THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or the action you should take, you are recommended to seek your own financial advice immediately from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 ("FSMA").

This Document comprises a prospectus relating to Alpha Growth plc (the "Company") prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the "FCA") made under section 73A of FSMA and approved by the FCA under section 87A of FSMA. This Document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules.

Application(s) will be made to the FCA for the New Ordinary Shares in the Company to be admitted to the Official List of the FCA (the "Official List") (by way of a standard listing) under Chapter 14 of the listing rules published by the FCA under section 73A of FSMA as amended from time to time (the "Listing Rules") and to the London Stock Exchange plc (the "London Stock Exchange") for such New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will become effective, and that unconditional dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 15 May 2019.

THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ BY PROSPECTIVE INVESTORS. YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NEW ORDINARY SHARES, AS SET OUT IN THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 13 OF THIS DOCUMENT.

The Directors, whose names appear on page 25, and the Company, accept responsibility for the information contained in this Document. To the best of the knowledge of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and contains no omission likely to affect its import.

ALPHA GROWTH PLC

(incorporated in England and Wales under company number 09734404)

Offer of 30,400,000 New Ordinary Shares of £0.001 each

This Document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer or invitation to buy or subscribe for, New Ordinary Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company.

The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States or under applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the New Ordinary Shares may not be, offered, sold, resold, transferred or distributed, directly or indirectly, within, into or in the United States or to or for the account or benefit of persons in the United States, Australia, Canada, Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction.

The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed comment upon or endorsed the merits of the Offer or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

The Existing Ordinary Shares are admitted to the Standard Listing segment of the Official List and the New Ordinary Shares will also be admitted to the Standard Listing segment. A Standard Listing will afford investors in the Company a lower level of regulatory protection than that afforded to investors in companies with Premium Listings on the Official List, which are subject to additional obligations under the Listing Rules.

It should be noted that the FCA will not have authority to (and will not) monitor the Company's compliance with any of the Listing Rules which the Company has indicated herein that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company to so comply.

SUMMARY	3
RISK FACTORS 13
CONSEQUENCES OF A STANDARD LISTING20
IMPORTANT INFORMATION21
EXPECTED TIMETABLE OF PRINCIPAL EVENTS24
OFFER STATISTICS 24
DEALING CODES 24
DIRECTORS AND ADVISERS 25
PART I INFORMATION ON THE COMPANY AND BUSINESS OVERVIEW	26
PART II INDUSTRY OVERVIEW 35
PART III THE COMPANY AND THE BOARD38
PART IV THE OFFER41
PART V SHARE CAPITAL, LIQUIDITY AND CAPITAL RESOURCES AND ACCOUNTING
POLICIES 42
PART VI HISTORICAL FINANCIAL INFORMATION44
PART VII OPERATING AND FINANCIAL REVIEW OF THE COMPANY45
PART VIII CAPITALISATION AND INDEBTEDNESS OF THE COMPANY	47
PART IX TAXATION49
PART X ADDITIONAL INFORMATION 51
PART XI NOTICES TO INVESTORS64
PART XII DEFINITIONS66

SUMMARY

Summaries are made up of disclosure requirements known as "Elements''. These elements are numbered in Sections A - E (A.1 - E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable''.

		Section A - Introduction and warnings
Element	Disclosure requirement	Disclosure
A.1	Warning	This summary should be read as an introduction to the Prospectus.
		Any decision to invest in the securities should be based on consideration of the Prospectus as a whole, by the investor.
		Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated.
		Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in such securities.
A.2	Consent for intermediaries	Not applicable. No consent has been given by the Company or any person responsible for drawing up this Prospectus to the use of the Prospectus for subsequent resale or final placement of securities by financial intermediaries.

		Section B - Issuer
Element	Disclosure requirement	Disclosure
B.1	Legal and commercial name	Alpha Growth Plc (the Company)
B.2	Domicile and legal form	The Company was incorporated and registered in England and Wales on 15 August 2015 as a private limited company and re registered on 20 November 2015 as a public limited company.
B.3	Current operations / Principal activities and markets	The Company's business is to provide advice and consultancy services to existing and prospective holders of SLS Assets, including advice on acquisition and disposal strategies, performance monitoring, and analytical services in relation to such assets.

		One of the acquisition strategies that the Company intends to use is the establishment of SPVs to acquire SLS Assets which will be funded by bonds. The Company will provide specialist advisory services to the SPVs and the relevant corporate finance adviser engaged for the purpose of the bond issue and acquisition. The Company will then provide on-going advisory services to these SPVs. In January 2019, the Company acquired Alpha Longevity Management Limited to assist with arranging, advising and managing investments for qualified investors.
		As announced on 30 April 2019, the Company's wholly owned subsidiary Alpha Longevity Management Limited has been appointed as manager to BlackOak Alpha Growth Fund, an open ended fund investing in life settlements which has been seeded with c.\$15m of initial capital. Alpha's role as manager involves leading on marketing efforts and on the fund's SLS Asset portfolio acquisition and disposal strategies.
		The Company has commenced discussions with certain ultra-high net worth ("UHNW") individuals and vehicles on establishing separate managed accounts which would see the establishment of a special purpose entity to carry out activities, in this case being investment into SLS Assets. The Company would be engaged as the manager of the special purpose entities.
		The Company advises only in relation to SLS Assets originated in the United States where the Senior Life Settlement market is highly regulated and the SEC has recognised the SLS Asset class as a security.
		The Company only advises Institutions and does not and will not advise any retail clients.
B.4	Significant trends	The SLS industry itself is relatively immature (having only been established in the late 1980s/early 1990s). As it has grown, it has become increasingly the subject of regulatory oversight in the United States (and elsewhere) particularly due to the potential for retail investors to be mis-sold direct interests in SLS Assets, which are complex assets and which tend to be sold in large portfolios rather than on an individual basis. This regulatory oversight is likely to continue.
		However, the Company will not be involved in the sale to retail investors of underlying SLS Assets or the solicitation of SLS Assets from retail investors. Generally, retail investors will not be involved in the Company's business.
		As an asset class, the appeal of SLS Assets has grown with the increase in the number of policies being sold on the secondary market. Investors consider the SLS Asset class as being stable and producing good yields. This has been driven by an increase in post-retirement life expectancies particularly as the "baby boomer" generation reaches retirement. The sale of SLS Assets by the original Insured provides an immediate cash benefit and means no further monthly premiums are payable by the original Insured. As more of that generation retires the Company expects the number of

		available Policies in the secondary market to increase, which should increase the number of potential advisory opportunities.
B.5	Group structure	The Company is the holding company of its group. It has three wholly-owned subsidiaries, being Alpha Longevity Management Limited, Colva Insurance Services Corp and Policy Acquisition & Conveyance LLC and one 50 per cent. subsidiary being BOAGF GP, LLC.
B.6	Major shareholders	As at 9 May 2019 (being the latest practicable date prior to publication of this Document), the Company was aware of the following Shareholders with a notifiable interest in the issued shares of the Company:
		Shareholder	Number of Ordinary Shares	Issued share capital (%)
		Gobind Sahney	12,758,333	10.07
		Mike Staten	12,500,000	9.87
		Mike Noble	12,119,696	9.57
		Andrew Dennan	5,962,500	4.71
		Rory Heier	5,962,500	4.71
		Save as disclosed in this Element, the Company is not aware of any person who, as at 9 May 2019, directly or indirectly, has a holding which is notifiable under English law.
		The Company is not aware of any persons who, as at 9 May 2019, directly or indirectly, jointly or severally, exercise or could exercise control over the Company nor is the Company aware of any arrangements the operation of which may at a subsequent date result in a change of control of the Company.
		None of the Company's major shareholders has different voting rights. To the extent known to the Company, the Company is not directly or indirectly owned or controlled by any person or any group of persons.
B.7	Selected historical key information	The following statements position and cash flow statement was drawn up as at 31 August 2018. 2019.	of comprehensive income, financial There has been no significant change since 28 February

Statement of Comprehensive	Year ended	Year ended	Year ended
Income	31 August 2018	31 August 2017	31 August 2016
	£	£	£
Continuing operations
Operating expenses	(479,995)	(5,677)	(99,200)
Operating loss	(479,995)	(5,677)	(99,200)
Interest income	-	7	24
Interest expense	(1,712)	-	-
Loss before taxation	(481,707)	(5,670)	(99,176)
Taxation	-	-	-
Loss for the year	(481,707)	(5,670)	(99,176)
Other comprehensive income for the year	-	-	-
Total comprehensive loss for the year attributable to the equity owners	(481,707)	(5,670)	(99,176)
Earnings per share from continuing operations attributable to the equity owners

Basic and diluted earnings per share (pence per share)	(0.05p)	(0.01p)	(0.2p)

Statement of Financial Position
	As at	As at	As at
	31 August 2018	31 August 2017	31 August 2016
	£	£	£
Assets
Current assets
Trade and other receivables	32,653	10,428	10,428
Cash and cash equivalents	107,083	1,726	14,396
Total current assets	139,736	12,154	14,824
Total assets	139,736	12,154	14,824
Equity and liabilities
Equity attributable to shareholders
Share capital	106,335	50,085	50,085
Share premium	561,898	60,915	60,915
Retained deficit	(586,553)	(104,846)	(99,176)
Total equity	81,680	6,154	11,824
Liabilities
Current liabilities
Trade and other payables	58,056	6,000	3000

Total liabilities	58,056	6,000	3000
Total equity and liabilities	139,736	12,154	14,824
Statement of Cash Flows

	Year ended	Year ended	Year ended
	31 August 2018	31 August 2017	31 August 2016
	£	£	£
Cash flow from operating activities
Loss before taxation	(481,707)	(5,670)	(991,176)
Adjustments for:
Share-based payment	15,000	-	1,000
Interest received	-	(7)	(24)
Changes in working capital
Increase in trade and other receivables	(20,225)	-	(10,428)
Increase in trade and other payables	52,056	3,000	3000
Net cash used in operating activities	(436,876)	(2,677)	(105,628)
Cash flows from financing activities
Proceeds from issuance of shares net of issue costs	542,233	-	110,000
Net cash generated from financing activities	542,233	-	110,000

	Cash flows from investing activities	-		-
	Interest received	-		7	24
	Net cash (used in)/ generated from investing activities	-		7	24
	Increase/(decrease) in cash and cash equivalents	105,357		(2,670)	4,396
	Cash and cash equivalents at beginning of period	1,726		4,396	-
	Cash and cash equivalents at end of period	107,083		1,726	4,396
B.8	Key pro forma financial information	Not applicable. information.	There is no such		key pro forma financial
B.9	Profit forecast	Not applicable. There is no profit forecast or estimate included in the Prospectus.
B.10	Qualified audit report	on the historical financial information			Not applicable; there are no qualifications in the accountant's report
B.11	Insufficient working capital	the Net Proceeds, is sufficient for its present requirements, that is for at least the 12 months from the date of this Document			Not applicable; the Company's working capital, taking into account

Section C – Securities
Element	Disclosure requirement	Disclosure
C.1	Type and class of securities	The Company proposes to issue 30,400,000 New Ordinary Shares pursuant to the Offer. The ISIN of the New Ordinary Shares is GB00BYWKBC49 and SEDOL BYWKBC4.
C.2	Currency	The currency of the securities issue is Pounds Sterling
C.3	Number of securities	As at the date of this Prospectus, the issued share capital of Company is £126,635 comprising 126,635,000 Ordinary Shares of £0.001 each (all of which were fully paid or credited as fully paid). The Company proposes to issue 30,400,000 New Ordinary Shares pursuant to the Offer and so following Admission, the issued share capital of the Company will be £157,035 comprising 157,035,000 Ordinary Shares.

C.4	Description of the rights attaching to the securities	The rights attaching to the New Ordinary Shares are uniform in all respects and they will form a single class along with the Existing Ordinary Shares for all purposes, including with respect to voting and for all dividends and other distributions thereafter declared, made or paid on the ordinary share capital of the Company. On a show of hands every owner of a Share in the capital of the Company (each a "Shareholder") who is present in person shall have one vote and on a poll every Shareholder present in person or by proxy shall have one vote per New Ordinary Shares. Except as provided by the rights and restrictions attached to any class of shares, Shareholders will under general law be entitled to participate in any surplus assets in a winding up in proportion to their shareholdings.
C.5	Restrictions on the free transferability of the securities	Subject to the terms of the Articles, any Shareholder may transfer all or any of his certificated Ordinary Shares by a stock transfer form. The Directors shall have power to implement and/or approve any arrangements they may, in their absolute discretion, think fit in relation to the evidencing of title to and transfer of interests in Ordinary Shares in the Company in uncertificated form.
C.6	Admission	Application will be made for the New Ordinary Shares to be issued pursuant to the Offer to be admitted to the standard segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that unconditional dealings will commence on the London Stock Exchange within two business days of allotment in respect of the New Ordinary Shares. It is expected that Admission will become effective and that unconditional dealings will commence at 8.00 a.m. on 15 May 2019. No application has been made or is currently intended to be made for the Ordinary Shares to be admitted to trading on any other exchange.
C.7	Dividend policy	The Company has not declared or paid any dividends since its admission to trading in December 2017. The Company will only pay dividends on the Ordinary Shares at such times (if any) and then in such amounts (if any) as the Board determines appropriate. The Company's current intention is to retain any earnings for use in its business operations, and the Company does not anticipate declaring any dividends in the foreseeable future. The Company will only pay dividends to the extent that to do so is in accordance with the Companies Act and all other applicable laws.

Section D – Risks
Element	Disclosure requirement	Disclosure
D.1	Key information on the key risks that are specific to the issuer or its industry	The Company's business is highly dependent on the market for SLS Assets. Adverse market conditions may have a significant effect on revenues and profitability.
		The Company's ability to attract new business is dependent on the

		maintenance of its reputation, and the reputation of the SLS Asset class.
		Regulatory changes to the SLS Asset class could be subject to review and future changes which could result in the Company operating with increased costs or its performance otherwise adversely affected.
		The Company's future success is dependent on the continued efforts of its executive Directors and key appointees. The loss of any key personnel or the loss of ability to attract additional relevant personnel as the Company grows could have an adverse effect on its business and trading results.
		The Company's future success is also dependent on its risk management policies, including in relation to its client acceptance procedures and exposure to potential negligence claims from clients.
D.3	Key information on the key risks specific to the securities	Notwithstanding the fact that an application will be made for the New Ordinary Shares to be admitted to the standard listing segment of the Official List, this should not be taken as implying that there will be a liquid market in the Ordinary Shares and, accordingly, it may be difficult for investors to sell their Ordinary Shares. The share price of a publicly traded company can be highly volatile and subject to steep and unexpected fluctuations, which could lead to losses for Shareholders.
		Investors should also be aware that shares listed on the Standard List may carry a higher degree of risk than those shares on the Premium List. The price which Investors may realise for their holding of Ordinary Shares, and when they are able to do so, may be influenced by a large number of factors, some of which are specific to the Company and others of which are extraneous.
		Further issues of Ordinary Shares (including in relation to the Offer) could dilute the holdings of Existing Shareholders and adversely affect the then prevailing share price. To the extent Existing Shareholders do not participate in the Offer, they will be diluted by c.19.4 per cent

Section E – Offer
Element	Disclosure requirement	Disclosure
E.1	Net proceeds and costs of the offer	The Net Proceeds of the Offer are approximately £383,000. The total expenses incurred (or to be incurred) by the Company in connection with the Offer are approximately £73,000.
E.2a	Reasons for the offer and use of proceeds	The Company is conducting the Offer to raise proceeds in order to launch its SLS Asset Class-backed warehousing SPVs, to pay for start-up costs relating to the establishment and launch of the BlackOak Alpha Growth Fund and to pay deferred Director salary and fees.

E.3	Terms and conditions of the	The Offer is conditional, inter alia, on Admission having become
	offer	effective at or before 8.00 a.m. on 15 May 2019.
		The Offer Price is £0.015 per New Ordinary Share.
		The Directors have received from Novum Securities Limited an irrevocable undertaking to subscribe for 30,400,000 New Ordinary Shares in aggregate at the Offer Price. The undertakings are unconditional and may not be withdrawn other than on a failure of the Company to achieve Admission.
E.4	Material interests	There are no interests, including conflicting interests, that are material to the Offer.
E.5	Selling shareholder and lock up	Not applicable; no person or entity is offering to sell the relevant securities.
E.6	Dilution	The Existing Shareholders who do not participate in the Offer will be diluted by approximately 19.4 per cent
E.7	Expenses charged to the investor	Not applicable; no expenses will be charged to the investors.

RISK FACTORS

Investment in the Company and the Ordinary Shares carries a significant degree of risk, including risks in relation to the Company's business strategy, potential conflicts of interest, risks relating to taxation and risks relating to the Ordinary Shares.

Prospective investors should note that the risks relating to the Company and the Ordinary Shares summarised in the section of this document headed "Summary" are the risks that the Directors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares. However, as the risks which the Company faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this document headed "Summary" but also, among other things, the risks and uncertainties described below.

The risks referred to below are those risks the Company and the Directors consider to be the material risks relating to the Company. However, there may be additional risks that the Company and the Directors do not currently consider to be material or of which the Company and the Directors are not currently aware that may adversely affect the Company's business, financial condition, results of operations or prospects. Investors should review this Document carefully and in its entirety and consult with their professional advisers before acquiring any Ordinary Shares. If any of the risks referred to in this Document were to occur, the results of operations, financial condition and prospects of the Company could be materially adversely affected. If that were to be the case, the trading price of the Ordinary Shares and/or the level of dividends or distributions (if any) received on the Ordinary Shares could decline significantly. Further, Investors could lose all or part of their investment.

RISKS RELATING TO THE COMPANY'S BUSINESS STRATEGY

The Company is yet to generate significant revenue

Since the 2017 IPO, the Company has not generated significant revenues from its advisory business. Whilst the Company and the Directors are confident that the Company will start to see concluded contracts which result in recognised and received revenues, the Company is reliant on third party clients to do so. As SLS Assets as a class are a niche investment class and many potential clients may not previously have considered an investment in SLS Assets, the Company has found that potential clients are undertaking considerably more due diligence and analysis than would ordinarily be the case prior to deciding whether to make investments into the class. This has had a consequential effect on the timing of the Company's ability to sign up clients for its advisory services. In the event that the Company cannot conclude sufficient contracts to generate significant revenues, the Company's ability to make profits and for shareholders to enjoy positive returns could be adversely affected. Whilst the Company is able to keep its costs low, in the event that it is unable to conclude significant contracts its financial condition may be adversely affected.

The Company may face significant competition for advisory opportunities

There may be significant competition for some or all of the advisory opportunities that the Company may explore. Such competition may come from direct competitors offering similar services or from public and private investment funds many of which may have extensive internal experience in managing longevity assets and/or SLS strategies and portfolios. A number of these competitors are likely to possess greater technical, financial and other resources than the Company. The Company cannot assure Investors that it will be successful against such competition or that such competition will not have an adverse effect on the level of fees it is able to charge.

Working Capital requirements

The ability of the Company to grow its business will be dependent on its ability to win additional and more lucrative advisory mandates. If the Company's assessment of the market opportunity and/or the cost of realising that opportunity proves to be incorrect, it may need to seek to raise further capital from its Shareholders on terms that cannot currently be determined. However, the Net Proceeds will be sufficient for the Company's projected working requirements for at least the first 12 months from the date of this document.

The Company may be subject to changes in regulation affecting its services and the SLS Asset class

The SLS Asset class in the United States is highly regulated and will likely continue to be the focus of increasing regulatory oversight.

Whilst the Company believes that it is well appraised of the regulatory framework which underpins the SLS Asset class and does not itself need to be regulated in the United States in order to carry out its advisory activities, in the event that future regulatory changes restrict the operations of the Company or its clients or lead to a downturn in the prospects of the SLS Asset class, or impose increased compliance and regulatory capital costs, reduce investment returns or increase of associated fees, increased corporate governance and supervision costs, reduce the competitiveness of any business of the Company, reduce the ability of the Company to hire and retain key personnel or impose other restrictions and obligations, the Company's profitability could be adversely affected.

For example, whilst the Company will tend to advise clients on a diversification of underlying Insureds by US state, the regulation of sales of SLS Assets by the initial Insured differs state by state. Therefore if there are changes in legislation which have the result of making the sale of original SLS Assets more onerous or less attractive, this could affect valuations in the secondary and tertiary Policy sale markets which in turn could affect the Company's opportunity to win mandates relating to acquisition and sale of SLS Assets.

Non-compliance with such regulations could lead to fines, public reprimands, damage to reputation, increased prudential requirements, enforced suspension of operations or, in extreme cases, withdrawal of authorisations to operate.

Regulations to which the Company may be subject may also be interpreted or applied differently than in the past, which could have an adverse effect on the Company's business, financial condition, results of operations and/or prospects. In the event that the Company becomes subject to specific regulation regarding its activities, the Company will put in place such procedures as are necessary to ensure it complies with such regulation. However, there can be no assurance such procedures will definitively ensure that the Company is always acting with the confines of such regulation.

In relation to the SLS Asset class, the Company will only be dealing with US life settlements. In relation to the ability of UK institutions to invest in bonds, backed by SLS Asset class, it will be up to the institutions to assess their ability to invest in such securities and the related risks.

Risks relating to the BlackOak Alpha Growth Fund

The BlackOak Alpha Growth Fund has only recently been launched and so has no performance track record or history of delivering management fees, and therefore the Company's expectations as to performance may not be met. To the extent that its performance does not reach the internal forecasts of the Company, the Company's financial performance may be adversely affected and the Company may not be able to recoup all of the initial fees incurred in its establishment and on-going fees and expenses required to enable the Fund to be run.

Additionally, whilst the Company's subsidiary, Alpha Longevity Management, is manager to the Fund, the Fund's success will also be dependent on the performance of SL Investment Management, which is also a manager to the Fund, particularly in relation to the sourcing of SLS Assets. As SL Investment Management is a third party, the ability of the Company to directly manage it is limited. To the extent that SL Investment Management's objectives and aims in relation to the Fund diverge from the Company's, the returns which the Company anticipates making from management fees may be reduced.

Availability of professional team

The Directors have identified experienced industry operators to work for the Company in providing services to underlying clients. The Company seeks to appoint such persons as independent contractors rather than as full time employees. There is the risk that such contractors have conflicting commitments and so are unable to devote their services to the Company's clients. In the event that this occurs, the Company may not be able to provide clients with a full range of services until the replacement is identified and therefore the Company's ability to earn fees may be adversely affected. However, the Directors will maintain connections within the sector to mitigate this risk and, generally, the Company believes there are sufficient operators within the industry such that contractors will generally be available for engagement by the Company as required.

In addition, the Company will not necessarily be able to prevent its contractors from providing services to competitors or directly to potential or actual clients in the same way it would be able to do with employees. In the event of a contractor working for a competitor or client the Company's may find that its ability to win client advisory mandates is adversely affected.

The Directors will allocate their time to other businesses leading to potential conflicts of interest in their determination as to how much time to devote to the Company's affairs

The Company is dependent upon the Directors to manage the Company's business. None of the Directors are required to commit any specified amount of time to the Company's affairs and, accordingly, they may have conflicts of interest in allocating time among their business activities. The Company does not have key-man insurance on the lives of the Directors. The unexpected loss of the services of any of the Directors could have a material adverse effect on the Company's ability to identify and acquire clients.

The Company may be subject to foreign investment and exchange risks

The Company's functional and presentational currency is pounds sterling. As a result, the Company's consolidated financial statements will carry the Company's assets in sterling. The Company may denominate its financial information in a currency other than sterling, conduct operations or make sales in currencies other than sterling, in particular US dollars. Changes in exchange rates between sterling and other currencies could lead to significant changes in the Company's reported financial results between financial periods. Among the factors that may affect currency values are trade balances, levels of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political or regulatory developments. Although the Company may seek to manage its foreign exchange exposure, including by active use of hedging and derivative instruments, there is no assurance that such arrangements will be entered into or available at all times when the Company wishes to use them or that they will be sufficient to cover the risk.

The Company's risk management policies and procedures may prove inadequate

The Company will need to put in place risk management procedures in order to ensure that the advice it gives to clients is correct, that its clients are credit-worthy and that it does not become exposed to the business risks of its clients.

In addition, if the Company's clients have ineffective risk management procedures themselves this may adversely affect the Company's advisory income.

The Company may be subject to changes in regulation affecting its target clients

It remains uncertain to what extent the existing more rigorous regulatory climate will impact financial institutions and therefore, indirectly, affect the Company's target clients. Areas where changes could have an impact, other than those highlighted above, include:

the monetary, interest rate and other policies of central banks and regulatory authorities;
changes in government or regulatory policies that may significantly influence investor decisions in particular markets in which the Company may have operations;
changes in regulatory requirements, for example, relating to rules designed to promote financial stability and increase depositor protection;
changes in competition and pricing environments;
developments in the financial reporting environment;
new financial transaction related or other taxes;
financial stability measures, fiscal budget controls, exchange controls and controls on the international movement of capital; and
expropriation, nationalisation, confiscation of assets and changes in legislation relating to foreign ownership.

RISKS RELATING TO SLS ASSETS

Longevity risk

There is a risk that Insured persons will live longer than predicted. The longer an Insured lives, the more premiums that the beneficiary of a Policy will have to pay and the later death benefits will be realised. This may adversely affect the value of the underlying Policy to an owner if the owner does not have the money to continue to service the monthly premium payments. Whilst any potential Insured must undertake a medical evaluation before a Policy is underwritten, inaccurate forecasting of an Insured's life expectancy could result from, among other things: advances in medical treatment; inaccurate diagnosis or prognosis; changes to lifestyle habits or the Insured's ability to fight disease resulting in improved health; or fraud or misrepresentation by the Insured. Where a client is advised by the Company to purchase a portfolio of SLS Assets which does not perform as anticipated, the Company's reputation and ability to win further advisory work will be affected.

Although prices of Policies vary according to yield expectations determined by the life expectancy of the Insured, purchasers or potential purchasers of portfolios of SLS Assets may decide that rising life expectancies generally will result in SLSs as an asset class as being relatively unprofitable or unattractive. The Company's business so far as it concerns winning portfolio disposal and evaluation mandates will depend in part on the owners of SLS Assets mis-pricing their original purchases and those portfolios of SLS Assets retaining enough value to make obtaining advice from the Company, including a possible sale at a discount or restructuring, worthwhile. If these assumptions are incorrect, the Company's business will be adversely affected. If SLS as an asset class is seen as relatively unprofitable or unattractive it is also likely that there will be fewer acquisition mandate opportunities.

Database updating and delays

The key databases which the Company was intending to purchase following its 2017 IPO are currently being updated and the Company believes that this has had an adverse effect on the timing of portfolio transactions within the SLS Asset class. This belief is based on the Directors' knowledge of the sector and the fact that one potential client has specifically requested analysis from these databases in connection with any proposed transaction it enters into. Whilst the Company understands that the databases are expected to be updated in 2019, further delays could result in a consequential effect on the timing of transactions within the SLS Asset class that the Company could be advising on. Such further delays may have an adverse effect on the Company's financial performance.

Origination risk when purchasing Policies

However unlikely, in the event that any Policies held by clients of the Company are subject to challenge by the issuing insurance company and proceeds are withheld, the beneficiary may not be able to immediately realise the proceeds of the death of an Insured and may be required to expend professional fees in asserting rights under such Policies. Where the Company provides advisory services to clients, if a client's portfolio of SLS Assets faces such issues, the client may elect not to proceed with any actions needed to enforce such rights in which case the Company may not be able to continue to achieve advisory fees from such clients.

Fraud

In the event a Policy turns out to be fraudulent, the life insurance company may refuse payment on death of the Insured. Whilst the Company will adhere to its own strict due diligence processes in assessing Policies and will advise clients not to purchase Policies which are within the two year contestability period timeframe and will only advise on a purchase of Policies once the insurance company has confirmed that status of the beneficiary, this is no guarantee that a Policy will not later be assessed to be fraudulent. In the event that this issue arises, the client may be required to either write off the value of that Policy or expend professional fees in asserting its claims. In either case, the Company's results as adviser may be adversely affected.

Adverse publicity

Historically the opportunity to invest in SLS Assets has been offered both to retail and institutional investors through structures offering little or no visibility on returns with inappropriate fee structures and insufficient information on risk profiles. This has led to media and regulatory comment that investments in SLS Assets should not be undertaken by the mass retail market. The Company will not be engaged in soliciting from or selling such assets to retail investors, or providing advice to retail investors on the merits of investing in the asset class.

Instead it will offer an indirect exposure through its advisory business to Institutions. Notwithstanding this restricted client base, further or additional adverse media or regulatory comment on the suitability of SLS Assets as an asset class for retail investment, or generally, could have an impact on the Company and its profile.

Whilst the Company is not offering direct exposure to the SLS Asset class, the Financial Conduct Authority in the United Kingdom has recommended that traded life policy investments should not be marketed to or recommended to ordinary retail investors in the UK. Potential investors may decide that this will affect their investment decision in relation to the Company's Ordinary Shares which could lead to lack of liquidity.

Insolvency risk

The inability of the Company's clients to pay advisory fees due to their insolvency or other events affecting their business may affect the solvency of the Company. In addition any claim for negligent advice or other breach of an advisory mandate may affect the solvency of the Company. The Company's risk management policies will monitor these risks on an on-going basis.

In addition, the entire SLS Asset class could be affected by the insolvency of a life insurance company causing investors to look unfavourably on the asset class which would potentially restrict the Company's ability to win new advisory mandates.

Specific portfolio risks

The Company may be asked to advise on situations which have a distinct risk profile. One such risk includes the acquisition or disposal of portfolios of SLS Assets. The acquisition of SLS Assets requires specific knowledge of the life insurance business and the ability to understand the terms and conditions of the underlying policy. This presents a distinct risk for a client. In the context of an acquisition, the client is likely to ask the Company to carry out due diligence for the target portfolio. If the Company is negligent in the provision of advice either in connection with the solvency of an insurance company or due diligence on the acquisition of a portfolio of SLS Assets, it may suffer a claim referable to the value of the policies in question or other loss suffered by the client.

In the event that any of the underlying Policies are not properly assessed or issues are not highlighted, the value of the Policies and therefore the client's results of operations may be adversely affected. In particular, if the modelling behind the average mortality profile of the underlying Insured proves to be incorrect, the client will be required to pay more by way of monthly premiums than anticipated before receiving the payout under the Policy.

The same risk applies in reverse if the Company is asked to advise on a disposal of SLS Assets. In this case a claim may be made against the Company either directly under the terms of the advisory mandate or indirectly following a breach of any warranty given by the client to a buyer in relation to the SLS Assets.

The Company will seek to limit its liability in relation to these claims in its terms of business and mitigate any risk through insurance. However, in the event that the Company's data analysis and assumptions of Policy valuations carried out for its clients proves to be incorrect, the underlying client may suffer losses or reduced profitability and the Company may lose such mandates or receive less in the way of fees.

Whilst the Company will undertake detailed legal and regulatory due diligence for clients prior to their purchase of SLS Assets, such investigations will not necessarily uncover all relevant issues with a particular portfolio of Policies.

The need to continuously review risk management strategies for clients

Some of the Company's methods for advising on risk may be based upon observations of historical market behaviour (including statistical techniques which are applied to these observations to arrive at quantifications of a client's potential risk exposures). These methods may not accurately quantify a client's risk exposure, especially in situations that cannot be identified based on historical data. In particular, historical data may be incomplete or subject to later revision.

Following the global financial and economic crisis, models and techniques used to predict future conditions, behaviours and valuations have become less effective. As additional information becomes available, additional provisions may need to be made. If circumstances arise whereby the Company did not identify, anticipate or correctly evaluate certain risks in developing its statistical models, losses could be greater than the maximum losses envisaged under its risk management system. In addition, certain risks may not be accurately quantified by risk management systems. Material deficiencies in risk management or other internal control policies or procedures may result in significant market, regulatory or operational risk for clients, which may in turn have a material adverse effect on the Company's business, financial condition, results of operations and prospects.

Although the Company will use advisers and will purchase access to the longevity databases which it intends to use to underpin its analysis of portfolios for clients there is no guarantee that assumptions made by its advisors or interpretation of available data will necessarily be correct. In the event that the Company gives advice or recommendations to clients based on incorrect data or analysis it may not be able to generate sufficient repeat business and it may suffer claims from clients which adversely affect its operations.

RISKS RELATING TO DIRECTORS AND MANAGEMENT

The Company is dependent upon the Directors and Management to identify potential advisory mandates

The Company is dependent upon the Management to identify potential advisory mandates. A failure to identify suitable opportunities will have an adverse effect on the Company's performance. Once the Company has entered into advisory contracts if the Directors and Management are unable to effectively perform its required role, the Company's profitability and performance could be adversely affected.

The loss of the services of the Company's professionals could materially adversely affect the Company's performance

The performance of the Company will depend on the continued service of certain individuals and the ability to strategically recruit, retain and motivate new talented personnel. However, the Directors may not be successful in their efforts to recruit, retain and motivate the required personnel as the market for professionals experienced in dealing with the SLS Asset class is limited and highly competitive.

RISKS RELATING TO THE ORDINARY SHARES

The Standard Listing of the Ordinary Shares affords Investors a lower level of regulatory protection than a Premium Listing

The Company's Ordinary Shares are admitted to the Main Market with a Standard Listing. Application will be therefore be made for the New Ordinary Shares to be admitted to a Standard Listing. A Standard Listing affords Investors a lower level of regulatory protection than that afforded to investors in a company with a Premium Listing, which is subject to additional obligations under the Listing Rules.

Further details regarding the differences in the protections afforded by a Premium Listing as against a Standard Listing are set out in the section entitled "Consequences of a Standard Listing" on page 20.

The Company may be unable to transfer to a Premium Listing or other appropriate listing venue

The Company is not currently eligible for a Premium Listing under Chapter 6 of the Listing Rules. The Directors may, in future, seek to transfer the Company from a Standard Listing to either a Premium Listing or some other appropriate listing venue, based on the track record of the Company, subject to fulfilling the relevant eligibility criteria at the time. There can be no guarantee that the Company will meet such eligibility criteria or that a transfer to a Premium Listing or other appropriate listing venue will be achieved.

If the Company does not achieve a Premium Listing or the Directors decide to maintain the Standard Listing, the Company will not be obliged to comply with the higher standards of corporate governance or other requirements which it would be subject to upon achieving a Premium Listing and, for as long as the Company continues to have a Standard Listing, it will be required to continue to comply with the lesser standards applicable to a company with a Standard Listing. This would mean that the Company could be operating a substantial business but would not need to comply with such higher standards as a Premium Listing provides.

A market for the New Ordinary Shares may not develop, which would adversely affect the liquidity and price of the Ordinary Shares

The price of the New Ordinary Shares after their admission to trading may vary due to a number of factors, including but not limited to, general economic conditions and forecasts, the Company's general business condition and the release of its financial reports. Although the Company's current intention is that its securities should continue to trade on the London Stock Exchange, it cannot confirm that it will always do so. In addition, an active trading market for the New Ordinary Shares may not develop or, if developed, may not be maintained. Investors may be unable to sell their New Ordinary Shares unless a market can be established and maintained, and if the Company subsequently obtains a listing on an exchange in addition to, or in lieu of, the London Stock Exchange, the level of liquidity of the New Ordinary Shares may decline.

Investors may not be able to realise returns on their investment in Ordinary Shares within a period that they would consider to be reasonable

Investments in Ordinary Shares may be relatively illiquid. There may be a limited number of Shareholders and this may contribute both to infrequent trading in the Ordinary Shares on the London Stock Exchange and to volatile price movements. Investors should not expect that they will necessarily be able to realise their investment in Ordinary Shares within a period that they would regard as reasonable. Accordingly, the Ordinary Shares may not be suitable for short-term investment. Admission should not be taken as implying that there will be an active trading market for the Ordinary Shares. Even if an active trading market develops, the market price for the Ordinary Shares may fall below the Offer Price.

Dividend payments on the Ordinary Shares are not guaranteed and the Company does not intend to pay dividends within a guaranteed time frame

The Company has not paid or declared any dividends. To the extent the Company intends to pay dividends on the Ordinary Shares, it will pay such at such times (if any) and in such amounts (if any) as the Board determines appropriate and in accordance with applicable law, but expects to be principally reliant upon dividends received on shares held by it in any operating subsidiaries in order to do so. Payments of such dividends will be dependent on the availability of any dividends or other distributions from such subsidiaries. The Company can therefore give no assurance that it will be able to pay dividends going forward or as to the amount of such dividends, if any.

RISKS RELATING TO TAXATION

Changes in tax law and practice may reduce any net returns for Investors

The tax treatment of shareholders of the Company, any special purpose vehicle that the Company may establish and any company which the Company may acquire are all subject to changes in tax laws or practices in England and Wales or any other relevant jurisdiction. Any change may reduce any net return derived by Investors from a shareholding in the Company.

There can be no assurance that the Company will be able to make returns for Shareholders in a tax-efficient manner

The Company has made certain assumptions regarding taxation. However, if these assumptions are not correct, taxes may be imposed with respect to the Company's assets, or the Company may be subject to tax on its income, profits, gains or distributions (either on a liquidation and dissolution or otherwise) in a particular jurisdiction or jurisdictions in excess of taxes that were anticipated. This could alter the post-tax returns for Shareholders (or Shareholders in certain jurisdictions). The level of return for Shareholders may also be adversely affected. Any change in laws or tax authority practices could also adversely affect any post-tax returns of capital to Shareholders or payments of dividends (if any, which the Company does not envisage the payment of, at least in the short to medium term). In addition, the Company may incur costs in taking steps to mitigate any such adverse effect on the post-tax returns for Shareholders.

None of the risk factors are intended to qualify in any way the working capital statement given at paragraph 9 of Part X (Additional information) of this document.

CONSEQUENCES OF A STANDARD LISTING

Application will be made for the New Ordinary Shares to be admitted to listing on the Official List pursuant to Chapter 14 of the Listing Rules, which sets out the requirements for Standard Listings. As well as the provisions of Chapter 14 of the Listing Rules, Listing Principles 1 and 2 (as set out in Listing Rule 7.2.1) apply to the Company.

As the Company has a Standard Listing, it is not required to comply with the provisions of certain of the Listing Rules which apply to companies with a Premium Listing only, including:

Chapter 8 of the Listing Rules regarding the appointment of a sponsor to guide the Company in understanding and meeting its responsibilities under the Listing Rules in connection with certain matters. The Company has not and does not intend to appoint a sponsor or other comparable adviser in connection with the Offer or Admission;
Chapter 9 of the Listing Rules concerning continuing obligations, including the requirement to submit shareholder circulars to the FCA for prior approval;
Chapter 10 of the Listing Rules relating to significant transactions;
Chapter 11 of the Listing Rules regarding related party transactions;
Chapter 12 of the Listing Rules regarding purchases by the Company of its Ordinary Shares. In particular, the Company has not adopted a policy consistent with the provisions of Listing Rules 12.4.1 and 12.4.2; and
Chapter 13 of the Listing Rules regarding the form and content of circulars to be sent to Shareholders.

The Company is not currently eligible for a Premium Listing under Chapter 6 of the Listing Rules. The Directors may in future seek to transfer from a Standard Listing to either a Premium Listing or other appropriate stock market (although there can be no guarantee that the Company will fulfil the relevant eligibility criteria at the time and that a transfer to a Premium Listing or other appropriate stock market will be achieved). If a transfer to a Premium Listing is possible (and there can be no guarantee that it will be) and the Company decides to transfer to a Premium Listing, the various Listing Rules highlighted above will become mandatory and the Company will be required to comply with the continuing obligations contained within the Listing Rules in the same manner as any other company with a Premium Listing.

It should be noted that the FCA will not have the authority to (and will not) monitor the Company's compliance with any of the Listing Rules which the Company has indicated herein that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company so to comply.

IMPORTANT INFORMATION

In deciding whether or not to invest in New Ordinary Shares, prospective Investors should rely only on the information contained in this Document. No person has been authorised to give any information or make any representations other than as contained in this Document and, if given or made, such information or representations must not be relied on as having been authorised by the Company or the Directors. Without prejudice to the Company's obligations under FSMA, the Prospectus Rules, Listing Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, neither the delivery of this Document nor any subscription made under this Document shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Document or that the information contained herein is correct as at any time after its date.

Prospective Investors must not treat the contents of this Document or any subsequent communications from the Company or the Directors or any of their respective affiliates, officers, directors, employees or agents as advice relating to legal, taxation, accounting, regulatory, investment or any other matters.

The section headed "Summary" should be read as an introduction to this Document. Any decision to invest in the New Ordinary Shares should be based on consideration of this Document as a whole by the Investor. In particular, Investors must read the section headed "Section D—Risks" of the Summary together with the risks set out in the section headed "Risk Factors" beginning on page 13 of this Document.

This Document does not constitute, and may not be used for the purposes of, an offer to sell or an invitation or the solicitation of an offer or invitation to subscribe for or buy, any New Ordinary Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation. The distribution of this Document and the offering of the New Ordinary Shares in certain jurisdictions may be restricted. Accordingly, persons outside the United Kingdom who obtain possession of this document are required by the Company or the Directors to inform themselves about, and to observe any restrictions as to the offer or sale of New Ordinary Shares and the distribution of, this Document under the laws and regulations of any territory in connection with any applications for New Ordinary Shares, including obtaining any requisite governmental or other consent and observing any other formality prescribed in such territory. No action has been taken or will be taken in any jurisdiction by the Company or the Directors, that would permit a public offering of the Ordinary Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this Document other than in any jurisdiction where action for that purpose is required. Neither the Company nor the Directors accept any responsibility for any violation of any of these restrictions by any other person.

The New Ordinary Shares have not been and will not be registered under the Securities Act, or under any relevant securities laws of any state or other jurisdiction in the United States, or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares may not be, offered, sold, resold, reoffered, pledged, transferred, distributed or delivered, directly or indirectly, within, into or in the United States, Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan.

The New Ordinary Shares have not been approved or disapproved by the SEC, any federal or state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Ordinary Shares or confirmed the accuracy or determined the adequacy of the information contained in this Document. Any representation to the contrary is a criminal offence in the United States.

Investors may be required to bear the financial risk of an investment in the New Ordinary Shares for an indefinite period.

Selling and transfer restrictions

Prospective Investors should consider (to the extent relevant to them) the notices to residents of various countries set out in Part XI (Notices to Investors) of this document.

Investment considerations

In making an investment decision, prospective Investors must rely on their own examination, analysis and enquiry of the Company, this document and the terms of the Offer, including the merits and risks involved. The contents of this document are not to be construed as advice relating to legal, financial, taxation, investment decisions or any other matter. Prospective Investors should inform themselves as to:

the legal requirements within their own countries for the purchase, holding, transfer or other disposal of the New Ordinary Shares;
any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of the New Ordinary Shares which they might encounter; and
the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of the New Ordinary Shares or distributions by the Company, either on a liquidation and distribution or otherwise. Prospective Investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein.

An investment in the Company should be regarded as a long-term investment but there can be no assurance that the Company's objective will be achieved and price of the New Ordinary Shares, and any income from such New Ordinary Shares, can go down as well as up.

This document should be read in its entirety before making any investment in the Ordinary Shares. All Shareholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the Articles of Association of the Company, which Investors should review.

Forward-looking statements

This Document includes statements that are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs or current expectations of the Company and the Board of Directors concerning, among other things: (i) the Company's objective, acquisition and financing strategies, results of operations, financial condition, capital resources, prospects, capital appreciation of the Ordinary Shares and dividends; and (ii) future deal flow and implementation of active management strategies,. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies may differ materially from the forward-looking statements contained in this Document. In addition, even if the Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies are consistent with the forward-looking statements contained in this Document, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to:

the Company's ability to identify suitable business opportunities;
the Company's ability to ascertain the merits or risks of the operations of a target company or business;
the Company's ability to deploy the Net Proceeds on a timely basis;
the availability and cost of equity or debt capital for future transactions;
currency exchange rate fluctuations, as well as the success of the Company's hedging strategies in relation to such fluctuations (if such strategies are in fact used); and
legislative and/or regulatory changes, including changes in taxation regimes.

Prospective Investors should carefully review the "Risk Factors" section of this Document for a discussion of additional factors that could cause the Company's actual results to differ materially, before making an investment

decision. For the avoidance of doubt, nothing in this paragraph constitutes a qualification of the working capital statement contained in paragraph 9 of Part IX (Additional Information) of this document.

Forward-looking statements contained in this Document apply only as at the date of this Document. Subject to any obligations under the Listing Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and the Prospectus Rules, the Company undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Currency presentation

Unless otherwise indicated, all references to ''British pound sterling", ''sterling", ''£" or ''pounds" are to the lawful currency of the U.K. References to "US dollars", "US\$" or "dollars" are to the lawful currency of the USA.

No incorporation of website

The contents of any website of the Company do not form part of this Document.

Definitions

A list of defined terms used in this Document is set out in Part XII (Definitions) beginning at page 66.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this Document	10 May 2019
Admission and commencement of unconditional dealings in New Ordinary Shares	15 May 2019
Crediting of New Ordinary Shares to CREST Accounts	15 May 2019
Despatch of share certificates for New Ordinary Shares	Week of 27 May 2019
All references to time in this Document are to London time unless otherwise stated.
OFFER STATISTICS
Number of Existing Ordinary Shares	126,335,000
New Ordinary Shares in the Offer	30,400,000
Percentage of the Enlarged Share Capital represented by the New Ordinary Shares	19.4%
Offer Price per New Ordinary Share	£0.015
Gross Proceeds	£456,000
Net Proceeds receivable by the Company	£383,000
DEALING CODES
The dealing codes for the New Ordinary Shares will be as follows:

ISIN	GB00BYWKBC49
SEDOL	BYWKBC4
TIDM	ALGW
LEI Code	213800T46KFT32KYKR91

DIRECTORS AND ADVISERS

Directors	Gobind Sahney (Executive Chairman) Daniel Swick (Chief Operating Officer) Andrew Dennan (non-executive Director) Rory Heier (non-executive Director) Jason Sutherland (non-executive Director)
Company Secretary	Gobind Sahney
Registered Office	30 Percy Street London W1T 2DB
Offer Agent and Broker	Novum Securities Limited 8-10 Grosvenor Gardens London SW1W 0DH
Auditors	PKF Littlejohn LLP 1 Westferry Circus Canary Wharf London E14 5HD
Registrar	Share Registrars Limited The Courtyard 17 West Street Farnham Surrey GU9 7DR
Legal advisers to the Company as to English law	Charles Russell Speechlys LLP 5 Fleet Place London EC4M 7RD

PART I

INFORMATION ON THE COMPANY AND BUSINESS OVERVIEW

Introduction

The Company's business is to provide asset management services advice in connection with SLS Assets to existing and prospective holders of such assets. In doing so, the Company will provide holders and prospective holders with acquisition strategies, performance monitoring, and analytical services.

The Company advises only Institutions and is not engaged in originating or selling such assets directly to retail investors. The Company believes that through its management and expertise it is able to offer its clients access to its knowledge base and the US SLS market.

The secondary market in SLS Assets allows policy owners the ability to realise the market value of their policy by receiving a cash lump sum and to eliminate the requirement to pay on-going monthly premiums. For investors, the Company considers SLS Assets to be a highly predictable asset class with predictable cash flows for better than average risk adjusted returns, particularly where portfolio purchases can be achieved at an appropriate discount to expected value.

The Company believes that owners of SLS Assets, whether in the secondary or tertiary markets, will be willing to dispose of them if the economic cost of continuing to fund premium payments no longer meets the benefits or original reasons for owning the underlying policies to their maturity. It is this dynamic that creates the business opportunity for the Company's clients and for the Company.

The Company will not advise its clients or consider transacting business in an SLS Asset other than that which relates to an underlying US exposure. This is because the SLS market in the US is highly regulated. The Company will only advise on business relating to policies that are over two years old in order to avoid the statutory contestability period. The Policies which the Company will focus on are those with face values typically US\$250,000 - \$3,000.000 allowing the greater number of policies to be aggregated with relevant funds available, with an average age of insured of 80 years or more and life expectancies of less than 10 years. A holding of a large number of well diversified Policies increases the probability of achieving target returns and avoiding incorrectly assessed Policies.

The Company continues to finance its business through the Net Proceeds and proceeds received in its 2017 IPO. Since the 2017 IPO, the principal expenditure of the Company has been in connections with its marketing efforts, including engaging consultants to assist with related modelling/data queries. In addition, as announced on 1 March 2019 the Company acquired Colva Insurance Services Corp. Whilst the consideration for the purchase price of Colva is to be settled in Ordinary Shares, the Company incurred certain expenses in connection with the transaction. The Company expects in the near future to be able to finance its businesses from the fees generated by its advisory business.

SLS advisory business

The Company's business is to provide advisory and consultancy services to investors (and potential investors) in existing SLS Assets, but it will not advise any retail investors. SLS Assets are complex investments compared to equities, usually dealt with in large portfolios rather than on an individual basis and are not suitable for retail investors.

The Company is not a fund manager and does not buy or sell SLS Assets for its own account as a financial trade or investment. However, the Company has acquired Alpha Longevity Management Ltd ("ALM"), as announced on 17 July 2018, a dormant BVI registered licensed investment manager.

Through its joint venture with FCA regulated Alternative Investment Fund Manager SL Investment Management Ltd ("SLIM") (as announced on 21 November 2018 on the signing of the related head of terms and on 30 April 2019 on the launch of the fund), ALM will be manager to BlackOak Alpha Growth Fund ("BOAGF" or the "Fund"), an open-ended Cayman Island Exempt Limited Partnership, which will be investing in life settlements. BOAGF has received commitments for initial investment seed capital of approximately \$15m. ALM will incur certain upfront costs in connection with the launch of the Fund with a proportion to be reimbursed by SLIM.

ALM's role as manager to BOAGF is to involve leading on marketing efforts and to provide strategic advice on the fund's SLS Asset portfolio acquisition and disposal strategies, as well as the management of portfolios of SLS Assets. The activities which ALM will be performing for BOAGF will be similar to those which Alpha provides to other clients, being the provision of advice on the acquisition and disposal of portfolios and due diligence on transactions. In addition Alpha will assist with the marketing and fundraising activities of the Fund as well as investor relations matters.

ALM is a General Partner of the Limited Partnership, as is SLIM. BOAGF requires a minimum investment of \$250,000 and is open only to qualified investors. The Fund has a target return between 10 per cent. and 14 per cent., and provides investors with liquidity through quarterly redemption windows. The management fee of 1.5 per cent. per annum and an annual performance fee calculated as 20 per cent. of all returns in excess of the hurdle rate of 7 per cent.. Both the management and performance fees will be received each by the General Partners

The activities which the Company will be performing for BOAGF will be similar to those which it provides to other clients, being the provision of advice on the acquisition and disposal of portfolios and due diligence on transactions. In addition Alpha will assist with the marketing and fundraising activities of the fund as well as investor relations matters.

Certain of the Net Proceeds will be employed in the initial costs of the establishment and launch of the Fund (a proportion of which will be directly reimbursed to it) and the Company expects to direct a certain proportion of management time to the Fund in its initial phase.

SLIM is an FCA regulated Alternative Investment Fund Manager, which was established in 1990. From its establishment, SLIM quickly became the largest firm operating in the UK traded endowment policy market. In 2003 SLIM became active in the US Life Settlement market and launched the world's first listed Life Settlement fund, Alternative Asset Opportunities PCC Ltd, on the Main Market of the London Stock Exchange, which was listed until the sale of its residual portfolio of traded life policies in late 2016.

There are currently three publicly known open ended funds in the SLS Asset class, being Laureola Funds, Vida Capital and Luxembourg Life Fund (there may be other private funds). As the fourth publicly known open ended fund, this fund will provide global investors with the opportunity to work with world class asset managers with offices in both UK/Europe and the US. The Company believes that no other equivalent fund in the SLS Asset class offers this level of visibility and proposed transparency. The fund intends to offer unique features such as performance fees on realised (rather than unrealised) gains, in order to differentiate itself from the other funds and to align the asset manager with the best of interest of the investors.

Background to SLS interests

The interest in SLS Assets has grown due to characteristics of being a minimally-correlated investment opportunity in which insurance policies can be purchased from top rated US life insurance companies at significant discount to the face value. This can offer attractive typical returns of around 7-12 per cent. per annum, net of fees. Yields in this range are still considered attractive as investors still continue to experience low or even negative interest rates. With low correlation to the traditional equity and fixed income capital markets, the Company believes that a well-diversified portfolio of policies can offer risk adjusted projected returns above the risk free rates.

Since 2013, certain US states have also passed legislation allowing holders of life settlements who qualify for Medicare to sell their Policies and use sales proceeds as a supplement for their long term care costs. If this option is taken up by underlying Insureds and/or more US states pass similar legislation, the Company anticipates that fewer policies will lapse and more will be offered to purchasers. This should see the secondary and tertiary markets in SLS portfolio sales increase in size. Although the current Federal administration in the United States has discussed amending certain aspects of the Medicare programme, the Company anticipates that the need for life insurance policies will remain unaffected by any such changes.

When assessing Policies for clients to achieve these target returns, the Company will look to ensure that the client holds a diversified portfolio of US SLS Assets. This usually means that the Policies will have a face value of \$3 million or less, maturities of less than 10 years, an age of insured of at least 80 years, geographical diversification by way of US States, diversity of insurance carriers (with A rated or higher insurance carriers) and diversification of impairments, if any.

The Company expects to acquire and retain clients which are institutions through existing relationships of the Directors and by active promotion within the SLS Asset sector.

The Company's clients are likely to require the following range of services:

Advisory

Advice on existing SLS portfolios to achieve target returns including diversification of portfolios by way of underlying medical conditions, gender and carriers
Due diligence including a review of exclusions, riders, maturity dates and credit ratings
The servicing of acquired policies
The valuation and modelling of the SLS Assets
Reporting and monitoring of the deaths of the underlying Insured
Communication with underwriting insurance companies
Fund collections on maturity
Reporting and monitoring on the performance of the insurance companies which have written Policies contained in client portfolios
Regulation, risk and litigation analysis
Review of Valuation Basic Table changes which impact on portfolio analysis
The project management of specific opportunities within the SLS Asset class

Acquisition

The sourcing of SLS Assets
Aggregation of SLS Assets for larger mandated orders with minimum transaction sizes
Initial analysis to establish price
Advice on the execution of SLS Asset portfolio acquisitions including title transfers
Structuring of acquisition vehicles

Disposal

The analysis of pricing policies in relation to potential disposals or part-disposals
Advice on potential portfolio buyers
Advice on the execution of portfolio disposals

The Company's fee model is structured on a client-by-client basis dependent on the relevant services provided. Most often the fee will be a percentage of the total value of the assets involved, usually in the range of 1 – 2 per cent.. The Company expects portfolios which it is involved in assessing are likely to range in value from \$5m to up to \$150m. Alternatively, and more likely for larger portfolios, fees will be charged on a negotiated fixed fee basis. Additionally, in certain situations, there will also be a performance fee due to the Company being a percentage of an agreed excess return over a specified hurdle rate. Asset sourcing and acquisition will be charged on a fixed percentage (subject to a minimum payment) of the acquisition value of the relevant portfolio.

Where a client requires servicing, valuation, modelling, project management type services, fees will either be charged on a fixed percentage of the aggregate value of the assets or on a fixed costs basis. In some circumstances the Company will negotiate a bonus structure.

The Company initially intended to use part of the proceeds of its 2017 IPO to purchase licences to use two life expectancy databases, the aggregate cost of which is expected to be c.US\$125,000. The databases were to be used to underpin the Management's own analysis of life expectancy variables within Policy portfolios and enhance the Company's service offering.

However, the Company was informed that the database providers were updating their information and so overhauling their databases. Given the cost of the database acquisitions, and the importance of having the latest information, the Company decided to postpone its acquisition until the updates are completed, which is expected based on the Company's current understanding to be done by Q2 2019.

Whilst there are consultants the Company can use to deal with specific data queries, obtaining access to the databases will provide the Company with the real time ability to refer to the data without having the cost of engaging a consultant. The Company understands that the updates are having an effect across various participants in the SLS Asset class - because of the need to have as much up-to-date and accurate data as possible when assessing Policy portfolios, potential transactions in the SLS Asset class requiring detailed analysis have been put on hold until the updated databases are released. For example, one of the prospective acquirers of the Company's hybrid security has specifically requested analysis from these databases in connection with any securities which it invests in and the delay in the updates has contributed to the delay in receiving a mandate from that prospect.

The Company is currently discussing with a prospective client a proposal to share, or absorb, the cost of the database licences (once updated). In addition, the Company has identified the specific data elements within the databases that Alpha is likely to require for the majority of its client analysis, which may reduce some of the licensing costs if the Company does not need the full data set.

Progress to date

In February 2018, the Company and its advisor, one of the Big Four accounting firms, hosted a roundtable meeting of senior investment officers of the top 10 UK insurance companies to launch and discuss the Company's proposed hybrid security investment product.

The hybrid security is a debt and equity hybrid investment in the SLS Asset Class, coupled with risk management and quality-rated collateral. The Company believes the hybrid security will provide both diversity and safety to a range of investors and insurers who require a product that will have minimal impact on their regulatory capital requirements and will also provide predictable, attractive and minimally-correlated returns with complete transparency in the management of the product.

The hybrid investment structure was created with the assistance of its adviser specifically to appeal to the highly regulated insurance companies presented to at the round table. The outcome of the round table was positive with three of the firms entering into discussions with the Company. The Company remains in various stages of discussion with these firms as at the date of this document. As each of these prospective clients are regulated by the PRA, the timing of entry into any definitive contracts will in part influenced by the information process between the PRA and the relevant firms. The Company is hopeful that these conversations will lead to a long-term mandates in the short to medium term.

Simultaneously, the Company started discussions with certain ultra-high net worth ("UHNW") individuals and family offices within the UK and Europe on establishing separate managed account ("SMA") facilities. An SMA is required when an investor wishes not to have their funds co-mingled in a pooled investment (such as a fund) so establishes a special purpose entity that it owns directly in order to carry out the stated purpose activities. The Company would engaged as the manager of the special purpose entity.

On 8 June 2018 the Company announced that it was working with Devonshire Warwick Capital LLP, a capital introduction firm, to facilitate introductions to potential UHNW and family office investors. Devonshire Warwick is an appointed representative of FCA authorised and regulated Connexion Capital LLP which specialises in raising niche assets for smaller hedge funds and private equity funds (typically with assets of less than \$1bln). The relationship with Devonshire Warwick has generated meetings with 20 potential clients. Although the process of such funds electing to enter into SLS Assets as a new asset class and engaging with Alpha as a new adviser in connection with such assets is a lengthy and time-consuming process, the Company is confident that it the leads introduced Devonshire Warwick will ultimately lead to a number of contracted mandates.

In June 2018, the Company presented at The Alternative Investment Conference in Zurich Switzerland, organized by Swiss Financial Services. At this conference the Company's SMA product was pre-screened by investors and meetings were requested by them with the Company. The CEO and COO of the Company met with and spoke to

over 10 pre-screened and qualified investors. From those conversations, two are continuing in a promising direction as at the date of this document.

On 1 March 2018, the Company acquired the entire issued share capital of Colva from its sole shareholder, Rajiv Rebello. Colva is a specialist actuarial services provider and its acquisition will result in the Company having additional in-house experience and knowledge, so reducing its need to engage actuarial consultants. In connection with the acquisition, Rajiv Rebello, who is a Fellow of the Society of Actuaries and previously worked on AIG's life settlement policy portfolio which had a face value of \$18bln, has become the Company's Chief Actuary and director of Investment Analytics.

In connection with Colva acquisition, the Company has been granted a fee-free licence to use a number of key pricing, stochastic model and analysis tools which have been developed by Rajiv Rebello, the use of which will assist the Company's SLS Asset analysis for clients. The tools and models are owned and maintained by an affiliate of Rajiv Rebello.

Further details of the share purchase agreement relating to the acquisition of Colva are set out at paragraph 13.4 of Part X of this document (Additional Information).

On 6 March 2019, the Company announced the appointment of Jason Sutherland as a non-executive director. Mr Sutherland is FCA authorised with significant experience in the in the insurance-backed assets industry. He is the founder and senior director of Capital Markets for DRB Capital, LLC (majority owned by Blackstone Tactical Opportunities Group) and a board member of the National Association of Settlement Purchasers (a US industry body). He has over 14 years' experience as an attorney and executive in the specialty funding arena and is also the Founder and Managing Director of Citadel Financial, Ltd. Prior to founding Citadel, he was the Vice President of Legal Affairs for Peachtree Settlement Funding based in London and Luxembourg, where he also concentrated on the creation of financing facilities.

The SLS opportunity

Whilst in the USA the provision of advisory services on SLS Assets is a well-established business model (for more detail, see the paragraph entitled "Competition" below), the Company believes that the market is relatively immature in Europe, Asia and outside of the USA in general. This structural imbalance in the market place provides the Company with an opportunity for growth because the Company also believes that interest in SLS Assets is growing among institutional investors due to non-correlated returns with equity markets. Since the Company's 2017 IPO, the Directors consider that the structural imbalance continues to grow and are optimistic about the Company's growth prospects.

In addition, following the 2014 change in the Society of Actuaries industry standardised Valuation Basic Tables (VBT) which extended theoretical life expectancies in the actuarial mortality underwriting data used by life insurers and provided by the US Society of Actuaries, the Company believes that investors owning certain Policies may be required, or need, to sell as the data they used in assessing their original acquisitions has become outdated and they may not have the ability or internal requirements to make all of the anticipated additional future premium payments following the VBT changes. The Company continues to believe that these situations present unique acquisition opportunities for clients looking to obtain exposure to the SLS Asset class and also will present opportunities to advise on disposals by holders of portfolios where the ability or internal requirement to pay additional premiums beyond those original forecast creates a forced sale. Due to the unique nature and relative size of the asset class, the internal ability for institutional investors to assess this asset class and evaluate the true worth of any given portfolio is likely to either be very limited or non-existent and so will require external expertise of the type provided by the Company.

Since the 2017 IPO, the Company has worked with several large institutional investors in SLS Assets in discussing how best to dispose of and/or refinance their holdings. These discussions and related analysis were provided on a fee-free basis in order to establish the Company's track records with the prospective clients. This was done in order to demonstrate the Company's abilities in the pricing of SLS Assets and the modelling of potential structures. The Company does not intend to offer these fee-free services generally other than as part of marketing strategy for new clients.

Strategic Objectives and Prospects

The Company' business plan is to win advisory mandates from institutions through the existing relationships of the Directors and by active promotion within the SLS Asset sector.

The Company believes that, absent any unexpected and unlikely events affecting the United States SLS Asset class which make it an unattractive investment proposition, its potential customer base will increase year on year. Whilst the Company anticipates repeat or on-going business from some clients, it does not consider that it will become dependent on a limited pool of customers.

As the SLS Asset sector is relatively new and immature and is generally classed as an "alternative" asset class, most typical target clients do not, and will not, have the sector expertise internally to enable them to properly assess SLS Assets. Unlike most other asset classes, within any portfolio there will be a large number of policies and associated variables all which need analysis before a decision can be reached as to the valuation placed on the portfolio as a whole. As the SLS Asset class tends to form a small part of overall investment portfolios, the Company believes that many institutions (particularly family offices and hedge funds), do not consider it costeffective to hire full-time experienced professionals with experience in the SLS Asset class. This creates an opportunity for the Company to win advisory mandates and to advise on acquisitions, disposals and servicing of SLS Asset portfolios.

The Company was able to secure an initial mandate, as announced on 21 December 2017, with a private wealth manager intending to issue €15 million bond and invest those proceeds into life settlements. Whilst the wealth manager postponed its offering for various reasons, the mandate is still in place and the wealth manager is now considering putting the proceeds from its clients into the open ended fund to be offered by SL which the Company is an adviser to. The private wealth manager has not cancelled its mandate but has delayed the allocation of funds until it finds the appropriate structure for its client's funds.

The Company believes that certain of its target clients are likely to prove to be repeat customers for the Company as they hold numerous portfolios and so will need on-going advice in relation to portfolio management, disposals and, potentially, further acquisitions.

Key Assumptions

The Company anticipated at the time of its 2017 IPO that within 18 months it would have secured 3-6 advisory mandates and approximately 4 acquisition/disposal roles. These assumptions were based on feedback that certain of its relationships were more advanced than expected and in some cases were waiting on the Company's launch as a listed entity before proceeding. Following the IPO the Company entered into substantive discussions with its prospects for mandates but these have taken longer to formalise than originally expected, which has been exacerbated by general concerns over capital markets and the updates being made by the two life expectancy database providers. Capital used for investments into SLS Assets is often derived from new capital raises and re-allocations from other asset classes. The liquidation of, or the exit from, other asset holding entities can take longer than expected if financial markets are not favourable for the investor. In addition, as the SLS Asset class is often a new class of investment for the Company's prospective clients, prior to considering an initial investment (where the Company's expertise will be required) the Company has found that such clients are taking longer in their internal due diligence considerations, which has consequentially delayed investment decisions.

The Company believes it is still in a strong positions to secure these mandates and continues to work with the prospects to refine their requests. As a mitigating factor to the awarding of specific mandates, once launched, the joint venture with SL is expected to provide a steady advisory income stream over the course of the open ended fund's existence.

The assessment of the Company's likely success in winning contracts continues to be is based on the Directors' knowledge of the industry as it currently stands along with formal and informal discussions with potential clients. However, the Company is reliant on each such prospective client's internal timings and processes. The fees generated from the Company's initial contracts will depend on the services required for each contract and discussions with the clients over fee structuring, including success-based fees. The Company is able to be flexible on fee structuring to fit with client needs.

The Directors continue to believe that as investors continue to seek yield and diversification of their investment portfolios, the market for advisory services for SLS Assets will grow. Institutional investors seeking this diversification are expected to seek out experts rather than build in-house teams and this has been proven by the discussions with prospective investors in the hybrid investment security. As SLS Assets are a small part of the investment spectrum when compared to public equities, fixed income, currency trading, real estate, and private equity and the SLS Asset class is particularly complex, the Company believes that it is more cost effective for

these investors to seek external advisory assistance and therefore it is well positioned to take advantage of these opportunities.

The Company does not intend to engage in any Regulated Activity for the purposes of FSMA. If it has the opportunity to do so, it shall only do so through an authorised person or will seek to become regulated if the business case to do so is considered viable by the Directors.

SPV advisory mandates and bond issuance

The Company is also aware through its corporate finance contacts of groups of Institutional investors who want to obtain an exposure to the SLS Asset class as a means of asset diversification but which may not have the financial ability or the desire to buy and manage entire portfolios. These corporate finance houses are proposing to establish SPVs (likely to be established in Ireland) which are funded by bond issues to these investors. The Company's role will be to provide specialist advisory services to the corporate finance house on the initial portfolio acquisition transaction, and additionally, where possible, to introduce possible investors to the corporate finance houses. For these services it will receive a bonus in addition to the retainer it anticipates to sign upon completion of the transaction when the SPV becomes a client. Additional work should then follow in the management of the portfolio and potential later disposals or further acquisitions.

The issuance of SLS Asset Class-backed bonds comprise several steps in which the Company is involved. The initial step is for the SLS Assets that make up the collateral pool for the securities to be aggregated to a investable value prior to being vended over to the bond issuing entity. The aggregation of the policies will be undertaken using leverage in a bankruptcy-remote SPV, often referred to as a "warehouse" entity. The warehouse entity is a simple limited liability company with the sole purpose of borrowing funds to buy SLS Assets which in turn will sell them to the entity that issues the bond. The Company will assist in the initial incorporation of the warehouse entity, advise on the acquisition of the SLS Assets and manage the SLS Assets once acquired and transferred. The Company will act as the asset manager after the acquisition of the SLS Assets, receiving a fee for its services.

The bonds that are issued are likely to have a zero coupon and a yield that is commensurate with a 10 year term. The SLS Assets used as the collateral for the bond issue are kept segregated for each specific issue. The collateral is used to achieve an investment grade rating from a nationally recognized statistical rating organization (i.e. a credit rating agency). The rated bond will then be marketed and sold through a placement agent to institutional purchasers. The Company will advise and assist with this process for a fee.

The Company intends using certain of the Net Proceeds to commence the initial process and incorporation of the first such warehousing entities.

Competition

As the provision of SLS advisory services is relatively unknown in Europe and Asia, the Company believes that there are very few direct competitors in the market. One of them is SL Investment Management based in Chester (which also manages funds in its own right) and which is now a joint venture partner of the Company and AA Partners Limited in Switzerland. This provides the Company with an opportunity within Europe and Asia to gain significant market share.

In the USA institutions such as Wells Fargo Trust Services, Wilmington Trust Services, Maple Life Financial LLC, Longevity Market Advisors LLC and Ernst & Young provide these services but primarily to US based investors and often as part of services in relation to other asset classes. The Company believes that its sole focus on the SLS Asset class will be of benefit to clients who do not need, or wish, to be cross-sold opportunities in other investment areas.

Use of Proceeds

The Company will use the Net Proceeds for the following purposes:

c.£210,000 to commence its establishment of SLS Asset Class-backed warehousing SPVs;
c.£128,000 to pay for certain initial costs relating to the establishment and launch of the BlackOak Alpha Growth Fund (of which some will later be reimbursed); and
c.£45,000 to pay certain deferred Director salary and fees.

The Company may from time to time be presented with potential acquisition opportunities. At present it is contemplating several opportunities that will bring both professionals and certain intellectual property assets to the Company. If the Directors decide to proceed with any such acquisition(s) they may pay any consideration due in cash, or shares, or combination thereof. The Company therefore may need to raise further funds by way of share issues to do so. However, the Company does not otherwise anticipate to raise further funds in the 12 months from Admission.

Professional team

To conserve capital, the Company relies on its Directors and certain qualified independent contractors to provide the requisite expertise in relation to services required by clients, rather than taking on full or part time employees. The Company will engage the services of these independent contractors on an "as needed" basis and has a pool of such potential experts which it is able to call on in this regard. The Company and Directors consider these professionals to have deep experience within the SLS Asset class commensurate to the services which clients will require.

Once the Company's business is fully established and dependent upon its revenues (in particular the Directors' determination as to whether the Company is able to sustain a full time staff), the Company may in future seek to invite contractors to become full time employees.

A key member was added to the team from the initial cadre of independent contractors. On 1 June 2018, Danny Swick, whose bio is set out in Part III of this document, was appointed a Director and Chief Operating Officer of the Company.

A further non-executive director, Jason Sutherland, joined the board on 1 March 2019. His bio is set out at Part III of this document.

Advisers

The Company continues in its ability to call upon the services of various third parties in providing analysis of SLS portfolios and acquisition opportunities:

Independent actuarial services are provided by Actuarial Risk Management, Ltd. (ARM), a BDO-USA Alliance member experienced in evaluating life insurance mortality, forecasting mortality trends and pricing insurance company products which underpin SLS contracts.
US life expectancy consultants such as Fasano Associates Inc, AVS Underwriting LLC, and ITM TwentyFirst LLC are utilized to determine initial valuation. These consultants have and continue to maintain a database of expected and actual maturities that enable them to determine for certain policy/insured characteristics a maturity date within an acceptable range of error.
Medical experts in aging, oncology, epidemiology, and general medicine to underpin the quantitative analysis with a proprietary qualitative analysis that seeks to create a functional profile of the insured. The Company's medical experts are aware of developments in healthcare that will have immediate impact on the longevity of the insured and hence an impact on the value of the policies.

Capital and returns management

The Company expects to raise gross proceeds of £456,000 from the Offer. The Directors believe that further equity capital raisings may be required by the Company for working capital purposes as the business expands. Such expansion may also include investments in complimentary and supplementary service providers or outright acquisitions, resulting in additional servicing/advisory revenue. The Company also anticipates increasing its marketing and market analysis spend as it pursues its objectives, but the Net Proceeds are projected to provide the Company with its required working capital for at least the first 12 months from the date of this document.

The pre-emption rights contained in the Articles (whether to issue equity securities or sell them from treasury) have been waived, pursuant to resolutions passed at the Company's annual general meeting held on 4 March 2019. Otherwise, Shareholders will have pre-emption rights which will generally apply in respect of future issues of Ordinary Shares for cash. No pre-emption rights exist in respect of future share issues wholly or partly other than for cash. See paragraph 4.1(e) of Part VIII (Additional Information) for further details.

The Company expects that any returns for Shareholders would derive primarily from capital appreciation of the Ordinary Shares and any dividends paid pursuant to the Company's dividend policy set out below in this Part I.

Dividend policy

The Company intends to pay dividends on the Ordinary Shares at such times (if any) and in such amounts (if any) as the Board determines appropriate in its absolute discretion. The Company's current intention is to retain any earnings for use in its business operations, and the Company does not anticipate declaring any dividends in the foreseeable future. The Company will only pay dividends to the extent that to do so is in accordance with all applicable laws.

Corporate governance

In order to implement its business strategy, the Company has adopted a corporate governance structure. The key features of its structure are:

the Board is knowledgeable and experienced, particularly with regard to the regulatory framework concerning SLSs;
the Articles contain express provisions relating to Conflicts of Interest in line with the Companies Act;
consistent with the rules applicable to companies with a Standard Listing, unless required by law or other regulatory process, Shareholder approval is not in certain circumstances.; and
the Board intends to comply, so far as it is practicable for a business at its stage of development, with certain of the Main Principles of the UK Corporate Governance Code (as set out in more detail in Part III (The Company and the Board) of this Document.

PART II INDUSTRY OVERVIEW

History and Background to the Senior Life Settlement industry

Life settlements were legally established by a Supreme Court decision in 1911. In Grigsby v. Russell (222 U.S. 149 (1911)), life insurance was deemed to be an asset which carried with it all attendant rights of valuation and sale.

The modern secondary market for life insurance policies were somewhat popularised in the United States in the 1980s when in the early stages of the outbreak of AIDS very few effective life-prolonging drugs were available at prices which sufferers could afford.

Many AIDS sufferers therefore faced very short life expectances but held life insurance policies that they no longer required and a need to fund expensive drug programmes. The business of acquiring the policies was established which saw third parties, generally investment funds, purchase policies for a lump sum from individuals with life expectancies of less than two years. Upon purchase, the third party would become the new owner of the policy and would therefore be required to pay the monthly premiums, and receive the full benefit of the policy when the individual died. These types of transaction became known as "viatical settlements".

As improvements in medical science lead to better and cheaper drugs becoming available, the life expectancies of people with AIDS began to improve which resulted in viatical settlements becoming less profitable because, on average, a settlement would require a greater number of monthly premiums to be paid before the death of the underlying Insured.

Due to this, the industry widened to cover life insurance policies of people over 65 ("seniors") who were not chronically or terminally ill. These policies have becomes known as "senior life settlements". This secondary market is largely concentrated in the United States, with a smaller market in Canada. The Company will focus on the US market only.

Today, the senior life settlements market is heavily regulated. 43 states in the US regulate life settlements, affording approximately 90 per cent. of the United States population protection under comprehensive life settlement laws and regulations. 31 of those states have a statutorily mandated two-year waiting period from the time of issue before an insured can sell their life insurance policy. Most states do have exclusions within their life settlement legislation where an insured can sell their policy before the waiting period if they meet certain criteria (i.e. where the insured is terminally or chronically ill, or in circumstances of divorce, retirement, or physical or mental disability). The Company will not deal with policies less than two years old because of the two year contestability period during which the insurance carrier writing the policy can declare it void for fraud or error.

Typical Transaction Structure

In the United States, a typical Life Settlement transaction is as follows:

The Insured approaches an adviser. The average profile of an Insured is male, upper-middle class and educated who has purchased the policy for financial planning purposes but Insureds of all backgrounds enter into Life Settlement transactions for a variety of reasons.
The adviser submits a policy proposal to a life settlement provider the licensed entity. The life provider may act on behalf of an investor.
The life settlement provider supplies medical records for the Insured to a medical underwriter who provides a life expectancy report on the Insured.
The life settlement provider undertakes legal and regulatory due diligence and then makes an offer to the Insured to purchase the Policy.
If the Insured wishes to sell at the price proposed, the life settlement provider purchases the Policy on behalf of the Investor.
The life settlement provider will then transfer or sell the Policy on to an investment vehicle. Providers sometime aggregate policies and sell portfolios to facilitate institutional investor requirements.
A servicing entity then facilitates the payment of monthly premiums from the investment vehicle to the life insurance company and monitors the performance and approach of the insurance company to ensure policies are administered in accordance with the policy language.
When the Insured dies, the investment vehicle receives the net death benefit from the insurance company.

Pricing a Senior Life Settlement

Prior to the establishment of the secondary market in the SLS Asset class, if an Insured no longer wished to keep their policy, they had two options. They could either return the policy to the issuing life insurance company in return for a sum known as the "cash surrender value", or let the policy lapse by ceasing premium payments. Both options were unattractive, particularly when compared to the ability to sell the policy on the secondary market.

A significant number of life policies lapse before maturity as policyholders often no longer have a need for the policy or, have retired, or can no longer afford the premium payments. The emergence of a secondary market, with the possibility for the policyholder to obtain more value through selling their policy, offers an attractive alternative for holders – providing liquidity to the policyholder for an otherwise illiquid asset. A London Business School report on the asset class found that on average the policyholder received four times more than they would have received if they surrendered their policy¹ . Policies are priced on an individual basis giving the seller a value that is greater than their cash surrender value.

The price is determined based on the probability of the weighted present value of the cash flows (premiums and death benefits) using an IRR target. The probabilities are based on mortality tables adjusted for the life expectancy of the insured. Other considerations, such as the legal and regulatory risks are evaluated and factored in on an individual and portfolio basis.

Portfolios are then valued based on the aggregation of individual policy prices as well as carrier distribution, impairment exposures, origination and documentation quality.

Industry trends

Over the past few decades, there has been a significant increase in life expectancies as well as a decrease in birth rates. These demographic trends have accentuated the underfunding of defined benefit pension plans and increased the pressure on U.S. government social insurance and health programs. A US government study in 2014 projects that the US population aged 85 and over could increase from 6 million in 2013 to 14.6 million in 2040.

Since 1990, the life settlement asset class industry has grown from nothing to an investment asset class industry with over \$12 billion in death benefits traded in 2008. The secondary market was affected by the credit crisis as institutions saw outflows and redemptions and a move to more mainstream asset classes and since 2008 the annual trading volume in the secondary market has been estimated at \$2.5 - \$6.2 billion. Research by Conning Research & Consulting has found that the annual potential for life insurance policy benefits which could be sold in the secondary market in 2016 was \$141 billion. Of that market potential however, Conning estimates that investors purchased approximately only \$1.7 billion in 2015, which indicates that the market has scope for growth. With an aging demographic in the United States, Conning estimates that the net market potential to could grow to an annual \$170 billion in face value of life insurance benefits by 2025. Whilst the Company believes that the sale numbers cited by Conning are low because the only source of accurate secondary sales are from those States that report sales in the secondary market from licensed providers, the Company agrees that with the general premise that the potential market is much larger than the current market.

No complete and verifiable information is available for the tertiary market as that data is generally kept private between buyers and sellers and most institutional investors keep a low profile of their SLS trading activities (at least in part because for most institutional investors the SLS Assets class forms only a small part of overall portfolios). Whilst the market is opaque and complete publicly available information and figures are not generally

¹ Empirical Investigation of Life Settlements: The Secondary Market for Life Insurance Policies, Afonso v Janvario and Narayan Y. Naik, June 2013.

available, based on published information, the Directors believe that the figures noted above are generally in line with their industry knowledge.

The President of the US Life Insurance Settlement Association estimated in 2013 that the potential life settlement market is \$144 billion in available death benefits. This existing amount of available death benefits combined with the aging of the population leads to growth.

Further regulation, demographics and a low national savings rate are expected drive the expansion of supply to the life settlement market. The demographic of the baby boomer generation (people born in the US between 1945 and 1965), is moving towards retirement with minimal savings relative to expected post-retirement life-expectancy and expenditure.

The life settlement industry has surpassed the expectations of those who have attempted to forecast it. The 2016 Conning report predicted 1-2% growth per annum² . Instead, the market experienced an average growth rate of 34%. Forecasting predicted that the average annual volume of settlements would be \$1.8 billion³ , whereas in 2017 the settlement volume was pegged at \$2.83 billion⁴ and is anticipated to be \$3.4 billion in 2018. Undoubtedly, the life settlement industry is advancing rapidly on all fronts, and there is every reason to believe it has a bright future ahead

Regulatory overview

The Company will focus entirely on policies written for US Insureds by US insurance companies. Insurance companies in the US are regulated on a state-by-state level. State insurance commissioners are generally elected officials with the mandate to protect the insured and oversight on the solvency of life insurance companies. Never in the history of the highly regulated US life insurance industry have life insurance companies failed to pay a death claim on a valid insurance contract, beyond the statutory two year contestability period.

The purchase and sale of SLS Assets is now regulated in 43 states. The Company expects that the asset class will continue to be regulated under the current framework in the short to medium term.

² Life Settlements, Secondary Annuities, and Structured Settlements (Conning, Inc. publication, 2016).

³ Life Settlements, Secondary Annuities, and Structured Settlements (Conning, Inc. publication, 2016

⁴ Horowitz, Donna, "Life Settlement League Tables 2017: Market Grows 19%, Continues Upward Path," The Life Settlement Report, June 7, 2018

PART III THE COMPANY AND THE BOARD

The Company

The Company was incorporated on 15 August 2015 in accordance with the laws of England and Wales as a private company limited by shares and re-registered as a public limited company on 20 November 2015. Its share capital consists of Ordinary Shares, all of which are admitted to trading on the London Stock Exchange's main market for listed securities. It is intended that the New Ordinary Shares will also be admitted by the FCA to a Standard Listing on the Official List in accordance with Chapter 14 of the Listing Rules and to trading on the London Stock Exchange's main market for listed securities.

The Directors

With the changes to the Company's board as announced on 6 March 2019, which saw Jason Sutherland appointed as a new non-executive director and Rory Heier become a non-executive director, the board now consists of a majority of Non-Executive Directors.

Details of the Directors of the Company are listed below:

Gobind Sahney (58, executive chairman)

Mr Sahney is currently the Founder, CEO and Chairman of Alpha Longevity Management Ltd, an investment management company regulated and licensed by the Financial Services Commission of the British Virgin Islands. In this role Mr Sahney leads a team of highly experienced professional investment managers, with extensive cumulative involvement in both the management of financial and longevity assets (senior life settlements) and has established a network of SLS actuarial experts and originating brokers in the United States.

Mr Sahney was from 2011-2014 the Chairman of AIM listed Stratmin Global Resources plc. His involvement began with its investment and turnaround which in 2011 had £2 million in distressed assets. As Chairman, he organised and executed the plan of turnaround through the liquidation of those assets and the identification and reverse takeover of a graphite mining company and associated fundraise of over £6 million.

Daniel ("Danny") Swick (48, Chief Operating Officer)

Danny R. Swick, is the Chief Operating Officer of the Company. Prior to joining, he was the founder of Kango Group, located in Newport Beach, California. Kango Group is an established alternative investment management firm that targeted opportunities in the longevity assets. Before founding Kango Group, Mr. Swick served as Chief Executive Officer for Life Distributors of America, LLC (LDA), a life settlement firm specializing in the distribution of longevity risk insurance products to institutional investment portfolios. While at LDA, Mr. Swick was responsible for the closing over \$4 billion in life settlements. Mr. Swick spent the previous eight years working for American International Group (AIG) as Vice President. Responsibilities included developing and executing marketing strategies for life/annuity products in the alternative distribution channels, which included product distribution through broker-dealers and third-party administrators in both the U.S. and international markets.

Mr. Swick earned a Bachelor of Science degree in Marketing from California State University Northridge, and Master of Business Administration degree from Pepperdine University.

Andrew Dennan (34, non-executive director)

Mr. Dennan is a skilled professional in financial transactions. His involvements include, currently Chief Financial Officer of Coro Energy plc, and formerly Head of Investments of Darwin Strategic Limited, an Alternative Investment Manager specializing in providing structured investment including debt, equity and hybrid instruments for UK and European listed companies. In his role, he managed the portfolio of principal investments and related risk profiles and contributes to the general strategic, management and directional oversight of Darwin.

Mr. Dennan holds a degree in Actuarial Science and was previously FCA regulated CF30 who is experienced in the negotiation and execution of financing transactions, he has been involved in the arrangement of financing for a number of fledgling and growth companies in varying sectors including oil and gas, mining, security services, support services, property and financial services. Through his career he has been involved in stock broking and asset management including the inception and administration of fund structures, portfolio management, restructuring of fixed income instruments. Mr. Dennan chairs both the Remuneration and the Audit Committees.

Rory Heier (40, non-executive director)

Mr Heier is a qualified ICAEW Chartered Accountant (ACA) and is currently Head of Corporate Finance at Welbeck Associates which he joined in 2011 to grow the AIM and Main Market audit and assurance practice, increasing the number of listed clients from 4 to 20. He has also established Welbeck's Corporate Finance, outsourced CFO support and Forensic Advisory teams and an umbrella global network of associated firms.

Mr Heier has been involved in the audit of numerous listed companies including Plutus PowerGen plc (AIM, as Senior Statutory Auditor), Flying Brands Limited (Main Market), Alpha Returns Group plc (AIM), Kennedy Ventures plc (AIM), Stratmin Global Resources plc (AIM) and Teathers Financial plc (AIM). He has also been involved in a number of corporate finance transactions for listed clients including Plutus PowerGen's reverse takeover and re-admission to AIM and Teathers Financial's move from the Main Market to AIM.

Rory was an executive director and CFO of the Company until 1 March 2019.

Jason Sutherland (45, non-executive director)

Mr. Sutherland is the founder and Senior Partner of Citadel Legal Services LLC, based in Atlanta, Georgia and represents clients in North America, Europe and Asia predominantly within the insurance backed assets industry. Mr. Sutherland is also the Senior Vice President of Capital Markets and Senior Counsel for DRB Financial Solutions which is majority owned by the Blackstone Tactical Opportunities Group. He also launched the first ever AAA rated placement of mortality backed linked annuity receivables totalling \$151m.

Mr. Sutherland also recently ran \$3bn of policies under the Lamington Road Fund in Dublin, Ireland which was acquired by Emergent Capital and ran Citadel's London office at the same time. Prior to that Mr. Sutherland spent 12 years with the Peach Holdings Group, most recently as Managing Director of Legal and operations for Peachtree Asset Management based in London and Luxembourg, where he obtained FCA approval, guiding the fundraising efforts, and coordinating with regulatory bodies in UK, US, Cayman Islands, Luxembourg and Ireland. Mr Sutherland maintains his regulated status with the FCA.

Directors' service contracts and fees

Gobind Sahney entered into a service contract at the time of the Company's IPO in 2017. Under the terms of the contracts, Gobind Sahney is paid £75,000 per annum. His contract contains standard provisions including a 6 month notice clause and restrictive covenants which apply for 12 months following cessation of employment.

Danny Swick entered into a service contract with the Company on 1 June 2018. He is paid \$120,000 per annum. His contract contains terms materially similar to contained in Gobind Sahney's.

Andrew Dennan is paid £55,000 per annum for his role as non-executive director. This fee paid to Andrew Dennan, in addition to his role as a non-executive director, takes into account the time he is expected to spend on analytics and analysis in relation to client portfolios for the Company. Rory Heier is paid £45,000 per annum for his role as non-executive director. Jason Sutherland is paid £24,000 per annum for his role as non-executive director.

In the year to 31 August 2018, the aggregate remuneration of the directors was £218,284.

Option pool

The Directors have put in place a share option plan, pursuant to which options representing up to 10 per cent. of the Company's issued share capital from time to time can be issued to eligible directors and employees. The rules of plan provide the board with flexibility to grant options with differing vesting and exercise price provisions with hurdles which must be met before options vest.

Strategic decisions

Members and responsibility

The Directors are responsible for carrying out the Company's objectives, implementing its business strategy and conducting its overall supervision. Strategic decisions will all be considered and determined by the Board.

The Board will provide leadership within a framework of prudent and effective controls. The Board will establish the corporate governance values of the Company and will have overall responsibility for setting the Company's strategic aims, defining the business plan and strategy and managing the financial and operational resources of the Company.

Frequency of meetings

The Board will schedule monthly meetings and will hold additional meetings as and when required.

Corporate governance

The Company will observe the requirements of the UK Corporate Governance Code although strictly the UK Corporate Governance Code does not apply to the Company as it will not have a Premium Listing on the Main Market. As at the date of this Document, the Company is, and at the date of Admission will be, in compliance with the UK Corporate Governance Code, save as set out below:

Certain provisions of the UK Corporate Governance Code (in particular the provisions relating to the division of responsibilities between the Chairman and chief executive and executive compensation), are considered by the Board to be inapplicable to the Company. In addition, the Company does not comply with the requirements of the UK Corporate Governance Code in relation to the requirement to have a senior independent director.
The UK Corporate Governance Code recommends the submission of all directors for re-election at annual intervals. The Company's articles provide for reappointment by rotation.

The Board has adopted a share dealing code for Directors' dealings which is compliant with the Market Abuse Regulation and which is based on the template produced by the Institute of Chartered Secretaries and Administrators. The Board are responsible for taking all proper and reasonable steps to ensure compliance with the Market Abuse Regulation by the Directors, persons discharging material responsibilities and their closely associated persons.

Committees

Audit Committee

The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company's directors and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use. The audit committee meets not less than twice in each financial year and has unrestricted access to the Group's external auditor. The members of the audit committee are Andrew Dennan, who acts as chairman of the committee, and Rory Heier.

Remuneration Committee

The remuneration committee will review the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. The committee will also make recommendations to the Board on proposals for the granting of share awards and other equity incentives pursuant to any share award scheme or equity incentive scheme in operation from time to time. The remuneration committee meets at least twice a year. The members of the remuneration committee are Andrew Dennan, who acts as chairman of the committee, and Rory Heier.

Governance Committee

The role of the Governance Committee will be to ensure that the Company has in place sufficient procedures, resources and controls to enable it to comply with the Listing Rules and Disclosure Guidance and Transparency Rules. It is intended that the Governance Committee will proactively liaise with the Company's external audit and legal advisers. The Governance Committee will also monitor the Company's procedures to approve any share dealings by directors or employees in accordance with the Company's share dealing code. The members of the governance committee are Gobind Sahney, who acts as chairman of the committee, Andrew Dennan and Rory Heier.

PART IV THE OFFER

1. The Offer

Novum Securities as agent for the Company has agreed to procure investors for New Ordinary Shares at an Offer Price of £0.015 per New Ordinary Share.

The Directors have received from Novum Securities Limited an irrevocable undertaking to subscribe for 30,400,000 Offer Shares in aggregate at the Offer Price. The undertakings are unconditional and may not be withdrawn other than on a failure by the Company to achieve Admission by 15 May 2019

The Company intends to apply the Net Proceeds in pursuit of the objective set out in "Strategic Objectives and Prospects" in Part I (Information on the Company and Business Overview) of this document and as detailed in "Use of Proceeds" in Part I.

The New Ordinary Shares have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be, offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within, into or in the United States except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

Certain restrictions that apply to the distribution of this Document and the New Ordinary Shares being issued under the Offer in certain jurisdictions are described in Part XI (Notices to Investors). Certain selling and transfer restrictions in relation to the New Ordinary Shares are also contained in Part XI.

2. Admission and Dealing Arrangements

Application has been made to the Financial Conduct Authority for all the New Ordinary Shares to be listed on the Official List and application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities

Admission is expected to take place and unconditional dealings in the New Ordinary Shares in respect of the Offer are expected to commence on the London Stock Exchange on 15 May 2019. No application has been or is currently intended to be made for the Ordinary Shares to be admitted to listing or dealt with on any other stock exchange. The New Ordinary Shares will be registered with ISIN number GB00BYWKBC49 and SEDOL number BYWKBC4.

3. CREST

CREST is the system for paperless settlement of trades in listed securities operated by Euroclear. CREST allows securities to be transferred from one person's CREST account to another's without the need to use share certificates or written instruments of transfer. The Articles permit the holding of Ordinary Shares in uncertificated form under the CREST system and the Ordinary Shares are, and the New Ordinary Shares will be, admitted to CREST.

CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share certificates will be able to do so. An Investor applying for New Ordinary Shares in the Offer may elect to receive such New Ordinary Shares in uncertificated form in the form if the Investor is a system member (as defined in the CREST Regulations) in relation to CREST.

PART V

SHARE CAPITAL, LIQUIDITY AND CAPITAL RESOURCES AND ACCOUNTING POLICIES

Share capital

The Company was incorporated on 15 August 2015 under the Companies Act.

Details of the current issued share capital of the Company are set out in paragraph 3 of Part X (Additional Information) of this Document.

All of the issued Ordinary Shares will be in registered form, and capable of being held in certificated or uncertificated form. The Registrar is responsible for maintaining the share register. Temporary documents of title will not be issued. The ISIN number of the Ordinary Shares is GB00BYWKBC49. The SEDOL number of the Ordinary Shares is BYWKBC4.

Financial position

The financial information in respect of the Company upon which PKF Littlejohn LLP has provided the accountant's report in Part VI (Financial Information on the Company) of this Document as at 31 August 2018 is incorporated by reference as set out in that Part.

If the Offer had taken place on 31 August 2018 (being the date as at which the financial information contained in Part VI (Financial Information on the Company) was compiled to) and the Offer was fully subscribed:

the net assets of the Company would have been increased by £383,000 (due to the receipt of the Net Proceeds); and
the Company's earnings would have decreased as a result of fees and expenses incurred in connection with the Offer.

Liquidity and capital resources

Sources of cash and liquidity

The Company's current sources of cash are the proceeds from its IPO placing and the Net Proceeds from the Offer.

The Company may raise additional capital from time to time. Such capital may be raised through share issues (such as rights issues, open offers or private offers) or borrowings.

Although the Company envisages that any capital raised will be from new equity, the Company may also choose to utilise debt financing. Any debt financing used by the Company is expected to take the form of bank financing, although no financing arrangements are currently in place.

If debt financing is utilised, there will be additional servicing costs. Furthermore, while the terms of any such financing cannot be predicted, such terms may subject the Company to financial and operating covenants or other restrictions, including restrictions that might limit the Company's ability to make distributions to Shareholders.

As substantially all of the cash raised (including cash from any subsequent share offers) is expected to be used for working capital. The Company's future liquidity will depend in the medium to longer term primarily on: (i) its revenues and profitability; (ii) the Company's management of available cash; (iii) cash distributions on sale of existing assets; (iv) the use of borrowings, if any, to fund short-term liquidity needs; and (v) dividends or distributions from any subsidiary companies.

Cash uses

The Company's principal use of cash (including the Net Proceeds) will be as working capital. The Company's current intention is to retain earnings for use in its business operations and it does not anticipate declaring any dividends in the foreseeable future. In accordance with the Company's business strategy and applicable laws, it expects to make distributions to Shareholders in accordance with the Company's dividend policy. However, the Company will incur day-to-day expenses that will need to be funded. Initially, the Company expects these expenses will be funded through the Net Proceeds (and income earned on such funds). Such expenses include all costs relating to the Offer, including fees and expenses incurred in connection with the Offer, Admission fees, legal, accounting, registration, printing, advertising and distribution costs and directors' fees.

Deposit of Net Proceeds

Prior to their utilisation, the Net Proceeds will be held for or on behalf of the Company in a bank account or money market fund instruments. Post receipt of the Net Proceeds it will not be placed in any trust or escrow account. The yield on such deposits or instruments is likely to be low.

Indebtedness

As at the date of this Document, the Company has no guaranteed, secured, unguaranteed or unsecured debt and no indirect or contingent indebtedness.

Interest rate risks

The Company may incur indebtedness to finance its liquidity needs. Such indebtedness may expose the Company to risks associated with movements in prevailing interest rates. Changes in the level of interest rates can affect, among other things: (i) the cost and availability of debt financing and hence the Company's ability to achieve attractive rates of return on its assets; and (ii) the rate of return on the Company's uninvested cash balances. This exposure may be reduced by introducing a combination of fixed and floating interest rates or through the use of hedging transactions (such as derivative transactions, including swaps or caps). Interest rate hedging transactions will only be undertaken for the purpose of efficient portfolio management, and will not be carried out for speculative purposes. See "Hedging arrangements and risk management" below.

Hedging arrangements and risk management

The Company may use forward contracts, options, swaps, caps, collars and floors or other strategies or forms of derivative instruments to limit its exposure to changes in the relative values of investments that may result from market developments, including changes in prevailing interest rates and currency exchange rates, as previously described. It is expected that the extent of risk management activities by the Company will vary based on the level of exposure and consideration of risk across the business.

The success of any hedging or other derivative transaction generally will depend on the Company's ability to correctly predict market changes. As a result, while the Company may enter into such a transaction to reduce exposure to market risks, unanticipated market changes may result in poorer overall investment performance than if the transaction had not been executed. In addition, the degree of correlation between price movements of the instruments used in connection with hedging activities and price movements in a position being hedged may vary. Moreover, for a variety of reasons, the Company may not seek, or be successful in establishing, an exact correlation between the instruments used in a hedging or other derivative transactions and the position being hedged and could create new risks of loss. In addition, it may not be possible to fully or perfectly limit the Company's exposure against all changes in the values of its assets, because the values of its assets are likely to fluctuate as a result of a number of factors, some of which will be beyond the Company's control.

Accounting policies and financial reporting

The Company's financial year end is 31 August, and its next set of audited annual financial statements published will be for the period to 31 August 2019. The Company will produce and publish half-yearly financial statements as required by the Disclosure Guidance and Transparency Rules. The Company will present its financial statements in accordance with IFRS as adopted by the European Union.

PART VI HISTORICAL FINANCIAL INFORMATION

Audited financial information on the Company and its subsidiaries is published in the annual report for the year ended 31 August 2018, which also contains comparative information for the year ended 31 August 2017. Historical financial information contained in the 2018 Annual Report is expressly incorporated by reference into this Document as detailed below.

The historical financial information referred to above was audited by PKF Littlejohn LLP. All reports were without qualification and contained no statements under section 498(2) or (3) of CA 2006 and were prepared in accordance with International Financial Reporting Standards and are being incorporated by reference.

The annual reports incorporated by reference, all of which have been filed with the companies registrar as required under CA 2006 and previously published as required by the Listing Rules and the 2017 Prospectus, are available on the Investor section of the Company's website at www.algwplc.com

The Company's unaudited interim accounts for the six months ended 28 February 2019 with comparative unaudited interim accounts for the six months ended 28 February 2018 are also incorporated by reference into this Document as detailed below. The Unaudited Interim Accounts have not been reviewed by the Group's auditor pursuant to the Financial Reporting Council guidance on "Review of Interim Financial Information".

The Company's unaudited interim accounts for the six months ended 28 February 2019 with comparative unaudited interim accounts for the six months ended 28 February 2018 will be released by 30 April 2019.

This Prospectus should therefore be read and construed in conjunction with:

the Annual Report and Accounts for the financial year ended 31 August 2018 together with the audit report thereon;
the Unaudited Interim Accounts for the six months ended 28 February 2019; and
the historical financial information contained in the 2017 Prospectus.

The table below sets out the sections of these documents which are incorporated by reference into, and form part of, this Prospectus, and only the parts of the documents identified in the table are incorporated into, and form part of, this Prospectus. The parts of these documents which are not incorporated by reference are either not relevant for investors or are covered elsewhere in this Prospectus. To the extent that any part of any information referred to below itself contains information which is incorporated by reference, such information shall not form part of this Prospectus.

Reference Document	Information incorporated by Reference	Page numbers
Company unaudited interim results for the six months ended 28 February 2019	http://www.algwplc.com/wp content/uploads/2019/04/ALGW_Interims_28.2.2019_FINAL.pdf	1-10
Company audited results for the year ended 31 August 2018	http://www.alphagrowthplc.com/wp content/uploads/2019/02/253183-Alpha-Growth-Report Accounts.pdf	1-60
Company unaudited interim results for the six months ended 28 February 2018	http://www.alphagrowthplc.com/wp content/uploads/2018/05/ALGW_Interims_28.2.2018.pdf	1-10
Company historical financial information in the 2017 Prospectus	http://www.alphagrowthplc.com/wp content/uploads/2017/12/AlphaGrowthPLC.pdf	43-54

PART VII

OPERATING AND FINANCIAL REVIEW OF THE COMPANY

The overview of financial results below provides information which the Board believes to be relevant to an assessment and understanding of the Group's financial position and results of operations. The information in this section has been derived from: the audited financial statements for the Group for the years ended 31 August 2016, 31 August 2017 and 31 August 2018 and the unaudited financial information for the Group for the six months ended 28 February 2018 and 28 February 2019.

You should read this operating and financial review and prospects in conjunction with the Annual Financial Statements, the Unaudited Interim Accounts and the historical financial information included in the 2017 Prospectus which are incorporated by reference into this Document as set out in Part VIII of this Document and the working capital statement set out in Paragraph 9 of Part X (Additional Information) of this Document.

The following operating and financial review contains statements reflecting the Board's views about the Group's future performance, constituting "forward looking statements". These views may involve risks and uncertainties that are difficult to predict and should be considered in conjunction with the factors discussed in the "Risk Factors" section of this Document

Prior to the Company's admission to trading in December 2017, the Company did not carry out any trading or operational business (other than in respect of preparations for its IPO).

The financial statements for the period to 28 February 2018 show the IPO placing of £595,000 (net of commission) and the costs incurred since Admission involved in delivering on the Company's plan.

These funds were utilised in the marketing of the Company's hybrid investment security, related professional fees, and on the ground work required for long term relationships with prospective clients. The Company entered into substantive discussion with its prospects to move into discussions for mandates. However, the prospects have taken longer than anticipated in awarding those mandates. The Company believes it is in leading positions to secure these mandates and continues to work with the prospects to refine their requests. The Company continuously seeks opportunities and the follow up on these opportunities utilises working capital.

In October 2018 the Company completed a further placing of £400,000 at a price of 2p per share, being £347,500 net of expenses. The placing was organised by the Company's broker in response to investor interest and to assist the Company's ability to advise on the launch of the open ended fund as contemplated in its joint venture with SL Investment Management Limited ("SLIM").

In November 2018 the Company signed heads of terms with SLIM to launch an open-ended Cayman Island Exempt Limited Partnership investing in life settlements (the "Fund"). The launch of the Fund, called BlackOak Alpha Growth Fund, was announced on 30 April 2019. The Company's wholly owned subsidiary ALM and SLIM are both managers to the Fund and the Company and SLIM are General Partners to the Limited Partnership. The Board believe the Fund will provide suitable traction for the Group and vital trading experience to launch other products suitable for long term mandates.

The Board continues to keep costs low and seeks to improve on the Company's advisory services offering. The main costs are for its executives, product development, and professional fees.

The primary factor which has affected income from operations is the pace at which new mandates have been obtained by the Company. The ability and desire of clients to enter into mandates with the Company is not only a function of a general interest in investing in the SLS Asset class but is also affected by factors outside of that niche class, including the general global economic environment and the desirability of US based and US dollar denominated assets. Institutional investors in the SLS Asset class which the Company is dealing are generally requiring more time than originally anticipated to make these long-term investment decisions. Continued delays in making these investment decisions may impact on the Company's future operations.

In addition, the key database providers for the SLS Asset class overhauling and updating their underlying information on the expected and actual maturities of policies has resulted in potential transactions in the SLS Asset class being delayed until the updated databases are released. If the updates are delayed beyond the Company's current understanding of the scheduled release date, this may have an impact on the Company's future operations as investors and holders of SLS Asset portfolios are more than likely to want to hold off from buying or selling such assets until the latest information is available to them.

The key external factor which could materially affect the Company's operations would be any adverse change to the regulatory regime in the United States surrounding the SLS Asset class. However, the Directors do not believe that there is any material likelihood of this occurring in the short term, particularly given the maturity of the SLS Asset class as an investable proposition in the United States.

PART VIII

CAPITALISATION AND INDEBTEDNESS OF THE COMPANY

The following table shows the Company's capitalisation and indebtedness as at 28 February 2019 and has been extracted without material adjustment from the financial information which is incorporated by reference in Part VI of this document.

Total Current Debt	£
Guaranteed	-
Secured	-
Unguaranteed/Unsecured	-

Total Non-Current Debt
Guaranteed	-
Secured	-
Unguaranteed/Unsecured	-

Shareholder Equity	£
Share Capital	126,635
Share Premium	894,598
Reserves	-
Total	1,021,233

As at 9 May 2019, being the last practicable date prior to the publication of this document, other than the share issue above, there has been no material change in the capitalisation of the Company since 28 February 2019.

The following table sets out the unaudited net funds of the Company as at 28 February 2019 and has been extracted without material adjustment from the financial information which is s incorporated by reference in Part VI of this document.

A.	Cash	133,455
B.	Cash equivalent	-
C.	Trading securities	-
D.	Liquidity (A) + (B) + (C)	133,455
E.	Current financial receivable	18,701
F.	Current bank debt	-
G.	Current portion of non current debt	-
H.	Other current financial debt	-
I.	Current Financial Debt (F) + (G) + (H)	-
J.	Net Current Financial Indebtedness (I) – (C) – (D)	(152,156)
K.	Non current Bank loans	-
L.	Bonds Issued	-
M.	Other non current loans	-
N.	Non current Financial Indebtedness (K) + (L) + (M)	-
O.	Net Financial Indebtedness (J) + (N)	(152,156)

Notes: As at 28 February 2019, the Company had no indirect or contingent indebtedness

PART IX TAXATION

General

The following statements do not constitute tax advice and are intended only as a general guide to current UK law as applied in England and Wales and HMRC published practice, which may not be binding on HMRC, as at the date of this document (which are both subject to change at any time, possibly with retrospective effect). They relate only to certain limited aspects of the UK taxation treatment of Shareholders in connection with the Offer and are intended to apply only, except to the extent stated below, to persons who are resident and, if individuals, domiciled in the UK for UK tax purposes, who are absolute beneficial owners of the New Ordinary Shares and any dividends paid on them (otherwise than through an Individual Savings Account or a Self-Invested Personal Pension) and who hold the New Ordinary Shares as investments (and not as securities to be realised in the course of a trade).

They may not apply to certain Shareholders, such as dealers in securities, insurance companies and collective investment schemes, Shareholders who are exempt from taxation and Shareholders who have (or are deemed to have) acquired their New Ordinary Shares by virtue of an office or employment. Such persons may be subject to special rules.

Any person who is in any doubt as to their tax position, or who is subject to taxation in any jurisdiction other than the UK, should consult their own professional adviser without delay.

United Kingdom taxation

Taxation of dividends

(A) United Kingdom resident shareholders

The following information is based on current UK tax law in relation to rules applying to dividends paid to individuals and trustees from 6 April 2018 onwards. There is a dividend allowance of £2,000 per annum for individuals. Dividends falling within this allowance will not be subject to income tax. If an individual receives dividends in excess of this allowance in a tax year, the excess will be taxed at 7.5 per cent, (for individuals not liable to tax at a rate above the basic rate), 32.5 per cent. (for individuals subject to the higher rate of income tax) and 38.1 per cent. (for individuals subject to the additional rate of income tax). The rate of tax paid on dividend income by trustees of discretionary trusts is 38.1 per cent. United Kingdom pension funds and charities are generally exempt from tax on dividends which they receive.

(B) Companies

Subject to UK dividend exemption rules, a corporate Shareholder resident in the UK (for tax purposes) should generally not be subject to corporation tax or income tax on dividend payments received from the Company.

(C) Non-residents

Non-resident shareholders may be liable to tax on dividend income under the tax law of their jurisdiction of residence. Non-UK resident Shareholders should consult their own tax advisers in respect of their liabilities on dividend payments.

Taxation of chargeable gains

(A) Individual Shareholders

A disposal or deemed disposal of New Ordinary Shares by a Shareholder who is resident in the UK for tax purposes may give rise to a chargeable gain (or allowable loss) for the purposes of UK capital gains tax, depending on the circumstances and subject to any available exemption or relief.

(B) Corporate Shareholders

Where a Shareholder is within the charge to corporation tax, including cases where it is not resident (for tax purposes) in the UK, a disposal of New Ordinary Shares may give rise to a chargeable gain (or allowable loss) for the purposes of UK corporation tax, dependent on the circumstances and subject to any relevant exemption or relief. Indexation allowance may reduce the amount of chargeable gain that is subject to corporation tax, but may not create or increase any allowable loss.

(C) Non-resident Holders

A Shareholder that is not resident in the UK (and is not temporarily non-resident) for UK tax purposes and whose New Ordinary Shares are not held in connection with carrying on a trade, profession or vocation in the UK generally will not be subject to UK tax on chargeable gains on the disposal of New Ordinary Shares.

Stamp Duty and Stamp Duty Reserve Tax ("SDRT")

The statements below (which apply whether or not a Shareholder is resident or domiciled in the UK) summarise the current position and are intended as a general guide only to stamp duty and SDRT. Certain categories of person are not liable to stamp duty or SDRT, and special rules apply to agreements made by broker dealers and market makers in the ordinary course of their business and to certain categories of person (such as depositaries and clearance services) who may be liable to stamp duty or SDRT at a higher rate or who may, although not primarily liable for tax, be required to notify and account for SDRT under the Stamp Duty Reserve Tax Regulations 1986.

No UK stamp duty or SDRT will be payable on the issue of New Ordinary Shares pursuant to the Offer, other than as explained below.

Dealings in New Ordinary Shares will generally be subject to stamp duty or SDRT in the normal way. An instrument effecting the transfer on sale of New Ordinary Shares will generally be liable to stamp duty at the rate of 0.5 per cent. (rounded up, if necessary, to the nearest multiple of £5) of the amount or value of the consideration payable. However, where the amount or value of the consideration is £1,000 or less, and provided that the transfer does not form part of a larger transaction or series of transactions where the combined consideration exceeds £1,000, such instrument should generally be exempt from charge upon certification of such facts.

An unconditional agreement to transfer New Ordinary Shares will generally be liable to SDRT at the rate of 0.5 per cent. Of the amount or value of the consideration payable, but such liability will be cancelled, or a right to a repayment (generally, but not necessarily, with interest) in respect of the payment of such SDRT liability will arise, if the agreement is completed by a duly stamped or exempt transfer within six years of the agreement having become unconditional. Stamp duty and SDRT are normally the liability of the purchaser.

Subject to certain exemptions, a charge to stamp duty or SDRT will arise on the transfer of New Ordinary Shares to a person providing a clearance service, its nominee or agent, or to an issuer of depositary receipts, its nominee or agent, where that transfer is not an integral part of an issue of share capital. The rate of stamp duty or SDRT, as the case may be, in such circumstances will generally be 1.5 per cent. Of the amount or value of the consideration for the transfer or, in some circumstances, the value of the New Ordinary Shares concerned, in the case of stamp duty rounded up, if necessary, to the nearest multiple of £5.

No stamp duty or SDRT will arise on a transfer of New Ordinary Shares into the CREST system provided that the transfer is not for money or money's worth. Paperless transfers of New Ordinary Shares within CREST are liable to SDRT (at a rate of 0.5 per cent. Of the amount or value of the consideration payable) rather than stamp duty, and SDRT arising on the agreement to transfer New Ordinary Shares under relevant transactions settled within the system or reported through it for regulatory purposes will generally be collected by CREST.

PART X ADDITIONAL INFORMATION

1. Responsibility

The Directors, whose names appear on page 25, and the Company, accept responsibility for the information contained in this Document. To the best of the knowledge of the Directors and the Company (who have each taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and contains no omission likely to affect its import.

2. The Company

2.1 The Company was incorporated England and Wales on 15 August 2015 with the name Alpha Growth Limited and registration number 09734404 as a private company limited by shares. Pursuant to special resolutions passed on 19 November 2015, the Company was re-registered as a public company and changed its name to Alpha Growth Plc on 20 November 2015.
2.2 The Company is not regulated by the FCA or any financial services or other regulator. The Company is subject to the Listing Rules and the Disclosure Guidance and Transparency Rules (and the resulting jurisdiction of the FCA), to the extent such rules apply to companies with a Standard Listing pursuant to Chapter 14 of the Listing Rules.
2.3 The principal legislation under which the Company operates, and pursuant to which the Ordinary Shares have been created, is the Companies Act.
2.4 The Company's registered and head office is at 30 Percy Street, London W1T 2DB. The Company's telephone number is +44 207 467 1700.
2.5 On incorporation of the Company, one Ordinary Share of £1.00 was issued fully paid up to each of Andrew Dennan and Gobind Sahney.
2.6 Pursuant to a resolution of the then shareholders on 1 September 2015, the Ordinary Shares of £1.00 each were sub-divided into 2,000 Ordinary Shares of £0.001 each.
2.7 On 18 September 2015, an aggregate of 998,000 Ordinary Shares were issued to the Directors and Alpha Longevity Management (Ireland) Limited at par value.
2.8 On 18 September 2015 an aggregate of 1,100,000 Ordinary Shares were issued to investors at £0.10 per share.
2.9 On 19 November 2015 the Company allotted 47,985,000 bonus shares (all of which were ordinary shares) to shareholders in the Company at a ratio of 22.85 bonus shares for each 1 ordinary share so held at that date.
2.10 On 20 December 2017 the Company allotted 55,000,000 Ordinary Shares to investors in a placing undertaken in connection with its IPO and allotted 1,250,000 Ordinary Shares to an adviser in connection the settlement of fees due for certain pre-IPO services.
2.11 On 17 September 2018 the Company allotted and issued 20,000,000 Ordinary Shares to investors in an offer.
2.12 On 20 February 2019, the Company allotted and issued 300,000 Ordinary Shares to a former adviser in lieu of fees.
2.13 As at 9 May 2019, being the latest practicable date prior to publication of this Document, the Company has the following subsidiaries:

Company name	Country of Incorporation	Ownership
		Company

Alpha Longevity Management Limited	British Virgin Islands	100%
Colva Insurance Services Corp	California, USA	100%

Policy Acquisition & Conveyance LLC	Delaware, USA	100%
BOAGF GP LLC	Cayman Islands	50%

3. Share Capital

3.1 The following table shows the issued and fully paid shares of the Company at the date of this document:

	Issued and Credited as Fully Paid
Class of Share	Number Nominal value
Ordinary	126,635,000	£126,635

3.2 Following Admission, the issued and fully paid shares of the Company is expected to be as shown in the following table:

		Issued and Credited as Fully Paid
Class of Share	Number	Nominal value
Ordinary	157,035,000	£157,035

3.3 Save as disclosed in this Document, as at the date of this Document, the Company will have no short, medium or long term indebtedness.
3.4 Pursuant to resolutions passed at the Company's annual general meeting on 4 March 2019, the Company resolved that:
- (a) the Directors be authorised in accordance with the Articles to exercise all the powers of the Company to allot up to 75,000,000 Ordinary Shares in period to the earlier of 31 March 2020 or the date of the Company's next annual general meeting;
- (b) all pre-emption rights in the Articles (whether to issue equity securities or sell them from treasury) be waived in respect of the issue of up to 75,000,000 Ordinary Shares in period to the earlier of 31 March 2020 or the date of the Company's next annual general meeting.
3.5 Save as disclosed in this Document:
- (a) no share or loan capital of the Company has been issued or is proposed to be issued;
- (b) no person has any preferential subscription rights for any shares of the Company;
- (c) no share or loan capital of the Company is unconditionally to be put under option; or
- (d) no commissions, discounts, brokerages or other special terms have been granted by the Company since its incorporation in connection with the issue or sale of any share or loan capital of the Company.
3.6 The Ordinary Shares are listed on the Official List and are admitted to trading on the main market of the London Stock Exchange. The Ordinary Shares are not listed or traded on, and no application has been or is being made for the admission of the Ordinary Shares to listing or trading on any other stock exchange or securities market.

4 Articles of Association of the Company

4.1 Set out below is a summary of the provisions of the Articles of Association of the Company. The Company's objects are unrestricted. A copy of the Articles is available for inspection at the address specified in paragraph 2.4 of this Part VIII.
- (a) Share Capital

The Company's share capital consists of Ordinary Shares. The Company may issue shares with such rights or restrictions as may be determined by ordinary resolution, including shares which are to be redeemed, or are liable to be redeemed at the option of the Company or the holder of such shares.

(b) Voting

The Shareholders have the right to receive notice of, and to vote at, general meetings of the Company. Each Shareholder who is present in person (or, being a corporation, by representative) at a general meeting on a show of hands has one vote and, on a poll, every such holder who is present in person (or, being a corporation, by representative) or by proxy has one vote in respect of every share held by him.

The Company may, subject to the provisions of the Companies Act and the Articles, by ordinary resolution from time to time declare dividends to be paid to members not exceeding the amount recommended by the Directors. Subject to the provisions of the Companies Act in so far as, in the Directors' opinion, the Company's profits justify such payments, the Directors may pay interim dividends. Any dividend, unclaimed after a period of 12 years from the date such dividend was declared or became payable shall, if the Directors resolve, be forfeited and revert to the Company. The Company does not pay interest on any dividend unless otherwise provided by the terms on which the shares were issued or the provision of another agreement.

(d) Transfer of Ordinary Shares

Each member may transfer all or any of his shares which are in certificated form by means of an instrument of transfer in any usual form or in any other form which the Directors may approve. Each member may transfer all or any of his shares which are in uncertificated form by means of a relevant system in such manner provided for, and subject as provided in, the uncertificated securities rules.

The Board may, in its absolute discretion, refuse to register a transfer of certificated shares unless:

(i) it is for a share which is fully paid up;
(ii) it is for a share upon which the Company has no lien;
(iii) it is only for one class of share;
(iv) it is in favour of a single transferee or no more than four joint transferees;
(v) it is duly stamped or is duly certificated or otherwise shown to the satisfaction of the Board to be exempt from stamp duty; and
(vi) it is delivered for registration to the registered office of the Company (or such other place as the Board may determine), accompanied (except in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued or in the case of a renunciation) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor (or person renouncing) and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so.

The Directors may refuse to register a transfer of uncertificated shares in any circumstances that are allowed or required by the uncertificated securities rules and the relevant system.

(e) Allotment of shares and pre-emption rights

Subject to the Companies Act and the Articles and in accordance with section 551 of the Companies Act, the Directors shall be generally and unconditionally authorised to exercise for each prescribed period, all the powers of the Company to allot shares up to an aggregate nominal amount equal to the amount stated in the relevant special resolution passed pursuant to section 561 of the Companies Act, authorising such allotment.

Under and within the terms of the said authority or otherwise in accordance with section 570 of the Companies Act, the Directors shall be empowered during each prescribed period to allot equity securities (as defined in the Companies Act), wholly for case:

(i) in accordance with a rights issue (as defined in the Articles);
(ii) otherwise than in connection with a rights issue up to an aggregate nominal amount equal to the amount stated in the relevant ordinary or special resolution passed pursuant to section 551 of the Companies Act, authorising such allotment.
(f) Directors

Unless otherwise determined by the Company by ordinary resolution, the number of Directors (other than any alternate Directors) shall not be less than two, but there shall be no maximum number of Directors.

Subject to the Articles and the Companies Act, the Company may by ordinary resolution appoint a person who is willing to act as a Director and the Board shall have power at any time to appoint any person who is willing to act as a Director, in both cases either to fill a vacancy or as an addition to the existing Board.

At the first annual general meeting all Directors shall retire from office and may offer themselves for reappointment by the Shareholders by ordinary resolution.

At every subsequent annual general meeting any director who:

(i) has been appointed by the Directors since the last annual general meeting; or
(ii) was not appointed or re-appointed at one of the preceding two annual general meetings;

must retire from office and may offer themselves for reappointment by the Shareholders by ordinary resolution.

Subject to the provisions of the Articles, the Board, which may exercise all the powers of the Company, may regulate their proceedings as they think fit. A Director may, and the secretary at the request of a Director shall, call a meeting of the Directors.

The quorum for a Directors' meeting shall be fixed from time to time by a decision of the Directors, but it must never be less than two and unless otherwise fixed, it is two.

Questions arising at a meeting shall be decided by a majority of votes of the participating directors, with each director having one vote. In the case of an equality of votes the chairman shall have a second or casting vote.

The Directors shall be entitled to receive such remuneration as the Directors shall determine for their services to the Company as directors and for any other service which they undertake for the Company provided that the aggregate fees payable to the Directors must not exceed such amount as may from time to time be decided by ordinary resolution of the Company. The Directors shall also be entitled to be paid all reasonable expenses properly incurred by them in connection with their attendance at meetings of Shareholders or class meetings, board or committee meetings or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company.

The Board may, in accordance with the requirements in the Articles, authorise any matter proposed to them by any Director which would, if not authorised, involve a Director breaching his duty under the Companies Act to avoid conflicts of interests.

A Director seeking authorisation in respect of such conflict shall declare to the Board the nature and extent of his interest in a conflict as soon as is reasonably practicable. The Director shall provide the Board with such details of the matter as are necessary for the Board to decide how to address the Conflict together with such additional information as may be requested by the Board.

Any authorisation by the Board will be effective only if:

(i) to the extent permitted by the Act, the matter in question shall have been proposed by any Director for consideration in the same way that any other matter may be proposed to the Directors under the provisions of the Articles;
(ii) any requirement as to the quorum for consideration of the relevant matter is met without counting the conflicted Director and any other conflicted Director; and
(iii) the matter is agreed to without the conflicted Director voting or would be agreed to if the conflicted Director's and any other interested Director's vote is not counted.
(g) General meetings

The Company must convene and hold annual general meetings in accordance with the Companies Act.

No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chairman of the meeting which shall not be treated as part of the business of the meeting. Save as otherwise provided by the articles, two Shareholders present in person or by proxy and entitled to vote shall be a quorum for all purposes.

(h) Borrowing Powers

Subject to the Articles and the Companies Act, the Board may exercise all of the powers of the Company to:

(i) borrow money;
(ii) indemnify and guarantee;
(iii) mortgage or charge;
(iv) create and issue debentures and other securities; and
(v) give security either outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
(i) Capitalisation of profits

The Directors may, if they are so authorised by an ordinary resolution of the Shareholders, decide to capitalise any undivided profits of the Company (whether or not they are available for distribution), or any sum standing to the credit of the Company's share premium account or capital redemption reserve. The Directors may also, subject to the aforementioned ordinary resolution, appropriate any sum which they so decide to capitalise to the persons who would have been entitled to it if it were distributed by way of dividend and in the same proportions.

(j) Uncertificated Shares

Subject to the Companies Act, the Directors may permit title to shares of any class to be issued or held otherwise than by a certificate and to be transferred by means of a relevant system without a certificate.

The Directors may take such steps as it sees fit in relation to the evidencing of and transfer of title to uncertificated shares, any records relating to the holding of uncertificated shares and the conversion of uncertificated shares to certificated shares, or vice-versa.

The Company may by notice to the holder of an uncertificated share, require that share to be converted into certificated form.

The Board may take such other action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of an uncertified share or otherwise to enforce a lien in respect of it.

5 Directorships and Partnerships

In addition to their directorships of the Company and its subsidiaries, the Directors are, or have been, members of the administrative, management or supervisory bodies ("directorships") or partners of the following companies or partnerships, at any time in the five years prior to the date of this Document.

Gobind Sahney

Current directorships and partnerships	Former directorships and partnerships
Affinity Marketing Solutions (Global) Limited	Graphmada Limited
Alpha Universal Management plc	Receivable Acquisition & Management Corporation
Argus Global Holdings Limited	Stratmin Global Resources plc
Argus Global Limited
GO Services LLC
Daniel Swick
Current directorships and partnerships	Former directorships and partnerships
Kango Group, Inc
Andrew Dennan
Current directorships and partnerships	Former directorships and partnerships
Baron Lux LLP	ADS Capital Limited
Coro Energy Cell A Limited	BSD Capital Limited
Coro Energy Asia Limited	Astin Capital LLP
Coro Asia Limited	Penton Capital Limited
Coro Europe Limited

Coro Energy (Singapore) Pte Ltd
Coro Energy Bulu (Singapore) Pte Ltd
Coro Energy Duyung (Singapore) Pte Ltd
Saffron Energy Ltd
eZilla plc
Christopher (Rory) Heier
Current directorships and partnerships	Former directorships and partnerships
Cyba plc	Fidel Limited
ezilla plc
Harpers Capital Limited
Octava Consulting Limited
Jason Sutherland
Current directorships and partnerships	Former directorships and partnerships
Aureus I LLC	Citadel Financial LLC
Citadel Legal Services LLC	Citadel Financial Ltd (dissolved)
DRB Pension Assistance Ltd	DLP Funding I Ltd (dissolved)
Echelon Funding I LLC	DLP Funding II Ltd (dissolved)
Feneravi I LLC	DLP Funding III Ltd (dissolved)
LCSS Financing 2017-A LLC	Lamington Road Ltd
LCSS Financing 2018-A LLC	Lamington Road (Bahamas) Ltd
LFS 2017-A LLC	Lamington Road (Bermuda) Ltd
LFS 2018-A LLC	White Eagle Holdings LP
LFS 2019-A LLC

Sage Funding LLC

Seguros Receivables LLC

Vostok I LLC

6 Directors' Confirmations

6.1 At the date of this Document none of the Directors:
- (i) has any convictions in relation to fraudulent offences for at least the previous five years;
- (ii) has been associated with any bankruptcy, receivership or liquidation while acting in the capacity of a member of the administrative, management or supervisory body or of senior manager of any company for at least the previous five years; or
- (iii) has been subject to any official public incrimination and/or sanction of him by any statutory or regulatory authority (including any designated professional bodies) or has ever been disqualified by a court from acting as a director of a company or from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years.
6.2 None of the Directors has any potential conflicts of interest between their duties to the Company and their private interests or other duties they may also have.
- (i) Argus Global Limited

Gobind Sahney is director and major shareholder of Argus Global Limited. Argus invoiced the Company in the year to 31 August 2018 for the fees in relation to the provision of Mr Sahney's work as a director and consultant. As a US resident it is expected all future payments for Mr Sahney's work for the company will also be invoiced through Argus.

(ii) Kango Group LLC

Daniel Swick is a director and shareholder of Kango Group LLC. Director fees due to Mr Swick are paid to Kango.

6.3 Details of the service agreements and letters of appointment entered into by the Directors and the composition of the Board's committees are set out in Part III (The Company and the Board) of this document.

7 Directors' interests

Save as disclosed below, none of the Directors nor any member of their immediate families has or will have on or following the Offer (assuming full take up) any interests (beneficial or non-beneficial) in the shares of the Company or any of its subsidiaries.

Director	No. of Ordinary Shares prior to the Offer	Percentage of issued ordinary share capital prior to the Offer	No. of Ordinary Shares following Admission	Percentage of ordinary shares following Admission
Gobind Sahney	12,758,333*	10.07	12,758,333	8.12
Danny Swick	750,000	0.59	1,500,000	0.96
Andrew Dennan	5,962,500**	4.71	5,962,500	3.80

Rory Heier	5,962,500**	4.71	5,962,500	3.80

Jason Sutherland	-	-	-	-

* Shares registered in the name of Rene Nominees (IOM) Limited. Gobind Sahney is also indirectly interested in the shares in the Company beneficially owned by Alpha Longevity Management (Ireland) Limited as he is the holder of 80% of the shares of that company

** Shares registered in the name of The Bank of New York (Nominees) Limited

8 Major Shareholders and other interests

8.1 As at 9 May 2019 (being the latest practicable date prior to the publication of this Document), the following Shareholders (other than Directors of the Company whose interests are noted at paragraph 7) had informed the Company of a notifiable interest in the issued shares of the Company:

Shareholder	No. of Ordinary Shares	Percentage of issued ordinary share capital
Mike Staten	12,500,000	9.87
Mike Noble	12,119,696	9.57

8.2 As a result of the Offer and, so far as the Directors are aware, the following Shareholders (other than Directors of the Company whose interests are noted at paragraph 7) will have a notifiable interest in the issued shares of the Company following Admission.

Shareholder	No. of Ordinary Shares	Percentage of issued ordinary share capital
Mike Staten	12,500,000	7.96
Mike Noble	12,119,696	7.72

8.3 As at 9 May 2019 (being the latest practicable date prior to the publication of this Document) the Company was not aware of any person or persons who, directly or indirectly, jointly or severally, exercise or could exercise control over the Company nor is it aware of any arrangements, the operation of which may at a subsequent date result in a Change in Control of the Company. No shareholder has differing voting rights from other shareholders.
8.4 Those interested, directly or indirectly, in three per cent. or more of the issued Ordinary Shares of the Company do not now, and, following the Offer and Admission, will not, have different voting rights from other holders of Ordinary Shares.

9. Working capital

The Company is of the opinion that the working capital available to the Company, taking into account the Net Proceeds, is sufficient for the Company's present requirements that is for at least the 12 months from the date of this document.

10. Significant change

There has been no significant change in the trading or financial position of the Company since 28 February 2019, being the date as at which the financial information contained in Part VI (Financial Information on the Company) has been prepared.

11. Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) since the Company's incorporation which may have, or have had in the recent past, significant effects on the financial position or profitability of the Company.

12. City Code

The City Code applies to the Company. Under Rule 9 of the City Code, if:

(a) a person acquires an interest in shares in the Company which, when taken together with shares already held by him or persons acting in concert with him, carry 30% or more of the voting rights in the Company; or
(b) a person who, together with persons acting in concert with him, is interested in not less than 30% and not more than 50% of the voting rights in the Company acquires additional interests in shares which increase the percentage of shares carrying voting rights in which that person is interested,

the acquirer and, depending on the circumstances, his concert parties, would be required (except with the consent of the Panel on Takeovers and Mergers) to make a cash offer for the outstanding shares in the Company at a price not less than the highest price paid for any interests in the Ordinary Shares by the acquirer or his concert parties during the previous 12 months.

13. Material contracts

The following are all of the contracts (not being contracts entered into in the ordinary course of business) that have been entered into by the Company in the two years to the date of this document which: (i) are, or may be, material to the Company; or (ii) contain obligations or entitlements which are, or may be, material to the Company as at the date of this document.

13.1 Lock-up Agreements

On 19 December 2017, each of the then Directors (being Gobind Sahney, Rory Heier and Andrew Dennan) entered into a lock-up agreement in connection with the Company's 2017 IPO. The lock-in provisions expired 12 months from Admission. However, for a six month period following such expiry, so to 19 June 2019, each Director agreed to dispose of shares only through an orderly market arrangement with the Company's broker from time to time.

13.2 ALM Share Purchase Agreement

On 17 July 2018, the Company entered into a share purchase agreement with the shareholders of Alpha Longevity Management Ltd (ALM), being Gobind Sahney and Steven Blair (the Sellers), for the acquisition of ALM's entire issued share capital for a purchase price of £1.00. As part of the acquisition, the Company agreed to take on liabilities owed by ALM up to \$5,000.

The Sellers gave customary warranties to the Company, limited by time and amount, as well as certain restrictive covenants. The agreement is governed by the laws of England and Wales.

The acquisition was conditional on the consent of the Financial Services Commission of the British Virgin Islands, which was obtained on 29 January 2019.

13.3 Colva Share Purchase Agreement

On 1 March 2019, the Company entered into a share purchase agreement with Rajiv Rebello (the Seller) pursuant to which the Company acquired the entire issued share capital of Colva Insurance Services Corp from the Seller (the Sale Shares). The consideration payable by the Company was \$100,073 to be settled

by the issue to the Seller of 3,985,985 Ordinary Shares (the Consideration Shares) on the first anniversary of the share purchase agreement.

The Seller has the right to repurchase the Sale Shares for an aggregate of \$1.00 at any time prior to the first anniversary of the share purchase agreement, subject to giving the Company 60 days' notice, in which case no Consideration Shares shall become due to the Seller.

In connection with the acquisition, the Company has been granted a fee-free licence to use a number of key pricing models, tools and reporting packages relating to SLS Asset analysis which are owned and maintained by an affiliate of the Seller.

The Seller gave the Company certain customary representations and warranties, subject to usual limitations as well as a capped indemnity in relation to Colva, its assets and its business. The Company also gave certain customary representations and warranties to the Seller and a capped indemnity, principally in connection with the issue of the Consideration Shares.

The share purchase agreement is governed by and in accordance with the laws of the State of California.

13.4 Offer Engagement letter with Novum

On 29 April 2019, the Company entered into an engagement letter with Novum Securities Limited (Novum) pursuant to which Novum was appointed as sole agent for the Company to procure investors in relation to the Offer.

Pursuant to the terms of the engagement, Novum will receive a commission of 7.5 per cent. on monies raised by them. In addition, Novum are to be granted warrants over Ordinary Shares, as further described at paragraph 13.6 below.

In connection with the services to be provided by Novum, the Company has granted Novum a customary indemnity.

13.5 Investment Management Agreement in relation to BlackOak Alpha Growth Fund LP

On 18 April 2019, ALM entered into an Investment Management Agreement (IMA) between: i) ALM as Investment Manager; ii) SL Investment Management Limited (SLIM); iii) BlackOak Alpha Growth LP (the Fund); iv) BlackOak Alpha Growth Master Fund LP (the Master Fund); and v) BlackOak Alpha Growth (Ireland) DAC.

Pursuant to the terms of the IMA, ALM is, along with SLIM as co-manager, to manage and invest the assets of the Fund. ALM will be due quarterly management fees calculated in accordance with (i) the net asset value of the Fund and (ii) the net asset value of the Master Fund.

In undertaking its services under the IMA, ALM is granted an indemnity by each of the BlackOak entities. The agreement is governed by the laws of the Cayman Islands.

13.6 Novum Warrant Instrument

On 9 May 2019, the Company executed a warrant instrument pursuant to which it issued to Novum:

(a) the warrants due to it under the Novum engagement letter (as described at paragraph 13.4 above). The warrants due to Novum under the Novum engagement letter are exercisable at the Offer Price and are over Ordinary Shares equal in value to 7.5 per cent. of the gross aggregate funds raised by Novum (being 2,250,000 Ordinary Shares) at the Offer Price. The warrants are capable of exercise for a period of three years from issue; and
(b) the warrants due to Novum under an engagement letter dated 13 September 2018 relating to an equity raise. The warrants due to Novum under this arrangement are exercisable at £0.02 and are over 1,500,000 Ordinary Shares. The warrants are capable of exercise for a period of three years from issue.

14. Related party transactions

From incorporation up to and including the date of this document, the Company has not entered into any related party transactions other than as set out below:

14.1 Directors' appointments

Each of the Directors entered into service contracts (in the case of Gobind Sahney and Rory Heier) and a letter of appointment (in the case of Andrew Dennan) with the Company dated 19 December 2017. Danny Swick entered into a service contract with the Company on 1 June 2018 and Jason Sutherland into a letter of appointment on 1 March 2019. Details of the Directors fees are set out at paragraph headed "Directors fees" in Part III of this document (The Company and The Board).

14.2 Argus Global Limited

Gobind Sahney is director and major shareholder of Argus Global Limited. Argus invoiced the Company in the year to 31 August 2018 for the fees in relation to the provision of Mr Sahney's work as a director. As a US resident it is expected all future payments for Mr Sahney's work for the company will also be invoiced through Argus.

14.3 Kango Group LLC

Daniel Swick is a director and shareholder of Kango Group LLC. Director fees due to Mr Swick are paid to Kango.

14.4 Alpha Longevity Management Limited

In the year to 31 August 2018, the Company paid fees of £9,063 on behalf of Alpha Longevity Management Limited, a company in which Gobind Sahney was a director and major shareholder until its acquisition by the Company. The acquisition of Alpha Longevity Management Limited by the Company on 30 January 2019 for a nominal payment of £1.00 was also a related party transaction.

15. Accounts and annual general meetings

The Company's annual report and accounts are made up to 31 August in each year, with its next annual report and accounts covering the period to 31 August 2019. It is expected that the Company will make public its annual report and accounts within four months of each financial year end (or earlier if possible) and that copies of the annual report and accounts will be sent to Shareholders within six months of each financial year end (or earlier if possible). It is expected that the Company will make public its unaudited interim reports within two months of the end of each interim period.

The Company shall hold its annual general meetings as required by the Companies Act.

16. Issues of new shares

The Directors are authorised to issue Ordinary Shares free of statutory pre-emption rights as set out at paragraph 3.4 of this Part X.

Otherwise, save for issues of shares for non-cash consideration or where statutory pre-emption rights have otherwise been disapplied, the Directors are obliged to offer Ordinary Shares to Shareholders on a basis pro-rata to their existing holdings before offering them to any other person for cash. The Directors will only issue Ordinary Shares if they deem it to be in the interests of the Company and (save pursuant to the powers or exceptions referred to above) will not issue Ordinary Shares for cash on a non-pre-emptive basis without first obtaining Shareholder approval.

17. General

17.1 PKF Littlejohn LLP, whose registered address is 1 Westferry Circus, Canary Wharf, London E14 4HD, have been appointed as the auditors of the Company for the year ended 31 August 2018 and are registered to carry out audit work by the Institute of Chartered Accountants in England and Wales. The auditors of the Company for the years ended 31 August 2016 and 31 August 2017, as incorporated into this document, were Adler Shine LLP, who are registered to carry out audit work by the Institute of Chartered Accountants in England and Wales.
17.2 PKF Littlejohn LLP, whose registered address is 1 Westferry Circus, Canary Wharf, London E14 4HD and which is registered to carry out audit work by the Institute of Chartered Accountants in England and Wales has given and has not withdrawn its consent to the issue of this document with the inclusion of its reports incorporated by reference as set out in Part VI of this document, including its audit report thereon and to

the references to such reports and to its name in the form and context in which they are included and has authorised the contents of such Part VI. PKF Littlejohn LLP has no material interest in the Company.

17.3 The Company has not had any employees other than the Directors since its incorporation and does not own any premises.
17.4 The total expenses incurred (or to be incurred) by the Company in connection with the Offer are approximately £73,000. The estimated Net Proceeds, after deducting fees and expenses in connection with the Offer, are approximately £383,000.

18. Availability of this Document

Following Admission, copies of this Document may be collected, free of charge during normal business hours, from the registered office of the Company at 30 Percy Street, London, W1T 2DB.

In addition, this Document will be published in electronic form and be available on the Company's website at www.algwplc.com, subject to certain access restrictions applicable to persons located or resident outside of the United Kingdom.

19. Documents for inspection

Copies of the following documents may be inspected at the registered office of the Company, during usual business hours on any day (except Saturdays, Sundays and public holidays) from the date of this Document until Admission:

(i) the Memorandum and Articles of Association of the Company;
(ii) the accountant's report by PKF Littlejohn LLP on the historical financial information of the Company as at 31 August 2018 set out in Part VI (Financial Information on the Company) of this Document; and
(iii) this document.

Dated: 10 May 2019

PART XI NOTICES TO INVESTORS

The distribution of this document and the Offer may be restricted by law in certain jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any restrictions, including those set out below. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

General

No action has been or will be taken in any jurisdiction that would permit a public offering of the New Ordinary Shares, or possession or distribution of this document or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the Ordinary Shares may not be offered or sold, directly or indirectly, and neither this document nor any other offering material or advertisement in connection with the New Ordinary Shares may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Document does not constitute an offer to subscribe for any of the New Ordinary Shares offered hereby to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction.

This Document has been approved by the FCA as a prospectus which may be used to offer securities to the public for the purposes of section 85 of FSMA, and of the Prospectus Directive. No arrangement has however been made with the competent authority in any other EEA State (or any other jurisdiction) for the use of this document as an approved prospectus in such jurisdiction and accordingly no public offer is to be made in such jurisdiction. Issue or circulation of this Document may be prohibited in countries other than those in relation to which notices are given below.

For the attention of all Investors

The New Ordinary Shares are only suitable for acquisition by a person who: (a) has a significantly substantial asset base such that would enable the person to sustain any loss that might be incurred as a result of acquiring the New Ordinary Shares; and (b) is sufficiently financially sophisticated to be reasonably expected to know the risks involved in acquiring the Ordinary Shares.

For the attention of European Economic Area Investors

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), an offer to the public of the New Ordinary Shares may only be made once the prospectus has been passported in such Relevant Member State in accordance with the Prospectus Directive as implemented by such Relevant Member State. For the other Relevant Member States an offer to the public in that Relevant Member State of any New Ordinary Shares may only be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to any legal entity which is a qualified investor as defined under the Prospectus Directive;
(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) in such Relevant Member State subject to obtaining prior consent of the Company for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Ordinary Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer to the public" in relation to any offer of New Ordinary Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any New Ordinary Shares to be offered so as to enable an investor to

decide to purchase or subscribe for the New Ordinary Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and any amendments, thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

During the period up to but excluding the date on which the Prospectus Directive is implemented in member states of the EEA, this Prospectus may not be used for, or in connection with, and does not constitute, any offer of New Ordinary Shares or an invitation to purchase or subscribe for any Ordinary Shares in any member state of the EEA in which such offer or invitation would be unlawful.

The distribution of this Document in other jurisdictions may be restricted by law and therefore persons into whose possession this Document comes should inform themselves about and observe any such restrictions.

For the attention of U.K. Investors

This Document comprises a prospectus relating to the Company prepared in accordance with the Prospectus Rules and approved by the FCA under section 87A of FSMA. This Document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules.

This document is being distributed only to and is directed at persons who (if they are in the EEA) will fall within one of the categories of persons set out above in this Part XI – (Notices to Investors). In addition, this document is being distributed only to and is directed at persons in the United Kingdom who are: (i) persons having professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Promotions Order; or (ii) persons who are high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2)(a)-(d) of the Financial Promotions Order; or (iii) persons to whom it may otherwise be lawful to distribute (all such persons together being referred to as "relevant persons").

PART XII DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise:

"2017 Prospectus" Means the Company's prospectus dated 20 December 2017 published in connection with the IPO; "Admission" means admission of the New Ordinary Shares to the standard segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange; "ALM" Alpha Longevity Management Limited; "Articles of Association" or "Articles" means the articles of association of the Company in force from time to time; "BOAGF" or the "Fund" BlackOak Alpha Growth Fund, an open-ended Cayman Island Exempt Limited Partnership launched on 30 April 2019, which ALM is investment manager to; "Business Day" means a day (other than a Saturday or a Sunday) on which banks are open for business in London; "certificated" or "in certificated form" means in relation to a share, warrant or other security, a share, warrant or other security, title to which is recorded in the relevant register of the share, warrant or other security concerned as being held in certificated form (that is, not in CREST); "Chairman" means the Chairman of the Board from time to time, being Gobind Sahney as at the date of this document; "Change of Control" means, the acquisition of Control of the Company by any person or party (or by any group of persons or parties who are acting in concert); "City Code" means the City Code on Takeovers and Mergers; "Colva" Colva Insurance Services Corp, a company registered in California with registered number 3404971; "Companies Act" means the Companies Act 2006 of the United Kingdom, as amended; "Company" or "Alpha Growth" or "Alpha Growth plc" means Alpha Growth plc, a company incorporated in England and Wales under the Companies Act with number 09734404; "Control" means: (i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (a) cast, or control the casting of, more than 50 per cent. Of the maximum number of votes that might be cast at a general meeting of the Company; or (b) appoint or remove all, or the majority, of the Directors or other equivalent officers of the Company; or (c) give directions with respect to the operating and financial policies of the Company with which the Directors or other equivalent officers of the Company are

	obliged to comply; and/or (ii) the holding beneficially of more than 50 per cent. Of the issued shares of the Company (excluding any issued shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital);
"CREST" or "CREST System"	means the paperless settlement system operated by Euroclear enabling securities to be evidenced otherwise than by certificates and transferred otherwise than by written instruments;
"CREST Regulations"	means The Uncertified Securities Regulations 2001 (SI 2001 No. 3755), as amended;
"Directors" or "Board" or "Board of Directors"	means the directors of the Company, whose names appear in "Part III—The Company and its Board", or the board of directors from time to time of the Company, as the context requires, and "Director" is to be construed accordingly;
"Disclosure Guidance and Transparency Rules"	means the disclosure guidance and transparency rules of the FCA made in accordance with section 73A of FSMA as amended from time to time;
"EEA"	means the European Economic Area;
"EEA States"	means the member states of the European Union and the European Economic Area, each such state being an "EEA State";
"Enlarged share capital"	means the ordinary shares capital of the Company as enlarged by the issue of the New Ordinary Shares;
"EU"	means the Member States of the European Union;
"Euroclear"	means Euroclear UK & Ireland Limited;
"FCA"	means the Financial Conduct Authority of the UK;
"FSMA"	means the Financial Services and Markets Act 2000 of the UK, as amended;
"general meeting"	means a meeting of the Shareholders of the Company or a class of Shareholders of the Company (as the context requires);
"Gross Proceeds"	means £456,000, being 30,400,000 Offer Shares at the Offer Price;
"IFRS"	means International Financial Reporting Standards as adopted by the European Union;
"Institution(s)"	means a person who understands the risks associated with SLS Assets, including banks, insurance companies, investment funds, hedge funds and family offices;
"Insured"	a person insured under a Policy;
"Investor"	means a person who confirms his agreement to the Company to subscribe for New Ordinary Shares under the Offer;

"IPO" or "2017 IPO"	the Company's initial admission to trading on the Main Market of the London Stock Exchange which took place on 20 December 2017;
"Listing Rules"	means the listing rules made by the FCA under section 73A of FSMA as amended from time to time;
"London Stock Exchange"	means London Stock Exchange plc;
"Market Abuse Regulation"	means Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse;
"Net Proceeds"	means c.£383,000, being the Gross Proceeds, less any expenses paid or payable in connection with the Offer;
"New Ordinary Shares"	means the Ordinary Shares to be issued and allotted pursuant to the Offer;
"Non-Executive Director"	means a non-executive director of the Board from time to time considered by the Board to be independent for the purposes of the UK Corporate Governance Code, being Andrew Dennan, Rory Heier and Jason Sutherland as at the date of this document;
"Offer"	means the proposed offer of the New Ordinary Shares;
"Offer Price"	means £0.015 per New Ordinary Share;
"Official List"	means the official list maintained by the FCA;
"Ordinary Shares"	means the ordinary shares of £0.001 each in the capital of the Company including, if the context requires, the New Ordinary Shares;
"PRA"	the Prudential Regulation Authority;
"Policy"	a life insurance policy;
"Premium Listing"	means a premium listing under Chapter 6 of the Listing Rules;
"Prospectus Directive".	means Directive 2003/71/EC (and any amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state), and includes any relevant implementing measures in each EEA State that has implemented Directive 2003/71/EC;
"Prospectus Rules"	means the prospectus rules of the FCA made in accordance with section 73A of FSMA, as amended from time to time;
"Registrar"	means Share Registrars Limited or any other registrar appointed by the Company from time to time;
"SEC"	means the U.S. Securities and Exchange Commission;

"SLS"	means Senior Life Settlement, being a life insurance policy written for an Insured over the age of 65;
"SLS Assets"	means any asset related to the life of an individual such as a life insurance policy;
"SPV"	means Special Purpose Vehicle;
"Securities Act"	means the U.S. Securities Act of 1933, as amended;
"Shareholders"	means the holders of the Ordinary Shares and/or New Ordinary Shares, as the context requires;
"Standard Listing"	means a standard listing under Chapter 14 of the Listing Rules;
"Takeover Panel"	the Panel on Takeovers and Mergers;
"UK Corporate Governance Code"	means the UK Corporate Governance Code issued by the Financial Reporting Council in the U.K. from time to time;
"uncertificated" or "uncertificated form"	means, in relation to a share or other security, a share or other security, title to which is recorded in the relevant register of the share or other security concerned as being held in uncertificated form (that is, in CREST) and title to which may be transferred by using CREST;
"United Kingdom" or "U.K."	means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "U.S."	means the United States of America; and
"VAT"	means (i) within the EU, any tax imposed by any Member State in conformity with the Directive of the Council of the European Union on the common system of value added tax (2006/112/EC), and (ii) outside the EU, any tax corresponding to, or substantially similar to, the common system of value added tax referred to in paragraph (i) of this definition.

References to a "company" in this Document shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established.

AI Terminal

ALPHA GROWTH PLC

4991_prs_2019-05-21_7403e7e5-d9ef-4c8b-9e78-9aa52fefa47d.pdf

ALPHA GROWTH PLC

SUMMARY

RISK FACTORS

RISKS RELATING TO THE COMPANY'S BUSINESS STRATEGY

The Company is yet to generate significant revenue

The Company may face significant competition for advisory opportunities

Working Capital requirements

The Company may be subject to changes in regulation affecting its services and the SLS Asset class

Risks relating to the BlackOak Alpha Growth Fund

Availability of professional team

The Directors will allocate their time to other businesses leading to potential conflicts of interest in their determination as to how much time to devote to the Company's affairs

The Company may be subject to foreign investment and exchange risks

The Company's risk management policies and procedures may prove inadequate

The Company may be subject to changes in regulation affecting its target clients

RISKS RELATING TO SLS ASSETS

Longevity risk

Database updating and delays

Origination risk when purchasing Policies

Fraud

Adverse publicity

Insolvency risk

Specific portfolio risks

The need to continuously review risk management strategies for clients

RISKS RELATING TO DIRECTORS AND MANAGEMENT

The Company is dependent upon the Directors and Management to identify potential advisory mandates

The loss of the services of the Company's professionals could materially adversely affect the Company's performance

RISKS RELATING TO THE ORDINARY SHARES

The Standard Listing of the Ordinary Shares affords Investors a lower level of regulatory protection than a Premium Listing

The Company may be unable to transfer to a Premium Listing or other appropriate listing venue

A market for the New Ordinary Shares may not develop, which would adversely affect the liquidity and price of the Ordinary Shares

Investors may not be able to realise returns on their investment in Ordinary Shares within a period that they would consider to be reasonable

Dividend payments on the Ordinary Shares are not guaranteed and the Company does not intend to pay dividends within a guaranteed time frame

RISKS RELATING TO TAXATION

Changes in tax law and practice may reduce any net returns for Investors

There can be no assurance that the Company will be able to make returns for Shareholders in a tax-efficient manner

None of the risk factors are intended to qualify in any way the working capital statement given at paragraph 9 of Part X (Additional information) of this document.

CONSEQUENCES OF A STANDARD LISTING

IMPORTANT INFORMATION

Selling and transfer restrictions

Investment considerations

Forward-looking statements

Currency presentation

No incorporation of website

Definitions

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

DIRECTORS AND ADVISERS

PART I

INFORMATION ON THE COMPANY AND BUSINESS OVERVIEW

Introduction

SLS advisory business

Background to SLS interests

Advisory

Acquisition

Disposal

Progress to date

The SLS opportunity

Strategic Objectives and Prospects

Key Assumptions

SPV advisory mandates and bond issuance

Competition

Use of Proceeds

Professional team

Advisers

Capital and returns management

Dividend policy

Corporate governance

PART II INDUSTRY OVERVIEW

History and Background to the Senior Life Settlement industry

Typical Transaction Structure

Pricing a Senior Life Settlement

Industry trends

Regulatory overview

PART III THE COMPANY AND THE BOARD

The Company

The Directors

Gobind Sahney (58, executive chairman)

Daniel ("Danny") Swick (48, Chief Operating Officer)