REG - Maintel Holdings PLC - Proposed Acquisition and Placing <Origin Href="QuoteRef">MAIH.L</Origin> - Part 1

Maintel HoldingsAnnouncement

08/04/2016 07:06

RNS Number : 5706U
Maintel Holdings PLC
08 April 2016
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
8 April 2016
Maintel Holdings Plc ("Maintel" or "the Company")
Proposed Acquisition of Azzurri Communications 
and
Proposed Placing by way of an accelerated bookbuild to raise 24.0 million
and
Director Appointments 
Maintel (AIM:MAI) today announces that it has conditionally agreed to acquire the whole of the issued and to be issued share capital of the Azzurri Communications Group at an enterprise value of 48.5 million (the "Acquisition"). The Company also announces its intention to conduct a placing with certain institutional investors and the directors of the Company (the "Placing") to raise gross proceeds of approximately 24.0 million at 700 pence per Ordinary Share in order to partially fund the Acquisition. The Placing is being conducted through an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this announcement. 
Azzurri Communications provides a variety of communication services, including telephony, mobile services, document solutions, workforce optimisation, security, UCaaS and Managed Service products. Azzurri Communications has an attractive customer base focused on UK SMEs and enterprises in the private and public sector. A substantial part of the Azzurri Communications' revenue stream is recurring at approximately 77 per cent. predominantly driven by cloud, data, mobile, unified communications and Managed Services, with other income including project fees from systems and installation.
finnCap Limited ("finnCap"), the Company's nominated adviser, has been appointed as broker in connection with the Acquisition and Placing. Oakley Capital Limited ("Oakley") has been appointed as financial adviser in connection with the Acquisition and Placing.
The Acquisition constitutes a reverse takeover under Rule 14 of the AIM Rules, and accordingly will require Shareholder approval.
Highlights
 Transformational acquisition with strong strategic and financial rationale, which is expected to provide Maintel with enhanced scale and visibility, an attractive customer base, enhancement of operations, a broader product offering and will allow further capability expansion
 Total annualised cost synergies of 4.6 million expected, by the end of full year 2017
 Acquisition expected to be immediately earnings enhancing 
Details of the Placing
Maintel proposes to raise 24.0 million (before commissions, fees and transaction costs) by way of a conditional placing on a non pre-emptive basis of 3,428,572 Placing Shares at the Placing Price of 700 pence per Placing Share, via the Bookbuild. The Placing Price represents a 0.7 per cent discount to the closing middle market quotation price of an Ordinary Share on 7 April 2016 (of 705 pence per Ordinary Share).
The books for the Placing will open with immediate effect. The books are expected to close no later than 1.00 p.m. London time on 8 April 2016. The timing of the closing of the books and the making of allocations may be accelerated or delayed at either finnCap's or Oakley's discretion. The appendix to this announcement contains detailed terms and conditions applicable to the Placing. The Placing is not underwritten.
Participation in the Placing will be restricted to institutional investors and the directors of the Company. 
By choosing to participate in the Placing and by making an oral and/or written legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety, including the appendix, and to be making such offer on the terms and subject to the conditions contained herein and to be making the representations, warranties, undertakings and acknowledgements contained in the appendix to this announcement.
Completion of the Acquisition is conditional, inter alia, on completion of the Placing. The Acquisition is also conditional, inter alia, on approval by Maintel's shareholders at a General Meeting expected to be convened and held on 27 April 2016 and Admission taking place by no later than 31 May 2016. 
Admission is expected to occur at 8.00 a.m. on 28 April 2016, the Acquisition Agreement is expected to become unconditional save for Completion on 28 April 2016 and the Acquisition is expected to complete on 4 May 2016.
An Admission Document to Shareholders is expected to be posted shortly, including details of the General Meeting and the Resolutions (the "Admission Document").
The Directors who hold interests in Ordinary Shares have irrevocably undertaken to vote in favour of the Resolutions to be proposed at the General Meeting in respect of a total of 4,839,262 Ordinary Shares representing approximately 44.94 per cent. of the Existing Ordinary Shares.
Director Appointments
The Board is pleased to announce the formal appointment of Mark Townsend as Chief Financial Officer and Stuart Legg as Group Sales and Marketing Director, both with immediate effect. Mark Townsend replaces Dale Todd as Chief Financial Officer, who retires from the Board with immediate effect. 
Mark Vincent Townsend, aged 53, is a Chartered Accountant having qualified with Price Waterhouse (now PwC) in 1988. He has extensive operational and commercial experience across fast-moving consumer goods, retail, construction and rental sectors. Previously he was Group Finance Director at Livingston Ltd. During his time there, he assisted in a successful sale of the business to a PE-backed acquirer. Prior to Livingston, Mark was Group Finance Director at Brogan Group for 5 years and has held senior finance positions with Oriflame Cosmetics SA and Pitney Bowes Ltd.
Current directorships held by Mr Townsend and directorships held by him in the last five years are as follows:
Current directorships:
Former directorships held in the last 5 years:
Townsend Business Services Ltd 
Brogan Group UK Limited
Livingston Group Limited
Mr Townsend has no shareholding in the Company. 
Stuart David Legg, aged 43, has been the Group Sales and Marketing Director of the Company since October 2014 and has over 23 years' experience in the telecommunications industry, focusing on delivering applications for the Nortel, CISCO and Avaya portfolios. Stuart was a part of the senior management team who sold Mettoni to Enghouse in 2010 and was a board member of Proximity prior to its acquisition by the Company in 2014.
Current directorships held by Mr Legg and directorships held by him in the last five years are as follows:
Current directorships:
Former directorships held in the last 5 years:
None 
Proximity Communications Limited 
Mr Legg has no shareholding in the Company. 
No further disclosure is required under AIM Rule 17 and paragraph (g) to Schedule Two of the AIM Rules with respect to Mr Townsend and Mr Legg.
Suspension of shares
The Acquisition constitutes a reverse takeover under Rule 14 of the AIM Rules, accordingly the Company's Ordinary Shares will be suspended from trading on AIM from 7.30 a.m. today until the details of the Acquisition are finalised and the required information is published, which is expected to occur later today.
Defined terms used in this announcement shall have the same meaning (unless the context otherwise requires) as ascribed to it in the "Definitions" section at the bottom of this announcement.
Eddie Buxton, Chief Executive of Maintel, commented:
"This is a highly complementary and transformational acquisition which we expect to be immediately earnings enhancing. The acquisition will accelerate Maintel's shift into Hosted Cloud and Data, ensuring that we are well positioned to exploit these high growth areas of the Unified Communications market, and enabling us to provide our customers with an even broader product offering than we do today. In addition, it will build scale in Managed Services, continuing the shift in business mix which Maintel has been driving following our previous acquisitions. We are delighted to be adding Azzurri Communications' impressive and complementary capabilities to Maintel's. Azzurri Communications' position has strengthened notably in recent times, which is a testament to the leadership of Steve Andrews, Chris Jagusz and Andrew Marshall.
The diversified product offering and additional scale will allow us to target larger and more complex contracts, in line with our existing strategy. Additionally, there is a strong financial rationale which underpins the transaction, and we have identified significant cost synergies in bringing the two businesses together. We are highly confident that we can deliver these synergies in the timeframes outlined
In addition, we are delighted that Mark and Stuart are joining the Board at this exciting time. Mark brings with him considerable experience in finance and he will be of great value to the Company as we continue to grow our business."
Chris Jagusz, Chief Executive of Azzurri Communications, commented:
"We are excited to be joining Maintel at a time of such rapid innovation in the industry. We have very complementary product sets and we look forward to offering our customers an enhanced range of services. We believe this pairing will significantly enhance our impact in the market and increase opportunities for employees."
For further information, please contact:
Maintel Holdings plc
Eddie Buxton
Mark Townsend
+44 (0)344 871 1122
finnCap (Nomad and Broker) 
Jonny Franklin-Adams
Emily Watts
Kate Bannatyne
+44 (0)20 7220 0500
Oakley Capital (Financial Adviser) 
Christian Maher
Chris Brooks
Zishaan Arshad
Victoria Boxall
+44 (0)20 7766 6900
Important Notice
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Any indication in this announcement of the price at which the Ordinary Shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. 
finnCap, which is authorised and regulated in the United Kingdom by the FCA, is acting for Maintel and for no one else in connection with the Placing and will not be responsible to anyone other than Maintel for providing the protections afforded to clients of finnCap or for affording advice in relation to the Placing, or any other matters referred to herein.
Oakley, which is authorised and regulated in the United Kingdom by the FCA, is acting for Maintel and for no one else in connection with the Placing and will not be responsible to anyone other than Maintel for providing the protections afforded to clients of Oakley or for affording advice in relation to the Placing, or any other matters referred to herein.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
ADMISSION STATISTICS
Placing Price per Placing Share
700 pence
Market capitalisation of the Company on Admission at the Placing Price (approximately)
99.4 million
Number of Existing Ordinary Shares
10,768,487
Number of Placing Shares
3,428,572
Enlarged Share Capital
14,197,059
Placing Shares expressed as a percentage of the Enlarged Share Capital
24.1%
Gross proceeds receivable by the Company pursuant to the Placing
24.0 million
Estimated net proceeds receivable by the Company pursuant to the Placing
20.2 million
TIDM
MAI
ISIN
GB00B046YG73
SEDOL number
B046YG7
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Admission Document
8 April 2016
Latest time and date for receipt of Forms of Proxy
11 a.m. on 25 April 2016
General Meeting
11 a.m. on 27 April 2016
Admission effective and dealings in the Enlarged Share Capital expected to commence on AIM
28 April 2016
Placing Shares credited to CREST accounts
28 April 2016
Acquisition Agreement becomes unconditional save for Completion
28 April 2016
Completion of Acquisition
4 May 2016
Despatch of definitive share certificates (where applicable) by
Within 10 days of Admission
Note: References to time are to London time unless otherwise stated. Each of the dates in the above timetable is indicative only and is subject to change without further notice.
1. BACKGROUND TO AND RATIONALE FOR THE ACQUISITION
The Company provides a comprehensive portfolio of communication and technology services, delivered on-premise or cloud based, encompassing UC, contact centre, workforce optimisation, networking and security, mobile and connectivity services, to mid-market and enterprise customers in both the private and public sector across the UK and Continental Europe. The Company has historically delivered organic growth which has been complemented by selective acquisitions such as Datapoint in 2013 and Proximity in 2014. These acquisitions have brought additional strengths in the areas of contact centres, design authority, data networking, security and wireless networks as well as additional European customers and exposure.
Azzurri Communications provides a variety of communication services, including telephony, mobile services, document solutions, workforce optimisation, security, UCaaS and Managed Service products. Azzurri Communications has an attractive customer base focused on UK SMEs and enterprises in the private and public sector. A substantial part of the Azzurri Communications' revenue stream is recurring at approximately 77 per cent., predominantly driven by cloud, data, mobile, unified communications and Managed Services, with other income including project fees from systems and installation.
The Directors believe that the Company is well placed to benefit from sector consolidation. The Directors consider that Azzurri Communications currently presents an attractive consolidation opportunity allowing the Company to enhance its offering, achieve scale benefits and to maximise value for Shareholders. The Directors believe that the Acquisition will be transformational for the Group and will deliver the following benefits to the Enlarged Group:
 complementary product offering and target market which provides enhanced scale and visibility in terms of securing revenue;
 good reputation with an attractive customer base;
 enhancement of the Company's scale of operations and provision of a broader product offering to enable cross selling and up selling, e.g. enhancing data networking;
 the ability to achieve material cost synergies associated with workforce rationalisation, supplier consolidation and certain other cost of sales and operational savings; and
 expected to be immediately earnings enhancing to the Group following Completion of the Acquisition.
Azzurri Communications has a broad suite of services which the Directors believe will strengthen Maintel's market proposition. There is little customer overlap between the two companies, which will provide the Company with an augmented customer base and should provide the Enlarged Group with a significant opportunity to cross sell and up sell services between each existing customer base.
The Directors believe the key strengths of the Enlarged Group will be:
 strong financial profile, with high levels of recurring revenue and scope for significant margin improvement;
 cash generative, asset light model;
 its enlarged client base across the private and public sector;
 an accelerated shift in the business towards the Company's strategic target markets of hosted cloud services and mobile data; and
 an increase in scale in Managed Services and mobile services.
2. INFORMATION ON AZZURRI COMMUNICATIONS 
History of Azzurri Communications
The Azzurri Communications business was founded in 2000 and provides cloud based and on premise technology and managed communications services for businesses and public sector customers in the UK across the data, voice and mobile segments. Between 2000 and 2007, Azzurri Communications acquired 16 companies. In 2006, Silverfleet Capital acquired a majority stake in the company. Azzurri Communications' buy and build acquisition strategy contributed to the substantial increase in the company's debt profile. In 2011, Silverfleet Capital sold its entire holding in the company to a banking consortium (but retained a minority interest in Warden Holdco). Silverfleet Capital's exit required a significant refinancing of the debt. The company underwent a strategic review in 2013 and Azzurri Communications announced further restructuring measures in May 2014. Chris Jagusz was appointed chief executive officer in September 2014 and has focused on developing the core platform. Azzurri Communications has invested approximately 1.0 million to date in its cloud platform, ICON. From 2014 onwards, the company has focused on improving margins and rationalising the business.
The Azzurri Communications Business
Azzurri Communications provides UCaaS, connectivity, mobility and security services to mid-market UK businesses in the public and private sector.
Azzurri Communications works in partnership with businesses and is experienced in delivering solutions that are compatible with a wide range of technologies through a team of multi vendor accredited engineers. Azzurri Communications' focus is on continually integrating innovative new technologies and helping customers, particularly those with multi site operations and 250 to 5,000 full time employees, to uncover cost savings to help fund and deliver change through technology consolidation and competitive pricing.
The Azzurri Communications business has been in decline since 2013, in respect of revenue. This decline was across all revenue segments excluding Data although predominately in its mobile business (which was as a result of the change in relationship with certain carriers and the settlement of an overpayment disagreement with a carrier which was finalised in January 2015) and in Consulting, Calls and Lines. Significant restructuring costs have impacted profitability. Azzurri Communications has focused on reducing its cost base over the past three years and driving long term profit margins through product development (especially in cloud) working to improve project delivery to time and budget, process improvements and more cost effective procurement. New product launches in line with this strategy included ICON Connect, Azzurri Communications' converged connectivity solution and enterprise mobile. Recent developments include support for Skype for Business and Avaya to supplement its Mitel-based UCaaS offerings. Furthermore, the Directors believe that the Enlarged Group will significantly benefit from the identified synergies and economies of scale.
Azzurri Communications' service lines include:
Internal Reporting Lines
1. Consulting, Calls and Lines (CCL)
Fixed voice calls and lines, IP voice, audio and web conferencing, cost management consultancy.
2. Systems and Installation
Installation of PBX systems, LAN and IPT, CallMedia Software.
3. Data
Data circuits, WANs, network monitoring.
4. Support Services
Onsite and remote maintenance of customers' ICT infrastructure, Managed Services.
5. Mobile
O2 reseller, mobile data.
Accreditations
Azzurri Communications has achieved accreditations for its products and services, including the Mitel Platinum Partner accreditation, ISO accreditations for Quality Management (ISO9001) and Security (ISO27001), nine lots on the Network Services Framework (RM1045) for public sector ICT services, which accredits Azzurri Communications to tender for public sector business and the UK government's Cyber Essentials Plus accreditation.
Customers
Azzurri Communications has an attractive customer base focused on UK SMEs and enterprises in the private and public sector. Azzurri Communications' customers are sector diverse and there is limited customer concentration, with its top 15 customers accounting for only 35.3 per cent. of revenues for FY2015. Azzurri Communications has high levels of recurring revenue of approximately 77 per cent.
Azzurri Communications targets customers in three market segments:
 Enterprise - customers include Carpetright, Grant Thornton, The Co-Operative, Matalan, JD Sports, PZ Cussons, Savills, Biffa and Endsleigh;
 Public Sector - includes University College London Hospitals, the Department for Transport and South Lanarkshire Council; and
 SMEs - include Hastings Direct and Camps Solicitors.
Azzurri Communications' largest customer by revenue for the financial year ended 30 June 2015 has indicated that although it does not intend to renew its contract which expires in September 2016, it is expected it will be extended for a further six months while the customer migrates service provider. For the financial year ended 30 June 2015, this customer represented 7.3 per cent. of Azzurri Communications' revenue.
Property
Azzurri Communications leases a total of four properties and owns one property for technical, administrative and sales purposes. These properties are based in Weybridge (headquarters), Aldridge, Burnley, Fareham and East Kilbride.
Non core assets
The Acquisition of Azzurri Communications includes certain assets, which are deemed non-core assets. In particular, Azzurri Communications has a loss-making small office - home office (SoHo) mobile business based in East Kilbride, which is currently undergoing a consultation process. This business is separate from Azzurri Communications' main, mid-market-focused mobile business.
Employees
Azzurri Communications currently employs approximately 500 employees across five locations; Weybridge (HQ), Aldridge, Burnley, Fareham and East Kilbride, as at the latest practicable date prior to the publication of this announcement.
Overview financial information on the Azzurri Communications Group
Certain of Azzurri Communications Groups' audited historical financial information for the three years ended 30 June 2015 and unaudited interim financial information for the six month period ended 31 December 2015 is summarised below:
Year ended
30 June
2013
m
Year ended
30 June
2014
m
Year ended
30 June
2015
m
Revenue
111.0
104.5
101.3
Cost of Sales
(94.2)
(90.3)
(86.7)
Gross Profit
16.8
14.2
14.6
EBITDA1
5.6
2.1
4.6
Operating profit/(loss)
0.8
(3.0)
(0.7)
Profit/(loss) before tax
(8.0)
50.5
(4.5)
1Earnings before interest, tax, depreciation and amortisation.
6 months 
ended 31
December
2014
m
6 months 
ended 31
December
2015
m
Revenue
50.1
46.2
Cost of Sales
(43.2)
(39.2)
Gross Profit
6.9
7.0
EBITDA1
2.2
2.0
Operating profit/(loss)
(0.7)
(0.4)
Profit/(loss) before tax
(2.6)
(2.2)
1Earnings before interest, tax, depreciation and amortisation.
3. INFORMATION ON MAINTEL
Maintel is a leading independent B2B reseller of voice and data solutions.
History of the Group
The Group's business, which was founded by Angus McCaffery and Tim Mason, commenced trading in 1991. In the early 1990's, the Group's primary business was to provide telecommunications equipment maintenance and support services to UK businesses. The Group also had a supporting business re-selling voice minutes in London.
In June 1996, a consortium of investors, led by John Booth, established the Company as the vehicle through which they would acquire the Group. Since this transaction the Company has been the holding company of the Group. With the consortium's support, the Group expanded its product coverage to partner with Nortel and Mitel.
To further pursue its growth strategy, the Company was admitted to trading on AIM in 2004. Following its admission to AIM, key milestones for the Group include:
 the acquisition of District Holdings in 2006, adding approximately 400 customers to the Group;
 forming a key partnership with Cable and Wireless in 2007;
 the Group's acquisition of part of Redstone's Avaya business in 2010 for 1.8 million, which began its on-going partnership with Avaya;
 forming a partnership with O2 Unify for the provision of UCaaS, contact centres and enterprise communications;
 the acquisition of Totility in 2011 for 7.0 million, adding mobile telephony to the Group's portfolio;
 the acquisition, in September 2013, of the UK and Ireland operations of the Datapoint group for 3.5 million. Datapoint provide consulting and professional services in Unified Communications with a particularly strong presence in the contact centre sector. The acquisition of Datapoint provided the Group with new skill sets, allowing the Group to develop in new sectors including the contact centre market where Maintel already had a presence but where Datapoint had a much greater depth of knowledge and experience. The acquisition also provided the Group with a new opportunity in Ireland, where Datapoint has an office;
 the acquisition, in October 2014, of Proximity for 11.6 million, another Avaya Platinum Enterprise Business Partner, which increased Maintel's range of capabilities in Unified Communications, contact centre, design authority, data networking, security and wireless. The majority of contributed revenue and profit has been from within the Managed Services and equipment segment, with the remainder in network services. Synergies resulting from the joint servicing of the Proximity and Maintel bases include bringing currently subcontracted support contracts in house as a result of the combined Group's extended skillsets, and cost savings from joint purchasing. The integration of Proximity and realisation of these synergies is progressing well and significant cost savings have been achieved. The variety of sales skills across the Group has been reorganised to capitalise on opportunities presented by the Group's increasing product portfolio;
 becoming Avaya's Service Excellence Partner of the Year in 2015, which recognises Maintel's position as a leading business communications and services provider and key Avaya Platinum partner; and
 being awarded Avaya's Technical Excellence Award in 2016.
The Maintel Business
Maintel provides communication solutions to mid-market and enterprise businesses either on-premise or cloud-based. The Directors believe Maintel has long lasting relationships and retains the highest level of accreditations with its core vendors. With more than 20 years' experience, Maintel specialises in combining the skills and technologies from its vendors with the capabilities of its in-house experts to provide complete end-to-end solutions to its customers.
Its technology portfolio encompasses UC, contact centre, workforce optimisation, networking and security, mobile and connectivity services for mid-market and enterprise businesses in the private and public sector.
The Group has moved towards increasing its exposure to Managed Services and technology and professional services which are of a higher recurring revenue nature, combined with progression from legacy services (e.g. calls and lines). The Group has a high level of recurring revenue, at 69 per cent. The Company's customer contracts are typically multi year on a rolling renewal basis. The Group has been consistently profitable and its growth has been both organic and through selective M&A activity, with management having successfully executed and integrated a range of acquisitions since 2006.
Products and services
The Group operates in four segments: Managed Services, mobile, network services and technology and professional services. 
Managed Services
The Managed Services revenue stream comes from providing maintenance, service (including monitoring and asset management) and support for on- and off-premise voice and data equipment, including UC, contact centre, data and network security products and hosted & cloud services. These contracts are typically multi-year.
Due to a mixture of both organic and acquired growth, revenue has increased over the last five years and the product mix has changed towards the new Mitel and Avaya products.
The Managed Services revenue stream, worth 23.9 million in FY2015, is largely recurring, based on delivery of a scope of service to an agreed service level agreement.
Technology and professional services
The technology and professional service division is made up of the sales of technology (equipment) and associated professional services (consultancy, project management and implementation engineering). The acquisitions of Datapoint and Proximity have led to an increase in this revenue stream.
Network services division
The network services division sells a portfolio of services which includes telephone line rental, inbound and outbound telephone calls, data connectivity, internet access and hosted IP telephony solutions. These services complement those offered by the other divisions.
Over the past 5 years, the revenue mix within the division has moved away from the traditional line rental and calls to the newer data and hosted services.
Mobile division
Maintel Mobile derives its revenue primarily from commissions received under its dealer agreements with Vodafone and O2, supplemented by revenue derived from ongoing customer monthly spend and hardware (mobile phone) sales.
Key Strengths
 Industry leading position on Avaya and Mitel portfolios;
 Quality of earnings: strength of the commercial model, driven by strong margins and a high level of recurring revenues;
 Attractive client list: limited customer concentration across all areas of technical provision, including public sector emergency and other mission-critical services;
 International network able to support customers globally: global customers demonstrate reach and the reliability of the established global support network;
 Strong public sector focus with access to government contracts;
 High level of partner support: strong relationships with technology partners mean the Company can leverage its skills to deliver innovative solutions; and
 Combining skills and technologies from market leading vendors with its in-house experts, Maintel provides complete and top end solutions delivered on premise or within the cloud.
Location and Employees
The Company has offices in London, Thatcham, Manchester and Dublin and employed approximately 270 people, as at 31 December 2015.
Overview financial information on Maintel
Certain of Maintel's audited historical financial information for the three financial years ended 31 December 2013, 31 December 2014 and 31 December 2015 is summarise below:
Year ended
31 December
2013
m
Year ended
31 December
2014
m
Year ended
31 December
2015
m
Revenue
31.1
41.9
50.6
Profit before tax
3.6
3.8
4.2
Adjusted* profit before tax
5.2
6.1
7.3
EBITDA
4.7
5.6
6.8
Adjusted** EBITDA
5.4
6.4
7.7
*Adjusted for customer relationship intangibles and exceptional items.
**Adjusted for exceptional items.
Sales and Routes to Market
Direct Sales
Maintel's direct route to market, which accounts for the majority of sales, is focused on mid-market to larger enterprises and the public sector, offering its full range of products and services including specialist contact centre requirements. Direct customers include businesses such as CGI, Telegraph Media Group, and Age UK. Maintel is also active in the public sector, for example Maintel was awarded the Crown Commercial Service Network Services Framework to supply Public Sector organisations in August 2015, giving it privileged access across eight core areas of communications products and services to national and local public sector organisations.
In November 2015, Maintel was awarded the government G-Cloud 7 framework that allows the Company to offer cloud based UC services to the public sector. The proposition is based on the Company's Mitel cloud product and offers the public sector an opex-based, as opposed to a capex-based, service proposition.
Indirect Sales
Sales also come from Maintel's network of over 40 Channel Partners whom Maintel actively supports with sales engagement and customer relationships. Channel Partners can be broadly categorised as follows:
 Hardware and software resellers: these organisations, which typically supply equipment such as PBXs, data equipment and software, use Maintel for technical, installation and support coverage and skills. Such partners include both domestic companies and international companies who need a partner and presence in the UK and continental Europe.
 Systems integrators: these organisations provide consultancy, services, support and solutions to larger companies and the public sector and need third-party partners, such as Maintel, to meet customers' needs.
 Carriers and mobile operators: these organisations are focused on large enterprise business, who look to take the whole communications spend under one roof but outsource specialist services such as UC and contact centre support to companies like Maintel. Such partners include Vodafone and O2.
Cross-selling
The breadth of Maintel's service offering, combined with the nature of its attractive customer base, provides considerable opportunities to cross-sell business divisions. Currently, approximately one third of Maintel's customers are customers of more than one of its business divisions. This growth strategy has been a sales focus for the Group as a whole and will continue to be a focus for the Group in terms of Azzurri Communications' customers.
On Completion, the Enlarged Group will continue to use these direct, indirect and cross-selling routes to market.
Accreditations
Maintel is one of the limited number of providers in the UK to achieve ISO20000, an international standard for IT service management. The Company holds ISO9000 certification for its quality management, ISO14001 for its environmental management system and ISO27001 certification for its information security, which is increasingly important for enterprise businesses.
4. MARKET OPPORTUNITY AND COMPETITIVE ENVIRONMENT
Market Opportunity
The increasing breadth of technology solutions means that in house specialists often lack capacity, scale, experience, or knowledge of alternative solutions. UCaaS providers act as experts in delivering best of breed combinations of communications and networks, with this concept of outsourcing becoming increasingly popular. The UC market sits at a point of convergence between traditional telecoms and IT services offering users a common eco system with anytime, anywhere, connectivity from any device. The UK data services market continues to be driven by outsourcing; this is largely driven by businesses transitioning from capexto-opex based provisioning models and continued proliferation of data.
Due to the increasing confidence in the reliability and security of wide area network connections and the adoption by almost all vendors of virtualisable software-based communications platforms, the Directors believe that the telecoms industry will see a continued move towards communications platforms deployed in public, private and virtual private clouds, especially in the SME and enterprise sectors, in order to improve competitive position through providing greater agility in the workplace and reducing costs. Maintel is already deploying and supporting deployments in all three of these cloud models.
Competitive Landscape
The Directors believe that technological change has led to the convergence between the traditionally distinct IT service, data and telecommunications sectors. The Directors believe that the Acquisition will solidify the Enlarged Group's position in the UC market.
5. ENLARGED GROUP STRATEGY
Strategy
The Group's strategy is to maintain and further its leading position in the UC and contact centre market for mid-sized and enterprise customers. The Directors believe that the Enlarged Group will have a more competitive position in its market, retaining the opportunity to deliver the flexibility customers require while benefitting from its increased scale, more favourable negotiating position with key suppliers, breadth of expertise and its combined track record to instil credibility and confidence in the Enlarged Group.
It is anticipated that the Acquisition will accelerate the shift in business towards hosted cloud services and data networking whilst increasing scope and scale in Managed Services, the areas where the Directors believe there is significant opportunity.
While the Directors' strategy remains focused on organic growth, the fragmented nature of the Managed Services market could present further opportunities to acquire complementary businesses that the Directors may consider if they believe them to be accretive to Shareholder value.
Integration Plan
The Company has developed a comprehensive plan to ensure the success of the Acquisition and the engagement of both businesses in delivering their respective goals and targets, as well as the opportunities to leverage the best of both. The plan creates a single operation, under one brand, going to market as one company with a common strategy, vision and culture.
An integration director will be appointed to implement the plan and realise the synergies and to continually refine the plan, ensuring that further areas of synergy opportunity are identified. The Directors anticipate that this process will be ongoing for approximately two years post completion of the Acquisition.
The plan identifies the need to deliver a high level of service and communication to customers, especially the top 100 customers of the combined business, during the initial integration period.
Integration Synergies
On completion of the Proposals, it is intended that the Enlarged Group be headquartered in London with other main offices in Thatcham, Dublin, Burnley, Weybridge, Fareham and Aldridge.
The Directors expect the Enlarged Group to achieve significant cost savings, primarily through operating expenditure (workforce rationalisation, property, marketing, legal and professional fees and IT licences), and cost of sales (vendor savings, supplier rationalisation, improved purchasing power, managed data service contracts brought in-house, ceased lines and economies of scale).
The synergies described above are expected to result in an annualised cost saving of approximately 4.6 million (operating expenditure savings: approximately 3.8 million and cost of sales savings: approximately 0.8 million) from the full financial year to 31 December 2017 and beyond. Achieving the cost savings is estimated to cost approximately 1.0 million in cash in the year ending 31 December 2016. 1.9 million of cost savings are expected to be realised in the financial year ending 31 December 2016.
In addition to the above, the Enlarged Group will have an improved product offering for cross selling and upselling purposes. Furthermore, the Company's existing customers will be able to access a full range of hosted and Managed Services products through Azzurri Communications' ICON platform and the Company's broad suite of and capability in UC and contact centre on premise solutions should enable Azzurri Communications to target additional managed and technology and professional services opportunities. Additional synergies are also expected from inter alia, certain software licences and systems migration (including billing, IT platform and management information reporting).
6. CURRENT TRADING AND PROSPECTS
Maintel Group
The Group achieved revenue of 50.6 million for 2015, up 21 per cent. from the 41.9 million in 2014, with recurring revenue at 69 per cent. Profit before tax (adjusted for exceptional items) was up 19 per cent. to 7.3 million from the 6.1 million in 2014, and EPS (adjusted for exceptional items) increased by 29 per cent. to 60.3p (2014: 46.7p).
While Q1 2016 initially saw a relatively slow start to the year, the Directors are confident in an outlook for continued revenue growth. This is supported by two new managed service wins in the insurance and utility sectors which are expected to generate a combined annualised revenue run rate of approximately 3.0 million in due course. In addition, the Group is in advanced discussions over a single, large multi-million  revenue contract that could yet benefit this year's turnover. With the sales pipeline now at record levels, the Board remains confident for the year ahead and looks forward to providing you with further updates in due course
Azzurri Communications Group
Azzurri Communications Group's focus over the past 12 months has been on cost restructuring, increasing efficiency, better supply chain management and profit margin improvement. Azzurri Communications Group's broad product portfolio, including its ICON platform, should enable it to grow in line with the increasing demand for cloudbased unified communications services. Whilst revenue has been declining over the last few years, the rate of decline has now slowed and gross profit margin has stabilised.
7. PRINCIPAL TERMS AND CONDITIONS OF THE ACQUISITION
Acquisition of Azzurri Communications Group
On 8 April 2016, the Company entered into the Acquisition Agreement with, inter alia, the Sellers to acquire from the Sellers their entire legal and beneficial interest in the share capital of Warden Holdco and Warden Midco, being, respectively, the holding company and the intermediate holding company of Azzurri Communications, for an aggregate consideration of 1.00. The terms of the Acquisition Agreement provide that the Company will acquire the Azzurri Communications Group with its then existing senior debt and other indebtedness and that the Company will procure the repayment of the Azzurri Communications Group's then existing senior debt and other indebtedness immediately following Completion. Certain indebtedness of the Azzurri Communications Group to holders of Warden Midco loan notes amounting to approximately 500,000 will be extinguished prior to the Acquisition. This equates to an enterprise value for Azzurri Communications Group of 48.5 million.
Minority shareholders in Warden Holdco and Warden Midco
In addition to the Sellers, there are certain other shareholders in Warden Holdco and Warden Midco holding a minority of shares in Warden Holdco and Warden Midco. In connection with these minority shareholdings:
 certain institutions, being the Minority SPA Sellers, who hold minority shareholdings in either Warden Holdco and/or Warden Midco shall sell the shares held by them in the share capital of either company pursuant to the Minority SPAs; and
 the remaining minority shareholders in Warden Holdco shall be required by the Sellers to transfer the shares held by them in Warden Holdco to the Company in accordance with the compulsory transfer (so-called drag along) provisions contained within the articles of association of Warden Holdco which provide for the distribution of the 'Exit Proceeds' (as defined therein) in accordance with a prescribed repayment mechanism.
In this instance, no payment will be due to the Minority SPA Sellers or the dragged shareholders as the aggregate consideration payable by the Company for the Acquisition is 1.00 in aggregate which will be retained by the Company on behalf of the Sellers, the Minority SPA Sellers and the dragged shareholders.
Conditions to Acquisition
Completion of the Acquisition is conditional upon:
 approval of the Acquisition by Shareholders at the General Meeting;
 Admission of the Placing Shares;
 the Placing Agreement being in full force and effect and the New Facilities being available for draw down; and
 the Company receiving on the Completion Date:
o the transfer by the Sellers of all rights, title and interests in the shares held by them in Warden Holdco and Warden Midco;
o the transfer by the Minority SPA Sellers of all rights, title and interests as exist in the Minority SPA Shares held by the Minority SPA Sellers; and
o the transfer of all rights, title and interests as exist in the Holdco Dragged Shares.
Waiver of Condition
Whilst the Directors do not expect any issues with the operation of the compulsory transfer provisions, and the articles of association of Warden Holdco contain relevant provisions in order to implement the transfer of the Holdco Dragged Shares, there is the possibility that the shareholders being subjected to the drag along provisions may challenge the operation of the drag along. The Acquisition Agreement provides that the Company may elect to waive the condition that they must receive the entire issued share capital of Warden Holdco and Warden Midco in circumstances where 95 per cent. or more (but less than 100 per cent.) of the entire issued share capital of Warden Holdco and Warden Midco is capable of being transferred to the Company.
Warranties
The Acquisition Agreement includes title warranties from the Sellers in favour of the Company, with each Seller's liability under the Acquisition Agreement limited to the amount of consideration received by the Seller. Warranties in respect of Azzurri Communications Group are included in a Warranty Deed and a tax indemnity included in a Tax Deed. The Company has procured a warranty and indemnity insurance policy in the aggregate value of 25 million and it will be unable to recover in respect of the first 500,000 of claims (in which event can seek to claim for the excess thereafter). Claims under this policy are subject to certain financial limitations and caps and also, in the usual way, to matters fairly disclosed by the Warrantors.
8. FINANCIAL IMPACT OF THE ACQUISITION
Maintel is financing the Acquisition and associated expenses through (i) a Placing, raising gross proceeds of 24.0 million and (ii) approximately 36.0 million of new debt (part of which, amongst other things, will be used to finance the Acquisition and associated costs) to be drawn in conjunction with Completion under the New Facilities.
The Acquisition is expected to be immediately earnings enhancing.
The Company entered into New Facilities with The Royal Bank of Scotland plc on or around 8 April 2016. The New Facilities total 36 million in committed funds (with an option to borrow up to a further 20 million in uncommitted accordion facilities) and are replacing the Company's existing facilities with Lloyds Bank plc. Utilisation of the New Facilities is subject to a number of conditions precedent to be satisfied prior to or immediately on Completion. The Company's existing term and revolving facilities with Lloyds Bank plc will be repaid and terminated.
The Company's Articles restrict the powers of the Company and its subsidiaries to be able to put in place debt finance and other indebtedness in the nature of borrowings. This is done by capping the amount of permitted borrowings of the Group by reference to a multiple of three times the amount of the capital and reserves of the Group as shown in the latest audited balance sheet of the Group. Although this limit is not expected to be exceeded once a consolidated audited balance sheet is prepared for the Enlarged Group, this cap will be exceeded on the basis of the current latest audited balance sheet of the Group. Accordingly, in accordance with the Articles, in the Resolutions Shareholders are being invited to approve the increase in permitted borrowings resulting from entry into the New Facilities and drawdown under the New Facilities.
The New Facilities will be used by the Company to refinance the Company's existing facilities and to part fund the Acquisition and associated costs, with the remainder being made available to fund the general corporate and working capital purpose of the Enlarged Group.
The Directors believe that the cash generation from the Enlarged Group will mean that the Enlarged Group will rapidly deleverage.
9. DIRECTORS
The Board currently comprises the following Directors:
John Booth, Non Executive Chairman (age 57)
John was appointed chairman of Maintel in 1996. He also chairs or acts as a non executive director of several private companies in investment management and media, and is a consultant to Herald Venture Partners. John's earlier career was spent in equity investment and broking where he held various senior positions including Head of Equities at Bankers Trust and co founder and executive chairman until 2011 of the Link Group, acquired by ICAP plc in 2008. He is a Fellow of Merton College, Oxford and a trustee of several charities in which role he serves on a number of investment committees.
Eddie Buxton, Chief Executive Officer (age 55)
Eddie has over 20 years' experience in the telecommunications sector and was appointed chief executive in February 2009. He joined Maintel from Redstone Plc where he was Managing Director of the Telecoms division. Prior to that, Eddie was the Business Customer Director at Centrica Telecommunications (Onetel) which was successfully sold in 2005 to Carphone Warehouse, and held Sales Director roles at NTL and Cable & Wireless.
Angus McCaffery,Executive Director (age 49)
Angus co founded Maintel in 1991 and was the Group's sales and marketing director until this role was assumed by Stuart Legg in late 2014. He now focuses on finding larger organic and inorganic opportunities as well as maintaining the relationships with the Company's larger partners and the overall development of the Company. He is also a non executive director of Nasstar Plc, the AIM listed cloud computing provider.
Mark Townsend, Chief Financial Officer (age 53)
Mark was appointed to the Board on 8 April 2016. Mark is a Chartered Accountant having qualified with Price Waterhouse (now PwC) in 1988. He has extensive operational and commercial experience across FMCG, retail, construction and rental sectors. Previously he was Group Finance Director at Livingston Ltd. During his time there, he assisted in a successful sale of the business to a PE-backed acquirer. Prior to Livingston, Mark was Group Finance Director at Brogan Group for 5 years and has held senior finance positions with Oriflame Cosmetics SA and Pitney Bowes Ltd.
Kevin Stevens, Group Operations Director (age 50)
Kevin was appointed to the Board on 1 January 2014. He joined the Group in June 2010 and has been a director of the main trading company, Maintel Europe Limited, since December 2011. He has worked in the Communications and IT industry since 1981, holding senior operations and general management positions with Genesis Telecommunications, Xpert Communications, Redstone and Westcon Convergence, with a focus on improving business operations, process and customer service.
Stuart Legg,Group Sales and Marketing Director (age 43)
Stuart was appointed to the Board on 8 April 2016. Stuart has over 23 years' experience in the telecommunications industry, focusing on delivering applications for Nortel, CISCO and Avaya portfolios. Stuart was a part of the senior management team who sold Mettoni to Enghouse in 2010 and was a board member of Proximity prior to its acquisition by the Company in 2014.
Annette Nabavi, Non Executive Director (age 63)
Annette was appointed to the Board on 30 June 2014. She is also a non executive Director on the board of the IPSE, the Association of Independent Professionals and the Self Employed, a director of Women in Telecoms & Technology (WiTT) Ltd and a member of the Advisory Board of the National Media Museum. Annette undertakes corporate finance advisory work with AHV Associates LLP and previously held the positions of Global Head of Telecoms Business Development at ING Barings, Managing Director of XchangePoint Holdings Ltd and she was a Senior Partner at the PA Consulting Group.
Nicholas Taylor, Non Executive Director (age 49)
Nicholas has extensive experience of working with growing organisations, principally in the media and communications industries. He has worked as a consultant and in house, in both an executive and non executive capacity and has held senior positions in both private and public businesses and in the not for profit sector.
10. INTENTIONS OF THE DIRECTORS IN RELATION TO THE PLACING 
John Booth, who currently holds 2,760,301 Ordinary Shares (representing 25.63 per cent. of the Existing Ordinary Shares) intends to subscribe in the Placing and Angus McCaffery, who currently holds 2,055,629 Ordinary Shares (representing 19.09 per cent. of the Existing Ordinary Shares), also intends to subscribe in the Placing. 
11. INFORMATION ON THE PLACING
24.0 million (before fees and expenses) is being raised by way of a placing of Ordinary Shares at a placing price of 700 pence per Ordinary Share. The Placing Shares will represent approximately per cent. of the Enlarged Group's issued share capital immediately following Admission. The Placing Price represents a discount of approximately 0.7 per cent. to the closing middle market price of 705 pence per Ordinary Share on 7 April 2016 (being the latest practicable day prior to publication of this announcement). The Placing is not being underwritten. The net proceeds will be used to fund the Acquisition.
The Placing Agreement contains certain provisions (including customary market related provisions) entitling finnCap and Oakley to terminate the Placing Agreement in certain limited circumstances at any time prior to Admission.
The Placing is conditional on the Placing Agreement becoming unconditional (and not being terminated) and the Placing Agreement is conditional, among other things: (i) the approval by shareholders of the Resolutions to be proposed at the General Meeting which will grant authority to the Directors to allot the Placing Shares and disapply pre-emption rights in respect of the Placing Shares; (ii) the Acquisition Agreement remaining in full force and effect and all conditions under the Acquisition Agreement capable of being satisfied prior to the date of Admission having been satisfied and all conditions under the Acquisition Agreement required to be satisfied after the date of Admission remaining capable of being satisfied; (iii) all conditions under the New Facilities required to be satisfied prior to the date of Admission having been satisfied; and (iv) on Admission becoming effective by no later than 8.00 a.m. on 28 April 2016 (or such later time, not being later than 8 a.m. on 31 May 2016, as Maintel, finnCap and Oakley may agree). Admission is expected to become effective, and dealings in the Placing Shares to commence, at 8.00 a.m. on 28 April 2016. The Placing Agreement is not subject to any right of termination after Admission.
An application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM. The Placing Shares will be issued credited as fully paid and will, on Admission, rank pari passu with the Group's existing issued Ordinary Shares. Upon Admission, Maintel's enlarged issued share capital will comprise 14,197,059 Ordinary Shares with voting rights. Maintel does not hold any shares in treasury. This figure of 14,197,059 Ordinary Shares may be used by shareholders in Maintel following Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of Maintel under the FCA's Disclosure and Transparency Rules.
The Acquisition is conditional upon Admission and, accordingly, the Placing will complete before completion of the Acquisition. It is possible that the condition under the Acquisition Agreement regarding the delivery of the Holdco Dragged Shares may remain outstanding at the time of Admission. In the unlikely event that Admission occurs, but the conditions precedent in the Acquisition Agreement are not satisfied or waived, the Acquisition will not complete. In this scenario, the Directors intend that the proceeds of the Placing be invested elsewhere or returned to Shareholders in due course, subject to legal or other restrictions on so doing.
12. GENERAL MEETING
A notice convening the General Meeting, for 11.00 a.m. on 27 April 2016 to be held at the Company's offices of 160 Blackfriars Road, London SE1 8EZ will be set out in the end of the Admission Document to be posted to Shareholders later today. The business to be considered at the General Meeting will be set out in the notice together with the explanatory notes to the Resolutions.
13. RECOMMENDATIONS AND IRREVOCABLE UNDERTAKINGS
The Directors consider, for the reasons set out above, that the Proposals are in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors recommend that you vote in favour of the Resolutions at the General Meeting.
The Directors who hold interests in Ordinary Shares have irrevocably undertaken to vote in favour of the resolutions to be proposed at the General Meeting in respect of a total of 4,839,262 Ordinary Shares, representing approximately 44.94 per cent. of the Existing Ordinary Shares.
In addition to the Directors, certain other Shareholders have irrevocably undertaken to vote in favour of the Resolutions in respect of the Ordinary Shares in which they are interested, amounting, in aggregate, to 7,593,259Ordinary Shares, representing approximately 70.5 per cent. of the Existing Ordinary Shares.
APPENDIX 
TERMS AND CONDITIONS OF THE PLACING 
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE, OR SOLICITATION OF AN OFFER TO PURCHASE SECURITIES, IN THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES UNLESS THE PLACING SHARES ARE REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED. PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT IN OR INTO THE UNITED STATES, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH THE PLACING.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. 
No action has been taken by the Company, finnCap, Oakley or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. 
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the FSMA does not apply.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety.
By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:
(1) it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
(2) in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:
a. it is a Qualified Investor within the meaning of Article 2(1)(e) of the Prospectus Directive; and
b. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:
i. the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of finnCap has been given to the offer or resale; or
ii. where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and
(3) it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion, and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement; and
(4) it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and
(5) except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.
No prospectus
No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement, the Admission Document (a placing proof of which has been provided to each Placee) and any information publicly announced through RNS by or on behalf of the Company on or prior to the date of this Announcement (together, the "Available Information") and subject to any further terms set forth in the contract note to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information, representation, warranty or statement (other than in the Available Information) made by or on behalf of finnCap, Oakley or the Company or any other person and none of finnCap, Oakley, the Company or any other person acting on such person's behalf nor any of their affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Details of the Acquisition and the Placing
The proposed Acquisition constitutes a reverse takeover for the purposes of the AIM Rules and accordingly requires shareholder approval, which is being sought at the General Meeting to be held at the Company's offices of 160 Blackfriars Road, London SE1 8EZ at 11.00 a.m. on 27 April 2016 and also requires publication of the Admission Document describing the Enlarged Group.
The Company proposes to finance the Acquisition through a drawdown under the New Facilities and the net proceeds of the Placing.
The Placing is conditional on, amongst other things, the approval by Shareholders of the Resolutions to be proposed at the General Meeting which will grant authority to the Directors to allot the Placing Shares and disapply pre-emption rights in respect of the Placing Shares. The Admission Document, containing details of the Acquisition and the Placing as well as the notice of General Meeting will be posted on the Company's website and sent to shareholders shortly following completion of the Bookbuild.
The Acquisition is conditional on, amongst other things, (i) the passing of resolutions by Shareholders at the General Meeting to approve the Acquisition; and (ii) Admission. In addition, it is a condition to the Acquisition that vendors of Warden Holdco must deliver to the Company the entire legal and beneficial interest in the share capital of Warden Holdco and Warden Midco. Certain institutions who hold minority shareholdings in either Warden Holdco and/or Warden Midco shall also sell any shares held by them in the share capital of either company pursuant to the conditional share purchase agreements between the Company and each of these institutions. The remaining minority shareholders in Warden Holdco shall be dragged by the vendors of Warden Holdco in accordance with the drag along provisions contained within the articles of association of Warden Holdco. The Acquisition Agreement provides that this condition may, at the Company's discretion be deemed satisfied upon delivery of 95 per cent of the entire issued share capital of Warden Holdco. 
The Acquisition is conditional upon implementation of the drag along provisions and satisfaction of the ownership condition described above following Admission and, accordingly, the Placing will complete before completion of the Acquisition. It is possible that the ownership condition of the Acquisition Agreement will remain outstanding at the time of Admission. In the unlikely event that Admission occurs, yet this condition to Acquisition remains unsatisfied, the Acquisition may not complete. In this scenario, the Directors intend that the proceeds of the Placing be invested elsewhere or returned to Shareholders in due course, subject to legal or other restrictions on so doing.
Details of the Placing Agreement and the Placing Shares
finnCap and Oakley have today entered into the Placing Agreement with the Company and its Directors under which, on the terms and subject to the conditions set out in the Placing Agreement, finnCap and Oakley, each as agent for and on behalf of the Company, have agreed to use their respective reasonable endeavours to procure Placees for the Placing Shares at the Placing Price, where the exact number of the Placing Shares to be allocated and issued to each Placee shall be determined following completion of an accelerated bookbuilding process (the "Bookbuild") described in this amendment and set out in the Placing Agreement. The Placing is not underwritten.
The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared or made in respect of the Ordinary Shares following Admission.
Application for admission to trading
Application will be made to the London Stock Exchange for Admission subject to (i) shareholder approval and (ii) the Placing becoming unconditional (save for any conditions relating to Admission.
It is expected that Admission will take place at 8.00 a.m. on 28 April 2016 and that dealings in the Placing Shares on AIM will commence at the same time.
Save for members of the finnCap Group and Oakley Group and their affiliates (in each case, as defined in the Placing Agreement), no one other than the parties to the Placing Agreement shall be entitled to enforce rights or enjoy any terms under the Placing Agreement under the Contracts (Rights of Third Parties) Act 1999. 
Principal terms of the Placing
1. finnCap is acting as nominated adviser and broker to the Placing, as agent for and on behalf of the Company in relation to the Placing. finnCap is regulated by the FCA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of finnCap or for providing advice in relation to the matters described in this Announcement. 
2. Oakley is acting as financial adviser to the Company and as agent for and on behalf of the Company in relation to the Placing. Oakley is regulated by the FCA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Oakley or for providing advice in relation to the matters described in this Announcement.
3. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by finnCap or Oakley to participate. Each of finnCap and Oakley and any of their respective affiliates is entitled to participate in the Placing as principal.
4. The Placing Price is fixed at 700 pence and is payable to finnCap by all Placees.
5. Each Placee's allocation in the Bookbuild will be determined by finnCap or Oakley (as applicable) in its discretion following consultation with the Company and will be confirmed orally by finnCap and a contract note will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of finnCap and the Company, under which it agrees to acquire the number of Placing Shares allocated to it on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with finnCap's consent, such commitment will not be capable of variation or revocation at the time at which it is submitted. 
6. The Bookbuild is expected to close no later than 1:00 p.m. (London time) on 8 April 2016, but may be closed earlier or later at finnCap's discretion. The Company reserves the right (upon agreement of finnCap) to reduce or seek to increase the amount to be raised pursuant to the Placing in its absolute discretion. finnCap and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.
7. Each Placee's allocation and commitment will be confirmed and evidenced by a contract note issued to such Placee by finnCap which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to finnCap. The terms of this Appendix will be deemed incorporated in that contract note.
8. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to finnCap (as agent for the Company), to pay on Admission to finnCap (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
9. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
10. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".
11. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
12. To the fullest extent permissible by law and applicable FCA rules, none of (a) finnCap, (b) any of finnCap's affiliates, agents, directors, officers consultants (c) to the extent not contained within (a) or (b), any person connected with finnCap as defined in FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of finnCap) (d) Oakley, (e) any of Oakley's affiliates, agents, directors, officers consultants or (f) to the extent not contained within (d) or (e), any person connected with Oakley as defined in FSMA ((e) and (f) being together "affiliates" and individually an "affiliate" of Oakley) shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, none of finnCap, Oakley or any of its respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of finnCap's or Oakley's conduct of the Placing or of such alternative method of effecting the Placing as finnCap, Oakley and the Company may agree.
Registration and Settlement
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by finnCap in accordance with either the standing CREST or certificated settlement instructions which they have in place with finnCap.
Settlement of transactions in the Placing Shares (ISIN: GB00B046YG73) will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a T+2 basis unless otherwise notified by finnCap and is expected to occur at 8.00 a.m. on 28 April 2016 (the "Settlement Date") in accordance with the contract notes. Settlement will be on a delivery versus payment (DVP) basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and finnCap may agree that the Placing Shares should be issued in certificated form. finnCap reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by finnCap.
The expected timetable for settlement will be as follows:
Trade Date
26 April 2016
Settlement Date
28 April 2016
ISIN Code
GB00B046YG73
SEDOL
B046YG7
Deadline for input instruction into CREST
10.00 a.m. on 26 April 2016
Please refer to the contract note for the CREST ID of finnCap.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
The obligations of finnCap and Oakley under the Placing Agreement are, and the Placing is, conditional upon, inter alia:
(a) the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
(b) the passing of the Resolutions at the General Meeting by no later than 27 April 2016 (or any adjourned meeting);
(c) the Placing Agreement having not been terminated in accordance with its terms prior to Admission;
(d) the Acquisition Agreement having been entered into by the parties thereto and remaining in full force and effect and all conditions under the Acquisition Agreement capable of being satisfied prior to the date of Admission having been satisfied and all conditions under the Acquisition Agreement required to be satisfied after the date of Admission remaining capable of being satisfied;
(e) all conditions precedent under the New Facilities having been satisfied to the extent that those obligations are required to be performed prior to Admission; and
(f) Admission occurring not later than 8.00 a.m. on 28 April; 2016 or such later time as finnCap and Oakley may agree in writing with the Company (but in any event not later than the Long Stop Date.
(all conditions to the obligations of finnCap and Oakley included in the Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company, finnCap and Oakley may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.
Certain conditions may be waived in whole or in part by finnCap and Oakley in their absolute discretion by notice in writing to the Company and finnCap and Oakley may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
finnCap or Oakley may terminate the Placing Agreement in certain circumstances, details of which are set out below. 
None of finnCap, Oakley, any of its respective affiliates, agents, directors, officers or employees or the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of finnCap and Oakley.
Termination of the Placing
finnCap or Oakley may terminate the Placing Agreement at any time prior to Admission if, inter alia:
1. there shall occur or come into effect any change in national or international financial, economic, political or market conditions which in the reasonable opinion of the Placing Agents is likely to materially and adversely affect the financial position, the business or the prospects of the Enlarged Group, or in the reasonable opinion of the Placing Agents is likely to have a material adverse effect on the Placing so as to render the Placing temporarily or permanently impracticable or inadvisable;
2. finnCap or Oakley becomes aware that:
a. there has been a material adverse change in the financial position and/or prospects of the Enlarged Group;
b. there has been a material breach of any of the warranties contained in the Placing Agreement and/or there are circumstances which, if such circumstances had occurred or arisen before the date of the Placing Agreement, would constitute a material breach of any of the warranties contained therein by reference to the facts and circumstances from time to time subsisting; or
3. any of the conditions set out in the Placing Agreement has not been satisfied by the latest time provided, or shall, in the reasonable opinion of finnCap and Oakley, have become incapable of fulfilment before the latest time and has not been waived; or
4. the Company will be required to produce a supplementary Admission Document;
5. it comes to the notice of the Placing Agents that:
a. any statement contained in any of the Placing Documents (as defined in the Placing Agreement) has become untrue, incorrect or misleading in any material respect which the Placing Agents (acting in good faith) consider to be material in the context of the Placing or that any matter which the Placing Agents (acting in good faith) consider to be material in the context of the Placing has arisen which would, if the Placing Documents were published at that time, constitute a material omission therefrom; or
b. a matter has arisen which is likely to give rise to a claim under any of the indemnities given by the Company under the Placing Agreement which the Placing Agents (acting in good faith) considers to be material in the context of the Placing by reference to the facts subsisting at the time when the notice referred to below is given; or
6. the Company or any of the Directors shall have failed to comply with their obligations under the Placing Agreement, FSMA, the Companies Act 2006, the AIM Rules, the City Code on Takeovers and Mergers or the Prospectus Rules published by the FCA.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company, finnCap and Oakley that the exercise by the Company, finnCap or Oakley of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company, finnCap or Oakley or for agreement between the Company, finnCap or Oakley (as the case may be) and that none of the Company, finnCap or Oakley need make any reference to such Placee and that none of the Company, finnCap, Oakley or any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees with the Company, finnCap and Oakley that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by finnCap of a contract note confirming each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) that (save where finnCap and Oakley expressly agree in writing to the contrary):
1. it has read and understood this Announcement (including this Appendix) and the placing proof of the Admission Document in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Available Information;
2. (i) the Placing and Admission are not conditional on the completion of the Acquisition; (ii)Admission will occur prior to completion of the Acquisition; and (iii) it is possible that the Acquisition will not complete;
3. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Directive; and (b) has been or will be prepared in connection with the Placing;
4. the Ordinary Shares are admitted to trading on AIM and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
5. it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and none of finnCap, Oakley or the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the placing proof of the Admission Document; nor has it requested finnCap, Oakley, the Company, any of their respective affiliates, agents, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;
6. none of finnCap, Oakley nor any person acting on behalf of them nor any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any publicly available information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
7. the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement and the Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Available Information; (b) none of finnCap, Oakley or the Company (nor any of their respective affiliates, agents, directors, officers and employees) have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement and the Available Information; (c) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and (d) has not relied on any investigation that finnCap, Oakley or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
8. the content of this Announcement and the Available Information has been prepared by and is exclusively the responsibility of the Company and that none of finnCap, Oakley nor any persons acting on behalf of any of them is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement and the Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement and the Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;
9. the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;
10. it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, subject to any change to be communicated via RNS, and will do all things necessary on its part to ensure that payment for such shares and their delivery to it is completed with the standing CREST instructions that it has in place with finnCap, failing which the relevant Placing Shares may be placed or sold by finnCap in accordance with paragraph 20 below;
11. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire in connection with the Placing, and that the Company or finnCap or Oakley may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
12. it and/or each person on whose behalf it is participating:
a. is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
b. has fully observed such laws and regulations;
c. has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
d. has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;
13. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
14. it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States, it is not a "U.S. person" and it is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, RegulationS under the Securities Act;
15. the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws and no representation is being made as to the availability of my assumption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares; 
16. it is not taking up or acquiring the Placing Shares as a result of any "directed selling efforts" (as defined in Regulation S under the Securities Act) with respect to the Placing Shares by either the Company or any of its affiliates (as defined in Rule 405 under the Securities Act or any person acting on its or their behalf);
17. it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;
18. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
19. (i) none of finnCap, Oakley, its respective affiliates and any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of finnCap or Oakley and neither finnCap nor Oakley has any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right, and (ii) that neither it nor, as the case may be, its clients expect finnCap or Oakley to have any duties or responsibilities to it similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook of Rules and Guidance, and that finnCap and Oakley are not acting for it or its clients, and that finnCap and Oakley will not be responsible to any person other than the Company for providing protections afforded to its clients;
20. it has the funds available to pay for the Placing Shares for which it has agreed to subscribes and acknowledges and agrees that it will make payment to finnCap for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which any or all of the relevant Placing Shares may be placed with others or sold by finnCap on their behalf on such terms as finnCap or Oakley (as applicable) determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;
21. no action has been or will be taken by any of the Company, finnCap, Oakley or any person acting on behalf of the Company, finnCap or Oakley that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
22. the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. Neither finnCap, Oakley nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company, finnCap and Oakley in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of finnCap or Oakley or transferred to a CREST stock account of finnCap or Oakley who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
23. it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company, finnCap and/or Oakley for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
24. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
25. it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the EEA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Directive;
26. it is a person of a kind described in: (a) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of the FSMA; and (b) section 86(7) of the FSMA ("Qualified Investor"), being a person falling within Article 2.1(e) of the Prospectus Directive. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
27. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that neither finnCap nor Oakley has approved this Announcement in their capacity as authorised persons under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
28. it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
29. represents and warrants that, if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the express prior written consent of finnCap has been given to the offer or resale;
30. it has neither received nor relied on any confidential price sensitive information concerns in the Company in accepting this invitation to participate in the Placing;
31. none of finnCap, Oakley, any of its respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;
32. none of finnCap, Oakley, the Company or any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of finnCap, Oakley, the Company or its respective affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of finnCap's or Oakley's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
33. finnCap, Oakley and each of its respective affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, finnCap, Oakley and/or any of their respective affiliates acting as an investor for its or their own account(s). None of finnCap, Oakley or the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
34. it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of such third party as required by the Regulations;
35. it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, section 118 of the FSMA and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
36. in order to ensure compliance with the Money Laundering Regulations 2007, finnCap, Oakley (each for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to finnCap, Oakley or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at finnCap's or Oakley's (as applicable) absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at finnCap's, Oakley's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity finnCap, Oakley (each for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, finnCap, Oakley and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
37. acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the contract note will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's, finnCap's or Oakley's conduct of the Placing;
38. it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
39. it irrevocably appoints any duly authorised officer of finnCap or Oakley (as applicable) as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;
40. the Company, finnCap, Oakley and others (including each of their respective affiliates, agents, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to finnCap and Oakley, each on its own behalf and on behalf of the Company and are irrevocable;
41. if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
42. time is of the essence as regards its obligations under this Appendix;
43. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to finnCap or Oakley;
44. it will be bound by the terms of the Articles;
45. the Placing Shares will be issued subject to the terms and conditions of this Appendix; 
46. these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company, finnCap or Oakley in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, and finnCap and Oakley and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by the Company, and finnCap and Oakley and each of their respective affiliates, agents, directors, officers and employees arising from the performance of the Placee's obligations as set out in this Appendix, and further agrees that the provisions of this Appendix shall survive after completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company, finnCap nor Oakley shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify finnCap or Oakley accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company, finnCap and Oakley in the event that either the Company, finnCap and/or Oakley have incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to each of finnCap and Oakley for itself and on behalf of the Company and are irrevocable and will survive completion of the Placing.
Each Placee and any person acting on behalf of the Placee acknowledges that finnCap and Oakley does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.
When a Placee or any person acting on behalf of the Placee is dealing with finnCap or Oakley, any money held in an account with finnCap or Oakley on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from finnCap's or Oakley's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.
References to time in this Announcement are to London time, unless otherwise stated.
All times and dates in this Announcement may be subject to amendment. 
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this Announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. While the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this Announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this Announcement.
No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
DEFINITIONS
"Acquisition" 
the proposed acquisition of the Azzurri Communications Group by the Company pursuant to the terms of the Acquisition Agreement;
"Acquisition Agreement"
the conditional agreement dated 8 April 2016 between (1)the Sellers (2) the Company and (3) Warden Holdco relating to the Acquisition;
"Act" 
the Companies Act 2006;
"Admission" 
the admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with the AIM Rules;
"Affliates"
any person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified
"AIM" 
 
the Alternative Investment Market, a market operated by the London Stock Exchange;
"AIM Rules" 
the rules for companies governing admission to and the operation of AIM, published by the London Stock Exchange;
"AIM Rules for Nominated Advisers" 
the rules for nominated advisers setting out the eligibility, ongoing obligations and certain disciplinary matters in relation to nominated advisers published by the London Stock Exchange;
"Articles" or "Articles of Association"
the articles of association of the Company in force;
"Azzurri Communications"  
Azzurri Communications Limited, a company incorporated under the laws of England and Wales with registered number 03934288, being a wholly owned subsidiary of Warden Midco;
"Azzurri Communications Group" 
Warden Holdco and Warden Midco being, respectively, the holding company and intermediate holding company of Azzurri Communications and its subsidiaries;
"Board"
the board of directors of the Company from time to time or a duly constituted committee thereof;
"certificated" or "in certificated form" 
a share or other security which is not in uncertificated form (i.e. not in CREST);
"Company" or "Maintel"
Maintel Holdings Plc, a company incorporated in England and Wales with registered number 03181729 whose registered office is at 160 Blackfriars Road, London, SE1 8EZ;
"Completion" 
 
completion of the Acquisition in accordance with the terms of the Acquisition Agreement;
"CREST"  
the system for the paperless settlement of share transfers and the holding of uncertificated shares operated by Euroclear UK & Ireland Limited;
"CREST Regulations" 
the Uncertificated Securities Regulations 2001 (SI 2001/3755);
"Datapoint" 
together, Maintel International Limited (formerly Datapoint Communications Limited), Datapoint Customer Solutions Limited and Datapoint Global Services Limited;
"Directors" 
the directors of the Company;
"Disclosure and Transparency Rules"
the disclosure and transparency rules issued by the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA;
"EEA"
European Economic Area 
"Enlarged Group"  
the Maintel Group and the Azzurri Communications Group, following Completion of the Acquisition;
"Enlarged Share Capital" 
the issued ordinary share capital of the Company on Admission following the Placing comprising the Existing Ordinary Shares and the Placing Shares;
"Executive Directors" 
the Directors, excluding John Booth and the Independent Directors; "Existing Ordinary Shares" the 10,768,487 Ordinary Shares in issue;
"FCA" 
the Financial Conduct Authority;
"finnCap" 
finnCap Ltd, a company incorporated in England and Wales with registered number 06198898;
"Form of Proxy" 
the form of proxy for use in connection with the General Meeting;
"FSMA" 
the Financial Services and Markets Act 2000, as amended;
"General Meeting"
means the general meeting of the Company, to be held at 160 Blackfriars Road, London, SE1 8EZ on 27 April 2016 at 11 a.m.;
"Governance Code" 
the UK Corporate Governance Code on principles of good corporate governance and code of best practice published by the Financial Reporting Council in September 2012, as amended from time to time;
"Group" or "Maintel Group"
the Company and its subsidiaries;
"HMRC" 
HM Revenue and Customs;
"Holdco Dragged Shares" 
means the shares in the share capital of Warden Holdco which are not held by either the Sellers or the Minority SPA Sellers;
"Independent Directors"
Annette Nabavi and Nicholas Taylor;
"ISIN" 
International Securities Identification Number;
"London Stock Exchange" 
London Stock Exchange plc;
"Longstop Date" 
31 May 2016, or such later date as the parties may agree;
"LTIP" 
the Maintel 2015 Long Term Incentive Plan;
"Minority SPA Sellers"
means Silverfleet, RBC, NAB and Investec;
"Minority SPA Shares"
means the shares held in the share capital of either Warden Holdco and/or Warden Midco by the Minority SPA Sellers at the date of this document;
"Minority SPAs"
means the Investec Minority SPA, the NAB Investments Minority
SPA, the RBC Minority SPA and the Silverfleet Minority SPA;
"New Articles" or "New Articles of Association"
the new articles of association of the Company to be adopted pursuant to the Resolutions;
"New Facilities"
a 36 million revolving credit facility (with an additional 20 million uncommitted accordion facility);
"Oakley" 
Oakley Capital Limited, a company incorporated in England and Wales with registered number 04091922;
"Official List" 
the official list of the FCA;
"Option Plan" 
the Maintel Holdings Plc 2009 Option Plan;
"Options" 
options to acquire or subscribe for Ordinary Shares pursuant to the Share Plans;
"Ordinary Shares" 
ordinary shares of one pence each in the capital of the Company;
"Placees" 
the persons who have confirmed their agreement to participate in the Placing and to subscribe for Placing Shares pursuant to the Placing;
"Placing" 
the conditional placing of the Placing Shares pursuant to the Placing Agreement;
"Placing Agents" 
finnCap and Oakley;
"Placing Agreement"
the conditional agreement dated 8 April 2016 between finnCap, Oakley, the Company, and the Directors relating to the Placing;
"Placing Price" 
700 pence per Placing Share;
"Placing Shares" 
the 3,428,572 new Ordinary Shares to be issued by the Company pursuant to the Placing;
"Proposals" 
the Acquisition, the passing of the Resolutions, the Placing and Admission;
"Prospectus Rules" 
the prospectus rules of the FCA made pursuant to section 73A of FSMA;
"Proximity" 
Proximity Communications Limited, a wholly owned subsidiary of the Company;
"Remuneration Committee" 
the remuneration committee of the Company as constituted from time to time;
"Resolutions" 
the resolutions in the notice of the General Meeting (and each a "Resolution");
"RNS"
Regulatory Information Service, a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website, and operated by the London Stock Exchange;
"Sellers"
FinPart B.V., NIBC Bank N.V., Barclays Converted Investments No 2 Limited, Globe Nominees Limited, Remich Holding I Sa rl, BOI-IF Services No5 Company, AIB Ventures Capital Limited, North Westerly CLO III B.V.
"Shareholder" 
a holder of an Ordinary Share;
"Share Plans" 
the LTIP, the Option Plan and the SIP;
"SIP" 
the Maintel Holdings Share Incentive Plan;
"Takeover Code" 
the City Code on Takeovers and Mergers;
"Tax Deed"
the tax deed dated 8 April 2016 between (1) the Warrantors and (2) the Company relating to the Acquisition;
"TIDM" 
trading instrument display mnemonic;
"UK" or "United Kingdom" 
the United Kingdom of Great Britain and Northern Ireland;
"uncertificated" 
an Ordinary Share recorded on the Company's register as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
"US" or "United States"
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;
"Warden Holdco" 
Warden Holdco Limited, a company incorporated under the laws of England and Wales with registered number 07857625, the holding company of Warden Midco and, indirectly, the holding company of Azzurri Communications;
"Warden Midco"  
"Warranty Deed"
Warden Midco Limited, a company incorporated under the laws of England and Wales with registered number 08713482, the holding company of Azzurri Communications;
the warranty deed dated 8 April 2016 between (1) the Warrantors and (2) the Company relating to the Acquisition.
GLOSSARY OF TECHNICAL TERMS
"Avaya" 
Avaya Inc. is an American multinational technology company headquartered in Santa Clara, California that provides multinational business communication solutions for customer and team engagement;
"B2B" 
business-to-business;
"Channel Partners" 
a company partner that markets and sells Maintel's products, services and/or technologies alongside its own offering;
"cloud" 
a technology enabling the provision of elastic, scalable computing resources to end users over a public or private network where such computing resources are delivered as a service (and not a product);
"FTE" 
full time equivalent is a unit that indicates the workload of an employed person in a way that makes workloads comparable across various contexts;
"IP" 
Internet Protocol;
"IPT" 
Internet Protocol Telephony;
"LAN" 
Local Area Network;
"Managed Services" 
outsourced information technology and networks;
"PBX" 
Private Branch Exchange, a private telephone network used within a company. Users of the PBX phone system share a number of outside lines for making external phone calls;
"SME" 
small and medium sized enterprises;
"UCaaS" 
Unified Communications as a Service;
"Unified Communications" or "UC"
the integration of software tools that are designed to help people easily communicate from the computing device that is being used;
"VoIP" 
Voice over Internet Protocol;
"WANs" 
Wide Area Networks.

This information is provided by RNS
The company news service from the London Stock Exchange
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