulatory requirements. the GIG Target Group's
objective is to manage operational risk so as to balance the limiting of
financial losses and damage to its reputation with achieving its strategic
objectives of generating capital growth over the long term.
The crystallisation of any of the above risks could have an adverse effect on
the GIG Target Group's business, financial condition, results of operations
and prospects, with a consequential adverse effect on income and capital
returns to GIG Shareholders and the market value of the GIG Shares.

41.   The value of the GIG Target Group's investments is subject to risks
associated with leverage.


As part of the consideration for the Business Combination, DCAC will issue
GreenBonds and following Completion, GIG or its subsidiaries may issue
GreenBonds and borrow up further funds in furtherance of the strategic
objectives of the GIG Target Group. If the GIG Target Group is unable to repay
the loan amount (including capitalised interest and inflation-linked coupons)
at each amortisation date and in full by maturity on 31 December 2056, or to
the extent GreenBonds will be issued in the further any later date on which
such GreenBonds mature, then the GIG Target Group's assets would be at risk.
Each operational investment and joint venture investment or other entity
through which the GIG Target Group invests may be leveraged and there is no
restriction on the level of gearing at such underlying level. However, while
such leverage presents opportunities for increasing total returns, it can also
have the opposite effect of increasing losses. If income and capital
appreciation on investments acquired with borrowed funds are less than the
costs of the leverage, the fair value will decrease. The use of leverage also
increases the investment exposure, which means that if the market moves
adversely, the resulting loss to capital would be greater than if leverage
were not used. This could have an adverse effect on the GIG Target Group's
business, financial condition, results of operations and prospects, with a
consequential adverse effect on income and capital returns to GIG Shareholders
and the market value of the GIG Shares.

42.   Some of the GIG Target Group's strategies may include the use of
energy price forecasting and investment models, which, due to changes from the
factors' historical and future trends and implementation issues of the models,
may result in different performance than expected.


Some strategies adopted by the subsidiary management (with the advice and
assistance from the advisers and consultants, where applicable), any adviser
and consultant or any relevant management may include the use of various
proprietary energy price forecasting and investment models. Input and output
pricing, and investments selected using models may perform differently than
expected as a result of changes from the factors' historical – and predicted
future – trends, and technical issues in the implementation of the models,
including, for example, issues with data feeds. Moreover, the effectiveness of
a model may diminish over time, including as a result of changes in the market
and/or changes in the behaviour of other market participants.
To the extent the GIG Target Group has exposure to operational investments
which have been selected using strategies dependent on such models, the
materialisation of these risks could have an adverse effect on the GIG Target
Group's business, financial condition, results of operations and prospects,
with a consequential adverse effect on income and capital returns to GIG
Shareholders and the market value of the GIG Shares.

43.   The GIG Target Group is subject to risks associated with any hedging
or derivative transactions by virtue of participating in them directly and by
exposure to them through investments in joint venture investments.


The GIG Target Group may use derivatives to hedge its risks. Derivative
instruments in which the GIG Target Group may invest may include standby and
conditional power contracts, forwards, exchange-listed and over-the-counter
options, futures, options on futures, swaps and similar instruments.
The GIG Target Group may also be exposed indirectly to hedging and derivative
transactions and the associated risks by investing in joint venture
investments which engage in derivatives transactions. The same risks set out
below apply where a derivative transaction is undertaken at the level of any
joint venture investment as if it were undertaken directly by the GIG Target
Group (though the risk to the GIG Target Group would not be as pronounced
where the derivative transaction is undertaken at the level of a joint venture
investment).
Certain operational investments may be acquired, financed or held via
derivative transactions, such as options to acquire or contracts for
difference, in order to mitigate transaction hurdles and to optimise the
financing of such operational investments.
Derivative transactions may be volatile and involve various risks different
from, and in certain cases, greater than the risks presented by other
instruments. The primary risks related to derivative transactions include
counterparty, correlation, illiquidity, leverage, volatility and over the
counter trading risks. A small investment in derivatives could have a large
potential impact on the GIG Target Group's performance, effecting a form of
investment leverage on Atlantic SuperConnection. In certain types of
derivative transactions, the entire amount of the investment could be lost. In
other types of derivative transactions, the potential loss is theoretically
unlimited.
The use of derivative transactions more specifically exposes the GIG Target
Group to (i) the counterparty risk, i.e. the risk that a counterparty in a
derivative transaction will not fulfil its contractual or financial
obligations to the GIG Target Group or the risk that the reference entity in a
swap or similar derivative will not fulfil its contractual or financial
obligations, (ii) the basis risk, i.e. the risk that an imperfect or variable
degree of correlation between price movements of the derivative instrument and
the underlying commodity sought to be hedged may prevent the GIG Target Group
from achieving the intended hedging effect or expose the GIG Target Group to
the risk of loss, (iii) the liquidity risk,
i.e. the risk that derivative transactions may not be liquid in all
circumstances, such that in volatile markets it may not be possible to close
out a position without incurring a loss and (iv) the leveraged market risk,
i.e. the risk that the prices of many derivative instruments, including many
options and swaps, are highly volatile, especially in the energy markets.
Price movements of options contracts and payments pursuant to swap agreements
are influenced by, among other things, interest rates, changing supply and
demand relationships, trade, fiscal, sanctions, the programmes and policies of
governments, and national and international political and economic events and
policies. The value of options and swap agreements also depends upon the price
of the commodities or currencies underlying them.
These factors could have an adverse effect on the GIG Target Group's business,
financial condition, results of operations and prospects, with a consequential
adverse effect on income and capital returns to GIG Shareholders and the
market value of the GIG Shares.

RISKS RELATED TO GIG TARGET GROUP'S REGULATORY ENVIRONMENT

44.   The GIG Target Group and the markets in which it operates and invests
are subject to (changes in) environmental, health and safety, sanction,
anti-corruption and anti-bribery and other laws and regulations.


The GIG Target Group's production process is subject to environmental and
health and safety laws and regulations, such as noise, environment and
transport regulations. If such regulations become more stringent, for example,
as a result of pressure from environmental organisations, the GIG Target Group
may be forced to adjust its production process with associated increased costs
and potentially a reduced capacity, which may impact revenue obtained by the
GIG Target Group. In addition, such changes may, among other things, extend to
approvals, exemptions from regulations (especially in the highly regulated
energy markets) and permits for interconnectors and other power transmission
projects, as well as the obligation to report on the effects on the
environment (such as the disturbance of marine life). In certain situations
government coordinated decision-making (e.g. government-imposed zoning plan
amendments or integrated environmental permits) may be obliged for the
construction of interconnectors and other power transmission projects.
Similarly environmental restrictions during the installation phase of a
project (such as noise restrictions or bans on activities during certain
periods) may hinder, delay or cancel projects. This may impose significant
constraints on the growth of the (offshore) renewable energy industry as a
whole. As a result, demand for the products offered by the GIG Target Group
may decline, which could materially and adversely affect the revenue of the
GIG Target Group.
The GIG Target Group is furthermore, through its international operations and
investments, exposed to the risk of trade and economic sanctions and
restrictions imposed by the United States, the European Union and other
governments or organisations. Violation of such sanctions and wider conduct of
business laws and regulations, including the UK Bribery Act 2010 (the "Bribery
Act"), the Prevention of Corruption (Bailiwick of Guernsey) Law, 2003 and the
US Foreign Corrupt Practices Act (the "FCPA") and those established by the
Office of Foreign Assets Control ("OFAC"), could carry criminal penalties.
Under these laws and regulations, various government agencies may require
export licences, may seek to impose modifications to business practices,
including cessation of business activities in sanctioned countries or with
sanctioned persons or entities, and modifications to compliance programmes,
which may increase compliance costs, and may subject the GIG Target Group to
fines, penalties and other sanctions. A violation of these laws or
regulations, whether by the GIG Target Group itself or by a joint venture
investment or any entity through which the GIG Target Group invests, could
adversely impact the GIG Target Group's business, operating results and
financial condition. There can be no assurance that the current sanctions or
any further sanctions imposed by the European Union, the United States or
other international interests will not materially adversely affect the
investments to which the GIG Target Group will be exposed or the GIG Target
Group's operations.
The subsidiary management is required to have (and to procure that its
delegates have) procedures in place, in accordance with the Bribery Act, to
prevent any persons who perform services for or on behalf of the subsidiary
management (or any of its delegates) from bribing another person intending to
obtain or retain business or an advantage in the conduct of business for the
GIG Target Group. There can be no assurance, however, that the directors,
officers, consultants and agents of the subsidiary management, any adviser and
consultant or any relevant management will not engage in conduct for which the
subsidiary management, the adviser and consultants, the relevant management,
the joint venture investment (or any entity through which the GIG Target Group
invests) or the GIG Target Group may be held responsible, and there can be no
assurance that their respective business partners will not engage in conduct
which could materially affect their ability to perform their contractual
obligations to those parties or even result in such parties being held liable
for such conduct. Violations of the FCPA, OFAC, the Bribery Act, the
Prevention of Corruption (Bailiwick of Guernsey) Law, 2003 and other export
control, anti-corruption, anti-terrorism and anti- money laundering laws and
regulations may result in severe criminal or civil sanctions, and the GIG
Target Group may be subject to, or exposed to through its investments in joint
venture investments or other entities, other liabilities, which could have an
adverse effect on the GIG Target Group's business, financial condition,
results of operations and prospects, with a consequential adverse effect on
income and capital returns to GIG Shareholders and the market value of the GIG
Shares.

45.   Local content requirements may require the GIG Target Group to either
produce parts of the projects abroad or act as a sub-contractor to a supplier
in a foreign jurisdiction, resulting in a lower margin.


The GIG Target Group faces governmental requirements that require that local
producers form part of the production process for the products offered by the
GIG Target Group ("local content requirements"). If such requirements become
more stringent, or if such local content requirements are introduced in other
foreign jurisdictions in which the GIG Target Group is active, the GIG Target
Group may be unable to offer its products or parts of it to such markets
direct, or be able to provide its products to a smaller extent. In addition,
the GIG Target Group may be required by local content requirements to provide
its products by using a sub-contractor, while the GIG Target Group would
remain the main contractor and exposed to the full risk of the scope of the
engagement. This could result in liabilities which could materially increase
the costs incurred by the GIG Target Group, affecting profitability, with a
consequential adverse effect on income and capital returns to GIG Shareholders
and the market value of the GIG Shares.

46.   Failure to comply with laws and regulations to which the GIG Target
Group is subject may lead to disciplinary, administrative, civil and/or
criminal enforcement actions, fines, penalties and civil liability and may
lead to negative publicity harming the GIG Target Group's business and
reputation.


As of the date of this Circular, the GIG Target Group is and will continue to
be subject to laws and regulations relating to several areas such as
environment, health and safety, construction, procurement, administrative,
accounting, corporate governance, market disclosure, tax, employment and data
protection, primarily in the UK and Switzerland, and in the future in Iceland.
Such laws and regulations may be subject to change and interpretation. Any
failure to comply with applicable laws and regulations that may change over
time, or the interpretation and enforcement of which may change over time, may
lead to disciplinary, administrative, civil and/or criminal enforcement
actions, fines, penalties and civil liability. This may carry negative
publicity, resulting in a material adverse effect on the GIG Target Group's
business, results of operations, financial condition, prospects and
reputation, with a consequential adverse effect on income and capital returns
to GIG Shareholders and the market value of the GIG Shares.

RISKS RELATING TO HOLDING THE GIG SHARES AND GREENBONDS FOLLOWING THE BUSINESS
COMBINATION

47.   There is a risk that the market for the GIG Shares will not be active
and liquid, which may adversely affect the liquidity and price of the GIG
Shares.


Prior to the Business Combination, there has not been a public market for the
GIG Target Shares. The price of the GIG Shares after Completion may vary due
to general economic conditions and forecasts, GIG's general business condition
and the release of financial information by GIG. Although the current
intention of GIG is to maintain a listing on Euronext Amsterdam for each of
the GIG Shares, there can be no assurance that, GIG will be able to do so in
the future. In addition, the market for the GIG Shares may not develop towards
an active trading market or such development may not be maintained. Investors
may be unable to sell their GIG Shares unless a viable market can be
established and maintained. As such, investors should not expect that they
will necessarily be able to realise their investment in GIG Shares within a
period that they would regard as reasonable. Accordingly, the GIG Shares may
not be suitable for short-term investment. Even if an active trading market
develops, the market price for the GIG Shares may decrease following
Completion.

48.   The GreenBonds are complex financial instruments and there can be no
assurance that the GreenBonds will be listed and that, to the extent they will
be listed, there will be an active and liquid market for the GreenBonds.


The GreenBonds are complex financial instruments and may not be suitable for
all investors. Each potential recipient of GreenBonds ("Recipient") should (i)
have sufficient knowledge and experience to make a meaningful evaluation of
the GreenBonds, the merits and risks of investing in the GreenBonds and the
information contained or incorporated by reference in this Circular; (ii) have
access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of the investor's particular financial situation, an investment in the
GreenBonds and the impact the GreenBonds will have on the Recipient's overall
investment portfolio; (iii) have sufficient financial resources and liquidity
to bear all of the risks of an investment in the GreenBonds and (iv) be able
to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic, interest rate and other factors that may affect the
Recipient's investment and the Recipient's ability to bear the applicable
risks. Before investing in the GreenBonds, each potential Recipient should
have understood thoroughly the conditions attaching to the GreenBonds as set
out in the instruments of the GreenBond Instruments and be familiar with them
and the contents of this Circular. The Company may redeem the GreenBonds
pursuant to the Conditions. Investors who consider acquiring GreenBonds should
reach an investment decision only after carefully considering the suitability
of the GreenBonds in the light of their particular circumstances.
Whilst it is intended that the GreenBonds will be listed on TISE, there can be
no assurance that the GreenBonds will be admitted to listing on TISE and in
the event that any such proposed listing does not proceed this will likely
impact the liquidity and transferability of the GreenBonds (if any).
As of the date of this Circular, no market exists for the GreenBonds. In
addition there can be no assurance that any secondary market will provide the
holders of any GreenBonds with liquidity of investment or will continue for
the life of such GreenBonds. There can be no assurance that the market
provided to the holders of GreenBonds by any listing will provide such holders
of GreenBonds with liquidity of investment or that it will continue for the
life of the GreenBonds (a listing on TISE typically offers limited or no
liquidity). Investors may be unable to sell their GreenBonds unless a viable
market can be established and maintained. As such, investors should not expect
that they will necessarily be able to realise their investment in GreenBonds
within a period that they would regard as reasonable (or at all). Accordingly,
the acquisition of GreenBonds is suitable only for investors who can bear the
risks associated with a lack of or no liquidity in the GreenBonds. Investors
must be prepared to hold the loan until final redemption or maturity of the
GreenBonds.
Investment in the GreenBonds is suitable only for investors who can bear the
risks associated with a lack of liquidity in the GreenBonds and the financial
and other risks associated with an investment in the GreenBonds. Any
prospective acquiror shall be responsible for assessing the legality and
suitability of an investment by it in the GreenBonds.
The issuer of a GreenBond's prospects are dependent on the performance of that
issuer and its subsidiaries. The relevant issuer can give no assurances as to
the performance of it or those entities. Prospective investors should conduct
their own investigations as to those entities and consult their own advisors.
Prospective acquirors of the GreenBonds should be aware that the amount and
timing of payment of the principal and interest on the GreenBonds will depend
upon the financial performance of the relevant issuer.
The Company intends to publish more detailed instructions in connection with
the GreenBonds in due course, subject to the approval of the Business
Combination.

49.   When 47.24% of the DCAC Sponsor Shares convert into GIG Shares, DCAC
Ordinary Shareholders will experience immediate and substantial dilution.


At the moment that 47.24% of the DCAC Sponsor Shares are converted into GIG
Shares, DCAC Ordinary Shareholders will experience immediate and substantial
dilution, as this will lead to an additional 1,476,279 GIG Shares being issued
and therefore a maximum dilution of 57.35% to DCAC Ordinary Shareholders,
excluding the impact of any DCAC Warrant exercise.
Furthermore, at the time of the Business Combination, the Company will issue a
substantial number of additional GIG Shares in order to complete the Business
Combination, both as consideration shares or as part of an equity fundraising
(for example by way of a placing) to finance the Business Combination, or in
addition under an employee incentive plan implemented following the completion
of a Business Combination. Whilst there is no guarantee that the Company will
be successful in raising any such additional equity financing, if it does so,
DCAC Ordinary Shareholders will suffer further dilution at such time.

50.   The Company may issue additional GIG Shares in connection with the
Business Combination. Any such issuances would dilute the interest of the DCAC
Ordinary Shareholders.


The Company will issue additional GIG Shares in connection with the Business
Combination, for example (i) to convert the DCAC Sponsor Shares into GIG
Shares, (ii) to redeem and extinguish the DCAC Public Warrants, or (iii) in
connection with the Offer to Eligible Investors. In addition, the Company may
issue additional GIG Shares under the terms of the management incentive plan.
The issuance of additional GIG Shares or conversion of DCAC Sponsor Shares
into GIG Shares may significantly dilute the equity interest of the DCAC
Ordinary Shareholders and, in addition, may adversely affect prevailing market
prices for the GIG Shares.

51.   Future sales or the possibility of future sales of a substantial
number of GIG Shares by the DCAC Sponsor and/or affiliates may adversely
affect the market price of the GIG Shares.


The DCAC Sponsor and each of the directors of the DCAC Board will be bound by
Lock-up Arrangements pursuant to the Insider Letter, as set out in section
"Lock-up Arrangements" and "The Offering" of the DCAC IPO Prospectus. The
Lock-up Arrangements included in the Insider Letter provides that the DCAC
Sponsor (including on behalf of the Truell Family Trusts) and each of the
directors of the DCAC Board may not transfer any GIG Shares until the earlier
of (a) one year after the Business Combination Completion Date; or (b) earlier
if (i) subsequent to the Business Combination, the closing price of the GIG
Shares equals or exceeds £12.00 per GIG Share (as adjusted for share
sub-divisions, share dividends, rights issuances, reorganisations,
recapitalisation and the like) for any 20 Trading Days within any 30 Trading
Day period commencing at least 150 days after the Business Combination
Completion Date; and (ii) any GIG Shares until 30 days after Completion. This
will be amended to (i) exclude the DCAC Sponsor Warrants, following their
transfer to the management incentive plan and (ii) to exclude any DCAC Sponsor
Shares (or DCAC Ordinary Shares issuable upon conversion thereof) until the
earlier of: (A) one year after the Completion Date; or (if earlier) (B)
subsequent to the Business Combination, the closing price of the GIG Shares
equals or exceeds £12.00 per GIG Share for any 20 Trading Days within any 30
Trading Day period commencing at least 30 Trading Days after the Completion
Date. The amended lock-up undertaking restricts the DCAC Sponsor's (including
on behalf of the Truell Family Trusts) and the directors' of the DCAC Board
ability to sell GIG Shares obtained as a result of converting DCAC Sponsor
Shares, but has no effect after such period has lapsed. Immediately
thereafter, the DCAC Sponsor (including on behalf of the Truell Family Trusts)
and the directors of the DCAC Board may sell part or all of their GIG Shares
obtained as a result of converting DCAC Sponsor Shares in accordance with the
Promote Schedule in the public market in accordance with applicable law. The
market price of the GIG Shares could decline if, following the end of any
lock-up period, a substantial number of GIG Shares are sold by the DCAC
Sponsor, the Truell Family Trusts, the directors of the DCAC Board and/or its
affiliates in the public market or if there is a perception that such sales
could occur. A sale of GIG Shares by the DCAC Sponsor and/or its affiliates,
as well as other members of the management team, could be considered as a lack
of confidence in the performance and prospects of the Company and could cause
the market price of the GIG Shares to decline. In addition, such sales could
make it more difficult for the Company to raise capital through the issuance
of equity securities in the future.

52.   GIG Shareholders may be liable for claims by third parties against
the Company for distributions received by them.


If the Company is forced to enter into an insolvent liquidation, any dividends
or other distributions received by the GIG Shareholders could be viewed as an
unlawful payment if it was proved that immediately following the date on which
the dividend or distribution was made, the Company was unable to pay its debts
as they fall due in the ordinary course of business. As a result, a liquidator
could seek to recover some or all amounts received by the GIG Shareholders.
Furthermore, the directors of the Company may be viewed as having breached
their fiduciary duties to the Company or the Company's creditors and/or may
have acted in bad faith, and thereby exposing themselves and the Company to
claims, by paying GIG Shareholders prior to addressing the claims of
creditors. The Company cannot assure investors that claims will not be brought
against the Company for these reasons. Any director of the Company who
knowingly and wilfully authorised or permitted any distribution to be paid
out, or who failed to take reasonable steps to ensure the relevant procedure
under Guernsey law was followed, could be personally liable to the Company to
repay the Company so much of the dividend or other distribution as is not able
to be recovered from relevant shareholders.

53.   Dividend, distributions or other payments on the GIG Shares are not
guaranteed.


As GIG matures, the GIG Board forecasts it to become highly cash generative.
Consequently, the GIG intends to pay semi-annual dividends to the GIG
Shareholders, in pounds sterling, in May and November of each year, with the
first dividend expected to be paid in May 2024.
However, GIG expects to be principally reliant upon dividends or other
distributions received on shares held by it in any operating subsidiaries in
order to do so. Payments of such dividends or other distributions will be
dependent on the availability of any dividends or other distributions from
such subsidiaries. GIG can therefore give no assurance that it will be able to
or determine to pay dividends as set out above or other distributions going
forward or as to the amount of such dividends, if any.
The declaration and settlement of dividends and distributions by GIG
(including, without limitation, the Special Dividend) (and any other Guernsey
company) are and will be subject to GIG (or the relevant Guernsey company)
being able to meet the statutory solvency as set out in the Companies Law.
Should GIG (or the relevant Guernsey company) be unable to meet such statutory
solvency test it will be unable to make a dividend or distribution (including,
without limitation, the Special Dividend).

RISKS RELATING TO TAXATION Tax Risk relating to holding GIG Ordinary Shares
following the Business Combination

Distributions made by Guernsey companies to non-Guernsey resident
shareholders, whether made during the life of the company or by distribution
on liquidation, will not be subject to Guernsey withholding tax provided such
payments are not taken into account in computing the profits of any permanent
establishment situated in Guernsey through which such non-Guernsey resident
shareholder carries on a business in Guernsey. Distributions made by companies
to Guernsey tax resident shareholders will be subject to withholding tax
dependent on the rate at which the company itself pays income tax in Guernsey.
GIG may be required to provide information to the Guernsey tax authorities
about distributions made to Guernsey tax resident individuals.

Tax Risks relating to GIG

Payments of interest from the UK to Guernsey are normally subject to a 10%
With-holding tax ("WHT"). The GreenBonds and loans down streamed to its
operating subsidiaries will therefore have to be carefully structured, for
example by being listed on the TISE, in order to mitigate this risk. It may
not be possible to claim a full tax credit, or any tax credit at all, nor to
pass any such tax credits through to the Shareholders.
Dividends from a Swiss company are normally subject to a 35% WHT. Payments to
a Guernsey entity, such as GIG will therefore have to be carefully structured
in order to mitigate this tax risk, for example by a merger subsequent to the
proposed Business Combination. It may not be possible to claim a full tax
credit, or any tax credit at all, nor to pass any such tax credits through to
the Shareholders. 11.      THE GIG TARGET GROUP'S BUSINESS


11.1      Overview


GIG Target, a Swiss limited company, was founded by Disruptive Capital in 2018
as a holding company of two assets: Advanced Cables and Atlantic
SuperConnection, and is being expanded to include a GIG Services subsidiary.
Advanced Cables was founded in 2020 with Disruptive Capital having identified
the opportunity for new HVDC cable manufacturing capacity by way of its
experience with Atlantic SuperConnection. The proliferation of interconnectors
and other renewable energy projects has created a severe global shortage of
HVDC cables, with demand expected to outstrip supply for many years to come,
and crucial energy transmission projects being delayed as a result. Advanced
Cables is developing a 1,500+ km/year capacity HVDC cable manufacturing and
armouring facility in the North East of England (the "Teesside Factory"). In
addition, Advanced Cables expects to create an aluminium stranding factory
(the "Straumsvik Factory") and a testing and research centre in Iceland (the
"Testing and Research Centre") in order to support the Teesside Factory. The
Teesside Factory will help address the global shortage of HVDC cable and will
facilitate dozens of interconnectors and offshore wind and grid strengthening
projects that are crucial to pursuing energy security and lower CO2 emissions.
Atlantic SuperConnection was founded in 2013 and is developing an
interconnector between Iceland and the UK. Interconnectors are power cables
connecting different countries' electricity grids, as a means of improving
grid efficiency and expediting the transmission of energy internationally from
where it is generated to where it is needed. As the world transitions to a
NetZero future in which human greenhouse gas emissions are fully negated, and
with recent stark reminders of the importance of energy security,
interconnectors are recognised as a central component to countries' energy
strategies. Key milestone achievements since Atlantic SuperConnection's
inception include the establishment of technical feasibility, the completion
of a seabed survey to ascertain the optimal HVDC cable route, securing a grid
connection agreement with the National Grid Operator (as defined below), and
the appointment of RTE International as Owner's Engineer.
GIG Services is expected to provide management, design and consultancy
services for the evaluation, development, construction and operation of
interconnectors and grid updates. In offering these consultancy services, the
GIG Target Group intends to become a full services company for the
manufacturing, development, operation, and ownership of interconnectors and
other power transmission projects, with three interlocking divisions: (i) HVDC
cable manufacturing (i.e. Advanced Cables), (ii) interconnector assets (i.e.
Atlantic SuperConnection), and (iii) ancillary services, such as design,
planning and operational management for grids and interconnectors (i.e. GIG
Services).
The Swiss companies benefit from Switzerland and Iceland's EEA membership,
which may provide regulatory and financial benefits relative to doing business
in Iceland through a company that is not domiciled in the EEA.

11.2      Operations


As of the date of this Circular, the GIG Target Group operations comprise two
main activities: (i) developing a HVDC cable manufacturing facility which
operates under the name Advanced Cables, and (ii) developing an interconnector
between Iceland and the UK which operates under the name Atlantic
SuperConnection. In addition, the GIG Target Group expects to expand its
business to include a GIG Services subsidiary. This section provides a
description of each operation.

Advanced Cables 

 Advanced Cables is developing the Teesside Factory, a 1,500+ km/year
capacity, 4-line HVDC cable manufacturing and armouring facility in the North
East of England. In addition, Advanced Cables expects to develop the
Straumsvik Factory and the Testing and Research Centre to support the Teesside
Factory.
Teesside Factory
The Teesside Factory will be built in two phases. Phase 1 covers the
development of a 800 km/year capacity, two-line HVDC cable manufacturing and
armouring facility, and phase 2 implements a further two-line for upwards of
700 km/year incremental capacity. It is expected that phase 1 will commence in
Q3 2023, with projected costs of £315 million, and that phase 2 will commence
in 2024, with projected costs of £297 million (both projected costs including
25% contingency). As of the date of this Circular, the GIG Target Group
envisages the Teesside Factory being fully in operation in the second half of
2025 after testing. As of the date of this Circular, Advanced Cables is
negotiating terms of a joint venture with its preferred operating partner, a
leading HVDC cable manufacturer, who would oversee and co-fund the Teesside
Factory specification and construction, and operate the Teesside Factory once
commissioned.
The production process for HVDC cables involves the following five steps:
1. a metal core is stranded from either an aluminium or a copper wire. The
metal wire is the conductor which allows electric current to flow. The
stranding of aluminium is expected to be done at the Straumsvik Factory, using
one stranding machine. As of the date of this Circular, the price of aluminium
is substantially lower than the price of copper. Although copper is considered
a better conductor, the GIG Target Group believes that, as of the date of this
Circular, the costs savings offset the lower conductivity. Nevertheless, the
Teesside Factory will have the flexibility to produce both aluminium- and
copper-core HVDC cable.
2. the insulation of the conductor is added through a process of extruded
cross-linked polyethylene (XLPE), using primarily high-density polyethylene
(HDPE) and specialist chemical additives, which process will take place in the
Teesside Factory. XLPE cables is a relatively young technology, especially as
the compound used to make XLPE cables has evolved over the years in order to
achieve higher dielectric properties and voltages. The constant evolution of
XLPE cables is a strength, as they can now compete with MI cables in terms of
voltage capacity. On the other hand this means the latest XLPE technologies do
not have much operating history, and so could be considered more risky than
alternative insulation options such as MI cables. The GIG Target Group
considers the XLPE as the most suitable option for the interconnector between
Iceland and the UK, as they can operate at higher temperatures than MI cables,
which enables a smaller conductor cross-section for a same power capacity. For
underground cables, XLPE cables are lighter than MI cables due to the use of
aluminium for the metallic sheath instead of lead. That can allow longer cable
lengths to be transported and laid for XLPE cables. Finally, XLPE cable
systems are more industrialised in their process of production;
3. after the insulation, the cable is waterproofed by passing it through a
molten lead bath, using lead as the raw material;
4. an armour wire is added next, which is a specific process for submarine
cables to provide the cable with additional mechanical protection. This
process requires two armouring machines to give two layers, and uses a steel
wire as the raw material; and
5. subsequently, the cable is wrapped in a polypropylene yarn. All raw
materials, with the exception of some chemical additives, are widely available
on the open market. Advanced Cables has not yet entered into any contracts
with suppliers of these materials and will not do so until the Teesside
Factory is almost operational. Companies such as INEOS are possible suppliers
of the chemical additives.
 The Teesside Factory will help to address the global shortage of HVDC cables
that many offshore wind, interconnector and grid update projects are
confronted with. By 2030, the projected demand for HVDC cables is
approximately 18,000 km/year vs. approximately 8,500 km/year of existing and
planned capacity (source: Company information, Market Reports). In the UK and
Europe alone, there are as of the date of this Circular, over 40
interconnector projects under development that will require over 45,000 km of
HVDC cable in total (source: Company information, Market Reports). Atlantic
SuperConnection will requires 3,416 km of HVDC cable for the interconnector
between Iceland and the UK, and Atlantic SuperConnection has committed in
principle to an order of at least 1,700 km of HVDC cable from Advanced Cables,
once the Teesside Factory is under construction.
The Teesside Factory has direct access to deep water ports for most efficient
export of the relatively heavy HVDC cables, minimising transportation from the
factory to shipping. The Teesside Factory expects to facilitate a great number
of interconnector, offshore wind and grid and strengthening projects that are
crucial to pursuing energy security and lower CO2 emissions. It is expected
that the national and local government(s) of the UK will support the Teesside
Factory, and potentially offer government-backed funding and incentives, as
the Teesside Factory will support UK's policies and goals on:
* NetZero: the Teesside Factory will supply and facilitate projects that
support the transitioning of the UK's energy infrastructure to support lower
CO2 emissions that can be fully offset, captured, or otherwise negated;
* Energy security: Advanced Cables will help secure the UK's electricity
supply as the Teesside Factory will supply Atlantic SuperConnection and other
interconnector projects in the UK with HVDC cables, facilitating a more
interconnected grid which is more efficient, stable and able to respond to
market stress;
* Increasing manufacturing and exports: With the Teesside Factory, the UK will
have a high quality manufacturing facility. In addition, the Teesside Factory
will establish the UK as a major exporter of HVDC cables and facilitator of
energy transition projects; and
* Economic regeneration in the North East of the UK: The Teesside Factory
brings investment to the North East of the UK, a focal area of UK regional
development initiatives. The Teesside Factory is expected to create at least
800 new jobs once operational.
Straumsvik Factory
Advanced Cables expects to create an aluminium core factory in order to supply
the Teesside Factory. The Straumsvik Factory will be located in Straumsvik,
Iceland for the purposes of proximity to the aluminium smelter located there
and access to global shipping. Similar to the Teesside Factory, the Straumsvik
site enjoys immediate deep water port access and has the infrastructure
already in place to handle heavy materials, since it is adjacent to an
aluminium smelter. This enables the transportation of the relatively heavy
aluminium cores of the HVDC cables produced at the Straumsvik Factory to the
Teesside Factory for further processing. From Straumsvik the aluminium
stranded cores will be transported to the Teesside Factory where they will be
processed into the HVDC cables.
The Straumsvik Factory will further enhance the substantial economic benefits
offered by the GIG Target to Iceland. Aluminium stranding is a process used in
the production of aluminium wires and cables, including HVDC cable. In this
process, a number of aluminium wires are twisted or stranded together to form
a single, stronger and more durable wire. The aluminium stranding process
involves feeding a number of aluminium wires through a stranding machine,
which twists the wires together to form a strand. The number of wires used in
a single strand can vary depending on the application and required strength of
the wire.
The Straumsvik Factory will perform the first step of the overall cable
manufacture process by manufacturing the aluminium core of the HVDC cables
that will ultimately be produced at the Teesside Factory. The core of the HVDC
cables can also be produced using copper and although it is, as of the date of
this Circular, envisaged that the Straumsvik Factory will produce aluminium
stranded cores, it will be able to shift to copper stranded cores if customers
prefer or if otherwise required, for example due to price fluctuations in or
supply shortages of aluminium.
The Straumsvik Factory will serve as an internal facility to service the GIG
Target Group and, as of the date of this Circular, no third party customers
are included in its business case. The Straumsvik Factory is expected to
create c. 100 jobs and to give Iceland significant added economic value from
its production of aluminium, which is largely exported in ingot form at
present.
Building such a factory is likely to require less than 12 months and will be
tied into the overall Advanced Cables construction programme.
Testing and Research Centre
The Testing and Research Centre, to be based near Keflavik, Iceland, is
expected to create c. 40 jobs, largely in highly skilled scientific and
engineering roles. It is intended to support Advanced Cables and its customers
in the continual improvement of the electrical and mechanical performance of
the HVDC cables produced by Advanced Cables, and of the energy projects
supplied by it.
The Testing and Research Centre will include both electrical and mechanical
testing facilities, and will likely be associated with an existing university.
The Testing and Research Centre will serve as an internal facility to service
the GIG Target Group and, as of the date of this Circular, no third party
customers are expected.
After Completion, GIG intends to invest up to £150 million of equity in
Advanced Cables to co-fund the formation of the manufacturer partnership,
customer acquisition, and the planning and construction of the Teesside
Factory, the Straumsvik Factory and the Testing and Research Centre.

Atlantic SuperConnection

 Atlantic SuperConnection is developing a 1,708 km bi-pole interconnector
between Iceland and the UK with a capacity of up to 1.8 GW, through which
Iceland can provide over a million households in the UK with renewable energy.
The interconnector will provide the UK with reliable renewable energy
generated from geothermal and hydroelectric sources, at a lower price than
nuclear power and without the weather-based intermittency of wind and solar
sources. It is expected that the interconnector will reduce the UK energy
sector's CO2 emissions by more than 3% (i.e. 1.1 million tonnes of CO2 per
year). Offtakers in the UK will purchase the energy directly from the
Icelandic generators, while Atlantic SuperConnection will transmit the energy
through the interconnector.
In addition, Atlantic SuperConnection will for the first time connect the
Icelandic electricity system to that of other countries, providing Iceland
with greater security of supply in case of domestic supply disruption. It will
provide an additional income source to the Icelandic economy as well as wider
direct and indirect economic benefits, which are expected to equal $1.4 to
$3.5 billion in aggregate in the first 35 years of ASC's operation. In
addition, the GIG Target Group expects that the development of the
interconnector will create more than 700 permanent jobs in Iceland.
Most interconnectors are two-way and link two energy networks with fluctuating
supply and demand. As such the directional flow of energy via the
interconnector, and the revenue it generates therefrom, depends on the
relative energy surplus or shortage of the two countries at any one time. In
the UK, such interconnectors in operation include IFA 1, IFA 2, Eleclink,
BritNed, and Nemo Link. In contrast, Atlantic SuperConnection will connect
Iceland – an isolated grid with an economical and dependable energy supply
from geothermal and hydroelectric generation – with the UK, a grid facing
severe supply shortages and sharp price fluctuations, in need of zero carbon
baseload and dispatchable power to fill the role historically played by
hydrocarbons. In connecting two energy markets with asymmetrical supply-demand
dynamics, Atlantic SuperConnection expects energy transmission to be
predominantly one way from Iceland to the UK, and so generate more predictable
revenues underpinned by long-term power purchase agreements, typically with
prices linked to UK inflation rates.
Atlantic SuperConnection has entered into an agreement with the National Grid
Electricity System Operator Limited (the "National Grid Operator"). This is a
regulated private party in the UK that operates and maintains the UK's grid
electricity system through which energy is transmitted from suppliers to
customers (the "National Grid"). Atlantic SuperConnection entered into an
agreement with the National Grid Operator on 29 March 2019 (the "National Grid
Connection Agreement"), providing the required approval to connect a 1GW cable
to the National Grid, Atlantic SuperConnection will request an amendment to
this agreement to permit a 1.8GW cable. See also "– National Grid Connection
Agreement".
It is the GIG Target Group's intention to take the FID to commence
construction in 2024 and to have an interconnector between Iceland and the UK
fully in operation by 2029. As of the date of this Circular, Atlantic
SuperConnection has invested £30 million in planning the construction of the
interconnector. The GIG Target Group and its co-investors expect to invest a
further £26 million to reach the FID and to need £3.43 billion of
construction funding, which it is expected will comprise 67% debt and 33%
equity financing.
Atlantic SuperConnection's expected infrastructure:

 Partnership with RTE International

In September 2022, Atlantic SuperConnection entered into a partnership with
RTE International. RTE International and RTE are among the world's major
interconnector consultancies and owner-operators respectively, bringing
significant expertise and experience to the Atlantic SuperConnection project.
RTE International was appointed as Atlantic SuperConnection's owner's engineer
for the completion of the development stage. As such, RTE International is
working with Atlantic SuperConnection and its other advisers to complete the
engineering studies and assessments required to start construction of the
interconnector, such as the technical feasibility study and a second seabed
survey. In order to promote economic alignment for the completion of the
interconnector, RTE International has an option over up to 0.92% of the equity
in Atlantic SuperConnection. As things stand, RTE International's role as
Owner's Engineer will end when the construction of the interconnector can
commence, however its role may be extended to cover the construction and
operation of the interconnector, subject to the outcome of RTE Negotiations.
Atlantic SuperConnection confirmed the technical feasibility of the
interconnector by means of extensive studies listed. See also "Research and
Development and IP". Atlantic SuperConnection and RTE International's work is
being supported by AFRY, a prominent energy market consultant, who have
produced comprehensive reports on the UK energy market outlook, PPA prices,
and the impact of Atlantic SuperConnection on the Icelandic economy and energy
market.

GIG Services

GIG Services expects to provide management services for the evaluation,
development, construction, and operation of interconnectors and grid upgrades.
The GIG Target Group's management, advisers and their affiliates, led by Ian
Drew and Matthew Truell, and senior advisers Chris Sturgeon and Kari Stadigh
have significant experience in the subsea power transmission sector in
renewables, interconnectors, power from shore and domestic grids. As well as
developing the GIG Target Group's own operations, they have provided strategic
and technical support, marine management, and advice to many of the leading
Transmission System Operators (TSOs) across Europe, including RTE and National
Grid. For example, they have worked on IFA2, NeuConnect, Britned and Viking
Link, and internationally on BassLink.
GIG Services will benefit from the expertise and capabilities of the GIG
Target Board, senior advisers, and management. Their experience at a very
senior level of the planning, engineering, installation, operations and
maintenance of over 10,000 km of HVDC cable and interconnectors will be sought
after by clients. The GIG Target Group management and affiliates are
specialised in marine work, which will be invaluable to GIG Services as it
seeks to establish itself in the subsea power transmission sector.
Working with partners such as RTE International, AFRY, Aecom, Red Penguin and
Powershore, GIG Services will aim to feed the GIG Target Group's
interconnector portfolio pipeline. The division will achieve this by
converting management mandates into interconnector assets, taking equity
stakes in development projects it advises on, and seeking first refusal to
provide construction equity, in return for lead management of planning,
construction, and operations. In addition, GIG Services intends to accelerate
this part of the business through acquisition of consultants and/or management
firms.

Key markets

Interconnectors

The UK energy market is experiencing an upheaval, with the twin objectives of
decarbonisation and energy security proving hard to balance. Greater power
price volatility has been driven not only by recent geopolitical events, but
also a growing dependence on wind and solar, where supply is subject to
weather fluctuations and cannot be increased during peak demand. Baseload and
dispatchable power have historically been provided by coal and gas, but these
are being phased out in pursuit of decarbonisation and therefore zero emission
alternatives are needed. Nuclear power has been widely expected to play such a
role, however current power plants under development and construction have
been beset by significant delays, cost overruns, and public opposition, while
offering higher power prices than alternatives. Moreover, recent widespread
technical issues in existing nuclear plants in France have further underlined
the risk of depending on nuclear energy. Atlantic SuperConnection believes
geothermal and hydroelectric power from Iceland forms a key part of the
solution, alongside technologies such as long duration energy storage, and
other non-intermittent renewables such as biofuels. The interconnector between
Iceland and the UK which will predominantly transmit power from the former to
the latter, thereby providing the UK energy market with renewable,
dispatchable and baseload energy. Over 99.5% of Iceland's electricity is
generated from renewable, non-intermittent sources, with c.70% from
hydroelectric and c.30% from geothermal. As of the date of this Circular,
Iceland's energy market is not connected to that of other countries, meaning a
large energy reserve is required and any surplus energy is wasted in the
absence of infrastructure to export or store it.
Atlantic SuperConnection expects at least 70% of the power it transmits to be
sold under long-term, inflation-linked PPAs, which enable commercial and
public sector energy users to hedge against price spikes while meeting CO2
emissions targets. There is heightened demand for PPAs in light of recent
price volatility. PPAs are an attractive option for offtakers seeking to
control energy procurement costs and meet their stated decarbonisation
objectives or obligations, and typically guarantee a fixed, inflation-linked
purchase price for a given volume of energy for upwards of 10 years. In the UK
energy market, PPAs are generally categorised as financial or physical, with
physical PPAs sub-categorised as standard or corporate ("sleeved"). A
financial PPA involves no transfer of physical power, but rather a swap
agreement over the fixed and spot energy prices as a means of hedging power
price risk. A standard physical PPA is typically entered into between a
producer and a utility or supplier, with power and payments transferred
directly between the two, and the utility then supplying end consumers. A
corporate or sleeved PPA is a tripartite agreement between a producer, a
utility, and a corporate consumer. It is expected that energy transmitted by
Atlantic SuperConnection will be sold under standard and/or corporate physical
PPAs, with Atlantic SuperConnection contracted as the transmitter (but not the
supplier) of the energy. As of the date of this Circular, in the UK there are
7 existing international interconnectors, 3 interconnectors under
construction, and at least 10 interconnectors planned or under development.
The existing interconnectors connect the energy system of the UK to the
relatively similar energy markets of other countries such as France or the
Netherlands. For example, there are 3 existing interconnectors between the UK
and France. These interconnectors have a frequent two-way flow whereby,
depending on the demand and supply on both sides of these interconnectors,
energy is transmitted to the other country. The energy that is transmitted
through these interconnectors is, as of the date of this Circular, neither
100% renewable nor 100% baseload. In contrast, Atlantic SuperConnection will
(i) predominantly transmit power one-way from Iceland to the UK, and (ii)
transmit energy that is both 100% renewable and predominantly baseload, which
will help reduce the both the UK's emissions and energy supply volatility.
Growing dependence on intermittent renewable energy sources such as wind and
solar, together with energy security issues highlighted following Russia's
invasion in Ukraine, means countries are increasingly seeking to integrate
their power grids with interconnectors as a means of increasing the efficiency
and flexibility with which energy can be dispatched to the market where it is
required. Interconnectors enjoy strong political tailwinds from national and
international bodies, not least from the European Union's target of at least
15% grid interconnection by 2030. While existing interconnectors benefit from
record energy prices, the GIG Target Group sees many attractive opportunities
for the acquisition of existing or development of new interconnectors.
HVDC cables
HVDC cables contrast with more common High Voltage Alternating Current
("HVAC") transmission cables. HVDC cables are cheaper and more efficient for
the transmission of energy over long distances, as they incur significantly
lower transmission losses. HVDC cables also have an important application in
stabilising electricity grids, and are a key component of many grid
strengthening projects.
HVDC cable manufacturing is therefore a key component of the energy
transition, not only to supply interconnectors but also grid upgrade and
offshore wind projects, many of which require HVDC cables. Widespread
electrification of transport and heating is forecast to place unprecedented
strain on grid networks and necessitating major upgrades. At the same time,
HVDC cables are increasingly being used for offshore wind farms as these
projects become higher capacity and longer distance. In the UK alone,
electricity demand is forecast to increase by more than 40% by 2043, and
offshore wind capacity by more than 300%. In anticipation of this strain, in
2022 the UK National Grid announced a £54 billion plan to upgrade the
electricity network by 2030.
The HVDC cable manufacturing industry is characterised by a substantial
supply-demand imbalance that has created significant order backlogs. The GIG
Target Group estimates that current HVDC cable production capacity is some
5,000 km/year, with a further 3,000 km of capacity planned and expected to be
operational by 2027 (including 1,500 km from Advanced Cables). This compares
with projected global demand of 18,000 km p.a. by 2030. In Europe alone, as
date of this Circular, Advanced Cables has identified over 40 interconnector
projects under development that would require over 45,000 km of HVDC cable in
total.
Consultancy
The market dynamics for GIG Services are similar to those for interconnectors
and HVDC cables set out above. The drive for decarbonisation and energy
security is generating a growing number of interconnectors, grid upgrade, and
offshore wind projects, many of which will require third-party management
services for the planning, development, construction and/or operating phases.

11.3      Key Strengths


The GIG Target Group identifies the following key strengths of its business:
Strong position offering the potential to capture market growth within the
HVDC cables and related projects
The GIG Target Group's expertise and broad range of services positions it to
capture market growth in the energy transition and specifically in the area of
interconnectors and grid upgrades. As set out above, interconnectors are
growing in number and importance, are widely regarded as a key component of
decarbonisation and energy security, and directly benefit from higher power
prices. The supply of HVDC cable is crucial to many interconnector, offshore
wind and grid upgrade projects, that are central to energy security and energy
transition developments. Supply shortages of HVDC cables represent a hurdle to
the energy transition and energy security developments and therefore offer the
GIG Target Group the potential to market growth in the HVDC cables segment,
ultimately leading to long-term revenues at high margins. The proliferation of
interconnectors and grid upgrades also represents an opportunity for GIG
Services. The combination of HVDC cable manufacturing, interconnector
ownership, and related management services offers scope for cross-selling and
vertical integration. It is a strategic objective of the GIG Target Group to
use the expertise, HVDC cable supply capacity and market knowledge of the
divisions, harnessed with access to capital, in order to acquire, build and
develop a portfolio of interconnectors, whereby the acquisitions could include
operating interconnectors and interconnectors under development.

Monetising the interconnector market opportunity

Investing in interconnectors offers capital appreciation from pre-operational
projects, and income from operational assets. This income typically combines
long-term, inflation-linked cash flows from PPAs, and energy price upside from
power sold into the spot market. The long-term return on capital for
interconnector projects is typically very attractive as a large proportion of
the financing of interconnector projects can be funded with debt, particularly
when the majority of cash flows are contracted. The GIG Target Group considers
that the compression of these returns is likely to be mitigated by both the
number of interconnector opportunities and the barriers to entry of the
interconnector market. The barriers to entry include, among other things, the
shortage of HVDC cables and expertise to manage the projects, both of which
will be provided by GIG through Advanced Cables and GIG Services. As a result
of these relatively high rates of long-term return on capital based on largely
contracted cash-flows, there is a scope for immediate recognition of the
future projected cash flows.

Progressing environmental and social goals

The GIG Target Group profits from and supports two strong environmental and
social policy imperatives: decarbonisation, and energy security. The focus on
decarbonisation and NetZero goals in fighting climate change supports the
development of interconnectors, grid upgrades, and offshore wind that will be
supplied and supported by the GIG Target Group's three divisions. The Teesside
Factory will facilitate such projects through the supply of scarce HVDC cable,
GIG Services will support such projects with technical expertise, and GIG
Target's interconnector division will finance interconnector projects such as
the one being developed by Atlantic SuperConnection. It is expected that this
interconnector will reduce the UK's CO2 emissions from energy usage by more
than 3% (i.e. 1.1 million tonnes of CO2 per year). The development of the
Atlantic SuperConnection interconnector will furthermore result in less
spillage of excess generation in Iceland.
Similarly, the increased focus on energy security following Russia's invasion
in Ukraine also shifts focus of governments and other stakeholders to projects
that increase grid strength, interconnection, and energy supply, a crucial
social policy objectives in times of rising living costs that have been driven
in no small part by power supply shortages and volatility. The interconnector
from Iceland to the UK will transmit geothermal and hydroelectric energy,
highly predictable and continuous sources of energy at economical prices.
Moreover, Atlantic SuperConnection will connect Iceland's isolated grid to the
international energy market and have the ability to transmit power from the UK
to Iceland in the event of excess demand in Iceland. Atlantic SuperConnection
will therefore increase the energy security of both the UK and Iceland.

Diversification and supply chain security from investment in key integrated
businesses

The GIG Target Group has a diversified business model, as it will manufacture
the HVDC cables, develop, construct and operate interconnectors, and offer
management services to the energy projects set out herein. For example, if a
company only develops interconnectors, such company may face supply risks such
as global shortages of HVDC cables and advisors that are available and have
the expertise to advise on interconnector projects. By developing a full
service portfolio, the GIG Target Group is less exposed to supply chain risks.
Furthermore, diversified revenue streams mean give GIG Target higher quality
earnings than a mono-line business once its subsidiaries are all operational.

Resilient cash flows and downside protection

The GIG Target Group expects its business to have resilient term cash flows
and downside protection. The energy transmitted by Atlantic SuperConnection
will be sold under long-term PPAs and to a lesser extent on the spot market.
These long-term PPAs are inflation-linked contracts and are entered into for
longer periods of time, thereby ensuring a minimum level of cash flows and
generating stable and inflation- protected income. Moreover, in light of the
issues surrounding climate change and energy security, the GIG Target Group
expects that even in times of recession investments in green and renewable
energy are likely to continue at great scale, thereby limiting the cyclicality
of its manufacturing, interconnector and consultancy divisions. Cash flows
will be generated from the manufacturing of HVDC cables, the ownership of
interconnectors, and the services rendered by GIG Services, thereby
diversifying the GIG Target Group.

Management team with deep industry experience

As well as the board of the supervisory Global InterConnection Group holding
company, the management team and advisers to Global InterConnection Group have
substantial relevant industry experience which allows them to effectively and
efficiently address the needs of customers, identify opportunities and threats
in the market, develop new market positions and produce high quality, cost
competitive products and assets in time.
Matthew Truell, the Technical Director of the GIG Target Group, brings his
expertise as the Head of Power at Red Penguin, a leading submarine cable
consultancy. He has extensive experience in HVDC cable design, planning,
construction, and operations, and has worked on many of the UK's existing
interconnectors.
Ian Drew, Executive Chairman of Atlantic SuperConnection and Advanced Cables,
is another key member of the management team. He was formerly the Chief
Marketing Officer of ARM Holdings, where he led business development and
strategy.
Kari Stadigh, a Senior Adviser to the board, was the Group CEO of Sampo
between 2009 and 2019 and the Executive Chairman of If Insurance from
2002-2019. He is also former Vice Chairman of Nokia, which has substantial
sub-sea cable manufacturing, maintenance and operational interests.
Henrik Ernrooth, the Founder and Chairman of AFRY, a world-leading energy
consultancy, is a Senior Adviser to the GIG Target Board. He has extensive
experience in renewable energy projects, including interconnectors and HVDC
cable manufacture.

The partners of GIG Target Group have a proven track record in the industry

In addition to its own expertise, the GIG Target Group has entered into
partnerships with leading companies in the energy and interconnector market,
which enables the GIG Target Group to profit from the significant expertise
and experience.
The GIG Target Group has partnered with RTE International, a consultancy and
engineering company whose activities cover all areas of electricity
transmission. RTE International is the consultancy branch of RTE, Europe's
largest grid operator, and it provides global advisory services on grid
upgrades and interconnector projects.
Another key partner of the GIG Target Group is AFRY, a European leader in
engineering, design, and advisory services, with a global reach. AFRY is a
world-leading energy consultant and engineer that has completed the build-out
of NKT's HVDC factory in Sweden and provides ongoing power price modelling and
projections for major grid operators and other energy market participants.
Red Penguin is a leading independent multidisciplinary marine and
cable-engineering consultancy. They work with GIG and Atlantic SuperConnection
to deliver the comprehensive expertise, management solutions and strategic
advice necessary to support submarine cables. They have significant experience
in the subsea power transmission sector in renewables, interconnectors, power
from shore and domestic grids having provided technical input for the
planning, engineering, installation and maintenance of over 10,000 km of high
voltage cable.
Aecom is a world leading infrastructure consultancy who are assisting Advanced
Cables with the construction of the HVDC Cable factory in the North East of
England. Global leaders in their field, they were ranked number one in
transportation design, facilities design, green design and environmental
engineering by Engineering News-Record in 2022. They were also named one of
the World's Most Ethical Companies for its commitment to integrity and making
a positive impact by Ethisphere in 2023. As of the date of this Circular, they
are listed at 260(th) on the Fortune 500 as one of America's largest
companies.

11.4      Strategic Objectives


The GIG Target Group's short-term strategy is to bring Advanced Cables into
operation, and bring Atlantic SuperConnection to the FID-stage, at which point
construction can commence, in both cases supported by GIG Services.
To help fund the formation of the manufacturer partnership, planning,
construction in the UK and Iceland, and customer acquisition, the GIG Target
Group plans to invest up to £150 million of equity in Advanced Cables,
expected to be in joint venture with a world-class cable manufactor.
Additionally, the UK Department for Trade and the local authorities may offer
government-backed funding and incentives to support the project, which the GIG
Target Group is pursuing.
The total incremental budget for Atlantic SuperConnection to reach FID is £26
million, of which the GIG Target Group expects to fund £20 million, with
strategic investors providing the balance. Atlantic SuperConnection's reaching
FID is also expected to be facilitated by Advanced Cables committing to
provide upwards of 1,700 km of HVDC cable from the Teesside Factory.
GIG Target's ownership of Atlantic SuperConnection gives it first right of
refusal to invest at FID to fund construction, with the potential to provide
up to £1,200 million of construction equity and £2,300 million of
construction debt. A large portion of this equity investment may be syndicated
to strategic co-investors to promote alignment and provide additional
expertise. Similarly, it is anticipated a large part of the construction debt
will be financing by third party lender. Other key milestones to reach FID
include the ongoing technical work by RTE International set out herein, and
securing agreements for power supply and offtake in Iceland and the UK
respectively.
In the long term, the GIG Target Group is pursuing its strategy to become a
global NetZero and energy security full service business, with a drive to
scale and diversify risks. The GIG Target Group plans to expand through
acquisitions, including diversifying its interconnector portfolio by acquiring
other interconnectors. In addition, the GIG Target Group plans to form and
grow GIG Services, ultimately aiming to offer upfront design, feasibility and
planning services for third-party interconnectors, offshore wind, and grid
upgrades, which will feed a pipeline of HVDC cable customers and
interconnector investment opportunities. The GIG Target Group intends to focus
on acquisition opportunities in interconnector portfolios, cable
manufacturers, and specialist power transmission sector expertise, aiming to
make new investments in a risk- controlled manner through an integrated
offering. This includes add-on acquisitions of operating assets to gain
immediate access to cash flows.

11.5      Customers


None of the subsidiaries of GIG Target have committed external customers at
this point. Energy transmitted by Atlantic SuperConnection will be sold under
a combination of long-term PPAs and on the open market at spot rates. With
respect to the long-term PPAs, customers would include large-scale users such
as (i) utility companies that sell the energy to households and businesses;
(ii) individual businesses with large electricity needs such as data centres,
factories or supermarket chains; and (iii) government entities such as
councils and city municipalities. With respect to Advanced Cables, there are
no firm customers or commercial contracts entered into as of the date of this
Circular, but Atlantic SuperConnection is expected to order at least 1,700 km
of HVDC cable from Advanced Cables. Other customers of Advanced Cables will
include developers of other interconnectors, developers of offshore wind
projects, and grid operators and owners undertaking upgrades. The customers of
GIG Services will overlap with the customers of Advanced Cables and Atlantic
SuperConnection, as GIG Services will be able to consult and advise on each of
the operations of Advanced Cables and Atlantic SuperConnection.

11.6      Research and Development and IP


As of the date of this Circular, the GIG Target Group has performed several
surveys and studies regarding the technical feasibility, market opportunity,
investment considerations, the regulatory framework, and economic impact of
the Atlantic SuperConnection interconnector project. For example, a seabed
survey was conducted, Global Marine and Red Penguin conducted a desktop study
on the cable route and Arup, AECOM and Petrofac drafted proposals for the
installation of the seabed cable, all concluding the interconnector is
technically feasible. In addition, more general analyses have been performed,
including economic impact and energy market analysis by AFRY. These reports,
together with further work, have been pulled together into comprehensive and
positive reports from RTE International.
The GIG Target Group has performed analysis regarding the technical
feasibility, market opportunity, investment considerations, the regulatory
framework, and economic impact of the Advanced Cables division.
In future, the GIG Target Group expects to expand its IP portfolio including
via further studies on Atlantic SuperConnection and other interconnectors, and
through the work carried out at the Advanced Cables Testing and Research
Centre.

11.7      Quality management and health, environment and safety


Quality management
Once the Advanced Cables and/or Atlantic SuperConnection divisions are
near-operational, the GIG Target Group will have quality control procedures in
place (the "Quality Management System"). The management of the GIG Target
Group is committed to a policy of quality assurance throughout its activities
in order to achieve the required quality standard to provide a product that
meets the specified requirements of the customer and to ensure strict
adherence to the governing requirements for safe and efficient operations and
continually improve the effectiveness of the Quality Management System.
Health environment and safety
The GIG Target Group is committed to ensuring a safe working environment and
the health and occupational safety of its employees, which are core values
that are constantly monitored by management and the board. The GIG Target
Group is committed to closely managing the risks associated with inadequate
health and safety matters through the promotion of a strong health and safety
culture and well-defined health and safety policies. In particular, the GIG
Target Group is committed to creating an environment in which no one is
harmed. The GIG Target Group aims to achieve this by continuously investing in
materials, safety and personal development to improve and secure our
sustainable employability.

11.8      Environmental and Social Goals


Sustainability is at the heart of the GIG Target Group business. The GIG
Target Group view sustainability as an endeavour towards achieving good
results without such achievement being at the expense of people, animals and
the environment. The GIG Target Group believes that the following factors
contributes to the environmental and social goals pursued:
* The GIG Target Group expects to cut CO2 emissions from UK power generation
by 3%, which equals 1.1 million tons;
* The interconnector between Iceland and UK will result in less spillage of
excess energy generation in Iceland;
* Providing the UK with a greater supply of economical energy from dependable,
renewable sources will increase energy security and is expected to reduce the
price volatility endured by UK consumers;
* The GIG Target Group will provide scarce HVDC cable to facilitate projects
that support energy security and decarbonisation goals notably also materially
reducing transmission losses and so avoiding the waste of electricity and
cutting CO2 emissions;
* The GIG Target Group is expected to deliver a substantial economic benefit
to Iceland by way of, inter alia, energy export revenues to both large and
small-scale generators; and
* The GIG Target Group expects to create hundreds of permanent jobs in both
the UK and Iceland.
11.9      Insurance


As of the date of this Circular, the directors of the GIG Target Group are
insured under an insurance policy against damages resulting from their conduct
when acting in their capacities as directors or officers up to an amount of
£10 million.
At the date of this Circular, the GIG Target Group does not carry any other
insurances, but it is committed to enter into appropriate insurances before
the divisions of the GIG Target Group become operational.

11.10      Permits and Licences


For the divisions of the GIG Target Group to become operational, permits are
required. For the interconnector, Atlantic SuperConnection will need to obtain
onshore and offshore permits from both the UK and Icelandic governments.
Initially Atlantic SuperConnection will apply to the UK Office of Gas and
Electricity Markets (the "OfGem"), the energy regulator in the UK, for an
exemption from an interconnector license. If the OfGem does not grant such
exemption, an interconnector license is required and Atlantic SuperConnection
will apply for such license. In addition, it is likely that the Icelandic
parliament will have to approve the interconnector and the transmission of its
energy to the UK. Lastly, amendments to the current National Grid Connection
Agreement will have to be made to permit higher capacities of energy to be
transmitted to – and from – the UK.
For Advanced Cables, the Teesside Factory and the Straumsvik Factory both
require planning permission from the respective local governments. There are
no regulatory requirements for a manufacturing license, however there is an
industry requirement to meet Sea Grade testing standards.

11.11      Material Agreements


The following agreements are agreements that are entered into by the GIG
Target Group and which the GIG Target Group considers to be material for its
business and operations.
National Grid Connection Agreement
On 29 March 2019, Atlantic SuperConnection entered into the National Grid
Connection Agreement with the National Grid Operator, pursuant to which
Atlantic SuperConnection has approval to connect to and use the National Grid.
Under the National Grid Connection Agreement, both parties shall carry out
specified works needed for the connection or have such works carried out by
(sub-)contractors and both parties will use their best endeavours to obtain
the necessary consents. Atlantic SuperConnection can terminate the National
Grid Connection Agreement prior to the commencement of the construction works
or if Atlantic SuperConnection fails to obtain the consents. The National Grid
Operator can amend or terminate the National Grid Connection Agreement if
Atlantic SuperConnection fails to meet capacity thresholds.
RTE International
On 16 September 2022, Atlantic SuperConnection entered into an agreement with
RTE International (the "RTE International Agreement"). Under the RTE
International Agreement, RTE International is appointed as the owner-engineer
of the interconnector and RTE International is rendering services to Atlantic
SuperConnection such as reviewing studies already carried out to confirm the
sizing of the project, carrying out the conceptual design of the project,
conducting network analyses, evaluating project construction costs and
performing economic analysis, developing the implementation plan, procurement
strategy and preparing the pre-bidding documents. Either party has the right
to terminate any or all part of the RTE International Agreement.

12.      CURRENT SHAREHOLDING STRUCTURE OF GIG TARGET


12.1      Description of the share capital


As of the date of this Circular, GIG Target's share capital is divided into
25,000 registered preferred A1 shares with a nominal value of SwFr
0.10 each ("A1 Shares"), 100,000 registered preferred A2 shares with a nominal
value of SwFr 0.10 each ("A2 Shares"), 100,000 registered preferred A3 shares
with a nominal value of SwFr 0.10 each ("A3 Shares"), 100,000 registered
preferred A4 shares with a nominal value of SwFr 0.10 each ("A4 Shares"),
1,500,000 registered preferred A5 shares with a nominal value of SwFr 0.10
each ("A5 Shares", and together with the Al Shares, the A2 Shares, the A3
Shares and the A4 Shares, the "A Shares"), 7,475,284 registered preferred B1
shares with a nominal value of SwFr 0.10 each ("B1 Shares"), 1,441,459
registered preferred B2 shares with a nominal value of SwFr 0.10 each ("B2
Shares" and together with the B1 Shares, the "B Shares"), 18,260,100 voting
shares with a nominal value of SwFr 0.01 each ("C Shares").
12.2      Current shareholders


As of the date of this Circular, the voting shareholders of GIG Target are,
and immediately prior to Completion comprise, on an aggregated basis
(excluding RTE International who hold options over 0.92% of Atlantic
SuperConnection, which are to be exchanged into economically similar options
in GIG): GIG Target fully diluted % votes Truell family 54.258% Long Term
Assets 15.742% Pension SuperFund CR 19.635% Management 3.178% Disruptive
Capital GP 1.924% German family office 3.149% Issus Pref LP 1.224% Truell
Charity 0.529% Others 0.362% Total 100% 

13.      FINANCIAL INFORMATION OF GIG TARGET


This section contains, among other things, information derived from the
audited historical consolidated financial information of GIG Target as at and
for the year ended 31 December 2022 with comparatives for the year ended 31
December 2021, prepared in accordance with IFRS and audited by Grant Thornton
AG, GIG Target's independent auditor (the "2022 Financial Statements"). The
2022 Financial Statements can be found in full on GIG Target's website:
www.globalinterconnectiongroup.com.
(https://www.globenewswire.com/Tracker?data=ISLJYWNfYLRRYP_txNIFIyYavETz62U9GzV_Lnut1sxCG0GBS3m6w2nBD_SDipaoxoRkT0_oVLeFfupGiwG4lfVVrbWew129AWCW_tyL0Lk=)

13.1      Selected Consolidated Financial Information


Presented below is selected consolidated financial information of the GIG
Target Group derived from the 2022 Financial Statements. The selected
consolidated financial information may not contain all of the information that
is important to the DCAC Shareholders and, accordingly, should be read in
conjunction with (i) the information contained in "– Capitalisation and
Indebtedness" and "– Operating and Financial Review"; and (ii) the 2022
Financial Statements, the accompanying notes thereto and the auditor's report
thereon.

Selected Consolidated Statement of profit or loss and other comprehensive
income

Year ended 31 December             2022            2021

(in GBP)

Revenue - -

Administrative expenses         (6,771,922)         
 (1,236,265)

Operating Loss                    (6,771,922)     
  (1,236,265)

Finance costs                         (366,387)           
 (624,222)

Finance income                              -           
        39,325

Loss before income tax       (7,138,309)        (1,821,162)

Income tax                                  -         
                       -

Loss for the year               (7,138,309)         
 (1,821,162)

Loss attributable to:

Owners of the parent             (7,138,309)

(1,230,927) Non-controlling interests         -         
  (590,235)       

                                            (7,138,309)
        (1,821,162)

Other comprehensive income
Forex translation reserve            44,779             
 339,739

Income tax relating to items        -                      
  -

that may  be reclassified subsequently

to profit   or loss

Other comprehensive income

for the year, net of income tax               44,779       
 339,739

Total comprehensive loss for the year  (7,093,530)   (1,481,423)

Total comprehensive income attributable to:

Owners of the parent                           
  (7,093,530)       (891,188)

Non-controlling interests                            -     
              (590,235) 

                                                   
     (7,093,530)        (1,481,423)



Consolidated Balance Sheet As of 31 December

                                                   
       2022        2021 (in GBP)

Assets

Non-current assets

Intangible assets                                919,065   
  951,889

Property, plant and equipment
Investments                                        996 
            1,424

Total non-current assets                  920,061     953,313

Current assets

Trade and other receivables                 65,762        73,565

Cash and cash equivalents                   24,852      4,938

Total current assets                            90,614   
78,503

Total assets                                   1,010,675  
1,031,816

Equity Shareholders' equity
Called up share capital                       1,019,117   
1,019,117

Forex Translation Reserve                      579,450    534,671

Other reserves                                    560,120 
    560,120

Share based payment reserve             1,890,331      -

Accumulated losses                            (15,531,194) 
 (8,392,885)

                                                   
     (11,482,176) (6,278,977)

Non-controlling interests                                - 
           -

Total equity                                      
(11,482,176) (6,278,977)

Liabilities
Non-current liabilities     
Loans                                               
 5,957,494     5,859,713

Current liabilities
Trade and other payables                     1,287,184     
427,184

Loans                                               
  1,781,049     1,023,897

Provisions                                           
3,467,123        - 
                                                   
       6,535,356       1,451,081

Total liabilities                                12,492,850
      7,310,794

Total equity and liabilities                1,010,675     
 1,031,816

Selected Consolidated Statements of Cash Flows Data

Year ended 31 December                           2022       
  2021 (in GBP)

Net flows from operating activities                  (737,238)   
(1,176,474)



Year ended 31 December                           2022       
   2021 (in GBP)

Net cash flows from investing
activities                                             
           -                  -
Net cash flows from financing 
 activities                                           
         757,152         1,023,897

Increase/(decrease) in cash and cash

equivalents                                           
     19,914         (152,577)

Cash and cash equivalents at 1
January                                               
        4,938              157,515

Cash and cash equivalents at 31 December   24,852        4,938

Non-IFRS Financial Measures

Prior to the publication of this Circular, the GIG Target Group has not
presented non-IFRS financial measures, i.e. alternative performance measures
that have not been audited or reviewed and are not recognised measures of
financial performance or liquidity under IFRS.
Such measures are used by management to monitor the underlying performance of
the GIG Target Group's business and operations. These non- IFRS financial
measures, when presented, may not be indicative of the GIG Target Group's
historical operating results, nor are such measures meant to be predictive of
their future results. Not all companies calculate non-IFRS financial measures
in the same manner or on a consistent basis. As a result, these measures may
not be comparable to measures used by other companies under the same or
similar names. Accordingly, undue reliance should not be placed on non-IFRS
financial measures and they should not be considered as a substitute for
operating profit, profit for the year, cash flow, expenses or other financial
measures computed in accordance with IFRS.
The Company does not intend to present non-IFRS financial measures in the near
future.

13.2      Operating and Financial Review


The following is a discussion of the GIG Target Group's results of operations
and financial condition as at and for the year ended 31 December 2022 with
financial information for the year ended 31 December 2021 as a comparative
(collectively, the "periods under review"). This discussion should be read in
conjunction with the selected historical financial information included in
"Financial Information of the GIG Target Group – Selected Consolidated
Financial Information" as well as with the 2022 Financial Statements which
have been audited by Grant Thornton AG. The following discussion of the GIG
Target Group's results of operations and financial condition should be read in
conjunction with "The GIG Target Group's Business". DCAC Shareholders should
read the entire Circular and not just rely on the information set out below.
The following discussion of the GIG Target Group's financial condition,
results of operations and cash flows contains forward-looking statements that
involve risks and uncertainties. The GIG Target Group's actual results could
differ materially from those that it discusses in these forward-looking
statements. DCAC Shareholders should read "Other Important Information –
Information Regarding Forward-Looking Statements" for a discussion of the
risks and uncertainties related to those statements. DCAC Shareholders should
also read "Risk Factors" and the section "Risk Factors" in the DCAC IPO
Prospectus for a discussion of certain factors that may affect the GIG Target
Group's business, financial condition, results of operations and prospects.

Overview

GIG Target, a Swiss limited company, was founded by Disruptive Capital in 2018
as a holding company of two assets: Advanced Cables and Atlantic
SuperConnection, and is being expanded to include a GIG Services subsidiary.
Advanced Cables was founded in 2020 with Disruptive Capital having identified
the opportunity for new HVDC cable manufacturing capacity by way of its
experience with Atlantic SuperConnection. The proliferation of interconnectors
and other renewable energy projects has created a severe global shortage of
HVDC cables, with demand expected to outstrip supply for many years to come,
and crucial energy transmission projects being delayed as a result. Advanced
Cables is developing a 1,500+ km/year capacity HVDC cable manufacturing and
armouring facility in the North East of England (the "Teesside Factory"). In
addition, Advanced Cables expects to create an aluminium stranding factory
(the "Straumsvik Factory") and a testing and research centre in Iceland (the
"Testing and Research Centre") in order to support the Teesside Factory. The
Teesside Factory will help address the global shortage of HVDC cable and will
facilitate dozens of interconnectors and offshore wind and grid strengthening
projects that are crucial to pursuing energy security and lower CO2 emissions.
Atlantic SuperConnection was founded in 2013 and is developing an
interconnector between Iceland and the UK. Interconnectors are power cables
connecting different countries' electricity grids, as a means of improving
grid efficiency and expediting the transmission of energy internationally from
where it is generated to where it is needed. As the world transitions to a
NetZero future in which human greenhouse gas emissions are fully negated, and
with recent stark reminders of the importance of energy security,
interconnectors are recognised as a central component to countries' energy
strategies. Key milestone achievements since Atlantic SuperConnection's
inception include the establishment of technical feasibility, the completion
of a seabed survey to ascertain the optimal HVDC cable route, securing a grid
connection agreement with the National Grid Operator (as defined below), and
the appointment of RTE International as Owner's Engineer.
GIG Services is expected to provide management, design and consultancy
services for the evaluation, development, construction and operation of
interconnectors and grid updates. In offering these consultancy services, the
GIG Target Group intends to become a full services company for the
manufacturing, development, operation, and ownership of interconnectors and
other power transmission projects, with three interlocking divisions: (i) HVDC
cable manufacturing (i.e. Advanced Cables), (ii) interconnector assets (i.e.
Atlantic SuperConnection), and (iii) ancillary services, such as design,
planning and operational management for grids and interconnectors (i.e. GIG
Services).
The Swiss companies benefit from Switzerland and Iceland's EEA membership,
which may provide regulatory and financial benefits relative to doing business
in Iceland through a company that is not domiciled in the EEA

Basis of Presentation

The 2022 Financial Statements have been prepared in accordance with IFRS as
adopted by the International Accounting Standards Board ("IASB"), with
financial information for the year ended 31 December 2021 as a comparative.
These are the first consolidated financial statements that GIG Target has
prepared in accordance with IFRS, with 1 January 2021 as the date of
transition. Information about the use of mandatory exceptions applied in the
conversion from Swiss GAAP to IFRS and the reconciliation of Swiss GAAP to
IFRS are presented in note 25 to the 2022 Financial Statements. As GIG Target
transitioned from Swiss GAAP to IFRS accounting from 1 January 2021, no IFRS
financial information is available for the period before the year ended 31
December 2021.
Unless otherwise stated, the financial information for the years ended 31
December 2022 and 2021 included in this operating and financial review is
based on the 2022 Financial Statements prepared in accordance with IFRS (as
adopted by the IASB).
For further information on the preparation of the financial information
included in this Circular, see "Financial Information of the GIG Target
Group". For information on the accounting treatment of the Business
Combination, see "Business Combination – Structure of the Business
Combination".

Key Factors Affecting the GIG Target Group's Business

The following factors have contributed significantly to the development of the
GIG Target Group's business during the periods under review and are reasonably
likely to have a material effect on its business, financial condition and
results of operations in the future.

Market conditions for the GIG Target Group's customers

As of the date of this Circular, the GIG Target Group does not generate
revenues. However, the shortages of renewable energy in, inter alia, the UK
and the global shortages of HVDC cables present the GIG Target Group with
significant opportunities, and, as a result, a positive impact on its revenue.
Worldwide shortage in HVDC cables
The proliferation of interconnectors and other renewable energy projects has
created a severe global shortage of HVDC cables, with demand expected to
outstrip supply for many years to come, and crucial energy transmission
projects being delayed as a result. By 2030, the projected demand for HVDC
cables is approximately 18,000 km/year vs. approximately 8,500 km/year of
existing and planned capacity (source: Company information, Market Reports).
In the UK and Europe alone, as of the date of this Circular, there are over 40
interconnector and grid upgrade projects under development, requiring over
45,000 km of HVDC cable in total (source: Company information, Market
Reports). The long-term global shortage of HVDC cables is due to several
reasons. Firstly, energy shortages, decarbonisation, energy security
initiatives, and energy supply volatility are increasing demand for energy
infrastructure employing HVDC cable, including interconnectors, offshore wind,
and grid upgrades. Additionally, HVDC cables are being used more frequently in
offshore wind farms and other renewable energy projects. Secondly, the
production of HVDC cables requires specialised equipment and expertise, which
limits production capacity. There are only a limited number of manufacturers
of HVDC cables worldwide, which contributes to the limited production
capacity. This further exacerbates the production challenges.
To mitigate the supply-demand imbalance and support future projects, there is
a need for additional manufacturing capacity. As GIG aims to address the
global shortage of HVDC cable and energy, it expects an increase in operating
activities after, inter alia, the completion of the Teesside Factory, the
realisation of the interconnector between Iceland and the UK, and the
inception of GIG Services.
Energy shortage in the UK
The energy shortage in the UK has been caused by several factors, including,
the closing of several nuclear and coal power stations, increased dependence
on weather-dependent energy sources, and reduced gas supply following Russia's
invasion in Ukraine. These factors have led to worldwide increased energy
demand and supply shortages, resulting in rises in energy prices and the
closing of several energy suppliers in the UK. GIG, including the Teesside
Factory, will help address the global shortage of HVDC cable and will
facilitate dozens of interconnectors and offshore wind and grid strengthening
projects that are crucial to pursuing energy security and lower CO2 emissions.

Shift from oil, gas and hydrocarbons industry to renewable energy

In recent years, there has been a significant shift towards renewable energy
in the oil, gas and hydrocarbon industry. This shift is due to several
factors, including environmental considerations, technological advances and
changing market conditions. One of the main reasons for this shift is the
growing awareness of the negative environmental impact of fossil fuels.
Burning fossil fuels releases greenhouse gases, which contribute to climate
change. Moreover, the extraction and transportation of fossil fuels can cause
significant environmental damage. On the other hand, technological advances in
renewable energy have made it more competitive with fossil fuels. As more
countries and companies set ambitious climate goals, the demand for clean
energy solutions increases, leading to more investments in renewable energy,
reducing costs and making it more accessible to a larger number of consumers.
The government of the UK has been taking steps to increase the country's
renewable energy capacity in recent years, and the use of renewable energy
sources such as wind and solar power has been steadily increasing. As such,
the UK is making progress towards its goal of NetZero carbon emissions by
2050. For example, the British Energy Security Strategy has set targets for
20GW of interconnectors and 50GW of offshore wind.
The focus on decarbonisation and NetZero goals in fighting climate change
supports the development of interconnectors, grid upgrades, and offshore wind
that will be supplied and supported by the GIG Target Group's three divisions.
For example, it is expected that the Atlantic SuperConnection will reduce the
UK's energy sector's CO2 emissions from energy usage by more than 3%.
The market dynamics of GIG Services show similarities with those of
interconnectors and HVDC cables. The increasing focus on decarbonisation and
energy security has led to a rise in interconnectors, grid upgrades, and
offshore wind projects. Consequently, there is a growing demand for
third-party consultancy services to assist with the planning, development,
construction, and operation phases of these projects. As a result, GIG expects
its gross profit to increase in the coming years. See also "The GIG Target
Group's Business – Progressing environmental and social goals".

Global emphasis on energy security

Energy security is a global concern, and governments are focusing on
regulatory measures to ensure a reliable and sustainable energy supply.
Although wind and solar energy are renewable sources, they are less secure
than traditional sources due to their dependence on weather conditions. After
Russia's invasion of Ukraine, the focus towards energy security has increased.
This has resulted in governments and other stakeholders turning their focus to
projects that increase grid strength, interconnection, and energy supply, a
crucial social policy objective in times of rising living costs that have been
driven in no small part by power supply shortages and volatility.
GIG aims to facilitate projects that are crucial to achieving energy security.
One of its projects is the Atlantic SuperConnection, which will connect
Iceland with the UK. In connecting two energy markets with asymmetrical
supply-demand dynamics, Atlantic SuperConnection expects energy transmission
to be predominantly one way from Iceland to the UK. The interconnector will
provide the UK with reliable renewable energy generated from geothermal and
hydroelectric sources, at a lower price than nuclear power and without the
intermittency of wind and solar sources. Over 99.5% of Iceland's electricity
is generated from renewable, non-intermittent sources, with approximately 70%
from hydroelectric and approximately 30% from geothermal. Atlantic
SuperConnection will (i) predominantly transmit power one-way from Iceland to
the UK, (ii) transmit energy that is both 100% renewable and predominantly
baseload, which will increase the energy security of both the UK and Iceland.
See also "The GIG Target Group's Business – Interconnectors" and "The GIG
Target Group's Business – Monetising the interconnector market opportunity".
Atlantic SuperConnection anticipates that over 70% of its transmitted power
will be sold under long-term, inflation-linked PPAs, which enable commercial
and public sector energy users to hedge against price spikes. As a result, GIG
expects to generate more predictable revenues supported by long-term PPAs.

Governmental support for renewable energy initiatives

The regulatory framework for renewable energy in both the UK and EU is
evolving along with advancements in renewable energy technology. This includes
initiatives such as the EU's Green Deal, which sets ambitious goals for
reducing greenhouse gas emissions and increasing the use of renewable energy
sources. One of these goals is a common target – as of the date of this
Circular 32% – for the amount of renewable energy in the EU's energy
consumption by 2030. The proposed revision of the EU's Green Deal presented in
May 2022, suggests increasing the target to 45%, in order to accelerate the
take-up of renewables in the EU, including by speeding up the permitting
processes for the deployment of renewables. The proposed revision is now being
considered by the Council and the European Parliament, along with the rest of
the legislation aiming to deliver on the EU's Green Deal. The adoption is
expected in 2023. Furthermore, interconnectors enjoy strong political
tailwinds from national and international bodies, not least from the European
Union's target of at least 15% grid interconnection by 2030.
In the UK, the government has set a target of achieving NetZero emissions by
2050, which has led to increased investment in renewable energy projects. The
government of the UK has encouraged the growth of renewable energy by the
introduction of the Windfall Tax. This is a levy of 35% on profits made from
extracting oil and gas in the UK, but not on energy from renewable sources.
Additionally, National Grid has announced plans for a £54 billion upgrade to
the electricity grid, the biggest investment since the 1950s, to connect the
growing portfolio of offshore wind farms.
Global tailwinds can impact GIG's profit, revenue, and operational activities
in several ways. The growing demand for clean energy is expected to lead to
increased demand for interconnectors, HVDC cables and GIG's Services,
resulting in higher revenue and profit. Political support for interconnectors,
not least from the European Union's target of at least 15% grid
interconnection by 2030, is expected to lead to more investments and
development of new interconnectors, creating new business opportunities for
GIG and potential revenue growth.

Project oriented nature of the GIG Target Group's business

In the coming years, GIG intends to focus on a limited number of major
projects, each of which represents a significant portion of its revenues and
operating results. There are both benefits and risks associated with this
strategy. Concentrating on fewer, larger projects can help the GIG Target
Group optimise its resources, streamline its operations and enhance its
reputation and expertise in the relevant markets. However, it also exposes the
GIG Target Group to greater risks in terms of project delays, cancellations or
competitive pressures.
The GIG Target Group's success in implementing this strategy depends not only
on its own performance, but also on external factors such as the number and
size of available projects in the renewable energy market the GIG Target Group
operates in. Despite its efforts, the GIG Target Group has limited control
over these external factors, which may be influenced by various macroeconomic,
political and regulatory conditions. See also "Risk Factors – The GIG Target
Group's operations and investments are impacted by (geo)political,
(macro)economic and social factors affecting the GIG Target Group".
If GIG is not allocated sufficient projects or if the timing of projects is
such that GIG cannot consistently operate at full capacity, the utilisation of
its facilities will be affected and its revenue, contribution and profit may
fluctuate significantly. However, the cross-selling combination of cable
manufacturing, interconnector ownership, and related consultancy services
reduces the reliance on projects and provides revenue streams that can
stabilise the financial performance of GIG over time. Furthermore, diversified
revenue streams give GIG higher quality earnings than a mono-line business
once the subsidiaries are operational. See also "The GIG Target Group's
Business- Operations".

No significant operations

As of the date of this Circular, the GIG Target Group, established in 2018,
operates primarily in two main development activities, namely (i) the
development of a manufacturing facility for HVDC cables, and (ii) the
development of an interconnector between Iceland and the UK. The GIG Target
Group has not had significant operational activity prior to the date of this
Circular. The GIG Target Group plans to broaden its operations by establishing
a subsidiary named GIG Services. Since the GIG Target Group is still in the
developmental phase, it has not generated any revenue as of the date of this
Circular, and it may continue to operate without generating any operating
income after Completion. GIG expects to incur expenses as it undertakes
development or redevelopment projects and invests in infrastructure assets
that require development and construction prior to commissioning, as well as a
result of being a publicly listed company (for legal, financial reporting,
accounting and auditing compliance).

Description of Key Income Statement Line Items

The following descriptions of key line items pertain to the GIG Target Group's
financial information and are discussed in the comparison section of this
operating and financial review for the years ended 31 December 2022 and 31
December 2021.

Administrative expenses

Administrative expenses are costs incurred by a company to support general
administrative activities necessary to sustain business operations, but which
are not directly related to the production or sale of goods and services.
Examples of administrative expenses include wages of non- production personnel
(such as administrative staff), office supplies, rent and utilities for office
space, insurance premiums, costs of legal and professional services, travel
and expense reimbursements, and other general overhead costs

Finance costs

Finance costs are expenses incurred by the GIG Target Group related to its
financing activities, such as borrowing funds or issuing debt securities.

Finance income

Finance income comprise interest received on loans.

Other comprehensive income

Other comprehensive income comprises forex translation reserve, which refers
to the gains or losses that result from translating financial statements
denominated in foreign currencies into the reporting currency.

Total comprehensive loss for the year

The total comprehensive loss for the year represents the overall financial
loss incurred during the year, and is calculated by deducting the total loss
of the year, including administrative expenses and finance costs, from the
other comprehensive income. The GIG Target Group attributes total
comprehensive income or loss of subsidiaries between the owners of the parent
and the non-controlling interests based on their respective ownership
interests.

Current Trading and Recent Developments

Except as outlined elsewhere in this Circular, there are no significant
changes in the financial performance or the financial position of the GIG
Target Group since 31 December 2022, and there are no known trends,
uncertainties, demands, commitments or events that are reasonably likely to
have a material effect on the GIG Target Group's for at least the current
financial year.

Results of Operations

The following table sets out the GIG Target Group's financial performance and
certain operating results for the periods indicated.

Year ended 31 December       2022        2021 (in GBP)

Revenue                                    -         
            -

Administrative expenses           (6,771,922)      (1,236,265)

Operating Loss                     (6,771,922)     (1,236,265)

Finance costs                          (366,387)       
 (624,222)

Finance income                           -             
      39,325



Loss before income tax            (7,138,309) (1,821,162)

Income tax                                        -   
                 -

Loss for the year                    (7,138,309)
        (1,821,162) 
 Loss attributable to:
Owners of the parent                 (7,138,309)       
  (1,230,927)

Non-controlling interests                     -             
     (590,235)     

                                             
  (7,138,309)        (1,821,162)

Other comprehensive income
Forex translation reserve               44,779               
  339,739

Income tax relating to items

that may be reclassified subsequently

to profit    or loss                             -       
                 -


Other comprehensive income

for the year, net of income tax     44,779    339,739

Total comprehensive loss

for the year                               (7,093,530)   
 (1,481,423)

Total comprehensive income attributable to: 
 Owners of the parent                  (7,093,530)
        (891,188)

Non-controlling interests                        -         
     (590,235_

                                                 
 (7,093,530)        (1,481,423)



Comparison of Results of Operations for the Years Ended 31 December 2022 and
2021

The following section sets out the GIG Target Group's financial performance
and certain operating results for the years ended 31 December 2022 and 2021.
Revenue Revenue remained unchanged between the twelve months ended 31 December
2022 and 31 December 2021, since the GIG Target Group was only established in
2018 and therefore has a limited operational history. As of the date of this
Circular, the GIG Target Group is in the development phase of Advanced Cables
and Atlantic SuperConnection.
Administrative expenses
Administrative expenses increased by £5,535,657, or 447.77%, to £6,771,922
for the year ended 31 December 2022, from £1,236,265 for the year ended 31
December 2021. This increase was primarily due to the increase in legal fees
and consultancy fees as a result of the completion of the internal
restructuring of the GIG Target Group.
Operating loss
Operating loss increased by £5,535,657, or 447.77%, to £6,771,922 for the
year ended 31 December 2022, from £1,236,265 for the year ended 31 December
2021. This decrease was primarily due to the increase in administrative
expenses as described above.
Finance costs
Finance costs decreased by £257,835, or 41.31%, to £366,387 for the year
ended 31 December 2022, from £624,222 for the year ended 31 December 2021.
This decrease was primarily driven by the decrease in interest payable.
Finance income
Finance income decreased by £39,325, or 100%, to £0.00 for the year ended 31
December 2022, from £39,325 for the year ended 31 December 2021. This
decrease was primarily given by an decrease of interest receivable as result
of the internal restructuring of the GIG Target Group.
Loss before income tax
Loss before income tax increased by £5,317,147, or 292%, to £7,138,309 for
the year ended 31 December 2022, from £1,821,162 for the year ended 31
December 2021. This increase was driven by the increase in expenses noted
above. Loss for the year
As a result of the factors described above, loss for the year increased by
£5,317,147, or 291.96%, to £7,138,309 for the year ended 31 December 2022,
from £1,821,162 for the year ended 31 December 2021.
Loss attributable to owners of the parent
Loss attributable to owners of the parent increased by £5,907,382, or
479.91%, to £7,138,309 for the year ended 31 December 2022, from
£1,230,927 for the year ended 31 December 2021. This increase was driven by
the internal restructuring of the GIG Target Group.
Loss attributable to non-controlling interests
Loss attributable to non-controlling interests decreased by £590,235, or
100%, to £0.00 for the year ended 31 December 2022, from £590,235 for the
year ended 31 December 2021. This decrease was driven by the internal
restructuring of the GIG Target Group.
Forex translation reserve
Forex translation reserve decreased by £294,960, or 87%, to £44,779 for the
year ended 31 December 2022, from £339,739 for the year ended 31 December
2021. This decrease was primarily driven by currency movements between the
Swiss franc and £ Sterling.
Other comprehensive income for the year, net of income tax
Other comprehensive income for the year, net of income tax decreased by
£294,960, or 86.82%, to £44,779 for the year ended 31 December 2022, from
£339,739 for the year ended 31 December 2021. This decrease was fully driven
by the decrease in forex translation reserve as described above, since in both
years there was no income tax relating to items that may be reclassified
subsequently to profit or loss.
Total comprehensive loss for the year
As a result of the factors described above, total comprehensive loss increased
by £5,612,107, or 378.83%, to £7,093,530 for the year ended 31 December
2022, from £1,481,423 for the year ended 31 December 2021.
Total comprehensive loss attributable to owners of the parent
Total comprehensive loss attributable to owners of the parent increased by
£6,202,342, or 695.96%, to £7,093,530 for the year ended 31 December 2022,
from £891,188 for the year ended 31 December 2021. This increase was driven
by the internal restructuring of the GIG Target Group.
Total comprehensive income attributable to non-controlling interests
Total comprehensive income attributable to non-controlling interest decreased
£590,235, or 100%, to £0.00 for the year ended 31 December 2022, from
-£590,235 for the year ended 31 December 2021. This decrease was due to the
internal restructuring of the GIG Target Group.

Capitalisation and indebtedness of the GIG Target Group

The information in this section should be read in conjunction with and is
qualified by reference to the section "Other Important Information".

Capitalisation
All actual financial information displayed in this section was sourced from
the GIG Target Group's own records and has been prepared specifically for the
purpose of this Circular, and was not derived from audited financial
statements of the GIG Target Group.

31 December                   2022 (In GBP)

Total current debt           6,535,356
Guaranteed                            -
Secured                                 -
Unguaranteed/Unsecured    6,535,356

Total non-current debt

(exluding current portion

of long-term debt)          5,957,494

Guaranteed                        -
Secured                             -
Unguaranteed/Unsecured    5,957,494
Shareholder equity        (11,482,176)
Share capital                    1,019,117
Legal reserves                     -
Other reserves                3,029,901
Total capitalisation         (15,531,194)

Indebtedness
The information in this section has been derived from the 2022 Financial
Statements.
The following table provides an overview of the GIG Target Group's
indebtedness as at 31 December 2022.

31 December 2022 (In GBP)    

       A.  Cash        24,852
       B.  Cash Equivalents        -
       C.  Other current assets        65,762
       D.  Liquidity (A+B+C)        90,614
       E.  Current financial debt (including debt instruments, but
excluding current portion of non- current financial debt)        -
       F.  Current portion of non-current financial
debt        6,535,356
       G.  Current indebtedness (E+F)        6,535,356
       H.  Net current indebtedness (G-D)        6,444,742
      I. Non-current financial debt (excluding current portion and debt
instruments)        -
      J. Debt instruments        5,957,494
      K.  Non-current trade and other payables        -
       L.  Non-current financial indebtedness
(I+J+K)                5,957,494
        M.  Net financial indebtedness
(H+L)                12,402,236
debt and to finance working capital, development costs and capital
expenditure.

Cash Flow

Liquidity and Capital Resources
The GIG Target Group's principal sources of liquidity have been proceeds from
loans and equity issuances. GIG Target's primary liquidity and capital
resource needs are to service its The table below summarises GIG Target's
Group consolidated cash flow for the periods indicated. This table should be
read in conjunction with the accompanying notes in the 2022 Financial
Statements included elsewhere in this Circular.
As at 31 December                                       
              2022          2021  (in GBP)
Net cash (used in) / generated by operating
activities        (737,238)   (1,176,474)

Net cash (used in) / generated by investing activities             
 -             -

Net cash (used in) / generated by financing activities          757,152 
   1,023,897

Net Cash used in Operating Activities
The GIG Target's Group net cash used in operating activities decreased by
£439,236, or 37.33%, to £737,238 for the year ended 31 December 2022, from
£1,176,474 for the year ended 31 December 2021. The loss before tax included
non-cash items such as a guarantee provisions and share-based payments, with
underlying cash outflows falling.
Net Cash generated by Financing Activities
The GIG Target's Group net cash generated by financing activities decreased by
£266,745, or 26.05%, to £757,152 for the year ended 31 December 2022, from
£1,023,897 for the year ended 31 December 2021. The change was primarily a
result of the reduced cash funding requirement.

Working Capital

Following confirmation from the controlling GIG Shareholders to support GIG,
GIG believes that its cash position and the funding available from its
operations, external borrowings, divestments and other sources is sufficient
to satisfy its working capital requirements for the next 12 months following
the Completion.

Contractual Obligations and Commitments

The GIG Target Group has certain contractual obligations and commitments
relating to trade and other payables. The following table provides an overview
of the GIG Target Group's main contractual obligations and commitments. As at
31 December
                                 2022        2021 
     (in GBP)

Trade creditors          316,116   369,879

Social secrurity and

other taxes             33,953      15,671

Other creditors        18,725     15,825

Accruals and deferred

income                    918,390   25,809

Total trade and other

payables               1,287,184   427,184

Capital Expenditure

The GIG Target Group defines capital expenditure as as investments that are
expected to generate future benefits over several years. There was no capital
expenditure in 2021 and 2022 as the GIG Target Group and its subsidiaries are
still in the development phase.

Financial Risk Management Overview

Its business activities expose the GIG Target Group to a variety of financial
risks. The GIG Target Group's principal financial liabilities, other than
derivatives, comprise loans and borrowings, and trade and other payables. The
main purpose of these financial liabilities is to finance the GIG Target
Group's operations. The GIG Target Group's principal financial assets include
trade receivables, and cash and short-term deposits that derive directly from
its operations.
The GIG Target Group is exposed to market risk, credit risk and liquidity
risk. A summary of the main financial risks that the GIG Target Group is
exposed to is provided below and also presented in note 21 of the 2022
Financial Statements. The GIG Target Group's board monitor the groups exposure
to these risks and will formulate appropriate strategies to manage and
mitigate these risks within an acceptable risk profile.

Credit Risk

Credit risk is the risk of financial loss to the GIG Target Group if a
customer or counterparty to a financial instrument fails to meet its
contractual obligations and arises principally from the GIG Target Group's
receivable balances. The GIG Target Group seeks to mitigate this risk by
scrutinizing and monitoring the credit quality of its counterparties where
practicable.

Market Risk

Market risk is the risk that changes in market prices – such as foreign
exchange rates, interest rates and equity prices will affect the GIG Target
Group's income or the value of its holdings of financial instruments. This
applies to the fair value measurement of options granted and in future may
specifically apply to the GIG Target Group in respect of contracts and
projects denominated in other currencies, and in respect of any floating-rate
debt liabilities as may be issued by the GIG Target Group. The objective of
market risk management is to manage and control market risk exposures within
acceptable parameters. The GIG Target Group may in future use derivatives to
manage market risks.

Critical Accounting Policies

An overview of the GIG Target Group's accounting policies is presented in note
2 of the 2022 Financial Statements. Unless otherwise indicated, the financial
information included the 2022 Financial Statements has been prepared and
presented in accordance with IFRS in accordance with IAS 1 Presentation of
financial statements. The consolidated financial statements have been prepared
on an accruals basis and under the historical cost convention (as adopted by
the IASB). See "Financial Information of the GIG Target Group". The
preparation of financial statements requires the GIG Target Board to make a
number of estimates and assumptions. These estimates and assumptions affect
the reported amounts of assets and liabilities, of turnover and expenses and
the disclosure of contingent assets and liabilities. All assumptions,
expectations and forecasts used as a basis for certain estimates within the
financial statements represent good faith assessments of the GIG Target
Group's future performance for which the GIG Target Board believes there is a
reasonable basis. These estimates and assumptions represent the GIG Target
Group's view at the times they are made, and only then. They involve risks,
uncertainties and other factors that could cause the GIG Target Group's actual
future results, performance and achievements to differ materially from those
forecasted. The estimates and assumptions that may have a risk of causing a
material adjustment to the carrying amounts of assets and liabilities within
the
next financial year are described below.

14.      OTHER IMPORTANT INFORMATION


General

NO OFFERING IS BEING MADE TO ANY PERSON IN ANY JURISDICTION. THIS CIRCULAR MAY
NOT BE USED FOR, OR IN CONNECTION WITH, AND DOES NOT CONSTITUTE, OR FORM PART,
AN OFFER BY, OR INVITATION BY OR ON BEHALF OF, DCAC OR ANY REPRESENTATIVE OF
DCAC, TO PURCHASE ANY SECURITIES, OR THE SOLICITATION TO BUY SECURITIES BY ANY
PERSON IN ANY JURISDICTION. NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY
JURISDICTION BY DCAC THAT WOULD PERMIT AN OFFERING OF DCAC SHARES OR
POSSESSION OR DISTRIBUTION OF A PROSPECTUS IN ANY JURISDICTION. In particular,
the DCAC Shares have not been and will not be registered under the U.S.
Securities Act of 1993 (the "U.S. Securities Act") and may not be offered or
sold in the U.S. absent registration or an applicable exemption from the
registration requirements of the U.S. Securities Act.
DCAC does not undertake to update this Circular unless required pursuant to
applicable law and regulation, and therefore the DCAC Shareholders should not
assume that the information in this Circular is accurate as at any date other
than the date of this Circular. DCAC, however, reserves the right to amend
this Circular. Should DCAC do so, it will make such amendment available
through its website (www.disruptivecapitalac.com). The information included on
DCAC's website does not form part of this Circular, unless specifically stated
in "Other Important Information – Available Information". No person is or
has been authorised to give any information or to make any representation in
connection with the Business Combination, other than as contained in this
Circular. If any information or representation not contained in this Circular
is given or made, the information or representation must not be relied upon as
having been authorised by DCAC or its directors or any of their respective
affiliates or representatives.

Information Regarding Forward-Looking Statements

Certain statements in this Circular other than statements of historical facts
are forward-looking statements. In particular, this Circular contains
forward-looking statements under the following headings: "Risk Factors",
"Business Combination - Dividend Policy", "The GIG Target Group's Business"
and "Financial Information of the GIG Target Group – Operating and Financial
Review", regarding DCAC's strategy, targets, expectations, objectives, future
plans and other future events or prospects are forward-looking statements.
These forward-looking statements are based on DCAC's current beliefs and
projections and on information available to us as of the date of this
Circular. These forward-looking statements are subject to a number of risks
and uncertainties, many of which are beyond DCAC's control and all of which
are based on its current beliefs and expectations about future events.
Forward-looking statements are typically identified by the use of
forward-looking terminology such as "believe", "expect", "may", "will",
"seek", "would", "could", "should", "intend", "estimate", "plan", "assume",
"predict", "anticipate", "annualised", "goal", "target", "potential",
"continue", "hope", "objective", "position", "project", "risk" or "aim" or the
highlights or negatives thereof or other variations thereof or comparable
terminology, or by discussions of DCAC's strategy, short-term and mid-term
objectives and future plans that involve risks and uncertainties.
Forward-looking statements involve inherent risks and uncertainties and speak
only as of the date they are made. Except as required by applicable law, DCAC
does not undertake and it expressly disclaims any duty to update or revise
publicly any forward-looking statement in this Circular, whether as a result
of new information, future events or otherwise. Such forward-looking
statements are based on current beliefs, assumptions, expectations, estimates
and projections of the members of the DCAC Board and DCAC's management of,
public statements made by it, present and future business strategies and the
environment in which DCAC will operate in the future. By their nature, they
are subject to known and unknown risks and uncertainties, which could cause
DCAC's actual results and future events to differ materially from those
implied or expressed by forward-looking statements. Risks and uncertainties
that could cause actual results to vary materially from those anticipated in
the forward-looking statements included in this Circular include those
described under "Risk Factors".
Although DCAC believes the expectations reflected in such forward-looking
statements are reasonable, forward-looking statements are based on the
opinions, assumptions and estimates of the members of the DCAC Board and its
management at the date the statements are made, and are subject to a variety
of risks and uncertainties and other factors.
The Shareholders are advised to read "Risk Factors", "Business Combination -
Dividend Policy", "The GIG Target Group's Business" and "Financial Information
of the GIG Target Group – Operating and Financial Review" for a more
complete discussion of the factors that could affect DCAC's future performance
and the industry in which the GIG Target Group operates. Should one or more of
these risks or uncertainties materialise, or should any of the assumptions
underlying the above or other factors prove to be incorrect, DCAC's actual
results of operations or future financial condition could differ materially
from those described herein as anticipated as of the date of this Circular,
believed, estimated or expected. In light of the risks, uncertainties and
assumptions underlying the above factors, the forward-looking events described
in this Circular may not occur or be realised. Additional risks not known to
DCAC or that DCAC, as of the date of this Circular, does not consider material
could also cause the forward-looking events discussed in this Circular not to
occur.

Rounding and negative amounts

Certain figures in this Circular, including financial data, have been rounded.
Accordingly, figures shown for the same category presented in different tables
may vary slightly and figures shown as totals in certain tables may not be an
exact arithmetic aggregation of the figures which precede them. In tables,
negative amounts are shown between parentheses. Otherwise, negative amounts
are shown by "-" or "negative" before the amount.
In preparing the financial information included in this Circular, most
numerical figures are presented in millions of pounds sterling. For the
convenience of the reader of this Circular, certain numerical figures in this
Circular are rounded to one decimal point. Accordingly, figures shown for the
same category presented in different tables may vary slightly, and figures
shown as totals in certain tables may not be an exact arithmetic aggregation
of the figures which precede them.
The percentages (for example as a percentage of revenue or costs and
period-on-period percentage changes) presented in the textual financial
disclosure in this Circular are derived directly from the financial
information included elsewhere in this Circular. Such percentages may be
computed on the numerical figures expressed in millions of pounds sterling,
rounded to the nearest hundred thousand. Therefore, such percentages are not
calculated on the basis of the financial information in the textual disclosure
that has been subjected to rounding adjustments in this Circular.

Currency

In this Circular, unless otherwise indicated (i) references to "pound
sterling", "pounds sterling" or "£" are to the lawful currency of the UK;
(ii) references to the "EU" are to the European Union all references to "Euro"
or "€" are to the single currency introduced at the start of the third stage
of the European Economic and Monetary Union pursuant to the Treaty on the
functioning of the European Community, as amended from time to time; (iii)
references to the "United States" or the "US" are to the United States of
America, its territories and possessions, any state of the United States of
America and the District of Columbia; all references to "$", "US dollars" or
"$" are to the lawful currency of the United States; and (iv) references to
SwFr are to the lawful currency of Switzerland.

Market and Industry Data

All references to market share, market data, industry statistics and industry
forecasts in this Circular consist of estimates compiled by industry
professionals, competitors, organisations or analysts, of publicly available
information or of our own assessment of our markets.
This Circular contains statistics, data and other information relating to
markets, market sizes, market shares, market positions and other industry data
pertaining to our business and markets. Unless otherwise indicated, such
information is based on our own analysis or the Company relied on due
diligence of industry professionals, such as technical reports of RTE
International and AFRY ("Market Reports").
Although the Company believes that these sources are reliable, the Company
does not have access to the information, methodology and other bases for such
information and has not independently verified the information. The
information in this Circular that has been sourced from third parties, has
been accurately reproduced with reference to these sources in the relevant
paragraphs and, as far as we are aware and able to ascertain from the
information published by that third party, no facts have been omitted that
would render the reproduced information provided inaccurate or misleading.
Industry publications and market studies generally state that their
information is obtained from sources believed to be reliable but that the
accuracy and completeness of such information is not guaranteed and that the
projections they contain are based on a number of significant assumptions.
Where third-party information has been sourced in this Circular, the source of
such information has been identified.
In this Circular, we make certain statements regarding our competitive and
market position. We believe these statements to be true, based on market data
and industry statistics, but we have not independently verified the
information. We cannot guarantee that a third party using different methods to
assemble, analyse or compute market data or public disclosure from competitors
would obtain or generate the same results. In addition, our competitors may
define their markets and their own relative positions in these markets
differently than we do and may also define various components of their
business and operating results in a manner which makes such figures
non-comparable with our figures.

Responsibility for the GIG Target Group information

The information included in this Circular relating to GIG Target, the GIG
Target Group and the markets in which the GIG Target Group operates is derived
from publicly available information about the GIG Target Group or other
information provided by GIG Target to DCAC. DCAC has not been able to
independently verify the accuracy and completeness of such information.
Consequently, DCAC nor any of its affiliates or representatives, or their
respective directors, officers or employees or any other person in any of
their respective capacities in connection with the Business Combination,
accepts any responsibility whatsoever for the contents of such information.
Accordingly, DCAC, its affiliates or representatives, or their respective
directors, officers or employees or any other person disclaims, to the fullest
extent permitted by applicable law, all and any liability, whether arising in
tort or contract or which it might otherwise be found to have in respect of
such information.

Available information

The following documents (or copies thereof) may be obtained free of charge
from our website www.disruptivecapitalac.com:
* this Circular;
* the DCAC IPO Prospectus;
* the Articles;
* the Amended Articles;
* the Comparison Articles;
* the Warrant T&Cs;
* the New Warrant T&Cs; and
* the Comparison Warrant T&Cs.
The information included on DCAC's website does not form part of this
Circular, unless specifically stated in this section "Other Important
Information – Available Information".
Definitions
In this Circular, the "DCAC" refers to Disruptive Capital Acquisition Company
Limited. "GIG" refers to Global InterConnection Group Limited. "GIG Target"
refers to Global InterConnection Group SA.
Certain other terms used in this Circular are defined in "Defined Terms".

15.      DEFINED TERMS


A Shares        the Al Shares, the A2 Shares, the A3 Shares, the A4
Shares and the A5 Shares A1 Shares        25,000 registered preferred
A1 shares with a nominal value of SwFr 0.10 each in the capital of GIG Target
A2 Shares        100,000 registered preferred A2 shares with a nominal
value of SwFr 0.10 each in the capital of GIG Target A3
Shares        100,000 registered preferred A3 shares with a nominal
value of SwFr 0.10 each in the capital of GIG Target A4
Shares        100,000 registered preferred A4 shares with a nominal
value of SwFr 0.10 each in the capital of GIG Target A5
Shares        1,500,000 registered preferred A5 shares with a nominal
value of SwFr 0.10 eachs in the capital of GIG Target Advanced
Cables        Advanced Cables Limited AFM        the
Netherlands Authority for the Financial Markets (Stichting Autoriteit
Financiële Markten) Amended Articles        the amended Articles in
the form appended to this Circular at Appendix 1 Amended Sponsor
Promote        the conversion and cancellation (as applicable) of the
DCAC Sponsor Shares Articles        the articles of DCAC
Atlantic SuperConnection        ASC Energy Limited B
Shares        the B1 Shares and B2 Shares B1
Shares        7,475,284 registered preferred B1 shares with a nominal
value of SwFr 0.10 each in the capital of GIG Target B2
Shares        1,441,459 registered preferred B2 shares with a nominal
value of SwFr 0.10 each in the capital of GIG Target Bribery
Act        UK Bribery Act 2010 Business Combination        the
business combination between the Company and GIG Target pursuant to which the
Company will acquire 100% of the issued and outstanding share capital of GIG
Target Business Combination Agreement the business combination agreement that
the Company has entered into with GIG Target and the Selling Shareholders
BTS        British Summer Time C Shares        18,260,100
voting shares with a nominal value of SwFr 0.01 each in the capital of GIG
Target CEST        Central European Summer Time
Circular        this document dated 19 April 2023 Companies
law        the Companies (Guernsey) Law 2008 as amended
Company        Disruptive Capital Acquisition Company Limited
Comparison Articles        a comparison of the Amended Articles
against the Articles as attached to this Circular at Appendix 2
Completion        completion of the Business Combination Completion
Date        the date on or around which Completion will occur
Continuation Resolution        a special resolution that DCAC
continues in existence DCAC        Disruptive Capital Acquisition
Company Limited   DCAC Board        the Board of DCAC DCAC
IPO        The initial public offering of DCAC on 6 October 2021 DCAC
IPO Prospectus        the DCAC IPO prospectus dated 6 October 2021
DCAC Ordinary Shareholder Class Meeting  a class meeting of the DCAC
Ordinary Shareholders DCAC Ordinary Shareholders holders of DCAC Ordinary
Shares DCAC Ordinary Shares        ordinary shares in the capital of
DCAC DCAC Public Warrants        public warrants of DCAC DCAC Public
Warrant Holders holders of DCAC Public Warrants DCAC
Shareholders        DCAC Ordinary Shareholders and DCAC Sponsor
Shareholders DCAC Shares        DCAC Ordinary Shares and DCAC Sponsor
Shares DCAC Sponsor        Disruptive Capital GP Limited DCAC Sponsor
Share        a sponsor share in the capital of DCAC at a nominal value
of £0.0001 DCAC Sponsor Shareholders the holders of DCAC Sponsor Shares DCAC
Sponsor Shareholder Class Meeting a class meeting of the DCAC Sponsor
Shareholders DCAC Sponsor Shares        3,125,000 sponsor shares in
the capital of DCAC at a nominal value of £0.0001 DCAC Sponsor
Warrants        sponsor warrants of DCAC DCAC Unit        one
DCAC Ordinary Share and ½ of a DCAC Warrant DCAC Warrants        DCAC
Sponsor Warrants and DCAC Public Warrants DCAC Warrant
Holders        the holders of DCAC Warrants
EGM        an extraordinary general meeting of DCAC Shareholders
a person that qualifies as:
                                                      (i)      "qualified
investor" within the meaning of the Prospectus Regulation and provided further
that the Offer to such person shall not require the Company publish a
prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a
prospectus pursuant to Article 23 of the Prospectus Regulation;
                                                      (ii)      "qualified
investor" as defined in article 2 of the UK Prospectus Regulation and provided
further that the Offer to such person shall not require the Company to publish
a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus
pursuant to Article 23 of the UK Prospectus Regulation;
                                                      (iii)      (i)
persons who have professional experience in matters relating to investments
and are investment professionals as defined within Article 19(5) of the Order;
(ii) high net worth bodies corporate and any other person falling within
Article 49(2)(a) to (d) of the Order; and (iii) persons to whom an invitation
or inducement to engage in investment activity (within the meaning of Section
21 of FSMA), and any other persons to whom it may otherwise lawfully be made
in accordance with the Order or Section 21 of the FSMA (all such persons
together being referred to as 'relevant persons'); and
                                                      (iv)      "professional
client" within the meaning of the FinSA and provided further that the Offer to
such person shall not require the Company to publish a prospectus pursuant to
Article 35 of FinSA or supplement a prospectus pursuant to Article 56 of the
FinSA,
ERISA        United States Employee Retirement Income Security Act of
1974, as amended ESG        Environmental, social and governance
Euronext Amsterdam        the regulated market operated by Euronext
Amsterdam N.V. EUWA        the European Union (Withdrawal) Act 2018
Extinguishing Sponsor Shares 1,648,721 (being 50% of the DCAC Ordinary Shares
arising from conversion of DCAC Sponsor Shares, plus 86,221 DCAC Ordinary
Shares) FCPA        US Foreign Corrupt Practices Act
FID        final investment decision FinSA        the Swiss
Financial Services Act (Finanzdienstleistungsgesetz) FSMA        the
UK Financial Services and Markets Act 2000 GBP        the British
pound, the official currency and legal tender of the UK GIG        the
Company after Completion GIG Board        the board of GIG GIG
Shares        shares in the capital of GIG GIG Ordinary
Shares        ordinary shares in the capital of GIG GIG
Services        Global InterConnection Services SA GIG
Target        Global InterConnection Group SA GIG Target
Board        the board of GIG Target GIG Target
Group        GIG Target together with its subsidiaries GIG Target A
Shares        the GIG Target preferred A shares GIG Target
Shareholders        holders of GIG Target Shares GIG Target
Shares        the issued and outstanding share capital of GIG Target
GreenBond Agreements        agreements with GreenBond Investors
GreenBonds        Index Linked Sustainable GreenBonds, issued by
Advanced Cables or Atlantic SuperConnection with a 2028 or a 2056 maturity.
GreenBonds Instrument        the instrument constituting the
GreenBonds GreenBond Investors        investors in GreenBonds
HVAC        High Voltage Alternating Current HVDC        High
Voltage Direct Current IASB        International Accounting Standards
Board Ineligible Tenders        certain tenders under the Repurchase
Offer being deemed ineligible Insurance Distribution Directive Directive
2016/97/EU, as amended Investment Company Act        United States
Investment Company Act of 1940 LOI        the non-binding letter of
intent between DCAC and GIG Target dated 20 February 2023 Market
Reports        due diligence of industry professionals, such as
technical reports of RTE International and AFRY MiFID
II        Directive 2014/65/EU, as amended National
Grid        the UK's grid electricity system operated and maintained
by the National Grid Operator National Grid Connection Agreement  the
agreement between Atlantic SuperConnection and the National Grid Operator
dated 29 March 2019 National Grid Operator        National Grid
Electricity System Operator Limited New Warrant T&Cs        the
amended Warrant T&Cs in the form attached to these resolutions at Appendix 3
of this Circular OFAC        the Office of Foreign Assets Control
Offer        the offering of Placement Shares, 2028 GreenBonds and
2056 GreenBonds to Eligible Investors OfGem        the UK Office of
Gas and Electricity Markets Order        the FSMA (Financial
Promotion) Order 2005 Permits        the approvals, licenses, permits,
agreements and certificates that the GIG Target Group requires in the conduct
of its business PPA(s)        power purchase agreement(s) PRIIPs
Regulation        Regulation (EU) No 1286/2014, as amended Prospectus
Regulation        Regulation (EU) 2017/1129, as amended Quality
Management System        quality control procedures of the GIG Target
Group Recipient        a recipient of a Greenbond or GreenBonds Record
Date        31 May 2023 (17:40 CEST) Refundable
Advance        the refundable advance made by DCAC of SwFr 900,000 to
GIG Target Repurchase Offer        the offer of DCAC dated 25 January
2023 in which DCAC offered to acquire up to 95% oft he DCAC Ordinary Shares
held by DCAC Ordinary Shareholders as at 10 February 2023, at a price of
£10.789 per DCAC Ordinary Share RTE        Réseau de Transport
d‘Électricité S.A. RTE International        RTE International SAS
RTE International Agreement the agreement between Atlantic SuperConnection
and RTE International dated 16 September 2022 RTE
Negotiations        the negotiations between the Company and RTE which
may or may not lead to RTE taking a substantial investment into Atlantic
SuperConnection in November 2023, in conjunction with a lead operational role
Securities Act        United States Securities Act of 1933, as amended
Selling Shareholders        the GIG Target Shareholders that are
envisaged to sell 100% of the issued and outstanding sharep capital of GIG
Target to DCAC Special Distribution        the special in specie
distribution in the value of £5.00 per DCAC Ordinary Share in the form of
2056 GreenBonds to DCAC Ordinary Shareholders Sponsor Shareholder Class
Meeting a class meeting of the DCAC Sponsor Shareholders Stabilisation
Agent        the stabilisation agent in connection with the Offer
Straumsvik Factory        an aluminium stranding factory in Iceland
that Advanced Cables expects to create Stub Repurchase
Offer        the offer of DCAC dated 25 January 2023 in which DCAC
offered DCAC Ordinary Shareholders and DCAC Public Warrant Holders the
opportunity to tender for repurchase by DCAC up to 5% of their DCAC Ordinary
Shares and all of their DCAC Public Warrants as at 10 February 2023, at a
price of up to £2.20 per Ordinary Share and up to £0.066 per DCAC Public
Warrant, with a cap of £0.13 per original holding of DCAC Ordinary Shares
held by the tenderers. SwFr        the Swiss franc, the official
currency and legal tender of Switzerland and Liechtenstein Target Business
Profile        certain general criteria and guidelines for selecting
and evaluating prospective target businesses as set out in the DCAC IPO
Prospectus on pages 61 and 62 Teesside Factory        the HVDC cable
manufacturing and armouring facility that Advanced Cables is developing in the
North East of England Tender Offers        the Stub Repurchase Offer
and the Repurchase Offer Testing and Research Centre        testing
and research centre in Iceland that Advanced Cables expects to create Trading
Day        a day, other than a Saturday or Sunday on which the banks
in the Netherlands and Guernsey and Euronext Amsterdam are open for trading
Treasury Shares        DCAC Ordinary Shares and/or DCAC Sponsor Shares
held in treasury by DCAC UK        United Kingdom UK Prospectus
Regulation        Regulation (EU) 2017/1129 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 U.S.
Securities Act        the United States Securities Act of 1993 Warrant
Cash Exercise Operation the opportunity for DCAC Public Warrant Holders to
exercise their DCAC Public Warrants against payment of the exercise price of
£11.50. In exchange for each whole DCAC Public Warrant so validly exercised,
a DCAC Public Warrant Holder will receive one DCAC Ordinary Share on or about
the Completion Date. Warrant Holder Meeting        a meeting of the
holders of DCAC Warrants Warrant Instrument        the warrant
agreement dated 5 October 2021 entered into between the Company and Van
Lanschot Kempen N.V., as amended on 26 January 2023 Warrant
T&Cs        terms and conditions applicable to the DCAC Warrants
WHT        with-holding tax Quality Management System The in place
quality control procedures of Advanced Cables and/or Atlantic SuperConnection
divisions once they are near-operational 2022 Financial Statements   the
audited historical consolidated financial information of GIG Target as at and
for the year ended 31 December 2022 with comparatives for the year ended 31
December 2021, prepared in accordance with IFRS and that have been audited by
Grant Thornton AG, GIG Target's independent auditor

APPENDIX 1 – DRAFT AMENDED ARTICLES
[To be attached separately] The Companies (Guernsey) Law, 2008 (as amended)
Company limited by shares ARTICLES OF INCORPORATION OF
DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED
adopted by special resolution dated        2023 BLAW-25675736 Contents
1. Exclusion of standard articles        1
2. Interpretation        1
3. Share capital        3
4. Shares        4
5. Warrants        5
6. Variation of rights        6
7. Issue of shares        6
8. Register of members and book-entry interests        8
9. Commission        8
10. Trust not recognised        9
11. Certificates        9
12. Lien        9
13. Calls on shares and forfeiture        10
14. Untraced shareholders        11
15. Transfer of shares and withdrawal from the Euroclear
System        12
16. Transmission of shares        15
17. Alteration of share capital        15
18. General meetings        16
19. Notice of general meetings        16
20. Proceedings at general meetings        16
21. Votes of members        18
22. Corporations acting by representatives        21
23. Resolutions in writing        21
24. Number of directors        21
25. Alternate directors        21
26. Powers of directors        22
27. Delegation of directors' powers        22
28. Appointment and retirement of directors        23
29. Disqualification and removal of directors        23
30. Remuneration of directors        24
31. Directors' expenses        24
32. Directors' appointments and interests        24
33. Directors' gratuities and pensions        25
34. Proceedings of directors        25
35. Company Secretary        26
36. Seals        26
37. Dividends or Distributions        27
38. Capitalisation of profits        28
39. Accounts and audit        29
40. Notices        29
41. Winding up        30
42. Indemnity        30
43. Inspection of records        31
The Companies (Guernsey) Law, 2008 (as amended) Company limited by shares
Articles of incorporation of
Disruptive Capital Acquisition Company Limited 1      Exclusion of
standard articles


Standard articles as may be prescribed from time to time pursuant to section
16(2) of the Law shall not apply to the Company. 2      Interpretation


2.1      In these articles the following words shall bear the following
meanings if not inconsistent with the subject or context:


Admitted Institution means any institution that has been admitted by Euroclear
Netherland pursuant to the Dutch Act (aangesloten instelling); articles means
the articles of incorporation of the Company as amended or replaced from time
to time; Board means the board of directors of the Company from time to time;
certificated means a security which is certificated and reference to such
security being held in certificated form should be construed accordingly;
Company means Disruptive Capital Acquisition Company Limited or such name as
the Company may by ordinary resolution determine from time to time; directors
means the directors of the Company for the time being or, as the case may be,
the directors assembled as a board; Dutch Act means the Dutch Securities Giro
Act (Wet giraal effectenverkeer), as amended; eligible members has the meaning
given in the Law; Euroclear Agent means the Admitted Institution designated by
the Company as the Company’s issuing, transfer and paying agent in respect
of securities of the Company which have been included in the Euroclear System;
Euroclear Nederland means Netherlands Central Institute for Giro Securities
Transactions (Nederlands Central Instituut voor Giraal Effectenverkeer B.V.),
the central institute of the Euroclear System within the meaning of the Dutch
Act; Euroclear System means the book-entry custody and settlement system
operated by Euroclear Nederland; Euronext Amsterdam means the regulated market
operated by Euronext Amsterdam N.V.; executed includes any mode of execution;
FRSA means the Dutch Financial Reporting Supervision Act (Wet toezicht
financiële verslaggeving) as amended; FSA means the Dutch Financial Markets
Supervision Act (Wet op het financieel toezicht) as amended; holder or member
in relation to shares means the member whose name is entered in the register
of members as the holder of the shares; Law means the Companies (Guernsey)
Law, 2008 as amended, extended or replaced and any ordinance statutory
instrument or regulation made thereunder; office means the registered office
at any time of the Company; Ordinary Shareholder means the holder of an
Ordinary Share; Ordinary Share means an ordinary share of £0.0001 each in the
capital of the Company and designated as an "Ordinary Share" having the rights
and being subject to the restrictions set out in these articles; relevant
period has the meaning given in article 15.1(a); Sale Share has the meaning
given in article 15.2; share means a share (whether an Ordinary Share, a
Sponsor Share or otherwise) in the capital of the Companyeach having the
rights and obligations set out in these articles; Sponsor means Disruptive
Capital GP Limited, a Guernsey company limited by shares with registration
number 61432; Sponsor Share means a convertible share of £0.0001 each in the
capital of the Company and designated as a "Sponsor Share" having the rights
and being subject to the restrictions set out in these articles; Sponsor
Warrant means a redeemable warrant issued by the Company and held by the
Sponsor; Statutory Giro System means the giro system as referred to in the
Dutch Securities Giro Act (Wet giraal effectenverkeer) as amended; Trading Day
means a day, other than a Saturday or Sunday on which banks in the Netherlands
and Euronext Amsterdam is open for trading; Treasury Regulations means the
regulations commonly referred to as the Federal tax regulations, providing
official interpretation of the US Tax Code by the US Department of the
Treasury; US Tax Code means the United States Internal Revenue Code of 1986,
as amended; Warrant means a redeemable warrant issued by the Company; Warrant
Holder has the meaning given in article 6; and Warrant T&Cs means the terms
upon which the Warrants are issued, registered, transferred, exchanged,
redeemed and exercised and the respective rights, limitation of rights and
immunities of the Company, the warrant agent and the Warrant Holders in
respect thereof. 2.2      The headings in these articles do not affect
the interpretation of these articles.


2.3      Unless the context otherwise requires words or expressions
contained in these articles bear the same meaning as in the Law.


2.4      In writing and written includes the reproduction of words and
figures in any visible form whether sent or supplied by electronic form or
otherwise including, for the avoidance of doubt, by email.


2.5      Words importing the singular number only shall include the
plural number and vice versa.


2.6      Words importing a particular gender only shall include any
other gender.


2.7      Words importing persons shall include corporations.


2.8      A reference to a meeting shall not be taken as requiring more
than one person to be present if any quorum requirement can be satisfied by
one person.


3      Share capital


3.1      The Company may issue an unlimited number of shares of par
value and/or no par value or a combination of both. Shares may be denominated
in any currency and different classes of shares may be denominated in
different currencies (or no currency in the case of shares of no par value).


3.2      Subject to the provisions of the Law and without prejudice to
any rights attached to any existing shares or class of shares or the
provisions of these articles, any share may be issued with such preferred
deferred conversion or other rights or restrictions as the Company may by
ordinary resolution direct, or subject to or in default of any such direction,
as the directors may determine.


3.3      The Company may issue fractions of shares and any such
fractional shares shall rank pari passu in all respects with the other shares
of the same class issued by the Company.


3.4      Subject to the provisions of the Law, the Company may give
financial assistance, as defined in the Law, directly or indirectly for the
purposes or in connection with the acquisition of its shares.


3.5      The Company may from time to time hold its own shares and
Warrants (if any) as treasury shares


3.6      The Company may issue shares which do not entitle the holder to
voting rights in any general meeting or that entitle the holder to restricted
voting rights in any general meeting.


3.7      The Company may acquire its own shares. Any such shares
acquired by the Company may be cancelled or may be held as treasury shares,
subject to and in accordance with the Law.


3.8      The Company may issue shares which are, or at the option of the
Company or the shareholder are, liable to be redeemed and convert all or any
class of its shares into redeemable shares.


4      Shares


4.1      Without limitation to any other provision of these articles the
Ordinary Shares shall have the following rights and restrictions attaching to
them:


(a)      Pari passu


The Ordinary Shares shall rank pari passu with each other.
(b)      Dividends


Subject to article 4.1(e), holders of Ordinary Shares are entitled to receive,
and participate in, any dividends or other distributions of the Company
available for dividend or distribution other than in relation to assets
attributable to the Sponsor Shares. (c)      Winding up


Subject to articles 4.1(e) and41, in the event of a winding up of the Company
the surplus assets of the Company (other than in relation to assets
attributable to the holders of Sponsor Shares or any other class of shares
other than Ordinary Shares) available for distribution to the holders of
Ordinary Shares (after payment of all other debts and liabilities of the
Company) shall be distributed pro rata amongst the holders of Ordinary Shares
according to their respective holdings (excluding, for the avoidance of doubt,
any Ordinary Shares held by the Sponsor or in treasury). (d)      Voting


Subject to articles 4.1(c), 4.1(e), and 41.1 and any special rights,
restrictions or prohibitions regarding voting for the time being attached to
any Ordinary Shares, holders of Ordinary Shares shall have the right to
receive notice of and to attend, speak and vote at general meetings of the
Company and each holder being present in person or by proxy shall upon a show
of hands have one vote and upon a poll one vote in respect of every Ordinary
Share that they hold. (e)      Treasury


For as long as any Ordinary Shares are held in treasury, such Ordinary Shares
shall not be voted at any general meeting of the Company and no dividend may
be declared or paid and no other distribution of the Company's assets may be
made in respect of such Ordinary Shares. The Ordinary Shares held in treasury
will be admitted to listing and trading on Euronext Amsterdam and held in
treasury for the purpose of facilitating a conversion of the Sponsor Shares,
Warrants and Sponsor Warrants. 4.2      Without limitation to any other
provision of these articles the Sponsor Shares shall have the following rights
and restrictions attaching to them:


(f)      Pari passu


The Sponsor Shares shall rank pari passu with each other.
(g)      Dividends


Holders of Sponsor Shares are entitled to receive, and participate in, any
dividends or other distributions of the Company available for dividend or
distribution other than in relation to assets attributable to the Ordinary
Shares. (h)      Winding up


Subject to article41, in the event of a winding up of the Company the surplus
assets of the Company (other than in relation to assets attributable to the
holders of Ordinary Shares or any other class of shares other than Sponsor
Shares) available for distribution to the holders of Sponsor Shares (after
payment of all other debts and liabilities of the Company) shall be
distributed pro rata amongst the holders of Sponsor Shares according to their
respective holdings. (i)      Voting


Subject to any special rights, restrictions or prohibitions regarding voting
for the time being attached to any Sponsor Shares, holders of Sponsor Shares
shall have the right to receive notice of and to attend, speak and vote at
general meetings of the Company and each holder being present in person or by
proxy shall upon a show of hands have one vote and upon a poll one vote in
respect of every Sponsor Share that they hold. (j)      The Company may
by ordinary resolution, and with the approval of a special class resolution of
the holders of the Sponsor Shares and the Ordinary Shares respectively, vary
the terms, rights and restrictions attaching to each of the Sponsor Shares to
be identical to the terms, rights and restrictions attaching to an Ordinary
Share such that each Sponsor Share shall convert on a one for one basis into
an Ordinary Share.


5      Warrants


The Company may issue Warrants which shall entitle the holder (a Warrant
Holder) to subscribe for the shares specified in it. The Board may determine
and, subject to the terms of issue of any Warrants, vary the conditions upon
which such Warrants shall be issued. A Warrant Holder shall be subject to the
terms and conditions for the time being in force in respect of the Warrants
whether made before or after the issue of such Warrant, including, but not
limited to, the Warrant T&Cs. 6      Variation of rights


6.1      Whenever the capital of the Company is divided into different
classes of shares the rights attached to any class may (subject to the terms
of issue of the shares of that class) be varied or abrogated, either whilst
the Company is a going concern or during or in contemplation of a winding-up:


(a)      with the consent in writing of the holders of a majority of the
issued shares of that class; or


(b)      with the sanction of an ordinary resolution passed at a
separate meeting of the holders of the shares of that class.


6.2      All the provisions of these articles relating to general
meetings of the Company or to the proceedings thereat shall, mutatis mutandis,
apply to every such separate meeting except that in accordance with the Law:


(c)      the necessary quorum shall be two persons present holding or
representing by proxy at least 5% of the total voting rights of the class (but
so that if at any adjourned meeting of such holders a quorum as above defined
is not present, one person present holding shares of the class shall be a
quorum) provided always that where the class has only one member, that member
shall constitute the necessary quorum; and


(d)      any holder of shares of the class in question may demand apoll.


6.3      The special rights conferred upon the holders of any shares or
class of shares issued with preferred, deferred or other rights shall (unless
otherwise expressly provided by the conditions of issue of such shares) be
deemed not to be varied by the creation or issue of further shares ranking
pari passu therewith.


7      Issue of shares


7.1      Subject to this article 7, the provisions of the Law and, where
applicable, the rules of the Euroclear System and/or any other competent
regulatory authority or otherwise under applicable law, these articles, any
resolution of the Company and any contractual provision to which the Company
is subject, the directors have general and unconditional authority, unlimited
as to number or aggregate value:


(a)      to allot, issue (with or without conferring rights of
renunciation), grant options over, offer or otherwise deal with or dispose of
unissued shares of the Company or rights to subscribe or convert any security
into shares; or


(b)      to sell, transfer or cancel any treasury shares held by the
Company,


in any such case to such persons, at such times and on such terms and
conditions as the directors may decide. 7.2      The Company shall not
issue shares, nor sell them from treasury, for cash on any terms to a person
unless:


(c)      it has made an offer to each person who holds shares of the
same class in the Company to issue to them on the same or more favourable
terms a proportion of those shares which is as nearly as practicable equal to
the proportion in number held by them of the share capital of the Company of
that class; and


(d)      the period during which any such offer may be accepted by the
relevant current holders has expired or the Company has received a notice of
the acceptance or refusal of every offer so made from such holders,


provided that the directors may impose such exclusions and/or make such other
arrangements as they deem necessary or expedient in relation to fractional
entitlements or having regard to any legal, regulatory or practical matters or
requirements arising under the laws, rules or regulations of any overseas
territory or jurisdiction or the requirements of any governmental or
regulatory body or stock exchange in any territory or otherwise howsoever. The
holders of shares affected as a result of such exclusions or arrangements
shall not be deemed, or be deemed to be, a separate class of members of any
purposes whatsoever. 7.3      The directors may determine that those
persons who are entered on the register of members at the close of business on
a day determined by the directors (which may not be more than 21 days before
the date on which the resolution approving the making of an offer pursuant to
article 7.2 has been passed) shall be the persons who are entitled to receive
an offer pursuant to article 7.2.


7.4      Shares that the Company has offered to issue to a holder of
shares in accordance with article 7.2 may be issued to them, or anyone in
whose favour he has renounced his right to their issue, without contravening
the restrictions in article 7.2.


7.5      Where shares are held by two or more persons jointly, an offer
under article 7.2 may be made to the joint holder first named in the Register
in respect of the shares.


7.6      An offer pursuant to article 7.2 shall be made by a notice
(given in accordance with article 40) and must state a period of not less than
14 days beginning on the date on which such offer is deemed to be delivered or
received (as the case may be) pursuant to article 40 during which it may be
accepted and the offer shall not be withdrawn before the end of that period.


7.7      Shares held by the Company as treasury shares are disregarded
for the purposes of this article so that:


(e)      the Company is not treated as a person who holds shares; and


(f)      shares held as treasury shares are not treated as forming part
of the share capital of the Company.


7.8      Notwithstanding the provisions of article 7.2, the directors
may be given, by an ordinary resolution of the Company, the power and
authority to issue, or sell from treasury, shares either generally or in
respect of a specific issue, or sale from treasury, such that article 7.2
shall not apply to such issue(s) or sale(s) of shares.


7.9      The authority provided for in article 7.8 may be granted for
such period of time as the ordinary resolution permits (which must be not more
than five years from the date on which the resolution is passed), and such
authority may be revoked, repealed or varied by a further ordinary resolution
of the Company. Any ordinary resolution passed pursuant to article 7.8 may be
renewed or further renewed by a further ordinary resolution for a further
period not exceeding five years.


7.10      Notwithstanding that the authority given to the directors
under an ordinary resolution passed pursuant to article 7.8 may have expired,
the directors may issue or sell from treasury shares in pursuance of an offer
or agreement previously made by the Company, if the ordinary resolution
enabled the Company to make an offer or agreement which would or might require
shares to be issued or sold from treasury after the authority granted
thereunder expired.


7.11      Article 7.2 shall not apply in relation to the issue of bonus
shares nor to shares issued in lieu of dividend or distribution.


8      Register of members and book-entry interests


8.1      The Company shall maintain or cause to be maintained a register
of members. Ordinary Shares and Warrants included in the Statutory Giro System
will be registered in the name of Euroclear Nederland or an intermediary (as
referred to in the Dutch Act).


8.2      Subject to the requirements of the Euroclear System and the
Dutch Act, the directors have the power to implement and/or approve any
arrangements that they may, in their absolute discretion, think fit in
relation to the evidencing of title and transfer of interests in shares or any
other securities of the Company in the form of book-entry interests or similar
interests or securities and, to the extent that such arrangements are so
implemented, no provision of these articles shall apply or have effect in
relation to such book-entry interests to the extent that it is in any respect
inconsistent with the holding and transfer thereof or the securities
represented thereby. Where the Company is entitled to dispose of, forfeit or
enforce a lien over or otherwise procure the sale of any securities or
fractions of a security which are held through interests in book-interest
form, the directors shall have the power to take such steps as may be required
to effect such disposal, forfeiture, enforcement or sale. The directors may
from time to time take such actions and do such things as they may, in their
absolute discretion, think fit in relation to the operation of such
arrangements.


9      Commission


The Company may exercise the powers of paying commissions and in such an
amount or at such a percentage rate as the directors may determine not
exceeding ten per cent. of the price at which the shares are issued. Any such
commission may be satisfied by the payment of cash or by the allotment of
fully or partly paid shares or partly in one way and partly in the other. The
Company may also on any issue of shares pay such brokerage as may be lawful.
10      Trust not recognised


Except as required by law, no person shall be recognised by the Company as
holding any share upon any trust and (except as otherwise provided by these
articles or by law) the Company shall not be bound by or recognise (even when
having notice thereof) any interest in any share except an absolute right to
the entirety thereof in the holder. 11      Certificates


11.1      The directors shall not be obliged to issue share certificates
in respect of certificated shares but if the directors elect to issue share
certificates in respect of certificated shares every member, upon becoming the
holder of any certificated shares, shall be entitled, without payment, to one
certificate for all the certificated shares of each class held by him (and
upon transferring a part of his holding of certificated shares of any class to
a certificate for the balance of such holding) or several certificates each
for one or more of his certificated shares upon payment, for every certificate
after the first, of such reasonable sum as the directors may determine. Every
certificate shall be signed by the Company and shall specify the number, class
and distinguishing numbers (if any) of the certificated shares to which it
relates and the amount or respective amounts paid up thereon. The Company
shall not be bound to issue more than one certificate for certificated shares
held jointly by several persons and delivery of a certificate to one joint
holder shall be a sufficient delivery to all of them.


11.2      If a share certificate is defaced, worn out, lost or destroyed
it may be renewed on such terms (if any) as to evidence and indemnity and
payment of the expenses reasonably incurred by the Company in investigating
evidence as the directors may determine but otherwise free of charge and (in
the case of defacement or wearing out) on delivery of the old certificate.


12      Lien


12.1      The Company shall have a first and paramount lien on every
certificated share (not being a fully paid share) for all moneys (whether
presently payable or not) payable at a fixed time or called in respect of that
share. The directors may at any time declare any share to be wholly or in part
exempt from the provisions of this article. The Company's lien on a share
shall extend to any amount payable in respect of it. This article 13 shall not
apply to any shares that are the subject of book-entry interests in the
Euroclear System.


12.2      The Company may sell in such manner as the directors determine
any shares on which the Company has a lien if a sum in respect of which the
lien exists is presently payable and is not paid within 14 days after notice
has been given to the holder of the share or to the person entitled to it in
consequence of the death or bankruptcy of the holder, demanding payment and
stating that if the notice is not complied with the shares may be sold.


12.3      To give effect to a sale the directors may authorise some
person to execute an instrument of transfer of the shares sold to or in
accordance with the directions of the purchaser. The


title of the transferee to the shares shall not be affected by any
irregularity in or invalidity of the proceedings in reference to the sale.
12.4      The net proceeds of the sale after payment of the costs shall
be applied in payment of so much of the sum for which the lien exists as is
presently payable and any residue shall (upon surrender to the Company for
cancellation of the certificate for the shares sold and subject to a like lien
for any moneys not presently payable as existed upon the shares before the
sale) be paid to the person entitled to the shares at the date of the sale.


13      Calls on shares and forfeiture


13.1      Subject to the terms of allotment the directors may make calls
upon any member in respect of any moneys unpaid on that member's shares
(whether in respect of nominal value or premium) and each member shall
(subject to receiving at least 14 days' notice specifying when and where
payment is to be made) pay to the Company as required by the notice the amount
called on his shares. A call may be required to be paid by instalments. A call
may, before receipt by the Company of any sum due thereunder, be revoked in
whole or part and payment of a call may be postponed in whole or part. A
person upon whom a call is made shall remain liable for calls made upon him
notwithstanding the subsequent transfer of the shares in respect whereof the
call was made.


13.2      A call shall be deemed to have been made at the time when the
resolution of the directors authorising the call was passed.


13.3      The joint holders of a share shall be jointly and severally
liable to pay all calls in respect thereof without the benefit of any right
conferred by the droit de division and/or the droit de discussion.


13.4      If a call remains unpaid after it has become due and payable
the person from whom it is due and payable shall pay interest on the amount
unpaid from the day it became due and payable until it is paid; either at the
rate fixed by the terms of allotment of the share or in the notice of the call
or at such rate not exceeding fifteen per cent. per annum as the directors may
determine. The directors may waive payment of the interest wholly or in part.


13.5      An amount payable in respect of a share on allotment or at any
fixed date, whether in respect of nominal value or premium or as an instalment
of a call, shall be deemed to be a call and if it is not paid the provisions
of these articles shall apply as if that amount had become due and payable by
virtue of a call. The Company may accept from a member the whole or any part
of the amount remaining unpaid on any shares held by him although no part of
that amount has been called up.


13.6      Subject to the terms of allotment, the directors may make
arrangements on the issue of shares to distinguish between members as to the
amounts and times of payment of calls on their shares.


13.7      If a call remains unpaid after it has become due and payable
the directors may give to the person from whom it is due not less than 14
days' notice requiring payment of the amount unpaid together with any interest
which may have accrued and any expenses which may have been incurred by the
Company in respect thereof. The notice shall name the place


where payment is to be made and shall state that if the notice is not complied
with the shares in respect of which the call was made will be liable to be
forfeited. 13.8      If a notice referred to in the preceding article is
not complied with any share in respect of which it was given may at any time
thereafter before the payment required by the notice has been made be
forfeited by a resolution of the directors and the forfeiture shall include
all dividends or other moneys payable in respect of the forfeited shares and
not paid before the forfeiture.


13.9      A forfeited share may be sold re-allotted or otherwise
disposed of on such terms and in such a manner as the directors determine
either to the person who was before the forfeiture the holder or to any other
person and at any time before sale re-allotment or other disposition the
forfeiture may be cancelled on such terms as the directors think fit. Where
for the purposes of its disposal a forfeited share is to be transferred to any
person, the directors may authorise some person to execute an instrument of
transfer of the share to that person.


13.10      A person, any of whose shares have been forfeited, shall
cease to be a member in respect of them and shall surrender to the Company for
cancellation the certificate for any certificated shares, if any, for the
shares forfeited but shall remain liable to the Company for all moneys which
at the date of forfeiture were presently payable by him to the Company in
respect of those shares with interest at the rate at which interest was
payable on those moneys before the forfeiture or at such rate as the directors
may determine from the date of forfeiture and all expenses until payment but
the directors may waive payment wholly or in part or enforce payment without
any allowance for the value of the shares at the time of forfeiture or for any
consideration received on their disposal.


13.11      A declaration under oath by a director or the secretary that
a share has been forfeited on a specified date shall be conclusive evidence of
the facts stated in it as against all persons claiming to be entitled to the
share and the declaration shall (subject to the execution of an instrument of
transfer if necessary) constitute a good title to the share and the person to
whom the share is disposed of shall not be bound to see to the application of
the consideration, if any, nor shall his title to the share be affected by any
irregularity in or invalidity of the proceedings in reference to the
forfeiture or disposal of the share.


14      Untraced shareholders


14.1      The Company may sell the share of a member or of a person
entitled by transmission at the best price reasonably obtainable at the time
of sale, if:


(a)      during a period of not less than 12 years before the date of
publication of the advertisements referred to in paragraph (c) of this article
14.1 (or, if published on two different dates, the first date) (the relevant
period) at least three cash dividends have become payable in respect of the
share;


(b)      throughout the relevant period no cheque payable on the share
has been presented by the holder of, or the person entitled by transmission
to, the share to the paying bank of the relevant cheque, no payment made by
the Company by any other means permitted by article 37 has been claimed or
accepted and, so far as any


director of the Company at the end of the relevant period is then aware, the
Company has not at any time during the relevant period received any
communication from the holder of, or person entitled by transmission to, the
share; (c)      on expiry of the relevant period the Company has given
notice of its intention to sell the share by advertisement in a United Kingdom
national newspaper, in a daily newspaper circulating widely in Guernsey and in
a newspaper circulating in the area of the address of the holder of, or person
entitled by transmission to, the share shown in the register of members; and


(d)      the Company has not, so far as the Board is aware, during a
further period of three months after the date of the advertisements referred
to in paragraph (c) of this article


14.1 (or the later advertisement if the advertisements are published on
different dates) and before the exercise of the power of sale received a
communication from the holder of, or person entitled by transmission to, the
share. 14.2      Where a power of sale is exercisable over a share
pursuant to article 14.1 (a Sale Share), the Company may at the same time also
sell any additional share issued in right of such Sale Share or in right of
such an additional share previously so issued provided that the requirements
of articles 14.1(b) and 14.1(d) (as if the words “throughout the relevant
period” were omitted from article 14.1(b) and the words “on expiry of the
relevant period” were omitted from article 14.1(c) shall have been satisfied
in relation to the additional share.


14.3      To give effect to a sale pursuant to articles 14.1 or 14.2,
the Board may authorise a person to transfer the share in the name and on
behalf of the holder of, or person entitled by transmission to, the share, or
to cause the transfer of such share, to the purchaser or his nominee and in
relation to an uncertificated share may require Euroclear Nederland or any
other relevant system to convert the share into certificated form. The
purchaser is not bound to see to the application of the purchase money and the
title of the transferee is not affected by an irregularity or invalidity in
the proceedings connected with the sale of the share.


15      Transfer of shares and withdrawal from the Euroclear System


15.1      Subject to such restrictions of these articles as may be
applicable, the Dutch Act, the rules of the Euroclear System and the transfer
restrictions to which the shares are subject:


(a)      any member may transfer all or any of its shares by means of
the Euroclear System in such manner provided, for and subject as provided, in
any regulations issued for this purpose under the Law or such as may otherwise
from time to time be adopted by the Board on behalf of the Company and the
rules of the Euroclear System;


(b)      any member may transfer all or any of his certificated shares
by an instrument of transfer in any usual form or in any other form which the
Board may approve signed by or on behalf of the transferor and unless the
certificated share is fully paid by or on behalf of the transferee; and


(c)      an instrument of transfer of a certificated share shall be
signed by or on behalf of the transferor and unless the certificated share is
fully paid by or on behalf of the transferee an instrument of transfer of a
certificated share need not be under seal.


15.2      Every instrument of transfer of a certificated share shall be
left at the office or such other place as the Board may prescribe with the
certificate of every certificated share to be transferred and such other
evidence as the Board may reasonably require to prove the title of the
transferor or his right to transfer the certificated shares and the transfer
and certificate (if any) shall remain in the custody of the Board but shall be
at all reasonable times produced at the request and expense of the transferor
or transferee or their respective representatives. A new certificate shall be
delivered free of charge to the transferee after the transfer is completed and
registered on its application and when necessary a balance certificate shall
be delivered if required by them in writing.


15.3      If a member withdraws its shares from the Euroclear System it
shall be entered on the register as the holder of those shares in registered
form. The Company shall issue a share certificate in respect of such shares in
accordance with article 11.


15.4      The Board may, in its absolute discretion and without giving a
reason, refuse to register a transfer of any share in certificated form which
is not fully paid or on which the Company has a lien provided in the case of a
listed share that this would not prevent dealings in the share from taking
place on an open and proper basis on Euronext Amsterdam. In addition, the
directors may refuse to register a transfer of shares held in certificated
form outside the Euroclear System unless:


(d)      it is in respect of only one class of shares;


(e)      it is in favour of a single transferee or not more than 4 joint
transferees; and


(f)      it is delivered for registration to the office or such other
place as the Board may decide, accompanied by the certificate for the shares
to which it relates and such other evidence as the Board may reasonably
require to prove title of the transferor and the due execution by him of the
transfer or, if the transfer is executed by some other person on his behalf,
the authority of that person to do so.


15.5      No fee shall be charged for the registration of any instrument
of transfer or, subject as otherwise provided in these articles, any other
document relating to or affecting the title to any share.


15.6      If the directors refuse to register an allotment or transfer
of shares they shall within two months after the date on which the transfer
was lodged with the Company send notice of the refusal to the transferee.


15.7      If the directors, in their sole discretion, determine that
shares or Warrants of the Company held in certificated form outside the
Euroclear System are held in contravention of the transfer restrictions to
which they are subject the holder shall notify the Company, and the holder
shall repay to the Company any amounts distributed to such holder by the
Company during the period of such contravention, and transfer such shares or
Warrants to a person designated by the directors and the directors are
authorised to transfer such shares or


Warrants on behalf of that holder in such manner as the directors shall
determine. Pending such transfer, no further payments shall be made by the
Company in respect of such shares or Warrants held by such person, and, in the
case of shares, such shares shall be deemed not to be in issue for the
purposes of any vote, consent or direction of the members and shall not be
taken into account for the purposes of calculating any quorum or majority
requirements relating thereto, and such member shall not be entitled to
exercise any voting, consent or direction rights in respect of such shares. If
the directors, in their sole discretion, determine that a proposed transferee
of shares or Warrants of the Company would be holding any share or Warrant the
subject of the proposed transfer in contravention of the transfer restrictions
to which such shares or Warrants is subject, as described above, the directors
shall refuse to register the transfer of such shares or Warrants. The Company
shall not be liable to any person having an interest in the shares or Warrants
of the Company transferred as a result of any such transfer or the exercise of
such discretion. 15.8      If the directors1, in their sole discretion,
determine that any beneficial interests in the form of the book-entry
interests in shares or Warrants of the Company held within the Euroclear
System are held by its beneficial holder in contravention of the transfer
restrictions to which they are subject the beneficial holder shall notify the
Company2, repay to the Company any amounts distributed to such beneficial
holder by the Company during the period of such contravention, and transfer
such book-entry interests in such shares or Warrants to a person designated by
the directors and, in case of a failure to do so, such beneficial holder will
be subject to a penalty in the discretion of the directors for each day such
beneficial holder continues to hold such a book-entry interest. During the
period of such contravention, the Company shall reserve the right to disregard
interests in such shares or Warrants for the purposes of calculating any
quorum or majority requirements relating to the shares represented thereby and
to disregard any vote, consent or direction exercised or made by the relevant
holder. The Company shall not be liable to any person having an interest in
the shares or Warrants of the Company transferred as a result of any such
transfer or the exercise of such discretion. If, in accordance with the terms
of these articles, the directors declare a dividend or other distribution on
shares in issue, the foregoing provisions of this article 15.8 shall not
affect the entitlement to such dividend or distribution of Euroclear Nederland
in respect of any shares it holds.


15.9      Subject to the provisions of the Law and, where applicable,
the rules of the Euroclear System and/or any other competent regulatory
authority or otherwise under applicable law, the Company or any agent on its
behalf may make enquiries of any holder of shares or Warrants of the Company
at any time in order to determine if such holder is holding such shares or
Warrants or if any beneficial interest in the form of book-entry interests
therein is being held in contravention of the transfer restrictions to which
they are subject.


15.10      Withdrawal of Ordinary Shares and Warrants from the Euroclear
System is only permitted in the circumstances in which the Dutch Act allows
for (temporary) withdrawal. Fractions of securities cannot be withdrawn
pursuant to the Dutch Act.

 (1) As above
(2) As above 16      Transmission of shares


16.1      If a member dies, the survivor or survivors where he was a
joint holder, and his personal representatives where he was a sole holder or
the only survivor of joint holders, shall be the only persons recognised by
the Company as having any title to his interest; but nothing contained in
these articles shall release the estate of a deceased member from any
liability in respect of any share which had been jointly held by him.


16.2      A person becoming entitled to a share in consequence of the
death, bankruptcy or incapacity of a member may, upon such evidence being
produced as the directors may properly require, elect either to become the
holder of the share or to make such transfer thereof as the deceased, bankrupt
or incapacitated member could have made. If he elects to become the holder he
shall give notice to the Company to that effect. If he elects to transfer the
share he shall execute an instrument of transfer of the share to the
transferee. All of the articles relating to the transfer of shares shall apply
to the notice or instrument of transfer as if it were an instrument of
transfer executed by the member and the death, bankruptcy or incapacity of the
member had not occurred.


16.3      A person becoming entitled to a share in consequence of the
death, bankruptcy or incapacity of a member shall have the rights to which he
would be entitled if he were the holder of the share except that he shall not
before being registered as the holder of the share be entitled in respect of
it to attend or vote at any meeting of the Company or at any separate meeting
of the holders of any class of shares in the Company.


17      Alteration of share capital


17.1      The Company may by ordinary resolution:


(a)      consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares;


(b)      sub-divide its shares, or any of them, into shares of smaller
amount than is fixed by the memorandum or these articles, so, however, that in
the sub-division the proportion between the amount paid and the amount, if
any, unpaid on each reduced share shall be the same as it was in the case of
the share from which the reduced share is derived;


(c)      cancel any shares which at the date of the passing of the
resolution have not been taken up or agreed to be taken up by any person and
diminish the amount of its share capital by the amount of the shares so
cancelled;


(d)      convert all or any of its shares, the nominal amount of which
is expressed in a particular currency or former currency, into shares of a
nominal amount of a different currency, the conversion being effected at the
rate of exchange (calculated to not less than three significant figures)
current on the date of the resolution or on such other dates as may be
specified therein;


(e)      where its share capital is expressed in a particular currency
or former currency, denominate or redenominate it, either by expressing its
amount in units or subdivisions of that currency or former currency, or
otherwise.


17.2      Whenever as a result of a consolidation of shares any members
would become entitled to fractions of a share, the directors may, in their
absolute discretion, on behalf of those members, sell the shares representing
the fractions for the best price reasonably obtainable to any person
(including, subject to the provisions of the Law, the Company) and distribute
the net proceeds of sale in due proportion among those members. The directors
may authorise some person to execute an instrument of transfer of the shares
to or in accordance with the directions of the purchaser. The transferee shall
not be bound to see to the application of the purchase money nor shall his
title to the shares be affected by any irregularity in or invalidity of the
proceedings in reference to the sale.


18      General meetings


18.1      All general meetings other than annual general meetings shall
be called extraordinary general meetings. All general meetings may be held at
any place in Guernsey or elsewhere.


18.2      The Board may call general meetings and on the requisition of
members pursuant to the provisions of the Law shall forthwith proceed to
convene a general meeting within 21 days after the receipt of the requisition
in accordance with the Law to be held on a date not more than 28 days after
the date of the notice convening the meeting. If there are not sufficient
directors to call a general meeting, any director or any member of the Company
may call such a meeting.


19      Notice of general meetings


19.1      Any general meeting shall be called by at least twenty-one
days' notice. A general meeting may be deemed to have been duly called by
shorter notice if it is so agreed by all the members entitled to attend and
votethereat.


19.2      Subject to the provisions of these articles and to any
restrictions imposed on any shares the notice shall be given to all the
members, to all persons entitled to a share in consequence of the death
bankruptcy or incapacity of a member where the Company has been notified of
his entitlement and to every director.


19.3      The directors may determine that those persons who are entered
on the register of members at the close of business on a day determined by the
directors (which may not be more than 21 days before the date on which the
notices of meeting were sent) shall be the persons who are entitled to receive
notice.


19.4      The accidental omission to give notice of a meeting to, or the
non-receipt of notice of a meeting by, any person entitled to receive notice
shall not invalidate the proceedings at the meeting.


20      Proceedings at general meetings


20.1      No business, other than the appointment of a chairman, may be
transacted at any meeting unless the requisite quorum is present, being two
persons present holding or representing by proxy between them at least 5% of
the total voting rights of the shares (or class of shares).


20.2      If such a quorum is not present within half an hour from the
time appointed for the meeting, or if during a meeting such a quorum ceases to
be present, the meeting, if convened by or upon the requisition of members,
shall be dissolved. If otherwise convened, it shall stand adjourned to the
same day in the next week at the same time and place or such other day, time
and place as the chairman may determine. If at such an adjourned meeting a
quorum is not present within five minutes from the time appointed for the
holding of the meeting, those members present in person or by proxy shall be a
quorum.


20.3      At any general meeting, the chairman of the Board shall
preside as chairman of the meeting or, if no chairman has been elected or if
the chairman is not present at the general meeting, the general meeting shall
be presided over by the vice-chair of the Board. If no vice-chair has been
elected or if the vice-chair is not present at the meeting, the general
meeting shall be presided over by an executive director. If an executive
director is not present at the meeting, the general meeting shall be presided
over another director present at the meeting. If no director is present at the
meeting, the meeting shall be presided over by any other person appointed by
the general meeting.


20.4      The chairman may, with the consent of a meeting at which a
quorum is present (and shall, if so directed by the meeting), adjourn the
meeting from time to time and from place to place, but no business shall be
transacted at an adjourned meeting other than business which might properly
have been transacted at the meeting had the adjournment not taken place. When
a meeting is adjourned for seven days or more, at least seven days' notice
shall be given specifying the day, time and place of the adjourned meeting and
the general nature of the business to be transacted. Otherwise it shall not be
necessary to give any such notice.


20.5      A resolution put to the vote of a meeting shall be decided on
a show of hands unless before or on the declaration of the result of the show
of hands a poll is duly demanded. Subject to the provisions of the Law, a poll
may be demanded:


(a)      by the chairman; or


(b)      by at least two members having the right to vote on the
resolution; or


(c)      by a member or members representing not less than one tenth of
the total voting rights of all the members having the right to vote on the
resolution;


and a demand by a person as proxy for a member shall be the same as a demand
by the member. 20.6      Unless a poll is duly demanded (and not
subsequently withdrawn) a declaration by the chairman that a resolution has or
has not been passed or has been passed with a particular majority or an entry
to that effect in the minutes of the meeting shall be conclusive evidence of
the fact without proof of the number or proportion of the votes recorded in
favour of or against the resolution.


20.7      The demand for a poll may be withdrawn before the poll is
taken but only with the consent of the chairman; a demand so withdrawn shall
not be taken to have invalidated the result of a show of hands declared before
the demand was made.


20.8      A poll shall be taken as the chairman directs and he may
appoint scrutineers (who need not be members) and fix a day, time and place
for declaring the result of the poll. The result of the poll shall be deemed
to be the resolution of the meeting at which the poll was demanded.


20.9      In the case of an equality of votes, whether on a show of
hands or on a poll, the chairman of the Board shall be entitled to a casting
vote in addition to any other vote he mayhave.


20.10      A poll demanded on the election of a chairman or on a
question of adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken either forthwith or at such day, time and place as the
chairman directs not being more than 30 days after the poll is demanded. The
demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll was
demanded. If a poll is demanded before the declaration of the result of a show
of hands and the demand is duly withdrawn, the meeting shall continue as if
the demand had not been made.


20.11      No notice need be given of a poll not taken forthwith if the
day, time and place at which it is to be taken are announced at the meeting at
which it is demanded. In any other case at least seven days' notice shall be
given specifying the day, time and place at which the poll is to be taken.


21      Votes of members


21.1      Subject to any rights or restrictions attached to any shares:


(a)      on a show of hands every member present in person or by proxy
shall have one vote; and


(b)      on a poll every member who is present in person or proxy shall
be entitled to one vote in respect of each share in the Company held by them.


21.2      There shall be no requirement to make available for inspection
at any time during a meeting a list of names, addresses and shareholdings of
members.


21.3      In the case of joint holders the vote of the senior who
tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders, and seniority shall be
determined by the order in which the names of the holders stand in the
register of members in respect of the relevant share.


21.4      A member in respect of whom an order has been made by any
court having jurisdiction (whether in Guernsey or elsewhere) in matters
concerning mental disorder may vote, whether by a show of hands or by a poll,
by his receiver, curator or other person authorised in that behalf appointed
by that court, and any such receiver, curator or other person may vote by
proxy. Evidence to the satisfaction of the Board of the authority of the
person claiming to exercise the right to vote shall be deposited at the
office, or at such other place as is specified in accordance with these
articles for the deposit of instruments of proxy, before the time appointed
for holding the meeting or adjourned meeting or on the holding of the poll at
which the right to vote is to be exercised and in default the right to vote
shall not be exercisable.


21.5      Unless the Board otherwise decides, no member shall be
entitled to vote at any general meeting or at any separate meeting of the
holders of any class of shares in the Company, either in person or by proxy,
in respect of any share held by him unless all calls and other sums presently
payable by him in respect of that share have been paid.


21.6      No objection shall be raised to the entitlement of any person
to vote as he did except at the meeting or adjourned meeting or poll at which
the vote objected to is or may be tendered, and every vote not disallowed at
the meeting or poll shall be valid for all purposes. Any such objection made
in due time shall be referred to the chairman of the meeting whose decision
shall be final and conclusive.


21.7      A member may appoint another person as his proxy to exercise
all or any of his rights to attend and to speak and vote at a meeting of the
Company. A proxy need not be a member. A member may appoint more than one
proxy to attend on the same occasion, provided that each proxy is appointed to
exercise the rights attached to a different share or shares held by him. Where
two or more valid but differing appointments of proxy are delivered or
received for the same share for use at the same meeting, the one which is last
validly delivered or received (regardless of its date or the date of its
execution) shall be treated as replacing and revoking the other or others as
regards that share. If the Company is unable to determine which appointment
was last validly delivered or received, none of them shall be treated as valid
in respect of that share unless the directors otherwise determine. Delivery or
receipt of an appointment of proxy does not prevent a member attending and
voting in person at the meeting or an adjournment of the meeting or on a poll.


21.8      An instrument appointing a proxy shall be in any usual form,
or as approved by the directors including in electronic form, and shall be
executed by or on behalf of the appointor or in either case otherwise
authenticated in such manner as the directors may determine, including by
electronic means. The directors may require such evidence as they consider
necessary to determine and verify (a) the identity of the member and the
proxy; and (b) where the proxy is appointed by a person acting on behalf of
the member, the authority of that person to make the appointment.


21.9      In the case of shares registered in the name of Euroclear
Nederland or an Admitted Institution, Euroclear Nederland shall be deemed by
operation of this article to have granted a standing proxy in favour of the
Euroclear Agent to act as its representative at any or all general meetings,
subject to any restrictions or conditions imposed by Euroclear Nederland, and
to exercise or benefit from all other rights of Euroclear Nederland as a
member, until revoked by Euroclear Nederland, the Euroclear Agent being
entitled to exercise or, as applicable, benefit from, the same rights on
behalf of Euroclear Nederland as if it were itself a member, including the
power to demand or join or concur in demanding a poll. The Euroclear Agent may
itself appoint a proxy or proxies in favour of any person or persons in
respect of any share or shares the subject of Euroclear Nederland's interest
as a member, any such proxy to be granted pursuant to an instrument in writing
on the terms specified in this article 21 and to specify the number and, if
applicable, class of shares in respect of which the proxy is granted, and any
holder of such a proxy will in turn be entitled to exercise the same rights on
behalf of Euroclear Nederland in respect of the share(s) the subject of such
proxy as if such holder were itself a member, including the power to demand or
join or concur in demanding a poll. Euroclear Nederland, or its proxy, may
cast a split vote on the shares of which it is the registered holder in
connection with any resolution submitted


for approval to the holders of shares or any other corporate action to be
taken by the Company. Subject to the following articles, the instrument
appointing a proxy and any reasonable evidence required by the directors under
article 21.8 above, must be delivered so that it is received by the Company
not less than 48 hours before the time for holding the meeting or adjourned
meeting at which the person named in the form of appointment of proxy proposes
to vote. They must be delivered in either of the following ways:
(c)      in the case of an instrument in hard copy form, it must be
delivered to the office or such other place as is specified for that purpose
in the notice of meeting or in the instrument of proxy sent by the Company in
relation to the meeting (a ‘proxy notification address’);


(d)      in the case of an instrument of proxy sent by electronic means,
where the Company has given an electronic address (a ‘proxy notification
electronic address’) in the notice calling the meeting or in the instrument
of proxy, it must be received at such proxy notification electronic address;


21.10      In the case of a poll taken more than 48 hours after it is
demanded, the instrument appointing a proxy and any reasonable evidence
required by the directors under article 21.8 must be delivered as required
under article 21.9 not less than 24 hours before the time appointed for the
taking of the poll.


21.11      If the form of appointment of proxy is not delivered in time,
it is invalid.


21.12      For so long as the same is required under the Law, in
calculating the periods in this article, no account shall be taken of any part
of a day which is not a working day.


21.13      The directors may decide either generally or in a specific
case, to treat a proxy appointment as valid notwithstanding that the
appointment or any information required under article 21.8 has not been
received in accordance with the requirements of these articles. Subject to the
foregoing, if the proxy appointment and any of the information required under
article 21.8 is not received in the manner set out in article 21.9, the
appointee shall not be entitled to vote in respect of the shares in question.


21.14      A vote given or poll demanded by proxy or by the duly
authorised representative of a body corporate shall be valid notwithstanding
the previous determination of the authority of the person voting or demanding
a poll unless notice of the determination was received by the Company at the
office or at such other place as has been appointed for the deposit of
instruments of proxy before the commencement of the meeting or adjourned
meeting at which the vote is given or the poll demanded or (in the case of a
poll taken otherwise than on the same day as the meeting or adjourned meeting)
the time appointed for taking the poll.


21.15      A meeting of members may be held notwithstanding that such
members may not be in the same place if a member is, by any means, in
communication with one or more other members so that each member participating
in the communication can hear or read what is said or communicated by each of
the others, each member so participating is deemed to be present at a meeting
with the other members so participating and any such meeting shall be deemed
to be held in the place in which the chairman of the meeting is present.


22      Corporations acting by representatives


Any corporation which is a member of the Company may, by resolution of its
board or other governing body, authorise such person or persons as it thinks
fit to act as its representative at any meeting of the Company or at any
meeting of any class of members of the Company, and the person so authorised
shall be entitled to exercise the same powers on behalf of the corporation
which he represents as that corporation could exercise if it were an
individual member of the Company. A corporation present at any meeting by such
representative shall be deemed for the purposes of these articles to be
present in person. 23      Resolutions in writing


23.1      Anything that may be done by resolution passed at a general
meeting of the Company or at a meeting of the holders of any class of shares
in the Company may be done by resolution in writing in accordance with the
provisions of the Law. A resolution in writing may be executed in one or more
counterparts.


23.2      Subject to the Law a resolution proposed as a written
resolution may specify a date and time (whether greater or lesser than any
period for the time being specified by the Law) by which the proposed written
resolution lapses if it has not been passed by the requisite majority of
eligible members. No instrument received or signature appended thereto after
such time shall be counted.


23.3      The accidental omission to give notice of any proposed
resolution in writing to, or the non- receipt of notice of a resolution in
writing by, any person entitled to receive notice shall not invalidate any
resolution or any proposed resolution.


24      Number of directors


Unless otherwise determined by ordinary resolution the number of directors
shall not be subject to any maximum or minimum. 25      Alternate
directors


25.1      Subject to article Error! Reference source not found., any
director (other than an alternate director) may appoint any other director, or
any other person, to be an alternate director and may remove from office an
alternate director so appointed by him.


25.2      An alternate director shall be entitled to attend, be counted
towards a quorum and vote at any meeting of directors and at any meeting of
committees of directors of which his appointor is a member at which the
director appointing him is not personally present, and generally to perform
all the functions of his appointor as a director in his absence but shall not
be entitled to receive any remuneration from the Company for his services as
an alternate director.


                      25.3      Subject to article
Error! Reference source not found., an alternate director shall cease to be an
alternate director if his appointor ceases to be a director.


25.4      Subject to article Error! Reference source not found., any
appointment or removal of an alternate director shall be by notice to the
Company signed by the director making or revoking the appointment or in any
other manner approved by the directors.


25.5      Save as otherwise provided in these articles, an alternate
director shall be deemed for all purposes to be a director and shall alone be
responsible for his own acts and defaults and he shall not be deemed to be the
agent of the director appointing him.


26      Powers of directors


26.1      Subject to the provisions of the Law, the memorandum and these
articles and to any directions given by special resolution, the business of
the Company shall be managed by the directors who may exercise all the powers
of the Company in any part of the world. No alteration of the memorandum or
articles and no such direction shall invalidate any prior act of the directors
which would have been valid if that alteration had not been made or that
direction had not been given. The powers given by this article shall not be
limited by any special power given to the directors by these articles and a
meeting of directors at which a quorum is present may exercise all the powers
exercisable by the directors. Where a director is the sole director of the
Company he shall have and may exercise all the powers and authorities in and
over the affairs of the Company as by these articles are conferred on the
directors.


26.2      Subject as hereinafter provided, the directors may exercise
all the powers of the Company to borrow or raise money (including the power to
borrow for the purpose of redeeming shares) and secure any debt or obligation
of or binding on the Company in any manner including by the issue of
debentures (perpetual or otherwise) and to secure the repayment of any money
borrowed raised or owing by mortgage charge pledge or lien upon the whole or
any part of the Company's undertaking property or assets (whether present or
future) and also by a similar mortgage charge pledge or lien to secure and
guarantee the performance of any obligation or liability undertaken by the
Company or any third party.


26.3      The directors may, by power of attorney (signed in such a
manner as the directors may determine), or otherwise, appoint any person,
either generally or in respect of any specific matter, to represent the
Company, act in its name and execute documents on itsbehalf.


27      Delegation of directors' powers


The directors may delegate any of their powers to any committee consisting of
one or more directors and (if thought fit) one or more other persons. They may
also delegate to any managing director or any other director (whether holding
any other executive office or not) such of their powers as they consider
desirable to be exercised by him. Any such delegation may be made subject to
any conditions the directors may impose, and either collaterally with or to
the exclusion of their own powers and may be revoked or altered. Subject to
any such conditions, the proceedings of a committee shall be governed by the
articles regulating the proceedings of directors so far as they are capable
ofapplying. 28      Appointment and retirement of directors


28.1      Subject to the Law and these articles, the directors shall
have power at any time, and from time to time, without sanction of the Company
in general meeting, to appoint any person to be a director, either to fill a
casual vacancy or as an additional director. Any director so appointed shall
hold office only until the next following annual general meeting and shall
then be eligible for re-appointment.


28.2      Subject to the Law and these articles, the Company may by
ordinary resolution:


(a)      appoint any person as a director; and


(b)      remove any person from office as a director.


There shall be no requirement for the appointment or removal of two or more
directors to be considered separately. 28.3      A person must not be
appointed a director unless he has in writing consented to being a director of
the Company and declared that he is not ineligible under the Law.


28.4      A director may resign from office as a director by giving
notice in writing to that effect to the Company at its registered office,
which notice shall be effective upon such date as may be specified in the
notice, failing which upon delivery to the registered office.


29      Disqualification and removal of directors


29.1      The office of a director shall be vacated if:


(a)      he ceases to be a director by virtue of any provision of or he
ceases to be eligible to be a director in accordance with the Law; or


(b)      he has his affairs declared "en désastre", becomes bankrupt or
makes any arrangement or composition with his creditors generally or otherwise
has any judgement executed on any of his assets; or


(c)      an order is made by a court having jurisdiction (whether in
Guernsey or elsewhere) in matters concerning mental disorder for his detention
or for the appointment of a receiver, curator or other person to exercise
powers with respect to his property or affairs; or


(d)      he dies; or


(e)      he resigns his office by notice to the Company; or


(f)      the Company so resolves by ordinary resolution; or


(g)      the other directors request him to resign in writing.


30      Remuneration of directors


Unless otherwise determined by the Company by ordinary resolution, the
directors shall be entitled to such remuneration as the directors may from
time to time determine and, unless such determination provides otherwise, the
remuneration shall be deemed to accrue from day to day.
31      Directors' expenses


The directors may be paid all travelling, hotel and other expenses properly
incurred by them in connection with their attendance at meetings of directors
or committees of directors or general meetings or separate meetings of the
holders of any class of shares or of debentures of the Company or otherwise in
connection with the discharge of their duties. 32      Directors'
appointments and interests


32.1      Subject to the provisions of the Law, the directors may
appoint one or more of their number to the office of managing director or to
any other executive office in the Company and may enter into an agreement or
arrangement with any director for his employment by the Company or for the
provision by him of any services outside the scope of the ordinary duties of a
director. Any such appointment, agreement or arrangement may be made upon such
terms as the directors determine and they may remunerate any such director for
his services as they think fit. Any appointment of a director to an executive
office shall terminate if he ceases to be a director but without prejudice to
any claim for damages for breach of the contract of service between the
director and the Company.


32.2      Subject to and in accordance with the Law, a director must,
upon becoming aware of the fact that he is interested in a transaction or
proposed transaction with the Company, disclose that fact to the directors.


32.3      For the purposes of the preceding article a general disclosure
given to the directors to the effect that a director has an interest (as
director, officer, employee, member or otherwise) in a party and is to be
regarded as interested in any transaction which may after the date of the
disclosure be entered into with that party shall be deemed to be sufficient
disclosure of his interest in any such transaction or arrangement.


32.4      Without limitation to the provisions of the Law, provided that
he has disclosed his interests in accordance with the preceding two articles,
a director, notwithstanding his office:


(a)      may be a party to, or otherwise interested in, any transaction
or arrangement with the Company or in which the Company is otherwise
interested;


(b)      may be a director or other officer of, or employed by, or a
party to any transaction or arrangement with, or otherwise interested in, any
body corporate promoted by the Company or in which the Company is otherwise
interested;


(c)      shall not, by reason of his office, be accountable to the
Company for any benefit which he derives from any such office or employment or
from any such transaction or arrangement or from any interest in any such body
corporate and no such


transaction or arrangement shall be liable to be avoided on the ground of any
such interest or benefit; and (d)      may act by himself or his firm in
a professional capacity for the Company and he or his firm shall be entitled
to remuneration for professional services as though he were not a director of
the Company.


33      Directors' gratuities and pensions


The directors may provide benefits, whether by the payment of gratuities or
pensions or by insurance or otherwise, for any director who has held but no
longer holds any executive office or employment with the Company or with any
body corporate which is or has been a subsidiary of the Company or a
predecessor in business of the Company or of any such subsidiary, and for any
member of his family (including a spouse and a former spouse) or any person
who is or who was dependent on him, and may (as well before as after he ceases
to hold such office or employment) contribute to any fund and pay premiums for
the purchase or provision of any such benefit. 34      Proceedings of
directors


34.1      Subject to the provisions of these articles, the directors may
regulate their proceedings as they think fit. A director may, and the
secretary at the request of a director shall, call a meeting of the directors.
Questions arising at a meeting shall be decided by a majority of votes. In the
case of an equality of votes the chairman of the Board shall have a second or
casting vote. A director who is also an alternate director shall be entitled
to a separate vote for each director for whom he acts as alternate in addition
to his own vote.


34.2      The quorum for the transaction of the business of the
directors may be fixed by the directors and unless so fixed at any other
number shall be two except where a director is the sole director of the
Company, in which case the quorum shall be one. A person who is an alternate
director shall be counted in the quorum and any director acting as an
alternate director shall also be counted as one for each of the directors for
whom he acts as alternate.


34.3      Any director enabled to participate in the proceedings of a
meeting by means of a communication device (including a telephone) which
allows all of the other directors present at such meeting to hear or read what
is said or communicated by such director at all times and such director to
hear or read what is said or communicated by all other directors present at
such meeting at all times (in each case whether in person or by means of such
type of communication device) shall be deemed to be present at such meeting
and shall be counted when reckoning a quorum. A meeting of directors conducted
in accordance with this provision shall, subject to a resolution of the
directors, be deemed to be held in the place where the chairman of the meeting
is present.


34.4      The continuing directors or the only continuing director may
act notwithstanding any vacancies in their number, but, if the number of
directors is less than the number fixed as the quorum, the continuing
directors or director may act only for the purpose of filling vacancies or of
calling a general meeting.


34.5      The directors may appoint one of their number to be the
chairman of the Board and may at any time remove him from that office. Unless
he is unwilling to do so, the director so appointed shall preside at every
meeting of directors at which he is present. But if there is no director
holding that office, or if the director holding it is unwilling to preside or
is not present within five minutes after the time appointed for the meeting,
the directors present may appoint one of their number to be chairman of the
meeting.


34.6      All acts done by a meeting of directors, or of a committee of
directors, or by a person acting as a director shall, notwithstanding that it
be afterwards discovered that there was a defect in the appointment of any
director or that any of them were disqualified from holding office, or had
vacated office, or were not entitled to vote, be as valid as if every such
person had been duly appointed and was qualified and had continued to be a
director and had been entitled to vote.


34.7      A resolution in writing signed by all the directors entitled
to receive notice of a meeting of directors or of a committee of directors
shall be as valid and effectual as if it had been passed at a meeting of
directors or (as the case may be) a committee of directors duly convened and
held and may consist of several documents in the like form each signed by one
or more directors; but a resolution signed by an alternate director need not
also be signed by his appointor and, if it is signed by a director who has
appointed an alternate director, it need not be signed by the alternate
director in that capacity.


34.8      A director may vote in respect of any transaction, arrangement
or proposed transaction or arrangement in which he has an interest (which he
has disclosed in accordance with these articles and, if he does vote, his vote
shall be counted, and he shall be counted towards a quorum at any meeting of
the directors at which any such transaction or arrangement or proposed
transaction or arrangement shall come before the directors for consideration.


34.9      Where proposals are under consideration concerning the
appointment of two or more directors to offices or employment with the Company
or any body corporate in which the Company is interested the proposals may be
divided and considered in relation to each director separately and (provided
he is not for another reason precluded from voting) each of the directors
concerned shall be entitled to vote and be counted in the quorum in respect of
each resolution except that concerning his own appointment.


35      Company Secretary


35.1      The Company may from time to time, but is not obliged to,
appoint a secretary and subject to the provisions of the Law a director or
other person may act as secretary, if one is appointed.


35.2      The functions of the Company secretary are those listed in
section 171(a) to (e) of the Law and the Company secretary has a duty to take
reasonable steps to ensure these are carried out.


36      Seals


36.1      The common seal (if any) shall only be used by the authority
of the directors or of a committee of directors authorised by the directors.


36.2      Subject to the provisions of the Law the directors may
determine to have an official seal for use in any country territory or place
outside the Island of Guernsey, which shall be a facsimile of the common seal
of the Company. Any such official seal shall in addition bear the name of
every territory district or place in which it is to be used.


36.3      The directors may determine who shall sign any instrument to
which the common seal or any official seal is affixed and, in respect of the
common seal, unless otherwise so determined such instrument shall be signed by
a director and by a secretary or by a second director. A person affixing the
common seal or any official seal to any instrument shall certify thereon the
date upon which and the place at which it is affixed.


37      Dividends or Distributions


37.1      The Company may reduce its share capital by way of
distribution of amounts standing to any capital account of the Company or
otherwise as the directors may determine.


37.2      Subject to the provisions of the Law, the Company may by
ordinary resolution declare a dividend or distribution to be paid to members
according to their respective rights and interests, but no dividend or
distribution shall exceed the amount recommended by the directors.


37.3      Subject to the provisions of the Law, the directors may pay an
interim dividend or distribution if it appears to them that it is justified by
the assets of the Company.


37.4      If the share capital is divided into different classes, the
directors may pay interim dividends on shares which confer deferred or
non-preferred rights with regard to dividend as well as on shares which confer
preferential rights with regard to dividend, but no interim dividend shall be
paid on shares carrying deferred or non-preferred rights if, at the time of
payment, any preferential dividend is in arrears. The directors may also pay,
at intervals settled by them, any dividend payable at a fixed rate if it
appears to them that the assets of the Company justify the payment. Provided
the directors act in good faith, they shall not incur any liability to the
holders of shares conferring preferred rights for any loss they may suffer by
the lawful payment of an interim dividend on any shares having deferred or
non-preferred rights.


37.5      Except as otherwise provided by the rights attached to shares,
all dividends or other distributions shall be declared and paid according to
the amounts paid up on shares on which the dividend or other distribution is
paid. All dividends shall be apportioned and paid proportionately to the
amounts paid up on the shares during any portion or portions of the period in
respect of which the dividend or other distribution is paid, but, if any share
is issued on terms providing that it shall rank for dividend as from a
particular date, that share shall rank for dividend accordingly.


37.6      A general meeting declaring a dividend or distribution may,
upon the recommendation of the directors, direct that it shall be satisfied
wholly or partly by the distribution of assets and, where any difficulty
arises in regard to the distribution, the directors may settle the same and in
particular may issue fractional certificates and fix the value for
distribution of any assets and may determine that cash shall be paid to any
member upon the footing of the value so fixed in order to adjust the rights of
members and may vest any assets in trustees.


37.7      Any dividend or other moneys payable in respect of a share may
be paid by electronic transfer or cheque sent by post to the registered
address of the person entitled or, if two or more persons are the holders of
the share or are jointly entitled to it by reason of the death or bankruptcy
of the holder, to the registered address of the one of those persons who is
first named in the register of members or to such person and to such address
as the person or persons entitled may in writing direct (and in default of
which direction to that one of the persons jointly so entitled as the
directors shall in their absolute discretion determine). Every cheque shall be
made payable to the order of the person or persons entitled or to such other
person as the person or persons entitled may in writing direct and payment of
the cheque shall be a good discharge to the Company. Any joint holder or other
person jointly entitled to a share as aforesaid may give receipts for any
dividend or other moneys payable in respect of the share.


37.8      The directors may deduct from any dividend or other moneys,
payable to any member on or in respect of a share, all sums of money (if any)
presently payable by him to the Company on account of calls or otherwise in
relation to the shares of the Company.


37.9      No dividend or other moneys payable in respect of a share
shall bear interest against the Company unless otherwise provided by the
rights attached to the share.


37.10      Any dividend or distribution which has remained unclaimed for
ten years from the date when it became due for payment shall, if the directors
so resolve, be forfeited and cease to remain owing by the Company.


37.11      For all dividends and other distributions in respect of
Ordinary Shares included in the Euroclear System, the Company will be
discharged from all obligations towards the relevant Ordinary Shareholders by
placing those dividends or other distributions at the disposal of, or in
accordance with the regulations of, Euroclear Nederland.


38      Capitalisation of profits


38.1      The directors may with the authority of an ordinary resolution
of the Company:


(a)      subject as hereinafter provided, resolve to capitalise any
undistributed assets of the Company not required for paying any preferential
dividend;


(b)      appropriate the sum resolved to be capitalised to the members
in proportion to the amounts of the shares (whether or not fully paid) held by
them respectively which would entitle them to participate in a distribution of
that sum if the shares were fully paid and the sum were distributable and
apply such sum on their behalf either in or towards paying up the amounts (if
any) for the time being unpaid on any shares held by them respectively, or in
paying up in full unissued shares or debentures of the Company in an amount
equal to that sum, and allot the shares or debentures credited as fully paid
to those members, or as they may direct, in those proportions, or partly in
one way and partly in the other;


(c)      make such provision by the issue of fractional certificates or
by payment in cash or otherwise as they determine in the case of shares or
debentures becoming distributable under this article in fractions; and


(d)      authorise any person to enter on behalf of all the members
concerned into an agreement with the Company providing for the allotment to
them respectively, credited as fully paid, of any shares or debentures to
which they are entitled upon such capitalisation, any agreement made under
such authority being binding on all such members.


39      Accounts and audit


39.1      No member shall (as such) have any right of inspecting any
accounting records or other book or document of the Company except as
conferred by the Law and/or any prospectus of the Company, or any other
applicable Dutch law, including, the FRSA and the FSA or authorised by the
directors or by these articles.


39.2      The Company may appoint auditors to examine the accounts and
report (where one is required in accordance with the Law or the FSA) thereon
in accordance with the Law and the FSA.


40      Notices


40.1      Any notice to be given to or by any person pursuant to these
articles shall be in writing except that a notice calling a meeting of the
directors or a committee of directors need not be in writing.


40.2      The Company may send, deliver or serve any notice or other
document to a member either:


(a)      personally;


(b)      by sending it by post in a prepaid envelope addressed to the
member at his registered address or by leaving it at that address;


(c)      by transmitting it by facsimile to the facsimile number last
notified to the Company by the member or that member’s relevant electronic
address; or


(d)      by transmitting it by electronic means (other than by
transmission by facsimile) to that member’s relevant electronic address from
time to time held by the Company for that member or by means of a website in
accordance with the Law, unless, in the case of transmission by means of a
website, such member notifies the Company otherwise and unless and until the
Company receives such notice.


40.3      In the case of joint holders of a share, all notices shall be
given to the joint holder whose name stands first in the register of members
in respect of the joint holding and notice so given shall be sufficient notice
to all the joint holders.


40.4      A member present, either in person or by proxy, at any meeting
of the Company or of the holders of any class of shares in the Company shall
be deemed to have received notice of the meeting and, where requisite, of the
purposes for which it was called.


40.5      Every person who becomes entitled to a share shall be bound by
any notice in respect of that share which, before his name is entered in the
register of members, has been duly given to a person from which he derives his
title.


40.6      Service of any notice by post shall be proved by showing the
date of posting, the address thereon and the fact of prepayment. A notice sent
by post shall, unless the contrary is shown, be deemed to have been received:


(e)      in the case of a notice sent to an address in the United
Kingdom, the Channel Islands or the Isle of Man, on the second day after the
day of posting; and


(f)      in the case of a notice sent elsewhere, on the third day after
the dayof posting;


excluding in each case, for so long as the same is required under the Law, any
day which is not a working day. Any notice sent by facsimile or by electronic
means shall be deemed to be received immediately after it was transmitted,
unless the contrary is shown. 40.7      A notice may be given by the
Company to the persons entitled to a share in consequence of the death,
bankruptcy or incapacity of a member by sending or delivering it, in any
manner authorised by these articles for the giving of notice to a member,
addressed to them by name, or by the title of representatives of the deceased,
or trustee of the bankrupt or curator of the member or by any like description
at the address, if any, supplied for that purpose by the persons claiming to
be so entitled. Until such an address has been supplied, a notice may be given
in any manner in which it might have been given if the death, bankruptcy or
incapacity had not occurred. If more than one person would be entitled to
receive a notice in consequence of the death, bankruptcy or incapacity of a
member, notice given to any one of such persons shall be sufficient notice to
all such persons.


41      Winding up


41.1      Subject to article 41.2, if the Company is wound up the
Company may, with the sanction of a special resolution and any other sanction
required by the Law divide the whole or any part of the assets of the Company
among the members in specie, and the liquidator or, where there is no
liquidator, the directors, may for that purpose value any assets and determine
how the division shall be carried out as between the members or different
classes of members and, with the like sanction, may vest the whole or any part
of the assets in trustees upon such trusts for the benefit of the members as
he or they may determine, but no member shall be compelled to accept any
assets upon which there is a liability.


41.2      Notwithstanding any other provision of this article 41, where
any Ordinary Shares are held by or on behalf of the Sponsor and/or the other
Insiders, such Ordinary Shareholders will be deemed to have waived any rights
to receive any liquidation distributions in respect of their holding of such
Ordinary Shares, with any such amounts being for the benefit of the other
Ordinary Shareholders.


42      Indemnity


42.1      Without prejudice to any indemnity to which he may otherwise
be entitled, every person who is or was a director, alternate director or
secretary and their respective heirs and executors shall be fully indemnified
in so far as the Law allows, out of the assets and profits of the Company from
and against all actions, expenses and liabilities which they or their
respective heirs or executors may incur by reason of any contract entered into
or any act in or about the execution of their respective offices or trusts,
except such (if any) as would


otherwise attach to them in connection with any negligence, default, breach of
duty or breach of trust in relation to the Company and none of them shall be
answerable for the acts, receipts, neglects or defaults of the others of them
or for joining in any receipt for the sake of conformity or for any bankers or
other person with whom any moneys or assets of the Company may be lodged or
deposited for safe custody or for any bankers or other persons into whose
hands any money or assets of the Company may come or for any defects of title
of the Company to any property purchased or for insufficiency or deficiency of
or defect in title of the Company to any security upon which any moneys of the
Company shall be placed out or invested or for any loss, misfortune or damage
resulting from any such cause as aforesaid or which may happen in or about the
execution of their respective offices or trusts except should the same happen
by or through their own negligence, default, breach of duty or breach of trust
in relation to the Company, provided that this article shall be deemed not to
provide for, or entitle any person to, indemnification to the extent that it
would cause this article, or any part of it, to be treated as void under the
Law. 42.2      Without prejudice to any other provisions of these
articles, the directors may exercise all the powers of the Company to purchase
and maintain insurance for the benefit of a person who is or was a director,
alternate director, secretary or auditor of the Company or of a company which
is or was a subsidiary undertaking of the Company or in which the Company has
or had an interest (whether direct or indirect), indemnifying him against
liability for negligence, default, breach of duty or breach of trust or other
liability which may lawfully be insured against by the Company, (including,
without prejudice to the generality of the foregoing, insurance against any
costs, charges, expenses, losses or liabilities suffered or incurred by such
persons in respect of any act or omission in the actual or purported execution
and/or discharge of their duties and/or the exercise or purported exercise of
their powers and discretions and/or otherwise in relation to or in connection
with their duties, powers or offices in relation to the Company or any such
other body).


43      Inspection of records


43.1      Subject to the Law, a director shall be entitled at any time
to inspect the register of members, any register of secretaries the minutes of
proceedings at general meetings, the minutes of proceedings at directors'
meetings, the register of directors the index of members (if any), copies of
all resolutions of members passed otherwise than at general meetings and the
accounting records.


43.2      Subject to the Law, a member shall be entitled to inspect the
register of members, the minutes of proceedings at general meetings, the
register of directors, any register of secretaries and the index of members
(if any) and copies of all resolutions of members passed otherwise than at
general meetings.


43.3      The rights of inspection shall be exercisable during ordinary
business hours.

 APPENDIX 2 – COMPARISON OF DRAFT AMENDED ARTICLES AND ARTICLES
[To be attached separately] 118 The Companies (Guernsey) Law, 2008 (as
amended) Company limited by shares ARTICLES OF INCORPORATION OF
DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED
adopted by special resolution dated        2023 BLAW-25808131-1
Contents 1      Exclusion of standard articles        1
2      Interpretation        1
3      Share capital        43
4      Shares        4
5      Warrants        65
6      Variation of rights        6
7      Issue of shares        76
8      Register of members and book-entry interests        8
9      Commission        8
10      Trust not recognised        89
11      Certificates        89
12      Lien        9
13      Calls on shares and forfeiture        910
14      Untraced shareholders        11
15      Transfer of shares and withdrawal from the Euroclear
System        12
16      Transmission of shares        14
17      Alteration of share capital        1415
18      General meetings        1516
19      Notice of general meetings        1516
20      Proceedings at general meetings        16
21      Votes of members        1718
22      Corporations acting by representatives        20
23      Resolutions in writing        2021
24      Number of directors        21
25      Alternate directors        21
26      Powers of directors        2122
27      Delegation of directors' powers        22
28      Appointment and retirement of directors        2223
29      Disqualification and removal of directors        23
30      Remuneration of directors        2324
31      Directors' expenses        24
32      Directors' appointments and interests        24
33      Directors' gratuities and pensions        25
34      Proceedings of directors        25
35      Company Secretary        26
36      Seals        2726
37      Dividends or Distributions        27
38      Capitalisation of profits        28
39      Accounts and audit        29
40      Notices        29
41      Business Combination         30
1. Winding up        30
2. Winding up3143Indemnity        3230
4443        Inspection of records        3231
45        Continuation Resolution        33 The Companies
(Guernsey) Law, 2008 (as amended) Company limited by shares Articles of
incorporation of
Disruptive Capital Acquisition Company Limited
                      1      Exclusion of standard
articles


Standard articles as may be prescribed from time to time pursuant to section
16(2) of the Law shall not apply to the Company.
                      2      Interpretation


2.1      In these articles the following words shall bear the following
meanings if not inconsistent with the subject or context:


Admitted Institution means any institution that has been admitted by Euroclear
Netherland pursuant to the Dutch Act (aangesloten instelling); articles means
the articles of incorporation of the Company as amended or replaced from time
to time; Board means the board of directors of the Company from time to time;
Business Combination means a merger, amalgamation, share exchange, asset
acquisition, share purchase, reorganisation or similar business combination
involving the Company and another business; Business Combination Completion
Date means the date of completion of a Business Combination; Business
Combination GM has the meaning given in article 42.1; certificated means a
security which is certificated and reference to such security being held in
certificated form should be construed accordingly; Company means Disruptive
Capital Acquisition Company Limited or such name as the Company may by
ordinary resolution determine from time to time; directors means the directors
of the Company for the time being or, as the case may be, the directors
assembled as a board; Dutch Act means the Dutch Securities Giro Act (Wet
giraal effectenverkeer), as amended; eligible members has the meaning given in
the Law; Euroclear Agent means the Admitted Institution designated by the
Company as the Company's issuing, transfer and paying agent in respect of
securities of the Company which have been included in the Euroclear System;
Euroclear Nederland means Netherlands Central Institute for Giro Securities
Transactions (Nederlands Central Instituut voor Giraal Effectenverkeer B.V.),
the central institute of the Euroclear System within the meaning of the Dutch
Act; Euroclear System means the book-entry custody and settlement system
operated by Euroclear Nederland; Euronext Amsterdam means the regulated market
operated by Euronext Amsterdam N.V.; executed includes any mode of execution;
FRSA means the Dutch Financial Reporting Supervision Act (Wet toezicht
financiële verslaggeving) as amended; FSA means the Dutch Financial Markets
Supervision Act (Wet op het financieel toezicht) as amended; holder or member
in relation to shares means the member whose name is entered in the register
of members as the holder of the shares; Insider Letter means the letter
agreement between the Company (on behalf of itself and the directors) and the
Sponsor (on behalf of itself, its directors and the Truell Family Trusts)
dated 5 October 2021, as amended from time to time; Insiders means the
directors, the Sponsor and its directors and the Truell Family Trusts pursuant
to the Insider Letter; Law means the Companies (Guernsey) Law, 2008 as
amended, extended or replaced and any ordinance statutory instrument or
regulation made thereunder; office means the registered office at any time of
the Company; Ordinary Shareholder means the holder of an Ordinary Share;
Ordinary Share means an ordinary share of £0.0001 each in the capital of the
Company and designated as an "Ordinary Share" having the rights and being
subject to the restrictions set out in these articles; relevant period has the
meaning given in article 15.1(a); Sale Share has the meaning given in article
15.2; share means a share (whether an Ordinary Share, a Sponsor Share or
otherwise) in the capital of the Companyeach having the rights and obligations
set out in these articles; Sponsor means Disruptive Capital GP Limited, a
Guernsey company limited by shares with registration number 61432; Sponsor
Share means a convertible share of £0.0001 each in the capital of the Company
and designated as a "Sponsor Share" having the rights and being subject to the
restrictions set out in these articles; Sponsor Warrant means a redeemable
warrant issued by the Company and held by the Sponsor; Statutory Giro System
means the giro system as referred to in the Dutch Securities Giro Act (Wet
giraal effectenverkeer) as amended; Trading Day means a day, other than a
Saturday or Sunday on which banks in the Netherlands and Euronext Amsterdam is
open for trading; Treasury Regulations means the regulations commonly referred
to as the Federal tax regulations, providing official interpretation of the US
Tax Code by the US Department of the Treasury; Truell Family Trusts means the
Truell Intergenerational Family Limited Partnership Incorporated and Truell
Conservation Foundation (a United Kingdom registered charity); US Tax Code
means the United States Internal Revenue Code of 1986, as amended; Warrant
means a redeemable warrant issued by the Company; Warrant Holder has the
meaning given in article 6; and Warrant T&Cs means the terms upon which the
Warrants are issued, registered, transferred, exchanged, redeemed and
exercised and the respective rights, limitation of rights and immunities of
the Company, the warrant agent and the Warrant Holders in respect thereof.
2.2      The headings in these articles do not affect the interpretation
of these articles.


2.3      Unless the context otherwise requires words or expressions
contained in these articles bear the same meaning as in the Law.


2.4      In writing and written includes the reproduction of words and
figures in any visible form whether sent or supplied by electronic form or
otherwise including, for the avoidance of doubt, by email.


2.5      Words importing the singular number only shall include the
plural number and vice versa.


2.6      Words importing a particular gender only shall include any
other gender.


2.7      Words importing persons shall include corporations.


2.8      A reference to a meeting shall not be taken as requiring more
than one person to be present if any quorum requirement can be satisfied by
one person.


                      3      Share capital


3.1      The Company may issue an unlimited number of shares of par
value and/or no par value or a combination of both. Shares may be denominated
in any currency and different classes of shares may be denominated in
different currencies (or no currency in the case of shares of no par value).


3.2      Subject to the provisions of the Law and without prejudice to
any rights attached to any existing shares or class of shares or the
provisions of these articles, any share may be issued with such preferred
deferred conversion or other rights or restrictions as the Company may by
ordinary resolution direct, or subject to or in default of any such direction,
as the directors may determine.


3.3      The Company may issue fractions of shares and any such
fractional shares shall rank pari passu in all respects with the other shares
of the same class issued by the Company.


3.4      The Company may from time to time hold its own shares and
Warrants (if any) as treasury shares.


1.4      3.5Subject to the provisions of the Law, the Company may give
financial assistance, as defined in the Law, directly or indirectly for the
purposes or in connection with the acquisition of its shares.


1.5      The Company may from time to time hold its own shares and
Warrants (if any) as treasury shares


1.6      The Company may issue shares which do not entitle the holder to
voting rights in any general meeting or that entitle the holder to restricted
voting rights in any general meeting.


1.7      The Company may acquire its own shares. Any such shares
acquired by the Company may be cancelled or may be held as treasury shares,
subject to and in accordance with the Law.


1.8      The Company may issue shares which are, or at the option of the
Company or the shareholder are, liable to be redeemed and convert all or any
class of its shares into redeemable shares.


                      4      Shares


4.1      Without limitation to any other provision of these articles the
Ordinary Shares shall have the following rights and restrictions attaching to
them:


(a)      Pari passu


The Ordinary Shares shall rank pari passu with each other.
(b)      Dividends


Subject to article 4.1(e), holders of Ordinary Shares are entitled to receive,
and participate in, any dividends or other distributions of the Company
available for dividend or distribution other than in relation to assets
attributable to the Sponsor Shares. (c)      Winding up


Subject to articles 4.1(e) and 43and41, in the event of a winding up of the
Company the surplus assets of the Company (other than in relation to assets
attributable to the holders of Sponsor Shares or any other class of shares
other than Ordinary Shares) available for distribution to the holders of
Ordinary Shares (after payment of all other debts and liabilities of the
Company) shall be distributed pro rata amongst the holders of Ordinary Shares
according to their respective holdings (excluding, for the avoidance of doubt,
any Ordinary Shares held by the Sponsor or in treasury). (d)      Voting


Subject to articles 4.1(c), 4.1(e), 25.6, 28.5, 29.2 and 42.1 41.1 and any
special rights, restrictions or prohibitions regarding voting for the time
being attached to any Ordinary Shares, holders of Ordinary Shares shall have
the right to receive notice of and to attend, speak and vote at general
meetings of the Company (including at the Business Combination GM) and each
holder being present in person or by proxy shall upon a show of hands have one
vote and upon a poll one vote in respect of every Ordinary Share that they
hold. (e)      Treasury


For as long as any Ordinary Shares are held in treasury, such Ordinary Shares
shall not be voted at any general meeting of the Company and no dividend may
be declared or paid and no other distribution of the Company's asset assets
may be made in respect of such Ordinary Shares. The Ordinary Shares held in
treasury will be admitted to listing and trading on Euronext Amsterdam and
held in treasury for the purpose of facilitating a conversion of the Sponsor
Shares, Warrants and Sponsor Warrants. 4.2      Without limitation to
any other provision of these articles the Sponsor Shares shall have the
following rights and restrictions attaching to them:


(f)      Pari passu


The Sponsor Shares shall rank pari passu with each other.
(g)      Dividends


Holders of Sponsor Shares are entitled to receive, and participate in, any
dividends or other distributions of the Company available for dividend or
distribution other than in relation to assets attributable to the Ordinary
Shares. (h)      Winding up


Subject to article 41article41, in the event of a winding up of the Company
the surplus assets of the Company (other than in relation to assets
attributable to the holders of Ordinary Shares or any other class of shares
other than Sponsor Shares) available for distribution to the holders of
Sponsor Shares (after payment of all other debts and liabilities of the
Company) shall be distributed pro rata amongst the holders of Sponsor Shares
according to their respective holdings. (i)      Voting


Subject to any special rights, restrictions or prohibitions regarding voting
for the time being attached to any Sponsor Shares, holders of Sponsor Shares
shall have the right to receive notice of and to attend, speak and vote at
general meetings of the Company (including at the Business Combination GM) and
each holder being present in person or by proxy shall upon a show of hands
have one vote and upon a poll one vote in respect of every Sponsor Share that
they hold. For the avoidance of doubt, the holder a Sponsor Share may vote for
or against, or abstain from voting in respect of a proposed Business
Combination in respect of the Sponsor Shares.(e)   Conversion The Sponsor
Shares shall convert on a one for one basis into one Ordinary Share if,
between the Business Combination Completion Date and the tenth anniversary of
the Business Combination Completion Date, certain triggering events occur,
namely the closing price of the Ordinary Shares equals or exceeds:
(i)      £10.00; and


(ii)      £13.00 per Ordinary Share, for any 20 Trading Days within a
30 Trading Day period,


in each case representing approximately 10% of the total number of Ordinary
Shares issued to Ordinary Shareholders (excluding, for the avoidance of doubt,
any Ordinary Shares held by the Sponsor or in treasury). (j)      The
Company may by ordinary resolution, and with the approval of a special class
resolution of the holders of the Sponsor Shares and the Ordinary Shares
respectively, vary the terms, rights and restrictions attaching to each of the
Sponsor Shares to be identical to the terms, rights and restrictions attaching
to an Ordinary Share such that each Sponsor Share shall convert on a one for
one basis into an Ordinary Share.


                      5      Warrants


The Company may issue Warrants which shall entitle the holder (a Warrant
Holder) to subscribe for the shares specified in it. The Board may determine
and, subject to the terms of issue of any Warrants, vary the conditions upon
which such Warrants shall be issued. A Warrant Holder shall be subject to the
terms and conditions for the time being in force in respect of the Warrants
whether made before or after the issue of such Warrant, including, but not
limited to, the Warrant T&Cs.
                      6      Variation of rights


6.1      Whenever the capital of the Company is divided into different
classes of shares the rights attached to any class may (subject to the terms
of issue of the shares of that class) be varied or abrogated, either whilst
the Company is a going concern or during or in contemplation of a winding-up:


(a)      with the consent in writing of the holders of a majority of the
issued shares of that class; or


(b)      with the sanction of an ordinary resolution passed at a
separate meeting of the holders of the shares of that class.


6.2      All the provisions of these articles relating to general
meetings of the Company or to the proceedings thereat shall, mutatis mutandis,
apply to every such separate meeting except that in accordance with the Law:


(c)      the necessary quorum shall be two persons present holding or
representing by proxy at least 5% of the total voting rights of the class (but
so that if at any adjourned meeting of such holders a quorum as above defined
is not present, one person present holding shares of the class shall be a
quorum) provided always that where the class has only one member, that member
shall constitute the necessary quorum; and


(d)      any holder of shares of the class in question may demand apoll.


6.3      The special rights conferred upon the holders of any shares or
class of shares issued with preferred, deferred or other rights shall (unless
otherwise expressly provided by the conditions of issue of such shares) be
deemed not to be varied by the creation or issue of further shares ranking
pari passu therewith.


                      7      Issue of shares


7.1      Subject to this article 7.2, the provisions of the Law and,
where applicable, the rules of the Euroclear System and/or any other competent
regulatory authority or otherwise under applicable law, these articles, any
resolution of the Company and any contractual provision to which the Company
is subject, the directors have general and unconditional authority, unlimited
as to number or aggregate value:


(a)      to allot, issue (with or without conferring rights of
renunciation), grant options over, offer or otherwise deal with or dispose of
unissued shares of the Company or rights to subscribe or convert any security
into shares; or


(b)      to sell, transfer or cancel any treasury shares held by the
Company,


in any such case to such persons, at such times and on such terms and
conditions as the directors may decide. 7.2      Save for the issue of
shares pursuant to the exercise of a Warrant, the The Company shall not issue
shares, nor sell them from treasury, for cash (or otherwise) on any terms to
any a person unless :


(c)      it has made an offer to each person who holds shares of the
same class in the Company to issue to them on the same or more favourable
terms a proportion of those shares which is as nearly as practicable equal to
the proportion in number held by them of the share capital of the Company of
that class.; and


(d)      the period during which any such offer may be accepted by the
relevant current holders has expired or the Company has received a notice of
the acceptance or refusal of every offer so made from such holders,


provided that the directors may impose such exclusions and/or make such other
arrangements as they deem necessary or expedient in relation to fractional
entitlements or having regard to any legal, regulatory or practical matters or
requirements arising under the laws, rules or regulations of any overseas
territory or jurisdiction or the requirements of any governmental or
regulatory body or stock exchange in any territory or otherwise howsoever. The
holders of shares affected as a result of such exclusions or arrangements
shall not be deemed, or be deemed to be, a separate class of members of any
purposes whatsoever. 7.3      The directors may determine that those
persons who are entered on the register of members at the close of business on
a day determined by the directors (which may not be more than 21 days before
the date on which the resolution approving the making of an offer pursuant to
article 7.2 has been passed) shall be the persons who are entitled to receive
an offer pursuant to article 7.2.


7.4      Shares that the Company has offered to issue to a holder of
shares in accordance with article 7.2 may be issued to them, or anyone in
whose favour he has renounced his right to their issue, without contravening
the restrictions in article 7.2.


7.5      Where shares are held by two or more persons jointly, an offer
under article 7.2 may be made to the joint holder first named in the Register
in respect of the shares.


7.6      An offer pursuant to article 7.2 shall be made by a notice
(given in accordance with article 40) and must state a period of not less than
14 days beginning on the date on which such offer is deemed to be delivered or
received (as the case may be) pursuant to article 40 during which it may be
accepted and the offer shall not be withdrawn before the end of that period.


7.7      Shares held by the Company as treasury shares are disregarded
for the purposes of this article so that:


(e)      the Company is not treated as a person who holds shares; and


(f)      shares held as treasury shares are not treated as forming part
of the share capital of the Company.


7.8      Notwithstanding the provisions of article 7.2, the directors
may be given, by an ordinary resolution of the Company, the power and
authority to issue, or sell from treasury, shares either generally or in
respect of a specific issue, or sale from treasury, such that article 7.2
shall not apply to such issue(s) or sale(s) of shares.


7.9      The authority provided for in article 7.8 may be granted for
such period of time as the ordinary resolution permits (which must be not more
than five years from the date on which the resolution is passed), and such
authority may be revoked, repealed or varied by a further ordinary resolution
of the Company. Any ordinary resolution passed pursuant to article 7.8 may be
renewed or further renewed by a further ordinary resolution for a further
period not exceeding five years.


7.10      Notwithstanding that the authority given to the directors
under an ordinary resolution passed pursuant to article 7.8 may have expired,
the directors may issue or sell from treasury shares in pursuance of an offer
or agreement previously made by the Company, if the ordinary resolution
enabled the Company to make an offer or agreement which would or might require
shares to be issued or sold from treasury after the authority granted
thereunder expired.


7.11      Article 7.2 shall not apply in relation to the issue of bonus
shares nor to shares issued in lieu of dividend or distribution.


                      8      Register of members
and book-entry interests


8.1      The Company shall maintain or cause to be maintained the a
register of members. Ordinary Shares and Warrants included in the Statutory
Giro System will be registered in the name of Euroclear Nederland or an
intermediary (as referred to in the Dutch Act).


8.2      Subject to the requirements of the Euroclear System and the
Dutch Act, the directors have the power to implement and/or approve any
arrangements that they may, in their absolute discretion, think fit in
relation to the evidencing of title and transfer of interests in shares or any
other securities of the Company in the form of book-entry interests or similar
interests or securities and, to the extent that such arrangements are so
implemented, no provision of these articles shall apply or have effect in
relation to such book-entry interests to the extent that it is in any respect
inconsistent with the holding and transfer thereof or the securities
represented thereby. Where the Company is entitled to dispose of, forfeit or
enforce a lien over or otherwise procure the sale of any securities or
fractions of a security which are held through interests in book-interest
form, the directors shall have the power to take such steps as may be required
to effect such disposal, forfeiture, enforcement or sale. The directors may
from time to time take such actions and do such things as they may, in their
absolute discretion, think fit in relation to the operation of such
arrangements.


                      9      Commission


The Company may exercise the powers of paying commissions and in such an
amount or at such a percentage rate as the directors may determine not
exceeding ten per cent. of the price at which the shares are issued. Any such
commission may be satisfied by the payment of cash or by the allotment of
fully or partly paid shares or partly in one way and partly in the other. The
Company may also on any issue of shares pay such brokerage as may be lawful.
                      10      Trust not recognised


Except as required by law, no person shall be recognised by the Company as
holding any share upon any trust and (except as otherwise provided by these
articles or by law) the Company shall not be bound by or recognise (even when
having notice thereof) any interest in any share except an absolute right to
the entirety thereof in the holder.
                      11      Certificates


11.1      The directors shall not be obliged to issue share certificates
in respect of certificated shares but if the directors elect to issue share
certificates in respect of certificated shares every member, upon becoming the
holder of any certificated shares, shall be entitled, without payment, to one
certificate for all the certificated shares of each class held by him (and
upon transferring a part of his holding of certificated shares of any class to
a certificate for the balance of such holding) or several certificates each
for one or more of his certificated shares upon payment, for every certificate
after the first, of such reasonable sum as the directors may determine. Every
certificate shall be signed by the Company and shall specify the number, class
and distinguishing numbers (if any) of the certificated shares to which it
relates and the amount or respective amounts paid up thereon. The Company
shall not be bound to issue more than one certificate for certificated shares
held jointly by several persons and delivery of a certificate to one joint
holder shall be a sufficient delivery to all of them.


11.2      If a share certificate is defaced, worn out, lost or destroyed
it may be renewed on such terms (if any) as to evidence and indemnity and
payment of the expenses reasonably incurred by the Company in investigating
evidence as the directors may determine but otherwise free of charge and (in
the case of defacement or wearing out) on delivery of the old certificate.


                      12      Lien


12.1      The Company shall have a first and paramount lien on every
certificated share (not being a fully paid share) for all moneys (whether
presently payable or not) payable at a fixed time or called in respect of that
share. The directors may at any time declare any share to be wholly or in part
exempt from the provisions of this article. The Company's lien on a share
shall extend to any amount payable in respect of it. This article 13 shall not
apply to any shares that are the subject of book-entry interests in the
Euroclear System.


12.2      The Company may sell in such manner as the directors determine
any shares on which the Company has a lien if a sum in respect of which the
lien exists is presently payable and is not paid within 14 days after notice
has been given to the holder of the share or to the person entitled to it in
consequence of the death or bankruptcy of the holder, demanding payment and
stating that if the notice is not complied with the shares may be sold.


12.3      To give effect to a sale the directors may authorise some
person to execute an instrument of transfer of the shares sold to or in
accordance with the directions of the purchaser. The


title of the transferee to the shares shall not be affected by any
irregularity in or invalidity of the proceedings in reference to the sale.
12.4      The net proceeds of the sale after payment of the costs shall
be applied in payment of so much of the sum for which the lien exists as is
presently payable and any residue shall (upon surrender to the Company for
cancellation of the certificate for the shares sold and subject to a like lien
for any moneys not presently payable as existed upon the shares before the
sale) be paid to the person entitled to the shares at the date of the sale.


                      13      Calls on shares and
forfeiture


13.1      Subject to the terms of allotment the directors may make calls
upon any member in respect of any moneys unpaid on that member's shares
(whether in respect of nominal value or premium) and each member shall
(subject to receiving at least 14 days' notice specifying when and where
payment is to be made) pay to the Company as required by the notice the amount
called on his shares. A call may be required to be paid by instalments. A call
may, before receipt by the Company of any sum due thereunder, be revoked in
whole or part and payment of a call may be postponed in whole or part. A
person upon whom a call is made shall remain liable for calls made upon him
notwithstanding the subsequent transfer of the shares in respect whereof the
call was made.


13.2      A call shall be deemed to have been made at the time when the
resolution of the directors authorising the call was passed.


13.3      The joint holders of a share shall be jointly and severally
liable to pay all calls in respect thereof without the benefit of any right
conferred by the droit de division and/or the droit de discussion.


13.4      If a call remains unpaid after it has become due and payable
the person from whom it is due and payable shall pay interest on the amount
unpaid from the day it became due and payable until it is paid; either at the
rate fixed by the terms of allotment of the share or in the notice of the call
or at such rate not exceeding fifteen per cent. per annum as the directors may
determine. The directors may waive payment of the interest wholly or in part.


13.5      An amount payable in respect of a share on allotment or at any
fixed date, whether in respect of nominal value or premium or as an instalment
of a call, shall be deemed to be a call and if it is not paid the provisions
of these articles shall apply as if that amount had become due and payable by
virtue of a call. The Company may accept from a member the whole or any part
of the amount remaining unpaid on any shares held by him although no part of
that amount has been called up.


13.6      Subject to the terms of allotment, the directors may make
arrangements on the issue of shares to distinguish between members as to the
amounts and times of payment of calls on their shares.


13.7      If a call remains unpaid after it has become due and payable
the directors may give to the person from whom it is due not less than 14
days' notice requiring payment of the amount unpaid together with any interest
which may have accrued and any expenses which may have been incurred by the
Company in respect thereof. The notice shall name the place


where payment is to be made and shall state that if the notice is not complied
with the shares in respect of which the call was made will be liable to be
forfeited. 13.8      If a notice referred to in the preceding article is
not complied with any share in respect of which it was given may at any time
thereafter before the payment required by the notice has been made be
forfeited by a resolution of the directors and the forfeiture shall include
all dividends or other moneys payable in respect of the forfeited shares and
not paid before the forfeiture.


13.9      A forfeited share may be sold re-allotted or otherwise
disposed of on such terms and in such a manner as the directors determine
either to the person who was before the forfeiture the holder or to any other
person and at any time before sale re-allotment or other disposition the
forfeiture may be cancelled on such terms as the directors think fit. Where
for the purposes of its disposal a forfeited share is to be transferred to any
person, the directors may authorise some person to execute an instrument of
transfer of the share to that person.


13.10      A person, any of whose shares have been forfeited, shall
cease to be a member in respect of them and shall surrender to the Company for
cancellation the certificate for any certificated shares, if any, for the
shares forfeited but shall remain liable to the Company for all moneys which
at the date of forfeiture were presently payable by him to the Company in
respect of those shares with interest at the rate at which interest was
payable on those moneys before the forfeiture or at such rate as the directors
may determine from the date of forfeiture and all expenses until payment but
the directors may waive payment wholly or in part or enforce payment without
any allowance for the value of the shares at the time of forfeiture or for any
consideration received on their disposal.


13.11      A declaration under oath by a director or the secretary that
a share has been forfeited on a specified date shall be conclusive evidence of
the facts stated in it as against all persons claiming to be entitled to the
share and the declaration shall (subject to the execution of an instrument of
transfer if necessary) constitute a good title to the share and the person to
whom the share is disposed of shall not be bound to see to the application of
the consideration, if any, nor shall his title to the share be affected by any
irregularity in or invalidity of the proceedings in reference to the
forfeiture or disposal of the share.


                      14      Untraced
shareholders


14.1      The Company may sell the share of a member or of a person
entitled by transmission at the best price reasonably obtainable at the time
of sale, if:


(a)      during a period of not less than 12 years before the date of
publication of the advertisements referred to in paragraph (c) of this article
14.1 (or, if published on two different dates, the first date) (the relevant
period) at least three cash dividends have become payable in respect of the
share;


(b)      throughout the relevant period no cheque payable on the share
has been presented by the holder of, or the person entitled by transmission
to, the share to the paying bank of the relevant cheque, no payment made by
the Company by any other means permitted by article 37 has been claimed or
accepted and, so far as any


director of the Company at the end of the relevant period is then aware, the
Company has not at any time during the relevant period received any
communication from the holder of, or person entitled by transmission to, the
share; (c)      on expiry of the relevant period the Company has given
notice of its intention to sell the share by advertisement in a United Kingdom
national newspaper, in a daily newspaper circulating widely in Guernsey and in
a newspaper circulating in the area of the address of the holder of, or person
entitled by transmission to, the share shown in the register of members; and


(d)      the Company has not, so far as the Board is aware, during a
further period of three months after the date of the advertisements referred
to in paragraph (c) of this article


14.1 (or the later advertisement if the advertisements are published on
different dates) and before the exercise of the power of sale received a
communication from the holder of, or person entitled by transmission to, the
share. 14.2      Where a power of sale is exercisable over a share
pursuant to article 14.1 (a Sale Share), the Company may at the same time also
sell any additional share issued in right of such Sale Share or in right of
such an additional share previously so issued provided that the requirements
of articles 14.1(b) and 14.1(d) (as if the words "throughout the relevant
period" were omitted from article 14.1(b) and the words "on expiry of the
relevant period" were omitted from article 14.1(c) shall have been satisfied
in relation to the additional share.


14.3      To give effect to a sale pursuant to articles 14.1 or 14.2,
the Board may authorise a person to transfer the share in the name and on
behalf of the holder of, or person entitled by transmission to, the share, or
to cause the transfer of such share, to the purchaser or his nominee and in
relation to an uncertificated share may require Euroclear Nederland or any
other relevant system to convert the share into certificated form. The
purchaser is not bound to see to the application of the purchase money and the
title of the transferee is not affected by an irregularity or invalidity in
the proceedings connected with the sale of the share.


                      15      Transfer of shares
and withdrawal from the Euroclear System


15.1      Subject to such restrictions of these articles as may be
applicable, the Dutch Act, the rules of the Euroclear System and the transfer
restrictions to which the shares are subject:


(a)      any member may transfer all or any of its shares by means of
the Euroclear System in such manner provided, for and subject as provided, in
any regulations issued for this purpose under the Law or such as may otherwise
from time to time be adopted by the Board on behalf of the Company and the
rules of the Euroclear System;


(b)      any member may transfer all or any of his certificated shares
by an instrument of transfer in any usual form or in any other form which the
Board may approve signed by or on behalf of the transferor and unless the
certificated share is fully paid by or on behalf of the transferee; and


(c)      an instrument of transfer of a certificated share shall be
signed by or on behalf of the transferor and unless the certificated share is
fully paid by or on behalf of the transferee an instrument of transfer of a
certificated share need not be under seal.


15.2      Every instrument of transfer of a certificated share shall be
left at the office or such other place as the Board may prescribe with the
certificate of every certificated share to be transferred and such other
evidence as the Board may reasonably require to prove the title of the
transferor or his right to transfer the certificated shares and the transfer
and certificate (if any) shall remain in the custody of the Board but shall be
at all reasonable times produced at the request and expense of the transferor
or transferee or their respective representatives. A new certificate shall be
delivered free of charge to the transferee after the transfer is completed and
registered on its application and when necessary a balance certificate shall
be delivered if required by them in writing.


15.3      If a member withdraws its shares from the Euroclear System it
shall be entered on the register as the holder of those shares in registered
form. The Company shall issue a share certificate in respect of such shares in
accordance with article 1211.


15.4      The Board may, in its absolute discretion and without giving a
reason, refuse to register a transfer of any share in certificated form which
is not fully paid or on which the Company has a lien provided in the case of a
listed share that this would not prevent dealings in the share from taking
place on an open and proper basis on Euronext Amsterdam. In addition, the
directors may refuse to register a transfer of shares held in certificated
form outside the Euroclear System unless:


(d)      it is in respect of only one class of shares;


(e)      it is in favour of a single transferee or not more than 4 joint
transferees; and


(f)      it is delivered for registration to the office or such other
place as the Board may decide, accompanied by the certificate for the shares
to which it relates and such other evidence as the Board may reasonably
require to prove title of the transferor and the due execution by him of the
transfer or, if the transfer is executed by some other person on his behalf,
the authority of that person to do so.


15.5      No fee shall be charged for the registration of any instrument
of transfer or, subject as otherwise provided in these articles, any other
document relating to or affecting the title to any share.


15.6      If the directors refuse to register an allotment or transfer
of shares they shall within two months after the date on which the transfer
was lodged with the Company send notice of the refusal to the transferee.


15.7      If the directors, in their sole discretion, determine that
shares or Warrants of the Company held in certificated form outside the
Euroclear System are held in contravention of the transfer restrictions to
which they are subject the holder shall notify the Company, and the holder
shall repay to the Company any amounts distributed to such holder by the
Company during the period of such contravention, and transfer such shares or
Warrants to a person designated by the directors and the directors are
authorised to transfer such shares or


Warrants on behalf of that holder in such manner as the directors shall
determine. Pending such transfer, no further payments shall be made by the
Company in respect of such shares or Warrants held by such person, and, in the
case of shares, such shares shall be deemed not to be in issue for the
purposes of any vote, consent or direction of the members and shall not be
taken into account for the purposes of calculating any quorum or majority
requirements relating thereto, and such member shall not be entitled to
exercise any voting, consent or direction rights in respect of such shares. If
the directors, in their sole discretion, determine that a proposed transferee
of shares or Warrants of the Company would be holding any share or Warrant the
subject of the proposed transfer in contravention of the transfer restrictions
to which such shares or Warrants is subject, as described above, the directors
shall refuse to register the transfer of such shares or Warrants. The Company
shall not be liable to any person having an interest in the shares or Warrants
of the Company transferred as a result of any such transfer or the exercise of
such discretion. 15.8      If the directors1, in their sole discretion,
determine that any beneficial interests in the form of the book-entry
interests in shares or Warrants of the Company held within the Euroclear
System are held by its beneficial holder in contravention of the transfer
restrictions to which they are subject the beneficial holder shall notify the
Company2, repay to the Company any amounts distributed to such beneficial
holder by the Company during the period of such contravention, and transfer
such book-entry interests in such shares or Warrants to a person designated by
the directors and, in case of a failure to do so, such beneficial holder will
be subject to a penalty in the discretion of the directors for each day such
beneficial holder continues to hold such a book-entry interest. During the
period of such contravention, the Company shall reserve the right to disregard
interests in such shares or Warrants for the purposes of calculating any
quorum or majority requirements relating to the shares represented thereby and
to disregard any vote, consent or direction exercised or made by the relevant
holder. The Company shall not be liable to any person having an interest in
the shares or Warrants of the Company transferred as a result of any such
transfer or the exercise of such discretion. If, in accordance with the terms
of these articles, the directors declare a dividend or other distribution on
shares in issue, the foregoing provisions of this article 15.8 shall not
affect the entitlement to such dividend or distribution of Euroclear Nederland
in respect of any shares it holds.


15.9      Subject to the provisions of the Law and, where applicable,
the rules of the Euroclear System and/or any other competent regulatory
authority or otherwise under applicable law, the Company or any agent on its
behalf may make enquiries of any holder of shares or Warrants of the Company
at any time in order to determine if such holder is holding such shares or
Warrants or if any beneficial interest in the form of book-entry interests
therein is being held in contravention of the transfer restrictions to which
they are subject.


15.10      Withdrawal of Ordinary Shares and Warrants from the Euroclear
System is only permitted in the circumstances in which the Dutch Act allows
for (temporary) withdrawal. Fractions of securities cannot be withdrawn
pursuant to the Dutch Act.

 (1) As above
(2) As above
                      16      Transmission of
shares


16.1      If a member dies, the survivor or survivors where he was a
joint holder, and his personal representatives where he was a sole holder or
the only survivor of joint holders, shall be the only persons recognised by
the Company as having any title to his interest; but nothing contained in
these articles shall release the estate of a deceased member from any
liability in respect of any share which had been jointly held by him.


16.2      A person becoming entitled to a share in consequence of the
death, bankruptcy or incapacity of a member may, upon such evidence being
produced as the directors may properly require, elect either to become the
holder of the share or to make such transfer thereof as the deceased, bankrupt
or incapacitated member could have made. If he elects to become the holder he
shall give notice to the Company to that effect. If he elects to transfer the
share he shall execute an instrument of transfer of the share to the
transferee. All of the articles relating to the transfer of shares shall apply
to the notice or instrument of transfer as if it were an instrument of
transfer executed by the member and the death, bankruptcy or incapacity of the
member had not occurred.


16.3      A person becoming entitled to a share in consequence of the
death, bankruptcy or incapacity of a member shall have the rights to which he
would be entitled if he were the holder of the share except that he shall not
before being registered as the holder of the share be entitled in respect of
it to attend or vote at any meeting of the Company or at any separate meeting
of the holders of any class of shares in the Company.


                      17      Alteration of share
capital


17.1      The Company may by ordinary resolution:


(a)      consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares;


(b)      sub-divide its shares, or any of them, into shares of smaller
amount than is fixed by the memorandum or these articles, so, however, that in
the sub-division the proportion between the amount paid and the amount, if
any, unpaid on each reduced share shall be the same as it was in the case of
the share from which the reduced share is derived;


(c)      cancel any shares which at the date of the passing of the
resolution have not been taken up or agreed to be taken up by any person and
diminish the amount of its share capital by the amount of the shares so
cancelled;


(d)      convert all or any of its shares, the nominal amount of which
is expressed in a particular currency or former currency, into shares of a
nominal amount of a different currency, the conversion being effected at the
rate of exchange (calculated to not less than three significant figures)
current on the date of the resolution or on such other dates as may be
specified therein;


(e)      where its share capital is expressed in a particular currency
or former currency, denominate or redenominate it, either by expressing its
amount in units or subdivisions of that currency or former currency, or
otherwise.


17.2      Whenever as a result of a consolidation of shares any members
would become entitled to fractions of a share, the directors may, in their
absolute discretion, on behalf of those members, sell the shares representing
the fractions for the best price reasonably obtainable to any person
(including, subject to the provisions of the Law, the Company) and distribute
the net proceeds of sale in due proportion among those members. The directors
may authorise some person to execute an instrument of transfer of the shares
to or in accordance with the directions of the purchaser. The transferee shall
not be bound to see to the application of the purchase money nor shall his
title to the shares be affected by any irregularity in or invalidity of the
proceedings in reference to the sale.


                      18      General meetings


18.1      All general meetings other than annual general meetings shall
be called extraordinary general meetings. All general meetings may be held at
any place in Guernsey or elsewhere.


18.2      The Board may call general meetings and on the requisition of
members pursuant to the provisions of the Law shall forthwith proceed to
convene a general meeting within 21 days after the receipt of the requisition
in accordance with the Law to be held on a date not more than 28 days after
the date of the notice convening the meeting. If there are not sufficient
directors to call a general meeting, any director or any member of the Company
may call such a meeting.


                      19      Notice of general
meetings


19.1      Any general meeting (including the Business Combination GM)
shall be called by at least twenty-one days' notice. A general meeting may be
deemed to have been duly called by shorter notice if it is so agreed by all
the members entitled to attend and votethereat.


19.2      Subject to the provisions of these articles and to any
restrictions imposed on any shares the notice shall be given to all the
members, to all persons entitled to a share in consequence of the death
bankruptcy or incapacity of a member where the Company has been notified of
his entitlement and to every director.


The notice of meeting (or circular for Business Combination GM) may also
specify a time (which shall be 6p.m. on the day prior to the day fixed for the
meeting not taking into account non- working days) by which a person must be
entered on the register of members in order to have the right to attend or
vote at the meeting or appoint a proxy to do so. Changes to entries on the
register of members after the time so specified in 19.3the notice shall be
disregarded in determining the rights of any person to so attend or vote.
19.3      The directors may determine that those persons who are entered
on the register of members at the close of business on a day determined by the
directors (which may not be more than 21 days before the date on which the
notices of meeting were sent) shall be the persons who are entitled to receive
notice.


19.4      The accidental omission to give notice of a meeting to, or the
non-receipt of notice of a meeting by, any person entitled to receive notice
shall not invalidate the proceedings at the meeting.


                      20      Proceedings at
general meetings


20.1      No business, other than the appointment of a chairman, may be
transacted at any meeting unless the requisite quorum is present, being two
persons present holding or representing by proxy between them at least 5% of
the total voting rights of the shares (or class of shares).


20.2      If such a quorum is not present within half an hour from the
time appointed for the meeting, or if during a meeting such a quorum ceases to
be present, the meeting, if convened by or upon the requisition of members,
shall be dissolved. If otherwise convened, it shall stand adjourned to the
same day in the next week at the same time and place or such other day, time
and place as the chairman may determine. If at such an adjourned meeting a
quorum is not present within five minutes from the time appointed for the
holding of the meeting, those members present in person or by proxy shall be a
quorum.


20.3      At any general meeting, the chairman of the Board shall
preside as chairman of the meeting or, if no chairman has been elected or if
the chairman is not present at the general meeting, the general meeting shall
be presided over by the vice-chair of the Board. If no vice-chair has been
elected or if the vice-chair is not present at the meeting, the general
meeting shall be presided over by an executive director. If an executive
director is not present at the meeting, the general meeting shall be presided
over another director present at the meeting. If no director is present at the
meeting, the meeting shall be presided over by any other person appointed by
the general meeting.


20.4      The chairman may, with the consent of a meeting at which a
quorum is present (and shall, if so directed by the meeting), adjourn the
meeting from time to time and from place to place, but no business shall be
transacted at an adjourned meeting other than business which might properly
have been transacted at the meeting had the adjournment not taken place. When
a meeting is adjourned for seven days or more, at least seven days' notice
shall be given specifying the day, time and place of the adjourned meeting and
the general nature of the business to be transacted. Otherwise it shall not be
necessary to give any such notice.


20.5      A resolution put to the vote of a meeting shall be decided on
a show of hands unless before or on the declaration of the result of the show
of hands a poll is duly demanded. Subject to the provisions of the Law, a poll
may be demanded:


(a)      by the chairman; or


(b)      by at least two members having the right to vote on the
resolution; or


(c)      by a member or members representing not less than one tenth of
the total voting rights of all the members having the right to vote on the
resolution;


and a demand by a person as proxy for a member shall be the same as a demand
by the member. 20.6      Unless a poll is duly demanded (and not
subsequently withdrawn) a declaration by the chairman that a resolution has or
has not been passed or has been passed with a particular majority or an entry
to that effect in the minutes of the meeting shall be conclusive evidence


of the fact without proof of the number or proportion of the votes recorded in
favour of or against the resolution. 20.7      The demand for a poll may
be withdrawn before the poll is taken but only with the consent of the
chairman; a demand so withdrawn shall not be taken to have invalidated the
result of a show of hands declared before the demand was made.


20.8      A poll shall be taken as the chairman directs and he may
appoint scrutineers (who need not be members) and fix a day, time and place
for declaring the result of the poll. The result of the poll shall be deemed
to be the resolution of the meeting at which the poll was demanded.


20.9      In the case of an equality of votes, whether on a show of
hands or on a poll, the chairman of the Board shall be entitled to a casting
vote in addition to any other vote he mayhave.


20.10      A poll demanded on the election of a chairman or on a
question of adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken either forthwith or at such day, time and place as the
chairman directs not being more than 30 days after the poll is demanded. The
demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll was
demanded. If a poll is demanded before the declaration of the result of a show
of hands and the demand is duly withdrawn, the meeting shall continue as if
the demand had not been made.


20.11      No notice need be given of a poll not taken forthwith if the
day, time and place at which it is to be taken are announced at the meeting at
which it is demanded. In any other case at least seven days' notice shall be
given specifying the day, time and place at which the poll is to be taken.


                      21      Votes of members


21.1      Subject to any rights or restrictions attached to any shares:


(a)      on a show of hands every member present in person or by proxy
shall have one vote; and


(b)      on a poll every member who is present in person or proxy shall
be entitled to one vote in respect of each share in the Company held by them.


21.2      There shall be no requirement to make available for inspection
at any time during a meeting a list of names, addresses and shareholdings of
members.


21.3      In the case of joint holders the vote of the senior who
tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders, and seniority shall be
determined by the order in which the names of the holders stand in the
register of members in respect of the relevant share.


21.4      A member in respect of whom an order has been made by any
court having jurisdiction (whether in Guernsey or elsewhere) in matters
concerning mental disorder may vote, whether by a show of hands or by a poll,
by his receiver, curator or other person authorised in that behalf appointed
by that court, and any such receiver, curator or other person may


vote by proxy. Evidence to the satisfaction of the Board of the authority of
the person claiming to exercise the right to vote shall be deposited at the
office, or at such other place as is specified in accordance with these
articles for the deposit of instruments of proxy, before the time appointed
for holding the meeting or adjourned meeting or on the holding of the poll at
which the right to vote is to be exercised and in default the right to vote
shall not be exercisable. 21.5      Unless the Board otherwise decides,
no member shall be entitled to vote at any general meeting or at any separate
meeting of the holders of any class of shares in the Company, either in person
or by proxy, in respect of any share held by him unless all calls and other
sums presently payable by him in respect of that share have been paid.


21.6      No objection shall be raised to the entitlement of any person
to vote as he did except at the meeting or adjourned meeting or poll at which
the vote objected to is or may be tendered, and every vote not disallowed at
the meeting or poll shall be valid for all purposes. Any such objection made
in due time shall be referred to the chairman of the meeting whose decision
shall be final and conclusive.


21.7      A member may appoint another person as his proxy to exercise
all or any of his rights to attend and to speak and vote at a meeting of the
Company. A proxy need not be a member. A member may appoint more than one
proxy to attend on the same occasion, provided that each proxy is appointed to
exercise the rights attached to a different share or shares held by him. Where
two or more valid but differing appointments of proxy are delivered or
received for the same share for use at the same meeting, the one which is last
validly delivered or received (regardless of its date or the date of its
execution) shall be treated as replacing and revoking the other or others as
regards that share. If the Company is unable to determine which appointment
was last validly delivered or received, none of them shall be treated as valid
in respect of that share unless the directors otherwise determine. Delivery or
receipt of an appointment of proxy does not prevent a member attending and
voting in person at the meeting or an adjournment of the meeting or on a poll.


21.8      An instrument appointing a proxy shall be in any usual form,
or as approved by the directors including in electronic form, and shall be
executed by or on behalf of the appointor or in either case otherwise
authenticated in such manner as the directors may determine, including by
electronic means. The directors may require such evidence as they consider
necessary to determine and verify (a) the identity of the member and the
proxy; and (b) where the proxy is appointed by a person acting on behalf of
the member, the authority of that person to make the appointment.


21.9      In the case of shares registered in the name of Euroclear
Nederland or an Admitted Institution, Euroclear Nederland shall be deemed by
operation of this article to have granted a standing proxy in favour of the
Euroclear Agent to act as its representative at any or all general meetings,
subject to any restrictions or conditions imposed by Euroclear Nederland, and
to exercise or benefit from all other rights of Euroclear Nederland as a
member, until revoked by Euroclear Nederland, the Euroclear Agent being
entitled to exercise or, as applicable, benefit from, the same rights on
behalf of Euroclear Nederland as if it were itself a member, including the
power to demand or join or concur in demanding a poll. The Euroclear Agent may
itself appoint a proxy or proxies in favour of any person or persons in
respect of any share or shares the subject of Euroclear Nederland's interest
as a member,


any such proxy to be granted pursuant to an instrument in writing on the terms
specified in this article 21 and to specify the number and, if applicable,
class of shares in respect of which the proxy is granted, and any holder of
such a proxy will in turn be entitled to exercise the same rights on behalf of
Euroclear Nederland in respect of the share(s) the subject of such proxy as if
such holder were itself a member, including the power to demand or join or
concur in demanding a poll. Euroclear Nederland, or its proxy, may cast a
split vote on the shares of which it is the registered holder in connection
with any resolution submitted for approval to the holders of shares or any
other corporate action to be taken by the Company. Subject to the following
articles, the instrument appointing a proxy and any reasonable evidence
required by the directors under article 21.8 above, must be delivered so that
it is received by the Company not less than 48 hours before the time for
holding the meeting or adjourned meeting at which the person named in the form
of appointment of proxy proposes to vote. They must be delivered in either of
the following ways: (c)      in the case of an instrument in hard copy
form, it must be delivered to the office or such other place as is specified
for that purpose in the notice of meeting or in the instrument of proxy sent
by the Company in relation to the meeting (a 'proxy notification address');


(d)      in the case of an instrument of proxy sent by electronic means,
where the Company has given an electronic address (a 'proxy notification
electronic address') in the notice calling the meeting or in the instrument of
proxy, it must be received at such proxy notification electronic address;


21.10      In the case of a poll taken more than 48 hours after it is
demanded, the instrument appointing a proxy and any reasonable evidence
required by the directors under article 21.8 must be delivered as required
under article 21.9 not less than 24 hours before the time appointed for the
taking of the poll.


21.11      If the form of appointment of proxy is not delivered in time,
it is invalid.


21.12      For so long as the same is required under the Law, in
calculating the periods in this article, no account shall be taken of any part
of a day which is not a working day.


21.13      The directors may decide either generally or in a specific
case, to treat a proxy appointment as valid notwithstanding that the
appointment or any information required under article 21.8 has not been
received in accordance with the requirements of these articles. Subject to the
foregoing, if the proxy appointment and any of the information required under
article 21.8 is not received in the manner set out in article 21.9, the
appointee shall not be entitled to vote in respect of the shares in question.


21.14      A vote given or poll demanded by proxy or by the duly
authorised representative of a body corporate shall be valid notwithstanding
the previous determination of the authority of the person voting or demanding
a poll unless notice of the determination was received by the Company at the
office or at such other place as has been appointed for the deposit of
instruments of proxy before the commencement of the meeting or adjourned
meeting at which the vote is given or the poll demanded or (in the case of a
poll taken otherwise than on the same day as the meeting or adjourned meeting)
the time appointed for taking the poll.


21.15      A meeting of members may be held notwithstanding that such
members may not be in the same place if a member is, by any means, in
communication with one or more other members so that each member participating
in the communication can hear or read what is said or communicated by each of
the others, each member so participating is deemed to be present at a meeting
with the other members so participating and any such meeting shall be deemed
to be held in the place in which the chairman of the meeting is present.


                      22      Corporations acting
by representatives


Any corporation which is a member of the Company may, by resolution of its
board or other governing body, authorise such person or persons as it thinks
fit to act as its representative at any meeting of the Company or at any
meeting of any class of members of the Company, and the person so authorised
shall be entitled to exercise the same powers on behalf of the corporation
which he represents as that corporation could exercise if it were an
individual member of the Company. A corporation present at any meeting by such
representative shall be deemed for the purposes of these articles to be
present in person.
                      23      Resolutions in
writing


23.1      Anything that may be done by resolution passed at a general
meeting of the Company or at a meeting of the holders of any class of shares
in the Company may be done by resolution in writing in accordance with the
provisions of the Law. A resolution in writing may be executed in one or more
counterparts.


23.2      Subject to the Law a resolution proposed as a written
resolution may specify a date and time (whether greater or lesser than any
period for the time being specified by the Law) by which the proposed written
resolution lapses if it has not been passed by the requisite majority of
eligible members. No instrument received or signature appended thereto after
such time shall be counted.


23.3      The accidental omission to give notice of any proposed
resolution in writing to, or the non- receipt of notice of a resolution in
writing by, any person entitled to receive notice shall not invalidate any
resolution or any proposed resolution.


                      24      Number of directors


Unless otherwise determined by ordinary resolution the number of directors
shall not be subject to any maximum or minimum.
                      25      Alternate directors


25.1      Subject to article 25.625.5, any director (other than an
alternate director) may appoint any other director, or any other person, to be
an alternate director and may remove from office an alternate director so
appointed by him.


25.2      An alternate director shall be entitled to attend, be counted
towards a quorum and vote at any meeting of directors and at any meeting of
committees of directors of which his appointor is a member at which the
director appointing him is not personally present, and generally to perform
all the functions of his appointor as a director in his absence but shall


not be entitled to receive any remuneration from the Company for his services
as an alternate director. 25.3      Subject to article 25.625.5, an
alternate director shall cease to be an alternate director if his appointor
ceases to be a director.


25.4      Subject to article 25.625.5, any appointment or removal of an
alternate director shall be by notice to the Company signed by the director
making or revoking the appointment or in any other manner approved by the
directors.


25.5      Save as otherwise provided in these articles, an alternate
director shall be deemed for all purposes to be a director and shall alone be
responsible for his own acts and defaults and he shall not be deemed to be the
agent of the director appointing him.


25.6      Notwithstanding any other provision of this article 25, only
holders of the Sponsor Shares shall be entitled to vote in respect of their
Sponsor Shares in relation to any resolution to appoint a director until the
day following the Business Combination Completion Date. For the avoidance of
doubt, no Ordinary Shareholder shall be entitled to vote in respect of their
Ordinary Shares in relation to any resolution to appoint a director until such
date.


                      26      Powers of directors


26.1      Subject to the provisions of the Law, the memorandum and these
articles and to any directions given by special resolution, the business of
the Company shall be managed by the directors who may exercise all the powers
of the Company in any part of the world. No alteration of the memorandum or
articles and no such direction shall invalidate any prior act of the directors
which would have been valid if that alteration had not been made or that
direction had not been given. The powers given by this article shall not be
limited by any special power given to the directors by these articles and a
meeting of directors at which a quorum is present may exercise all the powers
exercisable by the directors. Where a director is the sole director of the
Company he shall have and may exercise all the powers and authorities in and
over the affairs of the Company as by these articles are conferred on the
directors.


26.2      Subject as hereinafter provided, the directors may exercise
all the powers of the Company to borrow or raise money (including the power to
borrow for the purpose of redeeming shares) and secure any debt or obligation
of or binding on the Company in any manner including by the issue of
debentures (perpetual or otherwise) and to secure the repayment of any money
borrowed raised or owing by mortgage charge pledge or lien upon the whole or
any part of the Company's undertaking property or assets (whether present or
future) and also by a similar mortgage charge pledge or lien to secure and
guarantee the performance of any obligation or liability undertaken by the
Company or any third party.


26.3      The directors may, by power of attorney (signed in such a
manner as the directors may determine), or otherwise, appoint any person,
either generally or in respect of any specific matter, to represent the
Company, act in its name and execute documents on itsbehalf.


                      27      Delegation of
directors' powers


The directors may delegate any of their powers to any committee consisting of
one or more directors and (if thought fit) one or more other persons. They may
also delegate to any managing director or any other director (whether holding
any other executive office or not) such of their powers as they consider
desirable to be exercised by him. Any such delegation may be made subject to
any conditions the directors may impose, and either collaterally with or to
the exclusion of their own powers and may be revoked or altered. Subject to
any such conditions, the proceedings of a committee shall be governed by the
articles regulating the proceedings of directors so far as they are capable
ofapplying.
                      28      Appointment and
retirement of directors


28.1      Subject to article 28.5, the Law and these articles, the
directors shall have power at any time, and from time to time, without
sanction of the Company in general meeting, to appoint any person to be a
director, either to fill a casual vacancy or as an additional director. Any
director so appointed shall hold office only until the next following annual
general meeting and shall then be eligible for re-appointment.


28.2      Subject to article 28.5, the Law and these articles, the
Company may by ordinary resolution:


(a)      appoint any person as a director; and


(b)      remove any person from office as a director.


There shall be no requirement for the appointment or removal of two or more
directors to be considered separately. 28.3      A person must not be
appointed a director unless he has in writing consented to being a director of
the Company and declared that he is not ineligible under the Law.


28.4      A director may resign from office as a director by giving
notice in writing to that effect to the Company at its registered office,
which notice shall be effective upon such date as may be specified in the
notice, failing which upon delivery to the registered office.


28.5      Notwithstanding any other provision of this article 28, only
holders of the Sponsor Shares shall be entitled to vote in respect of their
Sponsor Shares on (i) any resolution to appoint a director and/or (ii) any
resolution to amend any provision of these articles governing the appointment
of a director until the day following the Business Completion Date. For the
avoidance of doubt, no Ordinary Shareholder shall be entitled to vote in
respect of their Ordinary Shares in relation to (x) any resolution to appoint
a director and/or (y) any resolution to amend any provision of these articles
governing the appointment of a director until such date.


                      29      Disqualification and
removal of directors


29.1      The office of a director shall be vacated if:


(a)      he ceases to be a director by virtue of any provision of or he
ceases to be eligible to be a director in accordance with the Law; or


(b)      he has his affairs declared "en désastre", becomes bankrupt or
makes any arrangement or composition with his creditors generally or otherwise
has any judgement executed on any of his assets; or


(c)      an order is made by a court having jurisdiction (whether in
Guernsey or elsewhere) in matters concerning mental disorder for his detention
or for the appointment of a receiver, curator or other person to exercise
powers with respect to his property or affairs; or


(d)      he dies; or


(e)      he resigns his office by notice to the Company; or


(f)      the Company so resolves by ordinary resolution; or


(g)      the other directors request him to resign in writing.


29.2      Notwithstanding any other provision of this article 29, only
holders of Sponsor Shares shall be entitled to vote in respect of their
Sponsor Shares in relation to (i) any resolution to remove a member of the
Board for any reason and/or (ii) any resolution to amend any provision of
these articles governing the removal of a member of the Board until the day
following the Business Combination Completion Date. For the avoidance of
doubt, no Ordinary Shareholder shall be entitled to vote in respect of their
Ordinary Shares in relation to (x) any resolution to remove a director and/or
(y) any resolution to amend any provision of these articles governing the
removal of a director until such date.


                      30      Remuneration of
directors


Unless otherwise determined by the Company by ordinary resolution, the
directors shall not be entitled to any remuneration for their service as
directors, other than the reimbursement of expenses reasonably and properly
incurred on behalf of the Company or in the furtherance of their dutiesbe
entitled to such remuneration as the directors may from time to time determine
and, unless such determination provides otherwise, the remuneration shall be
deemed to accrue from day to day.
                      31      Directors' expenses


The directors may be paid all travelling, hotel and other expenses properly
incurred by them in connection with their attendance at meetings of directors
or committees of directors or general meetings or separate meetings of the
holders of any class of shares or of debentures of the Company or otherwise in
connection with the discharge of their duties.
                      32      Directors'
appointments and interests


32.1      Subject to the provisions of the Law, the directors may
appoint one or more of their number to the office of managing director or to
any other executive office in the Company and may enter into an agreement or
arrangement with any director for his employment by the Company or for the
provision by him of any services outside the scope of the ordinary duties of a
director. Any such appointment, agreement or arrangement may be made upon such
terms as the directors determine and they may remunerate any such director for
his


services as they think fit. Any appointment of a director to an executive
office shall terminate if he ceases to be a director but without prejudice to
any claim for damages for breach of the contract of service between the
director and the Company. 32.2      Subject to and in accordance with
the Law, a director must, upon becoming aware of the fact that he is
interested in a transaction or proposed transaction with the Company, disclose
that fact to the directors.


32.3      For the purposes of the preceding article a general disclosure
given to the directors to the effect that a director has an interest (as
director, officer, employee, member or otherwise) in a party and is to be
regarded as interested in any transaction which may after the date of the
disclosure be entered into with that party shall be deemed to be sufficient
disclosure of his interest in any such transaction or arrangement.


32.4      Without limitation to the provisions of the Law, provided that
he has disclosed his interests in accordance with the preceding two articles,
a director, notwithstanding his office:


(a)      may be a party to, or otherwise interested in, any transaction
or arrangement with the Company or in which the Company is otherwise
interested;


(b)      may be a director or other officer of, or employed by, or a
party to any transaction or arrangement with, or otherwise interested in, any
body corporate promoted by the Company or in which the Company is otherwise
interested;


(c)      shall not, by reason of his office, be accountable to the
Company for any benefit which he derives from any such office or employment or
from any such transaction or arrangement or from any interest in any such body
corporate and no such transaction or arrangement shall be liable to be avoided
on the ground of any such interest or benefit; and


(d)      may act by himself or his firm in a professional capacity for
the Company and he or his firm shall be entitled to remuneration for
professional services as though he were not a director of the Company.


                      33      Directors'
gratuities and pensions


The directors may provide benefits, whether by the payment of gratuities or
pensions or by insurance or otherwise, for any director who has held but no
longer holds any executive office or employment with the Company or with any
body corporate which is or has been a subsidiary of the Company or a
predecessor in business of the Company or of any such subsidiary, and for any
member of his family (including a spouse and a former spouse) or any person
who is or who was dependent on him, and may (as well before as after he ceases
to hold such office or employment) contribute to any fund and pay premiums for
the purchase or provision of any such benefit.
                      34      Proceedings of
directors


34.1      Subject to the provisions of these articles, the directors may
regulate their proceedings as they think fit. A director may, and the
secretary at the request of a director shall, call a meeting of the directors.
Questions arising at a meeting shall be decided by a majority of


votes. In the case of an equality of votes the chairman of the Board shall
have a second or casting vote. A director who is also an alternate director
shall be entitled to a separate vote for each director for whom he acts as
alternate in addition to his own vote. 34.2      The quorum for the
transaction of the business of the directors may be fixed by the directors and
unless so fixed at any other number shall be two except where a director is
the sole director of the Company, in which case the quorum shall be one. A
person who is an alternate director shall be counted in the quorum and any
director acting as an alternate director shall also be counted as one for each
of the directors for whom he acts as alternate.


34.3      Any director enabled to participate in the proceedings of a
meeting by means of a communication device (including a telephone) which
allows all of the other directors present at such meeting to hear or read what
is said or communicated by such director at all times and such director to
hear or read what is said or communicated by all other directors present at
such meeting at all times (in each case whether in person or by means of such
type of communication device) shall be deemed to be present at such meeting
and shall be counted when reckoning a quorum. A meeting of directors conducted
in accordance with this provision shall, subject to a resolution of the
directors, be deemed to be held in the place where the chairman of the meeting
is present.


34.4      The continuing directors or the only continuing director may
act notwithstanding any vacancies in their number, but, if the number of
directors is less than the number fixed as the quorum, the continuing
directors or director may act only for the purpose of filling vacancies or of
calling a general meeting.


34.5      The directors may appoint one of their number to be the
chairman of the Board and may at any time remove him from that office. Unless
he is unwilling to do so, the director so appointed shall preside at every
meeting of directors at which he is present. But if there is no director
holding that office, or if the director holding it is unwilling to preside or
is not present within five minutes after the time appointed for the meeting,
the directors present may appoint one of their number to be chairman of the
meeting.


34.6      All acts done by a meeting of directors, or of a committee of
directors, or by a person acting as a director shall, notwithstanding that it
be afterwards discovered that there was a defect in the appointment of any
director or that any of them were disqualified from holding office, or had
vacated office, or were not entitled to vote, be as valid as if every such
person had been duly appointed and was qualified and had continued to be a
director and had been entitled to vote.


34.7      A resolution in writing signed by all the directors entitled
to receive notice of a meeting of directors or of a committee of directors
shall be as valid and effectual as if it had been passed at a meeting of
directors or (as the case may be) a committee of directors duly convened and
held and may consist of several documents in the like form each signed by one
or more directors; but a resolution signed by an alternate director need not
also be signed by his appointor and, if it is signed by a director who has
appointed an alternate director, it need not be signed by the alternate
director in that capacity.


34.8      A director may vote in respect of any transaction, arrangement
or proposed transaction or arrangement in which he has an interest (including
any interest in connection with a target


company or business which may be the subject of a Business Combination) which
he has disclosed in accordance with these articles and, if he does vote, his
vote shall be counted, and he shall be counted towards a quorum at any meeting
of the directors at which any such transaction or arrangement or proposed
transaction or arrangement shall come before the directors for consideration.
For the avoidance of doubt, if the Company intends to consummate a Business
Combination with a target or business that is affiliated with a holder of
Sponsor Shares or the directors, the remaining non-affiliated directors will,
prior to convening the Business Combination GM, either: (a)      obtain
an opinion from an independent investment banking firm or another independent
valuation or appraisal firm that regularly provides renders opinions on the
type of target company or business that is subject to the Business Combination
that the Business Combination is fair to the Company from a financial point of
view; and/or


                                 (b)      procure
that persons that are not affiliated to, managed by or advised by a holder of
Sponsor Shares or any Insider (or any (i) affiliate, subsidiary or holding
company of a holder of Sponsor Shares or any Insider or (ii) person controlled
by a holder of Sponsor Shares or any Insider or (iii) any subsidiary or
holding company or vehicle of a holder of Sponsor Shares or any Insider)
subscribe for new shares or interests (i) in the target or business the
subject of a Business Combination at the same time and price and on the same
terms as the Company or (i) in the Company at the same time and price and on
the same terms the Company is proposing to issue such shares or interests to
the vendors of and/or persons connected to the target or business the subject
of a Business Combination.


34.9      Where proposals are under consideration concerning the
appointment of two or more directors to offices or employment with the Company
or any body corporate in which the Company is interested the proposals may be
divided and considered in relation to each director separately and (provided
he is not for another reason precluded from voting) each of the directors
concerned shall be entitled to vote and be counted in the quorum in respect of
each resolution except that concerning his own appointment.


                      35      Company Secretary


35.1      The Company may from time to time, but is not obliged to,
appoint a secretary and subject to the provisions of the Law a director or
other person may act as secretary, if one is appointed.


35.2      The functions of the Company secretary are those listed in
section 171(a) - to (e) of the Law and the Company secretary has a duty to
take reasonable steps to ensure these are carried out.


                      36      Seals


36.1      The common seal (if any) shall only be used by the authority
of the directors or of a committee of directors authorised by the directors.


36.2      Subject to the provisions of the Law the directors may
determine to have an official seal for use in any country territory or place
outside the Island of Guernsey, which shall be a


facsimile of the common seal of the Company. Any such official seal shall in
addition bear the name of every territory district or place in which it is to
be used. 36.3      The directors may determine who shall sign any
instrument to which the common seal or any official seal is affixed and, in
respect of the common seal, unless otherwise so determined such instrument
shall be signed by a director and by a secretary or by a second director. A
person affixing the common seal or any official seal to any instrument shall
certify thereon the date upon which and the place at which it is affixed.


                      37      Dividends or
Distributions


37.1      The Company may reduce its share capital by way of
distribution of amounts standing to any capital account of the Company or
otherwise as the directors may determine.


37.2      Subject to the provisions of the Law, the Company may by
ordinary resolution declare a dividend or distribution to be paid to members
according to their respective rights and interests, but no dividend or
distribution shall exceed the amount recommended by the directors.


37.3      Subject to the provisions of the Law, the directors may pay an
interim dividend or distribution if it appears to them that it is justified by
the assets of the Company.


37.4      If the share capital is divided into different classes, the
directors may pay interim dividends on shares which confer deferred or
non-preferred rights with regard to dividend as well as on shares which confer
preferential rights with regard to dividend, but no interim dividend shall be
paid on shares carrying deferred or non-preferred rights if, at the time of
payment, any preferential dividend is in arrears. The directors may also pay,
at intervals settled by them, any dividend payable at a fixed rate if it
appears to them that the assets of the Company justify the payment. Provided
the directors act in good faith, they shall not incur any liability to the
holders of shares conferring preferred rights for any loss they may suffer by
the lawful payment of an interim dividend on any shares having deferred or
non-preferred rights.


37.5      Except as otherwise provided by the rights attached to shares,
all dividends or other distributions shall be declared and paid according to
the amounts paid up on shares on which the dividend or other distribution is
paid. All dividends shall be apportioned and paid proportionately to the
amounts paid up on the shares during any portion or portions of the period in
respect of which the dividend or other distribution is paid, but, if any share
is issued on terms providing that it shall rank for dividend as from a
particular date, that share shall rank for dividend accordingly.


37.6      A general meeting declaring a dividend or distribution may,
upon the recommendation of the directors, direct that it shall be satisfied
wholly or partly by the distribution of assets and, where any difficulty
arises in regard to the distribution, the directors may settle the same and in
particular may issue fractional certificates and fix the value for
distribution of any assets and may determine that cash shall be paid to any
member upon the footing of the value so fixed in order to adjust the rights of
members and may vest any assets in trustees.


37.7      Any dividend or other moneys payable in respect of a share may
be paid by electronic transfer or cheque sent by post to the registered
address of the person entitled or, if two or more persons are the holders of
the share or are jointly entitled to it by reason of the death or bankruptcy
of the holder, to the registered address of the one of those persons who is
first named in the register of members or to such person and to such address
as the person or persons entitled may in writing direct (and in default of
which direction to that one of the persons jointly so entitled as the
directors shall in their absolute discretion determine). Every cheque shall be
made payable to the order of the person or persons entitled or to such other
person as the person or persons entitled may in writing direct and payment of
the cheque shall be a good discharge to the Company. Any joint holder or other
person jointly entitled to a share as aforesaid may give receipts for any
dividend or other moneys payable in respect of the share.


37.8      The directors may deduct from any dividend or other moneys,
payable to any member on or in respect of a share, all sums of money (if any)
presently payable by him to the Company on account of calls or otherwise in
relation to the shares of the Company.


37.9      No dividend or other moneys payable in respect of a share
shall bear interest against the Company unless otherwise provided by the
rights attached to the share.


37.10      Any dividend or distribution which has remained unclaimed for
ten years from the date when it became due for payment shall, if the directors
so resolve, be forfeited and cease to remain owing by the Company.


37.11      For all dividends and other distributions in respect of
Ordinary Shares included in the Euroclear System, the Company will be
discharged from all obligations towards the relevant Ordinary Shareholders by
placing those dividends or other distributions at the disposal of, or in
accordance with the regulations of, Euroclear Nederland.


                      38      Capitalisation of
profits


38.1      The directors may with the authority of an ordinary resolution
of the Company:


(a)      subject as hereinafter provided, resolve to capitalise any
undistributed assets of the Company not required for paying any preferential
dividend;


(b)      appropriate the sum resolved to be capitalised to the members
in proportion to the amounts of the shares (whether or not fully paid) held by
them respectively which would entitle them to participate in a distribution of
that sum if the shares were fully paid and the sum were distributable and
apply such sum on their behalf either in or towards paying up the amounts (if
any) for the time being unpaid on any shares held by them respectively, or in
paying up in full unissued shares or debentures of the Company in an amount
equal to that sum, and allot the shares or debentures credited as fully paid
to those members, or as they may direct, in those proportions, or partly in
one way and partly in the other;


(c)      make such provision by the issue of fractional certificates or
by payment in cash or otherwise as they determine in the case of shares or
debentures becoming distributable under this article in fractions; and


(d)      authorise any person to enter on behalf of all the members
concerned into an agreement with the Company providing for the allotment to
them respectively, credited as fully paid, of any shares or debentures to
which they are entitled upon such capitalisation, any agreement made under
such authority being binding on all such members.


                      39      Accounts and audit


39.1      No member shall (as such) have any right of inspecting any
accounting records or other book or document of the Company except as
conferred by the Law and/or any prospectus of the Company, or any other
applicable Dutch law, including, the FRSA and the FSA or authorised by the
directors or by these articles.


39.2      The Company may appoint auditors to examine the accounts and
report (where one is required in accordance with the Law or the FSA) thereon
in accordance with the Law and the FSA.


                      40      Notices


40.1      Any notice to be given to or by any person pursuant to these
articles shall be in writing except that a notice calling a meeting of the
directors or a committee of directors need not be in writing.


40.2      The Company may send, deliver or serve any notice or other
document to a member either:


(a)      personally;


(b)      by sending it by post in a prepaid envelope addressed to the
member at his registered address or by leaving it at that address;


(c)      by transmitting it by facsimile to the facsimile number last
notified to the Company by the member or that member's relevant electronic
address; or


(d)      by transmitting it by electronic means (other than by
transmission by facsimile) to that member's relevant electronic address from
time to time held by the Company for that member or by means of a website in
accordance with the Law, unless, in the case of transmission by means of a
website, such member notifies the Company otherwise and unless and until the
Company receives such notice.


40.3      In the case of joint holders of a share, all notices shall be
given to the joint holder whose name stands first in the register of members
in respect of the joint holding and notice so given shall be sufficient notice
to all the joint holders.


40.4      A member present, either in person or by proxy, at any meeting
of the Company or of the holders of any class of shares in the Company shall
be deemed to have received notice of the meeting and, where requisite, of the
purposes for which it was called.


40.5      Every person who becomes entitled to a share shall be bound by
any notice in respect of that share which, before his name is entered in the
register of members, has been duly given to a person from which he derives his
title.


40.6      Service of any notice by post shall be proved by showing the
date of posting, the address thereon and the fact of prepayment. A notice sent
by post shall, unless the contrary is shown, be deemed to have been received:


(e)      in the case of a notice sent to an address in the United
Kingdom, the Channel Islands or the Isle of Man, on the second day after the
day of posting; and


(f)      in the case of a notice sent elsewhere, on the third day after
the dayof posting;


excluding in each case, for so long as the same is required under the Law, any
day which is not a working day. Any notice sent by facsimile or by electronic
means shall be deemed to be received immediately after it was transmitted,
unless the contrary is shown. 40.7      A notice may be given by the
Company to the persons entitled to a share in consequence of the death,
bankruptcy or incapacity of a member by sending or delivering it, in any
manner authorised by these articles for the giving of notice to a member,
addressed to them by name, or by the title of representatives of the deceased,
or trustee of the bankrupt or curator of the member or by any like description
at the address, if any, supplied for that purpose by the persons claiming to
be so entitled. Until such an address has been supplied, a notice may be given
in any manner in which it might have been given if the death, bankruptcy or
incapacity had not occurred. If more than one person would be entitled to
receive a notice in consequence of the death, bankruptcy or incapacity of a
member, notice given to any one of such persons shall be sufficient notice to
all such persons.


                      41      Business Combination


Approval 41.1      In the event that the Company proposes to complete a
Business Combination, it will convene a general meeting and propose the
Business Combination for consideration and approval by the members (the
Business Combination GM) even if the nature of the Business Combination would
not ordinarily require shareholder approval under the Law.


41.2      Until the consummation of the initial Business Combination,
the Company will not effect any other (legal) merger, amalgamation, share
exchange, asset and/or liability acquisition, share purchase, reorganisation
or similar business combination with a target business or entity. For the
avoidance of doubt, the Company will not effectuate the Business Combination
solely with another special purpose acquisition company or similar company
with nominal operations.


41.3      Notwithstanding any other provision of these articles, the
resolution to effect a Business Combination shall require the prior approval
by a majority of:


(a)      at least 50% + 1 of the votes cast at the Business Combination
GM by members entitled to vote and voting in person or by attorney or
represented by proxy; or


(b)      where a resolution to effect a Business Combination is to be
approved in writing, by members representing a majority of not less than 50% +
1 of the total voting rights of members entitled to vote as at the date of
circulation of the written resolution; or


(c)      in the event that the Business Combination is to be structured
as an amalgamation, not less than 75% of the votes cast at the Business
Combination GM by members entitled to vote and voting in person or by attorney
or represented by proxy; or


(d)      in the event that the Business Combination is to be structured
as an amalgamation, where a resolution to effect a Business Combination is to
be approved in writing, by members representing a majority of not less than
75% of the total voting rights of members entitled to vote as at the date of
circulation of the written resolution,


(the Required Majority). Rights in connection with amendments to the articles.
41.4      Any of the articles provisions, including those related to
pre-Business Combination activity, may be amended if approved by holders
representing at least 75% of the shares who attend and vote at a general
meeting.


                      41      42Winding up


41.1      42.1Subject to article 42.241.2, if the Company is wound up
the Company may, with the sanction of a special resolution and any other
sanction required by the Law (provided that no Ordinary Shareholder shall be
entitled to vote in respect of any such special resolution until the day
following the Business Combination Completion Date), divide the whole or any
part of the assets of the Company among the members in specie, and the
liquidator or, where there is no liquidator, the directors, may for that
purpose value any assets and determine how the division shall be carried out
as between the members or different classes of members and, with the like
sanction, may vest the whole or any part of the assets in trustees upon such
trusts for the benefit of the members as he or they may determine, but no
member shall be compelled to accept any assets upon which there is a
liability.


41.2      42.2Notwithstanding any other provision of this article 4241,
where any Ordinary Shares are held by or on behalf of the Sponsor and/or the
other Insiders, such Ordinary Shareholders will be deemed to have waived any
rights to receive any liquidation distributions in respect of their holding of
such Ordinary Shares, with any such amounts being for the benefit of the other
Ordinary Shareholders.


                      42      43Indemnity


42.1      43.1Without prejudice to any indemnity to which he may
otherwise be entitled, every person who is or was a director, alternate
director or secretary and their respective heirs and executors shall be fully
indemnified in so far as the Law allows, out of the assets and profits of the
Company from and against all actions, expenses and liabilities which they or
their respective heirs or executors may incur by reason of any contract
entered into or any act in or about the execution of their respective offices
or trusts, except such (if any) as would otherwise attach to them in
connection with any negligence, default, breach of duty or breach of trust in
relation to the Company and none of them shall be answerable for the acts,
receipts, neglects or defaults of the others of them or for joining in any
receipt for the sake of conformity or for any bankers or other person with
whom any moneys or assets of the Company may be lodged or deposited for safe
custody or for any bankers or


other persons into whose hands any money or assets of the Company may come or
for any defects of title of the Company to any property purchased or for
insufficiency or deficiency of or defect in title of the Company to any
security upon which any moneys of the Company shall be placed out or invested
or for any loss, misfortune or damage resulting from any such cause as
aforesaid or which may happen in or about the execution of their respective
offices or trusts except should the same happen by or through their own
negligence, default, breach of duty or breach of trust in relation to the
Company, provided that this article shall be deemed not to provide for, or
entitle any person to, indemnification to the extent that it would cause this
article, or any part of it, to be treated as void under the Law.
42.2      43.2Without prejudice to any other provisions of these
articles, the directors may exercise all the powers of the Company to purchase
and maintain insurance for the benefit of a person who is or was a director,
alternate director, secretary or auditor of the Company or of a company which
is or was a subsidiary undertaking of the Company or in which the Company has
or had an interest (whether direct or indirect), indemnifying him against
liability for negligence, default, breach of duty or breach of trust or other
liability which may lawfully be insured against by the Company, (including,
without prejudice to the generality of the foregoing, insurance against any
costs, charges, expenses, losses or liabilities suffered or incurred by such
persons in respect of any act or omission in the actual or purported execution
and/or discharge of their duties and/or the exercise or purported exercise of
their powers and discretions and/or otherwise in relation to or in connection
with their duties, powers or offices in relation to the Company or any such
other body).


                      43      44Inspection of
records


43.1      44.1Subject to the Law, a director shall be entitled at any
time to inspect the register of members, any register of secretaries the
minutes of proceedings at general meetings, the minutes of proceedings at
directors' meetings, the register of directors the index of members (if any),
copies of all resolutions of members passed otherwise than at general meetings
and the accounting records.


43.2      44.2Subject to the Law, a member shall be entitled to inspect
the register of members, the minutes of proceedings at general meetings, the
register of directors, any register of secretaries and the index of members
(if any) and copies of all resolutions of members passed otherwise than at
general meetings.


43.3      44.3The rights of inspection shall be exercisable during
ordinary business hours.
1. Continuation Resolution
45.1      The directors will propose a special resolution that the
Company continues its existence (a Continuation Resolution) at a general
meeting of the Company to be held no later than 11 April 2024.


45.2      If a Continuation Resolution is not passed at any annual
general meeting at which it is proposed, the directors will put forward
proposals for the reconstruction, reorganisation or winding up of the Company
to the members for their approval within six months following the date on
which the relevant Continuation Resolution is not passed.

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False APPENDIX 3 – NEW WARRANT T&CS
[To be attached separately] 119 SCHEDULE 2 WARRANT T&CS
The following terms and conditions apply to the Warrants issued by Disruptive
Capital Acquisition Company Limited
                      1      Definitions

 As used herein the following capitalised terms have the meaning set forth
below: Alternative Issuance Has the meaning ascribed to it in Section 4.5 BC
Fair Market Value Has the meaning ascribed to it in Section 4.4 Black-Scholes
Warrant Value Has the meaning ascribed to it in Section 3.4.1 Board Has the
meaning ascribed to it in Section 4.1.2 Book-Entry Interests Has the meaning
ascribed to it in section 2.2.2 Business Combination or BC A merger,
amalgamation, share exchange, asset and/or liability acquisition, share
purchase, reorganisation or similar business combination involving the Company
and another target
business or entity Cashless Exercise Consideration Has the meaning ascribed to
it in section 3.4.1 Company Disruptive Capital Acquisition Company Limited, to
be renamed Global InterConnection Group Limited Company Acquired Warrants
Means Public Warrants acquired by the Company at any time after completion of
the Offering Depositary Has the meaning ascribed to it in Section 2.1 Dutch
Securities Giro Act Wet giraal effectenverkeer Exercise Date Has the meaning
ascribed to it in Section 3.4.1 Expiration of Public Warrants Has the meaning
ascribed to it in Section 3.2 Extraordinary Dividend Has the meaning ascribed
to it in Section 4.1.2 Newly Issued Price Has the meaning ascribed to it in
Section 4.4 
 Offering The initial offering of 12,500,000 Ordinary Shares and 6,250,000
Public Warrants in the form of units at a price per Unit of £10.00 to certain
qualified investors in the Netherlands and other member states of the European
Union and other jurisdictions in which such offering was permitted, and the
subscription by the Sponsor for 312,500 Ordinary Shares and
156,250 Warrants. Ordinary Cash Dividends Has the meaning ascribed to it in
Section 4.1.2 Ordinary Share An ordinary share in the capital of the Company,
with a nominal value of £0.0001 per
share Permitted Transferee (a)   the Directors, any affiliates or family
members of any of the Directors, any members of the Sponsor, or any affiliates
of the Sponsor,
(b)   in the case of an individual, by gift to a member of the
individual’s immediate family or to a trust, the beneficiary of which is a
member of the individual’s immediate family or an affiliate of such person,
or to a charitable organisation; (c) in the case of an individual, by virtue
of distribution upon death of the individual; (d) by private sales or
transfers made in connection with the completion of a Business Combination,
including to an incentive plan of the target company in the Business
Combination, at prices no greater than the price at which the Sponsor Warrants
were originally purchased; (e) in the case of an entity, by virtue of the laws
of its jurisdiction or its organisational documents or operating agreement; or
(f) in the event of completion of a liquidation, merger, amalgamation, share
exchange, reorganisation or other similar transaction which results in all of
the Ordinary Shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property   subsequent   to  
completion   of   a
Business Combination Pre Rights Offering Fair Market Value Has the meaning
ascribed to it in Section 4.1.1 Proceedings Has the meaning ascribed to it in
Section 8.2 Prospectus The prospectus for the purposes of the Prospectus
Regulation in connection with the admission to listing and trading of all
Ordinary 
 Shares and Public Warrants on Euronext Amsterdam, including any supplement
thereto and any documents incorporated by referenced
therein Prospectus Regulation Regulation (EU) 2017/1129 (and amendments
thereto), and includes any relevant implementing measure in each Member State
to which it is applicable or which has implemented
it Public Warrants Warrants issued in the Offering including the
156,250 Warrants issued to the Sponsor in the Offering Redemption
Consideration Has the meaning ascribed to it in Section 6.1 Redemption Date
Has the meaning ascribed to it in Section 6.3 Redemption Fair Market Value of
Ordinary Shares Has the meaning ascribed to it in Section 6.1 Redemption
Notice Has the meaning ascribed to it in Section 6.3 Redemption Notice Period
Has the meaning ascribed to it in Section 6.3 Registered Holder Has the
meaning ascribed to it in Section 2.2.3 Section A section of these Warrant
T&Cs Special Distribution The distribution by the Company 2056 Index Linked
Sustainable GreenBonds issued by Atlantic SuperConnectionEnergy Limited and
guaranteed by Global InterConnection Group
SA in the amount of £5.00 per Ordinary Share Sponsor Entity Disruptive
Capital GP Limited Sponsor Warrants Purchase Agreement The sponsor warrants
purchase agreement between the Company and the Sponsor Entity Sponsor Warrants
Warrants purchased by the Sponsor Entity pursuant to the Sponsor Warrants
Purchase Agreement Trading Day A day, other than a Saturday or Sunday, on
which the banks in the Netherlands are open for business and Euronext
Amsterdam is open for
trading VWAP Volume-weighted average price Warrant Agent Van Lanschot Kempen
N.V. Warrant Agreement That certain warrant agreement dated 5 October 2021
between the Company and the Warrant 
 Agent, as amended on 27 January 2023, and as further amended from time to
time Warrant Exercise Price Has the meaning ascribed to it in Section 3.1
Warrant Holder Has the meaning ascribed to it in Section 2.2.3 Warrant
Register Has the meaning ascribed to it in Section 2.2.1 Warrants A Warrant
under the Warrant Agreement Warrant T&Cs These terms and conditions
                      2      WARRANTS
2.1      Form of Warrant. Each Warrant shall be issued in registered
form only. Application has been made for the Public Warrants to be accepted
for clearance through the book-entry facilities of Euroclear Nederland (the
“Depositary”), and as such the Public Warrants will be upon issuance be
entered into the collective deposit (verzameldepot) and giro deposit
(girodepot) on the basis of the Dutch Securities Giro Act.
2.2      Registration
2.2.1      Warrant Register. The Warrant Agent shall maintain books (the
“Warrant Register”), for the registration of original issuance and the
registration of transfer of the Warrants. Upon the initial issuance of the
Warrants, the Warrant Agent shall issue and register the Warrants in the names
of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company.
2.2.2      Book-Entry Interests. Ownership of beneficial interests in a
collective deposit in respect of Warrants (the “Book-Entry Interests”)
will be shown on, and the transfers thereof will be done only through, records
maintained in book-entry form by the Depositary and intermediaries within the
meaning of the Dutch Securities Giro Act. For the purposes of these Warrant
T&Cs, references to a “Warrant” are also meant to refer to any Book-Entry
Interests in respect of a Warrant, unless the context requires otherwise.
2.2.3       Registered Holder and Warrant Holder. Prior to due
presentment for registration of transfer of any Warrant, the Company and the
Warrant Agent may deem and treat the person in whose name such Warrant is
registered in the Warrant Register (the “Registered Holder”) as the
absolute owner of such Warrant, for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary. For the purposes of these Warrant
T&Cs, references to a “Warrant Holder” or “holder of Warrants” or
similar references are meant to refer to the Registered Holder or, in respect
of Warrants entered into a collective deposit and giro deposit, to a holder of
Book-Entry Interests.
2.2.4       Warrants held by the Company. The Company may:
a.      issue Warrants and be registered as the holder in respect of
such Warrants provided that no rights attached to such Warrants pursuant to
these Warrant T&Cs can be exercised by the Company except that such Warrants
may be transferred by the Company; and
b.      acquire Warrants and be registered as the holder in respect of
such Warrants and enjoy the rights attached to such Warrants pursuant to these
Warrant T&Cs on the basis that such Warrants are treated as Company Acquired
Warrants.
2.3      Fractional Warrants. The Company shall not issue fractional
Public Warrants. At any given time, only whole Warrants: (i) will trade on
Euronext Amsterdam; and (ii) may be exercisable.
2.4      Sponsor Warrants. Subject to Section 3.3, the Sponsor Warrants
shall be on terms identical to the Public Warrants, except that so long as
they are held by the Sponsor or any of its Permitted Transferees, the Sponsor
Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant
to Section 3.4.1, (ii) shall not be admitted to listing and trading on any
trading platform.
2.5      Public Warrants held by the Sponsor. Public Warrants held by
the Sponsor shall be on terms identical to the Public Warrants issued to
public investors in the Offering, except that so long as they are held by the
Sponsor or any of its Permitted Transferees, they may be exercised for cash or
on a “cashless basis,” pursuant to Section 3.4.1.
2.6      Company Acquired Warrants. Company Acquired Warrants shall be
on terms identical to those Public Warrants issued to public investors in the
Offering, except that so long as they are held by the Company, the Company
Acquired Warrants may be exercised for cash or on a “cashless basis,”
pursuant to Section 3.4.1.
                      3      Terms and Exercise of
Warrants
3.1      Warrant Exercise Price. Each whole Public Warrant shall entitle
the Registered Holder thereof, subject to the terms and conditions of these
Warrant T&Cs, to purchase from the Company one Ordinary Share, at the price of
£11.50 per Ordinary Share, subject to the adjustments provided in Section 4
(the “Warrant Exercise Price”). Each whole Sponsor Warrant shall entitle
the Registered Holder thereof, subject to the terms and conditions of these
Warrant T&Cs, to purchase from the Company one Ordinary Share, at the Warrant
Exercise Price.
3.2      Duration of Public Warrants. Public Warrants may be exercised
at any time on or prior to the earliest to occur of (such time the
“Expiration of Public Warrants”):
1. 5:40 p.m., Central European Time (CET) on the date that is five (5) years
after the date on which the Company completes its Business Combination;
2. the liquidation of the Company in accordance with the Company’s amended
and restated memorandum and articles of incorporation, as amended from time to
time; and
3. other than with respect to Public Warrants then held by the Sponsor or its
Permitted Transferees, the time specified in a Redemption Notice with respect
to a redemption pursuant to Section 6.1,
provided, however, that the exercise of a Warrant shall be subject to the
satisfaction of any applicable conditions, as set forth in Section 3.4.2, with
respect to a valid prospectus or a valid exemption from the obligation to
publish a prospectus pursuant to the Prospectus Regulation being available.
Except with respect to the right to receive the Redemption Consideration (as
defined in Section 6.1) (other than with respect to a Sponsor Warrant, a
Public Warrant then held by the Sponsor or its Permitted Transferees in
connection with a redemption pursuant to Section 6) in the event of a
redemption (as set forth in Section 6), each Warrant (other than a Sponsor
Warrant or a Public Warrant then held by the Sponsor or its Permitted
Transferees in the event of a redemption pursuant to Section 6) not exercised
on or before the Expiration of Public Warrants shall become void, and all
rights thereunder and all rights in respect thereof under these Warrant T&Cs
shall cease at the Expiration of Public Warrants.
3.3      Duration of Sponsor Warrants. Sponsor Warrants may be exercised
only during the period:


(A) commencing the date that is one (1) Trading Day after the date on which
the Company completes the Special Distribution); and (B) terminating at the
earliest to occur of:
1. 5:40 p.m., Central European Time (CET) on the date that is five (5) years
after the date on which the Company completes its Business Combination;
2. the liquidation of the Company in accordance with the Company’s amended
and restated memorandum and articles of incorporation, as amended from time to
time,
provided, however, that the exercise of a Warrant shall be subject to the
satisfaction of any applicable conditions, as set forth in Section 3.4.2, with
respect to a valid prospectus or a valid exemption from the obligation to
publish a prospectus pursuant to the Prospectus Regulation being available.
3.4      Exercise of Warrants.
3.4.1      Cash Exercise. Subject to the terms and conditions of these
Warrant T&Cs, a Warrant may be exercised by the Registered Holder thereof by
delivering to the Warrant Agent at its corporate trust department: (i) a
notice of Warrant exercise (in the form required by the Warrant Agent) or, in
the case of a Warrant represented by a Book-Entry Interest, the Warrants to be
exercised on the records of the Depositary to an account of the Warrant Agent
at the Depositary designated for such purposes in writing by the Warrant Agent
to the Depositary from time to time; and (ii) the payment in full of the
Warrant Exercise Price for each Ordinary Share as to which a Warrant is
exercised and any and all applicable taxes due in connection with the exercise
of those Warrants, the exchange of those Warrants for the Ordinary Shares and
the issuance of such Ordinary Shares, in lawful money of the United Kingdom,
in good certified check or wire payable to the Warrant Agent.
The date of exercise of the Warrants shall be the date on which the last of
the following conditions is met (the “Exercise Date”): (i) the Warrants
have been transferred by the accredited financial intermediary to the Warrant
Agent; and (ii) payment in full of the Exercise Price for each Ordinary Share
as to which the Warrants are exercised is received by the Warrant Agent.
Cashless Exercise of Sponsor Warrants and Public Warrants held by the Sponsor
or its Permitted Transferees. Sponsor Warrants and Public Warrants held by the
Sponsor or its Permitted Transferees, so long as such Sponsor Warrant or
Public Warrant is held by the Sponsor or a Permitted Transferee (as
applicable) can be exercised on a cashless basis, by surrendering the Warrants
for issuance to the Sponsor or such Permitted Transferee (as applicable) of
that number of Ordinary Shares equal to: (a)  the number of Warrants that
are exercised,


multiplied by
(b)  the Cashless Exercise Consideration (as defined below).


The “Cashless Exercise Consideration” means:
(y)   the value of a Warrant immediately prior to the consummation of the
applicable event based on the Black-Scholes Warrant Model for a Capped
American Call on Bloomberg Financial Markets (assuming a £0.80 dividend per
DCAC Ordinary Share) (the “Black- Scholes Warrant Value”),


divided by
(z)  the Warrant Exercise Price.


Cashless Exercise of Company Acquired Warrants. Company Acquired Warrants, so
long as such Warrant is held by the Company, can be exercised on a cashless
basis, by surrendering the Warrants, for issuance to a nominee so designated
by the Company, of that number of Ordinary Shares equal to the number of
Warrants that are exercised.
3.4.2      Issuance of Ordinary Shares on Exercise. As soon as
practicable after the Exercise Date, the Company shall, subject to Section
4.7, issue to the Registered Holder of such Warrants a book-entry position for
the number of Ordinary Shares to which such Registered Holder is entitled,
registered in such name or names as may be directed by such Registered Holder
in the relevant books or records for registration of book-entry positions for
Ordinary Shares of the Company, and if such Warrants shall not have been
exercised in full, a new book-entry position for Warrants giving the right to
the number of Ordinary Shares as to which such Warrants shall not have been
exercised. Notwithstanding the foregoing, the Company shall not be obligated
to issue or otherwise deliver any Ordinary Shares pursuant to the exercise of
Warrants and shall have no obligation to settle such Warrants exercise unless
a valid prospectus or a valid exemption from the obligation to publish a
prospectus pursuant to the Prospectus Regulation is available, subject to the
Company’s satisfying its obligations in accordance with these Warrant T&Cs.
3.4.3      Valid Issuance or Transfer. The Company represents and
warrants to the Warrant Agent on an ongoing basis that all Ordinary Shares
issued or transferred upon the proper exercise of a Warrant in conformity with
these Warrant T&Cs shall be validly issued, fully paid and non-assessable.
3.4.4      Date of Issuance. Each person in whose name any book-entry
position for Ordinary Shares is registered shall for all purposes be deemed to
have become the holder of record of such Ordinary Shares on the date on which
the Warrant, or book-entry position representing such Warrant, was surrendered
and, in the case of a cash exercise, payment of the Warrant Exercise Price was
made, except that, if the date of such surrender and, in the case of a cash
exercise, payment is a date when the relevant books or records for
registration of book-entry positions for Ordinary Shares of the Company and
the book-entry system of the Warrant Agent are closed, such person shall be
deemed to have become the holder of such book- entry position for Ordinary
Shares at the close of business on the next succeeding date on which the those
books or records, or book-entry system are open.
3.4.5      No exercise. No Warrants will be exercisable (for cash or on
a cashless basis) unless the issuance of the Ordinary Shares upon such
exercise is permitted in the jurisdiction of the exercising holders of those
Warrants and the Company will not be obligated to issue any Ordinary Shares to
such holders seeking to exercise their Warrants unless such exercise and
delivery of Ordinary Shares is permitted in the jurisdiction of such holders.
3.5      Settlement.
3.5.6      Cash exercise. The settlement of Ordinary Shares as a result
of any cash exercise of Warrants pursuant to this Section 3 shall take place
on a ‘delivery-versus-payment’ basis upon the relevant Warrant being
surrendered to the Warrant Agent and payment of the Warrant Exercise Price
being made by the Registered Holder to the Warrant Agent. The Warrant Agent
shall pay any proceeds which it receives from a Registered Holder in
exercising Warrants to the Company, provided that such payment may not
necessarily take place on the day on which the Warrant Agent receives the
proceeds and in any event shall be made as soon as practicable.
3.5.7      Cashless exercise. The settlement of Ordinary Shares as a
result of any cashless exercise of Warrants pursuant to this Section 3 shall
take place upon the relevant Warrant being surrendered to the Warrant Agent.
                      4      Adjustments
4.1      Share Capitalisations.
4.1.1      Sub-Divisions. If after the date hereof, and subject to
Section 4.6, the number of issued and outstanding Ordinary Shares is increased
by a capitalisation or share bonus issue of Ordinary Shares, or by a
sub-division of Ordinary Shares or other similar event, then, on the effective
date of such share capitalisation, sub-division or similar event, the number
of Ordinary Shares issuable on exercise of a Warrant shall be increased in
proportion to such increase in the issued and outstanding Ordinary Shares. A
rights offering to holders of Ordinary Shares entitling holders to purchase
Ordinary Shares at a price less than the “Pre Rights Offering Fair Market
Value” (as defined below) shall be deemed a share dividend of a number of
Ordinary Shares equal to the product of (i) the number of Ordinary Shares
actually sold in such rights offering (or issuable under any other equity
securities sold in such rights offering that are convertible into or
exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the
quotient of (x) the price per Ordinary Share paid in such rights offering
divided by (y) the Pre Rights Offering Fair Market Value. For purposes of this
Section 4.1.1, (i) if the rights offering is for securities convertible into
or exercisable for Ordinary Shares, in determining the price payable for
Ordinary Shares, there shall be taken into account any consideration received
for such rights, as well as any additional amount payable upon exercise or
conversion and (ii) “Pre Rights Offering Fair Market Value” means the VWAP
of the Ordinary Shares during the ten (10) Trading Day period ending on the
Trading Day prior to the first date on which the Ordinary Shares trade on the
applicable exchange or in the applicable market, regular way, without the
right to receive such rights. No Ordinary Shares shall be issued at less than
their par value.
4.1.2      Extraordinary Dividends. If the Company, at any time while
the Warrants are outstanding and unexpired, shall pay a dividend or other
distribution in cash, securities or other assets, or any other distribution
from the Escrow Account, to the holders of Ordinary Shares on account of such
Ordinary Shares (or other shares into which the Warrants are convertible),
other than:


a.      as described in Section 4.1.1;


b.      Ordinary Cash Dividends (as defined below); or
c.      in connection with a distribution of its assets upon its
liquidation (any such non- excluded event being referred to herein as an
“Extraordinary Dividend”),


then the Warrant Exercise Price shall be decreased, effective immediately
after the effective date of such Extraordinary Dividend, by the amount of cash
and/or the fair market value (as determined by the Company’s board of
directors (the “Board”), in good faith) of any securities or other assets
paid on each Ordinary Share in respect of such Extraordinary Dividend. For
purposes of this Section 4.1.2, “Ordinary Cash Dividends” means any cash
dividend or cash distribution which, when combined on a per share basis, with
the per share amounts of all other cash dividends and cash distributions paid
on the Ordinary Shares during the 365-day period ending on the date of
declaration of such dividend or distribution (as adjusted to appropriately
reflect any of the events referred to in this Section 4 and excluding cash
dividends or cash distributions that resulted in an adjustment to the Warrant
Exercise Price or to the number of Ordinary Shares issuable on exercise of
each Warrant) to the extent it does not exceed 5%, (such 5% raising at 10% per
annum thereafter), of the issue price for new Ordinary Shares at the time of
Business Combination, raising at 10% per annum thereafter.
4.2      Aggregation of Shares. If after the date hereof, and subject to
Section 4.6, the number of issued and outstanding Ordinary Shares is decreased
by a consolidation, combination, reverse share split or reclassification of
Ordinary Shares or other similar event, then, on the effective date of such
consolidation, combination, reverse share split, reclassification or similar
event, the number of Ordinary Shares issuable on exercise of a Warrant shall
be decreased in proportion to such decrease in issued and outstanding Ordinary
Shares.
4.3      Adjustments in Warrant Exercise Price. Whenever the number of
Ordinary Shares purchasable upon the exercise of a Warrant is adjusted, as
provided in Section 4.1.1 or 4.2, the Warrant Exercise Price shall be adjusted
(to the nearest cent) by multiplying such Warrant Exercise Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the
number of Ordinary Shares purchasable upon the exercise of a Warrant
immediately prior to such adjustment, and (y) the denominator of which shall
be the number of Ordinary Shares so purchasable immediately thereafter.
4.4      Raising of the Capital in Connection with the Business
Combination. If (x) the Company issues additional Ordinary Shares or
equity-linked securities for capital raising purposes in connection with the
closing of its Business Combination at an issue price or effective issue price
of less than £9.20 per Ordinary Share (with such issue price or effective
issue price to be determined in good faith by the Board or such person or
persons granted a power of attorney by the Board and, in the case of any such
issuance to the Sponsor, the directors of the Company or its or their
affiliates, without taking into account any Ordinary Shares held by the
Sponsor, the directors of the Company or its or their affiliates, as
applicable, prior to such issuance) (the “Newly Issued Price”), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the
total equity proceeds, and interest thereon, available for the funding of the
Company’s Business Combination on the date of the completion of the
Company’s Business Combination (net of repurchase), and (z) the VWAP of the
Ordinary Shares during the ten (10) Trading Day period starting on the Trading
Day


prior to the day on which the Company consummates its Business Combination
(such price, the “BC Fair Market Value”) is below £9.20 per Ordinary
Share, the Warrant Exercise Price will be adjusted (to the nearest cent) to be
equal to 115% of the higher of the BC Fair Market Value and the Newly Issued
Price, and the £10.00 per Ordinary Share redemption trigger price described
in Section 6.1 and Section 6.2 will be adjusted (to the nearest cent) to be
equal to 180% of the higher of the BC Fair Market Value and the Newly Issued
Price.
4.5      Replacement of Securities upon Reorganisation, etc. In case of
any reclassification or reorganisation of the issued and outstanding Ordinary
Shares (other than a change under Section 4.1 or Section 4.2 or that solely
affects the par value of such Ordinary Shares), or in the case of any merger
or consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
that does not result in any reclassification or reorganisation of the issued
and outstanding Ordinary Shares), or in the case of any sale or conveyance to
another corporation or entity of the assets or other property of the Company
as an entirety or substantially as an entirety in connection with which the
Company is dissolved, the holders of the Warrants shall thereafter have the
right to purchase and receive in lieu of the Ordinary Shares of the Company
immediately theretofore purchasable and receivable upon the exercise of a
Warrant, the kind and amount of shares or stock or other securities or
property (including cash) receivable upon such reclassification,
reorganisation, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the holder of the Warrants would have received if
such holder had exercised his, her or its Warrant(s) immediately prior to such
event (the “Alternative Issuance”) and any terms and conditions of the
Warrant T&Cs shall apply mutatis mutandis to such Alternative Issuance;
provided, however, that (i) if the holders of the Ordinary Shares were
entitled to exercise a right of election as to the kind or amount of
securities, cash or other assets receivable upon such consolidation or merger,
then the kind and amount of securities, cash or other assets constituting the
Alternative Issuance for which each Warrant shall become exercisable shall be
deemed to be the weighted average of the kind and amount received per share by
the holders of the Ordinary Shares in such consolidation or merger that
affirmatively make such election, and (ii) if a tender, exchange or repurchase
offer shall have been made to and accepted by the holders of the Ordinary
Shares (other than a tender, exchange or repurchase offer made by the Company
in connection with repurchase rights held by shareholders of the Company as
provided for in the Company’s amended and restated memorandum and articles
of incorporation, as amended from time to time) under circumstances in which,
upon completion of such tender or exchange offer, the party (and any persons
acting in concert with such party within the meaning of the Dutch Financial
Supervision Act) instigating such tender or exchange offer owns more than 50%
of the issued and outstanding Ordinary Shares, the holder of a Warrant shall
be entitled to receive as the Alternative Issuance, the highest amount of
cash, securities or other property to which such holder would actually have
been entitled as a shareholder if such holder of a Warrant had exercised a
Warrant prior to the expiration of such tender or exchange offer, accepted
such offer and all of the Ordinary Shares held by such holder had been
purchased pursuant to such tender or exchange offer, subject to adjustments
(from and after the completion of such tender or exchange offer) as nearly
equivalent as possible to the adjustments provided for in this Section 4;
provided further that if less than 70% of the consideration receivable by the
holders of the Ordinary Shares in the applicable event is payable in the form
of shares in the successor entity that is listed and traded on a regulated


market or multilateral trading facility in the European Economic Area or the
United Kingdom immediately following such event, and if the Registered Holder
properly exercises the Warrant within thirty (30) days following the public
disclosure of the completion of such applicable event by the Company, the
Warrant Exercise Price shall be reduced by an amount (in pounds sterling)
equal to the difference of (i) the Warrant Exercise Price in effect prior to
such reduction minus (ii) (A) the per Ordinary Share consideration (but in no
event less than zero) minus (B) the Black-Scholes Warrant Value.
4.6      Other Events. In case any event shall occur affecting the
Company as to which none of the provisions of the preceding subsections of
this Section 4 are strictly applicable, but which would require an adjustment
to the terms of the Warrants in order to (i) avoid an adverse impact on the
Warrants and (ii) effectuate the intent and purpose of this Section 4, then,
in each such case, the Company shall appoint a firm of independent public
accountants, investment banking or other appraisal firm of recognised national
standing, which shall give its opinion as to whether or not any adjustment to
the rights represented by the Warrants is necessary to effectuate the intent
and purpose of this Section 4 and, if they determine that an adjustment is
necessary, the terms of such adjustment provided, however, that under no
circumstances shall the Warrants be adjusted pursuant to this Section 4 as a
result of any issuance of securities in connection with a Business
Combination, which includes (for avoidance of doubt) the Special Distribution.
The Company shall adjust the terms of the Warrants in a manner that is
consistent with any adjustment recommended in such opinion.
4.7      Notices of Changes in Warrant. Upon every adjustment of the
Warrant Exercise Price or the number of Ordinary Shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant
Agent, which notice shall state the Warrant Exercise Price resulting from such
adjustment and the increase or decrease, if any, in the number of Ordinary
Shares purchasable at such price upon the exercise of a Warrant, setting forth
in reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the occurrence of any event specified in Section 4,
the Company shall give written notice of the occurrence of such event to each
holder of a Warrant by way of a press release of the record date or the
effective date of the event. Failure to publish such a press release, or any
defect therein, shall not affect the legality or validity of such event.
                      5      Transfer and Exchange
of Warrants
5.1      Registration of Transfer. The Warrant Agent shall register the
transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with
signatures properly guaranteed and accompanied by appropriate instructions for
transfer.
5.2      Procedure for Surrender of Warrants. Warrants may be
surrendered to the Warrant Agent, together with a written request (in any
electronic form, such as PDF) for exchange or transfer, and thereupon the
Warrant Agent shall issue in exchange therefor one or more new Warrants as
requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that
each Book-Entry Interest may be transferred only in accordance with the
provisions of the Dutch Securities Giro Act.
5.3      Fractional Warrants. The Warrant Agent shall not be required to
effect any registration of transfer or exchange which shall result in the
issuance of a fraction of a Warrant.
5.4      Service Charges. No service charge shall be made by the Company
for any exchange or


registration of transfer of Warrants. The Warrant Agent may charge costs to
financial intermediaries, and financial intermediaries processing the
conversion may charge costs to Registered Holders directly. Such charges will
depend on the terms in effect between the Warrant Agent and the relevant
financial intermediary, and between the Registered Holder and such financial
intermediary.
                      6      Redemption
6.1      Redemption of Warrants for Ordinary Shares. Subject to the
provisions of Section 6.5, not less than all of the outstanding Public
Warrants not held by the Sponsor or its Permitted Transferees may be redeemed,
in whole and not in part, at the sole option of the Company, on a cashless
basis in exchange for Ordinary Shares, at any time on or prior to the
Expiration of Public Warrants, at the office of the Warrant Agent, upon notice
of the Registered Holders of the Warrants, as described in Section 6.3,
provided that there is a valid prospectus or a valid exemption from the
obligation to publish a prospectus pursuant to the Prospectus Regulation
covering the issuance of the Ordinary Shares issuable upon exercise of
Warrants. The number of Ordinary Shares received by the Warrant Holders shall
be determined by reference to the table set out below (the “Redemption
Consideration”), based on the Redemption Fair Market Value of Ordinary
Shares (as defined below) and the number of months that the corresponding
redemption date precedes the date that is five (5) years after the date on
which the Company completes its Business Combination, except as otherwise
provided herein. The “Redemption Fair Market Value of Ordinary Shares”
shall mean the VWAP of the Ordinary Shares for the 10 Trading Days ending on
the third Trading Day prior to the date on which the Company publishes the
notice of redemption given by the Company pursuant to Section 6.3, or such a
higher price that the Company considers fair, to be determined by the Company
at its discretion. The Company shall determine and publish the Redemption Fair
Market Value of Ordinary Shares in the notice of redemption given by the
Company pursuant to Section 6.3. Redemption Date

Redemption Fair Market Value of Ordinary Shares (period until 5 years after
completion of BC) £10.00 £11.00 £12.00 £13.00 £14.00 £15.00 £16.00
£17.00 ≥£18.00 60 months 0.261 0.281 0.297 0.311 0.324 0.337 0.348 0.358
0.361 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.361 54
months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.361 51 months 0.246
0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.361 48 months 0.241 0.263 0.283
0.301 0.317 0.332 0.344 0.356 0.361 45 months 0.235 0.258 0.279 0.298 0.315
0.330 0.343 0.356 0.361 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342
0.355 0.361 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.361 
 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.361 33 months
0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.361 30 months 0.196 0.224
0.250 0.274 0.297 0.316 0.335 0.351 0.361 27 months 0.185 0.214 0.242 0.268
0.291 0.313 0.332 0.350 0.361 24 months 0.173 0.204 0.233 0.260 0.285 0.308
0.329 0.348 0.361 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347
0.361 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.361 15
months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.361 12 months 0.111
0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.361 The share prices set out in
the column headings of the table above will be adjusted as of any date on
which the number of Ordinary Shares issuable upon exercise of a Warrant or the
Warrant Exercise Price of a Warrant is adjusted as set out in Section 4. If
the number of Ordinary Shares issuable upon exercise of a Warrant is adjusted,
the adjusted share prices in the column headings will equal the share prices
immediately prior to such adjustment, multiplied by a fraction, the numerator
of which is the number of Ordinary Shares deliverable upon exercise of a
Warrant immediately prior to such adjustment and the denominator of which is
the number of Ordinary Shares deliverable upon exercise of a Warrant as so
adjusted. The number of Ordinary Shares in the table above shall be adjusted
in the same manner and at the same time as the number of Ordinary Shares
issuable upon exercise of a Warrant. If the Warrant Exercise Price of a
Warrant is adjusted, (i) in the case of an adjustment pursuant to the issuance
of equity linked securities in a capital raising in connection with the
Business Combination as described in Section 4, the adjusted share prices in
the column headings will equal the unadjusted share price multiplied by a
fraction, the numerator of which is the higher of the Market Value and the
Newly Issued Price (each as defined below) and the denominator of which is
£10.00 and (ii) in the case of an adjustment due to the fact that the Company
has made a dividend or distribution available as described in Section 4, the
adjusted share prices in the column headings will equal the unadjusted share
price less the decrease in the Warrant Exercise Price of a Warrant pursuant to
such Warrant Exercise Price adjustment.
The exact Redemption Fair Market Value of Ordinary Shares and redemption date
may not be set out in the table above, in which case, if the Redemption Fair
Market Value of Ordinary Shares is between two values in the table or the
redemption date is between two redemption dates in the table, the number of
Ordinary Shares to be issued for each Warrant will be determined by a
straight-line interpolation between the number of shares set out for the
higher and lower fair market values and the earlier and later redemption
dates, as applicable, based on a 365- or 366-day year, as applicable.
6.2      No Redemption of Warrant for Cash. Each holder of Warrants may
also elect not to receive their entitlement to Ordinary Shares if they wish
during the Redemption Notice Period (as defined in Section 6.3). If a holder
of Warrants makes such election, such holder of Warrants shall not be entitled
to receive any consideration in respect of the redemption of such


Warrants as the Warrants are only capable of being redeemed on a cashless
basis in accordance with Section 6.1.
6.3      Date Fixed for, and Notice of, Redemption. In the event that
the Company elects to redeem the Warrants pursuant to Section 6.1, the Company
shall fix a date for the redemption at any time on or prior to the Expiration
of Public Warrants (the “Redemption Date”). Notice of redemption (a
“Redemption Notice”) shall be published by press release no less than ten


(10) Trading Days prior to the Redemption Date (the “Redemption Notice
Period”). Any Redemption Notice published in the manner herein provided
shall be conclusively presumed to have been duly given whether or not a holder
of Warrants has seen such Redemption Notice.
6.4      Exercise after Notice of Redemption. The Public Warrants may be
exercised, at any time on or prior to the Expiration of Public Warrants after
notice of redemption shall have been given by the Company pursuant to the
provisions of Section 6.3. On and after the Redemption Date, the holder of the
Warrants shall have no further rights except to receive, upon surrender of the
Warrants, the Redemption Consideration.
6.5      Exclusion of Sponsor Warrants and Public Warrants held by the
Sponsor or its Permitted Transferees. The Company agrees that it shall not be
entitled to unilaterally force the redemption of the Sponsor Warrants or the
Public Warrants held by the Sponsor or its Permitted Transferees if at the
time of the redemption such Sponsor Warrants or Public Warrants continue to be
held by the Sponsor or its Permitted Transferees and, in such event, the
Sponsor (or any of its Permitted Transferees) may elect by notice to the
Company prior to the expiration of the Redemption Notice Period to have its
Sponsor Warrants or Public Warrants redeemed concurrently with, and on the
same terms of the other Warrants so called for redemption pursuant to this
Section 6. However, once such Sponsor Warrants or Public Warrants are
transferred (other than to Permitted Transferees), the Company may redeem the
Sponsor Warrants or Public Warrants pursuant to Section 6.1, provided that the
criteria for redemption are met, including the opportunity of the holder of
such Sponsor Warrants or Public Warrants to exercise the Sponsor Warrants or
Public Warrants prior to redemption pursuant to the provisions of Section 6.4.
Sponsor Warrants that are transferred to persons other than Permitted
Transferees shall upon such transfer cease to be Sponsor Warrants and shall
become Public Warrants under these Warrant T&Cs.
6.6      Securities other than an Ordinary Share. If, at the time of
redemption, the Warrants are exercisable for a security other than an Ordinary
Share pursuant to these Warrant T&Cs (for instance, if the Company is not the
surviving company after the Business Combination), the Warrants may be
exercised for such security. References in this Section 6 to Ordinary Shares
shall include a share other than an Ordinary Share into which the Ordinary
Shares have been converted, exchanged, merged or amalgamated in the event the
Company is not the surviving company after the Business Combination. The
numbers in the Redemption Consideration table will not be adjusted when
determining the number of Ordinary Shares to be issued or delivered upon
exercise of the Warrants if the Company is not the surviving entity after the
Business Combination.
6.7      No Fractional Shares. Notwithstanding any provision contained
in these Warrant T&Cs to the contrary, the Company shall not issue fractional
shares upon the redemption of Warrants. If, by reason of the redemption
pursuant to this Section 6, the holder of any Warrants would be entitled, upon
the redemption of such Warrants, to receive a fractional interest in an
Ordinary Share, the Company shall, upon such exercise, round down to the
nearest whole number the number of Ordinary Shares to be issued to such
holder.
6.8      Reservation of Ordinary Shares. The Company shall at all times
reserve and keep available a number of its authorised but unissued Ordinary
Shares that shall be sufficient to permit the exercise in full of all
outstanding Warrants issued pursuant to these Warrant T&Cs.
                      7      No Rights as
Shareholder
A Warrant does not entitle the Registered Holder of such Warrants to any of
the rights of a shareholder of the Company, including, without limitation, the
right to receive dividends, or other distributions, exercise any pre-emptive
rights to vote or to consent or to receive notice as shareholders in respect
of the meetings of shareholders or the election of directors of the Company or
any other matter.
                      8      Applicable Law and
Jurisdiction
8.1      These Warrant T&Cs and any non-contractual obligations arising
from or in connection with it, are governed by and should be construed in
accordance with the laws of the Netherlands.
8.2      The courts of Amsterdam, the Netherlands, shall have exclusive
jurisdiction to settle any dispute which may arise out of or in connection
with these Warrant T&Cs and accordingly any legal action or proceedings
arising out of or in connection with these Warrant T&Cs (the
“Proceedings”) may be brought in such courts. The Company and the Warrant
Agent hereby irrevocably submit to the jurisdiction of such courts and waive
any objection to Proceedings in such courts whether on the ground of venue or
on the ground that the Proceedings have been brought in an inconvenient forum.
                      9      Amendments
9.1      These Warrant T&Cs may be amended by the parties hereto without
the consent of any Warrant Holder for the purpose of curing any ambiguity, or
curing, correcting or supplementing any defective provision contained herein
or adding or changing any other provisions with respect to matters or
questions arising under these Warrant T&Cs as the parties may deem necessary
or desirable and that the parties deem not to adversely affect the interest of
the Warrant Holders.
9.2      A resolution of the Board of the Company to amend the terms of
the Warrants or Sponsor Warrants which has the effect of reducing the rights
attributable to Warrant Holders, is subject to approval of the meeting of
holders of Warrants in accordance with the Company's amended and restated
articles of incorporation, as amended from time to time. APPENDIX 4 –
COMPARISON OF WARRANT T&CS TO NEW WARRANT T&CS
[To be attached separately] 120 SCHEDULE 2 WARRANT T&CS
The following terms and conditions apply to the Warrants issued by Disruptive
Capital Acquisition Company Limitedas referred to in the Prospectus
                      1      Definitions

 As used herein the following capitalised terms have the meaning set forth
below: Alternative Issuance Has the meaning ascribed to it in Section 4.5
Black-Scholes Warrant BC Fair Market Value Has the meaning ascribed to it in
Section 4.54.4 Black-Scholes Warrant Value Has the meaning ascribed to it in
Section 3.4.1 Board Has the meaning ascribed to it in Section 4.1.2.
Book-Entry Interests Has the meaning ascribed to it in section 2.2.2. Business
Combination or BC A merger, amalgamation, share exchange, asset and/or
liability acquisition, share purchase, reorganisation or similar business
combination involving the Company and
another target business or entity Business Combination DeadlineCashless
Exercise
Consideration 11 April 2024Has the meaning ascribed to it in section 3.4.1
Company Disruptive Capital Acquisition Company Limited, to be renamed Global
InterConnection Group Limited Company Acquired Warrants Means Public Warrants
acquired by the Company at any time after completion of the Offering
Depositary Has the meaning ascribed to it in Section 2.1 Dutch Securities Giro
Act Wet giraal effectenverkeer Exercise PeriodDate Has the meaning ascribed to
it in Section 3.23.4.1 Expiration Dateof Public Warrants Has the meaning
ascribed to it in Section 3.2 
 Extraordinary Dividend Has the meaning ascribed to it in Section 4.1.2 fair
market value        Has the meaning ascribed to it in Section 6.1

Historical Fair Market Value        Has the meaning ascribed to it in
Section
4.1.1

Market Value        Has the meaning ascribed to it in Section 4.4
Newly Issued Price Has the meaning ascribed to it in Section 4.4 Offering The
initial offering of up to 12,500,000 Ordinary Shares and up to 6,250,000
Public Warrants in the form of units at a price per Unit of £10.00 to certain
qualified investors in the Netherlands and other member states of the European
Union and other jurisdictions in which such offering is was permitted. The
final number of the , and the subscription by the Sponsor for 312,500 Ordinary
Shares and the Public 156,250 Warrants to be offered in the Offering will
be stipulated in the Sizing Agreement. Ordinary Cash Dividends Has the meaning
ascribed        to        it        in
subsectionSection
4.1.2 Ordinary Share An ordinary share in the capital of the Company, with a
nominal value of £0.0001 per share Permitted Transferee (a) the Directors,
any affiliates or family members of any of the Directors, any members of the
Sponsor, or any affiliates of the Sponsor, (b) in the case of an individual,
by gift to a member of the individual’s immediate family or to a trust, the
beneficiary of which is a member of the individual’s immediate family or an
affiliate of such person, or to a charitable organisation; (c) in the case of
an individual, by virtue of distribution upon death of the individual; (d) by
private sales or transfers made in connection with the completion of a
Business Combination , including to an incentive plan of the target company in
the Business Combination, at prices no greater than the price at which the
Sponsor Warrants were originally purchased; (e) in the event of a liquidation
of the Company prior   to   completion   of   a   Business
Combination; (f) in the case of an entity, by 
 virtue of the laws of its jurisdiction or its organisational documents or
operating agreement; or (gf) in the event of completion of a liquidation,
merger, amalgamation,        share        exchange,
reorganisation or other similar transaction which results in all of the
Ordinary Shareholders having the right to exchange their Ordinary Shares for
cash, securities or other property subsequent to completion of
a Business Combination Pre Rights Offering Fair Market Value Has the meaning
ascribed to it in Section 4.1.1 Proceedings Has the meaning ascribed to it in
Section 8.2 Prospectus The prospectus for the purposes of the Prospectus
Regulation in connection with the admission to listing and trading of all
Ordinary Shares and Public Warrants on Euronext Amsterdam, including any
supplement thereto and any documents
incorporated by referenced therein Prospectus Regulation Regulation (EU)
2017/1129 (and amendments thereto), and includes any relevant implementing
measure in each Member State to which it is applicable or
which has implemented it Public Warrants Warrants issued upon redemption of
the Ordinary Shares in the Offering including the 156,250 Warrants issued to
the Sponsor
in the Offering Redemption Consideration Has the meaning ascribed to it in
Section 6.1 Redemption Date Has the meaning ascribed to it in Section 6.3
Redemption Fair Market Value of Ordinary Shares Has the meaning ascribed to it
in Section 6.1 Redemption PeriodNotice Has the meaning ascribed to it in
Section 6.3 Reference ValueRedemption Notice Period Has the meaning ascribed
to it in Section 6.3 Registered Holder Has the meaning
ascribed        to        it        in
subsectionSection
2.2.3 Section A section of these Warrant T&Cs 
 Special Distribution The distribution by the Company 2056 Index Linked
Sustainable GreenBonds issued by Atlantic SuperConnectionEnergy Limited and
guaranteed by Global InterConnection Group SA in the amount of
£5.00 per Ordinary Share Sponsor Entity Disruptive Capital GP Limited Sponsor
Fair Market Value        Has the meaning ascribed to it in subsection
3.3 Sponsor Warrants Purchase Agreement The sponsor warrants purchase
agreement between the Company and the Sponsor Entity Sponsor Warrants Warrants
purchased by the Sponsor Entity pursuant to the Sponsor Warrants Purchase
Agreement Trading Day A day, other than a Saturday or Sunday , on which the
banks in the Netherlands are open for business and Euronext Amsterdam is open
for trading UnitsVWAP The form in which the Company will offer the Ordinary
Shares and the Public Warrants, each Unit consisting of one Ordinary Share and
one half of a Public WarrantVolume-weighted average price Warrant Agent Van
Lanschot Kempen N.V. Warrant Agreement That certain warrant agreement dated 5
October 2021 between the Company and the Warrant Agent, as amended on 27
January 2023, and as further amended from time to time Warrant Exercise Price
Has the meaning ascribed to it in Section 3.1 Warrant Holder Has the meaning
ascribed to it in Section 2.2.3 Warrant Price        Has the meaning
ascribed to it in Section 3.1 Warrant Register Has the meaning
ascribed        to        it        in
subsectionSection

2.2.1 Warrants A Warrant under the Warrant Agreement Warrant T&Cs These terms
and conditions
                      2      WARRANTS
2.1      Form of Warrant. Each Warrant shall be issued in registered
form only. Application has been made for the Public Warrants to be accepted
for clearance through the book-entry facilities of Euroclear Nederland (the
“Depositary”), and as such the Public Warrants will be upon issuance be
entered into the collective deposit (verzameldepot) and giro deposit
(girodepot) on the basis of the Dutch Securities Giro Act.
2.2      Registration
2.2.1      Warrant Register. The Warrant Agent shall maintain books (the
“Warrant Register”), for the registration of original issuance and the
registration of transfer of the Warrants. Upon the initial issuance of the
Warrants, the Warrant Agent shall issue and register the Warrants in the names
of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company.
2.2.2      Book-Entry Interests. Ownership of beneficial interests in a
collective deposit in respect of Warrants (the “Book-Entry Interests”)
will be shown on, and the transfers thereof will be done only through, records
maintained in book-entry form by the Depositary and intermediaries within the
meaning of the Dutch Securities Giro Act. For the purposes of these Warrant
T&Cs, references to a “Warrant” are also meant to refer to any Book-Entry
Interests in respect of a Warrant, unless the context requires otherwise.
2.2.3       Registered Holder and Warrant Holder. Prior to due
presentment for registration of transfer of any Warrant, the Company and the
Warrant Agent may deem and treat the person in whose name such Warrant is
registered in the Warrant Register (the “Registered Holder”) as the
absolute owner of such Warrant, for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary. For the purposes of these Warrant
T&Cs, references to a “Warrant Holder” or “holder of Warrants” or
similar references are meant to refer to the Registered Holder or, in respect
of Warrants entered into a collective deposit and giro deposit, to a holder of
Book-Entry Interests.
2.2.4       Warrants held by the Company. The Company may :
a.      issue Warrants and be registered as the holder in respect of
such Warrants provided that no rights attached to such Warrants pursuant to
these Warrant T&Cs can be exercised by the Company except that such Warrants
may be transferred by the Company.; and
b.      acquire Warrants and be registered as the holder in respect of
such Warrants and enjoy the rights attached to such Warrants pursuant to these
Warrant T&Cs on the basis that such Warrants are treated as Company Acquired
Warrants.
2.3      Fractional Warrants. The Company shall not issue fractional
Public Warrants. At any given time, only whole Warrants: (i) will trade on
Euronext Amsterdam; and (ii) may be exercisable.
2.4      Sponsor Warrants. The Subject to Section 3.3, the Sponsor
Warrants shall be on terms identical to the Public Warrants, except that so
long as they are held by the Sponsor or any of its Permitted Transferees , the
Sponsor Warrants: (i) may be exercised for cash or on a “cashless basis,”
pursuant to subsection 3.3.1 below; (ii) including the Ordinary Shares
issuable upon exercise of the Sponsor Warrants, may not be transferred,
assigned or sold until thirty Section 3.4.1, (30ii) days after the Business
Combination Deadline, and (iii) shall not be admitted to listing and trading
on any trading platform; provided, however, that in the case of (ii), the
Sponsor Warrants and any Ordinary Shares issued upon exercise of the Sponsor
Warrants may be transferred by the holders thereof, subject to the terms and
conditions of any lock-up provisions as set out in the Prospectus and in the
Insider Letter, to its Permitted Transferees in accordance with these Warrant
T&Cs. If the Company does not complete a Business Combination by the Business
Combination Deadline, the Sponsor Warrants will become void and all rights
thereunder and all rights in respect thereof under these Warrant T&Cs shall
cease as from that moment.
2.5      Public Warrants held by the Sponsor. The Public Warrants held
by the Sponsor shall be on terms identical to the Public Warrants issued to
public investors in the Offering, expect that so long as they held are by the
Sponsor or any of its Permitted Transferees, the Public Warrants: (i) may be
exercised for cash or on a “cashless basis,” pursuant the provisions of
the Warrant T&Cs as described in to subsection 3.3.1 hereof; and (ii)
including the Ordinary Shares issuable upon exercise of the Public Warrants,
may not be transferred, assigned or sold until thirty (30) days after the
Business Combination Deadline; provided, however, that in the case of (ii),
the Public Warrants and any Ordinary Shares issued upon exercise of the Public
Warrants except that so long as they are held by the Sponsor may be
transferred by the holders thereof, subject to the terms and conditions of any
lock-up provisions as set out in the Prospectus and in the Insider Letter, to
its Permitted Transferees in accordance with the Warrant T&Cs. If the Company
does not complete a Business Combination by the Business Combination Deadline,
the Public Warrants held by the Sponsor will become void and all rights
thereunder and all rights in respect thereof under the Warrant T&Cs shall
cease as from that moment.by the Sponsor or any of its Permitted Transferees,
they may be exercised for cash or on a “cashless basis,” pursuant to
Section 3.4.1.
2.6      Company Acquired Warrants. Company Acquired Warrants shall be
on terms identical to those Public Warrants issued to public investors in the
Offering, except that so long as they are held by the Company, the Company
Acquired Warrants may be exercised for cash or on a “cashless basis,”
pursuant to Section 3.4.1.
                      3      Terms and Exercise of
Warrants
3.1      Warrant Exercise Price. Each whole Public Warrant shall entitle
the Registered Holder thereof, subject to the terms and conditions of these
Warrant T&Cs, to purchase from the Company one Ordinary Share, at the price of
£11.50 per Ordinary Share, subject to the adjustments provided in Section 4
below(the “Warrant Exercise Price”). Each whole Sponsor Warrant shall
entitle the Registered Holder thereof, subject to the terms and conditions of
these Warrant T&Cs, to purchase from the Company one Ordinary Share, at a
price of £11.50 per Ordinary Share, subject to the adjustments provided in
Section 4 below. The term “Warrant Price” as used in these Warrant T&Cs
shall mean the price per Ordinary Share (including in cash or by payment of
Sponsor Warrants pursuant to a “cashless exercise,” to the extent
permitted hereunder) described in the prior sentence at which an Ordinary
Share may be purchased at the time a Warrant is exercised.the Warrant Exercise
Price.
3.2      Duration of Public Warrants. Public Warrants may be exercised
at any time on or prior to the earliest to occur of (such time the
“Expiration of Public Warrants”):


a.      3.2Duration of Warrants. Warrants may be exercised only during
the period (the “Exercise Period”): (A) commencing the date that is five
(5) Trading Days after the date on which the Company completes a Business
Combination; and (B) terminating at the earliest to occur of (x) 5:40 p.m.,
Central European Time (CET) on the date that is five (5) years after the date
on which the Company completes its Business Combination, (y) the liquidation
of the Company in accordance with the Company’s amended and restated
memorandum and articles of incorporation, as amended from time to time, if the
Company fails to complete a Business Combination by the Business Combination
Deadline, and (z) other than with respect to the Sponsor Warrants and Public
Warrants then held by the Sponsor or its Permitted Transferees with respect to
a redemption pursuant to Section 6.1 below (the “Expiration Date”);
provided, however, that the exercise of a Warrant shall be subject to the
satisfaction of any applicable conditions, as set forth in subsection 3.3.2
below, with respect to a valid prospectus or a valid exemption from the
obligation to publish a prospectus pursuant to the Prospectus Regulation being
available. Except with respect to the right to receive the Redemption
Consideration (as defined in Section 6.1 below) (other than with respect to a
Sponsor Warrant or a Public Warrant then held by the Sponsor or its Permitted
Transferees in connection with a redemption pursuant to Section 6.1 below) in
the event of a redemption (as set forth in Section 6 below), each Warrant
(other than a Sponsor Warrant or a Public Warrant then held by the Sponsor or
its Permitted Transferees in the event of a redemption pursuant to Section


6.1 below) not exercised on or before the Expiration Date shall become void,
and
all rights thereunder and all rights in respect thereof under these Warrant
T&Cs shall cease at 5:40 p.m. Central European Time (CET) on the Expiration
Date. ;
b.      the liquidation of the Company in accordance with the
Company’s amended and restated memorandum and articles of incorporation, as
amended from time to time; and
c.      other than with respect to Public Warrants then held by the
Sponsor or its Permitted Transferees, the time specified in a Redemption
Notice with respect to a redemption pursuant to Section 6.1,
provided, however, that the exercise of a Warrant shall be subject to the
satisfaction of any applicable conditions, as set forth in Section 3.4.2, with
respect to a valid prospectus or a valid exemption from the obligation to
publish a prospectus pursuant to the Prospectus Regulation being available.
Except with respect to the right to receive the Redemption Consideration (as
defined in Section 6.1) (other than with respect to a Sponsor Warrant, a
Public Warrant then held by the Sponsor or its Permitted Transferees in
connection with a redemption pursuant to Section 6) in the event of a
redemption (as set forth in Section 6), each Warrant (other than a Sponsor
Warrant or a Public Warrant then held by the Sponsor or its Permitted
Transferees in the event of a redemption pursuant to Section 6) not exercised
on or before the Expiration of Public Warrants shall become void, and all
rights thereunder and all rights in respect thereof under these Warrant T&Cs
shall cease at the Expiration of Public Warrants.
3.3      Duration of Sponsor Warrants. Sponsor Warrants may be exercised
only during the period:


(A) commencing the date that is one (1) Trading Day after the date on which
the Company completes the Special Distribution); and (B) terminating at the
earliest to occur of:
1. 5:40 p.m., Central European Time (CET) on the date that is five (5) years
after the date on which the Company completes its Business Combination;
2. the liquidation of the Company in accordance with the Company’s amended
and restated memorandum and articles of incorporation, as amended from time to
time,
provided, however, that the exercise of a Warrant shall be subject to the
satisfaction of any applicable conditions, as set forth in Section 3.4.2, with
respect to a valid prospectus or a valid exemption from the obligation to
publish a prospectus pursuant to the Prospectus Regulation being available.
3.4      3.3Exercise of Warrants.
3.4.1      Payment/Cashless Cash Exercise. Subject to the terms and
conditions of these Warrant T&Cs, a Warrant may be exercised by the Registered
Holder thereof by delivering to the Warrant Agent at its corporate trust
department: (i) a notice of warrant Warrant exercise (in the form required by
the Warrant Agent) or, in the case of a Warrant represented by a Book- Entry
Interest (a “Book-Entry Warrant”), the Warrants to be exercised on the
records of the Depositary to an account of the Warrant Agent at the Depositary
designated for such purposes in writing by the Warrant Agent to the Depositary
from time to time; (ii) a duly executed “Warrant Holder representation
letter” (in the form required by the Warrant Agent); and and (iiiii) the
payment in full of the Warrant Exercise Price for each Ordinary Share as to
which a Warrant is exercised and any and all applicable taxes due in
connection with the exercise of those Warrants, the exchange of those Warrants
for the Ordinary Shares and the issuance of such Ordinary Shares, in lawful
money of the United Kingdom, in good certified check or wire payable to the
Warrant Agent.
The date of exercise of the Warrants shall be the date on which the last of
the following conditions is met (the “Exercise Date”): (i) the Warrants
have been transferred by the accredited financial intermediary to the Warrant
Agent; and (ii) payment in full of the Exercise Price for each Ordinary Share
as to which the Warrants are exercised is received by the Warrant Agent.
In the case of the Cashless Exercise of Sponsor Warrants and Public Warrants
held by the held by the Sponsor or its Permitted Transferees only, an exercise
on a cashless basis in accordance with these Warrant T&C’s: . Sponsor
Warrants and Public Warrants held by the Sponsor or its Permitted Transferees,
so long as such Sponsor Warrant or Public Warrant is held by the Sponsor or a
Permitted Transferee (as applicable) can be exercised on a cashless basis, by
surrendering the Warrants for that number of Ordinary Shares equal to the
quotient obtained by dividing (x) the product of the number of Ordinary Shares
underlying the Sponsor Warrants or Public Warrants, respectively, multiplied
by the excess of the “Sponsor Fair Market Value” (as defined in this
subsection 3.3.1(b)) over the Exercise Price of the Sponsor Warrants or Public
Warrants, respectively, by (y) the average reported closing price of the
Ordinary Shares for the 10-Trading Days ending on the third Trading Day prior
to the date on which the notice of warrant exercise is sent to the Warrant
Agent (the “Sponsor Fair Market Value”).issuance to the Sponsor or such
Permitted Transferee (as applicable) of that number of Ordinary Shares equal
to:
(a)  the number of Warrants that are exercised,


multiplied by
                                 (b)  the
Cashless Exercise Consideration (as defined below). The “Cashless Exercise
Consideration” means:
(y)   the value of a Warrant immediately prior to the consummation of the
applicable event based on the Black-Scholes Warrant Model for a Capped
American Call on Bloomberg Financial Markets (assuming a £0.80 dividend per
DCAC Ordinary Share) (the “Black- Scholes Warrant Value”),
divided by
(z)  the Warrant Exercise Price.


Cashless Exercise of Company Acquired Warrants. Company Acquired Warrants, so
long as such Warrant is held by the Company, can be exercised on a cashless
basis, by surrendering the Warrants, for issuance to a nominee so designated
by the Company, of that number of Ordinary Shares equal to the number of
Warrants that are exercised.
3.4.2      3.3.1Issuance of Ordinary Shares on Exercise. As soon as
practicable after the Exercise Date, the Company shall, subject to Section 4.7
below, issue to the Registered Holder of such Warrants a book-entry position
for the number of Ordinary Shares to which he, she or it such Registered
Holder is entitled, registered in such name or names as may be directed by
him, her or it such Registered Holder in the relevant books or records for
registration of book- entry positions for Ordinary Shares of the Company, and
if such Warrants shall not have been exercised in full, a new book-entry
position for Warrants giving the right to the number of Ordinary Shares as to
which such Warrants shall not have been exercised. Notwithstanding the
foregoing, the Company shall not be obligated to issue or otherwise deliver
any Ordinary Shares pursuant to the exercise of Warrants and shall have no
obligation to settle such Warrants exercise unless a valid prospectus or a
valid exemption from the obligation to publish a prospectus pursuant to the
Prospectus Regulation is available, subject to the Company’s satisfying its
obligations in accordance with these Warrant T&Cs.
3.4.3      3.3.2Valid Issuance or Transfer. The Company represents and
warrants to the Warrant Agent on an ongoing basis that all Ordinary Shares
issued or transferred upon the proper exercise of a Warrant in conformity with
these Warrant T&Cs shall be validly issued, fully paid and non-assessable.
3.4.4      3.3.3Date of Issuance. Each person in whose name any
book-entry position for Ordinary Shares is registered shall for all purposes
be deemed to have become the holder of record of such Ordinary Shares on the
date on which the Warrant, or book-entry position representing such Warrant,
was surrendered and , in the case of a cash exercise, payment of the Warrant
Exercise Price was made, except that, if the date of such surrender and , in
the case of a cash exercise, payment is a date when the relevant books or
records for registration of book-entry positions for Ordinary Shares of the
Company and the book-entry system of the Warrant Agent are closed, such person
shall be deemed to have become the holder of such book- entry position for
Ordinary Shares at the close of business on the next succeeding date on which
the those books or records, or book-entry system are open.
3.4.5      3.3.4No exercise. No Warrants will be exercisable (for cash
or on a cashless basis) unless the issuance of the Ordinary Shares upon such
exercise is permitted in the jurisdiction of the exercising holders of those
Warrants and the Company will not be obligated to issue any Ordinary Shares to
such holders seeking to exercise their Warrants unless such exercise and
delivery of Ordinary Shares is permitted in the jurisdiction of such holders.
3.5      Settlement.
3.5.6      3.4SettlementCash exercise. The settlement of Ordinary Shares
as a result of any cash exercise of Warrants pursuant to this Clause Section 3
shall take place on a ‘delivery-versus- payment’ basis upon the relevant
Warrant being surrendered to the Warrant Agent and payment of the Warrant
Exercise Price being made by the Registered Holder to the Warrant Agent. The
Warrant Agent shall pay any proceeds which it receives from a Registered
Holder in exercising Warrants to the Company, provided that such payment may
not necessarily take place on the day on which the Warrant Agent receives the
proceeds and in any event shall be made as soon as practicable.
3.5.7      Cashless exercise. The settlement of Ordinary Shares as a
result of any cashless exercise of Warrants pursuant to this Section 3 shall
take place upon the relevant Warrant being surrendered to the Warrant Agent.
                      4      Adjustments
4.1      Share Capitalisations.
4.1.1      Sub-Divisions. If after the date hereof, and subject to
Section 4.6 below, the number of issued and outstanding Ordinary Shares is
increased by a capitalisation or share bonus issue of Ordinary Shares, or by a
sub-division of Ordinary Shares or other similar event, then, on the effective
date of such share capitalisation, sub-division or similar event, the number
of Ordinary Shares issuable on exercise of a Warrant shall be increased in
proportion to such increase in the issued and outstanding Ordinary Shares. A
rights offering to holders of Ordinary Shares entitling holders to purchase
Ordinary Shares at a price less than the “Historical Pre Rights Offering
Fair Market Value” (as defined below) shall be deemed a share dividend of a
number of Ordinary Shares equal to the product of (i) the number of Ordinary
Shares actually sold in such rights offering (or issuable under any other
equity securities sold in such rights offering that are convertible into or
exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the
quotient of (x) the price per Ordinary Share paid in such rights offering
divided by (y) the Historical Pre Rights Offering Fair Market Value. For
purposes of this subsection Section 4.1.1, (i) if the rights offering is for
securities convertible into or exercisable for Ordinary Shares, in determining
the price payable for Ordinary Shares, there shall be taken into account any
consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) “Historical Pre Rights Offering
Fair Market Value” means the volume weighted average price VWAP of the
Ordinary Shares during the ten (10) Trading Day period ending on the Trading
Day prior to the first date on which the Ordinary Shares trade on the
applicable exchange or in the applicable market, regular way, without the
right to receive such rights. No Ordinary Shares shall be issued at less than
their par value.
4.1.2      Extraordinary Dividends. If the Company, at any time while
the Warrants are outstanding and unexpired, shall pay a dividend or other
distribution in cash, securities or other assets, or any other distribution
from the Escrow Account, to the holders of Ordinary Shares on account of such
Ordinary Shares (or other shares into which the Warrants are convertible),
other than: (a) as described in subsection 4.1.1 above; (b) Ordinary Cash
Dividends (as defined below); (c) to satisfy the repurchase rights of the
holders of the Ordinary Shares in


connection with a proposed Business Combination; (d) to satisfy the repurchase
rights of the holders of the Ordinary Shares in connection with a shareholder
vote to amend the Company’s amended and restated memorandum and articles of
incorporation, as amended from time to time (i) to modify the substance or
timing of the Company’s obligation to allow repurchase in connection with
the Company’s Business Combination or to repurchase 100% of the Company’s
public shares if it does not complete its Business Combination by the Business
Combination Deadline, or (ii) with respect to any other provision relating to
shareholders’ rights or pre-Business Combination activity; or (e) in
connection with the repurchase of public shares upon the failure of the
Company to complete a Business Combination and any subsequent distribution of
its assets upon its liquidation (any such non- excluded event being referred
to herein as an “Extraordinary Dividend”), then the Warrant Price shall be
decreased, effective immediately after the effective date of such
Extraordinary Dividend, by the amount of cash and/or the fair market value (as
determined by the Company’s board of directors (the “Board”), in good
faith) of any securities or other assets paid on each Ordinary Share in
respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2,
“Ordinary Cash Dividends” means any cash dividend or cash distribution
which, when combined on a per share basis, with the per share amounts of all
other cash dividends and cash distributions paid on the Ordinary Shares during
the 365-day period ending on the date of declaration of such dividend or
distribution (as adjusted to appropriately reflect any of the events referred
to in other subsections of this Section 4 and excluding cash dividends or cash
distributions that resulted in an adjustment to the Warrant Price or to the
number of Ordinary Shares issuable on exercise of each Warrant) to the extent
it does not exceed £0.50.
a.      as described in Section 4.1.1;
b.      Ordinary Cash Dividends (as defined below); or
c.      in connection with a distribution of its assets upon its
liquidation (any such non- excluded event being referred to herein as an
“Extraordinary Dividend”),


then the Warrant Exercise Price shall be decreased, effective immediately
after the effective date of such Extraordinary Dividend, by the amount of cash
and/or the fair market value (as determined by the Company’s board of
directors (the “Board”), in good faith) of any securities or other assets
paid on each Ordinary Share in respect of such Extraordinary Dividend. For
purposes of this Section 4.1.2, “Ordinary Cash Dividends” means any cash
dividend or cash distribution which, when combined on a per share basis, with
the per share amounts of all other cash dividends and cash distributions paid
on the Ordinary Shares during the 365-day period ending on the date of
declaration of such dividend or distribution (as adjusted to appropriately
reflect any of the events referred to in this Section 4 and excluding cash
dividends or cash distributions that resulted in an adjustment to the Warrant
Exercise Price or to the number of Ordinary Shares issuable on exercise of
each Warrant) to the extent it does not exceed 5%, (such 5% raising at 10% per
annum thereafter), of the issue price for new Ordinary Shares at the time of
Business Combination, raising at 10% per annum thereafter.
4.2      Aggregation of Shares. If after the date hereof, and subject to
Section 4.6 below, the number of issued and outstanding Ordinary Shares is
decreased by a consolidation, combination, reverse share split or
reclassification of Ordinary Shares or other similar event, then, on the
effective date of such consolidation, combination, reverse share split,
reclassification or


similar event, the number of Ordinary Shares issuable on exercise of a Warrant
shall be decreased in proportion to such decrease in issued and outstanding
Ordinary Shares.
4.3      Adjustments in Warrant Exercise Price. Whenever the number of
Ordinary Shares purchasable upon the exercise of a Warrant is adjusted, as
provided in subsection Section


4.1.1 or Section 4.2 above, the Warrant Exercise Price shall be adjusted (to
the nearest cent) by multiplying such Warrant Exercise Price immediately prior
to such adjustment by a fraction (x) the numerator of which shall be the
number of Ordinary Shares purchasable upon the exercise of a Warrant
immediately prior to such adjustment, and (y) the denominator of which shall
be the number of Ordinary Shares so purchasable immediately thereafter.
4.4      Raising of the Capital in Connection with the Business
Combination. If (x) the Company issues additional Ordinary Shares or
equity-linked securities for capital raising purposes in connection with the
closing of its Business Combination at an issue price or effective issue price
of less than £9.20 per Ordinary Share (with such issue price or effective
issue price to be determined in good faith by the Board or such person or
persons granted a power of attorney by the Board and, in the case of any such
issuance to the Sponsor, the directors of the Company or its or their
affiliates, without taking into account any Ordinary Shares held by the
Sponsor, the directors of the Company or its or their affiliates, as
applicable, prior to such issuance) (the “Newly Issued Price”), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the
total equity proceeds, and interest thereon, available for the funding of the
Company’s Business Combination on the date of the completion of the
Company’s Business Combination (net of repurchase), and (z) the
volume-weighted average trading price of VWAP of the Ordinary Shares during
the twenty ten (2010) Trading Day period starting on the Trading Day prior to
the day on which the Company consummates its Business Combination (such price,
the “BC Fair Market Value”) is below £9.20 per Ordinary Share, the
Warrant Exercise Price will be adjusted (to the nearest cent) to be equal to
115% of the higher of the BC Fair Market Value and the Newly Issued Price, and
the £10.00 per Ordinary Share redemption trigger price described in Section
6.1 and Section 6.2 will be adjusted (to the nearest cent) to be equal to 180%
of the higher of the BC Fair Market Value and the Newly Issued Price.
4.5      Replacement of Securities upon Reorganisation, etc. In case of
any reclassification or reorganisation of the issued and outstanding Ordinary
Shares (other than a change under Section 4.1 or Section 4.2 below or that
solely affects the par value of such Ordinary Shares), or in the case of any
merger or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganisation
of the issued and outstanding Ordinary Shares), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the holders of the Warrants shall thereafter
have the right to purchase and receive in lieu of the Ordinary Shares of the
Company immediately theretofore purchasable and receivable upon the exercise
of a Warrant, the kind and amount of shares or stock or other securities or
property (including cash) receivable upon such reclassification,
reorganisation, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the holder of the Warrants would have received if
such holder had exercised his, her or its Warrant(s) immediately prior to such
event (the “Alternative Issuance”) and any terms and conditions of the
Warrant T&Cs shall apply mutatis mutandis to such Alternative Issuance;
provided, however, that (i) if the holders of the Ordinary Shares were
entitled to exercise a right of election as to the kind or amount of
securities, cash or other assets receivable upon such consolidation or merger,
then the kind and amount of securities, cash or other assets constituting the
Alternative Issuance for which each Warrant shall become exercisable shall be
deemed to be the weighted average of the kind and amount received per share by
the holders of the Ordinary Shares in such consolidation or merger that
affirmatively make such election, and (ii) if a tender, exchange or repurchase
offer shall have been made to and accepted by the holders of the Ordinary
Shares (other than a tender, exchange or repurchase offer made by the Company
in connection with repurchase rights held by shareholders of the Company as
provided for in the Company’s amended and restated memorandum and articles
of incorporation, as amended from time to time) under circumstances in which,
upon completion of such tender or exchange offer, the party (and any persons
acting in concert with such party within the meaning of the Dutch Financial
Supervision Act) instigating such tender or exchange offer owns more than 50%
of the issued and outstanding Ordinary Shares, the holder of a Warrant shall
be entitled to receive as the Alternative Issuance, the highest amount of
cash, securities or other property to which such holder would actually have
been entitled as a shareholder if such holder of a Warrant had exercised a
Warrant prior to the expiration of such tender or exchange offer, accepted
such offer and all of the Ordinary Shares held by such holder had been
purchased pursuant to such tender or exchange offer, subject to adjustments
(from and after the completion of such tender or exchange offer) as nearly
equivalent as possible to the adjustments provided for in this Section 4;
provided further that if less than 70% of the consideration receivable by the
holders of the Ordinary Shares in the applicable event is payable in the form
of shares in the successor entity that is listed and traded on a regulated
market or multilateral trading facility in the European Economic Area or the
United Kingdom immediately following such event, and if the Registered Holder
properly exercises the Warrant within thirty (30) days following the public
disclosure of the completion of such applicable event by the Company, the
Warrant Exercise Price shall be reduced by an amount (in pounds sterling)
equal to the difference of
(i) the Warrant Exercise Price in effect prior to such reduction minus (ii)
(A) the per Ordinary
Share consideration (but in no event less than zero) minus (B) the
Black-Scholes Warrant Value. The “Black-Scholes Warrant Value” means the
value of a Warrant immediately prior to the consummation of the applicable
event based on the Black-Scholes Warrant Model for a Capped American Call on
Bloomberg Financial Markets (assuming zero dividends).
4.6      Other Events. In case any event shall occur affecting the
Company as to which none of the provisions of the preceding subsections of
this Section 4 are strictly applicable, but which would require an adjustment
to the terms of the Warrants in order to (i) avoid an adverse impact on the
Warrants and (ii) effectuate the intent and purpose of this Section 4, then,
in each such case, the Company shall appoint a firm of independent public
accountants, investment banking or other appraisal firm of recognised national
standing, which shall give its opinion as to whether or not any adjustment to
the rights represented by the Warrants is necessary to effectuate the intent
and purpose of this Section 4 and, if they determine that an adjustment is
necessary, the terms of such adjustment provided, however, that under no
circumstances shall the Warrants be adjusted pursuant to this Section 4.8 as a
result of any issuance of securities in connection with a Business
Combination, which includes (for avoidance of doubt) the Special Distribution.
The Company shall adjust the terms of the


Warrants in a manner that is consistent with any adjustment recommended in
such opinion.
4.7      Notices of Changes in Warrant. Upon every adjustment of the
Warrant Exercise Price or the number of Ordinary Shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant
Agent, which notice shall state the Warrant Exercise Price resulting from such
adjustment and the increase or decrease, if any, in the number of Ordinary
Shares purchasable at such price upon the exercise of a Warrant, setting forth
in reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the occurrence of any event specified in Section 4,
the Company shall give written notice of the occurrence of such event to each
holder of a Warrant by way of a press release of the record date or the
effective date of the event. Failure to publish such a press release, or any
defect therein, shall not affect the legality or validity of such event.
                      5      Transfer and Exchange
of Warrants
5.1      Registration of Transfer. The Warrant Agent shall register the
transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with
signatures properly guaranteed and accompanied by appropriate instructions for
transfer.
5.2      Procedure for Surrender of Warrants. Warrants may be
surrendered to the Warrant Agent, together with a written request (in any
electronic form, such as PDF) for exchange or transfer, and thereupon the
Warrant Agent shall issue in exchange therefor one or more new Warrants as
requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that
each Book-Entry Interest may be transferred only in accordance with the
provisions of the Dutch Securities Giro Act.
5.3      Fractional Warrants. The Warrant Agent shall not be required to
effect any registration of transfer or exchange which shall result in the
issuance of a fraction of a Warrant.
5.4      Service Charges. No service charge shall be made by the Company
for any exchange or registration of transfer of Warrants. The Warrant Agent
may charge costs to financial intermediaries, and financial intermediaries
processing the conversion may charge costs to Registered Holders directly.
Such charges will depend on the terms in effect between the Warrant Agent and
the relevant financial intermediary, and between the Registered Holder and
such financial intermediary.
                      6      Redemption
6.1      Redemption of Warrants for Ordinary Shares. Subject to the
provisions of Section 6.5 below, not less than all of the outstanding Public
Warrants not held by the Sponsor or its Permitted Transferees may be redeemed,
in whole and not in part, at the sole option of the Company, at a date during
the Exercise Period which is 12 months following the completion of the
Business Combinationon a cashless basis in exchange for Ordinary Shares, at
any time on or prior to the Expiration of Public Warrants, at the office of
the Warrant Agent, upon notice of the Registered Holders of the Warrants, as
described in Section 6.3 below, provided that
(a) the Reference Value equals or exceeds £10.00 per Ordinary Share (subject
to adjustments in compliance with the provisions of in Section 4 above) and
(b) there is a valid prospectus or a valid exemption from the obligation to
publish a prospectus pursuant to the Prospectus Regulation covering the
issuance of the Ordinary Shares issuable upon exercise of Warrants. The number
of Ordinary Shares received by the Warrant Holders shall be determined by
reference to the table set out below (the “Redemption Consideration”),
based on the redemption date and the “fair market value” of the Redemption
Fair Market Value of Ordinary Shares (as described defined below) and the
number of months that the corresponding redemption date precedes the
expiration date of the Warrantsdate that is five
(5) years after the date on which the Company completes its Business
Combination, except as otherwise provided herein. The “fair market
valueRedemption Fair Market Value of Ordinary Shares” shall mean the
volume-weighted average price VWAP of the Ordinary Shares for the 10 Trading
Days ending on the third Trading Day prior to the date on which the Company
publishes the notice of redemption given by the Company pursuant to Section
6.3 below, or such a higher price that the Company considers fair, to be
determined by the Company at its discretion. The Company shall determine and
publish the fair market value Redemption Fair Market Value of Ordinary Shares
in the notice of redemption given by the Company pursuant to Section 6.3
below. Redemption Date

Redemption Fair Market Value of Ordinary Shares (period to expiration of
Warrantsunt il 5 years after completion £10.0 £11.0 £12.0 £13.0 £14.0
£15.0 £16.0 £17.0 18.00£18.0 of BC) 0 0 0 0 0 0 0 0 0 60 months
0.261 0.281 0.297 0.311 0.324 0.337 0.348 0.358 0.361 57 months 0.257 0.277
0.294 0.310 0.324 0.337 0.348 0.358 0.361 54 months 0.252 0.272 0.291 0.307
0.322 0.335 0.347 0.357 0.361 51 months 0.246 0.268 0.287 0.304 0.320 0.333
0.346 0.357 0.361 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356
0.361 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.361 42
months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.361 39 months 0.221
0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.361 36 months 0.213 0.239 0.263
0.285 0.305 0.323 0.339 0.353 0.361 33 months 0.205 0.232 0.257 0.280 0.301
0.320 0.337 0.352 0.361 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335
0.351 0.361 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.361 24
months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.361 21 months 0.161
0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.361 18 months 0.146 0.179 0.211
0.242 0.271 0.298 0.322 0.345 0.361 15 months 0.130 0.164 0.197 0.230 0.262
0.291 0.317 0.342 0.361 The share prices set out in the column headings of the
table above will be adjusted as of any date on which the number of Ordinary
Shares issuable upon exercise of a Warrant or the Warrant Exercise Price of a
Warrant is adjusted as set out under in Section 4 above. If the number of
Ordinary Shares issuable upon exercise of a Warrant is adjusted, the adjusted
share prices in the column headings will equal the share prices immediately
prior to such adjustment, multiplied by a fraction, the numerator of which is
the number of Ordinary Shares deliverable upon exercise of a Warrant
immediately prior to such adjustment and the denominator of which is the
number of Ordinary Shares deliverable upon exercise of a Warrant as so
adjusted. The number of Ordinary Shares in the table above shall be adjusted
in the same manner and at the same time as the number of Ordinary Shares
issuable upon exercise of a Warrant. If the Warrant Exercise Price of a
Warrant is adjusted, (i) in the case of an adjustment pursuant to the issuance
of equity linked securities in a capital raising in connection with the
Business Combination as described in Section 4 above, the adjusted share
prices in the column headings will equal the unadjusted share price multiplied
by a fraction, the numerator of which is the higher of the Market Value and
the Newly Issued Price (each as defined below) and the denominator of which is
£10.00 and (ii) in the case of an adjustment due to the fact that the Company
has made a dividend or distribution available as described in Section 4 above,
the adjusted share prices in the column headings will equal the unadjusted
share price less the decrease in the Warrant Exercise Price of a Warrant
pursuant to such Warrant Exercise Price adjustment.
The exact fair market value Redemption Fair Market Value of Ordinary Shares
and redemption date may not be set out in the table above, in which case, if
the fair market value Redemption Fair Market Value of Ordinary Shares is
between two values in the table or the redemption date is between two
redemption dates in the table, the number of Ordinary Shares to be issued for
each Warrant will be determined by a straight-line interpolation between the
number of shares set out for the higher and lower fair market values and the
earlier and later redemption dates, as applicable, based on a 365- or 366-day
year, as applicable.
6.2      No Redemption of Warrant for Cash. Each holder of Warrants may
also elect not to receive their entitlement to Ordinary Shares if they wish
during the 30-day Redemption Notice Period (as defined in Section 6.3). If a
holder of Warrants makes such election, such holder of Warrants shall not be
entitled to receive any consideration in respect of the redemption of such
Warrants as the Warrants are only capable of being redeemed on a cashless
basis in accordance with Section 6.1 above.
6.3      Date Fixed for, and Notice of, Redemption; . In the event that
the Company elects to redeem the Warrants pursuant to Section 6.1, the Company
shall fix a date for the redemption at any time from the date commencing
twelve (12) months following completion of the Business Combination on or
prior to the Expiration of Public Warrants (the “Redemption Date”). Notice
of redemption (a “Redemption Notice”) shall be published by press release
not no less than thirty ten (3010) days Trading Days prior to the Redemption
Date (the “30-day Redemption Notice Period”). Any notice Redemption Notice
published in the manner herein provided shall be conclusively presumed to have
been duly given whether or not a holder of Warrants seen such notice. As used
in these Warrant T&Cs, “Reference Value” shall mean the last reported
sales price of the Ordinary Shares for any twenty (20) Trading Days within the
thirty (30) Trading-Day period ending on the third Trading Day prior to the
date on which notice of the redemption is givenhas seen such Redemption
Notice.
6.4      Exercise After after Notice of Redemption. The Public Warrants
may be exercised, for cash at any time on or prior to the Expiration of Public
Warrants after notice of redemption shall have been given by the Company
pursuant to the provisions of Section 6.3 above and prior to the Redemption
Date. On and after the Redemption Date, the holder of the Warrants shall have
no further rights except to receive, upon surrender of the Warrants, the
Redemption Consideration.
6.5      Exclusion of Sponsor Warrants and Public Warrants held by the
Sponsor or its Permitted Transferees. The Company agrees that it shall not be
entitled to unilaterally force the redemption of the Sponsor Warrants or the
Public Warrants held by the Sponsor or its Permitted Transferees if at the
time of the redemption such Sponsor Warrants or Public Warrants continue to be
held by the Sponsor or its Permitted Transferees and, in such event, the
Sponsor (or any of its Permitted Transferees) may elect by notice to the
Company prior to the expiration of the 30-day Redemption Notice Period to have
its Sponsor Warrants or Public Warrants redeemed concurrently with, and on the
same terms of the other Warrants so called for redemption pursuant to this
Section 6. However, once such Sponsor Warrants or Public Warrants are
transferred (other than to Permitted Transferees in accordance with the
provisions of Section 2.6 above), the Company may redeem the Sponsor Warrants
or Public Warrants pursuant to Section 6.1 above, provided that the criteria
for redemption are met, including the opportunity of the holder of such
Sponsor Warrants or Public Warrants to exercise the Sponsor Warrants or Public
Warrants prior to redemption pursuant to the provisions of Section 6.4 above.
Sponsor Warrants that are transferred to persons other than Permitted
Transferees shall upon such transfer cease to be Sponsor Warrants and shall
become Public Warrants under these Warrant T&Cs.
6.6      Securities other than an Ordinary Share. If, at the time of
redemption, the Warrants are exercisable for a security other than an Ordinary
Share pursuant to these Warrant T&Cs (for instance, if the Company is not the
surviving company after the Business Combination), the Warrants may be
exercised for such security. References in this Section 6 to Ordinary Shares
shall include a share other than an Ordinary Share into which the Ordinary
Shares have been converted, exchanged, merged or amalgamated in the event the
Company is not the surviving company after the Business Combination. The
numbers in the Redemption Consideration table will not be adjusted when
determining the number of Ordinary Shares to be issued or delivered upon
exercise of the Warrants if the Company is not the surviving entity after the
Business Combination.
6.7      No Fractional Shares. Notwithstanding any provision contained
in these Warrant T&Cs to the contrary, the Company shall not issue fractional
shares upon the redemption of Warrants. If, by reason of the redemption
pursuant to this Section 6, the holder of any Warrants would be entitled, upon
the redemption of such Warrants, to receive a fractional interest in an
Ordinary Share, the Company shall, upon such exercise, round down to the
nearest whole number the number of Ordinary Shares to be issued to such
holder.
6.8      Reservation of Ordinary Shares. The Company shall at all times
reserve and keep available a number of its authorised but unissued Ordinary
Shares that shall be sufficient to permit the exercise in full of all
outstanding Warrants issued pursuant to these Warrant T&Cs.


                      7      No Rights as
Shareholder


A Warrant does not entitle the Registered Holder of such Warrants to any of
the rights of a shareholder of the Company, including, without limitation, the
right to receive dividends, or other distributions, exercise any pre-emptive
rights to vote or to consent or to receive notice as shareholders in respect
of the meetings of shareholders or the election of directors of the Company or
any other matter.
                      8      Applicable Law and
Jurisdiction
8.1      These Warrant T&Cs and any non-contractual obligations arising
from or in connection with it, are governed by and should be construed in
accordance with the laws of the Netherlands.Jurisdiction.
8.2      The courts of Amsterdam, the Netherlands, shall have exclusive
jurisdiction to settle any dispute which may arise out of or in connection
with these Warrant T&Cs and accordingly any legal action or proceedings
arising out of or in connection with these Warrant T&Cs (the
“Proceedings”) may be brought in such courts. The Company and the Warrant
Agent hereby irrevocably submit to the jurisdiction of such courts and waive
any objection to Proceedings in such courts whether on the ground of venue or
on the ground that the Proceedings have been brought in an inconvenient forum.
                      9      Amendments
9.1      These Warrant T&Cs may be amended by the parties hereto without
the consent of any Warrant Holder for the purpose of curing any ambiguity, or
curing, correcting or supplementing any defective provision contained herein
or adding or changing any other provisions with respect to matters or
questions arising under these Warrant T&Cs as the parties may deem necessary
or desirable and that the parties deem not to adversely affect the interest of
the Warrant Holders.
9.2      A resolution of the Board of the Company to amend the terms of
the Warrants or Sponsor Warrants which has the effect of reducing the rights
attributable to Warrant Holders, is subject to approval of the meeting of
holders of Warrants in accordance with the Company's amended and restated
articles of incorporation, as amended from time to time.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED
Registration Number: 69150
(the “Company”)

FORM OF PROXY FORM OF PROXY for the Extraordinary General Meeting (the
“EGM”) of the Company to be held at 10:00 a.m. BST on 10 May 2023 at First
Floor, 10 Lefebvre Street, St Peter Port, Guernsey GY1 2PE I/We
…………………………………………………………………………………………………..
of        …………………………………………………………………………………………………..
being a Member/Members of the Company hereby appoint the Chairman of the EGM,
or failing him, an authorised representative of Admina Fund Services Limited,
or
…        , as my/our proxy to vote for me/us on my/our behalf at the
EGM of the Company to be held on 10 May 2023 at 10:00 a.m. BST and at any
adjournment thereof.:
Any defined terms used in this Form of Proxy shall have the same meaning as
those set out in the shareholder circular of the Company dated 19 April 2023
(the "Circular").
Please indicate with an X in the spaces below how you wish your votes to be
cast. SPECIAL RESOLUTIONS FOR AGAINST WITHHELD 1. THAT:
(a)   Subject to and conditional on the passing of resolution 2, the
Articles be and are hereby replaced in their entirety by the Amended Articles
in the form appended to the Circular at Appendix 1 (the "Amended Articles");
(b)   Subject to and conditional on the passing of resolution 1(a) and 2,
it is hereby resolved that, notwithstanding the terms of the Articles, the
Amended Articles or the terms of any other agreement, letter or document
(including but not limited to the Insider Letter, the DCAC IPO Prospectus, the
Sponsor Shares Subscription Agreement, the Sponsor Warrant Agreement, the
Warrant T&Cs) and not withstanding any prior terms or statements as regards
the conversion of DCAC Sponsor Shares, any price hurdles or any promote
schedule, the Sponsor Shares shall convert and be cancelled (as applicable) as
follows (the "Amended Sponsor Promote"):

(i)      the terms, rights and restrictions attaching to each of the
DCAC Sponsor Shares in issue shall be varied to be identical to the terms,
rights and restrictions attaching to a
DCAC Ordinary Share, and each DCAC Sponsor Share in issue shall convert on a
one for one basis into a DCAC Ordinary Share;

(ii)      1,648,721 (being 50% of the DCAC Ordinary Shares arising from
conversion of DCAC Sponsor Shares, plus 86,221 DCAC Ordinary Shares)(the
"Extinguishing Sponsor Shares") shall be acquired by the Company for £0.0001
consideration and held in treasury, subject to and in accordance with the
Companies (Guernsey) Law
2008 as amended (the "Companies Law")

ORDINARY RESOLUTIONS FOR AGAINST WITHHELD 2. THAT the Business Combination,
including any actions and the transactions contemplated by the Business
Combination Agreement (including the matters described and disclosed within
the Circular), be and is hereby approved, and to the extent
necessary, ratified. 3. THAT subject to and conditional upon the passing of
resolutions 1(a), 1(b) and 2, it is hereby resolved (pursuant to article 7.8
of the Amended Articles) by ordinary resolution that the Company may issue,
sell or transfer from treasury any DCAC Ordinary Share to be issued, sold or
transferred pursuant to or in connection with the Business Combination, the
Non- Affiliate Issue, the Warrant Exercise, the redemption of Warrants
described in this Circular, the Amended Sponsor Promote, the Offer, as well as
the issue, sale or transfer of DCAC Ordinary Shares in connection with or
related to any of the transactions described in the Circular. in each case
without the
application of article 7.2 of the Amended Articles. 4. THAT, to the extent the
adoption of the Amended Articles and/or the Amended Sponsor Promote modifies,
varies or abrogates the rights or obligations attaching to the DCAC Ordinary
Shares or the DCAC Sponsor Shares, any such modification, variation or
abrogation be and is hereby approved. 5. THAT: subject to and conditional upon
the passing of resolutions 1(a), 1(b) and 2, it is hereby resolved by ordinary
resolution that the Company be and is hereby authorised, in accordance with
section 315 of
the Companies Law, to make market acquisitions of the Extinguishing Sponsor
Shares (being DCAC Ordinary Shares), provided that:

(a)    the maximum number of Extinguishing Sponsor Shares is 1,648,721;

(b)    the minimum price payable by the Company for each Extinguishing
Sponsor Share is £0.0001 per Extinguishing Sponsor Shares and the maximum
price payable by the Company for each Extinguishing Sponsor Shares will not be
higher than £0.0001 per Extinguishing Sponsor Share; and

(c)    such authority shall expire on the later of (i) the Completion Date
and (ii) the date on which all Extinguishing Sponsor Shares have been acquired
by the Company, save that such authority shall expire on the conclusion of the
annual general meeting of the Company to be held in 2024 if it has not expired
earlier. 6. THAT: subject to and conditional upon the passing of resolutions
1(a) and 2, it is hereby resolved by ordinary resolution that the Company be
and is hereby authorised, in accordance with section 315 of the Companies Law,
to make market acquisitions of DCAC Ordinary Shares, provided that:

(a)    the only DCAC Ordinary Shares that may be acquired by DCAC pursuant
to this resolution are DCAC Ordinary Shares issued pursuant to the exercise of
DCAC Public Warrants held in treasury by DCAC or by a nominee on behalf of
DCAC, including any DCAC Ordinary Shares issued to a nominee of DCAC pursuant
to an exercise of DCAC Public Warrants held by DCAC ("Treasury Warrant
Shares");

(b)    the maximum number of DCAC Ordinary Shares that may be acquired
pursuant to this resolution is 2,219,800

(c)    the minimum price payable by the Company for each DCAC Ordinary
Share being acquired pursuant to this resolution is £0.0001 per DCAC Ordinary
Share and the maximum price payable by the Company for each DCAC Ordinary
Share being acquired pursuant to this resolution is
£0.0001 per DCAC Ordinary Share; and

(d)    such authority shall expire on the earlier of the date on which all
Treasury Warrant Shares have been acquired by DCAC and the conclusion of the
annual general meeting of the Company to be held in 2024.  1 1 1

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED
Registration Number: 69150
(the “Company”) Unless otherwise instructed, the proxy will vote or
abstain from voting as he thinks fit.
…………………………………………………………….
Signed this        day of        2023 (See note 3 below)
Notes:
1. If any other proxy is preferred, strike out the words “the Chairman of
the EGM or, failing him an authorised representative of Admina Fund Services
Limited” and add the name and address of the proxy you wish to appoint and
initial the alteration. The proxy need not be a shareholder.
2. If the appointer is a corporation this form must be completed under its
common seal or under the hand of some officer or attorney duly authorised in
writing.
3. The signature of any one of joint holders will be sufficient, but the names
of all the joint holders should be stated.
4. To be valid, this form and the power of attorney or other authority (if
any) under which it is signed, or a notarially certified copy of such power
must reach the Secretary of the Company, Admina Fund Services Limited, First
Floor, 10 Lefebvre Street, St Peter Port, Guernsey, GY1 2PE
(disruptive@admina.gg), not less than forty-eight hours before the time
appointed for holding the EGM or any adjournment thereof as the case may be.
5. The completion of this form will not preclude a shareholder from completing
a further form, such form to supersede any previous forms completed, or
attending the EGM and voting in person.
6. Any alteration of this form must be initialled.
7. To appoint more than one proxy you may photocopy this form. Please indicate
the proxy holder’s name and the number of shares in relation to which they
are authorised to act as your proxy (which, in aggregate, should not exceed
the number of shares held by you). Please also indicate if the proxy
instruction is of multiple instructions being given. All forms must be signed
and should be returned together in the same envelope
8. In the event that a form of proxy is returned without an indication as to
how the proxy shall vote on the resolutions, the proxy will exercise his
discretion as to whether and, if so, how he votes.
9. A vote withheld is not a vote in law and will not be counted in the
calculation of the proportion of the votes for or against a resolution. 
FORM OF PROXY FORM OF PROXY for the Ordinary Shareholder Class Meeting (the
“Ordinary Shareholder Class Meeting”) of the Company to be held at 10:15
a.m. BST on 10 May 2023 at First Floor, 10 Lefebvre Street, St Peter Port,
Guernsey GY1 2PE I/We
…………………………………………………………………………………………………..
of        …………………………………………………………………………………………………..
being an Ordinary Shareholder/Ordinary Shareholders of the Company hereby
appoint the Chairman of the Ordinary Shareholder Class Meeting, or failing
him, an authorised representative of Admina Fund Services Limited,
or        , as

my/our proxy to vote for me/us on my/our behalf at the Ordinary Shareholder
Class Meeting of the Company to be held on 10 May 2023 at 10:15 a.m. BST and
at any adjournment thereof.
Any defined terms used in this Form of Proxy shall have the same meaning as
those set out in the shareholder circular of the Company dated 19 April 2023
(the "Circular").
Please indicate with an X in the spaces below how you wish your votes to be
cast. ORDINARY CLASS RESOLUTIONS OF THE
HOLDERS OF ORDINARY SHARES FOR AGAINST WITHELD 1. THAT: the articles of DCAC
(the "Articles") be and are hereby replaced in their entirety by the amended
articles in the form appended to the Circular at
Appendix 1 (the "Amended Articles"); 2. THAT: notwithstanding the terms of the
Articles, the Amended Articles, or any other agreement, letter or document
(including but not limited to the Insider Letter, the DCAC IPO Prospectus, the
Sponsor Shares Subscription Agreement, the Sponsor Warrant Agreement, the
Warrant T&Cs) and not withstanding any prior terms or statements as regards
the conversion of DCAC Sponsor Shares, any price hurdles or any promote
schedule, on and with effect from the Completion Date (as defined below) (the
"Amended Sponsor Promote")
1. the terms, rights and restrictions attaching to each of the DCAC Sponsor
Shares in issue shall be varied to be identical to the terms, rights and
restrictions attaching to a DCAC Ordinary Share, and each DCAC Sponsor Share
in issue shall convert on a one for one basis into a DCAC Ordinary Share;
2. 1,648,721 (being 50% of the DCAC Ordinary Shares arising from
conversion of DCAC Sponsor Shares, plus 86,221 DCAC Ordinary  Shares)(the
"Extinguishing Sponsor Shares") shall be acquired by the Company for £0.0001
per Extinguishing Sponsor Share and held in treasury, subject to and in
accordance with the Companies Law; and 3. THAT: to the extent the adoption of
the Amended Articles and/or the Amended Sponsor Promote modifies, varies or
abrogates the rights or obligations attaching to the DCAC Ordinary Shares or
the DCAC Sponsor Shares, any such modification, variation or
abrogation be and is hereby approved.

Unless otherwise instructed, the proxy will vote or abstain from voting as he
thinks fit.
…………………………………………………………….
Signed this        day of        2023 (See note 3 below)
Notes:
1.      If any other proxy is preferred, strike out the words “the
Chairman of the Ordinary Shareholder Class Meeting or, failing him an
authorised representative of Admina Fund Services Limited” and add the name
and address of the proxy you wish to appoint and initial the alteration. The
proxy need not be a shareholder.
2.      If the appointer is a corporation this form must be completed
under its common seal or under the hand of some officer or attorney duly
authorised in writing.
3.      The signature of any one of joint holders will be sufficient,
but the names of all the joint holders should be stated.
4.      To be valid, this form and the power of attorney or other
authority (if any) under which it is signed, or a notarially certified copy of
such power must reach the Secretary of the Company, Admina Fund Services
Limited, First Floor, 10 Lefebvre Street, St Peter Port, Guernsey, GY1 2PE
(disruptive@admina.gg), not less than forty-eight hours before the time
appointed for holding the Ordinary Shareholder Class Meeting or any
adjournment thereof as the case may be.

 5.      The completion of this form will not preclude a shareholder
from completing a further form, such form to supersede any previous forms
completed, or attending the Ordinary Shareholder Class Meeting and voting in
person.
6.      Any alteration of this form must be initialled.
7.      To appoint more than one proxy you may photocopy this form.
Please indicate the proxy holder’s name and the number of shares in relation
to which they are authorised to act as your proxy (which, in aggregate, should
not exceed the number of shares held by you). Please also indicate if the
proxy instruction is of multiple instructions being given. All forms must be
signed and should be returned together in the same envelope.
8    In the event that a form of proxy is returned without an indication as
to how the proxy shall vote on the resolutions, the proxy will exercise his
discretion as to whether and, if so, how he votes.
9.      A vote withheld is not a vote in law and will not be counted in
the calculation of the proportion of the votes for or against a resolution.

 FORM OF PROXY FORM OF PROXY for the Sponsor Shareholder Class Meeting (the
“Sponsor Shareholder Class Meeting”) of the Company to be held at 10:30
a.m. BST on 10 May 2023 at First Floor, 10 Lefebvre Street, St Peter Port,
Guernsey GY1 2PE I/We
…………………………………………………………………………………………………..
of        …………………………………………………………………………………………………..
being an Sponsor Shareholder/Sponsor Shareholders of the Company hereby
appoint the Chairman of the Sponsor Shareholder Class Meeting, or failing him,
an authorised representative of Admina Fund Services Limited,
or        , as
my/our proxy to vote for me/us on my/our behalf at the Sponsor Shareholder
Class Meeting of the Company to be held on 10 May 2023 at 10.30 a.m. BST and
at any adjournment thereof.
Any defined terms used in this Form of Proxy shall have the same meaning as
those set out in the shareholder circular of the Company dated 19 April 2023
(the "Circular").
Please indicate with an X in the spaces below how you wish your votes to be
cast. ORDINARY CLASS RESOLUTIONS OF THE
HOLDERS OF SPONSOR SHARES FOR AGAINST WITHELD 1. THAT: the articles of DCAC
(the "Articles") be and are hereby replaced in their entirety by the amended
articles in the form appended to the Circular at
Appendix 1 (the "Amended Articles"); 2. THAT: notwithstanding the terms of the
Articles, the Amended Articles, or any other agreement, letter or document
(including but not limited to the Insider Letter, the DCAC IPO Prospectus, the
Sponsor Shares Subscription Agreement, the Sponsor Warrant Agreement, the
Warrant T&Cs) and not withstanding any prior terms or statements as regards
the conversion of DCAC Sponsor Shares, any price hurdles or any promote
schedule, on and with effect from the Completion Date (as defined below) (the
"Amended Sponsor Promote"):

a. the terms, rights and restrictions attaching to each of the DCAC Sponsor
Shares in issue shall be varied to be identical to the terms, rights and
restrictions attaching to a DCAC Ordinary Share, and each DCAC Sponsor Share
in issue shall convert on a one for one basis into a DCAC Ordinary Sharb.
b.   1,648,721 (being 50% of the DCAC Ordinary Shares arising from
conversion of DCAC Sponsor Shares, plus 86,221 DCAC Ordinary Shares)(the
"Extinguishing Sponsor Shares") shall be acquired by the Company for £0.0001
consideration and held in treasury, subject to and in accordance with the
Companies Law; and 3. THAT: to the extent the adoption of the Amended Articles
and/or the Amended Sponsor Promote modifies, varies or abrogates the rights or
obligations attaching to the DCAC Ordinary Shares or the DCAC Sponsor Shares,
any such modification, variation or abrogation be and is hereby approved.
Unless otherwise instructed, the proxy will vote or abstain from voting as he
thinks fit.
…………………………………………………………….
Signed this        day of        2023 (See note 3 below)
Notes:
1.      If any other proxy is preferred, strike out the words “the
Chairman of the Sponsor Shareholder Class Meeting or, failing him an
authorised representative of Admina Fund Services Limited” and add the name
and address of the proxy you wish to appoint and initial the alteration. The
proxy need not be a shareholder.
2.      If the appointer is a corporation this form must be completed
under its common seal or under the hand of some officer or attorney duly
authorised in writing.
3.      The signature of any one of joint holders will be sufficient,
but the names of all the joint holders should be stated.4.      To be
valid, this form and the power of attorney or other authority (if any) under
which it is signed, or a notarially certified copy of such power must reach
the Secretary of the Company, Admina Fund Services Limited, First Floor, 10
Lefebvre Street, St Peter Port, Guernsey, GY1 2PE (disruptive@admina.gg), not
less than forty-eight hours before the time appointed for holding the Sponsor
Shareholder Class Meeting or any adjournment thereof as the case may be.

5.      The completion of this form will not preclude a shareholder from
completing a further form, such form to supersede any previous forms
completed, or attending the Sponsor Shareholder Class Meeting and voting in
person.
6.      Any alteration of this form must be initialled.
7.      To appoint more than one proxy you may photocopy this form.
Please indicate the proxy holder’s name and the number of shares in relation
to which they are authorised to act as your proxy (which, in aggregate, should
not exceed the number of shares held by you). Please also indicate if the
proxy instruction is of multiple instructions being given. All forms must be
signed and should be returned together in the same envelope.
8    In the event that a form of proxy is returned without an indication as
to how the proxy shall vote on the resolutions, the proxy will exercise his
discretion as to whether and, if so, how he votes.
9.      A vote withheld is not a vote in law and will not be counted in
the calculation of the proportion of the votes for or against a resolution.
DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED
Registration Number: 69150
(the “Company”) FORM OF PROXY FORM OF PROXY for the meeting of the Warrant
Holders (the "Warrant Holder Meeting”) of the Company to be held at 10:45
a.m. BST on 10 May 2023 at First Floor, 10 Lefebvre Street, St Peter Port,
Guernsey GY1 2PE I/We
…………………………………………………………………………………………………..
of        …………………………………………………………………………………………………..
being a Warrant Holder/Warrant Holders of the Company hereby appoint the
Chairman of the Warrant Holder Meeting, or failing him, an authorised
representative of Admina Fund Services Limited, or        , as my/our
proxy to vote for me/us on my/our behalf
at the Warrant Holder Meeting to be held on 10 May 2023 at 10:45 a.m. BST and
at any adjournment thereof.
Any defined terms used in this Form of Proxy shall have the same meaning as
those set out in the shareholder circular of the Company dated 19 April 2023
(the "Circular").
Please indicate with an X in the spaces below how you wish your votes to be
cast.

ORDINARY RESOLUTIONS FOR AGAINST WITHELD 1. THAT the Warrant T&Cs contained in
the warrant agreement dated 5 October 2021 entered into between the Company
and Van Lanschot Kempen N.V., as amended on 26 January 2023 (the "Warrant
Instrument"), following approval of the Warrant T&Cs by the meeting of holders
of DCAC Warrants on 11 January 2023, be amended in accordance with the new
Warrant T&Cs (the "New Warrant T&Cs") in the form attached to these
resolutions at Appendix 3 of the Circular.


To the extent that the adoption of the New Warrant T&Cs modifies, varies or
abrogates the rights attaching to the DCAC Warrants of the Company, any such
modification, variation or abrogation be and is
hereby approved. Unless otherwise instructed, the proxy will vote or abstain
from voting as he thinks fit.
…………………………………………………………….
Signed this        day of        2023 (See note 3 below)

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED
Registration Number: 69150
(the “Company”) 

Notes:
1. If any other proxy is preferred, strike out the words “the Chairman of
the Warrant Holder Meeting or, failing him an authorised representative of
Admina Fund Services Limited” and add the name and address of the proxy you
wish to appoint and initial the alteration. The proxy need not be a
shareholder.
2. If the appointer is a corporation this form must be completed under its
common seal or under the hand of some officer or attorney duly authorised in
writing.
3. The signature of any one of joint holders will be sufficient, but the names
of all the joint holders should be stated.
4. To be valid, this form and the power of attorney or other authority (if
any) under which it is signed, or a notarially certified copy of such power
must reach the Secretary of the Company, Admina Fund Services Limited, First
Floor, 10 Lefebvre Street, St Peter Port, Guernsey, GY1 2PE
(disruptive@admina.gg), not less than forty-eight hours before the time
appointed for holding the Warrant Holder Meeting or any adjournment thereof as
the case may be.
5. The completion of this form will not preclude a shareholder from completing
a further form, such form to supersede any previous forms completed, or
attending the Warrant Holder Meeting and voting in person.
6. Any alteration of this form must be initialled.
7. To appoint more than one proxy you may photocopy this form. Please indicate
the proxy holder’s name and the number of shares in relation to which they
are authorised to act as your proxy (which, in aggregate, should not exceed
the number of shares held by you). Please also indicate if the proxy
instruction is of multiple instructions being given. All forms must be signed
and should be returned together in the same envelope
8. In the event that a form of proxy is returned without an indication as to
how the proxy shall vote on the resolutions, the proxy will exercise his
discretion as to whether and, if so, how he vote
9. A vote withheld is not a vote in law and will not be counted in the
calculation of the proportion of the votes for or against a resolution